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*********************************************** 
APPENDIX

DAVID SQUILLANTE ET AL. v. CAPITAL

REGION DEVELOPMENT AUTHORITY*

Superior Court, Judicial District of Hartford

File No. CV-16-6070594-S

Memorandum filed July 18, 2018

Proceedings

Memorandum of decision on defendant’s motion for

summary judgment. Motion granted.

Matthew S. Carlone, for the plaintiffs.

Benjamin C. Jensen, for the defendant.
Opinion

NOBLE, J.

The question presented by the motion for summary

judgment of the defendant, the Capital Region Development Authority (CRDA), is whether, in the absence of

disputed material facts, CRDA is entitled to judgment

as a matter of law on the breach of contract, promissory

estoppel, and negligent misrepresentation claims

asserted by the plaintiffs, David Squillante (Squillante)

and DJS45, LLC (DJS45). The court finds that no

enforceable agreement was created between the parties

and holds that judgment should enter on all three claims

in favor of CRDA.

FACTS

The following facts and procedural history are relevant to this decision. This action was commenced by

service of process on CRDA on July 26, 2016. The operative complaint is the amended complaint dated November 14, 2017 (complaint), which asserts in three counts,

respectively, claims of breach of contract, promissory

estoppel, and negligent misrepresentation. Squillante is

the sole member of DJS45, a limited liability company.

CRDA is a quasi-municipal corporation created by statute,1 whose purpose is to ‘‘stimulate new investment

within the capital region’’ and ‘‘encourage residential

housing development.’’ General Statutes § 32-602 (a)

(1) and (3). Squillante formed DJS45, which thereafter

purchased a five-story commercial building located at

283-291 Asylum Street in Hartford (property). Squillante

opened a restaurant in the ground floor of the property

and sought financing for the renovation and conversion

of the upper four floors into residential apartments.

Beginning in early 2013, Squillante engaged in conversations with representatives of CRDA about potential

financing that resulted in the execution of a letter dated

May 10, 2013 (letter). CRDA ultimately withdrew the

offer to provide financing. The plaintiffs assert that the

letter constitutes a binding contract, evinces a promise

to provide financing upon which the plaintiffs reasonably relied, and contains misrepresentations upon

which the plaintiffs relied to their detriment.

In particular, the letter provides that CRDA was

‘‘pleased to provide you with the terms and conditions

under which CRDA will extend financial assistance for

the conversion of 283-91 Asylum Street (the ‘Project’)

into a mixed use residential project. The terms set forth

below are intended to be a preliminary outline of general business terms of the potential project and are

expressly subject to the completion of CRDA due diligence investigation including the provisions of necessary documents as outlined below and the securing of

complete financing for the Project. This letter is not

intended to create any legal liability for CRDA and is

to serve as an explanation of assistance to be provided
by CRDA.’’ (Emphasis added.) The letter was signed by

Squillante, on behalf of DJS45, and Michael Freimuth,

executive director of the CRDA, on its behalf. The letter

proposed a construction loan for an unspecified amount

not more than $575,000 and then a permanent loan of

an also unspecified amount, but no more than $518,000

for a twenty year term at 1.5 percent.

Several terms and various contingencies remained

unresolved. Because CRDA was only funding a portion

of the project, the amount that it would actually lend

depended upon (a) the amount of funding DJS45 was

able to secure from private lenders, and (b) the amount

of state historic tax credits to be awarded.2 The letter

specified that DJS45 ‘‘must present a final development

budget and project application that will be incorporated

into a formal Assistance Agreement between CRDA and

Sponsor. Sponsor shall be responsible for the payment

of all necessary and appropriate costs associated with

this transaction, whether or not a closing takes place

. . . .’’ The formal assistance agreement was never executed. Other terms were not identified by the letter,

including dates for completion of any obligations. The

letter provided that DJS45 ‘‘shall be responsible for

any costs above the budget outlined in this letter to

complete the Project in accordance with the plans and

specifications finally approved by CRDA. [DJS45] will

provide a guaranty or payment and performance bonds

to the benefit of CRDA by a credit worthy entity

approved by CRDA for the completion of the Project

in a lien free state.’’ While CRDA’s board of directors

had approved the terms and conditions of the letter,

‘‘such approval [was] contingent on the approval of the

State of Connecticut Bond Commission. In the event

that such approval is [not] obtained or any time CRDA

determines in its discretion that such approval is not

likely to be obtained with a reasonable period of time,

CRDA may terminate this proposal.’’ Finally, the letter

informed DJS45 that, ‘‘[a]lthough not an exhaustive list,

CRDA may request and [DJS45] shall provide the following: appraisals, title searches, covenants, insurance certificates, plans and specifications, evidence of financing, permits and approvals, contractor agreements,

surveys, environmental clearance, final budget and final

application.’’

On June 21, 2013, the state of Connecticut bond commission (commission) voted to approve the allocation

of up to $575,000 for the CRDA’s proposed loan to

DJS45. On September 17, 2013, CRDA sent DJS45 a

template of the formal assistance agreement identified

in the letter. Section 3.9 of the assistance agreement,

titled ‘‘Payment and Performance Bond,’’ provided that

‘‘[DJS45] shall provide CRDA with Payment and Performance Bonds with respect to each Contractor that

enters into a Major Contract with [DJS45] . . . .’’ On

December 4, 1993, CRDA sent DJS45 a ‘‘closing checklist’’ identifying various items that needed to be pro-
vided. Item 33 included bonds from the general contractor and the subcontractors.

Although the plaintiffs now assert that the requirement of performance and payment bonds, rather than

simply a personal guarantee, was a material breach of

the contract embodied in the letter, this claim is negated

by communications between Freimuth and Squillante.

On January 7, 2014, Freimuth wrote to Squillante in an

e-mail that there were ‘‘a variety of issues outstanding.

I have attached the closing check list for the project

that was sent to your attorney in early December and

little has been done to advance the items on the list. I

hear that your contractor cannot get bonded which is

a non-starter . . . .’’ The e-mail inquired about the timing-out of an initial lender agreement and the lack of a

fully executed commitment from the permanent lender.

Freimuth indicated that they needed to consummate

the deal because the ‘‘funds are now very ‘old’ and

pressure is on to return them for other deals. If we do

not bring this to conclusion in the next [forty-five to

sixty] days, I will have little choice but to reallocate

the funds.’’

Squillante replied to CRDA on January 7, 2014, representing that ‘‘[t]here are no issues with any of your

concerns . . . . Also my contractor can get bonding,

he was just looking not to incur the expense.’’ DJS45

never obtained the performance or payment bonds. On

July 25, 2014, the commission voted to reallocate the

proposed funding for the project and CRDA revoked

its approval of the application without prejudice. This

action followed.

On October 23, 2017, CRDA filed its motion for summary judgment asserting that the letter was not a legally

enforceable contract. Rather, in its view, the letter was

an agreement to agree. Moreover, even if it was an

enforceable agreement, the plaintiffs never performed

because they never obtained permanent financing or

provided performance bonds. CRDA asserts that it

never made a clear and definite promise to the plaintiffs

for a loan such that the second count asserting a promissory estoppel claim fails. Finally, the negligent misrepresentation claim fails, in the view of CRDA, because

it was commenced outside of the limitation period provided by General Statutes § 52-584 and because CRDA

did not make any misrepresentations.

The plaintiffs object on the grounds that material

questions of fact exist as to whether the letter was

intended to be a binding contract, and whether there

was any breach thereof by CRDA. The second count

sounding in promissory estoppel survives summary

judgment, in the estimation of the plaintiffs, because

the letter provided for a personal guarantee ‘‘or’’ a payment and performance bond. As to their negligent misrepresentation claim, the plaintiffs observe that § 52-

584 is inapplicable here, and the misrepresentation in
the present case is that of providing financing if the

plaintiffs provided a guarantee ‘‘or’’ payment and performance bond.

LEGAL STANDARD

The legal standard governing summary judgment

motions is well settled. ‘‘Summary judgment is a method

of resolving litigation when pleadings, affidavits, and

any other proof submitted show that there is no genuine

issue as to any material fact and that the moving party

is entitled to judgment as a matter of law . . . . The

motion for summary judgment is designed to eliminate

the delay and expense of litigating an issue when there is

no real issue to be tried . . . . However, since litigants

ordinarily have a constitutional right to have issues of

fact decided by a jury . . . the moving party for summary judgment is held to a strict standard . . . of demonstrating his entitlement to summary judgment.’’ (Citation omitted; footnote omitted; internal quotation marks

omitted.) Grenier v. Commissioner of Transportation,

306 Conn. 523, 534-35, 51 A.3d 367 (2012). ‘‘Summary

judgment may be granted where the claim is barred by

the statute of limitations.’’ Doty v. Mucci, 238 Conn.

800, 806, 679 A.2d 945 (1996).

DISCUSSION

With the governing legal standard in mind, the court

now addresses the breach of contract, promissory

estoppel, and negligent misrepresentation claims in

turn.

I

COUNT ONE: BREACH OF CONTRACT

The court finds that CRDA has established a lack of

any genuine issue of material fact as to the absence of an

enforceable agreement. Specifically, the letter provided

merely the contours of a potential deal that might, when

reduced to a subsequent writing, result in a binding

contract. ‘‘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

damages . . . . The interpretation of definitive contract language is a question of law . . . .’’ (Citation

omitted; internal quotation marks omitted.) CCT Communications, Inc. v. Zone Telecom, Inc., 327 Conn. 114,

133, 172 A.3d 1228 (2017). ‘‘A contract is not made so

long as, in the contemplation of the parties, something

remains to be done . . . .’’ (Internal quotation marks

omitted.) Santos v. Massad-Zion Motor Sales Co., 160

Conn. App. 12, 19, 123 A.3d 883, cert. denied, 319 Conn.

959, 125 A.3d 1013 (2015); see id. (lack of precise terms

of confidentiality agreement to which parties agreed

to integrate into settlement agreement, such as what

information was protected, method of enforcement, and

to whom settlement details could be disclosed, rendered settlement contract unenforceable). ‘‘So long as

any essential matters are left open for further consider-
ation, the contract is not complete.’’ (Internal quotation

marks omitted.) L & R Realty v. Connecticut National

Bank, 53 Conn. App. 524, 535, 732 A.2d 181, (citing 17A

Am. Jur. 2d, Contracts § 32 (1991)), cert. denied, 250

Conn. 901, 734 A.2d 984 (1999); see L & R Realty v.

Connecticut National Bank, supra, 538 (agreement to

subordinate loan which lacked terms and conditions

was unenforceable). Where a writing is ‘‘no more than

a statement of some of the essential features of a proposed contract and not a complete statement of all the

essential terms,’’ which terms require further development in an executed written contract, no enforceable

agreement exists. Westbrook v. Times-Star Co., 122

Conn. 473, 481, 191 A. 91 (1937). ‘‘Whether the parties

intended legally to bind themselves prior to the execution of a formal contract is to be determined from (1)

the language used, (2) the circumstances surrounding

the transaction, and (3) the purpose that they sought

to accomplish. . . . A consideration of these factors

enables a court to determine if the informal contract

. . . is enforceable or merely an intention to negotiate

a contract in the future.’’ (Citation omitted.) Fowler v.

Weiss, 15 Conn. App. 690, 693, 546 A.2d 321, cert. denied,

209 Conn. 814, 550 A.2d 1082 (1988).

‘‘Under established principles of contract law, an

agreement must be definite and certain as to its terms

and requirements.’’ (Internal quotation marks omitted.)

Perricone v. Perricone, 292 Conn. 187, 223, 972 A.2d 666

(2009). ‘‘[N]umerous Connecticut cases require definite

agreement on the essential terms’’ in order to render

the agreement enforceable. Willow Funding Co., L.P.

v. Grencom Associates, 63 Conn. App. 832, 845, 779

A.2d 174 (2001). Whether a term is essential turns ‘‘on

the particular circumstances of each case.’’ Id. Clearly,

an essential term is one without which a party would

not have entered into an agreement. See, e.g., Hawley

Avenue Associates, LLC v. Robert D. Russo, M.D. &

Associates Radiology, P.C., 130 Conn. App. 823, 830-

31, 25 A.3d 707 (2011) (no enforceable lease/contract

where no agreement on precise location and shape of

parking area and party would not have signed lease

because dimensions were integral part of decision to

enter into agreement). In WiFiLand, LLP v. Hudson,

153 Conn. App. 87, 107, 100 A.3d 450 (2014), an alleged

settlement agreement between an internet service provider and its customers resolving a breach of contract

action was held unenforceable where a confidentiality

provision was an essential component of the agreement

and the parties had failed to agree to the terms of the

confidentiality provision. Similarly, a promise indicating an intent to make a future employment contract,

absent an agreement on the material terms of employment, is not binding as a contract regardless of the

promisor’s partial performance. Geary v. Wentworth

Laboratories, Inc., 60 Conn. App. 622, 628, 760 A.2d

969 (2000).
In accordance with these principles, the court considers the first Fowler factor and concludes that the letter

was in the nature of an ‘‘agreement to agree,’’ rather

than an enforceable contract, because essential terms

had yet to be agreed upon. The letter was self-described

as ‘‘a preliminary outline of general business terms

of the potential project and are expressly subject to

the completion of CRDA due diligence investigation

including the provisions of necessary documents as

outlined below and the securing of complete financing

for the Project. This letter is not intended to create

any legal liability for CRDA and is to serve as an

explanation of assistance to be provided by CRDA.’’

(Emphasis added.) By its very language, it identified

itself as merely setting out the framework of a future

contract, the formal assistance agreement, whose terms

were yet to be agreed upon. These terms include the

contents of the final development budget and the project application that were to be incorporated in the assistance agreement as well as the unidentified terms of

the assistance agreement. Additionally, the letter contemplated final approval by CRDA of as yet undrafted

‘‘plans and specifications.’’ Finally, CRDA provided a

nonexhaustive list of additional agreements, the terms

of which were not specified, that the plaintiffs would

be required to provide, including but not limited to

‘‘covenants’’ and ‘‘contractor agreements.’’ The dispositive case law compels the conclusion that these yet to

be determined agreements and terms renders the letter

unenforceable as an ‘‘agreement to agree.’’

The plaintiffs suggest that Connecticut Parking Services, LLC v. Hartford Parking Authority, Superior

Court, judicial district of Hartford, Docket No. CV-11-

6018221-S (April 2, 2013), provides the court with an

example of contract language that articulated an intent

not to create a contractual obligation, which was ultimately found by the court to present questions of fact

upon which summary judgment was denied. The reliance on this case is misplaced. In Connecticut Parking

Services, LLC, language in a request for proposal that

the parties would ‘‘enter into negotiations, which may

ultimately lead to a contract’’ was raised by the defendant as an indication that the request for proposal was

not an enforceable contract document. (Emphasis in

original; internal quotation marks omitted.) Id. The

court denied summary judgment in favor of the defendant on the grounds that the language had to be considered in the context of other language specifying that

the terms in the request for proposal, in combination

with other documents, represented the contract documents. Id. This case may be distinguished because a

final agreement, to which the request for proposal was

attached, was actually reached. In the present case it is

undisputed that a formal assistance agreement between

CRDA and DJS45 was never consummated.
The court therefore grants summary judgment to

CRDA on the first count of the complaint because the

defendant has established the absence of material facts

relative to the lack of essential terms, making the letter

unenforceable.

II

COUNT TWO: PROMISSORY ESTOPPEL

The defendant also claims entitlement to summary

judgment on the second count, which asserts liability

against the CRDA for promissory estoppel. ‘‘[U]nder

the doctrine of promissory estoppel [a] promise which

the promisor should reasonably expect to induce action

or forbearance on the part of the promisee or a third

person and which does induce such action or forbearance is binding if injustice can be avoided only by

enforcement of the promise. . . . A fundamental element of promissory estoppel, therefore, is the existence

of a clear and definite promise which a promisor could

reasonably have expected to induce reliance.’’ (Internal

quotation marks omitted.) McClancy v. Bank of

America, N.A., 176 Conn. App. 408, 415, 168 A.3d 658,

cert. denied, 327 Conn. 975, 174 A.3d 195 (2017). ‘‘Under

our [well established] law, any claim of estoppel is

predicated on proof of two essential elements: the party

against whom estoppel is claimed must do or say something calculated or intended to induce another party to

believe that certain facts exist and to act on that belief;

and the other party must change its position in reliance

on those facts, thereby incurring some injury. . . . It

is fundamental that a person who claims an estoppel

must show that he has exercised due diligence to know

the truth, and that he not only did not know the true

state of things but also lacked any reasonably available

means of acquiring knowledge.’’ (Internal quotation

marks omitted.) Chotkowski v. State, 240 Conn. 246,

268, 690 A.2d 368 (1997).

The promise which the plaintiffs seek to enforce is

none other than the act of extending a loan in an amount

in excess of $500,000. The letter, however, premised

the financing on a number of contingencies which, in

the aggregate, rendered the promise to loan $500,000

or more tentative, rather than definite. These included

CRDA’s due diligence investigation, agreement of the

terms, execution of a formal assistance agreement, the

plaintiffs’ obtaining permanent financing, and the execution of other unspecified documents. Simply put,

there was no definite promise to loan the plaintiffs over

$500,000, and, accordingly, summary judgment as to

this claim is appropriate.

The plaintiffs assert that the promise upon which

they relied was for the extension of the loan upon the

provision of either a guarantee or a payment and performance bond. In the plaintiffs’ view, the later insistence

by CRDA on an onerous payment and performance
bond for each of [their] contractors from an insurance

company with a Best Rating of A- VII or, alternatively,

that each of the plaintiffs’ contractors provide the same

is different from what was indicated in the letter, which

provided for a guarantee preferred by the plaintiffs ‘‘or’’

a performance and payment bond, works an injustice

and caused them injury.3 This ignores that this was only

one of many contingencies that were required to be

met before a loan was made. Moreover, the letter

employed the disjunctive ‘‘or’’ between the two possibilities of the provision of a guarantee and a payment and

performance bond without articulating which of the

parties were permitted to elect the manner in which

CRDA would be assured of the completion of the project

in a lien free state. There is nothing in the record before

the court which demonstrates that the plaintiffs exercised any diligence to determine the truth of which or

lacked any reasonably available means of acquiring this

knowledge. See Chotkowski v. State, supra, 240 Conn.

268. Summary judgment is therefore granted as to the

second count.

III

COUNT THREE: NEGLIGENT MISREPRESENTATION

The last theory of liability upon which summary judgment is sought is that contained in the third count of

negligent misrepresentation. The elements of an action

for negligent misrepresentation are ‘‘(1) that the defendant made a misrepresentation of fact (2) that the defendant knew or should have known was false, and (3) that

the plaintiff reasonably relied on the misrepresentation,

and (4) suffered pecuniary harm as a result.’’ (Internal

quotation marks omitted.) Coppola Construction Co.

v. Hoffman Enterprises Ltd. Partnership, 309 Conn.

342, 351-52, 71 A.3d 480 (2013).

CRDA asserts that the plaintiffs’ action is barred by

the statute of limitations. The following additional information is required [for a] discussion of this argument.

The CRDA’s motion for summary judgment was filed

on October 23, 2017, and raised the bar of the statute

of limitations. On November 14, 2017, the plaintiffs filed

a request for leave to amend the complaint pursuant

to Practice Book § 10-60(a) (3) and alleged that the

plaintiffs would be required to obtain payment and performance bonds for each of [their] contractors from an

insurance company licensed to do business in Connecticut with a ‘‘ ‘Best Rating of A- VII’ ’’ or, in the alternative,

each of the plaintiffs’ contract[or]s would be required

to obtain similar bonding. The defendant is alleged to

have failed to provide the plaintiffs with the necessary

information in a commercially reasonable time, including form agreements and closing checklist when it had

a duty to disclose the material facts within a commercially reasonable time after the plaintiffs’ receipt of

the letter. Thereafter, on March 5, 2018, the plaintiffs

amended their first special defense to . . . allege that
the applicable statute of limitations is tolled by the

course of conduct doctrine.

In the plaintiffs’ view, the applicable statute is § 52-

584, which applies to negligence actions seeking damages for injury to the person or real or personal property.4 Section 52-584 contains both a discovery and

repose limitation wherein applicable actions are barred

two years from the date of discovery of injury but in

no event more than three years from the act or omission

complained of. The [defendant] claim[s], and the court

agrees, that, to the contrary, the applicable statute of

limitations is that of General Statutes § 52-577, which

provides that: ‘‘[n]o action founded upon a tort shall

be brought but within three years from the date of the

act or omission complained of.’’

The court is mindful that, in Lombard v. Edward J.

Peters, Jr., P.C., 79 Conn. App. 290, 830 A.2d 346 (2003),

the Appellate Court held that a claim of negligent misrepresentation was subject to the limitations contained

in § 52-584. The dispositive issue for the Lombard court,

however, was that the ‘‘plaintiffs’ claim is predicated

on injury to their personal property caused by negligence . . . .’’ Id., 299. In the present case, however,

the plaintiffs’ negligent misrepresentation claim asserts

economic loss rather than injury to person, real property or personal property.

This court aligns itself with that body of case law

that holds that the dispositive issue relative to which

of the two statutes applies is the nature of the injury

claimed. See, e.g., Teal Associates, LLC v. Alfin, Superior Court, judicial district of Hartford, Complex Litigation Docket, Docket No. X04-CV-12-6028814-S (September 5, 2014) (§ 52-584 applies only to actions to recover

damages for injury to person or property); Evans v.

Province, Docket No. CV-07-600855, 2008 WL 3916445

(Conn. Super. August 4, 2008) (Lombard’s holding is

limited to claims of negligent misrepresentation that

allege injuries to either person or property). The applicable limitation period is thus the three year period

contained in § 52-577.

Section 52-577 is an occurrence statute which runs

from the date of the defendant’s conduct, not the date

that the plaintiff first discovered the injury. See Watts

v. Chittenden, 301 Conn. 575, 583, 22 A.3d 1214 (2011).

The date of the defendant’s conduct is May 10, 2013,

the date of issue of the letter. According to the return

of service contained in the court’s file the action was

commenced on July 26, 2016.5 The commencement of

the action was thus more than three years from the act

complained of, to wit, the misrepresentations contained

in the letter.

The plaintiffs, however, assert that the limitation

period is tolled by the continuing conduct doctrine as

alleged in their special defense. Moreover, the plaintiffs
remark that ‘‘the defendant, which of course has the

burden of proving the absence of any issue of material

fact, completely fails to address the continuing course

of conduct doctrine, and accordingly summary judgment should be denied.’’ Entry No. 147, p. 3. The plaintiffs, who presumably relied on the CRDA’s lack of

argument as to the continuing course of conduct doctrine, themselves provided no analysis of why the limitations should be extended by the doctrine.

The plaintiffs misapprehend the nature of the shifting

burden attendant to the tolling of [a] statute of limitations. ‘‘Typically, in the context of a motion for summary

judgment based on a statute of limitations special

defense, a defendant . . . meets its initial burden of

showing the absence of a genuine issue of material

fact by demonstrating that the action had commenced

outside of the statutory limitation period. . . . Then,

if the plaintiff claims the benefit of a provision that

operates to extend the limitation period, the burden

. . . shifts to the plaintiff to establish a disputed issue

of material fact in avoidance of the statute. . . . In

these circumstances, it is incumbent upon the party

opposing summary judgment to establish a factual predicate from which it can be determined, as a matter of

law, that a genuine issue of material fact [as to the

timeliness of the action] exists.’’ (Citations omitted;

internal quotation marks omitted.) Doe v. West Hartford, 328 Conn. 172, 192, 177 A.3d 1128 (2018). Thus,

the burden to rebut the statutory limitations bar shifts

to the plaintiff to demonstrate an issue of fact. This

they have declined to do. Although the court need not

consider an argument neither argued nor briefed; see

Hoenig v. Lubetkin, 137 Conn. 516, 524, 79 A.2d 278

(1951); it will address the assertion of tolling by the

continuing conduct doctrine.

In evaluating the continuing course of conduct doctrine in the context of a summary judgment motion the

court must determine whether there is a genuine issue

of material fact with respect to whether ‘‘the defendant:

(1) committed an initial wrong upon the plaintiff; (2)

owed a continuing duty to the plaintiff that was related

to the alleged original wrong; and (3) continually

breached that duty.’’ (Internal quotation marks omitted.) Flannery v. Singer Asset Finance Co., LLC, 312

Conn. 286, 313, 94 A.3d 553 (2014), citing Witt v. St.

Vincent’s Medical Center, 252 Conn. 363, 370, 746 A.2d

753 (2000). As the plaintiffs assiduously point out in

their briefing, the nature of the third count is a claim

for negligent misrepresentation. See Entry No. 147, p.

5. The court notes that a violation of a duty to disclose

is not asserted. Moreover, the plaintiffs provide no

authority for the proposition that an actor, having made

a negligent misrepresentation, has a continuing duty to

correct the misrepresentation. There is, for example,

no claim of the existence of a special relationship

between the plaintiffs and the CRDA such that a fidu-
ciary duty existed. Glazer v. Dress Barn, Inc., 274 Conn.

33, 86, 873 A.2d 929 (2005). Moreover, the plaintiffs

have not directed the court’s attention to any conduct

that constituted a continual breach of a duty to make

accurate representations of fact—such as repetition

over time of the misrepresentation. See Teal Associates,

LLC v. Alfin, supra, Superior Court, Docket No. X04-

CV-12-6028814-S (series of misrepresentations tolled

statute of limitations). The court concludes that no genuine issue of material fact exists with respect to the

bar of the limitations imposed by § 52-577 and grants

summary judgment as to the third count.

IV

CONCLUSION

For the foregoing reasons summary judgment is

granted in favor of the defendant, CRDA, on all three

counts of the plaintiffs’ complaint.

* Affirmed. Conn. App. , A.3d (2021).

1 See General Statutes § 32-600 et seq.

2 The letter provided that ‘‘CRDA assistance is contingent on the Sponsor

successfully securing permanent financing from other sources [in the

amount of $1,055,000] to reduce the CRDA construction loan assistance

and to fully fund the Project’s costs.’’ It also contemplated the award of a

Connecticut Historic Tax credit in the amount of $195,131.

3 The plaintiffs’ November 14, 2017 amended complaint added the heretofore not included allegations that the defendant failed to provide the plaintiffs

with necessary information in a commercially reasonable time including

the form agreements until September, 2013, and the closing checklist until

December, 2013, including the additional condition of the type of bonding

required. These new allegations implicate only the manner in which CRDA’s

later conduct deviated from the original promise sought to be enforced and

do not affect the analysis herein.

4 General Statutes § 52-584 provides: ‘‘No action to recover damages for

injury to the person, or to real or personal property, caused by negligence,

or by reckless or wanton misconduct, or by malpractice of a physician,

surgeon, dentist, podiatrist, chiropractor, hospital or sanatorium, shall be

brought but within two years from the date when the injury is first sustained

or discovered or in the exercise of reasonable care should have been discovered, and except that no such action may be brought more than three years

from the date of the act or omission complained of . . . .’’

5 An action is commenced when the writ of process is served on the

defendant. Rocco v. Garrison, 268 Conn. 541, 549, 848 A.2d 352 (2004).

Courts may take judicial notice of the contents of their files. In re Jeisean

M., 270 Conn. 382, 402, 852 A.2d 643 (2004).