Karaoke Heroes NH, LLC v. RVRM Enterprises, LLC

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Karaoke Heroes NH, LLC v. RVRM Enterprises, LLC

KARAOKE HEROES NH, LLC v. RVRM
ENTERPRISES, LLC
(AC 48149)
Elgo, Suarez and Seeley, Js.

Syllabus

The plaintiff appealed from the trial court’s judgment awarding damages
to the defendant on the plaintiff’s claim and the defendant’s counterclaim
for breach of a commercial lease. The fire marshal required the plaintiff to
maintain a secondary egress, an emergency exit door, in order to operate
as a karaoke bar. The emergency exit door opened into a parking lot oper-
ated by a nonparty, K Co., and bollards had been placed to block a parking
space directly in front of the door to prevent vehicles from obstructing the
emergency exit. K Co. had entered into a written license agreement with
the plaintiff’s predecessor for the use of the parking space, and, although
the plaintiff continued to pay a license fee to K Co., the plaintiff never
entered into a written license agreement with K Co. During the term of the
lease, K Co. removed the bollards and reported to the fire department that
the plaintiff no longer had a right of egress from the emergency exit door.
The plaintiff claimed, inter alia, that the court erred in determining that
the subject property was compliant with all relevant laws and regulations
upon the execution of the lease and, thus, the defendant had not breached
the lease. Held:

The trial court’s findings that the premises was compliant with all relevant
laws and regulations at the time the lease was signed were not clearly errone-
ous, as there was an implied emergency access agreement between K Co. and
the plaintiff at that time because the license agreement between the plain-
tiff’s predecessor and K Co. continued on a month-to-month basis between
K Co. and the plaintiff due to the plaintiff’s continued payment and K Co.’s
continued acceptance of the monthly license fee.

The trial court properly determined that the defendant did not breach the
lease by failing to provide the plaintiff with an egress agreement with K Co.,
as the only ingress and egress mentioned in the lease was an entrance accessed
through an alleyway, not the emergency exit through the parking lot, and
the lease explicitly required the plaintiff to be responsible to ensure that the
premises was compliant with all applicable laws and regulations after signing.

The trial court properly determined that the defendant did not engage in any
behavior that would constitute a violation of the Connecticut Unfair Trade
Practices Act (§ 42-110a et seq.), as the plaintiff failed to establish that the
defendant engaged in any unfair, illegal, wrongful, immoral or injurious
behavior against the plaintiff.

Argued November 12, 2025—officially released March 3, 2026
Karaoke Heroes NH, LLC v. RVRM Enterprises, LLC

Procedural History

Action to recover for damages for, inter alia, breach
of contract, and for other relief, brought to the Supe-
rior Court in the judicial district of New Haven and
transferred to the judicial district of Waterbury, Com-
plex Litigation Docket; thereafter, the defendant filed
a counterclaim; subsequently, the case was tried to the
court, Pierson, J.; judgment for the defendant on the
complaint and on the counterclaim, from which the plain-
tiff appealed to this court. Affirmed.
Richard J. Rapice, for the appellant (plaintiff).
David C. Pite, for the appellee (defendant).

Opinion

ELGO, J. The plaintiff and counterclaim defendant,
Karaoke Heroes NH, LLC, appeals from the judgment of
the trial court awarding the defendant and counterclaim
plaintiff, RVRM Enterprises, LLC, damages for breach
of a commercial leasehold contract.1 On appeal, the plain-
tiff claims that the court erred in determining that (1)
the property was compliant with all relevant laws and
regulations upon the execution of the lease agreement
and, therefore, the defendant had not breached the lease
and (2) the defendant had not violated the Connecticut
Unfair Trade Practices Act (CUTPA), General Statutes
§ 42-110a et seq. We affirm the judgment of the trial
court.2
The following facts, as either found by the court or
as otherwise undisputed in the record, are relevant to
1
For clarity, we refer to Karaoke Heroes NH, LLC, as the plaintiff and
to RVRM Enterprises, LLC, as the defendant in this opinion.
2
The plaintiff also claims that its breach of contract—its failure to pay
rent and utilities—was excused due to the defendant’s alleged breach
of contract—namely, its failure to deliver the premises in compliance
with all relevant laws and regulations and its failure to broker a license
for continued emergency access to the parking lot with a nonparty,
Kirk’s Parking, LLC. In light of our conclusion that the court properly
determined that the defendant did not breach the lease, this claim must
fail. See part I of this opinion.
Karaoke Heroes NH, LLC v. RVRM Enterprises, LLC

our resolution of this appeal. The present dispute stems
from a commercial lease (lease) between the plaintiff and
the defendant for the rear portion of the first floor of a
building on a piece of real property located at 212 Crown
Street in New Haven (premises). The lease describes the
premises as “approximately 3500 [square feet] . . . the
area accessed [from] the [alley] entryway through a door
located on the [w]est side of said building and located to
the south of the bathrooms.” The plaintiff is a limited
liability company, which is owned and operated solely
by Dan Lebov. The plaintiff used the premises to run a
karaoke style bar and nightclub. The defendant landlord
is a limited liability company, which is owned in equal
shares and operated by siblings Ronald LoRicco, Rich-
ard LoRicco, Vincent LoRicco, and Maria LoRicco.3 A
nonparty, the Anthony and Nina LoRicco Irrevocable
Spray Trust,4 owns the premises, and the premises is
managed by the defendant.
The premises is located adjacent to real property located
at 210 Crown Street, which is a parking lot owned by a
nonparty, 210 Crown Street, LLC, and operated by a non-
party, Kirk’s Parking, LLC (Kirk’s). The premises’ emer-
gency exit door opens into the parking lot and requires
bollards to block a parking space directly in front of the
door to prevent vehicles from obstructing the emergency
exit. The fire marshal required this emergency exit for
the premises to operate as a karaoke bar.
210 Crown Street, LLC, and Kirk’s are both owned
by nonparties, MRVR, LLC (51 percent), and Sean
McLaughlin (49 percent), respectively. MRVR, LLC,
is owned by the LoRicco siblings in equal shares. As the
court found in its memorandum of decision, “[t]here is
3
Ronald LoRicco, Richard LoRicco, Vincent LoRicco, and Maria
LoRicco will be referred to individually by first name and collectively
as the LoRicco siblings in this opinion.
4
A spray trust or sprinkle trust is “[a] trust in which the trustee
has discretion to decide how much will be given to each beneficiary.”
(Internal quotation marks omitted.) Platt v. Tilcon Connecticut, Inc.,
196 Conn. App. 564, 565 n.1, 230 A.3d 854, cert. denied, 335 Conn.
917, 230 A.3d 643 (2020).
Karaoke Heroes NH, LLC v. RVRM Enterprises, LLC

overlapping ownership . . . between the manager of the
premises ([the defendant]), the owner of the parking lot
([MRVR, LLC]), and the parking lot’s operator and man-
ager (Kirk’s). Collectively, and directly or indirectly, the
LoRicco siblings are either the sole or majority owners
of all three entities.”5
The court found the following in its October 10, 2024
memorandum of decision: “[The premises] began operat-
ing as a bar or nightclub in the early 1990s,” and “egress
from a fire door, located at the rear of the premises and
opening onto the parking lot, was required for safety.
Moreover, when the premises first began to be used as
a bar or nightclub, concrete bollards—or posts—were
placed on either side of the fire door opening onto the
parking lot . . . . The fire marshal required egress from
the fire door, and the placement of the bollards, so that
patrons and others could exit the premises without being
blocked by a motor vehicle parked in front of or backing
towards the door.”
Prior to the plaintiff’s lease of the premises, the defen-
dant leased the premises to an entity known as Karaoke
Heroes, LLC, which was owned by Andrew Lebwohl.6
Karaoke Heroes, LLC, also entered into a written license
agreement with Kirk’s for “the parking space . . . located
at [the parking lot] adjacent to the rear door of the [prem-
ises] for the purpose of providing an emergency access out
of the [premises] into the parking lot . . . .” The agreement
would continue “in full force and effect until terminated
by either party . . . .” This agreement “allowed for egress
from the rear fire door of the premises to the parking lot,
as required by the fire marshal.”
5
We note that the only defendant remaining in this action is RVRM
Enterprises, LLC, as the claims against the impleaded defendants—two
state marshals, Robert Miller and Bruce Scott—were dismissed prior to
trial. The plaintiff never brought an action against the LoRicco siblings
in their individual capacities, and the plaintiff did not bring an action
against the other related entities in this case, such as Kirk’s, 210 Crown
Street, LLC, or MRVR, LLC.
6
We note for clarity that Karaoke Heroes, LLC, which is owned by
Lebwohl, is a separate and distinct entity from the plaintiff, Karaoke
Heroes NH, LLC, which is owned by Lebov.
Karaoke Heroes NH, LLC v. RVRM Enterprises, LLC

Karaoke Heroes, LLC, employed Lebov, who came to
manage the business’ day-to-day operations. Lebwohl
decided to sell the business to Lebov, who agreed to pur-
chase it and formed the plaintiff for that purpose. On
January 1, 2017, Lebwohl sold Karaoke Heroes, LLC,
to the plaintiff. In addition to the sale of the business,
Karaoke Heroes, LLC, assigned to the plaintiff “all its
right, title and interest in the existing lease between
[Karaoke Heroes, LLC], and [the defendant], which lease
is dated February 1, 2012, and any and all modifications,
assignments, and amendments relating thereto . . . .”
Karaoke Heroes, LLC, did not assign to the plaintiff its
rights under the parking space license agreement between
itself and Kirk’s, and the plaintiff did not enter into a
separate agreement with Kirk’s for the parking space.
The plaintiff, however, continued to make monthly pay-
ments to Kirk’s, as Lebov had done when he managed the
day-to-day operations of Karaoke Heroes, LLC.
On July 6, 2018, the defendant as landlord and the
plaintiff as tenant entered into a written lease agreement
for the premises. The lease was also signed by Lebov as
guarantor. The lease term was set for three years, expir-
ing on June 30, 2021. The plaintiff agreed to lease the
premises in its current condition. The lease explicitly
defined the use as a “karaoke type night club” with any
alterations to the design plan requiring the “written con-
sent of the [defendant].” The lease stated that the defen-
dant “covenants with the [plaintiff] that the [premises]
is in compliance with all governmental laws, regulations,
and ordinances; and thereafter [the plaintiff] shall, at its
own cost and expense . . . comply with all governmental
laws, ordinances, orders and regulations affecting the
[premises] now in force . . . .”
The plaintiff made all required payments pursuant to
the lease to the defendant from the beginning of the lease
period to February, 2019. In March, 2019, the plaintiff
failed to timely pay rent, and the defendant commenced a
summary process action against the plaintiff. The plain-
tiff was defaulted for failure to appear in the summary
process action, and the court subsequently rendered a
Karaoke Heroes NH, LLC v. RVRM Enterprises, LLC

default judgment of possession in favor of the defen-
dant. The defendant obtained an execution of judgment,
which was served at the premises on July 24, 2019. The
marshal executed the judgment on the same day, which
execution was defective due to lack of sufficient notice.
The plaintiff was removed from the premises despite
the notice defect.
In August, 2019, the plaintiff appeared in the summary
process action and moved for a writ of audita querela, for
temporary injunctive relief, for sanctions, and to quash
the execution.7 At the hearing on the plaintiff’s motion,
the defendant “learned that the state marshal’s execu-
tion of the judgment of possession was defective, insofar
as sufficient notice had not been provided to the plain-
tiff; as a result, the defendant decided to withdraw the
first summary process action.” Also at the hearing, the
defendant and Kirk’s learned that the plaintiff did not
have a written license agreement for the parking space
into which the premises’ emergency exit door opened.
After the defendant withdrew the first summary pro-
cess action, the plaintiff regained possession of the prem-
ises and resumed business. The defendant attempted to
“reinstate the plaintiff’s lease, which it believed, in good
faith, had been terminated by the [March, 2019] notice
to quit.” The plaintiff did not respond to the defendant’s
proposed lease reinstatement. “The plaintiff recom-
menced making . . . monthly payments to the defendant
in August, 2019, which were made until January, 2020,
after which the payments ceased.”
After learning that there was “no written license agree-
ment between the plaintiff and Kirk’s regarding the
7
A writ of audita querela “is a remedy granted in favor of one against
whom execution has issued on a judgment, the enforcement of which
would be contrary to justice because of (1) matters arising subsequent
to its rendition, (2) prior existing defenses that were not available to the
judgment debtor in the original action, or (3) the judgment creditor’s
fraudulent conduct or circumstances over which the judgment debtor
had no control.” (Internal quotation marks omitted.) No. 2 Fraser Place
Condominium Assn., Inc. v. Mathis, 225 Conn. App. 534, 543, 316 A.3d
813, cert. denied, 350 Conn. 905, 323 A.3d 342 (2024).
Karaoke Heroes NH, LLC v. RVRM Enterprises, LLC

required access to the parking lot,” Kirk’s proposed a
new license agreement with the plaintiff for continued
emergency exit access. The proposed license agreement
“was somewhat more favorable” to Kirk’s, and the mem-
bers of Kirk’s, MRVR, LLC, and McLaughlin, agreed
that “Kirk’s would not accept the plaintiff’s tender . . .
in August, 2019, absent a written license agreement.”
Kirk’s, through counsel, sent the plaintiff a letter, stat-
ing that the plaintiff had until January 1, 2020, “to
enter into [a] new license agreement with [Kirk’s]. If an
acceptable agreement is not reached, [Kirk’s] intend[s] to
remove the bollards and resume using the space in front
of the door. Again, any entry [onto] [Kirk’s] property will
be treated as a trespass.” The plaintiff refused to sign the
proposed license agreement and did not otherwise nego-
tiate with Kirk’s for a new agreement. “Kirk’s reported
to the New Haven Fire Department that the plaintiff no
longer had a right of egress from the back door of the
premises to the parking lot. The plaintiff ceased full
business operations at the premises in August, 2019.
“Thereafter, the plaintiff learned that the bollards
were going to be removed, and the plaintiff sought a
temporary injunction from the Superior Court, asking
the court to enjoin the defendant from restricting the
plaintiff’s access to the rear fire door opening onto the
parking lot. . . . The court . . . entered a temporary injunc-
tion on October 31, 2019, which reads, in part: `[T]he
defendant . . . and each of its officers, servants, agents,
and employees are commanded, enjoined and restrained,
wholly and absolutely, from preventing the plaintiff’s
access to the emergency egress through the fire door on
the premises that are the subject of the lease agreement
between the parties during the pendency of this action
and under further order of the court.’ Despite this order,
and after its issuance, Kirk’s removed the parking bol-
lards in front of the egress door in January, 2020; it did
so, in part, based upon the belief that the order applied
to the defendant only, and not to Kirk’s.
Karaoke Heroes NH, LLC v. RVRM Enterprises, LLC

“As a result of the removal of the bollards, the fire
marshal did not renew the plaintiff’s liquor license,
effectively stopping the plaintiff from operating as a
karaoke-style nightclub and bar. Lebov removed his
equipment from the property in the early summer of
2020. Thereafter, the defendant instituted a second
eviction action against the plaintiff, based on no right or
privilege and lapse of time. The plaintiff agreed to leave
the premises and surrendered possession voluntarily. The
bollards were not reinstalled until after the plaintiff left
the premises.” (Citation omitted.)
The plaintiff commenced this action against the defen-
dant on February 10, 2020. The plaintiff’s operative
complaint, the third amended complaint, alleged four
counts.8 In count two, the plaintiff alleged that the defen-
dant breached the lease (1) by failing to lease the premises
in compliance with all relevant laws and regulations, as
required by § 10 of the lease; (2) by violating the plain-
tiff’s right of quiet enjoyment under § 28 of the lease by
filing the two summary process actions; and (3) by allow-
ing a third party, Kirk’s, to interfere with the plaintiff’s
quiet enjoyment of the premises, in violation of § 28 of
the lease.9 In count three, the plaintiff alleged that the
8
In count one, the plaintiff alleged abuse of process stemming from two
summary process actions brought by the defendant against the plaintiff
and the defendant’s alleged violation of an injunction. In count four,
the plaintiff alleged that the defendant breached the lease’s implied
covenant of good faith and fair dealing by commencing two summary
process actions against the plaintiff, damaging the plaintiff’s property
upon execution of the first summary process action, and interfering with
the plaintiff’s business and use of the premises. The plaintiff did not
appeal the court’s judgment as to counts one and four of its operative
complaint—the abuse of process and breach of the implied covenant of
good faith and fair dealing claims.
9
Section 10 of the lease provides in relevant part: “At the commence-
ment of this [l]ease, [the defendant] covenants with [the plaintiff] that
the [premises] is in compliance with all governmental laws, regulations,
and ordinances; and thereafter [the plaintiff] shall, at its own cost and
expense . . . comply with all governmental laws, ordinances, orders and
regulations . . . .”
Section 28 of the lease provides in relevant part: “The [defendant]
covenants with [the plaintiff] that . . . it will suffer and permit [the
plaintiff], upon paying the rents and performing all of the terms on its
Karaoke Heroes NH, LLC v. RVRM Enterprises, LLC

defendant violated CUTPA by removing the bollards
in the parking lot in violation of an injunction. By way
of relief, the plaintiff sought compensatory damages,
punitive damages, fees and costs.
On December 19, 2022, the defendant filed an answer,
special defense and a counterclaim. The defendant denied
liability and asserted seven special defenses.10 In its
counterclaim, the defendant alleged a single count of
breach of contract for failure to pay rent and utilities
owed under the lease. By way of relief, the defendant
sought compensatory damages for the unpaid rent and
utilities, interest, and attorney’s fees pursuant to § 23
of the lease.11 The plaintiff denied the allegations made
by the defendant in its counterclaim and raised three
special defenses.12
A court trial was held on February 15 and 16, and
April 9, 2024. Ronald, Richard, Lebov, Attorney Earl
Giovanniello, and Attorney Stuart Margolis testified at
trial. Following trial, the court rendered judgment for
the defendant on all counts of the plaintiff’s complaint.
Specifically, as to the plaintiff’s breach of contract claim,
part to be performed, to occupy, possess and enjoy said premises dur-
ing the term of the [l]ease without hindrance or molestation from the
[defendant] or any mortgage, ground [l]ease or agreements to which
this [l]ease is subordinated.”
10
The defendant’s first special defense alleged that the plaintiff failed
to mitigate damages. The second and third special defenses alleged
contributory negligence and comparative negligence on the part of the
plaintiff. The fourth special defense alleged a right of setoff or offset.
The fifth special defense alleged a breach of the lease. The sixth special
defense alleged that the COVID-19 pandemic and subsequent executive
orders issued by Governor Lamont were the substantial cause of the
plaintiff’s damages. The seventh special defense alleged immunity on the
basis of the conduct of state marshals acting in their official capacities.
11
Section 23 of the lease provides in relevant part that the plaintiff
“shall so pay all costs, expenses and reasonable attorney’s fees incurred
or paid by [the defendant] in successfully enforcing the terms of this
[l]ease.”
12
The plaintiff’s first special defense alleged constructive eviction
against the defendant. The second special defense alleged unclean hands.
The third special defense alleged the right of setoff. The plaintiff did
not appeal the judgment regarding its three special defenses.
Karaoke Heroes NH, LLC v. RVRM Enterprises, LLC

the court found that the monthly payments by the plain-
tiff to Kirk’s for “parking” continued the license agree-
ment between Kirk’s and the plaintiff’s predecessor on a
month-to-month basis between Kirk’s and the plaintiff.
The court found that the month-to-month license with
Kirk’s for the emergency exit egress rendered the prem-
ises compliant with “all governmental laws, regulations
and ordinances” at the time the lease commenced. After
the lease commenced, the lease explicitly made such
compliance the plaintiff’s responsibility. The court thus
found that the defendant did not breach § 10 of the lease.
As to count three, alleging a violation of CUTPA, the
court found that claim untenable in light of its finding
that the defendant “did not engage in wrongful conduct
with respect to the plaintiff’s tenancy . . . .” The court
did not address the defendant’s special defenses.
In addition, the court rendered judgment in favor of
the defendant on its breach of contract counterclaim.
Specifically, the court determined that the plaintiff
had breached the lease by failing to pay rent and utility
bills. The court rejected the plaintiff’s special defenses
of constructive eviction, unclean hands, and setoff. The
court thus awarded the defendant $93,905.40, plus costs,
expenses, and reasonable attorney’s fees. This appeal
followed.13
I
The plaintiff claims that the court incorrectly deter-
mined that the defendant did not breach the lease because
13
Although the plaintiff challenges the propriety of the court’s judg-
ment with respect to its breach of contract claim, the plaintiff has not
raised a distinct claim regarding the court’s judgment concerning
its right of quiet enjoyment claim. To the extent that the plaintiff
briefly references that ruling in its appellate brief, it does so only in
the context of its argument that the defendant’s alleged violation of
the injunction also violated CUTPA. The plaintiff has provided neither
citation to legal authority regarding its right of quiet enjoyment claim
nor analysis thereof. As such, we decline to consider the propriety of
the court’s judgment as to that claim, as it is inadequately briefed.
See Stubbs v. ICare Management, LLC, 198 Conn. App. 511, 529, 233
A.3d 1170 (2020) (“[a]nalysis, rather than mere abstract assertion, is
Karaoke Heroes NH, LLC v. RVRM Enterprises, LLC

the premises was compliant with all relevant laws and
regulations at signing.14 Specifically, the plaintiff con-
tends that the court’s determination is improper for two
reasons: (1) the court’s finding that an implied emergency
access license agreement existed between Kirk’s and the
plaintiff that rendered the premises compliant with all
relevant laws and regulations pursuant to § 10 of the lease
is clearly erroneous; and (2) the defendant was required
under the lease to provide the plaintiff with an egress
“sufficient to obtain a liquor license and run a place of
assembly . . . .” We disagree.
We begin with our standard of review. “The trier of
fact’s determination of a question of fact will not be
overturned unless it is clearly erroneous. . . . A finding
of fact is clearly erroneous when there is no evidence in
the record to support it . . . or when although there is
evidence to support it, the reviewing court on the entire
evidence is left with the definite and firm conviction that
a mistake has been committed. . . . Under the clearly erro-
neous standard of review, a finding of fact must stand
if, on the basis of the evidence before the court and the
reasonable inferences to be drawn from that evidence,
a trier of fact reasonably could have found as it did. .
. . In reviewing factual findings, [w]e do not examine
the record to determine whether the [court] could have
reached a conclusion other than the one reached. . . .
Instead, we make every reasonable presumption . . . in
required in order to avoid abandoning an issue by failure to brief the
issue properly” (internal quotation marks omitted)).
14
We note that it is unclear exactly what laws and/or regulations the
plaintiff claims the premises was not in compliance with at the start of
the lease. The court found that that the egress onto Kirk’s parking lot
was required by both the fire marshal and the liquor commission. In its
brief, the plaintiff argues that § 100.6.2.1 of the Connecticut Building
Code requires the premises to have two means of egress if it is to be used
as an assembly. Beyond that, the plaintiff never clarified what, if any,
additional laws or regulations the premises was in violation of at signing.
As such, we limit our review to the court’s determinations, specifically,
whether there existed a month-to-month license agreement between
Kirk’s and the plaintiff for use of the emergency exit and whether the
defendant was required to provide an agreement between Kirk’s and
the plaintiff under the express terms of the lease.
Karaoke Heroes NH, LLC v. RVRM Enterprises, LLC

favor of the trial court’s ruling.” (Citation omitted;
internal quotation marks omitted.) Giglio v. Ardohain,
233 Conn. App. 743, 752, 341 A.3d 272 (2025). Further-
more, “[a]s a reviewing court [w]e must defer to the trier
of fact’s assessment of the credibility of the witnesses
that is made on the basis of its firsthand observations of
their conduct, demeanor and attitude. . . . The weight
to be given to the evidence and to the credibility of the
witnesses is solely within the determination of the trier
of fact.” (Internal quotation marks omitted.) Burr v.
Grossman Chevrolet-Nissan, Inc., 224 Conn. App. 668,
681, 315 A.3d 414 (2024).
“[T]he standard of review for a lease, which is a con-
tract, is plenary. Although ordinarily the question of
contract interpretation, being a question of the parties’
intent, is a question of fact . . . [w]here there is definitive
contract language, the determination of what the parties
intended by their contractual commitments is a question
of law. . . . It is a general rule that a contract is to be inter-
preted according to the intent expressed in its language
and not by an intent the court may believe existed in the
minds of the parties. . . . When the intention conveyed
by the terms of an agreement is clear and unambiguous,
there is no room for construction. . . . [A] court cannot
import into [an] agreement a different provision nor can
the construction of the agreement be changed to vary
the express limitations of its terms.” (Citation omitted;
internal quotation marks omitted.) Pack 2000, Inc. v.
Cushman, 198 Conn. App. 428, 437–38, 234 A.3d 49,
cert. denied, 335 Conn. 965, 240 A.3d 283 (2020).
“The elements of a breach of contract claim are the
formation of an agreement, performance by one party,
breach of the agreement by the other party, and dam-
ages.” (Internal quotation marks omitted.) Ready v.
New Canaan, 232 Conn. App. 487, 495, 336 A.3d 1252
(2025). We note that the existence of a contract, includ-
ing an implied in fact contract, is a question of fact. See
Connecticut Light & Power Co. v. Proctor, 324 Conn. 245,
258, 152 A.3d 470 (2016) (“the existence of an implied
Karaoke Heroes NH, LLC v. RVRM Enterprises, LLC

in fact contract is a question of fact for the trier”). “A
manifestation of mutual assent may be made even though
neither offer nor acceptance can be identified and even
though the moment of formation cannot be determined.
. . . Parties are bound to the terms of a contract even
though it is not signed if their assent is otherwise indi-
cated. . . . In addition, [w]hat the parties intended to
encompass in their contractual commitments is a ques-
tion of the intention of the parties, and an inference
of fact.” (Citations omitted; internal quotation marks
omitted.) Original Grasso Construction Co. v. Shepherd,
70 Conn. App. 404, 411, 799 A.2d 1083, cert. denied,
261 Conn. 932, 806 A.2d 1065 (2002).
A
The plaintiff first argues that the court’s findings
regarding the existence of an implied emergency access
license agreement between Kirk’s and the plaintiff and
that such agreement rendered the premises compliant
with all relevant laws and regulations pursuant to § 10
of the lease are clearly erroneous. We disagree.
The lease provides that the defendant “covenants with
the [plaintiff] that the [premises] is in compliance with
all governmental laws, regulations, and ordinances;
and thereafter [the plaintiff] shall, at its own cost and
expense . . . comply with all governmental laws, ordi-
nances, orders and regulations affecting the [premises]
. . . .” The original license agreement between Karaoke
Heroes, LLC, and Kirk’s provided for emergency access
and rendered the premises compliant with relevant laws
and regulations to operate as a karaoke bar. Lebov testi-
fied that, as manager of Karaoke Heroes, LLC, he paid
Kirk’s a monthly fee for this license agreement. Lebov
further testified that, as owner and operator of the plain-
tiff, he continued to make monthly payments to Kirk’s
for “parking.” Lebov, however, testified that he was
never made aware of the license agreement between
Karaoke Heroes, LLC, and Kirk’s when he managed the
day-to-day operations of Karaoke Heroes, LLC. He also
said he was not aware that the plaintiff needed a license
Karaoke Heroes NH, LLC v. RVRM Enterprises, LLC

agreement with Kirk’s for an emergency exit egress to
continue operating as a karaoke bar. The court specifically
discredited Lebov’s testimony that he was both unaware
of the license agreement and that he was unaware of the
need for the license agreement to run his karaoke bar.
Richard and Ronald both testified that the premises
complied with all applicable laws and regulations at the
time the parties entered into the lease. When Kirk’s
became aware that no written license agreement existed
between the plaintiff and Kirk’s, it drafted a new agree-
ment to ensure that the plaintiff continued to have an
egress in compliance with the fire department’s require-
ments. To that end, the court determined that the license
agreement between the plaintiff’s predecessor and Kirk’s
continued on a month-to-month basis between the plain-
tiff and Kirk’s due to Lebov’s continued payment and
Kirk’s continued acceptance of the monthly license fee.
Specifically, the court found that this agreement “existed
as a result of the parties’ conduct in the surrounding
circumstances . . . and the plaintiff’s delivery and Kirk’s
acceptance of monthly checks.” As such, the court con-
cluded, and we agree, that an implied agreement existed
between Kirk’s and the plaintiff. See Connecticut Light
& Power Co. v. Proctor, supra, 324 Conn. 258; Original
Grasso Construction Co. v. Shepherd, supra, 70 Conn.
App. 411. The court therefore determined that the prem-
ises was compliant with all relevant laws and regulations
at signing, as required by the defendant’s covenant in
§ 10 of the lease.15 On the basis of our careful review of
15
In other words, the plaintiff began conducting its business with
access to the emergency egress. During this time, it paid Kirk’s a
monthly fee for “parking,” which gave it access to the parking space
with bollards on it for an emergency exit egress. On July 6, 2018, the
plaintiff signed the operative lease with the defendant, while retaining
access to the parking lot through the continued payments to Kirk’s for
“parking.” This arrangement continued well after the commencement of
that lease, at which point the plaintiff assumed responsibility to comply
with all relevant laws and regulations pursuant to § 10 of the lease. Only
after Kirk’s learned that there was no formal, written license agree-
ment between itself and the plaintiff did it decide either to reinstate a
formal, written license agreement or to terminate the plaintiff’s then
existing license. As the court noted, “Kirk’s had the right to terminate
Karaoke Heroes NH, LLC v. RVRM Enterprises, LLC

the record, we cannot conclude that the court’s findings
regarding the license agreement and the premises’ com-
pliance with applicable laws and regulations at signing
are clearly erroneous.
B
The plaintiff next argues that the defendant was
required to provide the plaintiff with an egress agree-
ment with Kirk’s under the lease and its failure to do so
constituted a breach of § 10 of the lease. We disagree.
The lease does not explicitly require the defendant to
provide an egress agreement for the plaintiff. The only
ingress and egress explicitly mentioned in the lease is
the entrance accessed through the alley entryway, not
the emergency exit through the parking lot.16 The lease,
likewise, explicitly required the plaintiff to be respon-
sible to ensure that the premises was compliant with all
applicable laws and regulations after signing.
Although, as the plaintiff argues, tenants have a
right of ingress and egress in rented premises, that does
not mean that a tenant has a right to specific ingress
and egress, as the plaintiff claims.17 It is clear that the
the plaintiff’s license [for] egress into the parking lot, which was being
paid for on a month-to-month basis.”
16
The plaintiff seems to conflate the alley entryway, as described by
the lease, and the emergency exit door accessed through the parking
lot. Richard’s testimony at trial, however, clearly notes that there
are at least two entryways to the premises, an alley entryway and the
emergency exit door.
17
The plaintiff cites Martel v. Malone, 138 Conn. 385, 85 A.2d 246
(1951), for the proposition that a landlord is required to provide ingress
and egress to rented premises and, on the basis of that requirement,
argues that the defendant in this case was required to broker an agree-
ment with Kirk’s for the plaintiff for the emergency exit egress. In
Martel, however, our Supreme Court stated that the “only means of
access or egress”; id., 389; to a second floor apartment must be included
in the implied terms of lease as it would be irrational to “say that the
[tenant’s] section of the building was rented to him but that the steps
leading from it were not . . . .” (Internal quotation marks omitted.) Id.,
390. We do not read Martel to require the defendant, in this case, to
broker an emergency access agreement on behalf of the plaintiff with
a nonparty.
Karaoke Heroes NH, LLC v. RVRM Enterprises, LLC

plaintiff’s means of ingress and egress was through the
alley entryway. Moreover, we are aware of no authority,
nor has the plaintiff provided any, in which a landlord
was required to broker agreements with nonparties to
ensure that the tenant had an additional means of egress
through a nonparty’s property throughout the duration
of the tenant’s lease. We are further mindful that, when
reading the lease, we “cannot import into [it] a differ-
ent provision . . . .” (Internal quotation marks omitted.)
Pack 2000, Inc. v. Cushman, supra, 198 Conn. App. 438.
As a result, the defendant’s failure to broker such an
agreement did not constitute a violation of § 10 of the
lease. Accordingly, we conclude that the court properly
determined that the defendant did not breach § 10 of
the lease.
II
The plaintiff claims that the defendant violated CUTPA
when Kirk’s removed the bollards from the parking space
in violation of an injunction.18 We disagree.
“In determining whether a tenant can prevail in her
claim for damages under CUTPA, the court must first
18
The plaintiff seems to argue that the defendant should be held in civil
contempt for Kirk’s violation of the court’s injunctive order. Because
the plaintiff did not claim civil contempt before the trial court, did
not move for contempt with the court that issued the injunction, and
mentions contempt for the first time on appeal, we decline to address
this claim. “It is well established that an appellate court is under no
obligation to consider a claim that is not distinctly raised at the trial
level. . . . The requirement that [a] claim be raised distinctly means that
it must be so stated as to bring to the attention of the court the precise
matter on which its decision is being asked. . . . The reason for the rule
is obvious: to permit a party to raise a claim on appeal that has not been
raised at trial—after it is too late for the trial court or the opposing
party to address the claim—would encourage trial by ambuscade, which
is unfair to both the trial court and the opposing party.” (Emphasis
omitted; internal quotation marks omitted.) Martin v. Todd Arthurs
Co., 225 Conn. App. 844, 854–55, 317 A.3d 98 (2024).
The plaintiff also argues that the defendant violated its landlord
responsibilities as found in the General Statutes. The plaintiff did not
raise any specific violations of the General Statutes at trial, other than
the emergency exit egress as discussed in part I of this opinion. The plain-
tiff, likewise, failed to identify which statutes the defendant allegedly
Karaoke Heroes NH, LLC v. RVRM Enterprises, LLC

find that the landlord’s conduct at issue constitutes an
unfair or deceptive trade practice. . . . It is well settled
that whether a defendant’s acts constitute . . . deceptive
or unfair trade practices under CUTPA, is a question
of fact for the trier, to which, on appellate review, we
accord our customary deference. . . .
“[General Statutes §] 42-110b (a) provides that [n]o
person shall engage in unfair methods of competition and
unfair or deceptive acts or practices in the conduct of any
trade or commerce. It is well settled that in determining
whether a practice violates CUTPA we have adopted
the criteria set out in the cigarette rule by the [F]ederal
[T]rade [C]ommission for determining when a practice is
unfair: (1) [W]hether the practice, without necessarily
having been previously considered unlawful, offends
public policy as it has been established by statutes, the
common law, or otherwise—in other words, it is within
at least the penumbra of some [common-law], statutory,
or other established concept of unfairness; (2) whether
it is immoral, unethical, oppressive, or unscrupulous;
(3) whether it causes substantial injury to consumers,
[competitors or other businesspersons]. . . . All three
criteria do not need to be satisfied to support a finding
of unfairness. A practice may be unfair because of the
degree to which it meets one of the criteria or because
to a lesser extent it meets all three. . . . Thus a viola-
tion of CUTPA may be established by showing either an
actual deceptive practice . . . or a practice amounting to
a violation of public policy. . . . In order to enforce this
prohibition, CUTPA provides a private cause of action to
[a]ny person who suffers any ascertainable loss of money
or property, real or personal, as a result of the use or
employment of a [prohibited] method, act or practice . .
. .” (Citations omitted; internal quotation marks omit-
ted.) Freidburg v. Kurtz, 210 Conn. App. 420, 432–33,
270 A.3d 135 (2022). “To the extent that [an appellant]
is challenging the trial court’s interpretation of CUTPA,
our review is plenary. . . . [W]e review the trial court’s
violated in its principal brief to this court. We decline to address this
additional claim as it has been raised for the first time on appeal. See id.
Karaoke Heroes NH, LLC v. RVRM Enterprises, LLC

factual findings under a clearly erroneous standard.”
(Internal quotation marks omitted.) National Waste
Associates, LLC v. Scharf, 183 Conn. App. 734, 751,
194 A.3d 1 (2018).
The court expressly found that “the defendant did not
engage in wrongful conduct with respect to the plaintiff’s
tenancy . . . .” As such, the court determined that the
plaintiff failed “to demonstrate that the defendant’s
conduct offends public policy, is immoral, unethical,
oppressive or unscrupulous, or caused substantial injury
to consumers. As a result, the plaintiff’s CUTPA claim
fails.” We are not persuaded that the court’s finding was
clearly erroneous. Further, the plaintiff has not estab-
lished that the defendant engaged in any unfair, illegal,
wrongful, immoral, or injurious behavior against the
plaintiff. Arguably, at most, Kirk’s, a nonparty, violated
the injunction and thus engaged in the complained of
conduct, not the defendant. Accordingly, we conclude
that the court properly determined that the defendant
did not engage in any behavior that would constitute a
CUTPA violation.19
The judgment is affirmed.
In this opinion the other judges concurred.
19
We reiterate that the plaintiff commenced this action against only
the defendant. The injunction does not name Kirk’s or any of the enti-
ties that own or operate the parking lot. Although there is a similar-
ity of ownership, on one level, between Kirk’s and the defendant, the
defendant is not directly connected to Kirk’s or the parking lot, only the
defendant’s owners are connected to the parking lot. As discussed, the
defendant is owned by the LoRicco siblings in equal shares. 210 Crown
Street, LLC, which owns the parking lot, is owned by MRVR, LLC (51
percent), and McLaughlin (49 percent). Kirk’s is likewise owned by
MRVR, LLC (51 percent), and McLaughlin (49 percent). MRVR, LLC,
is owned by the LoRicco siblings in equal shares. Thus, the defendant
is an entirely distinct entity from the owner of the company that owns
the parking lot, MRVR, LLC, the owner of the parking lot, 210 Crown
Street, LLC, and the operator of the parking lot, Kirk’s. Moreover,
McLaughlin operates Kirk’s day-to-day business, not MRVR, LLC, or
the LoRicco siblings.
Although the plaintiff recognizes that “Kirk’s is the offending party,”
it argues that the court’s determination “fails to consider who actually
controls the majority interest of Kirk’s and what they were personally
Karaoke Heroes NH, LLC v. RVRM Enterprises, LLC

restrained from doing.” We are perplexed by the plaintiff’s argument,
as the plaintiff has not argued or pleaded that the various nonparty
limited liability companies, notably Kirk’s, are mere shells or alter egos
of either the defendant or the individuals who own and operate them.
Specifically, the plaintiff failed to plead or introduce facts necessary to
pierce the defendant’s corporate veil through either the instrumentality
test or the identity test. See, e.g., Morris v. Cee Dee, LLC, 90 Conn.
App. 403, 414–15, 877 A.2d 899 (defining two rules to set aside protec-
tion of corporate form for limited liability companies), cert. granted in
part, 275 Conn. 929, 883 A.2d 1245 (2005) (appeal withdrawn March
13, 2006). As such, even if we were to conclude that Kirk’s had violated
the injunction, we fail to see how that would entitle the plaintiff to any
practical relief against the defendant in the present case.