Judicial District of New Britain at New Britain
HHB CV054007672 S – 2006 WL 2414065
July 27, 2006
MEMORANDUM OF DECISION
Plaintiff, city of Bristol, seeks to obtain possession of premises acquired by purchase which were subject to a lease to the defendant, Ocean State Job Lot Stores of CT, Inc. (hereinafter Job Lot).
The underlying facts which precipitated this summary process action are the direct result of the purchase of premises known as Bristol Centre Mall (Mall) by the City of Bristol.
The Mall is located in the center city across the street from City Hall and the courthouse. It was not highly successful as commercial property and gradually physically deteriorated and problems arose associated with its deterioration: youth gangs, petty crime, drug and alcohol use were all problems presented to the city.
After investigation and evaluation, the city determined that the property was ideally suited for community uses as downtown space for a Boys and Girls Club, a community theater, additional surface and garage parking, a field house and a town square area, etc.
With these needs in mind, the city proceeded to negotiate with the Mall owners for the purchase of the premises. During the prolonged negotiating period the city would point out that it had the option of obtaining possession of the premises by condemnation under its power of eminent domain, although the city never did proceed to acquire the mall by way of condemnation proceedings since that alternative was the very last direction that the city wanted to go to acquire the premises.
In the end, the sales price was agreed upon by the parties and the city became the owner of the Mall. After acquiring title to the Mall, the city started on its plan to replace the Mall with the various projects it had for the premises. To that end, it gave the defendant notice as a tenant that it would have to vacate its section of the premises.
The defendant resisted, refusing to vacate the premises contending it had a valid lease that was still in effect even though there was a change in ownership of the mall.
The city, in turn, referred to Section 17.1 of the defendant’s lease which provides:
If 10% or more of the premises or 15% or more of the center shall be acquired or condemned by right of eminent domain for any public or quasi public use or purposes, … then landlord at its election may terminate this Lease by giving notice to tenant of its election …
The plaintiff contends that it gave the defendant/tenant notice as required by said Section 17.1 of the termination of its lease, therefore, the defendant remains on the premises as a tenant at sufferance subject to the plaintiff/lessor’s right to recover possession of the premises.
The defendant contends that plaintiff’s reliance on that portion of the lease, Section 17.1, for authority to terminate its lease is misplaced. It contends that Section 17.1 applies only to the situation where the property is acquired by condemnation proceedings. Since the city acquired the property by purchase and not by condemnation, Section 17.1 does not apply and its attempt at terminating the lease and gain possession of the premises occupied by the defendant fails.
The plaintiff disputes defendant’s contention that Sec. 17.1 applies only where condemnation is the method of obtaining the premises, arguing that any method of acquiring the premises is within Section 17.1.
The court agrees with the plaintiff that the plain meaning of Section 17.1 applies and that plain meaning is determined as follows:
The intent of Section 17.1 is to provide for the termination of the lease by the landlord where title to
a. 10% of the premises or 15% of the Center;
b. is acquired or
c. condemned or
d. the Operating Agreement is terminated as a result of (b) or (c).
e. then landlord may terminate the lease by giving notice to the tenant.
In the present case the city of Bristol purchased the Mall and thus acquired the property.
Further, upon acquiring title to the Mall, Bristol gave written notice to the tenant/defendant, per Section 17.1 of the lease that it elected to terminate its lease and that the “lease will terminate pursuant to Section 17.1 of your lease.”
Thus, the landlord/Bristol notified the tenant/defendant that its lease was terminated and that the termination was based upon Section 17.1 of the lease.
This notice gave the time of the termination:
Immediate; and the basis of the termination: Section 17.1 of the lease.
Also, the alternative action available to Bristol as recited in Section 17.1 provided for termination of the lease where condemnation was the method of acquiring title to the premises.
During the course of the long drawn out negotiations of the sale price, Bristol, to keep the negotiations going reminded the seller that condemnation was an option available to it for acquiring the property if an agreement could not be reached.
This option, available to Bristol had a significant effect in bringing the parties to their final sales purchase agreement.
Thus, the purchase of the Mall came within the terms of Section 17.1. On this basis, the court finds for the plaintiff and against the defendants on the plaintiff’s Revised Complaint as to all three counts; and, for the plaintiff as to all four counts of the defendants counter claims.
Therefore, Judgment may enter for the plaintiff, City of Bristol, and against all the defendants for possession of the premises; and for forfeiture of all of the defendants’ possession removed upon execution and not claimed within fifteen (15) days; together with court costs.
Kremski, J.