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LIGHTHOUSE LANDINGS, INC. v. CONNECTICUT LIGHT AND POWER COMPANY (SC 17976)
Norcott, Katz, Palmer, Zarella and Schaller, Js.* Argued November 21, 2008--officially released January 5, 2011*

Giovanna Tiberii Weller, with whom were John R. Horvack, Jr., and, on the brief, Lauren J. Taylor, for the appellant (defendant). Scott M. Harrington for the appellee (plaintiff).

Opinion

PER CURIAM. In this action involving the termination of a commercial lease agreement between the defendant, Connecticut Light and Power Company (power company), and the plaintiff, Lighthouse Landings, Inc. (Lighthouse), the power company appeals1 from the judgment of the trial court, which denied in part the power company's motion for summary judgment. The power company contends that (1) the trial court improperly construed this court's remand order in Connecticut Light & Power Co. v. Lighthouse Landings, Inc., 279 Conn. 90, 900 A.2d 1242 (2006) (Lighthouse Landings), (2) Lighthouse's three remaining claims alleging intentional misrepresentation, negligent misrepresentation and violation of the Connecticut Unfair Trade Practices Act (CUTPA)2 are barred by the doctrine of collateral estoppel because the issues underlying those claims were fully and fairly litigated and finally decided against Lighthouse in Lighthouse Landings,3 and (3) our reasoning in Lighthouse Landings precludes Lighthouse from proving the essential elements of its damages claims. In the alternative, the power company contends that the trial court's decision in the declaratory judgment action precludes consideration of the misrepresentation and CUTPA claims in the present action under the doctrine of res judicata. Lighthouse responds that (1) the trial court properly construed the remand order in Lighthouse Landings, (2) the misrepresentation and CUTPA claims are not estopped because they are predicated on conduct by the power company that occurred after Lighthouse exercised its lease extension option, and (3) our reasoning in Lighthouse Landings does not preclude Lighthouse from proving the essential elements of its damages claims. Lighthouse further argues that the doctrine of res judicata does not apply because the misrepresentation and CUTPA claims were not fully litigated and decided by the trial court in the declaratory judgment action. We conclude that the trial court properly construed this court's remand order in Lighthouse Landings and that our decision in that case has no preclusive effect on Lighthouse's misrepresentation and CUTPA claims. We also conclude, however, that the trial court's decision in the declaratory judgment action bars further litigation of those claims. Accordingly, we reverse the judgment of the trial court on the summary judgment motion with respect to the misrepresentation and CUTPA claims. I The following facts and procedural history, much of which are set forth in our opinion in Lighthouse Landings, are relevant to our resolution of this appeal. ``On November 30, 1999, the power company leased a parcel of land in the city of Stamford to Lighthouse for the purpose of operating a high speed ferry service

between Stamford and New York City. The leased parcel consisted of 3.6 acres within a larger twenty-five acre tract, also owned by the power company. Article five of the lease provided: `The [p]remises will be used as a ferry service terminal including, without limitation, a parking lot, ticket office, terminal and dock for [t]enant's vessels.' Article six of the lease provided in relevant part: `[The] [t]enant shall diligently proceed to obtain all governmental permits, approvals, licenses and/or certificates required in connection with [t]enant's use of the [p]remises . . . . `` `If [t]enant has not obtained all such [p]ermits within one hundred eighty (180) days after the date of this [l]ease, then [t]enant shall have the right to either (i) terminate this [l]ease or (ii) extend the contingency period for another sixty (60) days . . . . [I]f [t]enant exercises its right to extend the contingency period for an additional sixty (60) days, and if [t]enant has not obtained all such [p]ermits within the additional sixty (60) days, then [l]andlord and [t]enant shall each have the right to terminate the lease by notice given to the other party within ten (10) days after the expiration of said sixty (60) day period. In the event that either party elects to terminate this [l]ease in accordance with this [article] . . . the [l]ease shall terminate as of the date of such notice of termination and thereafter neither party shall have any obligations or liability hereunder, except those which arose prior to the termination date. Landlord agrees to cooperate with [t]enant in connection with the [p]ermits; [t]enant agrees to reimburse [l]andlord for its out of pocket costs incurred at [t]enant's request in connection with obtaining the [p]ermits.' . . . ``The 180 day period for obtaining permits described in article six began to run on November 30, 1999, and expired on May 29, 2000. When Lighthouse failed to obtain the required permits within the stipulated time, it exercised its option to extend the lease for an additional sixty days, until July 28, 2000. Lighthouse subsequently failed to obtain the permits by the end of the extended period. Accordingly, the power company sent notice terminating the lease to Lighthouse by letter dated August 3, 2000, and the lease thereby was terminated on August 4, 2000, the date Lighthouse received actual notice of the termination. ``Shortly thereafter, Lighthouse commenced a civil action against the power company, alleging improper termination of the lease. In its . . . complaint,4 Lighthouse alleged, inter alia, that the power company improperly had (1) induced Lighthouse to request the sixty day extension,5 thereby granting the power company the right to terminate the lease at the end of the extended period if Lighthouse did not obtain all applicable governmental permits within the specified time, even though Lighthouse was not legally obligated to

terminate or to extend the lease after the first 180 days, and (2) exercised its right to terminate the lease when Lighthouse failed to obtain the required permits, despite prior assurances, on which Lighthouse had relied in exercising its right to extend the lease, that it did not intend to do so.'' Connecticut Light & Power Co. v. Lighthouse Landings, Inc., supra, 279 Conn. 93

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