Bank of Boston Connecticut v. Avon Meadow Associates

671 A.2d 1310, 40 Conn. App. 536, 1996 Conn. App. LEXIS 104
CourtConnecticut Appellate Court
DecidedMarch 5, 1996
Docket13326
StatusPublished
Cited by25 cases

This text of 671 A.2d 1310 (Bank of Boston Connecticut v. Avon Meadow Associates) is published on Counsel Stack Legal Research, covering Connecticut Appellate Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Bank of Boston Connecticut v. Avon Meadow Associates, 671 A.2d 1310, 40 Conn. App. 536, 1996 Conn. App. LEXIS 104 (Colo. Ct. App. 1996).

Opinion

O’CONNELL, J.

The plaintiff brought this action to collect on an unpaid promissory note. The defendants1 do not contest the award to the plaintiff of $2,205,911.77 on the complaint, but instead challenge the denial of their counterclaim.

[538]*538The defendants claim that the trial court improperly (1) failed to rule, as a matter of law, that the release that they executed was ineffective as to their counterclaim, (2) instructed the jury on estoppel, and (3) instructed the jury on the effect of an agreement to execute a subsequent release. We affirm the judgment of the trial court.

The jury could reasonably have found the following facts. The defendants were financing an office condominium project in Avon through a series of construction mortgage loans from the plaintiff bank. The project, consisting of ten buildings containing four office units each, was being constructed in phases. The present action concerns a promissory note and guarantees dated April 29,1988. On December 18,1989, the plaintiff notified the defendants that it would insist on payment of the note on its May 1, 1990 due date and would thereafter discontinue financing the project.

By letter dated April 30, 1990, the bank formally demanded full payment of the loan by the next day. The defendants lacked personal funds to meet this demand and could not secure alternative financing. On June 7, 1990, the plaintiff sent the defendants a letter requiring the defendants to execute a forbearance agreement no later than June 8,1990.2 This case focuses on paragraph two of that agreement3 because the plain[539]*539tiff claims it is a release and bars the defendants’ counterclaim.

On April 9, 1991, the plaintiff commenced this action to recover the amount due under the note and guarantees. The defendants counterclaimed, inter alia, that the plaintiff breached an oral contract by which the plaintiff agreed to fund the project to completion. The jury returned a verdict in favor of the plaintiff both on its claim and on the defendants’ counterclaim.

Through interrogatories, the jury indicated that it found the existence of an oral contract between the defendants and the plaintiffs to fund the condominium project to completion. Additionally, the jury responded that the bank breached this oral contract and also violated the Connecticut Unfair Trade Practices Act. Notwithstanding these findings, the jury also found that the forbearance agreement constituted a release by the defendants of their counterclaim or found that the defendants were estopped to assert their counterclaim.4 The defendants filed a timely motion to set aside the verdict, which the trial court denied.

I

The defendants’ counterclaim was based on a theory that the plaintiff was obligated to fund the building project to completion. The plaintiff pleaded the forbearance agreement as a special defense to the counterclaim.

A

The defendants first contend that the trial court should have ruled, as a matter of law, that the release [540]*540contained in the forbearance agreement was ineffective as to the defendant’s counterclaim, arguing that the terms of the contract are unambiguous. The claim arises from the word “claim” in the second sentence and phrase “claim or counterclaim” in the third sentence. When a contract provision is unambiguous, its interpretation presents an issue of law for determination by the court. Mulligan v. Rioux, 229 Conn. 716, 740, 643 A.2d 1226 (1994). When, however, a contract provision is ambiguous or contract provisions are internally inconsistent, a question of fact is involved. See Dainty Rubbish Services, Inc. v. Beacon Hill Assn., Inc., 32 Conn. App. 530, 533-34, 630 A.2d 115 (1993).

The language of both the second and third sentences is clear. The terms are not subject to alternative interpretations, but rather the terms in the second and third sentences are inconsistent and conflicting. This case therefore calls for the determination of what the parties intended when they entered into the agreement containing inconsistent and conflicting clauses. Id. Questions of the parties’ intent are questions of fact for the fact finder. See, e.g., Levine v. Massey, 232 Conn. 272, 276, 654 A.2d 737 (1995). Accordingly, we conclude that the trial court properly submitted the question to the jury.

B

The defendants next argue that their counterclaim cannot be considered as having been pleaded in defense or diminution of the amounts claimed under the note within the meaning of paragraph two because the counterclaim is much broader in scope than the note that was the subject of the plaintiffs complaint.

The defendants fail to recognize that their counterclaim is actually a setoff of the amount admittedly due under the plaintiffs claim. “In any action brought for the recovery of a debt, if there are mutual debts between [541]*541the plaintiff . . . and the . . . defendants or any of them, one debt may be set off against the other.” General Statutes § 52-139 (a). The defendants’ argument to this court that their counterclaim is broader than the plaintiffs claim demonstrates that it is properly denominated a setoff instead of only a reduction. “A set-off is made where the defendant has a debt against the plaintiff arising out of a transaction independent of the contract on which the plaintiff sues, and desires to avail himself of that debt, in the existing suit, either to reduce the plaintiffs recovery, or to defeat it altogether, and, as the case may be, to recover a judgment in his own favor for a balance.” (Emphasis added.) Avery v. Brown, 31 Conn. 398, 401 (1863).

The fact that the defendants’ counterclaim in this case might give rise to damages in excess of those due the plaintiff does not bar it from being a setoff. “If it appears upon the trial that the plaintiff is indebted to the defendant, the court shall give judgment for the defendant to recover the balance due of the plaintiff with his costs . . . .” General Statutes § 52-139 (c).

In the present case, the defendants’ counterclaim is for money damages against the identical party that is suing them for money damages. The law of setoff applies to the defendants’ counterclaim and, therefore, the fact that it may be broader than the plaintiffs claim is irrelevant.

II

The defendants next contend that the trial court should not have instructed the jury on the doctrine of estoppel because there was no evidence to support a finding of estoppel by the jury.

The elements of estoppel are (1) the party against whom estoppel is claimed must do or say something calculated or intended to induce another party to [542]*542believe that certain facts exist and to act on that belief, and (2) the other party must change its position in reliance on those facts to its detriment. Lunn v. Tokenek Assn., Inc., 227 Conn. 601, 607, 630 A.2d 1335 (1993).

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Bluebook (online)
671 A.2d 1310, 40 Conn. App. 536, 1996 Conn. App. LEXIS 104, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bank-of-boston-connecticut-v-avon-meadow-associates-connappct-1996.