MEMORANDUM AND ORDER PURSUANT TO RULE 23.0
The defendant, Fairgrounds Realty LLC, and the plaintiff, LSE Corona Borealis LLC, entered into a “Solar Site Lease Agreement,” whereby the defendant agreed to lease certain land it owned to the plaintiff to operate a solar-powered electric generating facility. In a dispute concerning the allocation of real estate property taxes on the leased parcel, a judge of the Superior Court granted summary judgment for the plaintiff, and the defendant appeals. We affirm, for substantially the reasons set forth by the motion judge in his memorandum of decision.
“Where the language of a contract is clear and unambiguous, summary judgment is an appropriate vehicle for judicial interpretation because the court may interpret the meaning of the contract as a matter of law without resort to extrinsic evidence or determinations of fact.” Sullivan v. Southland Life Ins. Co., 67 Mass. App. Ct. 439, 440 (2006). We review a trial judges interpretation of a contract de novo. See id. at 442.
A contract is unambiguous if it is, on its face, “reasonably susceptible of only one meaning” (citation omitted). Raymond Leasing Corp. v. Callico Distribs., Inc., 62 Mass. App. Ct. 747, 749 n.3 (2005). See Suffolk Constr. Co. v. Lanco Scaffolding Co., 47 Mass. App. Ct. 726, 729 (1999). Where “[t]here is no ambiguity in the contract[,] ․ [i]t must be enforced according to its terms” (citation omitted). Freelander v. G. & K. Realty Corp., 357 Mass. 512, 516 (1970). While we must “construe the contract with reference to the situation of the parties when they made it and to the objects sought to be accomplished” (citation omitted), Starr v. Fordham, 420 Mass. 178, 190 (1995), “we do not admit parol evidence to create an ambiguity when the plain language is unambiguous.” General Convention of the New Jerusalem in the United States of Am., Inc. v. MacKenzie, 449 Mass. 832, 835 (2007).
The lease, which explicitly states that it represents the “full and complete agreement” between the parties, has a dedicated “taxes” clause that governs the allocation of taxes between the parties.
1
The first sentence of the clause states that the plaintiff “shall pay directly to the town any incremental real property taxes, if any (stemming from the addition of the System[
2
])” and charges “imposed by any public authority due to [the plaintiffs] occupancy and use of the leased premises.” The second sentence requires the plaintiff to “pay, on demand, any real estate property tax increases to the premises that are the direct result of the [plaintiffs] personal property being affixed to the leased premises.” The last two sentences of the clause enumerate taxes assigned to the defendant, such as those triggered by the defendants improvements on the parcel, and reiterate that “taxes ․ not due to addition of the System” are the defendants responsibility.
As the language of this integrated contract is clear, we look to the words alone to discern the contracts meaning, without resorting to extrinsic evidence. See Balles v. Babcock Power Inc., 476 Mass. 565, 571 (2017).
3
The taxation clause obligates the plaintiff to pay two types of taxes: first, “incremental” real estate taxes that “stem[ ] from the addition of the System” or are caused by the plaintiffs “occupancy and use” of the property; and second, taxes that “direct[ly] result” from affixing its personal property to the parcel. The undisputed facts in the summary judgment record establish that the real property taxes imposed on the property resulted from the transfer of the property from a not-for-profit entity to the defendant (a for-profit entity). Moreover, that transfer occurred on January 25, 2016, two months before the date on which the parties executed the lease. Relying on the “plain, ordinary and usual meaning” of the contracts terms (citation omitted), Siebe, Inc. v. Louis M. Gerson Co., 74 Mass. App. Ct. 544, 549 (2009), we agree with the motion judge that the increase in taxes imposed on the property did not “stem” from the “addition of the System” or otherwise result from the plaintiffs “occupancy and use” of the property and, accordingly, that the taxation clause of the lease does not obligate the plaintiff to pay the real estate taxes on the defendants parcel, leaving that responsibility to the defendant. Had the parties intended to require the plaintiff to pay real estate taxes imposed on the property, it would have been a simple matter to include language in the lease expressly saying so.
Contrary to the defendants claim, our interpretation does not render the first two sentences of the taxation clause redundant because they both, read broadly, attribute tax responsibility to the plaintiff based on its activities on the parcel. The first two sentences address tax increases triggered by different sources, namely the solar-powered electric generating system or other personal property affixed by the plaintiff. As such, this interpretation “give[s] reasonable effect to each of [the leases] provisions.” J.A. Sullivan Corp. v. Commonwealth, 397 Mass. 789, 795 (1986).
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Judgment affirmed.
FOOTNOTES
1
. Contrary to an argument newly advanced by the defendant on appeal, the fifth clause of the lease is irrelevant to the question of real estate taxes as it exclusively concerns “System and Output Ownership.”
2
. In the lease, the “System” refers to the solar-powered electric generating facility, with all its supporting equipment.
3
. The motion judge accordingly refused to consider parol evidence. As there was no ambiguity in the language of the lease contract, the parol evidence rule “bar[red] admission of extrinsic evidence ‘that would purport to contradict or modify the express terms of the written contract’ ” (citation omitted). Siebe, Inc. v. Louis M. Gerson Co., 74 Mass. App. Ct. 544, 550 (2009).
4
. The plaintiffs request for appellate attorneys fees is allowed, as article fourteen of the lease provides for payment of such fees. Within fourteen days following the date of this decision the plaintiff may file an application for attorneys fees in accordance with Fabre v. Walton, 441 Mass. 9, 10-11 (2004); the defendant shall have fourteen days following the date of such filing within which to respond.