Bridge-Mile Shoe Corp. v. Liggett Drug Co.

• Decision Date: 03 May 1955
• Docket Number: BRIDGE-MILE
• Citation: 142 Conn. 313,113 A.2d 863
• Court: Connecticut Supreme Court
• Parties: TheSHOE CORPORATION v. LIGGETT DRUG COMPANY, Inc. Supreme Court of Errors of Connecticut

Page 863

113 A.2d 863

142 Conn. 313

The BRIDGE-MILE SHOE CORPORATION v. LIGGETT DRUG COMPANY, Inc.

Supreme Court of Errors of Connecticut.

May 3, 1955.

Arthur C. Williams, Bridgeport, with whom, on the brief, was Daniel F. Wheeler, Bridgeport, for appellant-plaintiff.

C. Driscoll Grimes, Greenwich, for appellee-defendant.

Before INGLIS, C. J., and BALDWIN, O'SULLIVAN, WYNNE and DALY, JJ.

WYNNE, Associate Justice.

In this action the plaintiff seeks to recover damages for the expense of extensive alterations made to a building sublet to it by the defendant, and for loss of business incident to the alterations. The trial court rendered judgment for the defendant, and from that judgment this appeal has been taken.

The court's finding has been attacked in numerous particulars. The facts which are not in dispute are as follows: On July 25, 1950, the parties entered into a written indenture of lease by which the defendant sublet to the plaintiff, for a term beginning September 15, 1950, and ending December 30, 1968, certain real property situated at the corner of Main Street and Fairfield Avenue in Bridgeport. One paragraph of this indenture provided as follows: 'If, at the date fixed for the commencement of the term hereof, there be any violations of any orders, ordinances, or regulations of any state, county or municipal government, or any department thereof, affecting the demised premises, and the cost of removal or compliance therewith shall be more than One Thousand Dollars ($1,000), Landlord agrees, at its sole expense to remove and/or comply therewith and Tenant grants Landlord the right to enter the demised premises for such purpose, provided Landlord shall promptly commence the work required therefor and diligently prosecute same to completion.'

At the time of the execution of the indenture the defendant was in possession of the premises under a lease which permitted the subleasing of the premises, and no question is raised that the sublease established the legal relationship from which the rights of the present parties can be determined. The plaintiff is a wholly owned subsidiary of the Miles Shoe Company, which owned or operated 145 retail shoe stores. For several years prior to 1950, this company had operated a retail shoe store in Bridgeport about two blocks from the drugstore operated by the defendant in the premises which are subject to the sublease here involved. The Miles Shoe Company was interested in a new location for its Bridgeport store and was engaged in inquiries with such an end in view. The defendant had, since 1933, conducted a retail drugstore on the first floor of the building which this action concerns and had, since January 1, 1948, been in possession of the entire premises under a long-term lease. Commencing with the year 1947, the defendant's drugstore had been operated at a constant loss. In the early part of 1950 the defendant explored the possibility of making certain alterations in the building, including enlarging its drugstore on the first floor. Plans were submitted by the defendant to the building department of the city of Bridgeport, and the defendant was advised that the suggested changes would not be permitted unless other changes were made to comply with the Bridgeport building code. The building was approximately one hundred years old. The building code was enacted long after the erection of the building. While the code specifies in detail the requirements for new buildings, it does not require any changes or alterations in existing buildings. It contains provisions empowering the authorities to require certain work to be done in existing buildings to make them safe, but these provisions include notice to owners or occupants. No claim is made that such a notice had been given to the defendant prior to the execution of the indenture here in question.

The parties are in substantial accord as to the principal issues involved in this appeal. These are twofold: (1) whether the court erred in construing the term 'violations' as used in the quoted paragraph of the indenture as referring only to 'violations' which in fact existed as the commencement of the term and of which the defendant had knowledge; and (2) whether the court erred in concluding that the circumstances existing during the negotiations for the sublease did not impose a duty upon the defendant to disclose material facts which it must have known would have a direct bearing on the plaintiff's intentions regarding building alterations. The assignment of errors as filed and argued comprehends these two questions and also presents an extensive attack on the finding. The answer to the definite issues...