Kulukundis v. Dean Stores Holding Co. Inc.
| Decision Date | 10 April 1946 |
| Citation | 47 A.2d 183,132 Conn. 685 |
| Court | Connecticut Supreme Court |
| Parties | KULUKUNDIS et al. v. DEAN STORES HOLDING CO., Inc., et al. |
OPINION TEXT STARTS HERE
Appeal from Court of Common Pleas, Fairfield County; Dwyer, Judge.
Action by Nicholas Kulukundis and others against Dean Stores Holding Company, Inc., and another, to recover damages for unpaid rent, brought to the Court of Common Pleas and tried to the court. From a judgment in favor of the plaintiffs against the named defendant only, the plaintiffs appeal.
No error.
Lorin W. Willis, of Bridgeport, for appellants (plaintiffs).
Bernard S. Peck, of Bridgeport (David Goldstein, of Bridgeport, on the brief), for appellees (defendants).
Before MALTBIE, C. J., and BROWN, JENNINGS, ELLS, and DICKENSON, JJ.
The question to be decided is whether the plaintiffs can recover rent from Dean Stores, Inc., on the theory that it was an equitable lessee of a store occupied by it or was liable for the debts of the named defendant, the actual lessee, under the circumstances disclosed by the finding.
There is no substantial dispute about the facts. Dean Stores, Inc., is a Connecticut corporation operating retail cleaning establishments in southwestern Connecticut and southeastern New York. Dean Stores Holding Company, Inc., was organized for the purpose of acquiring real estate and entering into leases, thereby segregating the property and leases from the retail cleaning business of Dean Stores, Inc. No real estate was acquired by the Holding Company, but it held about forty leases of stores which were occupied and conducted by Dean Stores, Inc.
Both corporations were organized in 1935 and had the same officers, directors and stockholders, whose interests in each corporation were in substantially the same proportions. Dean Stores, Inc., did a large business and paid all the expenses of Dean Stores Holding Company, Inc.
On March 18, 1940, Jason D. Radding entered into a written lease with Dean Stores Holding Company, Inc., of a store in Tarrytown, New York, for a period of five years from May 1, 1940. This lease was unassignable except as provided therein. The plaintiffs have been the owners of the leased premises since July 1, 1943, and they collected the rent from Dean Stores, Inc., from that date to October 1, 1943. Dean Stores Holding Company, Inc., never entered into possession of the leased premises. They were occupied by Dean Stores, Inc., immediately after the execution of the lease. The premises were abandoned by Dean Stores, Inc., on October 1, 1943, and the rent due for October, November and December, 1943, remains unpaid.
No assets belonging to Dean Stores Holding Company, Inc., were ever transferred to Dean Stores, Inc., nor was there any transfer of assets by either corporation to the other for the purpose of rendering either of them insolvent. No inquiry was made by the original lessor regarding the financial standing of Dean Stores Holding Company, Inc., nor was any statement or representation on that subject made to him to induce the execution of the lease.
On these facts the trial court concluded that Dean Stores Holding Company, Inc., was liable for the rent, that the two corporations were legally and factually distinct and Dean Stores, Inc., was not the equitable lessee and that no fraudulent representations were made to induce the execution of the lease. Judgment was for the plaintiffs against Dean Stores Holding Company, Inc., and in favor of Dean Stores, Inc.
The aplaintiffs' claim that Dean Stores, Inc., is the equitable lessee of the premises so as to become liable for the rent for the balance of the term is without merit. It is to be noted that the rent has been paid for the period of occupancy. Any claim for the balance of the time must be based solely on the covenants of the lease. That instrument, by its terms, imposes mutual obligations on the lessor and lessee. Neither the plaintiffs nor Dean Stores, Inc., were parties thereto. The possession of the latter with the permission of the lessee was the possession of the lessee. Bacon v. Brown, 9 Conn. 334, 338. Dean Stores, Inc., would have no standing to enforce the covenants entered into by the lessor, especially as against the...
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