Appeals court reviews contract language in sewer-easement dispute between Range Way and Billerica Developers

The Appeals Court heard argument over whether Range Way can exercise a recorded sewer-extension option tied to a defined term (“Curriculum Associates business”) and whether the easement and its exhibits were integrated so that successor owners may enforce the right.

Kelly Frey, representing Billerica Developers LLC, argued that section 2 of the easement expressly confines the option to be exercised by Curriculum Associates for Curriculum Associates’ publishing business and that the successor language in other parts of the agreement cannot be read to create a transferable right for third-party purchasers. Frey said the pleadings fail to establish that Range Way has identified permitted future uses or sought government approvals necessary to execute an extension over another owner’s land.

Range Way counsel Timothy Perry told the panel the instruments were recorded as an integrated agreement and that sections stating the provisions “run with the land” and that benefits “inure to successors and assigns” must be read together with the exhibit; he said that reading gives effect to the whole recorded document and permits successors to enforce the easement rights.

The trial court denied judgment on the pleadings and found the agreements to be integrated; the appeals court questioned how to harmonize defined terms in the exhibit with successor-and-assign language in the main instrument and explored whether unresolved factual issues (such as whether governmental approvals would be required and whether Range Way seeks to connect the sewer for Curriculum Associates’ business) preclude summary disposition.

The panel took argument under advisement.