Texaco, Inc. v. Golart

• Decision Date: 08 March 1988
• Docket Number: No. 13093,13093
• Court: Connecticut Supreme Court
• Parties: TEXACO, INC. v. Thomas J. GOLART et al.

Page 1017

538 A.2d 1017

206 Conn. 454

TEXACO, INC. v. Thomas J. GOLART et al.

No. 13093.

Supreme Court of Connecticut.

Argued Dec. 8, 1987.

Decided March 8, 1988.

Thomas B. Wilson, with whom was James J. Courtney, New London, for appellants (defendants).

Leeland J. Cole-Chu, New London, for appellee (plaintiff).

Before PETERS, C.J., and SHEA, GLASS, COVELLO and HULL, JJ.

GLASS, Associate Justice.

The plaintiff, Texaco, Inc., brought an action against the defendants, Thomas J. Golart and Marion D. Golart, seeking specific performance of an option to purchase a parcel of real property located in Groton. The defendants asserted eight special defenses, ¹ and by their amended counterclaim sought damages, including punitive damages, attorney's and expert fees and equitable relief. The trial court, Schaller, J., found for the plaintiff and ordered specific performance under the fixed price purchase option of the lease. The defendants now appeal, claiming that the trial court erred in: (1) removing the case from the jury docket; (2) refusing to admit into evidence a 1960 lease between the plaintiff and a third party; (3) finding that there was no fraud by the plaintiff; (4) concluding that the lease was not unconscionable; and (5) ordering specific performance of the option to purchase. At oral argument, the plaintiff reasserted a motion for sanctions for a frivolous appeal, pursuant to Practice Book § 4184 ² and General Statutes § 51-84, ³ requesting that the defendants' appeal be adjudged frivolous and that the plaintiff therefore be awarded attorney's fees incurred in defending the appeal. We conclude that the defendants' appeal was not frivolous but find no error.

The trial court found the following facts. The defendants are the owners of property located at the southwest corner of state route 12 and Crystal Lake Road in Groton. The defendant Thomas Golart ⁴ has operated a retail gasoline service station on the property since late 1951, when he entered into a lease agreement with the plaintiff, and built the service station pursuant to the lease agreement. The defendant first considered purchasing this property only after he had been approached by the plaintiff which was interested in developing the property. The plaintiff and the defendant had previously conducted business together. In 1950 they had entered into a lease agreement for a service station located on Coleman Street in New London. That lease included a $40,000 fixed price purchase option which could be exercised by the plaintiff.

The property in question was subject to a number of lease agreements between the plaintiff and the defendant. The first lease was signed in 1951, and included an option to purchase the property, in favor of the plaintiff, for $40,000. During the negotiations for this lease, the defendant expressed concern about the option clause to the plaintiff's representative, Howard Clancy. Clancy indicated that the option clause had to be accepted, or there would be no agreement. He also indicated that the defendant did not need to worry about the clause unless the plaintiff exercised it. In 1952, another lease agreement was executed between the parties to correct an error in the original lease.

Prior to the expiration of the 1952 lease, a new lease was executed in 1961, which also contained the option clause. The purchase price was increased to $55,000. During the negotiations for the 1961 lease, the defendant again expressed concern about the option clause, and asked Clancy to delete it from the lease. The defendant sought the advice of an attorney before signing the lease, and knew from his prior negotiations with the plaintiff that the option would not be deleted. He was aware that the lease would not be approved by the plaintiff's central offices without the option clause. The defendant signed the 1961 lease, and later the fixed price purchase option clause was modified in writing to bar its exercise until after the ninth year of the lease's operation. The defendant initialed the document that modified the 1961 lease.

I

The defendants' first claim is that the trial court erred in removing the case from the jury docket. Specifically, the defendants argue that: (1) the ruling that the defendants were not entitled to a jury trial violated the law of the case; and (2) they were entitled to a jury trial as the matter was essentially legal as opposed to equitable. We disagree.

The defendants argue that the law of this case was established in a prior ruling by the trial court, Conway, J., denying the plaintiff's motion to strike the case from the jury docket. Judge Conway indicated that the decision whether to strike the case from the jury docket "[fell] within the discretion of the court," because the case was "essentially equitable in nature." When the case was called for trial, the trial court, Vasington, J. granted the plaintiff's motion for trial by the court. Subsequently, the trial court, Schaller, J., tried the case.

We have stated that " '[a] judge is not bound to follow the decisions of another judge made at an earlier stage of the proceedings, and if the same point is again raised he has the same right to reconsider the question as if he had made the original decision.' Santoro v. Kleinberger, 115 Conn. 631, 638, 163 A. 107 (1932)." Breen v. Phelps, 186 Conn. 86, 98, 439 A.2d 1066 (1982). Thus, we have held that " '[f]rom the vantage point of an appellate court it would hardly be sensible to reverse a correct ruling by a second judge on the simplistic ground that it departed from the law of the case established by an earlier ruling. 18 Wright, Miller & Cooper, [Federal Practice and Procedure: Jurisdiction] § 4478; Parmelee Transportation Co. v. Keeshin, 292 F.2d 794, 797 (7th Cir.), cert. denied, 368 U.S. 944, 82 S.Ct. 376, 7 L.Ed.2d 340 (1961). In an appeal to this court where views of the law expressed by a judge at one stage of the proceedings differ from those of another at a different stage, "the important question is not whether there was a difference but which view was right." Dawson v. Orange, 78 Conn. 96, 129, 61 A. 101 (1905).' Breen v. Phelps, supra [186 Conn. at], 100, . See also Schwarzschild v. Martin, 191 Conn. 316, 325, 464 A.2d 774 (1983)." Barnes v. Schlein, 192 Conn. 732, 734, 473 A.2d 1221 (1984); see also Rosenblit v. Danaher, 206 Conn. 125, 537 A.2d 145 (1988); Mac's Car City, Inc. v. American National Bank, 205 Conn. 255, 532 A.2d 1302 (1987).

Therefore, our inquiry is directed to whether it was erroneous to deny a jury trial. It is well settled that the right to a jury trial under article first, § 19, of the Connecticut constitution, as amended, does not include a right to a jury trial in an equitable action. Motor Vehicle Manufacturers Assn. of the United States, Inc. v. O'Neill, 203 Conn. 63, 76, 523 A.2d 486 (1987); United States Trust Co. v. Bohart, 197 Conn. 34, 44-45, 495 A.2d 1034 (1985); Franchi v. Farmholme, Inc. 191 Conn. 201, 209-11, 464 A.2d 35 (1983). We have stated that "[w]hen legal and equitable issues are combined in a single action, whether the right to a jury trial attaches depends upon the relative importance of the two types of claims. 'Where incidental issues of fact are presented in an action essentially equitable, the court may determine them without a jury in the exercise of its equitable powers. Doris v. McFarland, 113 Conn., 594, 608, 156 Atl. 52 [1931].' " United States Trust Co. v. Bohart, supra, 197 Conn. at, 45, 495 A.2d 1034. To determine whether the action is essentially legal or essentially equitable, we must examine the pleadings in their entirety.

The plaintiff's revised complaint sought specific performance of the fixed price purchase option. Specific performance is an equitable remedy. Dick v. Dick, 167 Conn. 210, 221-22, 355 A.2d 110 (1974). The defendants' amended counterclaim essentially sought to invalidate the option clause of the contract between the plaintiff and the defendant by showing fraud. In this factual scenario, fraud in the inducement is an equitable defense. ⁵ Yale Literary Magazine v. Yale University, 4 Conn.App. 592, 607, 496 A.2d 201 (1985); 27 Am.Jur.2d, Equity § 20. The defendants also claimed damages, including attorney's fees, exemplary damages, punitive damages and court costs. Despite these claims, the essence of the defendants' counterclaim is that the plaintiff fraudulently induced the defendant to enter into the lease with the option clause. "[T]he mere claim of damages does not make the action essentially one at law." Dick v. Dick, supra, 167 Conn. at 222, 355 A.2d 110. The trial court did not err in removing this case from the jury docket despite the existence of these legal issues, as they were ancillary to the main issues in the counterclaim.

II

The defendants' second claim is that the trial court erred in excluding evidence of a lease between the plaintiff and a third party. The defendants, however, did not except to the trial court's ruling that the lease was irrelevant; therefore, this claim was not " 'distinctly raised at trial' "; Kevin Roche-John Dinkeloo & Associates v. New Haven, 205 Conn. 741, 750, 535 A.2d 1287 (1988); Holbrook v. Casazza, 204 Conn. 336, 354, 528 A.2d 774 (1987); State v. Rogers, 199 Conn. 453, 508 A.2d 11 (1986); and we need not address it further.

We note, however, that at oral argument, the defendants argued that although the talismanic word "exception" was not used, the arguments and objections raised by the defendants constituted the "functional equivalent of an exception." Under Practice Book § 4185, ⁶ it is within our discretion to entertain an issue that was not properly preserved below. Although there have been some instances where we have exercised our discretion and considered such issues as plain error, review of these cases indicates that they commonly implicate a constitutional right or an important, general interest. See, e.g., Cahill v. Board of Education, 187...