Connecticut Light & Power Co. v. Lighthouse Landings, Inc.

900 A.2d 1242, 279 Conn. 90, 2006 Conn. LEXIS 247
CourtSupreme Court of Connecticut
DecidedJuly 11, 2006
DocketSC 17552; SC 17553
StatusPublished
Cited by39 cases

This text of 900 A.2d 1242 (Connecticut Light & Power Co. v. Lighthouse Landings, Inc.) is published on Counsel Stack Legal Research, covering Supreme Court of Connecticut primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Connecticut Light & Power Co. v. Lighthouse Landings, Inc., 900 A.2d 1242, 279 Conn. 90, 2006 Conn. LEXIS 247 (Colo. 2006).

Opinion

Opinion

ZARELLA, J.

In this consolidated appeal, the Connecticut Light and Power Company (power company), as owner and landlord of waterfront property in the city of Stamford, challenges the trial court’s rulings in two separate actions involving the power company’s termination of a commercial lease agreement with Lighthouse Landings, Inc. (Lighthouse). In the first appeal, which arises out of a declaratory judgment action brought by the power company against Lighthouse, the power company claims that the trial court improperly reinstated the lease under the doctrine of equitable nonforfeiture. In the second appeal, which arises out of a civil action for damages brought by Lighthouse against the power company, the power company claims that the trial court improperly granted [93]*93Lighthouse’s application for prejudgment remedy. We agree with the claims advanced by the power company in both appeals and, accordingly, reverse the judgments of the trial court.

The record reveals the following undisputed facts and procedural history. On November 30, 1999, the power company leased a parcel of land in Stamford to Lighthouse for the purpose of operating a high speed ferry service between Stamford and New York City. The leased parcel consisted of 3.6 acres within a larger twenty-five acre tract, also owned by the power company. Article five of the lease provided: “The Premises will be used as a ferry service terminal including, without limitation, a parking lot, ticket office, terminal and dock for Tenant’s vessels.” Article six of the lease provided in relevant part: “[The] Tenant shall diligently proceed to obtain all governmental permits, approvals, licenses and/or certificates required in connection with Tenant’s use of the Premises ....

“If Tenant has not obtained all such Permits within one hundred eighty (180) days after the date of this Lease, then Tenant shall have the right to either (i) terminate this Lease or (ii) extend the contingency period for another sixty (60) days ... if Tenant exercises its right to extend the contingency period for an additional sixty (60) days, and if Tenant has not obtained all such Permits within the additional sixty (60) days, then Landlord and Tenant shall each have the right to terminate the lease by notice given to the other party within ten (10) days after the expiration of said sixty (60) day period. In the event that either party elects to terminate this Lease in accordance with this Paragraph [six], the Lease shall terminate as of the date of such notice of termination and thereafter neither party shall have any obligations or liability hereunder, except those which arose prior to the termination date. Landlord agrees to cooperate with Tenant in connection [94]*94with the Permits; Tenant agrees to reimburse Landlord for its out of pocket costs incurred at Tenant’s request in connection with obtaining the Permits.” Article one of the lease required Lighthouse to make rental payments to the power company commencing March 1, 2000.

The 180 day period for obtaining permits described in article six began to run on November 30, 1999, and expired on May 29, 2000. When Lighthouse failed to obtain the required permits within the stipulated time, it exercised its option to extend the lease for an additional sixty days, until July 28, 2000. Lighthouse subsequently failed to obtain the permits by the end of the extended period.1 Accordingly, the power company sent notice terminating the lease to Lighthouse by letter dated August 3, 2000, and the lease thereby was terminated on August 4, 2000, the date Lighthouse received actual notice of the termination.

Shortly thereafter, Lighthouse commenced a civil action against the power company, alleging improper termination of the lease. In its amended complaint, Lighthouse alleged, inter alia, that the power company improperly had (1) induced Lighthouse to request the sixty day extension, thereby granting the power company the right to terminate the lease at the end of the extended period if Lighthouse did not obtain all applicable governmental permits within the specified time, even though Lighthouse was not legally obligated to terminate or to extend the lease after the first 180 days, and (2) exercised its right to terminate the lease when Lighthouse failed to obtain the required permits, despite prior assurances, on which Lighthouse had relied in exercising its right to extend the lease, that it did not [95]*95intend to do so.2 Lighthouse further alleged that the reason the power company wanted to terminate the lease was because, unbeknownst to Lighthouse, the power company was negotiating a lucrative deal with another party, Strand/BRC Group, LLC (Strand), to purchase the entire twenty-five acre parcel, including the leased premises. On the basis of these allegations, Lighthouse sought an award of damages for breach of lease, [96]*96unfair trade practices, intentional misrepresentation, negligent misrepresentation and breach of the duty of good faith and fair dealing.

On October 13, 2000, the power company filed an. action for a judgment declaring3 that the lease with Lighthouse had been terminated properly and was “of no further force and effect.” On December 7, 2000, the two actions were consolidated and transferred to the Complex Litigation Docket at Stamford. On December 21, 2000, during a pretrial conference on other matters pending in the consolidated actions,4 the trial court expressed its view that, under applicable caselaw, the power company had terminated the lease “fairly [and] properly” in accordance with its provisions, but that the court could reinstate the lease on equitable grounds.5 The court also informed the parties that it intended to proceed with a trial to the court on the declaratory judgment action while discovery continued on the civil action.

Thereafter, Lighthouse filed an answer, six special defenses and a counterclaim in the declaratory judgment proceeding. In its fifth special defense6 and coun[97]*97terclaim,7*****7 Lighthouse alleged, inter alia, that the power company wrongfully had induced Lighthouse to extend the lease and had refused to allow Lighthouse to mitigate its damages following improper termination of the lease by interfering with its efforts to obtain the applicable governmental permits. Lighthouse also alleged that termination of the lease, absent equitable relief, would cause it to suffer a loss wholly disproportionate to the loss suffered by the power company, which, according to Lighthouse, was reparable.8 Lighthouse thus requested that the lease be reinstated pursuant to the doctrine of equitable nonforfeiture.

Following a trial to the court, the court issued a memorandum of decision dated August 28, 2002 [98]*98(August 28 decision), in which it concluded that the lease had been terminated properly in accordance with article six, but that the lease should be reinstated pursuant to the doctrine of equitable nonforfeiture. The trial court concluded that “forfeiture of the lease would destroy [Lighthouse’s] contemplated high speed ferry operation at that site and substantially affect [Lighthouse’s] large capital investment in that operation. [Furthermore, Lighthouse] is willing to pay the back rent. [The power company] will not lose the benefit of its November 30, 1999 lease. . . .

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Cite This Page — Counsel Stack

Bluebook (online)
900 A.2d 1242, 279 Conn. 90, 2006 Conn. LEXIS 247, Counsel Stack Legal Research, https://law.counselstack.com/opinion/connecticut-light-power-co-v-lighthouse-landings-inc-conn-2006.