Board of Assessors of the City Cambridge v. Commissioner of Revenue, Kendall Green Energy LLC (Intervenor) (January 30, 2026) (

COMMONWEALTH OF MASSACHUSETTS
APPELLATE TAX BOARD
BOARD OF ASSESSORS OF THE
CITY OF CAMBRIDGE
v. 	COMMISSIONER OF REVENUE
and
KENDALL GREEN ENERGY LLC
(INTERVENOR)
Docket Nos. C344447
C345821
C349143
Promulgated:
January 30, 2026
These are appeals heard under the formal procedure pursuant to G.L. c. 58A, § 6
and G.L. c. 58, § 2, brought by the Board of Assessors of the City of Cambridge
(“appellant” or “assessors”) to challenge the Commissioner of Revenue’s (“appellee” or
“Commissioner”) classification of Kendall Green Energy LLC (“Intervenor” or “Kendall”)
as a manufacturing corporation as of January 1, 2021, January 1, 2022, and January 1,
2023 (“tax years at issue”).
Chairman 	DeFrancisco 	heard 	the 	Intervenor’s 	Motion 	for 	Partial 	Summary
Judgment (“Intervenor’s Motion”). Commissioners Good, Elliott, Metzer, and Bernier
joined him in the order allowing the Intervenor’s Motion and in the decision that the
Intervenor was entitled to classification as a manufacturing corporation.
These findings of fact and report are made pursuant to a request by the appellant
under G.L. c. 58A, § 13 and 831 CMR 1.34.
Anthony M. Ambriano, Esq. for the appellant.
Celine E. de la Foscade-Condon, Esq. for the appellee.
Philip S. Olsen, Esq. for the Intervenor.
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FINDINGS OF FACT AND REPORT
Based on the Intervenor’s Motion, the Commissioner of Revenue’s Motion in
Support of the Intervenor’s Motion for Partial Summary Judgment (“Commissioner’s
Motion in Support”), the Objection of the Board of Assessors of the City of Cambridge to
Intervenor’s 	Motion 	for 	Partial 	Summary 	Judgment 	(“assessors’ 	Objection”), 	the
statement of agreed facts signed by all parties, the documents provided by the parties,
and the oral arguments presented at the hearing on the Intervenor’s Motion, the
Appellate Tax Board (“Board”) made the following findings of fact.
I. Introduction and jurisdiction
On December 18, 2020, Kendall filed a Form 8832 Entity Classification Election
with the U.S. Internal Revenue Service, electing to be taxed as a business corporation,
effective December 31, 2020. Prior to the election, Kendall was a disregarded entity
whose activities were reflected on its owner’s federal tax return.
During 	relevant 	time 	periods, 	Kendall 	was 	a 	single-member 	limited 	liability
company whose sole member was Vicinity Energy, Inc., a Delaware corporation that
had neither applied for nor been classified as a manufacturing corporation by the
Commissioner. Kendall’s corporate headquarters was located at 100 Franklin Street in
Boston, with a principal place of business located at 273 First Street in Cambridge.
On or about January 29, 2021, Kendall filed a Form 355Q Application for
Manufacturing 	Classification 	with 	the 	Commissioner, 	and 	the 	Commissioner 	sent
Kendall a Manufacturing Classification Approval Notice dated April 21, 2021, in which
the 	Commissioner 	stated 	that 	Kendall 	would 	be 	classified 	as 	a 	manufacturing
corporation for purposes of state and local taxation effective January 1, 2021.
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By memorandum dated July 30, 2021, the Department of Revenue’s Senior
Deputy Commissioner of Local Services notified the various boards of assessors that
the list of Corporations Subject to Taxation in Massachusetts (“List of Corporations”) for
2021, issued pursuant to G.L. c. 58, § 2, was published on the Division of Local
Services website on July 30, 2021. Kendall was included in the List of Corporations for
2021 as a manufacturing corporation effective January 1, 2021.
The Commissioner continued to classify Kendall as a manufacturing corporation
effective January 1, 2022, and January 1, 2023.1 Kendall was included in the List of
Corporations for 2022, published on the Division of Local Services website on May 31,
2022, and in the List of Corporations for 2023, published on the Division of Local
Services website on May 30, 2023.
The assessors timely filed petitions with the Board on August 17, 2021, June 8,
2022, and June 30, 2023, challenging the Commissioner’s classification of Kendall as a
manufacturing corporation effective January 1, 2021, January 1, 2022, and January 1,
2023, respectively. In each petition, the assessors claimed that they were aggrieved by
the decision of the Commissioner and that the classification was erroneous on the facts
and law. Based upon these facts, the Board found and ruled that it had jurisdiction over
these appeals.
1 The regulation at 830 CMR 58.2.1(8)(a) states that
A corporation classified as a manufacturing corporation must reapply for manufacturing corporation
classification by filing a new application on Form 355Q on or before December 31 of the year in
which it:
1. changes its name,
2. undergoes a merger or consolidation,
3. is revived as a corporation after dissolving, or
4. reregisters with the Secretary of State after withdrawing from Massachusetts under M.G.L. c.
181, § 16, or
5. undergoes a material change in its activities.
There was no allegation that the Intervenor should have reapplied for manufacturing classification.
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Kendall filed motions to intervene on February 7, 2022, September 21, 2023, and
September 11, 2023, on the basis that it had a significant interest in the outcome of the
appeals. The Board allowed the motions to intervene by orders dated February 11,
2022, September 22, 2023, and September 12, 2023.
Kendall filed the Intervenor’s Motion on October 24, 2023. The Commissioner
filed the Commissioner’s Motion in Support on November 3, 2023. The assessors filed
the assessors’ Objection on December 8, 2023. The Board allowed the Intervenor’s
Motion. The assessors subsequently filed a letter dated October 22, 2024, by which
they “waive[d] any claims as to the Commissioner’s manufacturing classification of”
Kendall for the tax years at issue “excepting only its claims that a limited liability
company’s entitlement to the tax exemption under G.L. c. 59, § 5, Clause Sixteenth
(3)(i) is conditioned upon approval by the city or town in which the property is located.”
Accordingly, 	the 	Board 	issued 	a 	decision 	that 	the 	Intervenor 	was 	entitled 	to
classification as a manufacturing corporation.
Thus, the only issue before the Board in these appeals - as presented in the
Intervenor’s Motion - was whether a single-member limited liability company that elected
to 	be 	taxed 	federally 	as 	a 	business 	corporation 	and 	that 	was 	classified 	by 	the
Commissioner 	as 	a 	manufacturing 	corporation 	was 	eligible 	for 	the 	property 	tax
exemption under G.L. c. 59, § 5, Clause Sixteenth (3)(i).
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II. The parties’ contentions
A. The Intervenor’s contentions
The Intervenor contended that a step-by-step review of the statutory scheme
established that limited liability companies enjoy the benefits of the G.L. c. 59, § 5,
Clause Sixteenth (3) exemption through two alternative means – by complying with
Clause Sixteenth (3)(i) or by complying with Clause Sixteenth (3)(ii).2 The Intervenor
concluded that it was not a disregarded entity and thus could not come within the
purview of G.L. c. 59, § 5, Clause Sixteenth (3)(ii), which is the only subsection requiring
local approval.
The Intervenor contended that it was a business corporation and as such it was
subject to taxation under G.L. c. 63, § 39, within the meaning of G.L. c. 63, §§ 30 and
42B, and eligible for the tax benefits associated with manufacturing classification,
specifically the property tax exemption under G.L. c. 59, § 5, Clause Sixteenth (3)(i).
2 In support of its contentions, the Intervenor cited to Brayton Point Energy, LLC v. Assessors of Somerset, Mass.
ATB Findings of Fact and Reports 2021-180, aff’d, 101 Mass. App. Ct. 466 (2022), as well as Directive 00-4, in which
the Commissioner states that a limited liability company taxed as a corporation under G.L. c. 63 can receive
manufacturing corporation classification if it otherwise meets the requirements of 830 CMR 58.2.1. While the Appeals
Court affirmed the decision of the Board in Brayton Point Energy, it - in response to the assessors’ argument that
“regardless of whether Brayton Point was a disregarded entity, it was not a business corporation because it was a
limited liability company” – made clear that it “decline[d] to reach that question . . . .” Brayton Point Energy, 101
Mass. App. Ct. at 471 n.5 (2022).
Concerning Directive 00-4, the Board found it to be an outdated directive due to statutory amendments
implemented subsequent to the directive’s promulgation date of March 31, 2000, specifically amendments in 2008
that eliminated distinct tax regimes for domestic corporations under G.L. c. 63, § 32 and “foreign corporations” under
G.L. c. 63, § 39. See St. 2008, c. 173. Likewise, G.L. c. 59, § 5, Clause Sixteenth (3) underwent amendments
subsequent to the directive’s promulgation date that eliminated the distinction between domestic and foreign
corporations.
The Intervenor also cited to mandatory training courses established by the Commissioner, specifically
language in a course module that states “a partnership, association, trust, limited liability company or other
unincorporated legal entity that conducts a business that may be conducted by a manufacturing or research and
development corporation, if so classified by the commissioner, and is treated as a corporation for federal income tax
purposes, either under federal default rules or by election, is treated as a manufacturing or research and
development corporation for purposes of local property taxation and exemption.” However, the Board is bound to
follow and rely upon statutory and case law, not the Commissioner’s training courses.
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B. The Commissioner’s contentions
In support of the Intervenor’s Motion, the Commissioner maintained that G.L. c.
59, § 5, Clause Sixteenth (3)(ii) did not apply because the Intervenor elected to be
treated as a corporation and not a disregarded entity whose member was classified as a
manufacturing corporation.
C. The assessors’ contentions
The assessors interpreted G.L. c. 59, § 5, Clause Sixteenth (3)(ii) as the sole
provision permitting a limited liability company to qualify for exemption, and maintained
that 	the 	Intervenor 	could 	not 	qualify 	under 	this 	provision 	because 	it 	was 	not 	a
disregarded entity, its sole member was not a manufacturing corporation, and the City
of Cambridge has not accepted G.L. c. 59, § 5, Clause Sixteenth (3)(ii).
III. The Board’s findings and rulings
The Board found and ruled that no genuine issue of material fact existed in these
appeals and that these appeals were ripe for judgment as a matter of law. Based on the
Intervenor’s Motion, the Commissioner’s Motion in Support, the assessors’ Objection,
the statement of agreed facts, the documents provided by the parties, and the oral
arguments presented at the hearing on the Intervenor’s Motion – and as discussed
further in the Opinion, below – the Board found and ruled that a single-member limited
liability company that elected to be taxed federally as a business corporation and that
was classified by the Commissioner as a manufacturing corporation was eligible for the
property tax exemption under G.L. c. 59, § 5, Clause Sixteenth (3)(i).
As a single-member limited liability company that elected to be taxed federally as
a business corporation and that was classified by the Commissioner as a manufacturing
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corporation, the Intervenor thus was entitled to the property tax exemption under G.L. c.
59, § 5, Clause Sixteenth (3)(i). Accordingly, the Board granted the Intervenor’s Motion.
OPINION
I. Summary Judgment
Pursuant to Rule 22 of the Board’s Rules of Practice and Procedure, as in effect
at the time that the Intervenor filed the Intervenor’s Motion, “[i]ssues sufficient in
themselves to determine the decision of the Board or to narrow the scope of the hearing
may be separately heard and disposed of in the discretion of the Board.” 831 CMR
1.22.3 The Board found and ruled that these appeals presented no genuine issue of
material fact. Accordingly, the Board ruled that disposition of these appeals by summary
judgment was appropriate. See Correllas v. Viveiros, 410 Mass. 314, 316 (1991) (“The
purpose of summary judgment is to decide cases where there are no issues of material
fact without the needless expense and delay of a trial followed by a directed verdict.”).
II. Local property exemption under G.L. c. 59, § 5, Clause Sixteenth (3)(i)
The Commissioner is required to forward to the boards of assessors a list of all
corporations known to be liable to tax as of January 1 of that year, indicating on the list
which 	corporations 	have 	been 	classified 	by 	the 	Commissioner 	as 	manufacturing
corporations. See G.L. c. 58, § 2.
A corporation that is classified as a manufacturing corporation - upon applying for
classification and establishing that it is in existence and engaged in manufacturing –
“may use certain tax benefits outlined in 830 CMR 58.2.1(4).” 830 CMR 58.2.1(3). The
tax benefits allowed to classified manufacturing corporations are:
3 Citation to the version of the Board’s Rules of Practice and Procedure in effect prior to January 5, 2024.
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(a) a property tax exemption under M.G.L. c. 59, § 5(16)(3),
(b) an investment tax credit under M.G.L. c. 63, § 31A, and
(c) an exemption from sales and use tax for the sale or use of certain
property used in research and development under M.G.L. c. 64H, § 6(r)
and (s) and 830 CMR 64H.6.4.
830 CMR 58.2.1(4).
Relevant to 	these matters 	and 	the 	Intervenor’s 	Motion 	is 	the property 	tax
exemption under G.L. c. 59, § 5, Clause Sixteenth (3):
In 	the 	case 	of 	(i) 	a 	manufacturing 	corporation 	or 	a 	research 	and
development corporation, as defined in section 42B of chapter 63, or (ii) a
limited liability company that; (a) has its usual place of business in the
commonwealth; (b) is engaged in manufacturing in the commonwealth
and whose sole member is a manufacturing corporation as defined in
section 42B of chapter 63 or is engaged in research and development in
the 	commonwealth 	and 	whose 	sole 	member 	is 	a 	research 	and
development corporation as defined in said section 42B; and (c) is a
disregarded entity, as defined in paragraph 2 of section 30 of chapter 63,
all property owned by the corporation or the limited liability company other
than real estate, poles and underground conduits, wires and pipes . . . .
General Laws c. 59, § 5, Clause Sixteenth (3)(i) applies to “a manufacturing
corporation or a research and development corporation, as defined in section 42B of
chapter 63.”4 Relevant here is whether the Intervenor is a manufacturing corporation as
defined in section 42B, which states in pertinent part as follows:
Every business corporation subject to taxation under section 39 that has a
usual 	place 	of 	business 	in 	the 	commonwealth, 	and 	is 	engaged 	in
manufacturing in the commonwealth . . . shall, for the purposes of this
chapter, be considered to be a manufacturing corporation . . . .
4 While placement of the phrase “as defined in section 42B” might lend to ambiguity as to whether it applies only to “a
research and development corporation” or to both “a manufacturing corporation” and “a research and development
corporation,” G.L. c. 59, § 5, Clause Sixteenth (3)(ii) uses the phrase “whose sole member is a manufacturing
corporation as defined in section 42B of chapter 63.” It would be incongruous for G.L. c. 59, § 5, Clause Sixteenth
(3)(i) to not also define “manufacturing corporation” by the phrase “as defined in section 42B.” See Plymouth
Retirement Board v. Contributory Retirement Appeal Board, 483 Mass. 600, 605 (2019) (“Beyond plain
language, ‘[c]ourts must look to the statutory scheme as a whole’ . . . ‘so as’ to produce an internal consistency’ within
the statute . . .”).
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G.L. c. 63, § 42B(a). The preamble to G.L. c. 63, § 30 states that “[w]hen used in this
section and in sections 31 to 52, inclusive, the following terms shall have the following
meanings, and the [term] ‘business corporation,’ . . . defined in [paragraph 1] of this
section, shall, unless otherwise provided, also have the following [meaning] and effect
for purposes of all sections of this chapter.” The statute defines the term “business
corporation” as
any corporation, or any “other entity” as defined in section 1.40 of chapter
156D, whether the corporation or other entity may be formed, organized,
or operated in or under the laws of the Commonwealth or any other
jurisdiction, and whether organized for business or for non-profit purposes,
that is classified for the taxable year as a corporation for federal income
tax purposes.
G.L. 	c. 	63, 	§ 	30. 	The 	term 	“other 	entity” 	as 	defined 	in 	G.L. 	c. 	156D, 	§ 	1.40
“includes, without limitation, 	. . . limited liability companies . . .” As the Intervenor is
an “other entity” 	classified 	as 	a 	corporation 	for 	federal 	income 	tax 	purposes,5 	it
falls squarely within the statutory definition of a “business corporation.”
In turn, G.L. c. 63, § 39 provides, in pertinent part, that
[e]xcept as otherwise provided in this section, every business corporation,
organized under the laws of the commonwealth, or exercising its charter
or other means of legal authority, or qualified to do business or actually
doing business in the commonwealth, or owning or using any part or all of
its capital, plant or any other property in the commonwealth, shall pay, on
account of each taxable year, the excise provided in subsection (a) or (b),
whichever is greater . . . .
5 See also 830 CMR 63.30.3 (stating that “Chapter 173 of the Acts of 2008 . . . has changed the way unincorporated
businesses are classified and treated . . . resulting in general conformity with federal entity classification and filing
rules”); Technical Information Release 08-11 (“summarizes the major corporate tax reform provisions of . . . St. 2008,
c. 173,” which “generally eliminates the differences between Massachusetts and federal entity classification rules. For
tax years beginning on or after January 1, 2009, the filing status for business entities in Massachusetts must conform
to their filing status for federal tax purposes . . . For Massachusetts purposes, these federal rules will apply to
partnerships, LLCs, corporate trusts, and other unincorporated associations.”).
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Returning to G.L. c. 63, § 42B, the Intervenor was a business corporation subject to
taxation under G.L. c. c. 63, § 396 and it was determined by the Commissioner to be
engaged in manufacturing in the commonwealth. Through application of this statutory
analysis, 	the 	Intervenor 	was 	“a 	manufacturing 	corporation 	or 	a 	research 	and
development corporation, as defined in section 42B of chapter 63” as required by G.L.
c. 59, § 5, Clause Sixteenth (3)(i), and thus eligible for a property tax exemption.
The Intervenor could not qualify under G.L. c. 59, § 5, Clause Sixteenth (3)(ii). It
was not a disregarded entity and its sole member - Vicinity Energy, Inc. – was neither a
manufacturing 	corporation 	nor 	allegedly 	a 	research 	and 	development 	corporation.
These facts removed the Intervenor from qualification under this provision. While G.L. c.
59, § 5, Clause Sixteenth (3) contains language to the effect of requiring approval by a
city or town, this approval requirement is limited:
This clause as it applies to a research and development corporation, as
defined in section 42B of said chapter 63, and as it applies to a limited
liability company that is a disregarded entity and whose sole member is a
manufacturing corporation or a research and development corporation
shall take effect only upon its acceptance by the city or town in which the
real estate, poles and underground conduits, wires and pipes are located.
G.L. c. 59, § 5, Clause Sixteenth (3). The Intervenor was not alleged to be a research
and development corporation and it was not a disregarded entity. Consequently, there
was no requirement for acceptance of G.L. c. 59, § 5, Clause Sixteenth (3) by the
assessors under the facts of these appeals.
As previously noted, the assessors contended that G.L. c. 59, § 5, Clause
Sixteenth (3)(ii) was the sole avenue for a limited liability company to seek exemption,
6 The provisions of G.L. c. 63, § 68C recognize that “[i]n general, a business corporation as defined in section 30 is
subject to an excise under section 39,” but that “[n]otwithstanding this general rule or any other provision of this
chapter, the excise under section 39 shall not apply in the case of” certain business corporations, such as a financial
institution, as defined in section 1, that is subject to excise under section 2 or 2B, and other types of entities not
factually relevant in these appeals.
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---
but this interpretation of G.L. c. 59, § 5, Clause Sixteenth (3) applies a constrained
reading not supported by the statutory language.
The provisions of G.L. c. 59, § 5, Clause Sixteenth (3)(ii) specify the means by
which 	a 	certain 	category 	of 	limited 	liability 	companies 	may 	seek 	a 	property 	tax
exemption, 	namely 	a 	limited 	liability 	company 	that, 	among 	other 	requisites, 	is 	a
disregarded entity. The language of G.L. c. 59, § 5, Clause Sixteenth (3)(ii) does not
constrain a limited liability company from seeking exemption under another provision.
There is no language stating that only limited liability companies meeting the requisites
of G.L. c. 59, § 5, Clause Sixteenth (3)(ii) may seek the property tax exemption.
Likewise, the provisions of G.L. c. 59, § 5, Clause Sixteenth (3)(i) do not state that if a
limited 	liability 	company 	otherwise 	qualifies 	definitionally 	for 	manufacturing
classification, it is nevertheless excluded from taking the exemption. See G.L. c. 59, § 5,
Clause Sixteenth (5) (“The classification by the commissioner or the appellate tax board
of a corporation as a business corporation, manufacturing corporation or research and
development corporation, as respectively defined as aforesaid, shall be followed in the
assessment under this chapter of machinery used in the conduct of the business.”).
III. Conclusion
Based upon the above, the Intervenor’s Motion, the Commissioner’s Motion in
Support, the assessors’ Objection, the statement of agreed facts, the documents
provided by the parties, and the oral arguments presented at the hearing on the
Intervenor’s Motion, the Board ruled that Kendall, as a single-member limited liability
company that elected to be taxed federally as a business corporation and that was
classified by the Commissioner as a manufacturing corporation, was entitled to the
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~~
~&f	(f1)X
property tax exemption under G.L. c. 59, § 5, Clause Sixteenth (3)(i). Accordingly, the
Board granted the Intervenor’s Motion.
THE APPELLATE TAX BOARD
By:
Mark J. DeFrancisco, Chairman
A true copy,
Attest:
Clerk of the Board
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