Parkway Trailer Sales, Inc. v. Wooldridge Bros., Inc.

• Decision Date: 20 December 1960
• Citation: 166 A.2d 710,148 Conn. 21
• Court: Connecticut Supreme Court
• Parties: PARKWAY TRAILER SALES, INC. v. WOOLDRIDGE BROTHERS, INC., et al. Supreme Court of Errors of Connecticut

Page 710

166 A.2d 710

148 Conn. 21

PARKWAY TRAILER SALES, INC. v. WOOLDRIDGE BROTHERS, INC., et al.

Supreme Court of Errors of Connecticut.

Dec. 20, 1960.

David A. Wilson, Hartford, for appellant (named defendant).

Joseph Asbel, Hartford, for appellant (defendant The Becket corporation).

John J. Bracken, Hartford, with whom was Leonard G. Tracy, Hartford, for appellee (plaintiff).

Before BALDWIN, C. J., and KING, MURPHY, MELLITZ and SHEA, JJ.

MURPHY, Associate Justice.

The plaintiff seeks to enforce an option to purchase real estate. The option was granted to the plaintiff by the named defendant in a lease executed in 1947 and was extended in 1952 upon the renewal of the lease.

The defendants request that the finding be corrected to include many paragraphs of their draft finding which they claim were admitted or undisputed. No material corrections can be made, since the defendants have not filed, with their brief, an appendix of the necessary relevant and material evidence. Practice Book § 447; Maltbie, Conn.App.Proc. § 330.

The essential facts found by the trial court follow: The named defendant, hereinafter called Wooldridge, was the owner, on November 20, 1947, of a tract of vacant land in the town of Berlin on United States route 5. At that time, the highway here was part of the Wilbur Cross parkway. Parenthetically, it may be pointed out that this part of route 5 ceased to be a part of the parkway in 1955. See Rev.1949, §§ 2274, 2275; Sup.1955, § 1203d; General Statutes § 13-152. It is now generally known as the Berlin turnpike. On November 20, 1947, Wooldridge leased its tract to the plaintiff for five years from May 1, 1947, at stated monthly rentals, with the privilege in the plaintiff of renewing the lease for a further period of five years under the same terms and conditions except for an increase in rent. Prior to the expiration of the lease, it was renewed for a second period, that is, to May 1, 1957. The lease contained an option for the plaintiff or its assignee to purchase the property at any time during, or at the end of, either of the terms. The stated purchase price during, or at the end of, the second period was $15,000. In August, 1952, Wooldridge conveyed the property to the defendant The Becket Corporation, subject to the plaintiff's lease and option to purchase. The plaintiff, however, was not notified of the conveyance. Since early in 1955, the rental checks have been made out to The Becket Corporation and have been sent to it in care of Wooldridge, pursuant to Wooldridge's instructions. Both defendants are closely held family corporations with the same personnel as officers and directors.

On April 17, 1957, an attorney representing the plaintiff wrote to Wooldridge that the plaintiff desired to purchase the property in accordance with the terms and conditions of the lease and option. On behalf of the plaintiff, the attorney requested that a warranty deed be prepared for the transfer of title and payment of the purchase price of $15,000. The defendants admit that this letter was received and that it was notice to both of them. Within two days, Homer Wooldridge, the dominant person in both corporations, sought to dissuade the plaintiff's president from buying the property and offered a new lease for ten years on the same terms, but without any option to purchase. The plaintiff refused the proposition, whereupon Homer Wooldridge stated that if the plaintiff went through with the purchase the defendants would no longer furnish water to the plaintiff's trailer camp. The plaintiff, at its own expense during its occupancy, had developed the unused tract of land into a park for trailer accommodations and sales. In excess of $15,000 had been spent by the plaintiff on major capital and permanent improvements. The defendants did nothing in the premises until August 12, 1957, other than to instruct their attorney to be prepared to draw a deed or a new lease, as the plaintiff might elect. On that date, their attorney notified the plaintiff's attorney by letter that they considered the option as having expired with the lease on May 1, 1957. This letter followed the receipt by the defendants of one from the plaintiff's attorney, dated August 7, 1957, in which the defendants were requested to execute and deliver the warranty deed. From the day Homer Wooldridge attempted to persuade the plaintiff's president not to purchase the property until August 7, 1957, there had been no communication between the parties. The plaintiff had, however, mailed a check each month in an amount equal to the rent paid under the lease.

The court found, further: On April 16, 1957, the plaintiff, subject to a title search and survey, had a commitment from a bank for a mortgage of $8000 on the property. With that fund, plus cash, bank deposits and readily convertible securities, the plaintiff had sufficient available assets to conclude the purchase upon presentation of a proper deed by the defendants. The amount of the mortgage commitment was increased to $9500 in July after the plaintiff had caused a well to be constructed on the property. The defendants have not tendered a deed to the plaintiff, though the plaintiff has been ready, willing and able to complete the purchase of the property. A delay, which under the circumstances should have been...