Argued
February 14, 2019
Procedural
History
Action
to recover damages for, inter alia, breach of a guarantee of
a commercial lease, brought to the Superior Court in the
judicial district of Fairfield, Housing Session at
Bridgeport, where the named defendant et al. were defaulted
for failure to plead; thereafter, the court, Rodriguez,
J., granted the motion for summary judgment filed by the
defendant United Natural Foods, Inc., and rendered judgment
thereon, from which the plaintiff appealed to this court.
Affirmed.
Robert
D. Russo, for the appellant (plaintiff).
Robert
C. Hinton, for the appellee (defendant United Natural Foods,
Inc.).
DiPentima, C. J., and Prescott and Bright, Js.
OPINION
DIPENTIMA, C. J.
The
plaintiff, 1916 Post Road Associates, LLC, appeals from the
summary judgment rendered in favor of the defendant United
Natural Foods, Inc.[1] The plaintiff contends that the trial
court improperly rendered summary judgment because two
separate letters sent by the defendant create a genuine issue
of material fact as to whether the defendant's guarantee
of the terms of a commercial lease continued through an
optional extension period following the expiration of the
original lease term. We disagree and, accordingly, affirm the
judgment of the trial court.
Viewed
in the light most favorable to the plaintiff as the nonmoving
party, the record reveals the following facts and procedural
history. The plaintiff is the owner of real property located
at 1916 Post Road in Fairfield, Connecticut. On May 24, 1996,
the plaintiff entered into a fifteen year lease agreement
(lease) with Sweetwater Associates, Inc. (Sweetwater), and on
May 1, 1997, the lease term began.[2] Five months later, on
November 7, 1997, Sweetwater assigned the lease to Natural
Retail Group, Inc. (Natural Retail), and, on the same day,
the defendant guaranteed "the payment and performance by
the [a]ssignee of all of its obligations under the [l]ease
and all of the obligations of the [t]enant as defined under
the [l]ease effective as of the date hereof." On April
4, 1999, Natural Retail subsequently assigned its interest to
Mrs. Green's of Fairfield, Inc. (Mrs. Green's); in a
letter dated May 13, 1999, the defendant confirmed that its
guarantee would remain in effect despite the assignment of
the lease to Mrs. Green's.[3]
At some
point during the original lease term, the shareholders of
Mrs. Green's sold all interest in the business to Planet
Organic Health Corp. Prior to this sale, the defendant sent a
second letter, dated June 28, 2007, to the plaintiff
indicating that it had "no objection to the acquisition
of the shares of [Mrs. Green's] by Planet Organic Health
Corp. or its affiliates . . . ."In addition to
communicating that it had no objection to the acquisition of
Mrs. Green's, the defendant also requested that the
plaintiff "irrevocably waive its option to cancel the
[l]ease as a result of the [a]cquisition . . . without
prejudice to [the plaintiff's] right to exercise such
option in connection with a future
transaction."[4]Finally, the defendant stated that
"neither the [a]cquisition nor the [cancellation
[w]aiver shall in any way limit [the defendant's]
obligations under the existing guarant[ee] made by [the
defendant] in favor of [the plaintiff]."
On July
3, 2007, in connection with Planet Organic Health Corp.'s
acquisition of Mrs. Green's, the plaintiff received a
letter from Mrs. Green's with several enclosures. Among
those enclosures was a notice from Mrs. Green's that it
was exercising its option to extend the lease term from the
original termination date through April 30,
2017.[5] Also included were a copy of the
defendant's June 28, 2007 letter to the plaintiff and
lease guarantees from Planet Organic Health Corp. and Planet
Organic Holding Corp. Sometime after receiving the July 3,
2007 letter from Mrs. Green's, the plaintiff consented to
the acquisition of Mrs. Green's by Planet Organic Health
Corp. and waived its option to cancel the lease.
During
the extension period, Mrs. Green's failed to pay the rent
owed for November, 2016.[6] Thereafter, on January 5, 2017, the
plaintiff served Mrs. Green's with a notice to quit the
premises and, on February 15, 2017, commenced a summary
process action to evict Mrs. Green's. Judgment in the
summary process action was rendered in favor of the plaintiff
on March 1, 2017, and Mrs. Green's was evicted on March
17, 2017. The plaintiff claims that, despite diligent
efforts, it was unable to re-lease the premises prior to the
expiration of the extended lease term, April 30, 2017.
On
April 24, 2017, the plaintiff commenced the present action
against the defendant. The complaint alleges that the
defendant is liable for the debts of Mrs. Green's
pursuant to the terms of the November 7, 1997 guarantee, as
confirmed by the May 13, 1999 letter. On July 31, 2017, the
defendant filed an answer and special defenses, in which it
admitted that it had entered into a written guarantee of the
lease obligations of Mrs. Green's, but denied that it was
liable for that company's debts to the plaintiff. Then,
on September 20, 2017, the defendant filed a motion for
summary judgment, arguing that there was no genuine issue of
material fact as to whether the guarantee extended through
the optional extension period beyond the original lease term
and, on the basis of the language in the guarantee, the
defendant could not be held liable for a breach that occurred
after the expiration of the original lease term. The
plaintiff filed an opposition to the defendant's motion,
contending that the defendant's guarantee did apply to
the optional extension period or, "[a]t the very
least," there was a factual dispute as to this issue. On
December 18, 2017, the court granted the defendant's
motion for summary judgment.[7] This appeal followed.
On
appeal, the plaintiff claims that the trial court improperly
granted the defendant's motion for summary judgment
because there is a genuine issue of material fact that the
defendant's guarantee continued through the optional
extension period following the expiration of the ...