March 1, 2026

Happy Birthday to Lowell! Two hundred years ago today the legislation that created the town of Lowell took effect.

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Debate over a proposed lease for the Lowell Senior Center dominated Tuesday’s city council meeting (February 24, 2026). In the end, it failed on a tie vote with Councilors Dan Rourke, Kim Scott, Sokhary Chau, John Descoteaux and Vesna Nuon voting for the lease and Councilors Corey Robinson, Belinda Juran, Sidney Liang, Sean McDonough and Mayor Erik Gitschier voting against it. Councilor Rita Mercier recused herself from the debate because she is, according to the Secretary of State’s website, the president of Friends of Lowell Council on Aging Center Inc. and thus would have a conflict of interest. As Mercier stood to leave the room, she explained the reason for her recusal but added, “If I could vote for it I would,” so her inability to vote was decisive in the defeat of the measure since had she been able to vote, the measure would have passed.

This issue is complicated, both legally and politically, and it is cloaked in gray areas. When it arose two years ago, I looked closely at the relevant documents on record at the registry of deeds and wrote of my findings in my February 18, 2024, newsletter. Here’s a summary of what I wrote back then:

Located at the corner of Broadway and Fletcher in the Acre, the Senior Center opened in that location in the early 2000s. For a century and a half previously, the property was home to the Lowell Department of Public Works, but that operation relocated to outer Middlesex Street. At the same time, the city was in desperate need for a new home for its senior center which had for several decades been located across from City Hall in the Smith Baker Center. Readers will be familiar enough with that building to understand why the senior center needed a new home.

In the late 1990s, the city took advantage of a mixture of federal and state programs to create the Acre Urban Revitalization and Development Project to rehab the neighborhood. The Acre Market Basket was the first big development realized by this effort. Other projects included the Kathryn Stoklosa Middle School, the Western Canal Walkway, numerous streetscape improvements throughout the neighborhood, and the rehabilitation of nearly 500 units of housing and the construction of approximately 150 new units of housing with much of that piece done by the Coalition for a Better Acre.

In July 2000, John Cox succeeded Brian Martin as city manager and on May 8, 2001, the City Council, by a 9 to 0 vote, authorized Cox to execute a purchase and sales agreement with Nick Sarris and George Behrakis as trustees of City Barns Trust by which the city would convey to the Trust the land that housed the DPW which was known as the City Stables parcel (also known as the City Barns or 276 Broadway). In return, the Trust would rehabilitate the City Stables building and make it (with a certain amount of parking) available to the city for use as a Senior Center.

According to the P&S, the purchase price to be paid by the Trust to the city was $1,399,600, however, that was not to be paid as a lump sum at the closing. Instead, it would be paid by means of an annual credit for the City’s lease agreement with the Trust. The lease between the city and the Trust for the use of the building would be for 20 years and the annual lease payment would be approximately $250,000 per year. The agreement further stated that at the end of the 20-year lease, the Trust “shall gift and donate the leased premises to the City of Lowell.”

On October 5, 2001, the city conveyed the property to the Trust. The deed described the consideration paid by the trust for the property as “$750,000 paid by periodic payment credits with imputed interest pursuant to a written agreement between [the city] and [the Trust}, having an agreed value over twenty years of $1,389,000.”

The deed makes no mention of gifting the property to the city at the end of the 20-year lease. On Tuesday night, councilors and members of the public who opposed the lease cited their understanding that the property should have reverted to city ownership after 20 years as reasons for opposing the lease, reasoning that the city should not continue paying rent for a property it already should own. In response, the city solicitor highlighted the absence of such language in the deed as weakening that argument.

Massachusetts real estate law has something called the doctrine of merger. Under this rule, if a promise made in the purchase and sale agreement is not specifically restated in the deed, that promise generally becomes unenforceable after the closing with the express language of the deed being the final and exclusive statement of the rights and obligations of the parties.

From personal knowledge I can attest that the Lowell City Solicitor in 2001 was highly competent as were the other lawyers in the office at that time, so I’m quite certain that the omission of the 20-year reversionary term was intentional and not accidental. I have no personal information about why it was omitted but can make a pretty good guess. Had a 20-year reversionary clause been included in the deed, it would have prevented City Barns Trust from obtaining a mortgage to pay for the renovations and the project would have fallen through. (Notably, on May 6, 2002, City Barns Trust obtained a $15 million mortgage on this property from Atlantic Bank of New York.)

Why the 20-year clause would have been fatal to obtaining a bank loan requires an understanding of how a mortgage works. A mortgage as we know it is two separate legal transactions. In one, the borrower executes a promissory note in which they promise to repay the lender a certain amount of money with interest over time. The promissory note is governed by the law of contracts and does not get recorded at the registry of deeds.

The second part of a mortgage involves a document called a mortgage which is a deed that conveys an interest in real estate from the owner/borrower to the lender. The interest conveyed is the right to sell the property if the owner/borrower defaults on the terms of the note (i.e., “foreclose”) with the lender applying the proceeds of that sale to the indebtedness on the note.

Before a lender makes a loan, it must ensure that the real estate that’s to be encumbered by the mortgage is clear of any defects or restrictions that might lower its value should it have to be sold at foreclosure. In the case of the senior center, a parcel of land that by the terms of its deed reverted to city ownership after 20 years would not be worth very much to a prospective buyer at a foreclosure auction, so a bank would not accept such an encumbered deed as security for a loan.

That explains why the 20-year reversionary clause was likely omitted from the deed. You might then ask, why didn’t the parties clearly memorialize this agreement in some other document to avoid any ambiguity? The short answer is that no one wanted to be indicted for bank fraud since executing and accepting a deed that omitted the 20-year reversion to induce a bank to make a loan while entering a “side agreement” on the excluded provision would be a federal crime.

That said, back in 2001, everyone understood that the intent of the parties was that City Barns would convey the property back to city ownership as a gift at the end of the 20-year lease, however, that was not a legally binding promise.

Since then, I expect that many other promises, some legally binding, some not, have been made between the parties. Think about it. This happened early in John Cox’s term as city manager. He held that position from July 2000 until July 2006. He was succeeded by Bernie Lynch who remained city manager until March 2014. He was succeeded by Kevin Murphy who served until April 2018, and then Eileen Donoghue who served until April 2022, at which point current city manager Tom Golden took over. On Tuesday night, Golden said something like as soon as he took office he “started unravelling this issue.”

During the intervening 20 years, how many modifications and side agreements have been made by the city? An obvious one is the city’s failure to pay rent since 2022. The reason for that was that the lease expired and the city auditor could not legally authorize rental payments without a valid lease. Because the city continued to use the property, it would be obligated to pay rent for use and occupancy. It hasn’t done that and, rather than begin eviction proceedings, the property owner has allowed the situation to continue, likely on the city’s promise that the back rent would be forthcoming. (The proposed lease rejected Tuesday would have amortized that back rent over the life of the lease.)

Sure, the prior lease may have said “any modifications must be made in writing” but politics is still guided by that old rule that “if you don’t have to write it down, say it, and if you don’t have to say it, nod your head.” The lawyers only get involved after the fact and are left playing catch up to keep things legal or, perhaps more accurately, to frame what the principals have already agreed to or done in a way that is arguably legal. Even though a promise might be required to be in writing, if the parties agree to something verbally and then act in reliance of that promise, one party can’t then disclaim the promise because it’s not in writing. (Ask Gemini about “detrimental reliance.”)

The time horizon for most city councilors is the next election, not the end of a 20-year lease, so through the decades, whenever something was needed for the senior center, I suspect there were council demands to “make this happen” to whoever was city manager who was then forced to scramble to keep councilors happy.

Which is not to say the city would lose if it chose to litigate the 20-year reversionary promise. The city could ultimately win in court but even if it did it would be a messy, protracted affair that could jeopardize the continued use of the senior center, at least until the litigation was resolved years from now.

There’s also a “be careful what you wish for because it might come true” element to this. Should the issue be litigated and the city prevail, then what? The federal grants that are essentially being laundered through the lease to pay for the operation of the senior center could no longer be used and the burden would fall on the city budget which seems like it will already be painfully stretched by other demands.

Tuesday night, Councilor Vesna Nuon may have accurately summed up this predicament when he said, “we’re presented with two bad options.” In voting for the new lease, he apparently concluded that doing so was the least bad of the two choices.

Councilor Belinda Juran, who voted against the new lease, expressed her concern that the version of the lease placed before the council was incomplete and ambiguous. Because ambiguities left unresolved in 2001 are today haunting the current council, Juran said any new lease should not make the same mistake.

My sense was that Councilor Juran was not inexorably opposed to the proposal provided more clarity is forthcoming. Perhaps other councilors who voted against the lease are similarly situated. Consequently, I would not be surprised if a revised proposal comes back before the council in the coming months.

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Given the complexity of the senior center analysis, I’ll hold off on writing about several other items that arose at the council meeting until next week’s newsletter.

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In this week’s Seen & Heard column, I reviewed the best-selling book 1929 by Andrew Ross Sorkin; reviewed Week 3 of the Winter Olympics on TV; wrote about a new feature called “One Special Thing” in the Sunday Arts section of the Boston Globe; wrote about a New York Times article about the sudden closure of the airspace over El Paso, Texas; and commented on obituaries of Jesse Jackson and Robert Duvall.

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If you want to learn more about Lowell’s founding, check out my new book, Lowell: A Concise History by downloading a full PDF of the book for free at this link or by purchasing a print copy from Lulu Press at this link.