Sargent, Sargent & Jacobs, LLC v. Thoele

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SARGENT, SARGENT & JACOBS, LLC,
AS ESCROW AGENT v. ALAN
THOELE ET AL.
(AC 44397)
Elgo, Alexander and Harper, Js.

Syllabus

The plaintiff escrow agent sought, by way of an action for interpleader, a
determination of the rights to certain funds that the defendant purchaser
had placed in escrow with the plaintiff as a deposit pursuant to a the
purchase and sale agreement made in 2018 for certain real property
owned by the defendant seller. Prior to closing, the purchaser learned
that the seller had entered into an agreement (neighbor agreement)
several years prior with the owners of neighboring properties, which
included a provision for an easement on the seller’s property in order
to connect the neighbors’ properties to the town’s sanitary sewer system
via a sewer line to be installed across the seller’s property. The purchase
and sale agreement did not reference the neighbor agreement or the
potential sewer easement and further represented in § 16 (m) that the
seller was not aware of any claims for rights of passage, easement, or
other property rights to the property. Because of the neighbor agreement,
the purchaser’s title insurance company refused to issue a title policy.
As a result thereof, the purchaser invoked § 9 (b) of the purchase and sale
agreement relating to encumbrances of title and the seller’s obligation
to cure such claimed encumbrance or other defect in marketable title,
specifically the sewer easement, and thereafter terminated the contract
when the seller failed to cure such claimed encumbrance prior to closing.
Subsequently, the plaintiff initiated an interpleader action to determine
the defendants’ rights to the deposit held in escrow by the plaintiff.
Thereafter, each of the defendants filed cross claims against the other,
claiming, inter alia, breach of contract and return of deposit. At trial,
the seller sought to introduce a letter of intent, signed by the defendants
in 2016 during the early negotiations for the sale of the property, which
provided that there was an existing sewer easement that ran with the
land. The purchaser objected to the introduction of the letter of intent
on the basis of the parol evidence rule, arguing that the purchase and
sale agreement contained an integration clause, and, therefore, any
extrinsic evidence related to the contract should be excluded. The trial
court overruled the purchaser’s objection and admitted the letter of
intent as an exhibit, recognizing that it would not be considered in
connection with interpretation or application of the contract and, there-
fore, could not be used to impute or presume knowledge on the pur-
chaser or alter the contract, but could be used in connection with other
claims such as fraudulent inducement. Following a trial, the trial court
concluded that the seller breached the purchase and sale agreement
and that the purchaser was entitled to a return of its deposit and rendered
judgment in favor of the purchaser, from which the seller appealed to
this court. On appeal, held:
1. Contrary to the seller’s claims that the purchaser could not invoke § 9
(b) of the purchase and sale agreement and could not argue that the
failure to include the existence of the neighbor agreement in the pur-
chase and sale agreement resulted in a material breach of that agreement
because the letter of intent established the purchaser’s knowledge of
the neighbor agreement and potential sewer easement at the time the
purchaser signed the purchase and sale agreement, § 16 (m) of the
purchase and sale agreement established the purchaser’s knowledge at
the time that the agreement was signed and any evidence offered to
alter the purchaser’s knowledge was impermissible under the parol
evidence rule: the trial court correctly determined that the seller relied
on the letter of intent to alter the extent and manner of the parties’
understanding as established in the purchase and sale agreement, as
the agreement was explicit that the property was not subject to any
easements or potential easements and contained no reference to the
neighbor agreement or any potential easement on the property, and,
therefore, the letter of intent was offered to vary or contradict the terms
of the written purchase and sale agreement and was not proper evidence
regarding what the parties agreed to in 2018; moreover, the seller’s claim
that the court erred in determining that the purchaser had no actual
knowledge of the potential sewer easement failed, as the seller relied
exclusively on the letter of intent and, therefore, constituted an addi-
tional, impermissible attempt to alter the understanding between the
parties established when they signed the purchase and sale agreement
in 2018.
2. This court declined to review the seller’s claim that the neighbor agreement
was not an additional encumbrance pursuant to § 9 (b) of the purchase
and sale agreement because the purchase and sale agreement required
both the refusal of the purchaser’s title insurer to issue title insurance
and a qualified encumbrance pursuant to title standards, that claim
having been inadequately briefed as the seller failed to cite any law
or analysis in support of this argument that could render the court’s
action improper.
3. This court declined to address the seller’s claim that that the trial court
erred when it determined that the failure to disclose the existence of
the neighbor agreement was a material breach of the purchase and sale
agreement: because the trial court found that the seller had breached
the purchase and sale agreement both by failing to return the deposit
after the purchaser terminated the purchase and sale agreement and in
his misrepresentations in the contract itself, there was no practical relief
that this court could grant the seller with respect to his claim regarding
a material breach, even if the court agreed with such claim, because
the seller failed to challenge the other basis the trial court found a
breach of the contract, and the seller’s liability for breach of the purchase
and sale agreement would remain intact.
Argued February 1—officially released August 2, 2022

Procedural History

Action for interpleader to determine the rights of
the defendants to certain funds held in escrow by the
plaintiff in connection with a real estate transaction,
and for other relief, brought to the Superior Court in
the judicial district of Stamford-Norwalk, where each
defendant filed a cross claim; thereafter, the case was
tried to the court, Hon. Kenneth B. Povodator, judge
trial referee; judgment for the defendant Merwin, LLC,
on the named defendant’s cross claim and in part on
its cross claim against the named defendant, from which
the named defendant appealed to this court. Affirmed.
Alan R. Spirer, for the appellant (named defendant).
Bruce L. Elstein, with whom, on the brief, was John
J. Ribas, for the appellee (defendant Merwin, LLC).
Opinion

ALEXANDER, J. This interpleader action arises from
a dispute between the defendant purchaser, Merwin,
LLC (purchaser),1 and the defendant seller, Alan Thoele
(seller), concerning a failed commercial real estate
transaction.2 The seller appeals from the judgment of
the trial court rendered in favor of the purchaser on
its claims for breach of contract and return of deposit.
On appeal, the seller claims that the court erred in
concluding that (1) the parol evidence rule precluded
consideration of a letter of intent from 2016, (2) the
purchaser did not have actual knowledge of a potential
sewer easement on the property, (3) the potential sewer
easement was an encumbrance on the property, and
(4) the seller’s failure to disclose the potential sewer
easement was a material breach of the purchase and
sale agreement.3 We disagree and, accordingly, affirm
the judgment of the trial court.
The following facts, as found by the trial court, and
procedural history are relevant to our resolution of this
appeal. ‘‘On January 22, 2018, [the defendants] entered
into a contract for the purchase and sale of a parcel of
land located at 1480 Post Road East, Westport [(prop-
erty)]. . . . Shortly thereafter (and before any closing
date), the [purchaser] invoked a . . . provision of the
contract relating to encumbrances of title and the obli-
gation of the seller to cure such title defects, which
ultimately led to the failure to close and this litigation.’’
Several years before this failed real estate transac-
tion, in or around 2011, ‘‘the seller . . . sought to
obtain a modification of the zoning of the rear portion
of the subject property from residential to commercial.
In connection with that change, the seller had entered
into an agreement with an association of owners of
neighboring residential properties [(neighbor agree-
ment)] . . . .’’ The neighbor agreement ‘‘included a sec-
tion relating to a sewer line that would connect the
neighbors’ properties to the town’s sanitary sewer sys-
tem, via a sewer line to be installed across the seller’s
property’’ by way of ‘‘an easement for that purpose.’’
The neighbor agreement provided that ‘‘the easement
and sewer line would be triggered by final approval of
a site plan or special permit for development of the
property.’’ In addition, the neighbor agreement noted
that ‘‘[t]he sewer easement would not be granted and
recorded until after final site plans [for development],
etc., were approved by the town.’’ After the seller
obtained the requested zone change from residential to
commercial, no ‘‘actual site plan application or special
permit application [was] submitted in connection with
any proposed development/redevelopment . . . .’’4
‘‘With respect to the obligations . . . relating to the
sewer line and sewer easement, [the neighbor agree-
ment] provided that ‘[t]he parties agree to bind them-
selves, their heirs, successors and assigns, and the said
obligations [shall] run with the land, unless otherwise
amended or modified by the parties. . . .’ ’’ Despite the
fact that ‘‘[t]he neighbor agreement required the seller
to file on the land records certain restrictions on the
seller’s rights with respect to development as well as
certain obligations of the seller,’’ including the agree-
ment concerning the easement, the document that was
recorded ‘‘made no mention of sewer easement
issues/rights.’’
Several years after the seller entered into the neigh-
bor agreement, he and the purchaser began discussing
a potential sale of the property. In 2016, during the
early stage of negotiations and approximately two years
before the 2018 purchase and sale agreement was
entered into, a letter of intent related to the sale of the
property was drafted. Vincenzo Iannone, the father of
the purchaser’s sole member, signed the letter of intent
on the purchaser’s behalf as an agent of the purchaser.
Under the heading ‘‘ACCESS & EGRESS,’’ the letter
of intent provided the following: ‘‘Sewer Easement for
Cottage Lane is in place on the property and runs with
the land for Access & Egress for [the property].’’ Early
versions of the purchase and sale agreement,5 as well
as the 2018 purchase and sale agreement itself, did
not expressly mention the existence of the easement
‘‘despite language in each contract version relating to
a recitation of all known easements and claimed rights,
and denying the existence of undisclosed rights and
encumbrances.’’
Thereafter, on January 22, 2018, the purchaser and
seller entered into the purchase and sale agreement.
Several sections of the purchase and sale agreement
are relevant to this dispute. Section 9 (b) provides in
relevant part: ‘‘In the event of any objections to title as
set forth in the Purchaser’s written notification pursu-
ant to the above subsection (a) or any additional encum-
brance that arise after the date of Purchaser’s title
search which either party become aware of . . . but
prior to the Closing Date, then the Seller upon notice
of such Additional Encumbrance, shall have a period
not to exceed thirty (30) days (the ‘Cure Period’), to
enable the Seller to remove the Additional Encum-
brances and Seller shall diligently use its good faith
efforts to remove such Additional Encumbrances. In
the event the Seller is not able to remove the Additional
Encumbrances prior to the Closing or prior to the termi-
nation of the Cure Period, then either Purchaser or
Seller may terminate this Agreement . . . . For pur-
poses of this Agreement, nothing shall be deemed to
be an objection or encumbrance against title unless (i)
the Purchaser’s title insurance company shall not be
willing to issue an owner’s title insurance policy insur-
ing marketable title to the Premises without exception
for such objection or encumbrance [(title insurance
provision)], or (ii) such objection or encumbrance is
considered an objection under the Standards of Title
of the Connecticut Bar Association [(standards of title
provision)] . . . .’’ In addition, § 16 (m) of the purchase
and sale agreement, under the heading ‘‘Seller’s Repre-
sentations and Warranties,’’ provides that the ‘‘Seller is
not aware of any claims for rights of passage, easements
or other property rights over, on or to the Premises,
other than as set forth herein.’’ The purchase and sale
agreement made no reference to the neighbor agree-
ment or the potential sewer easement.
The closing date initially was set for March 8, 2018.
At some time in early 2018, after the purchase and
sale agreement was signed, ‘‘the [purchaser] was made
aware of the existence of [the neighbor agreement]
. . . when a representative of the [purchaser] had been
on the premises and had been approached by one or
more neighbors who articulated anticipation of installa-
tion of a sewer line across the subject property as soon
as the property were to be developed.’’ Because of the
neighbor agreement, ‘‘[t]he [purchaser’s] title insurance
company refused to issue a title policy’’ and ‘‘would
not provide coverage for any litigation or costs associ-
ated with [the neighbor agreement].’’ On February 28,
2018, the purchaser’s attorney e-mailed the seller’s
attorney, ‘‘invoking [the] provision in the [purchase and
sale] agreement allowing the [purchaser] to give the
seller [thirty] days to cure a claimed encumbrance or
other defect in marketable title, specifically the ease-
ment or right to an easement given to the neighbors in
2011.’’ Communications continued between the seller
and the purchaser; however, the seller contended that
‘‘there was nothing requiring a cure, and specified his
insistence on a closing, initially [on] March 8, 2018, and
later April 7, 2018.
‘‘The [purchaser] refused/failed to appear for a clos-
ing of title on any specified closing date, and, further
through counsel formally declared its unwillingness to
close at all, absent curative action taken by the seller.
The [purchaser] claimed/treated the contract as unen-
forceable against the [purchaser] and/or that the seller
had breached the [purchase and sale] agreement by
failing to cure the title issue within the time allowed,
after due demand by the [purchaser]. The [purchaser]
asserted the right to terminate the contract.
‘‘Pursuant to the terms of the [purchase and sale
agreement], $325,000 had been deposited with the plain-
tiff as escrow agent to ensure the performance of con-
tract obligations. It had been agreed that, upon the
transfer of title, this sum should be paid over to the
seller to be applied to the purchase price, but if the
[purchaser] improperly and contrary to its contractual
obligations failed to perform its obligations under the
[purchase and sale agreement], the deposit was to be
paid to the seller as liquidated damages. If the sale
were not to be consummated but not as a result of any
improper refusal by the [purchaser] to close, such as
based on noncompliance by the seller with a material
contractual obligation resulting in the [purchaser] ter-
minating the [purchase and sale agreement], the deposit
would be returned to the [purchaser]. An interpleader
action was explicitly authorized in the event of an
impasse as to disposition of the deposit.’’ (Footnote
omitted.)
Each of the defendants then filed cross claims against
the other. The seller claimed that the purchaser had
(1) breached the contract when it failed to close on the
property and again when it failed to instruct the escrow
agent to release the deposit as liquidated damages and
(2) breached the covenant of good faith and fair dealing.
In its amended cross claim, the purchaser contended:
(1) it was entitled to return of its deposit because it
made proper demand and terminated the transaction
under § 9 (b) of the purchase and sale agreement; (2)
the seller had breached the contract by failing to dis-
close the neighbor agreement and the potential sewer
easement contained therein, entitling the purchaser to
return of the deposit plus damages; and (3) the seller
committed fraud in the inducement by failing to disclose
the existence of the neighbor agreement. The case was
tried to the court, Hon. Kenneth B. Povodator, judge
trial referee, on October 2, 3, and 4, 2019.
Following the trial, the defendants submitted simulta-
neous posttrial briefs. The seller first argued that the
purchaser could not invoke § 9 (b) because ‘‘the require-
ments [of that section] are predicated on the [purchas-
er’s] discovery of an additional encumbrance after the
[purchaser] has completed and accepted [the purchas-
er’s] title search’’ and the purchaser ‘‘did not ‘become
aware’ of the sewer easement in February, 2018.’’ The
seller also claimed that ‘‘[the purchaser] knew about
and acknowledged the sewer easement [from] the [let-
ter of intent] signed and submitted [by the purchaser]
in August, 2016.’’ The seller further argued that the
sewer easement was not an encumbrance because it
did not diminish the value of the property or affect
the marketability of title. The seller contended that the
omission was not a material breach because the neigh-
bor agreement ‘‘had already been acknowledged by [the
purchaser] in the [letter of intent], would not impact
the development of the property, would not cost [the
purchaser] any money and might never need to be
granted.’’ Finally, the seller advanced that he was enti-
tled to retain the deposit because the purchaser was not
permitted to rescind the purchase and sale agreement.
In its posttrial brief, the purchaser claimed that it
was entitled to a return of the deposit based on its
proper request for cure under § 9 (b) and the seller’s
subsequent refusal to cure the encumbrance on the
property as evinced by the neighbor agreement. In addi-
tion, the purchaser argued that the seller first breached
the purchase and sale agreement by failing to disclose
the existence of the neighbor agreement and then by
failing to return the deposit. The purchaser also claimed
fraud in the inducement because the seller failed to
disclose the neighbor agreement.
On November 13, 2020, the court issued a memoran-
dum of decision and rendered judgment in favor of the
purchaser on its breach of contract claim and its return
of deposit claim. The court rendered judgment in favor
of the seller on the purchaser’s fraud in the inducement
claim. Finally, the court rendered judgment in favor of
the purchaser on both of the seller’s claims.
On appeal, the seller claims that the court erred in
determining that (1) the parol evidence rule precluded
consideration of the 2016 letter of intent in addressing
the purchaser’s knowledge of the neighbor agreement,
(2) the purchaser was not aware of the continued exis-
tence of the neighbor agreement until a neighbor spoke
to one of its representatives about it, (3) the neighbor
agreement created an additional encumbrance on the
property under § 9 (b) of the purchase and sale agree-
ment, and (4) the seller’s failure to disclose the neighbor
agreement in the purchase and sale agreement consti-
tuted a material breach of the purchase and sale agree-
ment. We disagree with each of these claims.
I
We first consider the seller’s claims that the court
improperly determined that the parol evidence rule pre-
cluded consideration of the letter of intent in addressing
the purchaser’s knowledge of the neighbor agreement
and that the purchaser did not have actual knowledge
of the potential sewer easement until a neighbor spoke
to one of the purchaser’s representatives about it. We
address these claims together because whether the let-
ter of intent can be used to establish the purchaser’s
knowledge is dispositive of the seller’s claim that the
court erred in determining that the purchaser had no
knowledge of the potential sewer easement. The seller
argues that the letter of intent the purchaser’s agent
signed in 2016 established that the purchaser had actual
knowledge of the neighbor agreement and potential
sewer easement at the time it signed the purchase and
sale agreement in 2018 and, therefore, could not invoke
§ 9 (b) and could not argue that the failure to include
the existence of the neighbor agreement resulted in a
material breach of the purchase and sale agreement.
We disagree with both of these claims.
The following additional facts and procedural history
are relevant to our resolution of these claims. At trial,
the purchaser’s attorney objected to the use of the 2016
letter of intent on the basis of the parol evidence rule,
arguing that the purchase and sale agreement ‘‘has an
integration clause . . . and any extrinsic evidence
related to the contract should be excluded . . . .’’ The
purchaser’s attorney also pointed to § 16 (m) of the
purchase and sale agreement, which disclaims any
knowledge of easements or similar rights, to support
his position that using the letter of intent would ‘‘[run]
. . . afoul of the parol evidence rule.’’ In response, the
seller’s attorney asserted that ‘‘[w]e’re not trying to bury
the terms of the contract or offer evidence to interpret
the terms of the contract. . . . [T]he purpose of this
letter of intent is to show that the [purchaser] had notice
of the sewer easement . . . .’’ The court admitted the
letter into evidence, noting that ‘‘[t]he parol evidence
rule is varying the terms of the contract. You have
non-contract claims and you have claims that . . . may
depend upon determination of materiality. So I’m going
to overrule the objection. It’s not going to come in to
vary the terms of the [purchase and sale] agreement.’’
Later during the trial, the seller testified that Franco
Iannone, the purchaser’s sole member, and Vincenzo
Iannone visited the property one or two months after
the letter of intent was signed. The seller testified that
Franco Iannone asked him where the sewer connection
would run and that he showed Franco Iannone the
location.6 In his posttrial brief, the seller argued that
because the 2016 letter of intent mentioned the potential
sewer easement, the purchaser was aware of the poten-
tial easement, could not invoke § 9 (b), and was not
entitled to request cure.
In its posttrial brief, the purchaser maintained that
the letter of intent and the testimony about the meeting
could not be used to contradict the terms of the inte-
grated agreement because such evidence ‘‘contra-
dict[ed] the unambiguous terms of the [purchase and
sale] agreement,’’ violating the parol evidence rule.
In its memorandum of decision, the court first dis-
cussed the issue of the purchaser’s knowledge of the
neighbor agreement and potential sewer easement and
then addressed the parol evidence rule. Specifically,
the court determined that ‘‘[t]he [letter of intent] was
signed on behalf of the [purchaser] by an individual
allegedly with limited facility with English, and the [pur-
chaser’s] principal did not recall reading the [letter of
intent] after (or implicitly, before) it was signed. An
authorized signature would be sufficient to impute
knowledge to the entity, but would not necessarily
establish actual knowledge in 2018 in the sense of a
then-present awareness. The conduct of the [pur-
chaser], after speaking to the neighbor(s) about the
claimed right to a sewer across the subject property,
is indicative of a lack of actual functional knowledge
as of early 2018—there was a diligent effort to obtain
information about such rights, including efforts to
obtain a copy of the neighbor agreement that embodied/
created whatever rights the neighbors might have.
Whether the [purchaser’s] principal never knew, or
knew in 2016 and forgot by 2018, the court is satisfied
that the [purchaser] did not have actual knowledge/
recollection of the existence or claimed existence of
sewer rights as of the signing of the contract underlying
this dispute.
‘‘More important, the state of knowledge of the [pur-
chaser’s] principal is irrelevant for purposes of interpre-
tation of the contract of sale and the seller’s representa-
tions and warranties contained therein. This necessarily
requires the court to address the parol evidence rule
and its applicability. The [purchaser] objected to admis-
sion of the [letter of intent] as an exhibit based on the
parol evidence rule. The court allowed the document
as an exhibit, recognizing that it would not be consid-
ered in connection with interpretation or application
of the contract, but would/could be used in connection
with other claims, with specific reference to the claim
of fraudulent inducement. The contract addresses in
a number of ways . . . the negation of nonidentified
easements, claimed rights of access or passage, and
anything that might constitute a cloud on title, as well
as a right to insist on curative action being taken in
appropriate circumstances. Any imputed or presumed
knowledge on the part of the [purchaser] to the con-
trary, based on the [letter of intent] cannot be used to
alter the contract.’’ (Footnote omitted.)
Addressing the seller’s testimony about meeting with
Franco Iannone to discuss the potential sewer ease-
ment, the court noted that, ‘‘[a]ssuming that such a
discussion did occur, it does not alter the parol nature
of any evidence contradicting the statements in the
contract relating to the affirmative identification of all
known easements and similar rights and the negation
of any such rights not specifically identified in the docu-
ment including exhibits/schedules. The prompt efforts
of the [purchaser] to seek documentation relating to
any such easement rights after the 2018 encounter with
neighbors tends to confirm that [Franco] Iannone had
no then-current knowledge or recollection relating to
the existence of easement rights. Knowledge of the
existence of rights in 2016 does not necessarily mean
that the rights continued into 2018, particularly given
the affirmative statements in the contract executed in
2018 that such rights did not exist—the rights could
have lapsed/expired, curative action could have been
taken, etc.’’
On appeal, the seller argues that the letter of intent
is not being used to vary the terms of the purchase and
sale agreement but, rather, represents the purchaser’s
‘‘actual knowledge’’ of the neighbor agreement, preclud-
ing the purchaser from taking advantage of § 9 (b).
In response, the purchaser points to § 16 (m) of the
purchase and sale agreement, which provides that the
‘‘Seller is not aware of any claims for rights of passage,
easements or other property rights over, on or to the
Premises,’’ and argues that this provision establishes its
knowledge at the time the purchase and sale agreement
was signed, meaning that any evidence offered to alter
its knowledge is impermissible under the parol evidence
rule. We agree with the purchaser.
‘‘Ordinarily, [o]n appeal, the trial court’s rulings on
the admissibility of evidence are accorded great defer-
ence. . . . Rulings on such matters will be disturbed
only upon a showing of clear abuse of discretion. . . .
Because the parol evidence rule is not an exclusionary
rule of evidence, however, but a rule of substantive
contract law . . . the [seller’s] claim involves a ques-
tion of law to which we afford plenary review.’’ (Internal
quotation marks omitted.) Colliers, Dow & Condon,
Inc. v. Schwartz, 77 Conn. App. 462, 466, 823 A.2d 438
(2003); see also Medical Device Solutions, LLC v. Afer-
zon, 207 Conn. App. 707, 728, 264 A.3d 130, cert. denied,
340 Conn. 911, 264 A.3d 94 (2021).
‘‘The parol evidence rule is premised upon the idea
that when the parties have deliberately put their engage-
ments into writing, in such terms as import a legal
obligation, without any uncertainty as to the object or
extent of such engagement, it is conclusively presumed,
that the whole engagement of the parties, and the extent
and manner of their understanding, was reduced to
writing. After this, to permit oral testimony, or prior or
contemporaneous conversation, or circumstances, or
usages [etc.], in order to learn what was intended, or
to contradict what is written, would be dangerous and
unjust in the extreme. . . . The parol evidence rule
does not of itself, therefore, forbid the presentation of
parol evidence, that is, evidence outside the four cor-
ners of the contract concerning matters governed by
an integrated contract, but forbids only the use of such
evidence to vary or contradict the terms of such a con-
tract. . . .
‘‘Parol evidence offered solely to vary or contradict
the written terms of an integrated contract is, therefore,
legally irrelevant. When offered for that purpose, it is
inadmissible not because it is parol evidence, but
because it is irrelevant. By implication, such evidence
may still be admissible if relevant (1) to explain an
ambiguity appearing in the instrument; (2) to prove a
collateral oral agreement which does not vary the terms
of the writing; (3) to add a missing term in a writing
which indicates on its face that it does not set forth
the complete agreement; or (4) to show mistake or
fraud.’’ (Citation omitted; internal quotation marks
omitted.) Medical Device Solutions, LLC v. Aferzon,
supra, 207 Conn. App. 728–29.
At the outset, we note that the seller does not argue
that the purchase and sale agreement is not integrated
but, instead, contends that the letter of intent was not
offered to vary the terms of the purchase and sale agree-
ment. We conclude that the court correctly determined
that the seller relied on the letter of intent in order
to alter the purchase and sale agreement between the
defendants. Although the purchaser may have been
aware of the potential sewer easement at the time that
its agent signed the letter of intent in mid-2016, the 2018
purchase and sale agreement that the purchaser signed
made clear that the property was not subject to any
easements or potential easements. The purchase and
sale agreement signed in 2018 contained no reference
to any potential easement on the property. Therefore,
any attempt to use previous exchanges regarding the
neighbor agreement is an attempt to alter the ‘‘ ‘extent
and manner of [the parties’] understanding’ ’’ as estab-
lished by the 2018 purchase and sale agreement. Id.,
728. Consequently, the court correctly concluded that
the 2016 letter of intent was not proper evidence regard-
ing what the parties agreed to in 2018. Additionally, the
seller’s arguments on appeal in support of his claim
that the court erred in determining that the purchaser
had no actual knowledge of the potential sewer ease-
ment rely exclusively on the letter of intent and, there-
fore, constitute an additional, impermissible attempt to
alter the understanding between the parties established
when they signed the purchase and sale agreement in
2018. Accordingly, this claim also fails.
II
We next address the seller’s claim that the court erred
in concluding that the neighbor agreement was an addi-
tional encumbrance pursuant to § 9 (b) of the purchase
and sale agreement, therefore entitling the purchaser
to request that the seller cure the issue and, later, to
terminate the purchase and sale agreement when the
seller failed to cure the issue. In support of this claim,
the seller argues, inter alia, that the trial court incor-
rectly determined that § 9 (b) required that either the
purchaser’s title insurer refuse to issue title insurance
because of the objection to title or that the title objec-
tion qualifies as an encumbrance pursuant to the Stan-
dards of Title of the Connecticut Bar Association. The
seller contends that the purchase and sale agreement
required both the refusal of title insurance and a quali-
fied encumbrance pursuant to title standards. We
decline to review this claim, however, as it is inade-
quately briefed.7
The following procedural history is relevant to our
resolution of this issue. In its memorandum of decision,
the court assumed that the contractual provision at
issue was ambiguous and then analyzed whether the
seller’s proposed interpretation—that the clause is con-
junctive—would lead to ‘‘[un]reasonable or bizarre
results.’’ The court then determined that ‘‘[t]he seller
has not made the case that treatment of ‘or’ as disjunc-
tive leads to irrational or bizarre results, or that it some-
how frustrates the intent of the drafting parties.’’ Thus,
the court read § 9 (b) as requiring curative action if
‘‘either the claimed problem is unacceptable to the title
insurance company for coverage (it insists on an excep-
tion to coverage) or the claimed problem satisfies the
definition set forth in the standards of title.’’ (Emphasis
added.) The court then determined that because the
purchaser’s title insurer ‘‘had indicated that it was ‘not
. . . willing to issue an owner’s title insurance policy’ ’’
due to the existence of the neighbor agreement ‘‘the
prospective purchaser was within its rights to invoke
the cure provisions of the contract.’’
On appeal, the seller argues that ‘‘[t]he trial court has
misread the provision’’ because, in order to request
cure, the purchaser’s objection must have satisfied both
the title insurance provision and the standards of title
provision. The seller argues that ‘‘the import of [§] 9 (b)
is that a seller is required to cure/remove an objection
to title that affects marketability’’ and ‘‘a seller is not
required to cure/remove an objection to title which will
not affect marketability.’’ The seller, however, did not
provide any law or analysis in support of this argument.
‘‘We repeatedly have stated that [w]e are not required
to review issues that have been improperly presented
to this court through an inadequate brief. . . . Analy-
sis, rather than mere abstract assertion, is required in
order to avoid abandoning an issue by failure to brief
the issue properly. . . . [When] a claim is asserted in
the statement of issues but thereafter receives only
cursory attention in the brief without substantive dis-
cussion or citation of authorities, it is deemed to be
abandoned. . . . For a reviewing court to judiciously
and efficiently . . . consider claims of error raised on
appeal . . . the parties must clearly and fully set forth
their arguments in their briefs. . . . In addition, brief-
ing is inadequate when it is not only short, but confus-
ing, repetitive, and disorganized.’’ (Citations omitted;
internal quotation marks omitted.) Burton v. Dept. of
Environmental Protection, 337 Conn. 781, 803, 256 A.3d
655 (2021).
We conclude that the seller’s claim that the provisions
of § 9 (b) should be read conjunctively is inadequately
briefed. The seller provides no discussion or analysis
of the court’s determination as to why the provisions
should be read in the disjunctive. He fails to point to
any evidence supporting his position. Further, he pro-
vides no citation to legal authority supporting his posi-
tion. Finally, he provides no meaningful analysis of the
claim. See id., 805 (‘‘[a]lthough the number of pages
devoted to an argument in a brief is not necessarily
determinative, relative sparsity weighs in favor of con-
cluding that the argument has been inadequately
briefed’’ (internal quotation marks omitted)). Accord-
ingly, we decline to review this claim.
III
Finally, we address the seller’s claim that the court
erred when it determined that the failure to disclose
the existence of the neighbor agreement was a material
breach. We need not consider the merits of this claim
because the court also found that the seller had
breached the purchase and sale agreement by failing
to return the deposit after the purchaser terminated the
purchase and sale agreement. Because the seller only
claims that one of those determinations was in error,
we cannot provide him with any practical relief.
At trial, the purchaser advanced two bases for its
breach of contract claim. First, it argued that the seller
breached the purchase and sale agreement when it
failed to disclose the existence of the neighbor agree-
ment. Second, it argued that the seller breached the
purchase and sale agreement when it failed to return
the deposit once the purchaser learned of the neighbor
agreement and requested cure, a request which the
seller refused to oblige. ‘‘The court . . . concluded that
there was a breach of contract both in the sense of a
failure to return the deposit after termination and in
the sense of misrepresentations made in the contract
itself.’’ On appeal, the seller only contests the court’s
determination that its failure to disclose the neighbor
agreement constituted a breach of contract. The seller
has not challenged the court’s determination that failing
to return the deposit also constituted a breach of the
purchase and sale agreement. Because the other basis
for the claim of breach of contract is uncontested, even
if we were to agree with the seller that its failure to
disclose was not material, the seller’s liability for breach
of the purchase and sale agreement would remain
intact. Therefore, we cannot provide the seller with any
practical relief. See Centimark Corp. v. Village Manor
Associates Ltd. Partnership, 113 Conn. App. 509, 517,
967 A.2d 550, cert. denied, 292 Conn. 907, 973 A.2d 103
(2009) (‘‘even if we were to conclude that the court’s
decision as to one of the challenged counts was
improper, [the appellant] could be afforded no practical
relief because its liability would rest on the unchal-
lenged finding’’). Therefore, we need not address this
claim.
The judgment is affirmed.
In this opinion the other judges concurred.
1
Franco Iannone is the sole member of the purchaser and will be referred
to by name where appropriate.
2
The plaintiff, Sargent, Sargent & Jacobs, LLC, as the escrow agent, initi-
ated this action against the purchaser and the seller by way of an interpleader
complaint requesting ‘‘[a]n interlocutory judgment requiring the defendants
to interplead together concerning their claims to the funds now in the hands
of the plaintiff’’ and noting that it ‘‘has and claims no interest in the funds
and is willing to pay the same over to such person as is lawfully entitled
to receive the same . . . .’’ The plaintiff is not a party to this appeal. For
clarity, we refer to the two defendants as seller and purchaser throughout
this opinion.
3
For the sake of clarity and ease of discussion, we address the seller’s
arguments in an order different from the way in which they were briefed.
4
The seller submitted ‘‘a conceptual—not actual—development plan . . .
in conjunction with his applications to the town’’ for the zone change.
5
The contract at issue in this case was the third version of the purchase
and sale agreement between the parties. The first two agreements were
terminated largely due to environmental concerns.
6
When asked about such a meeting at trial, although Franco Iannone
remembered various meetings at the property with the seller he could not
recall any discussion of the potential sewer easement or its placement.
7
The seller also argues that, because the purchaser became aware of the
neighbor agreement when its agent signed the letter of intent in 2016, the
purchaser cannot take advantage of § 9 (b). The seller points to the following
language in § 9 (b) to support this position: ‘‘[i]n the event of any . . .
additional encumbrance that arise[s] after the date of Purchaser’s title
search which either party became aware of . . . .’’ (Emphasis added.) On
the basis of this provision, the seller argues that ‘‘[the purchaser] did not
‘become aware’ of the sewer easement in February, 2018.’’ As discussed in
part I of this opinion, however, the letter of intent cannot be used to alter
the understanding contained in the purchase and sale agreement that there
were no easements or potential easements on the property. The court deter-
mined that the seller failed to prove that the purchaser was aware of the
neighbor agreement and the potential easement at the time it entered the
purchase and sale agreement. We conclude that the court correctly deter-
mined that the purchaser was entitled to invoke § 9 (b).
Further, the seller argues in the alternative that the neighbor agreement
did not affect marketability of title or diminish the value of the property
and, therefore, the purchaser’s objection did not satisfy the standards of
title provision of § 9 (b). In light of our conclusion that we cannot review
the seller’s claim that the provisions in § 9 (b) should be read in the conjunc-
tive due to the seller’s inadequate briefing, we need not consider whether
the standards of title provision was satisfied.