Appeals court probes whether informal emails satisfied lease notice requirements in Innovation Pharmaceuticals dispute

The Massachusetts Appeals Court heard argument over whether Innovation Pharmaceuticals Inc. gave effective notice to end an automatic lease extension with landlord Cummings Properties Ltd., even though the notices were delivered informally by email rather than strictly following the lease’s written-notice provision.

The question matters because appellate judges must decide whether longstanding rulings that allow departures from contractual notice formalities in narrow circumstances apply here — and whether testimony from the landlord’s representative that he “understood” the tenant intended to leave is enough to overcome a judge’s factual finding that the required notice was not clear and unequivocal.

At the start of oral argument, presiding Justice Peter Sachs told counsel: “I would encourage you to get right to the heart of your argument.” Daniel Dwyer, arguing for Innovation Pharmaceuticals, asked the court to consider testimony from Cummings’ witness Joseph Martin and a string of emails that Innovation says conveyed its intent not to renew. Dwyer told the panel he would correct a few appendix citations “right off the top” and pressed the court to treat the witness testimony as proof that Cummings had actual knowledge of IPI’s intent.

The panel repeatedly tested that position against binding and persuasive precedent. Justice John Englander and Justice Maureen Walsh questioned whether informal messages could carry the same “reasonable certainty” as formal, contractual notice — asking whether the manner of delivery (for example, a certified letter versus a casual email or meeting note) is itself relevant to whether notice conveyed the required definiteness. Englander framed the issue: “Cannot the manner of notice be relevant to the degree of certainty with which it’s reasonably received?”

Dwyer relied on a line of decisions (cited at argument as Sourcing Unlimited, Spine Frontier and others) holding that courts may excuse a strict reading of a notice clause when the deviation is immaterial under the facts. Opposing counsel Mike Barker, for Cummings, urged deference to the trial judge’s factual findings and argued Innovation failed the burden of proof that notice was given as required; he told the panel the trial court made extensive findings after a multi‑day hearing and “began her analysis by establishing that after 6 days and 7 witnesses and 73 exhibits, innovation failed its burden.”

The justices pressed both sides on two linked problems: (1) whether testimony that a landlord “understood” the tenant’s intent is a finding of actual notice that replaces formalities in the lease, and (2) whether Sourcing Unlimited and related decisions justify excusing a deviation from the contract’s notice clause on these facts. Dwyer emphasized testimony that Martin repeatedly said “I get it,” while Barker pointed to other contemporaneous emails in the record that Martin and Cummings interpreted differently.

Neither side asked the court to rule from the bench at argument; the matter was fully argued and submitted for decision on the briefs and the record. The appeals court’s decision will determine whether, under Massachusetts law, the content of communications and a recipient’s testimony can substitute for the lease’s specified form of written notice, or whether adherence to the lease’s formalities is required to terminate an automatic extension.

If the appeals court accepts Innovation’s position, it would make it easier for tenants to rely on informal communications and recipient testimony to avoid formal notice rules in commercial leases; if the court affirms the trial court, it will underscore that strict compliance with notice clauses remains a baseline requirement unless the record shows clear, timely and unambiguous alternative notice.