Congress & Daggett, Inc. v. Seamless Rubber Co.

Decision Date27 May 1958
Citation142 A.2d 137,145 Conn. 318
CourtConnecticut Supreme Court
PartiesCONGRESS AND DAGGETT, Inc. v. The SEAMLESS RUBBER COMPANY. Supreme Court of Errors of Connecticut

Jacob Bresnerkoff, Hartford, with whom was Philip M. Finkelstein, Hartford, for plaintiff.

Frederick H. Wiggin, New Haven, with whom were John W. Barnett, Harrison F. Turnbull, New Haven, and, on the brief, John I. Ely, New Haven, for defendant.

Before DALY, C. J., BALDWIN, KING, and MURPHY, JJ., and MELLITZ, Superior Court Judge.

DALY, Chief Justice.

This action for a declaratory judgment has been reserved for the advice of this court. The following facts have been stipulated: On April 23, 1951, Wire Rope Corporation of America, Inc., hereinafter called Wire Rope, was the owner of a large tract of land, with a number of buildings on it, in the city of New Haven. On that day it leased to the defendant by written instrument certain parts of the land and buildings, referred to hereinafter as the 'leased premises.' The portions which were not leased to the defendant are referred to in the lease as the 'additional premises.' The lease was recorded in the land records of the town of New Haven on May 18, 1951. It was amended by a supplemental indenture between Wire Rope and the defendant which was dated April 16, 1954, and was recorded on May 14, 1954. The lease and the supplemental indenture, which are hereinafter collectively referred to as the 'defendant's lease,' were drawn by the attorneys for the defendant.

On February 9, 1955, the plaintiff, under the name of The 341 Trumbull Street Corporation, which has since been changed to Congress and Daggett, Inc., entered into a written agreement with Wire Rope whereby the plaintiff agreed to purchase the latter's land and buildings. Before selling the property to the plaintiff, Wire Rope duly offered to sell it to the defendant, as required by paragraph 14 of the defendant's lease, 1 for $515,000 upon the same terms and conditions. The defendant did not exercise its option and privilege, as set forth in paragraph 14, to purchase the property. By deed dated June 15, 1955, Wire Rope conveyed the premises to the plaintiff, and the deed was recorded on June 15, 1955. The written agreement of sale and the deed from Wire Rope to the plaintiff were expressly made subject to the defendant's lease. The purchase price paid by the plaintiff to Wire Rope for the property was $515,000, the same price at which the property had been listed for sale with a real estate broker from January 15, 1954, until February 9, 1955, the date of the written agreement executed by the plaintiff and Wire Rope. The broker had, in the meantime, shown the property to other prospective purchasers. At and before the time of the purchase on June 15, 1955, the plaintiff had actual knowledge of the defendant's lease and took title subject to it. The defendant is still occupying the 'leased premises' under and by virtue of the lease. Parts of the 'additional premises' are at present occupied by third parties under several short-term leases, and parts are vacant.

The term of the defendant's lease is ten years beginning September 1, 1951. It contains an option and privilege on the part of the lessee to extend the term 'at the same rate of rental and upon the same other terms and provisions as are herein contained, for each of nine * * * additional periods of ten * * * years each, except the last period which shall be of nine * * * years only.' By the lease, the defendant is giving the option and privilege of canceling and terminating it as of the last day of any month during the last five years of the original term or during the last five years of any extended term. All exhibits referred to in the stipulation are made parts of it. The plaintiff desires to enter into negotiations with third parties for the renewal of existing leases, or the making of new leases, of parts of the 'additional premises' and to enter into negotiations with third parties for the sale of all or part or parts of the 'leased premises' and the 'additional premises.' The existence of the defendant's lease affects the salability and market value of all or any part or parts of the 'leased premises' and the 'additional premises,' but all or part can be sold at a reduced price.

The questions reserved for the advice of this court are six in number and are set forth in the footnote. 2 By questions (c), (d) and (f), we are asked to determine the rights of a purchaser of the property or part of it. Neither the complaint nor the stipulation indicates that there is a purchaser. The only parties to the action are the plaintiff, which is the owner of the property, and the defendant. It is fundamental that upon a reservation we will not answer a question which affects the rights of anyone not a party. Jennings v. Connecticut Light & Power Co., 140 Conn. 650, 677, 103 A.2d 535. Questions (c), (d) and (f) are not answered. By questions (a) and (b), we are asked to determine whether the plaintiff has a right to sell to a third party or parties all or any part of the 'leased premises' or all or any part of the 'additional premises' without first offering to sell to the defendant as provided in paragraph 14 of the defendant's lease. It does not appear that the plaintiff now intends to sell the property or any part of it or that there are any 'terms and provisions of any such intended sale or other disposition.' Consequently, questions (a) and (b) can only be construed as asking whether, if in the future the plaintiff should intend to sell to a third party or third parties all or any part of the 'leased premises' or all or any part of the 'additional premises,' the plaintiff would first be required to offer to sell to the defendant. On a reservation, this court will not answer questions that are academic. Burns v. Seymour, 141 Conn. 401, 406, 106 A.2d 759. It would not be in accord with the policy of this court to answer questions (a) and (b) at this time. Bankers Trust Co. v. Pearson, 140 Conn. 332, 353, 99 A.2d 224. For this reason they are not answered.

The parties have stipulated that parts of the 'additional premises' are vacant. By question (e) we are asked whether the plaintiff has 'the right to lease or renew or extend the term of any existing lease or enter into any new lease of all or any part or parts of the 'additional premises' without affording to the defendant the option and privilege referred to' in paragraph 13 of the defendant's lease. 3 Under a provision of the written agreement of February 9, 1955, between the plaintiff and Wire Rope, 4 the plaintiff agreed to assume and perform any and all of Wire Rope's obligations under the provisions of the defendant's lease. The defendant maintains that therefore it is a third party beneficiary of...

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11 cases
  • Kellems v. Brown
    • United States
    • Connecticut Supreme Court
    • July 27, 1972
    ...are concerned, the issue is merely academic and this court will not answer merely academic questions. Congress & Daggett, Inc. v. Seamless Rubber Co., 145 Conn. 318, 323, 142 A.2d 137; Burns v. Seymour, 141 Conn. 401, 406, 106 A.2d A further contention of the plaintiffs is that a proper int......
  • Nowell v. Nowell
    • United States
    • Connecticut Supreme Court
    • January 28, 1969
    ...directed to the injunctions and the adjudications of contempt because the issues have become academic. Congress & Daggett, Inc. v. Seamless Rubber Co., 145 Conn. 318, 323, 142 A.2d 137; Eastern Electric Construction Co. v. Morrissey, 142 Conn. 742, 743, 115 A.2d 427. IV The court did not co......
  • Gateway Co. v. DiNoia, 14979
    • United States
    • Connecticut Supreme Court
    • February 14, 1995
    ...was that the promisor should assume a direct obligation to the third party [beneficiary]' "; Congress & Daggett, Inc. v. Seamless Rubber Co., 145 Conn. 318, 324, 142 A.2d 137 (1958) (whether an agreement creates a third party beneficiary depends on "whether the intent of the parties [to the......
  • Stowe v. Smith
    • United States
    • Connecticut Supreme Court
    • May 12, 1981
    ...293 (1929). See Knapp v. New Haven Road Construction Co., 150 Conn. 321, 325, 189 A.2d 386 (1963); Congress & Daggett, Inc. v. Seamless Rubber Co., 145 Conn. 318, 324, 142 A.2d 137 (1958); Colonial Discount Co. v. Avon Motors, Inc., 137 Conn. 196, 200, 75 A.2d 507 (1950); Pavano v. Western ......
  • Request a trial to view additional results

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