Judicial District of Tolland at Rockville


      Contracts; Appellate Review; Whether Appellate Court Should have Reviewed Question of Whether Trial Court Properly Decided that no Lease Existed;  If Question Should Have Been Reached, Whether Trial Court was Correct in Deciding that no Contract Existed.  Wallace Goodhall, Jr., owned a business known as Goodhall's Chrysler-Plymouth-Dodge-Jeep-Eagle, LLC, and maintained ownership of the land and building through his corporation, Goodhall's, Inc.  In 1996, he sold his business to Jerry L. Yost and leased the property to Yost with an option to purchase.  The lease provided that it could not be assigned "without the prior written consent of the landlord."  In 1998, without obtaining consent from the landlord, that is, Goodhall's, Inc., Yost transferred the business to David Caron, who operated the business as David Caron Chrysler Motors, LLC.  Subsequently, David Caron Chrysler Motors, LLC, and David Caron brought this action, claiming that the defendants, including Wallace Goodhall, individually, breached the lease.  In its memorandum of decision, the trial court found that there was no enforceable contract between "Caron and Goodhalls," and it rendered judgment for the defendants.  The plaintiffs appealed to the Appellate Court (122 Conn. App. 149), which affirmed the judgment.  In so doing, the Appellate Court concluded that the trial court had made no finding that there was or was not a contract between the two corporate parties, David Caron Chrysler Motors, LLC, and Goodhall's, Inc.  Because the Appellate Court determined that the trial court's finding was, at best, ambiguous, and that the plaintiffs, therefore, should have sought an articulation on that issue, it decided that it must read the court's memorandum of decision to support, rather than undermine, its judgment that no contract existed between "Caron and Goodhalls."  The Supreme Court has granted the plaintiffs certification to appeal on the questions of whether the Appellate Court improperly failed to reach the question of whether the trial court erred in finding that there was no contract between David Caron Chrysler Motors, LLC, and Goodhall's, Inc., and, if so, whether the trial court's decision that there was no contract between David Caron Chrysler Motors, LLC, and Goodhall's, Inc., was clearly erroneous.