Orange Palladium, LLC v. Readey
144 Conn. App. 283
| Conn. App. Ct. | 2013Background
- Tenant (Bra Café, Inc.) leased commercial space; landlord (Orange Palladium, LLC) sued in 2010 for nonpayment of rent and they later negotiated a settlement (January accord) read into the record establishing use-and-occupancy payments and landlord repair obligations to satisfy city authorities.
- On the eve of an enforcement hearing in May 2011 the parties executed a handwritten May modification (May accord) that: required landlord to provide a repair plan, conditioned release of May funds on "once plan provided," and tied June payments to work in progress; it also provided a dispute-resolution process via Cynthia Teixeira.
- Landlord emailed a repair plan on May 26, 2011; tenant withheld the May payment (gave counsel a check but instructed not to deposit it) and later withheld June payment; landlord moved for judgment of possession for breach of the settlement agreement.
- At an Audubon hearing the court found the May accord largely clear and enforceable despite one final paragraph deemed unintelligible, concluded the landlord had provided the plan and performed required work to trigger May and June payments, and entered judgment of possession for landlord.
- Tenant appealed, arguing the agreement was ambiguous, that the parties orally modified payment obligations at a July 5 meeting, and that a postjudgment writ of audita querela should have been granted based on subsequent city citations and alleged constructive eviction.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the settlement (January accord as modified by May accord) was clear and enforceable | Settlement language (commercial parties) is unambiguous; landlord satisfied conditions (provided plan) so payments were due | May accord contains ambiguous/unintelligible language (final paragraph) so it cannot be enforced; extrinsic evidence shows plan had to satisfy city | Court held the agreement was enforceable; one unintelligible sentence did not render the rest ambiguous and landlord earned May and June payments |
| Meaning of "once plan provided" and whether landlord’s plan triggered tenant’s duty to pay | "Once plan provided" required only that landlord provide the plan; landlord did so, triggering tenant’s payment obligation | "Once plan provided" meant plan had to be satisfactory to city (or defendant) before tenant must pay | Court held the plain May-accord wording did not require city or defendant approval; landlord provided a plan and tenant defaulted by withholding payment |
| Whether the July 5 meeting orally modified payment obligations | No modification occurred; witnesses disagreed but court credited landlord’s version | Parties orally agreed on July 5 to change payment obligations | Court declined to find an oral modification; its factual finding rejecting the tenant’s version was not clearly erroneous |
| Whether the court erred denying writ of audita querela based on postjudgment city citation and alleged constructive eviction | Landlord enforcement proper; tenant’s audita querela claim was not distinctly raised at trial | Postjudgment city citation and subsequent damage constituted new matter (constructive eviction) warranting audita querela relief | Appellate court declined to review writ claim because tenant failed to distinctly raise that legal basis below; claim not reviewed |
Key Cases Cited
- Audubon Parking Assocs. Ltd. P'ship v. Barclay & Stubbs, Inc., 225 Conn. 804 (1993) (trial court may summarily enforce clear, unambiguous settlement agreements)
- United Illuminating Co. v. Wisvest-Connecticut, LLC, 259 Conn. 665 (2002) (contract ambiguous only if reasonably susceptible to more than one meaning; multiple writings construed together)
- Amica Mut. Ins. Co. v. Welch Enters., Inc., 114 Conn. App. 290 (2009) (standard for enforcing settlements; question of ambiguity is legal and reviewed de novo)
- MacDonald v. Pinto, 62 Conn. App. 317 (2001) (appellate review of trial court factual findings: clearly erroneous standard)
- Ramirez v. Health Net of the Northeast, Inc., 285 Conn. 1 (2008) (avoid interpretations that render contract provisions superfluous)