40 Conn. App. 536 | Conn. App. Ct. | 1996
The plaintiff brought this action to collect on an unpaid promissory note. The defendants
The jury could reasonably have found the following facts. The defendants were financing an office condominium project in Avon through a series of construction mortgage loans from the plaintiff bank. The project, consisting of ten buildings containing four office units each, was being constructed in phases. The present action concerns a promissory note and guarantees dated April 29,1988. On December 18,1989, the plaintiff notified the defendants that it would insist on payment of the note on its May 1, 1990 due date and would thereafter discontinue financing the project.
By letter dated April 30, 1990, the bank formally demanded full payment of the loan by the next day. The defendants lacked personal funds to meet this demand and could not secure alternative financing. On June 7, 1990, the plaintiff sent the defendants a letter requiring the defendants to execute a forbearance agreement no later than June 8,1990.
On April 9, 1991, the plaintiff commenced this action to recover the amount due under the note and guarantees. The defendants counterclaimed, inter alia, that the plaintiff breached an oral contract by which the plaintiff agreed to fund the project to completion. The jury returned a verdict in favor of the plaintiff both on its claim and on the defendants’ counterclaim.
Through interrogatories, the jury indicated that it found the existence of an oral contract between the defendants and the plaintiffs to fund the condominium project to completion. Additionally, the jury responded that the bank breached this oral contract and also violated the Connecticut Unfair Trade Practices Act. Notwithstanding these findings, the jury also found that the forbearance agreement constituted a release by the defendants of their counterclaim or found that the defendants were estopped to assert their counterclaim.
I
The defendants’ counterclaim was based on a theory that the plaintiff was obligated to fund the building project to completion. The plaintiff pleaded the forbearance agreement as a special defense to the counterclaim.
A
The defendants first contend that the trial court should have ruled, as a matter of law, that the release
The language of both the second and third sentences is clear. The terms are not subject to alternative interpretations, but rather the terms in the second and third sentences are inconsistent and conflicting. This case therefore calls for the determination of what the parties intended when they entered into the agreement containing inconsistent and conflicting clauses. Id. Questions of the parties’ intent are questions of fact for the fact finder. See, e.g., Levine v. Massey, 232 Conn. 272, 276, 654 A.2d 737 (1995). Accordingly, we conclude that the trial court properly submitted the question to the jury.
B
The defendants next argue that their counterclaim cannot be considered as having been pleaded in defense or diminution of the amounts claimed under the note within the meaning of paragraph two because the counterclaim is much broader in scope than the note that was the subject of the plaintiffs complaint.
The defendants fail to recognize that their counterclaim is actually a setoff of the amount admittedly due under the plaintiffs claim. “In any action brought for the recovery of a debt, if there are mutual debts between
The fact that the defendants’ counterclaim in this case might give rise to damages in excess of those due the plaintiff does not bar it from being a setoff. “If it appears upon the trial that the plaintiff is indebted to the defendant, the court shall give judgment for the defendant to recover the balance due of the plaintiff with his costs . . . .” General Statutes § 52-139 (c).
In the present case, the defendants’ counterclaim is for money damages against the identical party that is suing them for money damages. The law of setoff applies to the defendants’ counterclaim and, therefore, the fact that it may be broader than the plaintiffs claim is irrelevant.
II
The defendants next contend that the trial court should not have instructed the jury on the doctrine of estoppel because there was no evidence to support a finding of estoppel by the jury.
The elements of estoppel are (1) the party against whom estoppel is claimed must do or say something calculated or intended to induce another party to
The defendants argue that there was no evidence that the plaintiff changed its position in reliance on the defendants’ execution of the forbearance agreement to support the element of reasonable reliance. The record, however, does not support this contention. The bank officer who executed the forbearance agreement testified that the plaintiff would not have entered into the agreement if it did not contain the release language. Additionally, there was testimony to the effect that, as a result of the plaintiffs reliance on the agreement, it neither commenced immediate foreclosure of the mortgage nor took immediate collection action on the note.
We conclude that there was sufficient evidence to support submitting the estoppel issue to the jury.
Ill
In their final claim, the defendants argue that the trial court improperly charged the jury that an agreement to execute a subsequent release is sufficient to release the defendants’ counterclaims where there was no evidence that all material terms of the proposed release were agreed upon among the parties.
We will review a trial court’s legal rulings, such as denial of a request to charge only to the extent of determining if they are legally and logically correct. Pandolphe’s Auto Parts, Inc. v. Manchester, 181 Conn. 217, 221-22, 435 A.2d 24 (1980). Unless the contrary appears in the record, we will presume that the trial court acted properly and considered applicable legal principles. See Rosenblit v. Danaher, 206 Conn. 125, 134, 537 A.2d 145 (1988). More specifically, “[w]e con
In the present case, the trial court expressly instructed the jury that “if the parties did not agree on all of the terms of the release or contemplated the signing of the formal document as a condition to the effective condition of the release, then the agreement release is not a bar to [the defendants’] counterclaims.” We conclude that there was sufficient evidence to submit the release issue to the jury and that the jury was properly instructed that it must find that the parties had agreed to the terms of the final release.
The judgment is affirmed.
In this opinion the other judges concurred.
The defendants are (1) Avon Meadow Associates, a general partnership comprised of James G. Sutton, Barrett L. Krass and James J. Heneghan, and (2) Sutton, Krass and Heneghan in their individual capacities because they personally signed a guarantee of payment of the note.
In response to an interrogatory, the jury found no duress on the defendants in executing the forbearance agreement. The defendants do not challenge this response.
“Debtor and Guarantor jointly and severally acknowledge and affirm the Debt represented by the Note, Mortgage, Guaranty and any other documents executed in connection therewith. Debtor and Guarantor further represent that, as of the date hereof, no defense, setoff or claim exists with respect to Bank, either matured or unmatured, contingent or certain, direct or indirect, which could be raised in defense or in diminution of the amounts claimed under the said Note. Further, Guarantor and Debtor hereby covenant and agree that they will execute such documents as Bank may reasonably request, which documents will serve to forever waive and release any
Although it seems inconsistent that the jury found either that the forbearance agreement constituted a release or that the defendant was estopped from asserting its counterclaim, the interrogatories to the jury were phrased in this particular manner. We therefore address both alternatives.
The trial court submitted the following instruction to the jury: “Again, the language, the second sentence about—to the effect that Avon, in effect, covenants that it will execute such documents as the bank may reasonably request which would serve to waive and release any counterclaim by Avon, the question is for you to interpret that the issue is the intention of the parties as manifested by these words. If the parties agree upon all the terms of a release, then the parties are bound by the release even though they