The mission of the Connecticut Judicial Branch is to serve the interests of justice and the public by resolving matters brought before it in a fair, timely, efficient and open manner.

Contract Law Supreme Court Opinion

by Booth, George


SC20392 - Shoreline Shellfish, LLC v. Branford (Breach of contract; promissory estoppel; right of first refusal; "Given the geography of our state, which is bounded on the south by the Long Island Sound, shellfishing has a long and rich history in Connecticut. The first Connecticut laws regulating the taking of shellfish were created before the revolution, in the early eighteenth century. Connecticut State Register and Manual (2019) p. 825. By the late nineteenth century, oyster farming was a major contributor to the state's economy. Id. For a time, Connecticut had the largest fleet of oyster steamers in the world. Id. Beginning in the mid-nineteenth century, water pollution, disease, overharvesting, and other factors decimated historically abundant shellfish populations, but cleaner water and better management practices contributed to a rebounding shellfish population in recent years. The Nature Conservancy, "Private Shellfish Grounds in Connecticut: An Assessment of Law, Policy, Practice and Spatial Data" (January, 2010) p. 6. The shellfishing industry in Connecticut, too, has begun to rebound; today, the industry makes more than $30 million in annual sales.

The waters of the Sound are both a natural and an economic resource of the state, guarded jealously. Predictably, control over the shellfish industry is also guarded jealously and has long been subject to state and local legislation, including state legislation unique to a particular town in the present case, the defendant, the town of Branford. In this appeal, we are asked to resolve a dispute that has arisen not just between a local business and the town, but among that town's governing entities. At its core, this case involves a dispute over who has authority to lease shellfishing beds on the town's behalf, Branford's Shellfish Commission (commission) or its Board of Selectmen (selectmen).

The plaintiffs, Shellfish Partners, Ltd., and its general partner, Shoreline Shellfish, LLC, which had been granted the right of first refusal by the commission to lease certain shellfishing grounds located in Branford, appeal from the trial court's decision to render summary judgment in favor of the defendant on the ground that there was no genuine issue of material fact that the selectmen, and not the commission, had authority to bind the defendant to agreements relating to the leasing of shellfishing grounds pursuant to General Statutes § 26-266 and chapter 88 of the Branford Town Code (code). Specifically, the plaintiffs claim that the trial court improperly interpreted § 26-266 (a), which gives charge of shellfishing grounds to "[t]he selectmen . . . or shellfish commission," to grant both the commission and the selectmen authority to lease shellfishing grounds within the town, and, therefore, that the ordinance, § 88-8 of the code, which splits authority between the commission and the selectmen, is invalid on this basis. In the alternative, the plaintiffs claim that, even if the trial court properly interpreted § 26-266 and the ordinance as granting authority to both the commission and the selectmen, the trial court improperly interpreted the meaning of the phrase "owned by" in the ordinance, and, thus, there is a genuine issue of material fact as to whether the defendant owned the shellfishing ground at issue. We agree with the plaintiffs that, assuming that the ordinance does not conflict with § 26-266, on the basis of the clear and unambiguous language of the ordinance, there was a genuine issue of material fact regarding whether the defendant "owned" the shellfishing ground at issue. Therefore, the trial court improperly rendered summary judgment, and we reverse the judgment of the trial court and remand the case for further proceedings.")