February 14, 2019
from the Superior Court in the judicial district of
Fairfield, Housing Session at Bridgeport, Rodriguez, J.
D. Russo, Southport, for the appellant (plaintiff).
C. Hinton, Hartford, for the appellee (defendant United
Natural Foods, Inc.).
C.J., and Prescott and Bright, Js.
Conn.App. 18] The plaintiff, 1916 Post Road Associates, LLC,
appeals from the summary judgment rendered in favor of the
defendant United Natural Foods, Inc. 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
defendants 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.
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. 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 [191 Conn.App.
19] its interest to Mrs. Greens of Fairfield, Inc. (Mrs.
Greens); 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. Greens.
point during the original lease term, the shareholders of
Mrs. Greens 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. Greens] by Planet Organic Health
Corp. or its affiliates ...." In addition to
communicating that it had no objection to the acquisition of
Mrs. Greens, 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
plaintiffs] right to exercise such option in connection with
a future transaction."
[191 Conn.App. 20] Finally, the defendant stated that
"neither the [a]cquisition nor the [c]ancellation
[w]aiver shall in any way limit [the defendants] obligations
under the existing guarant[ee] made by [the defendant] in
favor of [the plaintiff]."
3, 2007, in connection with Planet Organic Health Corp.s
acquisition of Mrs. Greens, the plaintiff received a letter
from Mrs. Greens with several enclosures. Among those
enclosures was a notice from Mrs. Greens that it was
exercising its option to extend the lease term from the
original termination date through April 30,
2017. Also included were a copy of the
defendants 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,