TRUSTEES OF THE BEECHWOOD VILLAGE CONDOMINIUM TRUST v. USALLIANCE FEDERAL CREDIT UNION and JEFFREY S. REALE, as he is Trustee of the Beechwood Village Realty Trust, and SEAN P. FALLON.

In this action, the plaintiff Trustees of the Beechwood Village Condominium Trust sought various declarations concerning two mortgages now held by defendant USAlliance Federal Credit Union ("USAlliance") on Lot 7 Beech Street, Rockland, Massachusetts. Lot 7 is the site of the Beechwood Village Condominium. The Condominium Trust is the organization of the Condominium's unit owners. Defendant Jeffrey S. Reale, as Trustee of the Beechwood Village Realty Trust, is the Condominium's "declarant," or developer. Trustee Reale granted the two mortgages that are the subject of this controversy.

After the Condominium Trustees filed suit, USAlliance counterclaimed against the Trustees, seeking certain declarations as to priority of interests in both of the disputed mortgages and the continuing viability of certain rights that Trustee Reale granted to USAlliance in one of those mortgages. While USAlliance has not cross-claimed against Trustee Reale, on July 13, 2017, Trustee Reale informed the Court that he wished to take a default in this action. On July 21, 2017, the parties (including Trustee Reale) agreed that Trustee Reale would be bound by the outcome of this action, including any declarations by this Court that relate to Trustee Reale's interests in the Condominium and Lot 7.

By order dated January 12, 2017, with the consent of those who were then parties to this action (the Condominium Trustees and USAlliance), this Court allowed attorney Sean P. Fallon to intervene in this action for the limited purpose of opposing a then-pending motion by the Trustees for summary judgment. The Trustees subsequently replaced that motion with a motion for summary judgment dated April 11, 2017.

This matter is now before this Court on the Trustees, USAlliance and intervenor Fallon's cross-motions for summary judgment. In accordance with this Court's Decision issued today, in light of the undisputed facts and arguments of counsel, this Court DENIES the Trustees' Motion for Summary Judgment dated April 11, 2017, and GRANTS USAlliance and intervenor Fallon's cross-motions for summary judgment, but only in part. The Court thus

ORDERS, ADJUDGES and DECREES that:

A. USAlliance is the assignee of a mortgage granted by Trustee Reale to Mark S. Gardner, Trustee of the Mark S. Gardner Trust (the "Gardner Trust"), on May 11, 2006 (the "Gardner Mortgage," recorded with the Plymouth County Registry of Deeds (the "Registry") in Book 32664, page 217).

B. As assignee of the Gardner Mortgage, USAlliance has a security interest in the premises described in that mortgage (the "Mortgaged Premises") that is superior to any interest in those Premises that arises under or subsequent to The Master Deed for Beechwood Village Condominium dated March 7, 2007 (the "Master Deed," recorded at the Registry in Book 34222, Page 19), with two exceptions: (1) Under the terms of an instrument recorded at the Registry on April 11, 2007 in Book 34275, Page 145, the Gardner Mortgage is subordinate to a mortgage granted by Trustee Reale to USAlliance dated April 11, 2007 (the "2007 Mortgage," recorded with the Registry in Book 34375, Page 148). (2) The Gardner Trust has executed and recorded at the Registry 54 documents entitled "Partial Discharge of Real Estate Mortgage." Each Partial Discharge releases from the Mortgaged Premises the specific unit identified in that Partial Discharge.

C. The Gardner Mortgage secures the payment of a $1.9 million Promissory Note executed by Trustee Reale in favor of the Gardner Trust and dated May 11, 2006. The Gardner Trust has assigned that note to USAlliance. Trustee Reale has not fully paid that note, and thus the Gardner Mortgage has not been discharged.

D. The Gardner Mortgage also secures "payment of or performance of all other debts" of or by Trustee Reale to or for the benefit of the Gardner Trust and "any holder or holders" of the Gardner Mortgage, which now includes USAlliance.

E. USAlliance holds a $4.7 million Adjustable Rate Promissory Note executed by Trustee Reale and dated April 11, 2007. The 2007 Mortgage secures the repayment of that note. Trustee Reale has not fully paid the note, and thus the 2007 Mortgage has not been discharged.

F. In the 2007 Mortgage, Trustee Reale granted to USAlliance a security interest in, among other things, Trustee Reale's rights under article 4 of the Master Deed.

G. Trustee Reale's rights under two parts of article 4 have expired: (1) all of Trustee Reale's rights under article 4(B)(i); and (2) Trustee Reale's right and easement in and over Phase One of the Condominium, as described in article 4(A), "to construct the buildings, roadways and other amenities, and to construct drainage and perform grading on and over roadways and other amenities, and that portion of the premises shown as subsequent phases on the Condominium Plans…."

H. None of Trustee Reale's rights under article 4 has expired except for the two rights described in ¶ G above.

The Condominium Trustees' Amended Complaint is DISMISSED with prejudice.

Upon payment of all required fees, a certified or attested copy of this Judgment may be recorded at the Registry and marginally referenced on all relevant documents.

SO ORDERED.