Bristol v. Ocean State Job Lot Stores, Inc.

• Decision Date: 18 September 2007
• Docket Number: No. 17819.,17819.
• Citation: 931 A.2d 837,284 Conn. 1
• Court: Connecticut Supreme Court
• Parties: CITY OF BRISTOL v. OCEAN STATE JOB LOT STORES OF CONNECTICUT, INC., et al.

931 A.2d 837

284 Conn. 1

CITY OF BRISTOL v. OCEAN STATE JOB LOT STORES OF CONNECTICUT, INC., et al.

No. 17819.

Supreme Court of Connecticut.

Argued April 12, 2007.

Decided September 18, 2007.

Bridget C. Gallagher, for the appellant (named defendant).

Houston Putnam Lowry, with whom, on the brief, was Julie A. Morgan, Meriden, for the appellee (plaintiff).

BORDEN, NORCOTT, KATZ, VERTEFEUILLE and ZARELLA, Js.^*

ZARELLA, J.

The named defendant, Ocean State Job Lot Stores of Connecticut, Inc.,¹ appeals² from the judgment of the trial court granting possession of the defendant's leasehold interest in a retail store in the Bristol Centre Mall (mall) to the plaintiff, the city of Bristol. The defendant claims that the trial court incorrectly concluded that the plaintiff properly had terminated the parties' lease. The defendant specifically claims that the plaintiff did not serve the defendant with a valid notice to quit the premises, thus depriving the trial court of subject matter jurisdiction. The defendant also claims that the plaintiff's termination of the defendant's lease was not in accordance with the lease's terms. We disagree and, accordingly, affirm the judgment of the trial court.

The following undisputed facts and procedural history are relevant to our resolution of this appeal. The defendant operates a retail store in the mall pursuant to a lease agreement executed in July, 1993. The term of the lease originally was set to expire on January 31, 1999. The defendant subsequently exercised several options, extending the lease through January 31, 2014. In January, 2005, the plaintiff and the mall's owners initialed a draft statement of compensation as a first step toward the plaintiff's purchase of the mall. The plaintiff had determined that the property was ideally suited for several community uses such as public parking, a community theater, a municipal field house and a town square area.

Negotiations over the disposition of the mall stalled several times. On March 11, 2005, however, the plaintiff informed the mall's owners that it would ask various city boards to consider acquiring the mall and to begin formal condemnation proceedings. On March 14, 2005, the plaintiff, through its planning commission, adopted a resolution recommending the plaintiff's purchase of the mall. On March 18, 2005, the plaintiff's city council (council) and board of finance authorized the plaintiff, through its mayor, to purchase the mall for $5,299,000. The plaintiff purchased the property on March 21, 2005, and immediately sent the defendant notice, as required by the lease agreement, of the plaintiff's status as the successor landlord. On March 25, 2005, the plaintiff terminated the defendant's lease pursuant to § 17.1 of the lease agreement³ and, on May 26, 2005, served notice on the defendant to quit the premises.

The defendant, however, refused to vacate the premises. The plaintiff then initiated this summary process action on June 8, 2005. The defendant filed a counterclaim, alleging violations of the implied covenant of good faith and fair dealing and the covenant of quiet use and enjoyment under the lease. On July 27, 2006, after a bench trial, the trial court rendered judgment for the plaintiff on the complaint and the defendant's counterclaim. The court determined that, because the intent of § 17.1 was to provide for the termination of the lease in the event of the mall's acquisition, the lease was subject to termination upon the plaintiff's purchase of the mall. The court further determined that termination of the lease was proper because the plaintiff had warned the defendant during the negotiation process that it could exercise the power of eminent domain if necessary. This appeal followed.

I

We first address the defendant's claim that the plaintiff failed to satisfy the jurisdictional requirements of a notice to quit. The defendant claims that the plaintiff's notice to quit failed to recite the reasons for terminating the lease and thus had been issued improperly. The plaintiff responds that the notice to quit satisfied the requirements of General Statutes § 47a-23. We agree with the plaintiff.

We begin our analysis with the applicable standard of review. A notice to quit is a condition precedent to a summary process action and, if defective, deprives the court of subject matter jurisdiction. See, e.g., Lampasona v. Jacobs, 209 Conn. 724, 728-29, 553 A.2d 175, cert. denied, 492 U.S. 919, 109 S.Ct. 3244, 106 L.Ed.2d 590 (1989). "We have long held that because [a] determination regarding a trial court's subject matter jurisdiction is a question of law, our review is plenary.... Moreover, [i]t is a fundamental rule that a court may raise and review the issue of subject matter jurisdiction at any time." (Internal quotation marks omitted.) Statewide Grievance Committee v. Burton, 282 Conn. 1, 6, 917 A.2d 966 (2007). Furthermore, "[s]ummary process is a special statutory procedure designed to provide an expeditious remedy.... It enable[s] landlords to obtain possession of leased premises without suffering the delay, loss and expense to which, under the common-law actions, they might be subjected by tenants wrongfully holding over their terms.... Summary process statutes secure a prompt hearing and final determination.... Therefore, the statutes relating to summary process must be narrowly construed and strictly followed." (Citations omitted; internal quotation marks omitted.) Young v. Young, 249 Conn. 482, 487-88, 733 A.2d 835 (1999).

General Statutes § 47a-23 (a), which governs summary process actions, provides in relevant part: "When the owner or lessor ... desires to obtain possession or occupancy of any land or building, any apartment in any building, [or] any dwelling unit ... and (1) when a rental agreement or lease of such property, whether in writing or by parol, terminates for any of the following reasons: (A) By lapse of time; (B) by reason of any expressed stipulation therein ... (E) nonpayment of rent when due for commercial property ... or (3) when one originally had the right or privilege to occupy such premises but such right or privilege has terminated ... such owner or lessor ... shall give notice to each lessee or occupant to quit possession or occupancy of such land, building, apartment or dwelling unit...." General Statutes § 47a-23 (b) also directs that a notice to quit shall include the reasons that the lessee or occupant must quit the premises, "using the statutory language or words of similar import...."

In the present case, the notice to quit, dated May 26, 2005, ordered the defendant to quit the premises because the lease was being terminated for the following reasons: "(1) By lapse of time; (2) nonpayment of rent when due for commercial property; (3) by reason of any expressed stipulation therein; (4) when one originally had the right or privilege to occupy such premises but such right or privilege has terminated." All of these reasons are enumerated in § 47a-23 (a). Accordingly, we conclude that the notice to quit complied with the statutory requirements and formed a valid basis for the plaintiff's summary process action.

II

We next address the defendant's claim that the trial court incorrectly concluded that the plaintiff had terminated the defendant's lease in accordance with its terms. The defendant claims that the trial court incorrectly determined that § 17.1 of the lease agreement permitted the plaintiff to terminate the lease upon its acquisition of the mall without establishing that the acquisition was made pursuant to the plaintiff's power of eminent domain. We disagree.

We begin our analysis with the applicable standard of review. The defendant's claim presents a question of contract interpretation because a lease is a contract, and, therefore, it is subject to the same rules of construction as other contracts. See Middlesex Mutual Assurance Co. v. Vaszil, 279 Conn. 28, 35-36, 900 A.2d 513 (2006). The standard of review for the interpretation of a contract is well established. "Although ordinarily the question of contract interpretation, being a question of the parties' intent, is a question of fact ... [when] there is definitive contract language, the determination of what the parties intended by their ... commitments is a question of law [over which our review is plenary]." (Internal quotation marks omitted.) Hanks v. Powder Ridge Restaurant Corp., 276 Conn. 314, 322, 885 A.2d 734 (2005). If "the language of [a] contract is susceptible to more than one reasonable interpretation, [however] the contract is ambiguous." (Internal quotation marks omitted.) Poole v. Waterbury, 266 Conn. 68, 96, 831 A.2d 211 (2003). Ordinarily such ambiguity requires the use of extrinsic evidence by a trial court to determine the intent of the parties, and, because such a determination is factual, it is subject to reversal on appeal only if it is clearly erroneous. See id., at 97, 831 A.2d 211. In the present case, even though there is a purported ambiguity in the lease agreement, no extrinsic evidence was offered at trial to establish the intent of the parties. Therefore, the trial court's determination of the parties' intent was based solely on the language of the lease agreement and did not involve the resolution of any evidentiary issues of credibility. Accordingly, our review of the trial court's interpretation of the lease agreement involves a question of law over which our review is plenary.⁴

"In construing a written lease ... three elementary principles must be [considered]: (1) The intention of the parties is controlling and must be gathered from the language of the lease in the light of the circumstances surrounding the parties at the execution of the instrument; (2) the language must be given its ordinary meaning unless a technical or special meaning is clearly intended; [and] (3) the lease must be construed as a whole and in such a manner as to give effect to every...