1916 Post Road Associates, LLC v. Mrs. Green's of Fairfield, Inc.
212 A.3d 744
Conn. App. Ct.2019Background
- 1916 Post Road Associates (landlord) leased premises to Sweetwater in 1996; a 15‑year lease commenced May 1, 1997. The lease included options to renew and a landlord right to terminate on change of corporate control.
- On November 7, 1997 United Natural Foods, Inc. (UNFI) executed a guaranty promising payment and performance by the assignee "effective as of the date hereof."
- The lease was assigned to Mrs. Green’s (1999); UNFI sent a May 13, 1999 letter confirming its guaranty would remain in effect after that assignment.
- In 2007 Mrs. Green’s shareholders sold the business to Planet Organic. UNFI sent a June 28, 2007 letter stating it had no objection to the acquisition, requesting the landlord waive its cancellation right, and confirming UNFI’s obligations under the existing guaranty would not be limited by that consent.
- Mrs. Green’s exercised a lease renewal option extending the lease to April 30, 2017, then defaulted on rent during the extension; landlord obtained eviction and sued UNFI on the guaranty for unpaid rent covering the extension period.
- Trial court granted UNFI summary judgment; appellate court affirmed, holding the guaranty (and the two letters) did not unambiguously extend UNFI’s liability to the optional extension period.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether UNFI's guaranty covered tenant defaults occurring during the option extension period beyond the original lease term | The May 13, 1999 and June 28, 2007 letters expanded or modified the original guaranty to cover the renewal period (or at least create a factual dispute) | The original guaranty was limited to obligations "effective as of the date hereof" (original term); the two letters only confirmed existing obligations and did not create or modify coverage for the extension | Court held letters were unambiguous and did not expand or modify the guaranty; no genuine issue of material fact and summary judgment for UNFI affirmed |
Key Cases Cited
- Cruz v. Schoenhorn, 188 Conn. App. 208 (Conn. App. 2019) (summary judgment standard and review are plenary)
- Meeker v. Mahon, 167 Conn. App. 627 (Conn. App. 2016) (contract interpretation principles; unambiguous language is question of law)
- Allstate Life Ins. Co. v. BFA Ltd. Partnership, 287 Conn. 307 (Conn. 2008) (presumption of definitive language for commercial, sophisticated parties)
- JP Morgan Chase Bank, N.A. v. Winthrop Properties, LLC, 312 Conn. 662 (Conn. 2014) (guaranties are separate, collateral undertakings)
- Village Linc Corp. v. Children’s Store, Inc., 31 Conn. App. 652 (Conn. App. 1993) (guaranty that references only original term does not extend to renewals)
- Connecticut Nat’l Bank v. Foley, 18 Conn. App. 667 (Conn. App. 1989) (contrast where guaranty expressly covered present and future obligations)
- Escourse v. 100 Taylor Ave., LLC, 150 Conn. App. 819 (Conn. App. 2014) (speculation insufficient to defeat summary judgment)