126 Conn. App. 339
Conn. App. Ct.2011Background
- Pack 2000, Inc. sought specific performance of two options to buy realty leased from Eugene Cushman.
- Trial court ruled in favor of Pack 2000, determining the options remained exercisable.
- Cushman argued the options required strict compliance with conditions precedent and that Pack 2000 had forfeited rights.
- KeyPayments under leases, management agreement, letter of intent, and promissory notes controlled the exercise of the options.
- Plaintiff repeatedly delayed payments (rent, promissory notes, utilities, taxes, insurance, and equipment lease), which Cushman argued breached conditions.
- Plaintiff attempted to exercise the options in May–August 2006 and August 2003 communications discussed appraisal and financing.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether strict compliance or substantial compliance governs option exercise | Plaintiff advocates substantial compliance | Defendant argues strict compliance is required | Strict compliance required; plaintiff failed to comply |
| Whether plaintiff retained rights despite late payments | Plaintiff contends substantial compliance preserved rights | Defendant asserts late payments breached conditions | Plaintiff did not retain rights; not strictly compliant |
| Whether Brauer v. Freccia governs standard for options | Brauer supports substantial compliance | Brauer supports strict compliance | Brauer supports strict compliance; applies to this case |
Key Cases Cited
- Brauer v. Freccia, 159 Conn. 289, 268 A.2d 645 (Conn. 1970) (option conditioned on punctual rent payments; strict compliance required)
- Lake Shore Country Club v. Brand, 339 Ill. 504, 171 N.E. 494 (Ill. 1930) (unilateral option; strict compliance required; caution in converting to bilateral)
- Harley v. Indian Spring Land Co., 123 Conn. App. 800, 3 A.3d 992 (Conn. App. 2010) (distinguishes unilateral option from bilateral contract)
- Borelli v. H & H Contracting, Inc., 100 Conn. App. 680, 919 A.2d 500 (Conn. App. 2007) (substantial compliance doctrine; in bilateral contracts)
- Johnson Electric Co. v. Salce Contracting Associates, Inc., 72 Conn. App. 342, 805 A.2d 735 (Conn. App. 2002) (standard for reviewing trial court findings and legal conclusions)