Middletown Commercial Associates Ltd. Partnership v. City of Middletown

680 A.2d 1350, 42 Conn. App. 426, 1996 Conn. App. LEXIS 416
CourtConnecticut Appellate Court
DecidedAugust 6, 1996
Docket14288
StatusPublished
Cited by33 cases

This text of 680 A.2d 1350 (Middletown Commercial Associates Ltd. Partnership v. City of Middletown) 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
Middletown Commercial Associates Ltd. Partnership v. City of Middletown, 680 A.2d 1350, 42 Conn. App. 426, 1996 Conn. App. LEXIS 416 (Colo. Ct. App. 1996).

Opinion

SPEAR, J.

The issues in this case turn on whether the plaintiffs,1 owners of the River View Shopping Center Mall in Middletown, have any rights by virtue of a 1965 parking agreement between the original mall developer and the city of Middletown. In 1993, the capacity of the subject parking garage was reduced from 6002 parking spaces as specified in the parking agreement to 365 spaces. After this reduction, the plaintiffs brought suit claiming to be successors in interest to the original developer and now appeal from the judgment in favor of the defendants.3 They assert that the trial court improperly (1) concluded that the plaintiffs could not enforce the parking agreement because it was never assigned to them, (2) found that even if the agreement was enforceable, there was no breach [429]*429because the city has provided sufficient parking spaces to satisfy the plaintiffs’ parking needs, (3) found that the parking agreement did not create an easement appurtenant, (4) found that the city had not taken the plaintiffs’ easement or contract lights without just compensation, (5) found no breach of the implied covenant of good faith and fair dealing that arose out of the contractual relationship between the plaintiffs and the city, (6) failed to find that the city had ratified the parking agreement, (7) concluded that the plaintiffs could not assert the doctrine of equitable estoppel as a cause of action and (8) denied the plaintiffs’ request to amend the complaint to add their transferee as a party plaintiff. We conclude that the plaintiffs have enforceable rights in the 1965 parking agreement, not by virtue of an easement, but as successors in interest to the original developer. Accordingly, we reverse the judgment.

The trial court found the following facts. On or about May 4, 1959, the common council of Middletown approved a redevelopment project whereby the city was to acquire, clear and develop three parcels of land, later designated as AA, AB and AC. The parcels were adjacent to one another with AB being the middle piece. The redevelopment plan obligated the city to provide a multilevel parking facility on parcel AB (garage parcel).

On or about March 6,1963, the River Valley Development Corporation (redeveloper) entered into an agreement with the city whereby the redeveloper would purchase and develop parcels AA and AC. On October 9, 1963, the redeveloper and the city entered into a parking agreement by separate instrument. Pursuant to this agreement, the city was required to construct a parking garage for not less than 600 cars on the garage parcel and to operate and maintain that facility. The redeveloper was given rights of ingress and egress as well as one hour of free parking for customers of its [430]*430tenants. In return for these privileges, the redeveloper agreed to pay the city a minimum fee of $9000 per year for the first 150,000 parking hours with a schedule of increased payments for parking hours in excess of 150,000 per year. The thirty-five year term of the parking agreement commenced upon the opening of a Sears store on April 19, 1965.

In 1989, the plaintiffs acquired parcel AA and the south two thirds of parcel AC.4 In 1990, the state department of public works (DPW) published a request for proposals to construct a new courthouse in Middle-town. On April 16, 1991, the DPW approved One Court Street’s5 proposal to construct the courthouse on the north third of parcel AC. In December, 1991, One Court Street obtained title to the north portion of parcel AC and the north portion of the garage parcel for construction of a courthouse and a parking facility. After acquiring the north portion of the garage parcel from the city, One Court Street demolished approximately one third of the parking garage to make room for the new courthouse and its parking garage.6 Additional facts will be developed as necessary for the resolution of the issues.

In this action, the plaintiffs claim that the city and One Court Street breached the plaintiffs’ contract rights as successors in interest to the parking agreement and wrongfully took, or interfered with, their rights as owners of an easement appurtenant in the garage parcel. At trial, the court bifurcated the issues of liability and damages. The trial court found that the defendants were [431]*431not liable because the plaintiffs had no right to enforce the contract and the parking agreement did not create an easement that ran with the land. Earlier in the proceedings, the trial court, J. Walsh, J., had granted summary judgment for the defendant One Court Street on the fifth count of the plaintiffs’ complaint that alleged that One Court Street was equitably estopped from denying that there was a binding parking agreement. The tiial court found for the defendants on the remaining counts of the plaintiffs’ complaint and this appeal followed.

I

The plaintiffs first claim that they are entitled to enforce the parking agreement because they are successors in interest to the original developer. The trial court did not directly address this claim. Rather, the trial court found that the plaintiffs had no right to enforce the agreement because there was no privity of contract with the defendants and the parking agreement had never been assigned to the plaintiffs.

The complaint expressly alleges that the plaintiffs are “successors-in-interest to the Redeveloper,” not that they are assignees. At trial and on appeal, the plaintiffs expressly disavow any claim that they are assignees of the parking agreement. In support of their claim that they are successors in interest, the plaintiffs rely primarily on Safer v. Perper, 569 F.2d 87 (D.C. Cir. 1977).

In Safer, Winthrop Lawrence Corporation (Winthrop) signed a contract with the Donohoe Construction Company (Donohoe) whereby Donohoe was to erect a motel. Somerset Properties Limited Partnership (Somerset) thereafter leased the land on which the motel was erected and took title to the improvements. The construction contract was never assigned to Somerset. The construction contract provided in pertinent part: “ ‘The owner and the contractor each binds himself, his [432]*432partners, successors, assigns, and legal representatives to the other party hereto’ . . . .” Id., 94. As part of a multiparty action, Somerset, which had previously paid Donohoe $205,079.58 to discharge its mechanic’s hen, sought damages from Donohoe for construction defects. Donohoe moved for summary judgment, claiming that Somerset was not in privity of contract with it and, therefore, could not recover. The trial court denied the motion, ruling that Somerset was the successor in interest of Winthrop and, therefore, had the capacity to recover on the contract.7

In determining whether Somerset was a successor in interest, the Court of Appeals for the District of Columbia noted that successor in interest “is a [term] with many legal applications and that it is therefore difficult to define precisely. ... To determine the meaning of ‘successor [in interest]’ in the area of labor law, Mr. Justice Marshall appears to endorse a case-by-case approach with emphasis on the facts of each case. . . . The same fact-oriented approach has also been employed by courts in defining the limits of purely contractual successorship. . . .

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Hogan v. Lagosz
84 A.3d 434 (Connecticut Appellate Court, 2013)
State v. Barksdale
829 A.2d 911 (Connecticut Appellate Court, 2003)
Top of the Town, LLC v. Somers Sportsmen's Ass'n
797 A.2d 18 (Connecticut Appellate Court, 2002)
Quickpower International Corp. v. City of Danbury
796 A.2d 622 (Connecticut Appellate Court, 2002)
Vartelas Trust v. Bartomeli Company, No. Cv00 07 12 34s (Apr. 12, 2002)
2002 Conn. Super. Ct. 4802 (Connecticut Superior Court, 2002)
Gelinas v. Town of West Hartford
782 A.2d 679 (Connecticut Appellate Court, 2001)
Corcoran v. Taylor
782 A.2d 728 (Connecticut Appellate Court, 2001)
Strobel v. Strobel
781 A.2d 356 (Connecticut Appellate Court, 2001)
In re Amelia W.
772 A.2d 619 (Connecticut Appellate Court, 2001)
Mullen & Mahon, Inc. v. Mobilmed Support Services, LLC
773 A.2d 952 (Connecticut Appellate Court, 2001)
State v. Wragg
764 A.2d 216 (Connecticut Appellate Court, 2001)
Message Center Management v. Getchell, No. Cv 00 73738 S (Dec. 18, 2000)
2000 Conn. Super. Ct. 15975 (Connecticut Superior Court, 2000)
Street Retail, Inc. v. Wilson, No. Cvh 5838 (Jul. 25, 2000)
2000 Conn. Super. Ct. 8473 (Connecticut Superior Court, 2000)
Street Retail v. Wilson, No. Cvh 5838 (Jul. 25, 2000)
2000 Conn. Super. Ct. 9374-z (Connecticut Superior Court, 2000)
City of New Haven v. Local 884, Council 4
755 A.2d 885 (Connecticut Appellate Court, 2000)
Top of the Town v. Somers Sportsmen's A., No. Cv 98 0065753s (May 11, 2000) Ct Page 6201
2000 Conn. Super. Ct. 6200 (Connecticut Superior Court, 2000)
State v. Fuller
744 A.2d 931 (Connecticut Appellate Court, 2000)
Avalon Bay Comm. v. Town of Orange, No. Cv 98-0492660 (Aug. 12, 1999)
1999 Conn. Super. Ct. 12118 (Connecticut Superior Court, 1999)
Altfeter v. Borough of Naugatuck
732 A.2d 207 (Connecticut Appellate Court, 1999)
Middletown Commercial Associates Ltd. Partnership v. City of Middletown
730 A.2d 1201 (Connecticut Appellate Court, 1999)

Cite This Page — Counsel Stack

Bluebook (online)
680 A.2d 1350, 42 Conn. App. 426, 1996 Conn. App. LEXIS 416, Counsel Stack Legal Research, https://law.counselstack.com/opinion/middletown-commercial-associates-ltd-partnership-v-city-of-middletown-connappct-1996.