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*********************************************** 
DOMINICK BOCCANFUSO ET AL. v.

NADER DAGHOGHI ET AL.

(SC 20397)

Robinson, C. J., and Palmer, McDonald, D’Auria,

Mullins, Kahn and Ecker, Js.*

Syllabus

The plaintiff landlords sought to regain possession of certain real property

from the defendant tenants on the ground of nonpayment of rent. The

parties had executed a commercial lease for the property. The property

previously had been used as an automobile sales and repair facility, but

the defendants intended to operate a retail rug gallery and a restaurant

on the premises. The defendants started making monthly rent payments

but stopped approximately five months later. At that time, the defendants

had not completed their planned renovations to the premises and had not

obtained the certificates of occupancy required to open the businesses.

Meanwhile, without informing the defendants, the plaintiffs had been

remediating the property of certain environmental contamination in

accordance with a stipulated judgment with the Department of Energy

and Environmental Protection. After the defendants failed to pay rent

for three consecutive months, the plaintiffs served them with a notice

to quit, and, when the defendants failed to vacate the premises, the

plaintiffs commenced this summary process action. The defendants

asserted several special defenses, including equitable nonforfeiture. At

trial, two of the defendants testified that the defendants had stopped

paying rent because it was the only way they could stay in business

and to draw the plaintiffs’ attention to their difficulties. The trial court

rendered judgment of possession for the plaintiffs, concluding, inter

alia, that the equitable nonforfeiture defense did not apply because the

defendants had intentionally breached the lease. Specifically, the court

rejected the defendants’ claims that they had a good faith intent to

comply with, and a good faith dispute over the meaning of, the lease. The

court found that the defendants’ alleged concerns about environmental

contamination, which the defendants claimed justified their withholding

of rent, were pretextual, and that the defendants’ nonpayment actually

was motivated by the costs and difficulties arising from the delay in

renovating and occupying the premises. The Appellate Court affirmed

the trial court’s judgment, and the defendants, on the granting of certification, appealed to this court. Held that the trial court did not abuse

its discretion in rejecting the defendant’s equitable nonforfeiture

defense, and, accordingly, the Appellate Court properly affirmed the

trial court’s judgment; because the defendants intentionally withheld

rent on pretextual grounds and in the absence of any good faith dispute

over the terms of the lease, it was within the trial court’s equitable

discretion to determine that the defendants acted wilfully in not paying

rent and to deny them equitable relief from forfeiture of the premises.

Submitted on briefs May 8—officially released September 30, 2020**

Procedural History

Summary process action, brought to the Superior

Court in the judicial district of Stamford-Norwalk,

Housing Session at Norwalk, and tried to the court,

Rodriguez, J.; judgment for the plaintiffs, from which

the defendants appealed to the Appellate Court; thereafter, the court, Rodriguez, J., issued articulations of

its decision; subsequently, the Appellate Court, Keller,

Prescott and Pellegrino, Js., affirmed the trial court’s

judgment, and the defendants, on the granting of certification, appealed to this court. Affirmed.

Ryan P. Driscoll filed a brief for the appellants
(defendants).

Matthew B. Woods filed a brief for the appellees

(plaintiffs).
Opinion

ECKER, J. The issue in this certified appeal is whether

the trial court properly rejected the defendants’ claim

that the doctrine of equitable nonforfeiture should have

operated to prevent their eviction in a summary process

action for nonpayment of rent under the terms of a

commercial lease. The defendants, Nader Daghoghi

(Nader), Sassoon Daghoghi (Sassoon), and 940 Post

Road East, LLC, doing business as Savoy Rug Gallery,

appeal from the judgment of the Appellate Court, which

affirmed the trial court’s judgment of possession rendered in favor of the plaintiffs, Dominick Boccanfuso

(Dominick), Crescienzo Boccanfuso, and Boccanfuso

Bros., Inc. (plaintiff corporation). The defendants claim

that the Appellate Court improperly affirmed the judgment of the trial court denying the defendants equitable

relief from forfeiture of their tenancy. We affirm the

judgment of the Appellate Court.

I

The following facts1 and procedural history are relevant to this appeal. The plaintiff corporation owns commercial property located at 936-940 Post Road East in

Westport. From 1970 until January 14, 2014, the premises were used as an automotive repair and sales shop.

Two underground storage tanks were located on the

property: a 2000 gallon tank used to store gasoline and

a 330 gallon tank used to store waste oil.

On May 4, 2010, an inspector from the Department

of Energy and Environmental Protection (DEEP)2 conducted a compliance inspection of the 2000 gallon tank.

The inspector found that an automatic tank gauging

system and probes needed to be installed and that ‘‘no

annual cathodic protection test [is] being conducted

on the tank and associated product line piping.’’ The

inspector’s report identified nine ‘‘potential violations’’

of state law on the basis of these findings. On July 15,

2010, the DEEP inspector conducted a ‘‘[f]ollow-up’’

compliance audit during which the inspector informed

the plaintiffs that the cathodic protection of the tank

needed to be tested annually. The inspector’s report

indicated that one of the plaintiffs ‘‘stated [that] he will

call [a] contractor and inform me who[m] he selected

to [test the cathodic protection].’’ On March 3, 2011, a

second DEEP inspector found that the violations had

not been addressed. The inspector had a conversation

with Dominick, during which Dominick stated that he

would hire a contractor to test the tank and piping for

corrosion protection. The inspector informed Dominick

that the tank was in ‘‘temporary closure status’’ until

it was either brought into compliance or permanently

removed. (Internal quotation marks omitted.) The

inspector cited six ‘‘potential violations’’ on the basis

of his findings.

On April 27, 2011, the plaintiffs hired Absolute Tank
Testing, Inc. (Absolute Tank), to conduct a cathodic

protection test of the 2000 gallon tank. Absolute Tank

subsequently sent a letter to Dominick on May 1, 2011,

advising him that the tank had ‘‘passed’’ the test but

that the lines connected to the tank had ‘‘fail[ed]’’ the

test. Absolute Tank recommended that the plaintiffs

retain a cathodic protection engineer to confirm the

readings and make recommendations accordingly. On

October 31, 2011, Dominick received a second letter

from Absolute Tank advising him that soil samples

taken from the area surrounding the 2000 gallon tank

contained ‘‘detectable concentrations of [Extractable

Total Petroleum Hydrocarbons at] 540 parts per million’’ and that DEEP had been notified.3

In March, 2013, Giuseppe Boccanfuso (Giuseppe),

Dominick’s nephew, removed the 2000 gallon tank.

Afterward, Connecticut Tank Removal, Inc. (Connecticut Tank), conducted soil sampling of the area where

the tank had been located. The sample ‘‘indicate[d] elevated levels of contaminants . . . .’’ Approximately

one year later, in March or April of 2014, Giuseppe

removed the 330 gallon tank, as well. Giuseppe was not

licensed to remove these tanks, and neither he nor the

plaintiffs notified DEEP of their removal.

Meanwhile, in 2012, the parties began discussing a

potential lease of the premises and the defendants’

intention to operate a retail rug gallery and a Subway

sandwich restaurant thereon. The parties agreed that

the defendants would make significant renovations to

the premises in preparation for operating these businesses. To undertake these renovations, the defendants

were required to obtain building permits and certificates of occupancy for each business. At some point

during the discussions over the proposed lease, Nader

asked Dominick whether any environmental contamination was present on the property. Nader and his

brother Sassoon had experienced environmental issues

in the past with a different property that, like the premises at issue, also had been an automobile repair business, and they wanted to ensure there would be no

similar problems with the leased premises. Dominick

did not inform Nader of the presence of the tanks, the

results of the DEEP inspections, the testing performed

by Absolute Tank, or any potential contamination on

the site.4

Richard H. Girouard, Sr., the property manager for the

plaintiffs, served as the leasing agent for the premises.

Girouard drafted and negotiated the terms of the lease

on behalf of the plaintiffs. In addition, distinct from his

role as the plaintiffs’ leasing agent, Girouard offered to

consult with the defendants regarding the renovation

and permitting of the premises. Prior to the execution

of the lease, the defendants and Girouard memorialized,

in a letter dated October 29, 2013, their agreement that

Girouard would provide ‘‘consulting [and] design ser-
vices’’ for the renovations and permitting process.5

These services included ‘‘[a]ssist[ing] [the] owners6in

overseeing demolition [and] renovation of [the premises],’’ ‘‘[s]chedul[ing] and oversee[ing] necessary

inspections,’’ facilitating the ‘‘[p]ermitting process for

[e]ngineering, [b]uilding, [z]oning [and] [f]ire [d]epartments,’’ and ‘‘[p]repar[ing] for permits, inspections,

etc.’’ (Footnote added.) The defendants agreed to pay

Girouard $22,500 for these services.

On November 22, 2013, the parties entered into a

lease for the premises. The term of the lease was for

five years, with an option to extend for five additional

five year terms. Under the lease, the defendants would

assume ‘‘the sole responsibility for all expenses and

costs associated with the [p]remises . . . .’’ The lease

provided, however, that the plaintiffs were ‘‘responsible

for any environmental issues which may arise with the

[premises].’’ The monthly rent was $16,388, payment of

which would commence on the earlier of (1) the date

on which the defendants opened for business, or (2)

the 180th day after a fully executed lease was delivered

to the defendants.

After the execution of the lease, the defendants began

preparations to renovate the premises. In December,

2013, Girouard provided renovation plans to the defendants, which they approved. Girouard also solicited

bids from prospective contractors for the renovation

project. As work on the renovations progressed, Girouard signed applications for the relevant permits and

had discussions with various officials, including representatives of Westport’s planning and zoning, conservation, and engineering departments.

The 180th day following the delivery of the executed

lease to the defendants occurred on May 21, 2014. At

that point, no building permit for the retail rug gallery

or the Subway restaurant had yet been issued. Consequently, no construction renovations had begun. On

May 28, 2014, Girouard sent a letter to Nader and Sassoon indicating that the first rent payment was due on

June 1, 2014. Thereafter, the plaintiffs agreed to grant

the defendants a five week rent concession. In a letter

dated June 27, 2014, Girouard informed the defendants

that the first rent payment was due by July 10, 2014.

Girouard also informed the defendants that the plaintiffs wanted Girouard to ‘‘exclusively handle all future

lease and building matters and do not want to be called

or visited at their residences or place of business.’’ In

a letter dated July 1, 2014, the plaintiffs informed the

defendants that ‘‘[n]o further concessions of any kind

will be granted and [the plaintiffs] are fully expecting

rental payments to begin July [1].’’ The defendants made

the July rent payment and continued paying rent

through November, 2014.

On June 11, 2014, the defendants obtained a building

permit for the retail rug gallery portion of the premises.
Renovations on that portion of the site began some

time in July, 2014. On July 1, 2014, however, DEEP

issued an enforcement order finding environmental

contamination on the property based on the results of

the tests performed by Absolute Tank and Connecticut

Tank. The order expressed DEEP’s conclusion that ‘‘an

unpermitted discharge has occurred at the [s]ite, constituting violations of [state regulations and state law],’’

and ordered the plaintiffs to retain a licensed environmental professional to oversee the remediation of the

contamination. The plaintiffs did not notify the defendants of DEEP’s order. The plaintiffs addressed the

contamination at their own expense, and the property

was remediated in accordance with a stipulated judgment that had entered in a separate civil action commenced by DEEP against the plaintiff corporation.

A letter dated August 1, 2014, memorialized a second

agreement between Girouard and the defendants for

‘‘additional services to be rendered’’ on the Subway

portion of the premises. This letter established that

Girouard would procure various approvals and permits,

including planning and zoning approval, for modifications made to the previously approved building plans.

Girouard would also ‘‘[o]btain planning [and] zoning

approval for retail food use.’’ In exchange, the defendants would pay Girouard an additional $9000.

On September 15, 2014, the defendants obtained a

building permit for the Subway portion of the premises.

The defendants continued to pay monthly rent through

November, 2014, but stopped paying rent in December.

At that point, the renovations of the premises remained

incomplete, and the defendants, through Girouard, still

had not yet obtained certificates of occupancy for either

the retail rug gallery or the Subway portions of the

premises. The defendants also failed to pay rent in January and February, 2015. On January 7, 2015, the plaintiffs

served a notice to quit on Sassoon, thereby terminating

the lease.

Despite the notice to quit, the defendants did not

vacate the premises. Renovations continued, and the

defendants obtained a certificate of occupancy for the

rug gallery portion of the premises in February, 2015.

They opened the rug gallery for business on March

1, 2015. Also in March, the defendants began making

monthly use and occupancy payments to the plaintiffs

in the amount of $16,338 per month. They obtained a

certificate of occupancy for the Subway portion of the

premises on June 5, 2015.

The plaintiffs initiated this summary process action

after the defendants did not vacate the premises by the

date specified in the notice to quit. The defendants

raised six special defenses in response to the plaintiffs’

complaint, including the special defense of equitable

nonforfeiture. The parties filed a joint stipulation of

facts on May 19, 2015, and a trial occurred over three
days. At trial, Nader and Sassoon testified that they

decided to stop paying rent for a number of reasons,

including that ‘‘this was the only way [they] could stay in

business,’’ that they ‘‘were trying to draw [the plaintiffs’]

attention to what [they were] facing,’’ and that they

‘‘were fearful [that], if [their franchisor] Subway for

any reason [got] involved with this contamination and

violations, where would [they] stand?’’

The trial court rendered judgement of possession for

the plaintiffs. The trial court’s written order explained:

‘‘The court finds [that] the defendant[s] [have] breached

the lease for nonpayment of rent. . . . The elements

necessary to sustain the defense of equitable nonforfeiture do not exist in this case because the defendant[s]

caused the breach intentionally. That finding alone

negates any finding of equitable nonforfeiture.’’ The

defendants appealed to the Appellate Court. The defendants filed a motion for articulation, seeking, among

other things, clarification of the factual basis for the

trial court’s determination that they had failed to meet

their burden of proof on their special defense of equitable nonforfeiture. The motion for articulation included

a request that the trial court articulate whether the

court considered evidence that the defendants’ failure

to pay rent was accompanied by a good faith intent to

comply with the terms of the lease or a good faith

dispute over the meaning of the lease. The trial court

denied the motion for articulation without comment.

The defendants filed a motion for review of the trial

court’s denial of their motion for articulation with the

Appellate Court. The Appellate Court granted the

motion for review in part, ordering the trial court to,

inter alia, ‘‘articulate . . . whether it considered the

defendants’ good faith intent to comply with the lease

and their good faith dispute over the meaning of the

lease in reaching its decision on the special defense of

equitable nonforfeiture and, if so, how its consideration

of these matters impacted its decision on the defendants’ special defense of equitable nonforfeiture

. . . .’’ The trial court issued an articulation in which it

articulated a number of factual findings and explained:

‘‘The trial court considered and rejected [the] defendants’ claimed good faith intent to comply with the

lease and also rejected the defendants’ alleged good

faith dispute over the meanings of the lease. The defendants were well-advised of the property and were illadvised by their counsel to withhold rent and breach

their obligation to pay rent to the plaintiff[s].’’

Unsatisfied, the defendants filed a second motion for

review of the trial court’s articulation. The Appellate

Court thereafter issued a second order for articulation,

in terms substantially similar to the first order. The trial

court responded with a supplemental articulation. The

supplemental articulation stated: ‘‘The defendants’

alleged concerns about the contamination [were] pre-
textual, since neither the contamination nor the remediation had any effect on the critical path of the defendants’ renovations to the property. The defendants’ real

issue centers on the delays in renovation and, therefore,

in openings of business operations, beyond the rental

grace period, thereby obligating them to pay rent under

the lease and to their existing landlords. The plaintiffs

were not responsible for the delays [under the terms

of the lease].

* * *

‘‘The defendants failed to prove that they were justified in withholding the rent because of the contamination issues affecting the subject premises. . . . [T]he

plaintiffs . . . did promptly take steps to address the

environmental issues affecting the exterior of the property, as required by [the lease]. . . . The defendants

suffered no detriment as a result of the contamination

and remediation. They failed to offer any evidence that

they ever even complained about the contamination

and remediation until they filed their answer in this

case on March 24, 2015.’’ In support of its conclusion

that the contamination and remediation did not cause

any detriment to the defendants, the trial court

explained that ‘‘[n]either the contamination itself nor

the remediation thereof affected the renovation time

line of the retail [rug gallery] space or the Subway space;

nor did the contamination and remediation affect the

operation of either business.’’

The Appellate Court affirmed the judgment of the

trial court. See Boccanfuso v. Daghoghi, 193 Conn. App.

137, 140, 171, 219 A.3d 400 (2019). The defendants petitioned for certification to appeal to this court, and we

granted certification, limited to the following issue: ‘‘Did

the Appellate Court properly uphold the trial court’s

judgment in favor of the plaintiffs and the denial of the

defendants’ special defense of equitable nonforfeiture?’’

Boccanfuso v. Daghoghi, 333 Conn. 943, 219 A.3d 373

(2019).

II

On appeal, the defendants claim that the Appellate

Court improperly affirmed the trial court’s judgment

rejecting their special defense of equitable nonforfeiture and granting possession of the premises to the

plaintiffs. The defendants argue that their failure to pay

rent was not properly considered ‘‘wilful,’’ as that term

is understood under the doctrine of equitable nonforfeiture. The plaintiffs contend in response that the Appellate Court properly affirmed the trial court’s judgment

because the defendants’ failure to pay rent was wilful.

We agree with the plaintiffs that the trial court did not

abuse its discretion when it rejected the defendants’

defense of equitable nonforfeiture on the facts of this

case and, therefore, affirm the judgment of the Appellate Court.
Our standard of review is clear. ‘‘We employ the abuse

of discretion standard when reviewing a trial court’s

decision to exercise its equitable powers. . . .

Although we ordinarily are reluctant to interfere with

a trial court’s equitable discretion . . . we will reverse

where we find that a trial court acting as a court of

equity could not reasonably have concluded as it did

. . . or to prevent abuse or injustice. . . . In reviewing

claims of error in the trial court’s exercise of discretion

in matters of equity, we give great weight to the trial

court’s decision. . . . [E]very reasonable presumption

should be given in favor of its correctness.’’ (Citations

omitted; internal quotation marks omitted.) Presidential Village, LLC v. Phillips, 325 Conn. 394, 407, 158

A.3d 772 (2017). We remain mindful that ‘‘[o]ur practice

in this [s]tate has been to give a liberal interpretation

to equitable rules in working out, as far as possible, a

just result . . . .’’ (Internal quotation marks omitted.)

19 Perry Street, LLC v. Unionville Water Co., 294 Conn.

611, 630, 987 A.2d 1009 (2010).

‘‘The doctrine of equitable nonforfeiture is a defense

implicating the right of possession that may be raised

in a summary process proceeding, and is based on the

principle that [e]quity abhors . . . a forfeiture.’’ (Internal quotation marks omitted.) Connecticut Light &

Power Co. v. Lighthouse Landings, Inc., 279 Conn. 90,

106 n.15, 900 A.2d 1242 (2006). ‘‘Equitable principles

barring forfeitures may apply to summary process

actions for nonpayment of rent if: (1) the tenant’s

breach was not [wilful] or grossly negligent; (2) upon

eviction the tenant will suffer a loss wholly disproportionate to the injury to the landlord; and (3) the landlord’s injury is reparable.’’ Cumberland Farms, Inc. v.

Dairy Mart, Inc., 225 Conn. 771, 778, 627 A.2d 386

(1993). Regarding the first requirement, we have

explained that ‘‘[wilful] or gross negligence in failing

to fulfill a condition precedent of a lease bars the application of the doctrine of equitable nonforfeiture. . . .

In circumstances involving the nonpayment of rent, we

have construed strictly this threshold requirement in

deciding whether to grant equitable relief.’’ (Citations

omitted.) Id.

The leading modern case on equitable nonforfeiture

in summary process actions is Fellows v. Martin, 217

Conn. 57, 584 A.2d 458 (1991). In Fellows, we addressed

whether a residential tenant who deliberately withheld

$25.01 from her monthly rent of $500.01 because of a

dispute with her landlord over parking accommodations should be granted equitable relief from forfeiture.

Id., 58–60, 67. We began by noting the large disparity

between the landlord’s loss of $25.01 and the plaintiff’s

potential loss of a ninety-nine year lease and an advance

payment of $9900. Id., 67. Applying the maxim ‘‘de minimis non curat lex,’’7 we concluded that, under the facts

presented in Fellows, ‘‘the underpayment of $25.01 is
insufficient, as a matter of law, to justify such a forfeiture.’’ (Internal quotation marks omitted.) Id., 68. We

explained that the de minimis nature of the tenant’s

breach meant that ‘‘eviction of the tenant would work

a forfeiture wholly disproportionate to the injury suffered.’’ (Internal quotation marks omitted.) Id., 67.

Moreover, we noted that the record suggested that,

after service of a notice to quit, the tenant had resumed

monthly payments of her regular rental amount, plus

the $25.01 she had previously withheld. Id., 69.

We also addressed the issue of wilfulness. We noted

the general principle that ‘‘[a] court of equity will apply

the doctrine of clean hands to a tenant seeking . . .

equitable relief; thus, a tenant whose breach was [wilful]

or grossly negligent will not be entitled to relief.’’ (Internal quotation marks omitted.) Id., 67. The tenant’s withholding of $25.01 from her rent in Fellows was indisputably intentional. We determined, however, that ‘‘[w]e

need not decide whether a tenant who deliberately

refuses to pay rent may yet claim relief under the equitable doctrine against forfeitures [when] the forfeiture is

as grossly disproportionate as it is in this case.’’ Id., 68.

It was unnecessary to decide that issue because the

trial court had determined that the tenant’s nonpayment

was prompted by a good faith dispute over the meaning

of a lease term, which we said is a ground that may

excuse deliberate nonpayment if the trial court determines that the equities so require. See id., 69 (‘‘[t]he

doctrine against forfeitures applies to a failure to pay

rent in full when that failure is accompanied by a good

faith intent to comply with the lease or a good faith

dispute over the meaning of a lease’’). We explained

that ‘‘the trial court found that the tenant withheld the

rent in a dispute over her parking accommodations.

She apparently believed that she had the right to withhold rent if her landlord breached the lease. While her

belief was erroneous . . . her misconception amounts

to a mistake of law, rather than the type of wilfulness

disapproved by [our case law] and other authorities.’’

(Citation omitted; internal quotation marks omitted.)

Id., 68. Chief Justice Peters made this same point in a

concurring opinion, in which she concluded that,

‘‘[because] the tenant’s breach was not [wilful], but was

premised on a good faith dispute, forfeiture of her

interest would be wholly disproportionate to the gravity

of her default.’’ (Emphasis added.) Id., 72 (Peters, C.

J., concurring). To summarize, Fellows demonstrates

that a tenant’s intentional nonpayment of rent does not

require a finding that the nonpayment is wilful under

the equitable nonforfeiture doctrine if nonpayment ‘‘is

accompanied by a good faith intent to comply with the

lease or a good faith dispute over the meaning of a

lease.’’ Id., 69.

In the present case, the trial court found that the

defendants’ intentional nonpayment of rent was not

accompanied by a good faith intent to comply with the
lease or a good faith dispute over the meaning of the

lease. In its first articulation, the trial court explained

that it ‘‘considered and rejected [the] defendants’

claimed good faith intent to comply with the lease and

also rejected the defendants’ alleged good faith dispute

over the meanings of the lease.’’ The trial court elaborated in its supplemental articulation, explaining: ‘‘The

defendants’ alleged concerns about the contamination

[were] pretextual, since neither the contamination nor

the remediation had any effect on the critical path of

the defendants’ renovations to the property. . . .

* * *

‘‘The defendants failed to prove that they were justified in withholding the rent because of the contamination issues affecting the subject premises. . . . [T]he

plaintiffs . . . did promptly take steps to address the

environmental issues affecting the exterior of the property, as required by [the lease]. . . . The defendants

suffered no detriment as a result of the contamination

and remediation. They failed to offer any evidence that

they ever even complained about the contamination

and remediation until they filed their answer in this

case on March 24, 2015.’’ Instead, the court explained:

‘‘The defendants’ real issue centers on the delays in

renovation and, therefore, in openings of business operations, beyond the rental grace period, thereby obligating them to pay rent under the lease and to their existing

landlords. The plaintiffs were not responsible for the

delays [under the terms of the lease].’’ In so finding,

the court referenced paragraph 31 of the lease, which

provides that the ‘‘[l]essee, at his expense shall make

all necessary repairs and replacements to the [l]leased

[p]remises,’’ and paragraph 32, which provides that

‘‘[a]ll alterations and improvements to the [p]remises

are the [l]essee’s sole responsibility. All expenses and

costs associated with the required zoning change of use

are the [l]essee’s sole responsibility.’’

The trial court found, in other words, that the defendants’ decision not to pay rent was motivated by the

difficulties arising from the delay in the renovation and

occupancy of the premises, and, in fact, had nothing

to do with a dispute over the terms of the lease, which

explicitly placed the responsibility for renovations and

alterations on the defendants. If the delay implicated

any good faith dispute over contractual terms, that dispute involved the contract between the defendants and

Girouard for ‘‘consulting’’ and ‘‘design services’’ regarding the renovations. The trial court found, however,

that the agreement between the defendants and Girouard ‘‘was entered into separate from and independent

of the agreement between the plaintiffs . . . and the

defendants . . . .’’

Our review of the record leads us to conclude that

the trial court did not abuse its discretion in determining

that the defendants’ withholding of rent was unaccom-
panied by a good faith intent to comply with the lease

or a good faith dispute over the meaning of the lease.

We find Sassoon’s testimony at trial particularly illuminating on this point. When asked why the defendants

stopped paying rent, Sassoon explained: ‘‘[I]t was [an]

act of desperation. Because we were trying to draw [the

plaintiffs’] attention to what we [were] facing, [how]

we [were] hurting. Because [Girouard] was not taking

our orders. He was not returning our phone calls. He

was not taking our orders. So this was [the] only way

we could stay in business and pay for our rent.8 Because

we were deep into the project, without being into the

building. And we just wanted the project to finish so

we could get into the building.’’ (Footnote added.) Withholding rent in order to ‘‘stay in business’’ and to ‘‘draw

[the plaintiffs’] attention’’ to the defendants’ difficult

financial situation demonstrates neither a good faith

intent to comply with the lease nor a good faith dispute

over the meaning of the lease.9

Our analysis does not end there, however, because

this case requires us to address the issue left open

in Fellows, that is, whether a defendant’s intentional

nonpayment of rent must necessarily be deemed wilful,

for purposes of the equitable nonforfeiture doctrine, if

the tenant cannot show that the withholding was the

result of a good faith intent to comply with the lease

or a good faith dispute over the meaning of the lease.

See Fellows v. Martin, supra, 217 Conn. 68 (‘‘[w]e need

not decide whether a tenant who deliberately refuses

to pay rent may yet claim relief under the equitable

doctrine against forfeitures [when] the forfeiture is as

grossly disproportionate as it is in this case’’). Without

foreclosing the likelihood that this question may not be

susceptible to a categorical answer applicable to all

cases and all circumstances, we have no difficulty

answering it in the affirmative in the present case, on

this record, given the trial court’s finding that the defendants’ purported reason for withholding rent—their

concerns about environmental contamination—was

‘‘pretextual.’’ ‘‘A court of equity will apply the doctrine

of clean hands to a tenant seeking . . . equitable relief;

thus, a tenant whose breach was [wilful] or grossly

negligent will not be entitled to relief.’’ (Internal quotation marks omitted.) Id., 67; see also Fairchild Heights,

Inc. v. Dickal, 118 Conn. App. 163, 178–79, 983 A.2d 35

(2009) (denying tenants equitable relief from forfeiture

because of unclean hands), aff’d, 305 Conn. 488, 45 A.3d

627 (2012). It is axiomatic that, ‘‘[when] a [party] seeks

equitable relief, he must show that his conduct has been

fair, equitable and honest as to the particular controversy in issue.’’ (Internal quotation marks omitted.)Thompson v. Orcutt, 257 Conn. 301, 310, 777 A.2d 670 (2001).

Withholding rent on pretextual grounds is outside the

bounds of the ‘‘fair, equitable and honest’’ conduct

expected of a party seeking equitable relief. (Internal

quotation marks omitted.) Id. Because the defendants
intentionally withheld rent on pretextual grounds in the

absence of any good faith dispute over the terms of the

lease, it was within the trial court’s equitable discretion

to determine that the defendants acted wilfully and

were ineligible for equitable relief from forfeiture. See

2 S. Symons, Pomeroy’s Equity Jurisprudence (5th Ed.

1941) § 452, pp. 287–88 (‘‘While a defaulting party may

thus acquire a right to the equitable relief from the

conduct of the other party, he may also lose the right,

which otherwise would have existed, as a consequence

of his own conduct. . . . He who asks help from a

court of equity must himself be free from inequitable

conduct with respect to the same [subject matter].’’).

We are not persuaded by the defendants’ argument

that conduct is wilful within the meaning of the doctrine

of equitable nonforfeiture only if it is ‘‘intentional conduct designed to injure . . . .’’ (Internal quotation

marks omitted.) In support of this argument, the defendants cite a footnote in 19 Perry Street, LLC v.

Unionville Water Co., supra 294 Conn. 611, in which

we stated that ‘‘[w]ilful misconduct has been defined

as intentional conduct designed to injure for which

there is no just cause or excuse. . . . [Its] characteristic element is the design to injure either actually entertained or to be implied from the conduct and circumstances. . . . Not only the action producing the injury

but the resulting injury also must be intentional. . . .

[T]he term wilful has [also] been used to describe conduct deemed highly unreasonable or indicative of bad

faith.’’ (Citation omitted; internal quotation marks omitted.) Id., 630–31 n.10. Although 19 Perry Street, LLC,

concerned the doctrine of equitable nonforfeiture, we

did not confront the question of when a tenant’s nonpayment of rent is wilful in the absence of a good faith

intent to comply with the lease or a good faith dispute

over the meaning of the lease. Instead, we determined

that the tenant’s nonpayment had not been wilful

because it had been accompanied by a good faith intent

to comply with the lease. See id., 634. We reject the

suggestion that the generic definition of wilful contained in 19 Perry Street, LLC, which we borrowed,

perhaps without adequate consideration, from the tort

and employment law contexts,10 was intended to serve

as a definitive statement of the meaning of ‘‘wilful’’ for

the doctrine of equitable nonforfeiture. Indeed, we have

previously noted that ‘‘wilful is a word of many meanings, and its construction [is] often . . . influenced by

its context’’; (internal quotation marks omitted) State

v. Newton, 330 Conn. 344, 362, 194 A.3d 272 (2018); and

that observation is fitting here. Upon reflection, it is

clear to us that the definition of wilfulness connoting

an injurious intent, although apt in other contexts,

serves no productive role in the equitable nonforfeiture

analysis. A tenant’s nonpayment can be wilful within

the meaning of the equitable nonforfeiture doctrine in

the absence of any ‘‘design’’ on the tenant’s part to cause
harm to the landlord; indeed, most summary process

actions based on nonpayment involve tenants who

intend no harm but simply find themselves without the

financial means to meet their obligations. We therefore

disavow the definition of wilfulness contained in the

footnote in 19 Perry Street, LLC, to the extent that it

would require a finding of injurious intent to trigger a

finding of wilfulness under the equitable nonforfeiture

doctrine.

The defendants intentionally withheld rent payments

unaccompanied by a good faith intent to comply with

the lease or a good faith dispute over the meaning of

the lease. As previously discussed, the trial court found

that the defendants’ purported environmental concerns

were ‘‘pretextual’’ and that their actual reasons for withholding rent were their dissatisfaction with the delays

in their renovations to the premises—delays not attributable to the plaintiffs’ conduct—and the difficulty in

paying rent to both their previous landlords and the

plaintiffs. Under these facts, it is clear that the trial

court did not abuse its discretion in refusing to grant

the defendants equitable relief from forfeiture.

The judgment of the Appellate Court is affirmed.

In this opinion the other justices concurred.

* The listing of justices reflects their seniority status on this court as of

the date of oral argument.

** September 30, 2020, the date that this decision was released as a slip

opinion, is the operative date for all substantive and procedural purposes.

1 The facts as recited are those stipulated to by the parties, those found

by the court in its original decision or subsequent articulations, or those

the court reasonably could have found.

2 At that time, the department was named the Department of Environmental Protection. Effective July 1, 2011, the legislature established DEEP as

the successor agency to the Department of Environmental Protection. See

Public Acts 2011, No. 11-80, § 1. For ease of reference, we refer to the

department as DEEP.

3 Despite these letters and the earlier DEEP inspections of the tank, Dominick testified that he was not aware of any environmental contamination

on the premises at the time the parties signed the lease in November, 2013.

Dominick explained that, after he received the test results from Absolute

Tank, he spoke to an official at DEEP who informed him that the results

were not significant and ‘‘[didn’t] mean a thing in contamination.’’ Dominick

testified that he became aware of the contamination only after DEEP issued

an order to the plaintiffs in July, 2014, to remediate the contamination. The

trial court found that neither the plaintiffs nor the defendants were aware

that the premises contained contaminants ‘‘above action levels’’ prior to a

subsequent order issued by DEEP in July, 2014.

4 Dominick’s response to Nader’s inquiry was in dispute at trial. Nader

testified that Dominick told him that ‘‘[t]here was no contamination, there

was no trace of any violations whatsoever. . . . There [were] never any

violations.’’ Dominick testified that he told Nader, ‘‘if this property is contaminated, [the defendants will] take care of all the contamination . . . .’’

5 Girouard printed this letter on stationery with the letterhead ‘‘Klein New

England.’’ From the testimony adduced at trial, it appears that Klein New

England is a sole proprietorship owned by Girouard.

6 Girouard testified that the term ‘‘owners’’ referred to the defendants.

Sassoon testified that he understood the term to refer to the plaintiffs.

7 De minimis non curat lex means ‘‘[t]he law does not concern itself with

trifles.’’ Black’s Law Dictionary (11th Ed. 2019) p. 544.

8 The defendants were obligated to pay rent on a lease for another property,

where their businesses previously had been located and remained located

while renovations progressed.

9 The defendants point out that they deposited the withheld rent in an
escrow account and argue that this demonstrates their good faith intent to

comply with their obligation to pay monthly rent. The defendants cite our

decision in 19 Perry Street, LLC v. Unionville Water Co., supra, 294 Conn.

611, in support of their argument. Although the payment of the withheld

rent into escrow may be a fact warranting consideration by the trial court,

it does not alone compel a finding of good faith. In 19 Perry Street, LLC,

the defendant water company learned that its landlord had sold the leased

premises but did not know to whom. Id., 618–19. The defendant undertook

efforts to determine the identity of the new owner and began stockpiling

funds for purposes of paying rent once the owner was identified. Id. The

defendant learned the identity of the new owner only when that owner

served a notice to quit on the defendant. Id., 619. At that point, the defendant

offered to pay all past due rent using its stockpiled funds. Id. We determined

that the defendant’s stockpiling of rent while it sought to determine the

identity of its new landlord demonstrated a good faith intent to comply with

the lease, explaining that ‘‘[s]etting aside . . . or stockpiling funds in the

event they became due contraindicates any intentional or purposeful failure

to pay rent . . . .’’ (Emphasis added.) Id., 634. This holding has little relevance in the present case, in which the defendants plainly knew the identity

of their landlord but nonetheless decided to stockpile funds in lieu of paying

rent that had already become due under the undisputed terms of the lease.

10 The footnote in 19 Perry Street, LLC, cited the definitions of wilfulness

provided in Dubay v. Irish, 207 Conn. 518, 533, 542 A.2d 711 (1988), a tort

action, and Saunders v. Firtel, 293 Conn. 515, 531, 978 A.2d 487 (2009), an

appeal construing a number of employment statutes and statutes governing

limited liability companies. See 19 Perry Street, LLC v. Unionville Water

Co., supra, 294 Conn. 631 n.10.