Fernwood Realty, LLC v. Aerocision, LLC.
141 A.3d 965
| Conn. App. Ct. | 2016Background
- Fernwood Realty, LLC owns a manufacturing property in Old Saybrook leased to Pye & Hogan, later AeroCision, LLC.
- Electrical components (bus ducts, branch feeders, transformer) were installed in 1990, initially under ownership by Donald Woods.
- In 2001, Woods family conveyed their property interest to Fernwood, which then leased the property to Pye & Hogan for $17,000 monthly.
- In December 2009 AeroCision vacated, alleging constructive eviction due to water intrusion and a threatened environment; plaintiff asserted ownership of the electrical components and moved for relief.
- The trial court found AeroCision violated § 52-564 (statutory theft) and breached the lease; it awarded treble damages for the missing components and related costs to Fernwood.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether electric components were fixtures and thus Fernwood’s property | Fernwood owned the components as fixtures atop the property | AeroCision owned the components as trade fixtures with transfer in the asset sale | Yes; components were fixtures owned by Fernwood |
| Whether AeroCision had a good faith belief in ownership | Ownership dispute negates good faith | Defendant acted in good faith under contract/lease terms | No; no good faith belief established by the record |
| Whether the lease/rent terms were based on square footage or flat rate | Rent was a flat rate regardless of square footage | Rent was based on square footage per the lease terms | Rent found to be a flat rate of $17,000 per month |
| Whether AeroCision was constructively evicted | Constructive eviction established by landlord interference | No constructive eviction due to water issues or threats | Not constructively evicted; court’s factual findings supported by record |
Key Cases Cited
- Waterbury Petroleum Products, Inc. v. Canaan Oil & Fuel Co., 193 Conn. 208 (1984) (fixture determination focuses on annexer’s manifested intent; not subjective intent)
- ATC Partnership v. Windham, 268 Conn. 463 (2004) (ownership and severance of fixtures; intent relevant to fixture status)
- Slosberg v. Callahan Oil Co., 125 Conn. 651 (1939) (trade fixtures defined; removable by tenant realities)
- Waterbury Petroleum Products, Inc. v. Canaan Oil & Fuel Co., 193 Conn. 216 (1984) (test for fixture relies on objectively manifested annexer intent)
- United Illuminating Co. v. Wisvest- Connecticut, LLC, 259 Conn. 665 (2002) (contract interpretation; ambiguity customary when surrounding circumstances apply)
- Leggett Street Ltd. Partnership v. Beacon Industries, Inc., 239 Conn. 284 (1996) (contract interpretation; credibility of witnesses; clearly erroneous standard)
- Webb v. New Haven Theatre Co., 87 Conn. 129 (1913) (attachment intention and usefulness in relation to realty)
- Putnam Park Associates v. Fahnestock & Co., 73 Conn. App. 1 (2002) (clear error standard; contract interpretation with surrounding facts)