The plaintiff landlord sought to recover damages from the defendant city
for the defendant’s alleged breach of a tax abatement agreement in
regard to certain residential properties the plaintiff owned in Hartford.
The agreement provided that the plaintiff agreed to maintain and rent
a specified number of dwelling units at the properties for low and
moderate income persons or families in order to receive a certain tax
abatement. In response to complaints about a variety of deteriorating
and hazardous living conditions at the properties, the defendant’s hous-
ing code inspector, K, conducted several inspections of the dwelling
units and discovered numerous housing code violations. K gave the
plaintiff notice of the violations and specified a date by which the plaintiff
needed to correct them. A few months later, K conducted additional
inspections, revealing nearly identical violations as those found pre-
viously. K again sent violation notices to the plaintiff, specifying when
the violations had to be corrected. Following the second round of inspec-
tions, the defendant’s tax abatement committee held a meeting, at which
it unanimously voted to terminate the agreement. In accordance with
the agreement, the committee issued a termination letter to the plaintiff,
stating that, if the alleged code violations were not cured within ninety
days, the agreement would be terminated. The defendant took the posi-
tion that after the ninety day period passed without correction of the
code violations, the agreement automatically terminated. Several months
later, the plaintiff sold the properties, and, as part of the closing, was
required to pay the defendant a certain amount of real property taxes.
If the agreement had not been terminated, the plaintiff would have had
to pay abated taxes in a lesser amount. The plaintiff thereafter sought
to collect the amount of the property taxes it claimed to have overpaid
due to the allegedly improper termination of the agreement. Following
a trial to the court, the trial court found for the defendant on the plaintiff’s
claims, and the plaintiff appealed to this court. Held:
1. Contrary to the plaintiff’s claim, the trial court properly read into the
agreement certain provisions of the General Statutes (§§ 47a-1 and 47a-
7) and the Hartford municipal code (§ 18-2) regarding maintenance obli-
gations in effect at the time of the agreement’s formation: this court
concurred with the trial court’s determination that the agreement was
unambiguous and that the plaintiff had a contractual duty to ‘‘maintain’’
the properties, which encompassed the obligation to provide repair
and general upkeep to the dwelling units, it was undisputed that these
statutory and code provisions were in effect at the time the agreement
was formed, they plainly addressed the same subject matter, namely, a
landlord’s duty to maintain residential rental properties, and, because
the obligation to maintain the properties already existed in the express
terms of the agreement, importing the statutory and code provisions
served only to define the scope of that obligation and did not create a
new substantive duty; moreover, the plaintiff’s interpretation that the
term ‘‘maintain’’ referred only to the continued use of the properties
for the purpose of low and moderate income housing, regardless of
the condition of such dwelling units, suggested that maintaining the
properties allowed the plaintiff to provide housing that did not meet
minimum standards of habitability, a suggestion that was patently unrea-
sonable; furthermore, in order to construe the agreement as the plaintiff
suggested, there would had to have been an express provision in the
agreement to the contrary to relieve the plaintiff of the duties contained
in the existing statutory and code provisions, which there was not.
2. This court concluded that, because the trial court properly read the
statutory and municipal code provisions into the agreement and the
plaintiff cited no additional authority and made no additional argument
that the court’s factual findings were clearly erroneous, the plaintiff’s
claims that the court incorrectly found that the defendant had the con-
tractual right to terminate the agreement based on violations of §§ 47a-
1 and 47a-7 and § 18-2 of the code, and that the plaintiff failed to prove
that the defendant breached the agreement, necessarily failed.
Argued October 17, 2022—officially released February 14, 2023 Procedural History