Sunset Gold Realty, LLC v. Premier Building & Development, Inc.
2012 Conn. App. LEXIS 66
Conn. App. Ct.2012Background
- Sunset Realty sued Premier Building for breach of a listing agreement and Cobblestone for breach, unjust enrichment, and bad-faith conduct after a ground lease process with CVS.
- Exclusive listing, August 5, 2005 to August 5, 2006, covered 72 Berlin Road; Premier later acquired and conveyed the property to Cobblestone the same day.
- Cobblestone and Premier shared a common member, Patrick Snow, and Cobblestone later acknowledged Sunset’s commission obligations via an email from a Cobblestone member.
- CVS approved a site, and a ground lease for a portion of 72 Berlin Road was executed October 2, 2006 between Cobblestone and CVS Pharmacy, LLC.
- Trial court held Sunset entitled to a commission under paragraph 6(a) of the listing agreement, binding Cobblestone as assignee.
- Premier and Cobblestone appealed, challenging the procurement finding and the assignment/party-bar status.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Sunset procured a ready, willing and able tenant under the listing. | Sunset’s actions during the term resulted in a ready, willing and able tenant. | The procurement did not occur under the listing terms. | Sunset procured a ready, willing and able tenant under the listing. |
| Whether Cobblestone is bound as assignee to the listing despite not signing the agreement. | Cobblestone’s email acknowledgment and common ownership show assignment. | Cobblestone was not a signatory; assignment invalid under Location Realty. | Yes, Cobblestone is bound as assignee; valid assignment supported by record. |
Key Cases Cited
- Revere Real Estate, Inc. v. Cerato, 186 Conn. 74 (1982) (fact-finding standard; deferential review)
- Forastiere v. Higbie, 95 Conn.App. 652 (2006) (clear error standard; defer to trial court findings)
- Location Realty, Inc. v. Colaccino, 287 Conn. 706 (2008) (assignment mechanics and § 20-325a substantial compliance/inequity exception)
- Schoonmaker v. Lawrence Brunoli, Inc., 265 Conn. 210 (2003) (contract interpretation; assignment principles)
- Shoreline Communications, Inc. v. Norwich Taxi, LLC, 70 Conn.App. 60 (2002) (assignee rights; third-party enforcement)