HAYASTAN INDUSTRIES INC v. ANGELA GUZ (2026)

MEMORANDUM AND ORDER PURSUANT TO RULE 23.0

The defendants, Angela and Christopher Guz (Guzes), appeal from a judgment on their petition for attorney's fees and costs. The Guzes contend that the judge erred by reducing their fee request based solely on the determination that the amount of time counsel spent on the case was “disproportionate to the interests at stake.” The plaintiff, Hayastan Industries, Inc. (Hayastan), filed a cross appeal, arguing that the judge erred in dismissing its summary process action and by finding it in violation of G. L. c. 93A. Hayastan further argues that if it did not violate c. 93A, the Guzes are not entitled to attorney's fees; in the alternative, even if it did violate c. 93A, Hayastan contends that the judge's decision to reduce the award was within his discretion. We affirm the judgment dismissing the summary process action and so much of the judgment on the Guzes’ counterclaims finding Hayastan in violation of G. L. c. 93A and G. L. c. 186, § 14, and vacate the award of attorney's fees and remand for further consideration of that issue.²

Background. 1. Facts. The Guzes have lived in a mobile home park, owned by Hayastan, for over twenty-three years. In March 2020, the Guzes defaulted on a loan and their manufactured home (home) was repossessed and conveyed to Hayastan. This appeal arises out of the second summary process proceeding initiated by Hayastan.

In the first action (Guz I), the judge held that Hayastan could not terminate the Guzes’ occupancy of their home for no fault because Hayastan was the owner of the park, and therefore, the Guzes were protected from no fault evictions under G. L. c. 140, § 32J.³ The judge also found that Hayastan owed the Guzes damages. To calculate the damages, the judge estimated that the fair rental value of the home was $1,000 per month.⁴

From October 2020 through the end of 2021, the Guzes paid, and Hayastan accepted, between $214 and $217 per month. On January 6, 2022, the Guzes received a notice to quit their tenancy, dated January 5, 2022, stating they owed Hayastan $12,778.74 for unpaid use and occupancy fees.⁵ Hayastan subsequently brought a second summary process action for nonpayment. The Guzes filed counterclaims alleging Hayastan committed unfair and deceptive practices within the meaning of G. L. c. 93A, and interfered with their right to quiet enjoyment of the premises, in violation of G. L. c. 186, § 14.

2. Procedural history. Both parties moved for summary judgment on Hayastan's claim for possession of the Guzes’ home. The judge denied Hayastan's motion and entered judgment for the Guzes because “no rent ha[d] been established for occupancy of the home,” making the notice to quit defective. The Guzes subsequently filed for summary judgment on their remaining counterclaims -- violations of G. L. c. 93A and G. L. c. 186, § 14 -- which the judge denied.⁶

The case proceeded to a bench trial, after which the judge found that “Hayastan's conduct in demanding significantly more rent than was owed constitute[d] an unfair and deceptive trade or practice under G. L. c. 93A,” and those actions were a “substantial interference with the Guzes’ tenancy at will in violation of G. L. c. 186, § 14.” The judge awarded the Guzes $642.57 in damages plus attorney's fees and costs, pursuant to G. L. c. 186, § 14.⁷ Hayastan filed a motion for reconsideration, which was denied.

The Guzes then filed a petition requesting reasonable attorney's fees of $12,640 and costs of $1,176.80; Hayastan opposed. The judge awarded the Guzes $1,176.80 in costs and $3,500 in attorney's fees, reasoning that “[t]he amount of time spent litigating this case appear[ed] ․ to be disproportionate to the interests at stake.” In response, the Guzes filed a motion for reconsideration of the judgment, which was denied.

Discussion. “On review of a jury-waived proceeding, we accept the judge's findings of fact unless they are clearly erroneous.” South Boston Elderly Residences, Inc. v. Moynahan, 91 Mass. App. Ct. 455, 462 (2017), quoting United States Bank Nat'l Ass'n v. Schumacher, 467 Mass. 421, 427 (2014). A finding is clearly erroneous when there is no evidence to support it or when “although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed.” Jablonski v. Casey, 64 Mass. App. Ct. 744, 747 (2005), quoting United States v. United States Gypsum Co., 333 U.S. 364, 395 (1948). “We review the judge's rulings on questions of law de novo.” United States Bank Nat'l Ass'n, supra. Similarly, “[w]e review a decision on a motion for summary judgment de novo.” Conservation Comm'n of Norton v. Pesa, 488 Mass. 325, 330 (2021). “Summary judgment is appropriate where there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law.” Id.

1. The Guzes’ tenancy. Hayastan argues (1) that the judge erred in finding that the Guzes were tenants at will, and (2) that Hayastan properly sought eviction for nonpayment of use and occupancy because the Guzes were tenants at sufferance. We disagree.

“A tenant at sufferance is ․ a person who continues in possession of premises after termination of a tenancy” (citation omitted). Davis v. Comerford, 483 Mass. 164, 169 n.12 (2019). A tenant at will is one who “continues in a tenancy as long as the parties mutually agree” (citation omitted). Bank of N.Y. Mellon v. King, 485 Mass. 37, 49 n.11 (2020). However, “[a] tenancy at will is also created ․ if a landlord accepts rental payments without providing a written lease.” Id. Whether a tenancy at sufferance is turned into a tenancy at will is an issue of fact, and therefore, we accept the judge's finding unless it is clearly erroneous. See Staples v. Collins, 321 Mass. 449, 451 (1947).

Here, the judge found that when Hayastan bought the home, it had “no landlord-tenant relationship with the Guzes,” but “[b]y accepting the [monthly] payments[ from the Guzes], Hayastan established a tenancy at will at a monthly rent that was well below the $1,000 per month it demanded in its notice to quit.” The judge also found that “the burden was on Hayastan to inform the Guzes that it was not intending to establish a new tenancy,” and it did not do so.

Additionally, the judge found that Hayastan's first notice to quit was issued to the Guzes in December 2020, and although the notice had a statement that “monies paid after the notice would not establish a new tenancy ․ Hayastan accepted several payments prior to serving the first notice to quit.”⁸ While the record does not contain documentation to support the judge's finding that the first notice to quit with a reservation of rights was served in December 2020, neither party challenges this fact in their briefs, and we have no basis to conclude that the judge's finding was clearly erroneous.

Hayastan relies on the decision in Corcoran Mgt. Co. v. Withers, 24 Mass. App. Ct. 736 (1987) (Corcoran), to argue that a tenancy at will was not created by accepting the partial payment of use and occupancy. In Corcoran, this court concluded that a “tenant whose right to possession has been terminated by valid notice of the landlord cannot unilaterally continue to send the landlord monthly rent payments and by that alone prevent the landlord from prosecuting his summary process action.” Id. at 744-745. However, the circumstances in Corcoran are distinguishable from the facts here. In Corcoran, the landlord not only served a notice of termination of the lease, but also had “conferences and discussions [with the tenant] which resulted in the execution of a written agreement” that stated “acceptance of any money either as rent or use and occupation shall not be deemed as a waiver.” Id. at 738. The judge in Corcoran also found that “the landlord never intended to waive the landlord's right to possession and did not in fact waive the right to possession.” Id. at 746.

Here, by accepting the Guzes’ payments every month without notifying the Guzes of a reservation of possession, Hayastan failed to demonstrate that it intended to reserve its claim. Our precedent has placed the burden on landlords seeking to reserve their claim to possession. See Kimball v. Rowland, 6 Gray 224, 226 (1856) (“receipt of the money due for rent, after such notice given, will not necessarily operate as a waiver of [the landlord's right to possession], if the landlord, at the time of receiving such rent, gives notice that he does not thereby intend to waive his right to terminate his lease, or revoke his notice” [emphasis added]); McCarthy v. Harris, 17 Mass. App. Ct. 1002, 1002-1003 (1984) (landlord reserved rights by endorsing each check with “all monies accepted as payment for use and occupation of premises and without in any way waiving any of landlords’ rights, especially those pursuant to notice to quit”); Slater v. Krinsky, 11 Mass. App. Ct. 941, 942 (1981) (landlord expressly reserved his rights by endorsing each check before cashing them and wrote three letters to tenant advising that checks were “received for use and occupation and not as rent”). Here, there was insufficient evidence, other than payment and acceptance, for the judge to find that Hayastan intended to, or did, preserve its right to terminate the tenancy. See McCarthy, supra at 1003. Therefore, it was not clearly erroneous for the judge to find that Hayastan did not properly reserve its rights to possession and, by accepting the Guzes’ payments, the parties formed a tenancy at will.

2. Use and occupancy. Hayastan argues that dismissal of the summary process action was error because the judge “should have found that the amount of use and occupancy set in [Guz I] was controlling” and “[w]hen [the Guzes] failed to pay[,] ․ Hayastan was entitled to bring an eviction action for nonpayment.” We disagree. The $1,000 per month figure set by the court in Guz I was for the asserted fair market value of the home, and did not constitute the agreed-upon rent between the parties. As tenants at will, discussed supra, the Guzes had no obligation to pay the $1,000 in use and occupancy Hayastan demanded. Because we hold that the judge did not err in finding that the parties created a tenancy at will, it was not error to allow the Guzes’ motion for summary judgment on the summary process for nonpayment since the Guzes did not owe Hayastan use and occupancy fees.⁹ See Davis, 483 Mass. at 169-170.

3. G. L. c. 184, § 14. The judge found that “Hayastan's actions constitute[d] a substantial interference with the Guzes’ tenancy at will in violation of G. L. c. 186, § 14.” Hayastan argues that there was no violation of G. L. c. 186, § 14, because “it was reasonable to believe it had a right to seek repossession due to [the Guzes’] failure to pay use and occupancy.” However, Hayastan has waived its argument that the judge erred in finding that it violated G. L. c. 186, § 14, because it has not cited any legal authority to show that the judge erred.¹⁰ See Tedeschi-Freij v. Percy Law Group, P.C., 99 Mass. App. Ct. 772, 781 (2021) (argument waived when “claims are not supported by sufficient legal argument or factual detail and do not cite to any supporting authority”).

Moreover, it is a “landlord's conduct, and not his intentions” (citation omitted), that is controlling “on the question whether there has been a breach of the covenant of quiet enjoyment.” Cruz Mgt. Co. v. Thomas, 417 Mass. 782, 789-790 (1994). Therefore, even if Hayastan's argument were not waived, it is not relevant whether Hayastan believed its actions were reasonable.

4. G. L. c. 93A. The judge found that “Hayastan's conduct in demanding significantly more rent than was owed constitute[d] an unfair and deceptive trade or practice under G. L. c. 93A,” and that the conduct was a “willful and knowing violation of the law.” Hayastan argues that bringing an eviction action for failure to pay use and occupancy was not a violation of G. L. c. 93A because it took “the only reasonable course of action based” on Guz I.¹¹ “[W]hether a particular set of acts, in their factual setting, is unfair or deceptive is a question of fact But whether conduct found to be unfair or deceptive rises to the level of a chapter 93A violation is a question of law” (quotations and citations omitted). H1 Lincoln, Inc. v. South Washington St., LLC, 489 Mass. 1, 13-14 (2022).

It was not clearly erroneous for the judge to find that asking for more rent than what was owed and agreed to constituted an unfair and deceptive act. “Whether an act or practice violates c. 93A is based on the totality of the circumstances.” Connor v. Marriott Int'l, Inc., 103 Mass. App. Ct. 828, 833 (2024). Although Hayastan argues it acted in “good faith,” we have said that “[t]o be held unfair or deceptive under c. 93A, practices ․ do not have to attain the antiheroic proportions of immoral, unethical, oppressive, or unscrupulous conduct, but need only be within any recognized or established common law or statutory concept of unfairness.” VMark Software, Inc. v. EMC Corp., 37 Mass. App. Ct. 610, 620 (1994). Asking for significantly more rent than what was agreed to is “within the penumbra of common law, statutory, or other established concept of unfairness,” and could have misled the Guzes into paying more than what was owed, which they would not have done otherwise. Connor, supra at 835, quoting Heller Fin. v. Insurance Co. of N. Am., 410 Mass. 400, 408 (1991). See Connor, supra at 836 (“A deceptive practice is one that ‘could reasonably be found to have caused a person to act differently from the way he otherwise would have acted’ ” [citation omitted]).

Moreover, it is an unfair and deceptive trade practice for a landlord to willfully violate any provision of G. L. c. 186, § 14. 940 Code Mass. Regs. § 3.17(6)(f) (1993). Here, the judge found that “Hayastan's conduct was a willful and knowing violation of the law.” Thus, there was a violation of G. L. c. 93A by willfully violating the Guzes’ right to quiet enjoyment.¹² See Homesavers Council of Greenfield Gardens, Inc. v. Sanchez, 70 Mass. App. Ct. 453, 459 (2007).

5. Award of attorney's fees. “We review an award of attorney's fees for an abuse of discretion.” Hidalgo v. Watch City Constr. Corp., 497 Mass. 319, 322 (2026). “We find abuse of discretion when we determine that a decision resulted from a clear error of judgment in weighing the factors relevant to the decision ․ such that the decision falls outside the range of reasonable alternatives.” Id., quoting Sutton v. Jordan's Furniture, Inc., 493 Mass. 728, 742 (2024). The judge awarded attorney's fees and costs under both G. L. c. 93A and G. L. c. 186, § 14. The Guzes argue the judge erred in reducing the fee award because of “disproportionality” between the amount requested and the interests at stake. We agree.

The purpose of fee-shifting statutes like G. L. c. 93A and G. L. c. 186, § 14, is to

“act as a powerful disincentive against unlawful conduct ․ [and] provide an incentive for attorneys to provide representation in cases that otherwise would not be financially prudent for them to take on, and in that sense they help to assure that claimants who might not be able to afford counsel, or whose claims are too small to warrant an expenditure of funds for counsel, will be represented.”

Ferman v. Sturgis Cleaners, Inc., 481 Mass. 488, 492-493 (2019), quoting Commonwealth v. Augustine, 470 Mass. 837, 842 (2015). This case serves as an example of why G. L. c. 93A and G. L. c. 186, § 14, have fee shifting provisions. See Ferman, supra. The Guzes’ counsel does not “charge [their] clients any advance attorney's fee payment, but rather seek [their] reasonable attorney's fees from the other side in litigation.” Therefore, they are not paid “a regular hourly rate” unless they are awarded reasonable attorney's fees. Without the incentive provided by the fee shifting provisions, it is less likely that the Guzes would have been represented. See Ferman, supra.

“The lodestar method is generally used for calculating attorney's fees under fee-shifting statutes.” Sutton, 493 Mass. at 742. The lodestar approach entails multiplying “the number of hours that are reasonably expended and adequately documented” by a fair market rate. Hidalgo, 497 Mass. at 322-323. In deciding whether the amount of time documented by the prevailing attorney “was reasonably expended,” the judge “should consider not only the prevailing party's ‘financial interests at stake but also the [prevailing party's] other interests sought to be protected by the statute in question and the public interest in having persons with valid claims under the statute represented by competent legal counsel.’ ” Id. at 323, quoting Stowe v. Bologna, 417 Mass. 199, 203 (1994). When applying the lodestar method, a judge may, in addition to considering the interests at stake, consider factors articulated in Linthicum v. Archambault, 379 Mass. 381, 388-389 (1979). See id. (factors include “the nature of the case and the issues presented, the time and labor required, the amount of damages involved, the result obtained, the experience, reputation and ability of the attorney, the usual price charged for similar services by other attorneys in the same area, and the amount of awards in similar cases”). See also Siegel v. Berkshire Life Ins. Co., 64 Mass. App. Ct. 698, 706 n.8 (2005) (“Under the lodestar method, other, formerly separate considerations, see, e.g., Linthicum[, supra], come into play indirectly”).

Here, the Guzes petitioned for $12,640 in attorney's fees and $1,176.80 in costs, and the judge awarded them $4,976.80 -- $3,500 in attorney's fees and $1,176.80 in costs. The judge reasoned that the “series of eviction-related cases” were “not complicated,” and found that the “time spent litigating” was “disproportionate to the interests at stake.” The judge considered the Linthicum factors in finding what was a reasonable award and noted that only nominal and statutory damages were awarded. However, the Guzes sought attorney's fees for work performed that defended their right to continue living in their home, their right to quiet enjoyment, and their right to be free from unfair and deceptive acts, on which they prevailed. See G. L. c. 186, § 14; G. L. c. 93A.

Although the judge found that their case was not complex, the parties spent a considerable amount of time litigating this matter, beyond just the short trial. For example, there were cross motions and oppositions for summary judgment, several motion hearings, a motion to compel discovery responses, and a motion for reconsideration of the judgment. Additionally, the Guzes sought to depose Stephen Shahabian, the principal of Hayastan, and in response, Hayastan moved for a protective order. The judge heard argument on Hayastan's motion and denied it. The deposition was held, but Shahabian refused to answer questions about the grounds for the eviction. The Guzes then filed a motion to compel deposition responses, which the judge allowed.

Moreover, “the small amount of [damages] at stake alone does not provide a basis for reducing the ․ attorney's fees sought.” Hidalgo, 497 Mass. at 325. Solely relying on the awarded damages and the short trial to calculate the attorney's fees granted was error. See id. (“if a court determines that a prevailing party's adequately documented hours and rates are reasonable, as informed by the Linthicum factors, including the value of the relevant claim, the resulting lodestar award is also, absent special circumstances, reasonable”).

Further, Hayastan contends “there would be no grounds for attorney's fees without a finding of [violation of] G. L. c. 93A.” However, G. L. c. 186, § 14, also provides for attorney's fees. Because Hayastan has waived its argument that the judge erred in finding a violation of G. L. c. 186, § 14, and the statute provides for attorney's fees, the Guzes are entitled to a fee award regardless of their success under the G. L. c. 93A claim.

Finally, we allow the Guzes’ request for appellate attorney's fees and costs. See Yorke Mgt. v. Castro, 406 Mass. 17, 19 (1989). The parties shall proceed in accordance with Mass. R. A. P. 25 (b), as appearing in 498 Mass. 1601 (2026).

Conclusion. We affirm the judgment on docket no. 22H79SP000673 dismissing the summary process action. We vacate so much of the judgment on docket no. 23H79CV000317 as awards attorney's fees, and we remand the matter for further consideration of the amount of fees, consistent with this memorandum and order. The remainder of the judgment on docket no. 23H79CV000317, finding Hayastan in violation of G. L. c. 93A and G. L. c. 186, § 14, is affirmed.

So ordered.

FOOTNOTES

2.   We acknowledge the amicus brief filed by the Volunteer Lawyers Project, Do Novo Center for Justice and Healing, and Community Legal Aid, Inc.

3.   Hayastan appealed, and a panel of this court held, in an unpublished memorandum and order, that the judge erred in concluding that the notice to quit without cause violated G. L. c. 140, § 32J, because the statute did not apply to the Guzes after Hayastan bought the home. See Hayastan Indus., Inc. v. Guz, 105 Mass. App. Ct. 1110 (2025).

4.   The judgment and decision in Guz I were not provided in the record; however, a portion of the decision is quoted in Hayastan's motion for reconsideration.

5.   The notice to quit stated that the Guzes owed Hayastan $18,778.74, minus the $6,000 the Guzes were awarded in Guz I, leaving a balance to be paid of $12,778.74.

6.   The judge transferred the counterclaims to the civil docket, with the Guzes named as the plaintiffs and Hayastan named as the defendant.

7.   The judge also awarded the Guzes $25 in damages and reasonable attorney's fees and costs for the G. L. c. 93A violation, but concluded that “[b]ecause both claims arise from the identical set of facts, the Guzes are not entitled to duplicate damages, but instead are only entitled to damages for the claim that results in the greatest award.”

8.   In its reply brief, Hayastan contends for the first time that no tenancy at will was established before the notice was served, stating that “a notice to quit [was sent] only [nine] days after purchasing the [home],” which was sometime in March 2020. This notice to quit is not included in the record; the only notice in the record is from January 2022. Hayastan's failure to address this issue in its principal brief constitutes waiver. See Smith v. Bell Atl., 63 Mass. App. Ct. 702, 725 n.8 (2005) (“argument that is not raised in a party's principal brief may be deemed waived”); Mass. R. A. P. 16 (a) (9) (A), as appearing in 481 Mass. 1628 (2019) (“appellate court need not pass upon questions or issues not argued in the brief”).

9.   We see no merit in Hayastan's argument that issue preclusion applies, for the reason, among others, that Hayastan has failed to provide us with the original judgment in Guz I. Moreover, the judge's decision on remand from the panel's decision in Guz I clarifies that the $1,000 figure was merely what Hayastan had sought in its complaint, not a determination based on evidence as to the fair market value of the home.

10.   In Hayastan's principal brief, the quiet enjoyment issue is not addressed in the summary of the argument, and it only cites G. L. c. 186, § 14, twice in the entire brief.

11.   Hayastan also argues that “[b]ecause a tenant at sufferance is not a [t]enant, there is no need for the parties to reach an accord as to how much the property should rent for,” however, it does not cite any legal authority to support this proposition, therefore the argument is waived. See Tedeschi-Freij, 99 Mass. App. Ct. at 781. Hayastan also contends that it acted “in good faith” by relying on “what it believed was the holding of [Guz I].” Hayastan again asks us to rely on the Guz I judgment that is not included in the record, which we cannot do. See Chokel v. Genzyme Corp., 449 Mass. 272, 279 (2007). To the contrary, the judge found that “Hayastan's conduct was a willful and knowing violation of the law.”

12.   Even if the judge erred in finding a violation of G. L. c. 186, § 14, the attorney's fees incurred as a result of Hayastan's unfair or deceptive conduct can be considered the injury for c. 93A purposes. See Montanez v. 178 Lowell St. Operating Co., LLC, 95 Mass. App. Ct. 699, 703 (2019) (“if a c. 93A violation forces someone to incur legal fees and expenses that are not simply those incurred in vindicating that person's rights under the statute, those fees may be treated as actual damages in the same way as other losses of money or property” [citation omitted]). The legal fees that the Guzes incurred, that did not depend on the success of the § 14 claim, amount to actual damages. See id.