21 Merchants Row Corp. v. Merchants Row, Inc.

412 Mass. 204, 587 N.E.2d 788 (1992)

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Nature of the Case

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Facts

21 Merchants Row Corp. (P) leased the premises at issue from Merchant's Row, Inc.'s (D) predecessor in title. The lease contained a provision that the tenant would not assign or sublet the lease without the consent of the landlord. The lease did not expressly limit the landlord's discretion in refusing to give consent to an assignment or sublease. P later entered into an agreement to sell its business. The sale was contingent on P obtaining permission to assign the lease. D eventually consented to the assignment but provided that it did not waive its rights regarding any future assignments. P and the buyer of the business later asked D to consent to an assignment to the bank which financed the purchase of the business. The bank's form of assignment expressly gave it the right to further assign the lease without D's consent. D objected to this provision and refused to sign the bank's form. P sued, arguing that D unreasonably withheld its consent to the assignment.