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DAVID SQUILLANTE ET AL. v. CAPITAL
REGION DEVELOPMENT AUTHORITY
(AC 43291)
Bright, C. J., and Elgo and Sheldon, Js.
Syllabus
The plaintiffs, S and D Co., sought to recover damages for, inter alia, the
defendant’s alleged breach of contract related to its offer to provide
funding for the renovation of real property owned by D Co. The trial court
granted the defendant’s motions for summary judgment and rendered
judgment in favor of the defendant, from which the plaintiffs appealed
to this court. Held that the judgment of the trial court was affirmed;
the trial court, having fully addressed the claims and arguments raised
in this appeal, this court adopted the trial court’s thorough and well
reasoned memoranda of decision as proper statements of the relevant
facts, issues and applicable law on those issues.
Argued September 23—officially released November 9, 2021
Procedural History
Action to recover damages for, inter alia, breach of
contract, and for other relief, brought to the Superior
Court in the judicial district of Hartford, where the
court, Noble, J., granted the defendant’s motion for
summary judgment; thereafter, the court granted the
plaintiffs’ motion to reargue and vacated in part the
summary judgment entered in favor of the defendant;
subsequently, the court granted the defendant’s motion
for summary judgment and rendered judgment for the
defendant, from which the plaintiffs appealed to this
court. Affirmed.
Steven J. Zakrzewski, with whom, on the brief, was
Matthew S. Carlone, for the appellants (plaintiffs).
Linda L. Morkan, with whom was Benjamin C. Jen-
sen, for the appellee (defendant).
Opinion
SHELDON, J. The plaintiffs, David Squillante and
DJS45, LLC,1 appeal from the judgment rendered by the
trial court in favor of the defendant, Capital Region
Development Authority, following the granting of the
defendant’s two motions for summary judgment chal-
lenging the plaintiffs’ right to prevail on all three counts
of their operative complaint. On appeal, the plaintiffs
claim that the court erred in granting the defendant’s
motions for summary judgment. We affirm the judgment
of the trial court.
The record, viewed in the light most favorable to the
plaintiffs for purposes of reviewing the trial court’s
summary judgment rulings; see Cefaratti v. Aranow,
321 Conn. 637, 641, 138 A.3d 837 (2016); reveals the
following facts. Squillante is the sole member of DJS45,
LLC, a limited liability company. The defendant is a
quasi-municipal corporation created by statute.2 In
2011, DJS45, LLC, purchased a five-story commercial
building located at 283-291 Asylum Street in Hartford.
Squillante then renovated the ground floor of the build-
ing and eventually opened a restaurant on the premises.
Beginning in early 2013, Squillante engaged in conversa-
tions with representatives of the defendant concerning
the possibility of procuring financing for the renovation
of residential apartment units on the upper floors of
the building. These conversations eventually resulted
in a letter from the defendant to Squillante dated May
10, 2013, setting out what is described as a ‘‘preliminary
outline of general business terms of the potential proj-
ect,’’ which was ‘‘expressly subject to the completion
of [a] due diligence investigation [by the defendant]
including the provisions of necessary documents as
outlined [in the letter] and the securing of complete
financing for the [p]roject.’’
Over the next several months, representatives of the
defendant and the plaintiffs worked together to finalize
the deal. In December, 2013, the defendant’s legal coun-
sel sent the plaintiffs a ‘‘closing checklist’’ identifying
all outstanding items that required resolution in order
to finalize the deal. The following month, however, in
an e-mail dated January 7, 2014, a representative of the
defendant wrote to Squillante, stating: ‘‘[W]e have a
variety of issues outstanding. I have attached the closing
[checklist] for the project that was sent to your attorney
in early December and little has been done to advance
the items on the list. . . . [W]e need to hasten the con-
summation of this deal. The funds are now very ‘old’
. . . . If we do not bring this to conclusion in the next
[forty-five to sixty] days, I will have little choice but to
[reallocate] the funds.’’
In an e-mail dated May 14, 2014, and again in a letter
dated July 30, 2014, a representative of the defendant
notified Squillante that its offer to provide funding for
renovation of the building at 283-291 Asylum Street
had expired due to the failure to timely resolve the
outstanding requirements but that the plaintiffs could
reapply for project funding at a future date.
The plaintiffs commenced the present action on July
26, 2016, by serving the defendant with a three count
complaint alleging breach of contract, promissory
estoppel, and negligent misrepresentation. On October
23, 2017, the defendant filed its first motion for summary
judgment, in which it asserted that it was entitled to
judgment as a matter of law on the plaintiffs’ claim of
breach of contract because the May 10, 2013 letter was
merely an agreement to agree, not a legally enforceable
contract. The defendant also asserted that it was enti-
tled to judgment as a matter of law on the plaintiffs’
claim of promissory estoppel because it had never made
a clear and definite promise to the plaintiffs that it
would provide funding for the proposed project. Finally,
the defendant alleged that the plaintiffs’ negligent mis-
representation claim was time barred because it was
brought outside of the limitation period proscribed for
such claims in General Statutes § 52-584.
On November 14, 2017, prior to filing an objection
to the defendant’s motion, the plaintiffs amended their
complaint, resulting in what became the operative com-
plaint, in order to clarify the allegations of their claims
in light of the defendant’s motion for summary judgment
and to include additional facts they had learned through
discovery. On January 2, 2018, the plaintiffs objected
to the motion for summary judgment on the grounds
that (1) material questions of fact existed as to their
breach of contract claim, (2) the May 10, 2013 letter
specified that a precondition to finalizing the parties’
agreement was the provision of either a personal guar-
antee ‘‘ ‘or’ ’’ a payment and performance bond, (3) their
negligent misrepresentation claim was not time barred
by § 52-584 because that statute does not apply to claims
of negligence not resulting in personal injury, and (4)
there was evidence that the defendant had made a mis-
representation concerning what was required to finalize
the parties’ agreement by stating that the plaintiffs
needed to provide either a guarantee ‘‘ ‘or’ ’’ a payment
and performance bond. (Emphasis omitted.)
On July 18, 2018, the trial court, Noble, J., granted
the defendant’s motion for summary judgment as to all
three counts of the complaint. As for the plaintiffs’
breach of contract claim, the court concluded that there
was no genuine issue of material fact that the May 10,
2013 letter, on which the plaintiffs relied, in part, to
demonstrate the existence of a contractual duty, was
not a legally enforceable contract. As for the plaintiffs’
claim of promissory estoppel, the court concluded that
there was no genuine issue of material fact that the
defendant had not made a clear and definite promise
to loan the plaintiffs funding for the proposed project.
The court initially granted the motion for summary judg-
ment in favor of the defendant as to the negligent mis-
representation claim in count three, but it did so under
the general tort statute of limitations, General Statutes
§ 52-577, not the separate statute applicable to negli-
gence actions resulting in personal injury, § 52-584,
which the defendant had invoked. Thereafter, by order
dated August 21, 2018, the court vacated the entry of
summary judgment on count three because the defen-
dant had not pleaded that the claim was barred under
§ 52-577, the statute of limitations that was applicable to
the plaintiffs’ claim. Subsequently, the defendant sought
leave to amend its answer to include the special defense
that the action was time barred under § 52-577.
On October 11, 2018, the defendant filed its second
motion for summary judgment, which was directed only
to count three and was accompanied by two affidavits.
The defendant asserted in that second motion that the
plaintiffs’ claim of negligent misrepresentation was time
barred by § 52-577, that the continuing course of con-
duct doctrine did not apply to that claim, and that the
plaintiffs could not establish the elements for a claim
of negligent misrepresentation. On November 23, 2018,
the plaintiffs filed an objection to the motion, with an
affidavit by Squillante attached, asserting that the defen-
dant knew or should have known that it had made false
statements pertaining to the bonding requirement and
that there were genuine issues of material fact as to
whether the continuing course of conduct doctrine
applied and, thus, tolled the statute of limitations. On
March 15, 2019, the trial court issued a memorandum
of decision granting the defendant’s second motion for
summary judgment on the plaintiffs’ claim of negligent
misrepresentation. The court concluded that the plain-
tiffs had failed to establish a genuine issue of material
fact with respect to the applicability of the continuing
course of conduct doctrine and that the action was time
barred under § 52-577.
The plaintiffs appeal from the judgment of the trial
court rendered in favor of the defendant, following its
granting of summary judgment on all three of the plain-
tiffs’ claims. Specifically, they argue that the court
abused its discretion by granting the motions for sum-
mary judgment because there are multiple disputes of
material fact as to each of the claims.
‘‘Appellate review of the trial court’s decision to grant
summary judgment is plenary.’’ (Internal quotation
marks omitted.) Chelsea Groton Bank v. Belltown
Sports, LLC, 199 Conn. App. 294, 299, 236 A.3d 265,
cert. denied, 335 Conn. 960, 239 A.3d 318 (2020). After
a careful review of the record, as well as the parties’
briefs and relevant law, we are convinced that the plain-
tiffs’ claims on appeal lack merit and, accordingly, that
the trial court acted properly when it granted the defen-
dant’s two motions for summary judgment disposing
of all three counts of the operative complaint. In grant-
ing the defendant’s two motions for summary judgment,
the trial court issued two thorough and well reasoned
memoranda of decisions, both of which are proper
statements of the facts, issues, and applicable law. See
Squillante v. Capital Region Development Authority,
Superior Court, judicial district of Hartford, Docket No.
CV-XX-XXXXXXX-S (July 18, 2018) (reprinted at Conn.
App. , A.3d ), vacated in part by court order,
August 21, 2018; Squillante v. Capital Region Develop-
ment Authority, Superior Court, judicial district of
Hartford, Docket No. CV-XX-XXXXXXX-S (March 15, 2019)
(reprinted at Conn. App. , A.3d ). We
therefore adopt those memoranda of decision as proper
statements of the relevant facts, issues, and applicable
law, as it would serve no useful purpose for us to repeat
the discussion contained therein. See Citizens Against
Overhead Power Line Construction v. Connecticut Sit-
ing Council, 311 Conn. 259, 262, 86 A.3d 463 (2014);
Ortiz v. Torres-Rodriguez, 205 Conn. App. 129, 132,
255 A.3d 941, cert. denied, 337 Conn. 910, 253 A.3d
43 (2021).
The judgment is affirmed.
In this opinion the other judges concurred.
1
In this opinion, we refer to Squillante and DJS45, LLC, individually by
name where necessary and collectively as the plaintiffs.
2
General Statutes § 32-602 (a) provides in relevant part: ‘‘The purpose of
the Capital Region Development Authority shall be (1) to stimulate new
investment within the capital region and provide support for multicultural
destinations and the creation of a vibrant multidimensional downtown
. . . .’’