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LLC v. Mrs. Green’s of Fairfield, Inc.

Appellate Court of Connecticut

June 25, 2019

1916 POST ROAD ASSOCIATES, LLC
v.
MRS. GREEN’S OF FAIRFIELD, INC., et al.

         Argued February 14, 2019

         Appeal from the Superior Court in the judicial district of Fairfield, Housing Session at Bridgeport, Rodriguez, J.

Page 745

          Robert D. Russo, Southport, for the appellant (plaintiff).

         Robert C. Hinton, Hartford, for the appellee (defendant United Natural Foods, Inc.).

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

         OPINION

         DiPENTIMA, C.J.

Page 746

          [191 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.[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 [191 Conn.App. 19] 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]

Page 747

[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 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 ...


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