Fairfield Lease Corp. v. Eastern Sportswear Co., CV-14-679-31337

• Decision Date: 22 May 1970
• Docket Number: No. CV-14-679-31337,CV-14-679-31337
• Court: Circuit Court of Connecticut. Connecticut Circuit Court, Appellate Division
• Parties: FAIRFIELD LEASE CORPORATION v. EASTERN SPORTSWEAR COMPANY, inc.

Page 300

273 A.2d 300

6 Conn.Cir.Ct. 347

FAIRFIELD LEASE CORPORATION v. EASTERN SPORTSWEAR COMPANY, inc.

No. CV-14-679-31337.

Circuit Court of Connecticut, Appellate Division.

Argued April 6, 1970.

Decided May 22, 1970.

Samuel M. Chambliss, Bridgeport, for appellant (plaintiff).

Harry Cooper, Hartford, for appellee (defendant).

KINMONTH, Judge.

This action was brought to recover the balance due on an instalment contract for one hot-drink machine. From the judgment for the defendant the plaintiff has appealed, assigning error in the court's finding and conclusions and in the admission of certain evidence. The assignments pursued in the brief involve claims under the parol evidence rule, and these we consider. Other assignments not briefed we consider abandoned. Shelton Yacht & Cabana Club, Inc. v. Suto, 150 Conn. 251, 256, 188 A.2d 493.

The material portions of the finding may be summarized as follows: In 1965, and for some time prior thereto, U-Vend, Inc., was engaged in the business of leasing coin-operated coffee machines to business and industrial concerns. At that time, the defendant was engaged in the dressmaking business, employing seventy-five to eighty women. On and before August 12, 1965, U-Vend, Inc., and the defendant had discussions on the leasing of a coin-operated coffee machine, and U-Vend, Inc., became familiar with the nature of the defendant's business and the number of women it employed. During these discussions the defendant made it known to U-Vend, Inc., that it would be interested in leasing a coffee machine provided it was understood that the defendant could terminate the lease arrangement if it discontinued the dressmaking business. Thereafter, to induce the defendant to enter into a lease agreement, U-Vend, Inc., wrote the defendant a letter, dated August 12, 1965. ¹. On August 16, 1965, U-Vend, Inc., and the defendant executed a document entitled 'Lease Agreement.' The parties agreed that the letter and lease agreement were one contract. The lease agreement was for a term of thirty-six months beginning August 20, 1965, for a monthly rental of $39.50 per month. On August 20, 1965, U-Vend, Inc., assigned and sold the lease to the plaintiff. On July 11, 1966, the defendant leased its dressmaking machines and equipment to Eastern Sportswear, Ltd. On July 15, 1966, the defendant caused a letter to be sent to U-Vend, Inc., with a copy forwarded to the plaintiff, advising that it, the defendant, had disposed of its dressmaking business, and that it was terminating the lease in accordance with the terms thereof; and it requested advice where the coffee machine should be delivered. By letter dated July 19, 1966, U-Vend, Inc., acknowledged receipt of the letter and it specified that the machine be returned to 'our warehouse since we store the machines belonging to Fairfield Lease Corporation.' In July, 1966, the defendant returned the machine to U-Vend, Inc., and it was accepted by them and the plaintiff. The defendant had paid all rental due to the plaintiff up to the date of the return of the machine. The defendant and Eastern Sportswear, Ltd., are separate entities, having no connection with one another, other than the leasing of equipment. After leasing the equipment to Eastern Sportswear, Ltd., neither the defendant nor its officers or principals engaged in the dressmaking business, directly or indirectly. Since leasing its equipment, the defendant has become engaged in the business of buying mortgages and investing in stocks and bonds and has only one employee.

From these facts, the court concluded that the letter of August 12, 1965, and the lease agreement made up the whole agreement between the parties; that, from all the circumstances, in using the word 'business' in the letter the parties intended and meant to embrace the dress business then being operated by the defendant; that the lease agreement was effectively terminated; and that the plaintiff was not entitled to recover.

The chief contention of the plaintiff is that the trial court erred by taking into consideration the conversation and circumstances of the parties prior to the execution of the contract, and thus violated the parol evidence rule. The court, over the plaintiff's objection, allowed the defendant to...