Hawley Avenue Associates, LLC v. Robert D. Russo, M.D. & Associates Radiology, P.C.
25 A.3d 707
Conn. App. Ct.2011Background
- On February 5, 2002, Hawley Avenue Associates, LLC and Russo signed a 15-year lease for 63 Hawley Avenue, Bridgeport, commencing February 1, 2002.
- Lease paragraph 32.03 granted the lessee the right to park in a specified parking area and to fence that area around the parking zone.
- In 2004, Hawley Avenue constructed a fence to prevent dumping; in June 2005 Russo informed Hawley that he could not park due to the fence and that the fence surrounded the parking area described in 32.03.
- Between 2005 and 2008, Russo’s attorney sent multiple letters complaining about the fence; Hawley did not remove the fence.
- In December 2008, Russo abandoned the property, claiming breach of the parking provision; in January 2009 the parties executed a surrender agreement and Hawley took possession.
- Hawley sued for unpaid rent due from December 1, 2008 and thereafter; the trial court found no enforceable contract due to misunderstanding of the parking area and entered judgment for Russo.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was there an enforceable lease given the parking-area dispute? | Hawley contends the lease was formed and its terms, including 32.03, were binding. | Russo contends there was a fundamental misunderstanding of the parking area, so no meeting of the minds and no contract. | No enforceable contract; misunderstanding prevented a meeting of the minds. |
| Did covenants of a commercial lease operate independently so rent could be due despite a landlord breach? | Covenants are independent; landlord breach would not suspend tenant rent. | If no contract, this is moot; independent-covenant theory not decided because no contract. | Not decided due to absence of a valid contract. |
| Did the plaintiff terminate the lease or surrender revive the dispute over unpaid rent? | Actions demonstrated an enforceable lease and rent obligations. | Surrender terminated the lease; no rent due. | Lease not found to be enforceable; issues of termination not dispositive. |
| Was the claim about a judicial admission appropriately reviewable on appeal? | Defendant admitted a valid contract in its answer. | No admission was raised at trial; not properly reviewable on appeal. | Not reviewable on appeal; not preserved for appellate decision. |
| Was the absence of an enforceable contract properly decided given the trial record? | Evidence supported formation of a lease. | Evidence supported lack of meeting of minds on the parking area. | Court's finding of no enforceable contract affirmed. |
Key Cases Cited
- Warner Associates v. Logan, 50 Conn.App. 90 (1998) (existence of contract question reviewed for clearly erroneous findings)
- Harley v. Indian Spring Land Co., 123 Conn.App. 800 (2010) (contract existence is a question of fact; review for clearly erroneous findings)
- Reid v. Landsberger, 123 Conn.App. 260 (2010) (clearly erroneous standard; credibility and evidentiary support)
- Tsionis v. Martens, 116 Conn.App. 568 (2009) (agreement must be definite and meet essential terms)
- Coady v. Martin, 65 Conn.App. 758 (2001) (essential terms; whether a term is essential depends on circumstances)
- Chiulli v. Zola, 97 Conn.App. 699 (2006) (elements of breach of contract: formation, performance, breach, damages)
- Miller v. Guimaraes, 78 Conn.App. 760 (2003) (existence of contract as antecedent to breach claims)
- Prisco v. Westgate Entertainment, Inc., 799 F.Supp. 266 (1992) (discussion of meeting of minds and professional conduct; not directly controlling here)