64 WALL STREET, LLC v. CITY OF NORWALK.

2005 Ct. Sup. 11768-gf, 39 CLR 902
No. FST CV 04 4000084Connecticut Superior Court Judicial District of Stamford-Norwalk at Stamford
August 26, 2005

[EDITOR’S NOTE: This case is unpublished as indicated by the issuing court.]

MEMORANDUM OF DECISION
THOMAS L. NADEAU, JUDGE.

The trial of this action has required the court to determine whether a contract term that is of an imprecisely described duration makes the underlying “agreement” unenforceable or illusory.

In pursuing an answer, this court acknowledges well-settled contract principles that require that “an agreement . . . be definite and certain as to its terms . . .” (Internal quotation marks omitted.) Suffield Development Associates, LTD. v. Society for Savings, 243 Conn. 832, 843 (1998). The “definiteness” and “certainty” requirements, however, only pertain to essential contract terms. For example, “[n]umerous Connecticut cases require definite agreement on th essential terms of an enforceable agreement . . . [Furthermore,] [w]hether a term is essential turns on the particular circumstances of each case.” (Emphasis added; citation omitted; internal quotation marks omitted.) Coady v. Martin, 65 Conn.App. 758, 766
(2001).

On this issue, the 2 Restatement (Second), Contracts, § 33(d), p. 94 (1981) notes that duration is not always an essential contract term and therefore, in most circumstances there will be an enforceable contract. The missing term of time, however, can make the contract terminable at will. The 2 Restatement (Second) explains that “[w]hen the contract calls for successive performances, but is indefinite in duration, it is commonly terminable by either party, with or without a requirement of reasonable notice.” Id. (See also 1 S. Williston, Contracts (4th Ed. 1990) § 4.19, p. 443-44, CT Page 11768-gg determining that “a promise contemplating continuing performance for an indefinite time is to be interpreted as stipulating only for performance at the will of either party. Thus, an agreement to lease, without limitation of time, imposes a tenancy at will . . .”)

In Connecticut, we adhere to similar contract principles. Our employment law jurisprudence has consistently held that “contracts of permanent employment, or for an indefinite term, are terminable at will.” (Internal quotation marks omitted.) Yancy v. Connecticut Life Casualty Insurance, 66 Conn.App. 556, 559 (2002). The same contract principles are also seen in landlord-tenant matters. See Radican v. Hughes, 86 Conn. 536, 543 (1913), “[w]hen one enters on land, to use and occupy it, with the consent and permission of the owner, but for no definite time, he is a tenant at will . . . Such estate, however, is revocable, not only at the will of the owner, but by his death, or by alienation or demise of the land by him, and by whatever should deprive him of the right to do the acts and to give permission to do them.” (Citations omitted.)

Applying the above principles to the present matter, it is clear that the agreement at the center of this dispute is also terminable at will. The agreement called for successive performances, in that use of the garage and the designated spaces were provided on a continuous basis. Also, the plaintiff’s gratuitous use of the sixty car spaces was for an indefinite, perhaps even infinite, period of time. It was terminable only by a trigger event that could have occurred at any point from the making of the agreement to never. That is to say, in this case, the mere fact that the dealer’s cars were still present cannot obscure the contract law fact of life that said event being designated a trigger is what renders the contract terminable at will as a result of its indefinite duration. Thus, if the dealer’s cars were removed too early for the plaintiff’s pleasure or anticipation, no enforcement of the plaintiff’s parking “entitlements” would lie. Thus, enforcement is not any more proper when the cars remain present.

As a result, the court must find the issues for the defendant City. CT Page 11768-gh

NADEAU, J. CT Page 11768-gi