Briggs v. Sylvestri

• Decision Date: 30 June 1998
• Docket Number: Nos. 17104,17105,s. 17104
• Court: Connecticut Court of Appeals
• Parties: George P. BRIGGS v. Rocco J. SYLVESTRI et al.

Page 56

714 A.2d 56

49 Conn.App. 297

George P. BRIGGS v. Rocco J. SYLVESTRI et al.

Nos. 17104, 17105.

Appellate Court of Connecticut.

Argued March 20, 1998.

Decided June 30, 1998.

Michael J. Leventhal, with whom, on the brief, was Tricia L. Volkmann, New York City, for appellants-appellees (named defendant et al.).

Allan F. Friedman, Norwalk, for appellee-appellant (plaintiff).

Before EDWARD Y. O'CONNELL, C.J., and FRANCIS X. HENNESSY and SPALLONE, JJ.

EDWARD Y. O'CONNELL, Chief Judge.

The plaintiff, George Briggs, brought this action seeking specific performance of a right of first refusal contained in a lease. The trial court granted specific performance with respect to one defendant and denied it as to the others.

George Briggs appealed to this court from the trial court's judgment denying him specific performance as to the defendants Alfred Briggs, Jr., and Elizabeth Briggs. The defendant Rocco Sylvestri ¹ appealed from the part of the judgment granting specific performance as to the defendant Nancy Briggs DeBolt.

On appeal, George Briggs claims that the trial court improperly held that he was not entitled to review Sylvestri's offer to purchase certain property prior to exercising his right of first refusal. Sylvestri's central claim on appeal is that the trial court improperly ordered specific performance as to DeBolt's interest because George Briggs failed to show that he was ready, willing and able to purchase her interest. ² We affirm the judgment of the trial court as to both appeals.

The trial court found the following facts. George Briggs occupies property at 403 Greenwich Avenue in Greenwich under a long term lease that he had entered into with his father. The express provisions of the lease granted him the right of first refusal to purchase the property. ³ Following their father's death and upon the settlement of his estate, George Briggs and his three siblings each inherited a one-quarter interest in the property as tenants in common subject to the leasehold. ⁴ This settlement also reaffirmed George Briggs' right of first refusal in the property.

On December 10, 1993, Alfred Briggs and Elizabeth Briggs notified George Briggs by letter that they had received an offer from Sylvestri to purchase their respective one-quarter interests in the property. The letter further asked that George Briggs respond within fifteen days as to whether he intended to exercise his rights under the lease. The letter specified that if George Briggs failed to respond, Alfred Briggs and Elizabeth Briggs would assume that he waived any right to purchase their interests in the property.

On December 18, 1993, George Briggs responded by letter and requested a copy of Sylvestri's offer. He further requested that the fifteen days be extended to sixty days. On January 24, 1994, Alfred Briggs sent George Briggs a letter agreeing to the sixty day extension period, which was to expire on February 14, 1994, and informed George Briggs of changes in the terms of the proposed transaction with Sylvestri. Proof of Sylvestri's offer was not included with the letter. George Briggs made no further inquiries regarding the property and failed to exercise his right to purchase the property prior to February 14, 1994.

On March 4, 1994, Alfred Briggs conveyed his one-quarter interest to Sylvestri. On that same day, DeBolt conveyed her interest to Sylvestri. She had not previously notified George Briggs of Sylvestri's offer to purchase her interest in the property. On March 7 and March 17, 1994, George Briggs' attorney notified Alfred Briggs that George Briggs remained interested in purchasing the property and that he believed his rights under the lease were still viable. On March 21, 1994, Alfred Briggs' attorney notified George Briggs' attorney by letter that the time during which George Briggs was permitted to exercise his option had expired on February 14, 1994, and that the letter constituted written notice of the rejection of George Briggs' untimely attempt to purchase the property.

Elizabeth Briggs then conveyed her one-quarter interest to Sylvestri on May 3, 1994. Each of the one-quarter interests was conveyed by a separate deed, and all three were recorded in the Greenwich land records on May 6, 1994. On the same day, George Briggs learned that Sylvestri had purchased the three one-quarter interests in the property.

On July 15, 1994, George Briggs initiated this action asking the trial court to set aside all three conveyances to Sylvestri. Sylvestri counterclaimed, requesting, inter alia, that the court issue a declaratory judgment quieting title to the property.

The trial court held that George Briggs' father clearly intended George Briggs to have a right to first refuse to buy the property and that, during the settlement of the father's estate, that right was affirmed. The court then held that George Briggs defaulted by not exercising his right of first refusal by at least matching Sylvestri's offer before February 14, 1994. To this extent, the trial court concluded that George Briggs had waived his option to purchase the interests formerly owned by Alfred Briggs and Elizabeth Briggs, and that George Briggs had had no right to review Sylvestri's offer before making an offer of his own. The trial court therefore concluded that both Alfred Briggs' and Elizabeth Briggs' conveyances to Sylvestri were valid.

The trial court next found that because DeBolt did not furnish George Briggs with the right of first refusal as to her one-quarter interest prior to selling it to Sylvestri, she failed to honor an obligation owed to George Briggs. Without notice of DeBolt's proposed sale to Sylvestri, the trial court concluded that George Briggs was under no obligation to DeBolt to tender performance or to demonstrate that he was ready, willing and able to purchase her interest. Consequently, the court ordered specific performance and canceled the sale between DeBolt and Sylvestri.

In doing so, the court held that it "may award specific performance where, as here, the lease containing the right of first refusal was recorded, and the subsequent purchaser was aware of that right, constructively and actually, when he bought the property. The deed ⁵ lists [George Briggs'] right of first refusal as [an encumbrance] subject to which ... DeBolt's interest was devised. As the subsequent purchaser with such knowledge ... Sylvestri took the property subject to [George Briggs'] right of first refusal."

In addition to canceling DeBolt's sale to Sylvestri, the court directed DeBolt immediately to offer George Briggs the opportunity to purchase her one-quarter interest in the property. The trial court found Sylvestri's claims to be without merit and concluded that its decision quieted title to the property. ⁶ Sylvestri filed a motion for articulation, to which the trial court responded. ⁷ Both George Briggs and Sylvestri appeal from the trial court's decision. We affirm the trial court's judgment as to both appeals.

I

George Briggs claims that the trial court improperly held that he was not entitled to receive proof of Sylvestri's offer prior to being obligated to exercise his right of first refusal. He claims that there is no controlling Connecticut case law pertaining to this issue and that it would be illogical to require a holder of such a right to match an offer that has not been proven to be legitimate. George Briggs asserts that such a requirement would unreasonably force the holder either to act on the seller's statement or to lose his right of first refusal. We are not persuaded.

Connecticut case law holds that "a right of first refusal ... [is] conditioned on the occurrence of two events: [the property owner's] desire to sell the property, and [his] receipt of an acceptable offer from a bona fide purchaser." Smith v. Hevro Realty Corp., 199 Conn. 330, 335, 507 A.2d 980 (1986). This right merely requires the property owner, "before it [sells] the [property] to some third party, to offer it to [the holder of the right] on the same terms it [is] willing to accept from the third party." Id., at 336, 507 A.2d 980. A letter of notice to the holder, which sets out the terms of the proposed transaction, is all that is required. See id.

Smith does not require that the property owner provide the holder with proof of a third party's offer. It merely requires the owner to be in possession of an acceptable offer from a bonafide purchaser and that the owner notify the holder of that offer and then tender the property to the holder on the same terms. In this case, it remains undisputed that Alfred Briggs notified George Briggs in writing of Sylvestri's status as a third party purchaser and of the terms of Sylvestri's offer. The trial court found this letter sufficient to provide George Briggs with the parameters necessary for him to decide whether to exercise his right of first refusal. George Briggs, however, failed to take any action before February 14, 1994. The trial court properly concluded that George Briggs waived his right to purchase Alfred Briggs' and Elizabeth Briggs' respective one-quarter interests in the property.

II

On appeal, Sylvestri claims that for specific performance properly to be ordered, George Briggs was required to prove that, at all times, he was ready, willing and able to purchase the property. Allen v. Nissley, 184 Conn. 539, 542, 440 A.2d 231 (1981). Sylvestri asserts that George Briggs failed to offer proof of his financial ability to purchase DeBolt's interest and that the trial court's conclusion to the...