Amity Partners v. Woodbridge Associates, L.P.

Citations

• 199 Conn. App. 1

Syllabus

The plaintiff sought to recover damages from the defendants W Co. and A, for, inter alia, breach of contract in connection with a dispute arising from a transaction in which C Co. sold a shopping plaza to M Co., and, in return, C Co. took back certain purchase money notes from M Co., including an amended and restated third promissory note, which con- tained the terms of the sale of the plaza. The notes subsequently were assigned to the plaintiff. Prior to the sale of the plaza, W Co., M Co. and S Co., the sole tenant in the plaza, had entered into a restriction agreement pursuant to which S Co. agreed to pay W Co. an annual cash rental subsidy in exchange for its promise not to lease a nearby property to S Co.'s competitor. Thereafter, M Co. and S Co. signed a letter agree- ment pursuant to which the cash rental subsidy payments under the restriction agreement were redirected and applied to pay down the amounts owed on the first and second purchase money notes. Subse- quently, B, individually and on behalf of H Co., the general partner of M Co., and the plaintiff, as the successor in interest to C Co., entered into a first modification agreement pursuant to which the cash rental subsidy payments were directed to pay off the second note prior to paying off the first note. Both the first and second notes thereafter were paid in full; no payments were directed toward the third note. In its breach of contract claim, the plaintiff alleged that the defendants failed to direct the cash rental subsidy payments to pay off the third note pursuant to an alleged letter of direction, which purportedly provided for those payments to be applied toward paying off the third note once the first and second notes were paid in full. The defendants filed a motion for summary judgment, and the plaintiff filed a memorandum of law in opposition thereto to which it attached the deposition testimony of B, a signatory to all of the relevant agreements, to establish the existence and terms of t