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Fernwood Realty, LLC v. Aerocision, LLC

Court of Appeals of Connecticut

June 21, 2016

FERNWOOD REALTY, LLC
v.
AEROCISION, LLC

          Argued February 1, 2016

         Appeal from Superior Court, judicial district of Middlesex, Aurigemma, J.

          Jeffrey J. White, with whom were Kathleen E. Dion and, on the brief, Sorell E. Negro, for the appellant (defendant).

          Hugh D. Hughes, with whom was Stephen R. Sheehan, for the appellee (plaintiff).

          DiPentima, C. J., and Keller and Prescott, Js.

          OPINION

          DiPENTIMA, C. J.

         The defendant, AeroCision, LLC, appeals from the judgment, rendered after a court trial, in favor of the plaintiff, Fernwood Realty, LLC. On appeal, the defendant claims that the court (1) erroneously concluded that it had committed statutory theft of components from an electrical distribution system because the defendant was the rightful owner of those components, and that there was no evidence to support the defendant’s good faith belief that it owned those components, (2) erred in its interpretation of a commercial lease, and (3) misapplied the legal standard with respect to the defendant’s constructive eviction counterclaim. We affirm the judgment of the trial court.

         The following procedural history is relevant to this appeal. The plaintiff’s operative amended complaint, filed on January 11, 2010, alleged, inter alia, that the defendant committed statutory theft in violation of General Statutes § 52-564 and breached its contract by defaulting on a commercial lease.[1] The defendant filed an answer, special defenses, and a counterclaim. Relevant to this appeal are counts one and two of the counterclaim, which sought to recover damages for the plaintiff’s alleged breach of the terms of a commercial lease, and count six, which alleged that the plaintiff constructively evicted the defendant.

         A bench trial was conducted over six nonconsecutive days, beginning on June 19, 2014, and ending on July 31, 2014. After the court, Aurigemma, J., reviewed the parties’ proposed statements of fact, posttrial briefs, and replies to the posttrial briefs, it issued its memorandum of decision on December 18, 2014. The court rendered judgment in favor of the plaintiff on its statutory theft and breach of contract counts, and it rendered judgment in favor of the plaintiff on all counts of the defendant’s counterclaim.[2]

         The following facts, as found by the court, are relevant to this appeal. Donald F. Woods (Donald) acquired 167 Elm Street (property), a commercial manufacturing building in Old Saybrook, in 1984.[3] The bus ducts, [4]branch feeders, [5] and transformer (electrical components) that formed the basis for the plaintiff’s statutory theft claim were installed in 1990. On November 30, 2001, Donald, Jeffrey D. Woods (Jeffrey), his son, and Barbara A. Woods (Barbara), his daughter, quitclaimed their interest in the property[6] to a three member limited liability company, the plaintiff, of which they were each a member. After the plaintiff acquired ownership of the property, it leased the property to an entity that the Woods family members owned, Pye & Hogan Machine Company, Inc. (Pye & Hogan), for $17, 000 per month.

         Starting in 2004, Jeffrey and Donald began negotiations to sell Pye & Hogan to Patrick G. Bromley, a Texas businessman who had ‘‘engaged in extensive business investments on behalf of a large employer and . . . on his own behalf.’’ On May 5, 2005, the sale was finalized, and Pye & Hogan sold many of its assets, including its personal property, to Pye & Hogan, LLC, through an asset purchase agreement (agreement). On the following day, the plaintiff and Pye & Hogan, LLC, entered into a lease agreement (lease) in which Pye & Hogan, LLC, would rent the property for sixty months, ending on May 6, 2010, for the amount of $17, 000 per month. Shortly after signing the lease, Pye & Hogan, LLC, changed its name to AeroCision, LLC, the defendant in this matter.

         In December, 2009, the defendant notified the plaintiff that it was vacating the property. It alleged that it had been constructively evicted because of ‘‘water intrusion’’ and a nonfunctioning toilet. Additionally, the defendant alleged that Donald threatened its employees with violence, which left it ‘‘no choice but to vacate the property to protect its employees.’’[7] (Internal quotation marks omitted.) The plaintiff responded in a letter stating that the defendant was not to remove various items from the property, including the electrical components. Afterward, the plaintiff filed its original complaint on December 14, 2009. In conjunction with its original complaint, the plaintiff sought an ex parte temporary injunction ordering the defendant not to remove items that belonged to the plaintiff, namely, ‘‘fire alarm and fire suppression systems, electric [bus] ducts and electrical raceway, electrical panels, electrical conduit, mounted and attached fixtures and light fixtures, electrical boxes.’’ The plaintiff’s ex parte temporary injunction was denied that same day.[8]

         During the process of removing items from the property, the defendant changed the locks to the property. As a result, the plaintiff could not ‘‘[oversee] in any manner the removal of items from the property.’’ Subsequently, the defendant relocated the bus ducts to its new location.[9] In January, 2010, the defendant provided the plaintiff with keys to the new locks. The plaintiff then hired John M. Lamb[10] to inspect the electrical distribution system. Lamb discovered that the electrical components were missing. He opined that it would cost $181, 300 to replace the missing electrical components.[11]Additionally, the property was left in disrepair, and the plaintiff spent $34, 614.30 to repair it.

         The court found that the defendant had violated § 52-564[12] and awarded the plaintiff $543, 900.[13] As to the plaintiff’s breach of contract claim, it awarded the plaintiff $219, 251.46.[14] This appeal followed. Additional facts will be set forth as required.

         I

         The first issue raised by the defendant on appeal consists of two interrelated claims. It first claims that the court improperly concluded that it had committed statutory theft because either the court ‘‘ignored centuries of legal precedent making the distinction between ‘fixtures’ and ‘trade fixtures, ’ ’’ or the court’s conclusion was ‘‘contrary to Supreme Court precedent.’’ In the alternative, the defendant claims that it could not have committed statutory theft because it had a good faith belief that it owned the electrical components. We address each claim in turn.

         A

         The following additional facts are necessary to provide context to the defendant’s first claim. Section 2.1 (a) (ii) of the agreement stated, in relevant part, that Pye & Hogan would ‘‘sell, assign, transfer, convey and deliver . . . to [the defendant], and the [defendant would] purchase and accept . . . all of the assets, properties . . . including all right, title and interest of [Pye & Hogan] in . . . the personal property described in Schedule 2.1 (a) (ii), together with the fixtures, furnishings, furniture, equipment . . . [and] property owned or leased by [Pye & Hogan], wherever located, or acquired by [Pye & Hogan] in connection with conduct of the [b]usiness . . . or used by [Pye & Hogan] in connection with the conduct of the [b]usiness . . . .’’ (Emphasis in original.) Schedule 2.1 (a) (ii) listed the individual machinery (e.g., CNC Toyota FH45 NM6424), the furniture and fixtures (e.g., telephone system and equipment), the data processing equipment (e.g., printers and computers), and the vehicles. Section 2.2 of the agreement set forth that certain assets were excluded from the sale. Schedule 2.2 (d) of the agreement listed the excluded assets. The electrical components were not listed in either schedule.

         In the agreement, Pye & Hogan made two important representations. First, it represented that it did not own the real property but, rather, leased it. The relevant portion of that provision of the agreement stated that to Pye & Hogan’s ‘‘knowledge, each item of [l]eased [r]eal [p]roperty ha[d] adequate Utilities . . . of a capacity and condition to serve adequately such [r]eal [p]roperty . . . . [T]he term ‘Utilities’ means all of the following: water distribution and service facilities; sanitary sewers and associated installations . . . electrical distribution and service facilities . . . and all other utility lines, conduit, pipes, ducts, shafts, equipment, apparatus and facilities.’’ (Emphasis altered.) Second, Pye & Hogan represented that the purchased assets ‘‘constitute[d] all of the assets used in connection with the [b]usiness . . . .’’

         Jeffrey was questioned at length during trial with respect to the electrical components. He testified that, after a fire in 1989 destroyed the building that Pye & Hogan had used for its business, Donald-with his own money-bought the necessary machinery and the electrical components for Pye & Hogan to continue with the business.[15] The machinery and the electrical components were installed in a temporary location. When the construction of the new building was completed in 1990, the machinery and the electrical components were installed in the property.[16] Jeffrey was directly asked who, at the time of the purchase, owned the bus ducts. He testified that Donald owned them until Donald transferred part of his ownership interest in the property to Jeffrey and Barbara; see footnote 6 of this opinion; who, along with Donald, then transferred ownership to the plaintiff.

         Jeffrey was also questioned extensively by the defendant’s counsel on the language of the agreement. Jeffrey asserted that the agreement did not include the sale of the bus ducts. In an attempt to impeach this testimony, the defendant’s counsel had Jeffrey read the relevant portions of the agreement discussing the assets to be sold and the assets to be excluded. The defendant’s counsel then took the position that because schedule 2.1 (a) (ii) was not an exhaustive list and the bus ducts were not listed as excluded assets, the bus ducts were part of the transaction. Jeffrey did not agree, and, on redirect examination, he testified that it was intended that the bus ducts installed in the property were to be permanent.

         Donald was called to testify on the fourth day of trial. During a brief direct examination, he testified that, inter alia, it was his intention that the electrical distribution system installed in the property was to be permanent. The cross-examination, which consisted of five questions relating to the property and two relating to Pye & Hogan, did not provide additional testimonial evidence about the electrical distribution system.

         We first set forth the appropriate standard of review. The defendant asserts that its first challenge to the court’s conclusion that it had committed statutory theft calls for plenary review. According to the defendant, this court ‘‘must decide whether the trial court applied the appropriate legal standard . . . [and] because the material facts are not disputed, the application of the facts to the proper legal standard is also a question of law.’’ (Citation omitted.) Specifically, the defendant contends that it owned the electrical components, and the court failed to recognize that those components were trade fixtures. Thus, it argues, the court committed error as a matter of law.[17] We disagree that the defendant’s claim merits plenary review because the central issues of its claim are based on the court’s factual findings that the electrical components were fixtures and that the defendant intended to deprive the plaintiff of its property, which are questions of fact.

         ‘‘The question as to whether a particular piece of property is personalty or a fixture is a question of fact. Vallerie v. Stonington, 253 Conn. 371, 372–73, 751 A.2d 829 (2000); Waterbury Petroleum Products, Inc. v. Canaan Oil & Fuel Co., [193 Conn. 208, 217, 477 A.2d 988 (1984)] . . . . As such, our review . . . of this determination by the trial court is limited to deciding whether the findings of the trial court were clearly erroneous. . . . A finding of fact is clearly erroneous when there is no evidence in the record to support it . . . or when although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed.’’ (Citations omitted; internal quotation marks omitted.) ATC Partnership v. Windham, 268 Conn. 463, 479, 845 A.2d 389 (2004).

         ‘‘[W]here the legal conclusions of the court are challenged, we must determine whether they are legally and logically correct and whether they find support in the facts set out in the memorandum of decision; where the factual basis of the court’s decision is challenged we must determine whether the facts set out in the memorandum of decision are supported by the evidence or whether, in light of the evidence and the pleadings in the whole record, those facts are clearly erroneous. . . . It is not our function to retry cases.’’ (Citation omitted; internal quotation marks omitted.) Waterbury Petroleum Products, Inc. v. Canaan Oil & Fuel Co., supra, 193 Conn. 217.

         We are also guided by the following long-standing principles of law relevant to the defendant’s claim. ‘‘To constitute a fixture, we must look at the character of how the personalty was attached to real estate, the nature and adaptation of the [personalty] to the uses and purposes to which they were appropriated at the time the annexation was made, and whether the annexer intended to make a permanent accession to the realty. . . . The character of the personal property attached to the real estate is determined at the time that the property is attached to the real estate.’’ (Internal quotation marks omitted.) ATC Partnership v. Windham, supra, 268 Conn. 479–80; see also Merritt-Chapman & Scott Corp. v. Mauro, 171 Conn. 177, 182, 368 A.2d 44 (1976); Capen v. Peckham, 35 Conn. 88, 93–94 (1868).

         This ‘‘test focuses on the objectively manifested intent of the annexer. . . . Ordinarily, if not invariably, the character of personal property attached to realty is to be determined as of the date when the property is attached. . . . The intent sought is not the subjective intent or undisclosed purpose of the annexer, but the intent manifested by his actions.’’ (Citations omitted; internal quotation marks omitted.) Waterbury Petroleum Products, Inc. v. Canaan Oil & Fuel Co., supra, 193 Conn. 216; Lesser v. Bridgeport-City Trust Co., 124 Conn. 59, 64, 198 A. 252 (1938) (‘‘owner of the equity is presumed to make improvements for the permanent benefit of the property, while a mere tenant is more likely to make them for his personal convenience’’); Webb v. New Haven Theatre Co., 87 Conn. 129, 133, 87 A. 274 (1913) (‘‘whether [articles become] fixtures or [remain] personal property is to be determined largely by the intention with which they were attached, as indicated by all the facts in the case’’); Radican v. Hughes, 86 Conn. 536, 542, 86 A. 220 (1913) (‘‘[i]n cases of this kind every fact and circumstance should be considered which tends to show what intention is properly imputable to him who located the article in position’’). ‘‘We have previously indicated that the narrow question of intent is a question of fact, the determination of which is not reviewable unless the conclusion drawn by the trier is one which cannot reasonably be reached.’’ (Internal quotation marks omitted.) Waterbury Petroleum Products, Inc. v. Canaan Oil & Fuel Co., supra, 216–17.

         Moreover, trade fixtures are distinguished from fixtures. A fixture installed by a tenant may be deemed a trade fixture if it is ‘‘used . . . in connection with its business . . . [and] without intention that [the fixtures] become a part of the real estate and could . . . [be] removed without serious injury to the real estate.’’ (Internal quotation marks omitted.) Slosberg v. Callahan Oil Co., 125 Conn. 651, 653, 7 A.2d 853 (1939); see also Griffith v. Drew’s LLC, 290 Neb. 508, 518, 860 N.W.2d 749 (2015) (‘‘[t]rade fixtures are articles annexed to the realty by a tenant for the purpose of carrying on trade and are ordinarily removable by [the tenant] during [the tenant’s] term’’); 36A C.J.S. 316, Fixtures § 37 (2014) (‘‘to qualify as [a] trade fixture . . . [it] must be annexed by a tenant to enable the tenant to carry on the trade or business to which the real property is devoted, and must be removable without material alteration or substantial damage to the real property to which it has been affixed’’ [footnote omitted]); 35A Am.Jur.2d 706–707, Fixtures § 33 (2010) (‘‘a trade fixture can generally be defined as those items of personal property annexed to the land by a tenant for purposes of carrying on a trade or business’’); id., p. 707 (‘‘The doctrine of trade fixtures is limited in its application to situations in which a landlord and tenant relationship exists, and is not applicable in [a] case in which the owner of land attaches fixtures to realty. An upgraded electrical system installed in a manufacturing facility by the seller of a building at the time the seller was the fee simple owner of the facility thus is not a trade fixture.’’ [Footnote omitted.]).

         Turning to law relevant to a statutory theft claim, ‘‘[w]e consistently have held that [s]tatutory theft under § 52-564 is synonymous with larceny under General Statutes § 53a-119. . . . A person commits larceny within the meaning of . . . § 53a-119 when, with intent to deprive another of property or to appropriate the same to himself or a third person, he wrongfully takes, obtains or withholds such property from an owner. An owner is defined, for purposes of § 53a-119, as any person who has a right to possession superior to that of a taker, obtainer or withholder. . . . [S]tatutory theft requires an intent to deprive another of his property . . . . Therefore, statutory theft requires a plaintiff to prove the additional element of intent . . . .’’ (Citations omitted; internal quotation marks omitted.) Rana v. Terdjanian, 136 Conn.App. 99, 113–14, 46 A.3d 175, cert. denied, 305 Conn. 926, 47 A.3d 886 (2012). ‘‘Intent may be inferred by the fact finder from the conduct of the defendant.’’ State v. Kimber, 48 Conn.App. 234, 240, 709 A.2d 570, cert. denied, 245 Conn. 902, 719 A.2d 1164 (1998). We iterate that ‘‘[i]t is well established that the question of intent is purely a question of fact. . . . Intent may be, and usually is, inferred from the defendant’s verbal or physical conduct. . . . Intent may also be inferred from the surrounding circumstances. . . . The use of inferences based on circumstantial evidence is necessary because direct evidence of the [defendant’s] state of mind is rarely available. . . . Intent may be gleaned from circumstantial evidence such as . . . the events leading up to and immediately following the incident.’’ (Internal quotation marks omitted.) Valencis v. Nyberg, 160 Conn.App. 777, 793, 125 A.3d 1026 (2015). Finally, the appropriate standard of proof for claims brought pursuant to § 52-564 is the preponderance of the evidence standard. Stuart v. Stuart, 297 Conn. 26, 44, 996 A.2d 259 (2010).

         On appeal, the defendant claims that the court erroneously concluded that it had committed statutory theft. The foundation of this claim is the defendant’s assertion that it is the proper owner of the electrical components. From the defendant’s perspective, Pye & Hogan bought the machinery and the electrical components as a ‘‘bundle’’ to continue with the business. Thus, the defendant contends that, because Pye & Hogan was the tenant in the property when the machinery and the electrical components were installed to continue the business, the electrical components became trade fixtures.

         Moreover, the defendant relies on the agreement to support its ownership claim. Specifically, it points out that the electrical components were not listed as excluded assets. The defendant also directs our attention to § 2.1 (a) (ii) of the agreement to claim that it ‘‘acquired property not identified in the schedule, including the fixtures . . . equipment . . . tools, supplies, spare parts . . . used by [Pye & Hogan] in connection with the conduct of the business.’’ (Emphasis in original.) To summarize the defendant’s argument, Pye & Hogan was the original owner of the electrical components, and the electrical components became trade fixtures when Pye & Hogan installed them in the property. Because they were not part of the excluded list and the defendant bought the machines (which came as a ‘‘bundle’’ with the electrical components) for the purpose of operating this particular business, the defendant is the rightful owner of the electrical components. Therefore, the defendant claims, the court erroneously concluded that it had committed statutory theft because the court ‘‘ignored centuries of legal precedent making the distinction between ‘fixtures’ and ‘trade fixtures’-the latter of which were undisputedly owned by the tenant.’’ We are not persuaded.

         We conclude that the court’s memorandum of decision adequately supports its conclusion that the electrical components were fixtures. The court explicitly found that in 1990 the electrical distribution system, which included the bus ducts and branch feeders, [18] was installed in the property at a time when Donald owned the property. It also found that in 2001, the Woods family conveyed its interest in the property to the plaintiff through a quitclaim deed. Since 2001, the plaintiff, as the owner of the property, owned the electrical distribution system. The logical finding is that Donald, whom the court implicitly found to be the sole owner of the property in 1990, owned the electrical components when he installed them, and the evidence produced at trial supports this implicit finding. See 24 Leggett Street Ltd. Partnership v. Beacon Industries, Inc., 239 Conn. 284, 300–301, 685 A.2d 305 (1996) (concluding trial court’s implicit factual finding not clearly erroneous); Rene Dry Wall Co. v. Strawberry Hill Associates, 182 Conn. 568, 575, 438 A.2d 774 (1980) (although trial court did not make explicit finding of reasonableness, such conclusion was implicit in findings and supported by testimony). Jeffrey testified at trial that Donald bought the machinery and the electrical components in 1989. Although the defendant vigorously denounces this testimony as ‘‘selfserving [and] conclusory, ’’ the issue of whether the witness was credible is not for this court to determine. See Jay v. A & A Ventures, LLC, 118 Conn.App. 506, 518, 984 A.2d 784 (2009) (‘‘[i]n a case tried before a court, the trial judge is the sole arbiter of the credibility of the witnesses and the weight to be given specific testimony’’ [internal quotation marks omitted]). Establishing that the court implicitly found that Donald was the sole owner the electrical components in 1990 does not end the analysis.

         The court also found that, prior to 2005, Pye & Hogan rented the property to manufacture aircraft engine components. Although not explicit, it is clear that the court reasoned that when Donald installed the electrical distribution system, including the electrical components, it was annexed to the property to manufacture aircraft engine components. The evidence presentedat trial also supports this finding, and the defendant agrees as much: ‘‘[F]rom 1989 to 2001, there is no dispute that the [electrical components][19] were used by [Pye & Hogan] to operate the business . . . .’’ (Footnote added.) Thus, the electrical components were specifically adapted to the property for the purpose of manufacturing aircraft engine components, and the court’s finding is supported by testimonial evidence. Jeffrey testified that without the electrical components, the property became ‘‘no more than just a warehouse as opposed to being an industrial manufacturing building.’’ Further, the court’s finding relating to the character of the annexation, which was that the bus ducts were attached by bolts to the electrical conduits, when viewed in light of the court’s concomitant finding that the electrical components were necessary to manufacture aircraft engine components, militates in favor of finding that the electrical components were fixtures. We now turn our attention to the court’s finding regarding the intent of the annexer.

         The court explicitly found that ‘‘[the plaintiff] intended the [electrical components] to be fixtures.’’ Although this finding is clearly erroneous because the court found previously that the electrical components were installed in 1990, and undisputed evidence established that the plaintiff did not come into legal existence until approximately ten years later, [20] it is harmless error. ‘‘Where . . . some of the facts found [by the trial court] are clearly erroneous and others are supported by the evidence, we must examine the clearly erroneous findings to see whether they were harmless, not only in isolation, but also taken as a whole. . . . If, when taken as a whole, they undermine appellate confidence in the court’s fact finding process, a new hearing is required.’’ (Internal quotation marks omitted.) LeBlanc v. New England Raceway, LLC, 116 Conn.App. 267, 281, 976 A.2d 750 (2009). We conclude that the court’s finding as to the plaintiff’s intent was harmless and does not undermine the court’s conclusion that the electrical components were fixtures.

         In light of all the circumstances of this case, the court correctly determined that the electrical components were fixtures. After the original manufacturing building was destroyed by fire in 1989, a new manufacturing facility was built to allow Pye & Hogan to continue with its business. Because Donald, as implicitly found by the court, was the owner of the electrical components when he installed them in 1990, his installation created a presumption that Donald was making ‘‘improvements for the permanent benefit’’; Lesser v. Bridgeport-City Trust Co., supra, 124 Conn. 64; of the newly constructed manufacturing facility. Acts subsequent to the installation of the electrical components confirm Donald’s intent that the electrical components were fixtures.

         From 1990 onward, the property was used by Pye & Hogan to manufacture aircraft engine components. As Jeffrey explained, the machinery used to make these items required a ‘‘higher demand for energy, ’’ which required arrangements with the electric company for ‘‘higher-end wiring to come in the building’’ for the bus ducts. It is also noteworthy that, according to Jeffrey, the building without the electrical components was no longer suitable to manufacture ‘‘machine and fabricated precision components for gas turbine engines used in military, commercial and industrial applications, ’’ but was ‘‘now no more than just a warehouse . . . .’’ See Webb v. New Haven Theatre Co., supra, 87 Conn. 133 (providing that whether articles were ‘‘so attached to the building as to make them useful in connection with [the building], and so that their removal would render [the building] practically useless for the purpose for which [the building] was constructed and used’’ was ‘‘[an] important, but not conclusive, [fact] as tending to show the intention with which [the articles] were attached’’). Taken together, the facts and circumstances of this case, namely, that, in 1990, Donald installed the electrical components in the newly constructed facility to manufacture aircraft engine components, are sufficient to confirm Donald’s intention that the electrical components were to remain fixtures.

         We also find support in ATC Partnership v. Windham, supra, 268 Conn. 463. In that case, our Supreme Court was presented with the issue of whether certain fixtures had been ‘‘severed from the underlying realty and thereby revert[ed] back to the status of personalty.’’ Id., 480. Relevant to our analysis in the present case, the court in ATC Partnership explained: ‘‘With regard to the potential progression of property from fixture to personalty, the general rule is that such severance may be either actual, in the sense of physical separation from the realty and removal from the land, or constructive, as in a situation in which a party objectively manifests its consideration of property as personalty . . . or in which parties agree as between themselves to consider a fixture as personalty.’’ (Citation omitted; emphasis added.) Id.

         Here, the court found that in 2005, Pye & Hogan, which did not own the property, sold its personal property to the defendant. The court also found that the agreement established that Pye & Hogan leased certain real property, which had adequate electrical distribution and service facilities, and the agreement delineated the personal property that was to be sold, which did not include the electrical distribution system or the electrical components. Pursuant to the lease, the defendant could remove only equipment it had purchased or installed at its own cost. The court found that the defendant had not installed the bus ducts. Therefore, at a minimum, the court implicitly found that the parties did not agree as between themselves to consider the electrical components as personalty. After a thorough examination of the record and the court’s other findings, our confidence in the court’s fact-finding process is not undermined by its erroneous finding that the plaintiff intended the electrical components to be fixtures;[21] accordingly, we conclude that the court’s erroneous finding was harmless and does not undermine the court’s finding that the electrical components were fixtures.[22]

         Having established that it was not clear error for the court to find that the electrical components were fixtures, we address the court’s conclusion that the defendant had committed statutory theft. The court inferred that the defendant intended to deprive the plaintiff of its property from the defendant’s ‘‘actions in changing the locks on the property, ’’ which prevented the plaintiff from ‘‘[seeing the defendant] improperly removing items of the electrical distribution system, combined with its actual knowledge that [the plaintiff] claimed ownership of those items . . . .’’ Also, the court found that the defendant had removed and installed the electrical components in its new manufacturing building, where it relocated after vacating the premises, despite knowing that the plaintiff disputed ownership of the components. On the basis of the circumstantial evidence before the court, we conclude that the relevant facts set out in the memorandum of decision pertinent to the court’s finding that the defendant intended to deprive the plaintiff of its property are supported by the evidence. Accordingly, the court’s legal conclusion that the defendant committed statutory theft is legally and logically correct.[23]

         B

         The defendant also claims that, in the alternative, the court erroneously concluded that it had committed statutory theft because the defendant had a good faith belief that it owned the electrical components. We do not agree.

         We first set forth the law relevant to this claim and our standard of review. Because statutory theft is synonymous with larceny; Rana v. Terdjanian, supra, 136 Conn.App. 113; a good faith belief that one owns the property at issue will negate the required intent. ‘‘One who takes property in good faith, under fair color of claim or title, honestly believing that . . . he has a right to take it, is not guilty of larceny even though he is mistaken in such belief, since in such case the felonious intent is lacking. . . . The general rule applies . . . to one who takes it with the honest belief that he has the right to do so under a contract . . . .’’ (Internal quotation marks omitted.) State v. Papandrea, 120 Conn.App. 224, 231, 991 A.2d 617 (2010), aff’d, 302 Conn. 340, 26 A.3d 75 (2011). The burden was on the defendant to establish that it had good faith belief that it owned the electrical components. See State v. Varszegi, 33 Conn.App. 368, 373, 635 A.2d 816 (1993) (‘‘A defendant who acts under the subjective belief that he or she has a lawful claim on property lacks the required felonious intent to steal. Such a defendant need not show his mistaken claim of right was reasonable, since an unreasonable belief that he had a right to take another’s property will suffice so long as he can establish his claim was made in good faith.’’ [Emphasis added; internal quotation marks omitted.]), cert. denied, 228 Conn. 921, 636 A.2d 851 (1994).

         Our Supreme Court has stated that ‘‘the term good faith has a well defined and generally understood meaning, being ordinarily used to describe that state of mind denoting honesty of purpose, freedom from intention to defraud, and, generally speaking, means being faithful to one’s duty or obligation. . . . It has been well defined as meaning [a]n honest intention to abstain from taking an unconscientious advantage of another, even through the forms or technicalities of law, together with an absence of all information or belief of facts which would render the transaction unconscientious. . . . It is a subjective standard of honesty of fact in the conduct or transaction concerned, taking into account the person’s state of mind, actual knowledge and motives. . . . Whether good faith exists is a question of fact to be determined from all the circumstances.’’ (Citation omitted; internal quotation marks omitted.) Bhatia v. Debek, 287 Conn. 397, 412–13, 948 A.2d 1009 (2008). Accordingly, we apply the clearly erroneous standard to the court’s factfinding.

         ‘‘The trial court’s findings are binding upon this court unless they are clearly erroneous in light of the evidence and the pleadings in the record as a whole. . . . We cannot retry the facts or pass on the credibility of the witnesses. . . . A finding of fact is clearly erroneous when there is no evidence in the record to support it . . . or when although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed . . . ...


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