West Farms Mall, LLC v. West Hartford

Decision Date11 July 2006
Docket NumberNo. 17464.,17464.
Citation279 Conn. 1,901 A.2d 649
CourtConnecticut Supreme Court

Ralph G. Wellington, pro hac vice, with whom were Thomas W. Hazlett, Philadelphia, PA, Thomas E. Katon, New Haven and Jesse A. Langer, Bridgeport, for the appellant (plaintiff).

James A. Wade, with whom, on the brief, were Linda L. Morkan, Hartford, and Hillel Y. Levin, for the appellees (named defendant et al.).

Allan B. Taylor, with whom were John B. Nolan and, on the brief, Alex G. Filotto, Hartford, for the appellees (defendant Blue Back Square, LLC, et al.).



This case arises from an agreement between the named defendant, the town of West Hartford (town), and certain private entities for the development of a commercial project in downtown West Hartford known as "Blue Back Square."1 The dispositive issue in this appeal is whether the trial court properly concluded that the plaintiff, West Farms Mall, LLC, lacked standing to bring suit against the defendants2 to challenge this agreement. The plaintiff claims that it: (1) has taxpayer standing either because the agreement probably will result in an increase to its taxes or because misappropriation of municipal funds constitutes sufficient injury; and (2) otherwise has demonstrated classical aggrievement to establish standing because the agreement unlawfully confers an unfair competitive advantage on Blue Back Square by granting it public benefits that were not given to the plaintiff and other competitors. The plaintiff also claims that the trial court improperly denied its motion to disqualify the municipal defendants' counsel, the law firm of Robinson and Cole, LLC (Robinson & Cole), on conflict of interest grounds. We conclude that the trial court properly dismissed the plaintiff's appeal for lack of standing, and, accordingly, we affirm the judgment.

The record reveals the following undisputed facts and procedural history. The plaintiff owns and operates a large regional shopping mall on the border of West Hartford and Farmington. The mall, which opened in 1974 and thereafter was expanded in 1997, was built entirely with private funds. Through its ownership of the mall, the plaintiff is the town's largest taxpayer, paying approximately $1 million in taxes annually.

Beginning in late 2002, the town began meeting with the defendant Raymond Road Associates, LLC, to discuss the proposed redevelopment of certain property located on Raymond Road and Isham Road. At some point during these discussions, the proposed development expanded to include much of the property that then comprised the town municipal campus, including the library, the town hall, the board of education building and the public green space between and around these buildings. The proposed development area, which ultimately was to become Blue Back Square, is located approximately 2.5 miles from the plaintiff's mall.

The public financing plan for Blue Back Square projected a total cost of $158.8 million, comprised of $48.8 million in public investment in the form of bonds to be issued by the town and $110 million in private investment. According to the plan, the public funds were to be allocated for, inter alia, the purchase of two parking garages, renovation of the town hall, expansion of the library and various improvements to public areas. The private funds were to be allocated for the development of the residential, retail, office and other commercial space.

On January 13, 2004, the town adopted a resolution, which provided in part: "WHEREAS, the Town Council is aware of that the Blue Back Square proposal, if adopted, may have a significant impact on the existing commercial area of West Hartford Center, the surrounding neighborhood and the entire Town . . . the Town Council needs appropriate information to evaluate fully and completely the anticipated [proposal]." The resolution directed the town manager to "retain the services of independent experts to analyze the potential impact of Blue Back Square . . . including, but not limited to an economic analysis, a traffic analysis and a parking analysis."

On May 11, 2004, the defendant BBS Development, LLC (developer), the town and the other private defendants; see footnote 2 of this opinion; submitted a formal application to the town council for approval of a special services district for the area comprising Blue Back Square and for approval of the development plan for Blue Back Square. At that time, several related proposed resolutions and ordinances also were presented to the town council, including: an ordinance authorizing the issuance of general obligation bonds to pay for improvements for Blue Back Square; a resolution authorizing the execution of the bonds; and a resolution authorizing execution of a master agreement between the town and the developer. All of these matters were set for a joint public hearing with the town council and the town plan and zoning commission, scheduled to begin on June 10, 2004. The plaintiff alleged, and the defendants denied, that the town manager, the defendant Barry Feldman, did not seek, until after the commencement of the public hearings, the independent expert impact assessment required pursuant to the town resolution.3 At the hearings, Feldman and other town officials spoke in favor of the project and its financial benefits.

On July 14, 2004, the town approved an ordinance making the appropriations aggregating approximately $48.8 million for improvements related to Blue Back Square and authorizing the issuance of the general obligation bonds to fund those appropriations. The town also approved a resolution authorizing the execution of the agreement between the developer and the town that is at issue in the present appeal. Under the agreement, the town was to convey to the developer certain parcels of land, including the town's board of education building.

On November 4, 2004, the plaintiff commenced this action, seeking a declaratory judgment that the town's authorization of execution of the agreement, issuance of bonds and conveyance of public land to Blue Back Square were unlawful and seeking a permanent injunction preventing the town from further action in support of the project. In its amended complaint, the plaintiff alleged that the town: (1) had exceeded its authority by failing to conform to the statutory requirements for a municipal development project; (2) had violated the January 13, 2004 town council resolution requiring the town to obtain independent expert analysis on the impact of Blue Back Square; (3) unconstitutionally had pledged its full faith and credit for the project by its appropriation of funds and issuance of bonds; (4) had conferred benefits on Blue Back Square that constituted exclusive public emoluments or privileges in violation of article first, § 1, of the Connecticut constitution; (5) unlawfully had created a special services district for Blue Back Square that exceeds the statutory powers that may be granted to such districts; (6) had acted arbitrarily and capriciously in approving the issuance of the bonds and the execution of the agreement; and (7) had violated the plaintiff's right to substantive due process and equal protection by granting an exclusive vote to the members of the special services district, who could shift their repayment obligation of the bonds to taxpayers outside the special services district. The plaintiff also alleged that § 177-44 of the West Hartford Code, which permits approval of special services development districts, is void for vagueness.

On December 27, 2004, the municipal defendants filed a verified answer, wherein they asserted several special defenses, including that the plaintiff lacked standing to bring the action, and several counterclaims. They also filed an application for an order to show cause and for a temporary injunction, essentially founded on their position that the plaintiff maliciously had commenced the present action solely for the purpose of delaying the Blue Back Square project so as to prevent competition, and thus sought to enjoin the plaintiff from causing additional delay by compelling it to produce evidence in support of its claim for injunctive relief. On December 29, 2004, the private defendants filed a motion to dismiss the complaint for lack of standing or, in the alternative, for summary judgment. The municipal defendants thereafter orally joined in the motion to dismiss the complaint.

On January 4, 2005, the plaintiff filed a motion seeking to disqualify the municipal defendants' counsel, Robinson & Cole, on the ground of a material conflict of interest. Specifically, the plaintiff contended that: Robinson & Cole has an ongoing relationship with the plaintiff; the firm was representing the municipal defendants in an adverse action against the plaintiff without obtaining the plaintiff's consent; and disqualification would ensure that confidential information that the firm had obtained during its relationship with the plaintiff would not be used inadvertently in the present action. After a hearing on the matter, on January 28, 2005, the trial court denied the motion. It concluded that Robinson & Cole currently did not have an attorney-client relationship with the plaintiff, and thus the conflict rule for former clients controlled. See Rules of Professional Conduct 1.9. The court concluded that a conflict had not been established under that rule because: Robinson & Cole's previous work for the plaintiff did not involve issues substantially related to those in the present matter; the plaintiff had failed to show that Robinson & Cole had confidential information that was likely to be used to the plaintiff's disadvantage; and the plaintiff's delay in taking action against the firm weighed against granting the motion.

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