216 Conn.App. 750
Conn. App. Ct.2022Background
- Plaintiff 307 White Street Realty (assignee of lessee) sued landlord Beaver Brook Group to enforce a lease option to purchase commercial property and sought restitution/decl. judgment and specific performance; claims implicated Transfer Act remediation obligations.
- Lessee exercised the lease option (notice 2016); plaintiff alleges it continued to perform lease duties (including paying rent) after exercise and seeks restitution for payments since 2017 as unjust enrichment.
- During litigation the parties negotiated and then executed a purchase and sale agreement (spring 2019); parties dispute whether that agreement was a binding substitute contract or an executory accord conditioned on closing.
- Defendant pleaded a special defense alleging the purchase agreement superseded the lease option and later moved to dismiss on mootness/subject matter jurisdiction grounds eight days before trial.
- Trial court granted the motion to dismiss, concluding the purchase agreement controlled and the court lacked subject matter jurisdiction; appellate court reversed and remanded.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether defendant's motion invoked subject‑matter jurisdiction (mootness) or was a merits defense (novation/substitute contract) | Motion was a merits defense and defendant bore the burden to prove it; adjudicating it on a motion to dismiss improperly shifted burden | Purchase agreement superseded the lease option, rendering the suit moot and depriving the court of jurisdiction | The motion raised a merits defense, not a true jurisdictional mootness question; court erred in deciding it via motion to dismiss |
| Whether an evidentiary hearing was required before resolving disputed facts about parties' intent and contract effect | Hearing required because resolution turns on intent and facts intertwined with the merits; court should defer or hold a hearing | Court could decide from contract language and filings without live evidence | Court abused its discretion by resolving disputed jurisdictional/intent facts on briefs and argument alone; an evidentiary hearing or deferral was required |
| Whether the entire action (including unjust enrichment claim) was moot if the purchase agreement superseded the lease option | Even if the option were superseded, unjust enrichment claim survives because plaintiff paid rent pre‑effective date alleged in the purchase agreement and could obtain practical relief | Superseding agreement eliminated option‑based claims and moots the suit | Dismissal of the entire action was improper; at minimum unjust enrichment claim should not have been dismissed |
Key Cases Cited
- Cuozzo v. Orange, 315 Conn. 606 (2015) (jurisdictional‑fact framework and when evidentiary hearing is required on a motion to dismiss)
- Wilcox v. Webster Ins., Inc., 294 Conn. 206 (2009) (mootness analysis: focus on whether court can grant any practical relief)
- Air‑Care N.O. Nelson Co. v. Patchet, 5 Conn. App. 203 (1985) (settlement/purchase agreement may be executory accord; intent question requires evidentiary determination)
- AGW Sono Partners, LLC v. Downtown Soho, LLC, 343 Conn. 309 (2022) (party asserting a special defense bears burden of proving facts alleged in that defense)
- Conboy v. State, 292 Conn. 642 (2009) (trial court has discretion to postpone jurisdictional rulings intertwined with merits)
- Statewide Grievance Committee v. Burton, 282 Conn. 1 (2007) (standard for mootness: whether judgment would have any practical legal effect)