Noroton Heights Shopping Center, Inc. v. Phil's Grill, LLC

Syllabus

The plaintiff landlord brought a summary process action seeking to gain possession of certain property in a shopping center occupied by the defendant tenant pursuant to the parties' commercial lease. The lease contained a relocation clause, which provided the plaintiff with the ability to require the defendant to vacate the property upon the offer of reasonably similar substitute premises, and to terminate the lease if the defendant refused the substitute location, should the plaintiff elect to redevelop the property. The relocation clause further provided that the plaintiff would be responsible for furnishing the substitute premises and that the defendant would be responsible for performing work in the substitute premises to prepare it for prompt occupancy. After the planning and zoning commission approved the plaintiff's plan for rede- velopment of the shopping center, the plaintiff sent a substitution notice to the defendant, including plans showing the proposed substitute prem- ises, which had not yet been built. The defendant did not receive this notice and did not become aware of it until more than one year later, at which point the plaintiff informed the defendant that it had waived its relocation rights by not responding to the substitution notice. There- after, the plaintiff served the defendant with a notice to quit and filed the summary process action. The trial court found that the defendant had refused to negotiate with the plaintiff and violated the express language of the lease by refusing to act in good faith with the plaintiff's relocation plan, and it rendered a judgment of immediate possession for the plaintiff. On appeal, the defendant claimed that the court improperly interpreted the lease's relocation clause. Held that the trial court's find- ing that the defendant breached the lease by violating the terms of the relocation clause was clearly erroneous: the language of the relocation clause was clear and unambiguous and provided that the plaint