Lynwood Place, LLC v. Sandy Hook Hydro, LLC, 150 Conn.App. 682

Lynwood Place, LLC (landlord) leased property at 75 Glen Road, Newtown to Sandy Hook Hydro, LLC (tenant) on a 30‑year written commercial lease dated July 2, 2004.
Tenant agreed to pay $1,500 base annual rent and, beginning in year two, “additional rent” equal to six percent of any increase in plaintiff’s operating expenses as defined in the lease.
From 2005 onward the parties disputed which operating expense items were includable and the proper percentage; tenant paid partial amounts based on its calculations but admitted it never paid 6% of increases.
After repeated attempts to resolve the dispute, landlord served a notice to quit on November 29, 2011 for unpaid additional rent (2007–2010); tenant remained and landlord brought summary process for possession.
At trial the court credited landlord’s evidence that the tenant had not paid additional rent as required and rejected tenant’s laches defense because the parties had ongoing negotiations that excused the delay.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether tenant failed to pay additional rent under the lease	Tenant owed 6% of increases; tenant did not pay per lease	Tenant disputed inclusion of some expense items and claimed it paid on its calculation (and landlord accepted partial payments)	Court found lease unambiguous; tenant admitted it never paid 6%; tenant failed to pay additional rent required
Whether the lease was ambiguous as to how to calculate operating expenses	Lease language is clear and definitive; parties were sophisticated and counseled	Claimed ambiguity over which operating costs apply and argued calculations were disputed	Court held lease language clear and unambiguous and presumption of definitiveness applied
Whether landlord’s delay barred relief by laches	Landlord’s delay was excusable because of ongoing negotiations and attempts to collect	Tenant argued seven‑year delay and that it relied on landlord’s acceptance of partial payments	Court found no inexcusable delay or resulting prejudice; laches defense rejected
Whether factual findings were clearly erroneous	Landlord relied on trial testimony and documentary bills	Tenant argued lack of expert or proof of landlord’s calculation	Appellate court deferred to trial court credibility findings; no clear error found

19 Perry Street, LLC v. Unionville Water Co., 294 Conn. 611 (discusses fact questions about rent payment under lease)
Ursini v. Barnett, 124 Conn. App. 855 (standard for reviewing factual findings)
Robinson v. Weitz, 171 Conn. 545 (lease is a contract; interpret contract language to effectuate parties’ intent)
Lawson v. Whitey’s Frame Shop, 241 Conn. 678 (contract language given ordinary meaning; ambiguities must arise from language)
Tallmadge Bros, Inc. v. Iroquois Gas Transmission System, L.P., 252 Conn. 479 (presumption of definitiveness for negotiated commercial contracts between sophisticated parties)
Carpender v. Sigel, 142 Conn. App. 379 (burden on party alleging laches)
Florian v. Lenge, 91 Conn. App. 268 (laches is an equitable defense available in summary process)
Haggerty v. Parniewski, 11 Conn. App. 37 (elements of laches: inexcusable delay and resulting prejudice)
Dochelli v. Dochelli, 125 Conn. 468 (ongoing negotiations may excuse delay for laches purposes)