208 Conn.App. 676
Conn. App. Ct.2021Background
- Plaintiffs David Squillante and DJS45, LLC purchased a five‑story building in Hartford and sought CRDA financing to convert upper floors to apartments.
- On May 10, 2013 CRDA sent a signed letter outlining preliminary loan terms (construction loan up to $575,000; permanent loan up to $518,000 at 1.5%) but expressly stated it was a "preliminary outline" subject to CRDA due diligence, execution of a formal Assistance Agreement, securing of permanent financing, and other conditions; the letter disclaimed legal liability.
- The letter required either a personal guaranty or payment and performance bonds (later CRDA documentation emphasized bonds for contractors); a formal Assistance Agreement was drafted but never executed and required items (including bonds) were not provided.
- The State Bond Commission initially approved an allocation (June 21, 2013) but CRDA reallocated the funds and revoked approval on July 25, 2014 after the conditions were unmet.
- Plaintiffs sued for breach of contract, promissory estoppel, and negligent misrepresentation; CRDA moved for summary judgment arguing the letter was an unenforceable agreement to agree, no definite promise was made, plaintiffs failed conditions precedent, and the misrepresentation claim is time‑barred.
- The court granted summary judgment for CRDA on all counts: the letter was not an enforceable contract; no clear, definite promise for promissory estoppel; and negligent misrepresentation was barred by the three‑year statute and not tolled by a continuing‑duty theory.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability of May 10, 2013 letter (breach of contract) | The letter constituted a binding contract and CRDA breached by withdrawing financing | Letter was a preliminary outline/"agreement to agree"; essential terms and contingencies remained; no formal Assistance Agreement executed | Letter unenforceable; summary judgment for CRDA |
| Promissory estoppel (did CRDA make a clear, definite promise inducing reliance?) | Plaintiffs relied on promise to fund loan upon provision of guaranty or bond; CRDA later demanded bonds, causing injury | Promise was conditional and tentative on due diligence, execution of formal agreement, and securing financing; no clear, definite promise | No definite promise; summary judgment for CRDA |
| Negligent misrepresentation (elements and statute of limitations) | CRDA misrepresented financing terms and failed to timely provide form documents; continuing course of conduct tolls limitations | Claim is an economic‑loss negligent misrepresentation governed by 3‑year tort statute (§ 52‑577); suit filed after three years from letter; no continuing duty and no tolling | Claim barred by § 52‑577; no genuine issue that continuing‑duty tolling applies; summary judgment for CRDA |
Key Cases Cited
- Grenier v. Commissioner of Transportation, 306 Conn. 523 (discussing summary judgment standard)
- CCT Communications, Inc. v. Zone Telecom, Inc., 327 Conn. 114 (contract formation and interpretation principles)
- Westbrook v. Times‑Star Co., 122 Conn. 473 (writing that is only statement of essential features is not enforceable)
- Fowler v. Weiss, 15 Conn. App. 690 (factors for determining intent to be bound prior to formal contract)
- Perricone v. Perricone, 292 Conn. 187 (agreement must be definite and certain)
- Chotkowski v. State, 240 Conn. 246 (elements of estoppel and duty to exercise diligence)
- McClancy v. Bank of America, N.A., 176 Conn. App. 408 (promissory estoppel requires clear, definite promise)
- Coppola Construction Co. v. Hoffman Enterprises Ltd. Partnership, 309 Conn. 342 (elements of negligent misrepresentation)
- Flannery v. Singer Asset Finance Co., LLC, 312 Conn. 286 (continuing course of conduct tolling test)
- Watts v. Chittenden, 301 Conn. 575 (occurrence statutes run from defendant's conduct)
- Doe v. West Hartford, 328 Conn. 172 (burden shifting on statute‑of‑limitations defenses)