Shoreline Shellfish, LLC v. Town of Branford

• Decision Date: 29 July 2020
• Docket Number: SC 20392
• Citation: 336 Conn. 403,246 A.3d 470
• Court: Connecticut Supreme Court
• Parties: SHORELINE SHELLFISH, LLC v. TOWN OF BRANFORD

336 Conn. 403

246 A.3d 470

SHORELINE SHELLFISH, LLC

v.TOWN OF BRANFORD

SC 20392

Supreme Court of Connecticut.

Argued February 25, 2020

Officially released July 29, 2020^*

Richard W. Callahan, for the appellants (plaintiffs).

Michael T. Cretella, Concord, for the appellee (defendant).

Robinson, C.J., and Palmer, McDonald, D'Auria, Mullins, Kahn and Ecker, Js.^**

D'AURIA, J.

Given the geography of our state, which is bounded on the south by the Long Island Sound, shellfishing has a long and rich history in Connecticut. The first Connecticut laws regulating the taking of shellfish were created before the revolution, in the early eighteenth century. Connecticut State Register and Manual (2019) p. 825. By the late nineteenth century, oyster farming was a major contributor to the state's economy. Id. For a time, Connecticut had the largest fleet of oyster steamers in the world. Id. Beginning in the mid-nineteenth century, water pollution, disease, overharvesting, and other factors decimated historically abundant shellfish populations, but cleaner water and better management practices contributed to a rebounding shellfish population in recent years. The Nature Conservancy, "Private Shellfish Grounds in Connecticut: An Assessment of Law, Policy, Practice and Spatial Data" (January, 2010) p. 6. The shellfishing industry in Connecticut, too, has begun to rebound; today, the industry makes more than $30 million in annual sales.¹

The waters of the Sound are both a natural and an economic resource of the state, guarded jealously. Predictably, control over the shellfish industry is also guarded jealously and has long been subject to state and local legislation, including state legislation unique to a particular town in the present case, the defendant, the town of Branford. In this appeal, we are asked to resolve a dispute that has arisen not just between a local business and the town, but among that town's governing entities. At its core, this case involves a dispute over who has authority to lease shellfishing beds on the town's behalf, Branford's Shellfish Commission (commission) or its Board of Selectmen (selectmen).

The plaintiffs, Shellfish Partners, Ltd., and its general partner, Shoreline Shellfish, LLC, which had been granted the right of first refusal by the commission to lease certain shellfishing grounds located in Branford, appeal from the trial court's decision to render summary judgment in favor of the defendant on the ground that there was no genuine issue of material fact that the selectmen, and not the commission, had authority to bind the defendant to agreements relating to the leasing of shellfishing grounds pursuant to General Statutes § 26-266² and chapter 88 of the Branford Town Code (code). Specifically, the plaintiffs claim that the trial court improperly interpreted § 26-266 (a), which gives charge of shellfishing grounds to "[t]he selectmen ... or shellfish commission," to grant both the commission and the selectmen authority to lease shellfishing grounds within the town, and, therefore, that the ordinance, § 88-8 of the code, which splits authority between the commission and the selectmen, is invalid on this basis. In the alternative, the plaintiffs claim that, even if the trial court properly interpreted § 26-266 and the ordinance as granting authority to both the commission and the selectmen, the trial court improperly interpreted the meaning of the phrase "owned by" in the ordinance, and, thus, there is a genuine issue of material fact as to whether the defendant owned the shellfishing ground at issue.³ We agree with the plaintiffs that, assuming that the ordinance does not conflict with § 26-266, on the basis of the clear and unambiguous language of the ordinance, there was a genuine issue of material fact regarding whether the defendant "owned" the shellfishing ground at issue. Therefore, the trial court improperly rendered summary judgment, and we reverse the judgment of the trial court and remand the case for further proceedings.

The following undisputed facts, as found by the trial court and contained in the record, and procedural history are relevant to our disposition of this appeal. This dispute involves a shellfishing ground, lot 511, which was available for lease in the town. The plaintiffs applied to the commission for a right of first refusal to lease lot 511, along with several other lots not at issue in this case. In exchange for the right of first refusal, the plaintiffs agreed to explore certain areas for potential shellfishing grounds and to share the information it collected with the commission. After this agreement was entered into, one of the plaintiffs' competitors applied to lease lot 511. At the commission's next meeting, the commission deferred action on the competitor's application because of the plaintiffs' existing right of first refusal. The plaintiffs then exercised their right of first refusal and applied to lease lot 511, but the commission instead leased lot 511 to the plaintiffs' competitor.

The named plaintiff, Shoreline Shellfish, LLC, then brought this action, alleging breach of contract and promissory estoppel, and, specifically, that it enjoyed a right of first refusal. The defendant moved for summary judgment, arguing that the right of first refusal was not a valid or enforceable contract because the commission lacked authority to enter into it. The defendant argued that the commission's authorization was precluded by § 88-8 of the code, which provides in relevant part that "[n]o lease, license or transfer of shellfishing grounds owned by ... Branford shall be permitted without the approval of the Board of Selectmen. ..." The trial court rendered summary judgment in favor of the defendant because there was no evidence that the selectmen had approved the right of first refusal agreement. The trial court based its decision on its interpretation of § 26-266 (a), a statute that is applicable only to the defendant and provides in relevant part that "[t]he selectmen of the town of Branford or shellfish commission ... shall have charge of all the ... shellfish grounds lying in said town not granted to others and not under the jurisdiction of the Commissioner of Agriculture ...." The trial court determined that § 26-266 unambiguously "provides [the defendant] with discretion to authorize either the ... [s]electmen or the commission, or both, to exercise the powers and fulfill the duties provided by § 26-266 (a)." The trial court further determined that, although § 88-4 of the code establishes the powers of the commission, which include the authority to issue shellfish licenses, § 88-8 limits the commission's authority by requiring the selectmen to approve any lease of or license to shellfishing grounds. Without explicitly considering whether § 88-8 also places limits on the authority of the selectmen by requiring their approval only with respect to leases of and licenses to shellfishing grounds "owned by" the defendant, the trial court determined that § 88-8 required the selectmen to approve any lease of or license to shellfishing grounds located in the town and, thus, concluded that there was no genuine issue of material fact that the commission lacked authority to lease lot 511.

The plaintiffs appealed to the Appellate Court. We then transferred the appeal this court pursuant to General Statutes § 51-199 (c) and Practice Book § 65-1.

On appeal, the plaintiffs claim that the trial court improperly granted summary judgment in favor of the defendant because it misconstrued § 26-266. They argue that § 26-266, which the parties do not dispute applies,⁴ does not allow the defendant to split authority between the commission and the selectmen, as provided in § 88-8, and, thus, § 88-8 is invalid. Alternatively, the plaintiffs claim that, even if the ordinance is valid under § 26-266, there is a genuine issue of material fact as to who owns lot 511, which affects whether the selectmen are required to approve the lease or license under § 88-8. Specifically, the plaintiffs argue that the phrase "owned by" in § 88-8 limits the authority of the selectmen to lease shellfishing grounds owned by the defendant and that the defendant presented no evidence regarding ownership of the lot.

The defendant responds that the trial court correctly concluded that § 26-266 authorizes the town to share authority between the commission and the selectmen, and, thus, the trial court properly rendered summary judgment in favor of the defendant. The defendant further responds that there is no genuine issue of material fact regarding ownership because the phrase "owned by" in § 88-8 means "shellfishing grounds for which [the defendant] controls the proprietary right to cultivate and harvest shellfish" or "shellfish ground lying in [Branford]," and, thus, any lease of or license to the shellfishing grounds located in the town must be approved by the selectmen. In support of this argument, the defendant stresses that, because the public trust doctrine applies, "owned by" cannot mean ownership of the underlying fee.

We agree with the plaintiffs that, even if we assume that § 88-8 does not conflict with § 26-266, on the basis of the clear and unambiguous language of § 88-8, a genuine issue of material fact as to who owns lot 511 prevents the granting of summary judgment.

The scope of our review of the trial court's decision to grant the defendant's motion for summary judgment is plenary. See, e.g., Rutter v. Janis , 334 Conn. 722, 729, 224 A.3d 525 (2020). " Practice Book [§ 17-49 ] provides that summary judgment shall be rendered forthwith if the pleadings, affidavits and any other proof submitted show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law. ... The party seeking summary judgment has the burden of showing the absence of any genuine issue [of] material facts which, under applicable principles of substantive law,...