*********************************************** 

The “officially released” date that appears near the beginning of each opinion is the date the opinion will be published in the Connecticut Law Journal or the date it was 

released as a slip opinion. The operative date for the beginning of all time periods for filing postopinion motions 

and petitions for certification is the “officially released” 

date appearing in the opinion. 

All opinions are subject to modification and technical 

correction prior to official publication in the Connecticut 

Reports and Connecticut Appellate Reports. In the event of 

discrepancies between the advance release version of an 

opinion and the latest version appearing in the Connecticut 

Law Journal and subsequently in the Connecticut Reports 

or Connecticut Appellate Reports, the latest version is to 

be considered authoritative. 

The syllabus and procedural history accompanying the 

opinion as it appears in the Connecticut Law Journal and 

bound volumes of official reports are copyrighted by the 

Secretary of the State, State of Connecticut, and may not 

be reproduced and distributed without the express written 

permission of the Commission on Official Legal Publications, Judicial Branch, State of Connecticut. 

*********************************************** 
BRENT PLATT, TRUSTEE OF THE VIRGINIA

D’ADDARIO SPRAY TRUSTS v. TILCON

CONNECTICUT, INC.

(AC 41735)

Prescott, Bright and Moll, Js.

Syllabus

The plaintiff, trustee of the V Trust, sought to recover damages from the

defendant asphalt production company for, inter alia, breach of contract

for the defendant’s failure to remit rental payments in accordance with

two lease agreements. In May, 1974, the defendant’s predecessor in

interest entered into separate, twenty year leases with D for two asphalt

production plants. The leases were set to expire on December 31, 1993,

but provided for an opportunity to extend the terms of the leases. As

trustee, the plaintiff owns a 12.5 percent interest in both plants. Trusts

for three other individuals each own 12.5 percent and the estate of D

owns 50 percent for a total of 87.5 percent interest in the plants. In

1993, the holders of the 87.5 percent interest agreed to amend the leases

with the defendant to reduce the amount of rent. The plaintiff did not

agree to the amendments. On April 1, 1993, the holders of the 87.5 percent

interest executed amendments to the two leases. The amendments made

clear that the plaintiff’s 12.5 percent interest was not a part of the

agreement. After execution of the amendments, the plaintiff considered

the defendant a holdover tenant. The defendant continued to remit rental

payments to the plaintiff, calculated pursuant to the lease amendments

rather than the original lease agreements. The plaintiff accepted and

deposited these payments. The defendant twice exercised its rights to

extend the amendments to the leases for an additional ten years but

did not do so with respect to the plaintiff’s 12.5 percent interest. The

plaintiff’s breach of contract claims were based on the defendant’s

failure to remit rental payments for the plants in accordance with the

terms of the original leases. The trial court found in favor of the defendant, concluding that the original leases expired on December 31, 1993,

and, thus, the plaintiff could not prevail on his breach of contract claims.

On appeal, the plaintiff claimed, inter alia, that the trial court improperly

concluded that the original leases expired on December 31, 1993. Held

that the trial court properly concluded that the plaintiff could not prevail

on his breach of contract claims because the original leases expired on

December 31, 1993, and the plaintiff and the defendant did not form an

agreement to extend the terms of the original leases beyond the expiration of the primary term; the defendant did not exercise the option to

extend the original lease terms with respect to the plaintiff’s 12.5 percent

interest, the defendant’s rent payments, after the expiration of the original leases’ primary terms, were formulated commensurate with the

provisions of the lease amendments, supporting the conclusion that

the original leases were no longer enforceable contracts between the

plaintiff and the defendant and the defendant held over, creating a

month-to-month tenancy with the plaintiff’s 12.5 percent interest in

the plants.

Argued December 11, 2019—officially released March 24, 2020

Procedural History

Action to recover damages for, inter alia, breach of

contract, and for other relief, brought to the Superior

Court in the judicial district of New Britain and tried

to the court, Wiese, J.; judgment for the defendant, from

which the plaintiff appealed to this court. Affirmed.

F. Dean Armstrong, pro hac vice, with whom was

Edward C. Taiman, Jr., for the appellant (plaintiff).

Kevin J. McEleney, with whom were Matthew K.
Stiles, and, on the brief, Christopher A. Klepps, for the

appellee (defendant).
Opinion

MOLL, J. The plaintiff, Brent Platt, in his capacity as

Trustee of the Virginia D’Addario Spray Trusts (VST),1

appeals from the judgment of the trial court rendered

in favor of the defendant, Tilcon Connecticut, Inc., on,

inter alia, two counts of breach of contract.2 On appeal,

the plaintiff claims that the trial court erred by (1)

concluding that the original leases between the parties

expired on December 31, 1993, (2) determining that the

plaintiff’s breach of contract claims were barred by

the statute of limitations, and (3) concluding that the

plaintiff’s breach of contract claims also were barred

by the doctrine of res judicata. We conclude that the

trial court properly determined that the original leases

expired in 1993, and, as a result, the plaintiff could not

prevail on his breach of contract claims.3 Accordingly,

we affirm the judgment of the trial court.

The trial court’s comprehensive memorandum of

decision sets forth the following findings of fact that

are relevant to our resolution of this appeal.4

‘‘The

plaintiff . . . is the successor trustee of the [VST]. Virginia D’Addario is the VST’s sole beneficiary. . . . In

May, 1974, Virginia D’Addario’s father, F. Francis D’Addario (Mr. D’Addario), owned two asphalt production

plants (plants). The plants are located in Danbury and

Newtown. On May 13, 1974, Mr. D’Addario, as landlord,

and Ashland Oil, Inc. (Ashland Oil), as tenant, entered

into separate leases for the two plants (original leases).

. . . [The defendant] is the successor in interest to Ashland Oil and is the tenant for the two plants located in

Danbury and Newtown. . . . [The defendant] is the

largest producer of asphalt in the United States. . . .

‘‘In 1976, Mr. D’Addario conveyed fractional interests

in the two plants aggregating 50 percent to the ‘Spray

Trusts’ that Mr. D’Addario established for the benefit

of his then living children, David, Larry, Marylou, Lisa,

and Virginia D’Addario. Mr. D’Addario retained 50 percent interest to himself. In 1990, Lisa D’Addario died

and her fractional interest vested in the Spray Trusts

of her remaining four siblings. The Spray Trusts for

each of Mr. D’Addario’s four surviving children, David,

Larry, Marylou, and Virginia now each own 12.5 percent

of the Danbury and Newtown plants . . . . Mr. D’Addario died on March 5, 1986. From 1986 to the present, the

estate of Mr. D’Addario (estate) has owned 50 percent

interest in the plants. The estate remains open and

pending. . . .

‘‘The original leases . . . are dated May 13, 1974. The

term of the Danbury lease was for ‘twenty (20) years,

beginning on the first day of the calendar month immediately following the month in which erection of the

asphalt plant on the premises is accomplished . . . .’

The term of the Newtown lease was specified as ‘for

twenty (20) years beginning on January 1, 1974 and
ending on December 31, 1993 . . . subject to earlier

termination or further extension . . . .’ Briefly stated,

and as is relevant to the present dispute, the rent for

the original leases was calculated as ‘the sum of [15]

percent of the gross sales price of each ton of bituminous concrete produced and sold by lessee from the

operation of the asphalt plant located on the premises.’ . . .

‘‘Pursuant to the terms of the original leases, Ashland

Oil and its successor, [the defendant], were granted the

option to extend the initial twenty year terms for an

additional three ten year periods. If the lessee elected

to exercise the options to extend the leases, it was

required to provide written notice to the lessor not less

than one year prior to the expiration of the preceding

term. The original leases provided that, ‘[i]n the event

any of said options are exercised, said extended term

or terms shall be upon all of the same terms and conditions . . .’ of the original leases. This would include

the specified rent based upon 15 percent of the gross

sale price of each [ton of] bituminous concrete produced and sold. Pursuant to the terms of the original

leases, [the defendant] had the right and obligation to

purchase the plants if it chose not to exercise the option

to extend the leases. Unless purchased earlier, [the

defendant] had the obligation to purchase the plants at

the end of the final term in 2024. The purchase price

would be calculated as the fair market value pursuant

to the process set forth in the original leases. . . . The

original leases specified that there could not be any

‘amendment, modification, or waiver . . .’ from the

terms of the lease unless it was in writing and

signed. . . .

‘‘From prior to 1993, through 1999, Stanley Ferber,

as VST’s trustee, was 12.5 percent owner of the plants.

Since approximately 1999, [the plaintiff], as VST’s

trustee, is 12.5 percent owner of the plants. At all relevant times to date, Nicholas Vitti has been the trustee for

the Spray Trusts in favor of David, Larry, and Marylou

D’Addario, and in his capacity as trustee he owns 37.5

percent interest in the plants. . . . From 1986 to date,

the estate has owned 50 percent of the plants. The

current executors of the estate are David and Larry

D’Addario. . . . The trusts of these individuals, along

with the estate, are the plants’ owners.

‘‘Through letter dated January 19, 1993, [the defendant], through its attorney, notified the landlords that

it intended to purchase the plants. The letter identified

an appraiser retained for the purpose of determining fair

market value of the plants. . . . This occurred prior to

the expiration of the original leases. . . . Pursuant to

the original leases, it was [the defendant’s] absolute

right to purchase the plants. There was no requirement

under the original leases that [the defendant] obtain

the landlords’ consent prior to purchasing the plants.
‘‘In 1993, [the defendant] was prepared to exercise

its right to purchase the plants and had engaged an

appraiser. . . . On or about the time that [the defendant] made the notification of purchase, David D’Addario met with Angelo Tomasso. . . . Angelo Tomasso

had participated along with Mr. D’Addario in the drafting of the original leases’ terms. Mr. D’Addario and

Tomasso had a long-standing personal and business

relationship. David D’Addario indicated to Angelo

Tomasso that he represented all of the D’Addario family

landlords, with the exception of Virginia D’Addario, and

they did not want to sell the plants. . . . Instead, they

wanted the leases renewed. . . . Angelo Tomasso

wanted a reduction in the rent, because it was no longer

economically feasible to pay the rent specified in the

original leases. The price of liquid asphalt had substantially increased, thus, reducing the profit margin in the

finished product produced. Angelo Tomasso was very

much aware of the fact that the VST’s 12.5 percent

interest did not agree with what was being requested

of [the defendant]. . . . David D’Addario informed

Angelo Tomasso that if there was a problem with the

VST, he would handle it. . . .

‘‘Angelo Tomasso contacted Virginia D’Addario in the

spring of 1993, by telephone. He asked her if she would

consent to an amended lease containing a reduced rent.

She told him that she would not consent. This discussion took place prior to the lease amendments being

signed. In a letter dated January 14, 1993, Allan Cane,

the attorney for the VST, notified the trust landlords

and other interested individuals ‘that this is a formal

notice that the [VST] elects not to renew the lease under

the terms expressed by David D’Addario, at this time.’

. . . The reference in the letter to ‘under the terms

expressed’ was to a proposal to reduce the rent on

the plants.

‘‘In a letter dated January 29, 1993, Lawrence

Schwartz, the attorney for Vitti and the estate of Mr.

D’Addario, wrote to [the defendant]. He advised [the

defendant] that his clients owned 87.5 percent of the

plants and that to his clients’ ‘dismay and surprise,’ they

learned that the VST does not want to renew the leases.

. . . He indicated that the owners of the 87.5 percent

are willing to renew the leases ‘along the lines of the

discussions that David D’Addario has had with Tomasso

and request you disregard the communication from Virginia D’Addario’s attorney.’ . . . The attorney concluded his remarks by stating, ‘it is only a [12.5 percent]

ownership that is in dispute and that the other owners

will clean this matter up on their own.’ . . . On February 15, 1993, the attorney for VST wrote a letter to [the

defendant’s] attorney inquiring as to [the defendant’s]

intentions regarding the plants. . . . He stated, ‘[a]t

this time, my client would like to know the present

status of your intentions as the [e]state has since
advised us on January 29, 1993, that it would be

attempting to buy my client out or seek partition . . .

and then extend the existing lease.’ . . . [The defendant’s] attorney responded by letter dated February 18,

1993, and stated, ‘[t]his is to advise you that my client

is proceeding with entering into a lease extension with

the Trustee and the [e]state [87.5 percent].’ . . . In

response, VST’s attorney wrote in the March 1, 1993

letter, that [the defendant] ‘at least in regard to [VST]

. . . is waiving and relinquishing any right to purchase

[the plants]’ and would be considered a holdover tenant. . . .

‘‘On April 1, 1993, David D’Addario, Lawrence D’Addario, and Albert Paolini (as coexecutors of the estate),

and Vitti, as trustee of the Spray Trusts of David, Larry,

and Marylou D’Addario, executed an amendment to

lease for the Danbury Asphalt Plant. . . . On July 1,

1993, David D’Addario, Lawrence D’Addario, and Albert

Paolini (as coexecutors of the estate), and Vitti as

trustee for the Spray Trusts of David, Larry, and Marylou

D’Addario, executed an amendment to lease for the

Newtown Asphalt Plant. . . . Ferber, then trustee for

the VST, did not execute the amendments to the Danbury or Newtown plant leases.

‘‘The Danbury and Newtown ‘Amendment to Lease’

provides in relevant part: ‘The [e]state [of Mr. D’Addario] and Vitti are involved in an owners’ dispute with

the . . . [VST] concerning the lease and related issues.’

. . . ‘The parties hereto now desire to amend and

extend the lease as provided hereafter. NOW THEREFORE, the parties hereto agree that all of the terms

and conditions of the lease shall remain in full force

and effect subject only to the following specific amendments which shall be incorporated into and become

part of the lease.’ . . . Among the provisions of the

original leases amended was the lease term. In the lease

amendments, it was specified that the ‘primary term’

commenced on April 1, 1975, and terminated on December 31, 2004. . . . The method for calculating rent was

also substantially altered. . . . The net result of the

amendments pertaining to rent was a reduction in the

amount paid to the landlords.

‘‘The amendment to the original leases included a

‘Quiet Enjoyment’ provision, which provided: ‘The parties acknowledge that the estate and Vitti represent

only 87.5 percent of the landlord’s interest in the Premises and that [VST] is not a party to this amendment

to lease. [The estate of Mr. D’Addario] and Vitti hereby,

jointly and severally, indemnify and agree to defend

and hold Tenant harmless from and against any and

all loss, cost, liability and expense, including without

limitation reasonable attorneys’ fees, incurred by Tenant and arising out of or in any way connected with

the Owners’ dispute or any challenge to the enforceability of this amendment to lease. [The estate of Mr. D’Ad-
dario] and Vitti agree to pursue resolution of the Owner’s Dispute with all due diligence by purchasing of the

interest of the [VST], or by means of a judicial partition

action (and subsequent purchase at auction) or otherwise. . . .’ (Emphasis added.)

‘‘The estate of Mr. D’Addario and Vitti have not taken

steps to resolve the ‘owner’s dispute’ with the VST by

purchasing its 12.5 percent interest, or by means of a

judicial partition action. There are sufficient funds in

the estate to purchase the 12.5 percent VST interest in

the plants. . . . Pursuant to the terms of the ‘Option

to Extend’ contained within the lease amendments, [the

defendant] exercised its option on two occasions for

each plant through December 31, 2024. . . .

‘‘In 1995, Ferber, then VST’s trustee, brought suit

against [the defendant] in an action captioned Ferber

v. Tilcon Connecticut, Inc., Superior Court, judicial district of Fairfield, Docket No. CV-95-0322399-S (Ferber

lawsuit). This lawsuit was filed by Ferber at the direction of Virginia D’Addario, in response to the lease

amendments. . . . The initial complaint in the Ferber

lawsuit is dated March 31, 1995. . . . The first count

pertains to the Danbury plant, and the second count

pertains to the Newtown plant. . . . In each count, the

plaintiff alleged that, ‘the defendant has neglected and

refused to undertake to perform its obligations and

covenants under the leasing agreement, but instead has

entered into an [a]mendment to that leasing agreement

with the [e]state of [Mr.] D’Addario, and [the] other

remaining Spray Trusts, but without the plaintiff . . . .’

The ‘leasing agreement’ referred to are the 1974 leases.

. . . The plaintiff sought specific performance forcing

the purchase of the plants and monetary damages in

excess of $15,000. . . .

‘‘In response to the initial complaint, [the defendant]

filed its answer and special defense on June 2, 1995.

. . . In the answer, [the defendant] denied that it

breached the original leases. . . . The special defenses

included the allegation that VST had accepted rental

payments under the lease amendments. In the trial brief,

the VST’s attorney argued that [the defendant] breached

the original leases by entering into the lease amendments, and failing to purchase the plants. . . .

‘‘VST’s acceptance of rental payments was an issue

litigated at [the trial in] the Ferber lawsuit . . . . The

Superior Court, Grogins, J., in a memorandum of decision dated August 29, 1996, stated: ‘This case turns on

whether the language contained in paragraphs sixteen

and eighteen [in the original leases] obliges the defendant to purchase a one-eighth interest in the plants.

Specifically, the court must determine whether ‘‘the

premises and the structures and improvements located

thereon’’ can be interpreted to mean one-eighth of the

premises, one-eighth of the structures and one-eighth

of the improvements, being a fractional share of the
total premises.’ . . . The court ruled that ‘because the

leases do not oblige the lessee to purchase a fractional

interest in the asphalt plants, the plaintiff’s request for

specific performance is denied.’

* * *

‘‘’[T]he court enter[ed] judgment for the defendant

on all counts.’ . . .

‘‘The Appellate Court affirmed the Superior Court’s

judgment on November 10, 1998. Ferber v. Tilcon Connecticut, Inc., 51 Conn. App. 20, 719 A.2d 921, cert.

denied, 247 Conn. 952, 723 A.2d 324 (1998). . . .

‘‘Since approximately July, 1993, [the defendant] has

paid rent to VST for both plants pursuant to the rent

formula in the lease amendments, as opposed to the

rent formula contained in the original leases. The VST’s

trustees have received and deposited the rent payments

under the lease amendments since July, 1993. A number

of these checks were endorsed ‘without recourse’ or

‘without prejudice.’ . . . Over the years, [the defendant] has provided the VST and other landlords with

documentation that demonstrates how rent payments

have been calculated in accordance with the lease

amendments. . . . Initially, and for a period of time,

[the defendant] paid the rents on the plants directly to

the estate. The estate would then pay the VST and other

landlords. During this period of time, [the defendant]

would not have the opportunity to know how the VST

would endorse the checks, because they would be

returned to the estate. . . . At some point in time, the

VST requested that [the defendant] pay it directly. These

checks were paid to the order of ‘Brent A. Platt Trustee.’

. . . [The defendant] was of the belief that the dispute

over the rent with the VST ended with its conclusion

of the Ferber lawsuit.

* * *

‘‘From 1994, going forward, [the defendant] provided

the VST with accurate data on how many tons of asphalt

were sold at each plant at the fixed rate used to generate

an income stream. Virginia D’Addario hired a forensic

accountant to examine and verify the data. This examination confirmed the accuracy of the data provided to

VST. Virginia D’Addario calculated the monetary difference between the rents due under the original leases

and the lease amendments. She examined a six year

period of time from April 28, 2009 through April 28,

2015. In order to perform these calculations, she hired

a forensic accountant, Steve Pednault, who performed

a portion of the work. . . . The calculations are contained in a document prepared for this litigation. . . .

The document shows a ‘net rental shortfall owed to

[VST]’ in the amount of $1,435,267.94. . . .

‘‘In 2004, Virginia D’Addario was aware of the fact

that [the defendant] had exercised its rights to extend

the amendments to the leases for the period of January
1, 2005 through December 31, 2014. . . . However,

despite that knowledge, she did not authorize [the plaintiff] as VST’s trustee to bring a suit for rent claimed

due on the plants. In August, 2013, [the plaintiff] and

Virginia D’Addario were aware that [the defendant]

exercised its rights to extend the amendments to the

leases for an additional ten years through December

31, 2024. . . . Since 1993, the VST has received millions

of dollars in rent from [the defendant].’’ (Citations

omitted.)

On September 1, 2015, the plaintiff commenced this

action against the defendant. The complaint alleged

two counts of breach of contract with respect to the

purported failure of the defendant to remit rental payments for the plants in accordance with the terms of

the original leases, and two counts of unjust enrichment

to recover fair market value of the rental payments in

the event of a finding that the original leases were no

longer in effect. On May 14, 2018, following a bench

trial, the trial court rendered judgment for the defendant

on all counts. Specifically, the trial court concluded as

follows: The defendant had not exercised its option to

extend the original leases with the plaintiff when it

entered into the lease amendments with the other holders of the 87.5 percent interest in the plants. The plaintiff’s acceptance of the defendant’s rental payments in

accordance with the terms of the lease amendments

did not imply a contract between them. The court found

that ‘‘there was no mutual understanding between the

plaintiff and the defendant as to the contracts’ terms

and the amount of rent owed for the plants, and, as a

result, the VST notified the defendant and stated that

the defendant would be considered ‘a holdover [tenant]’

upon expiration of the original leases.’’5 Accordingly,

the court held that ‘‘the applicable contracts between

the plaintiff and the defendant expired on December

31, 1993, and, therefore, there [were] no enforceable

contract[s] between the plaintiff and the defendant.’’

This appeal followed. Additional facts will be set forth

as necessary.

The dispositive issue on appeal is whether the trial

court properly concluded that the original leases

expired on December 31, 1993, such that the plaintiff

cannot recover contract damages for a purported shortfall in rent for the period April 28, 2009 to April 28,

2015. The plaintiff maintains that the original leases

between the parties did not expire on December 31,

1993. Moreover, the plaintiff asserts that the original

leases remain in effect until 2024, subject only to the

defendant’s prior purchase of the plants. In essence, as

was made clear during oral argument before this court,

the plaintiff views the original leases not as leases,

but as contracts to purchase the plants whereby the

defendant could postpone the date of purchase only by

exercising its option to extend the lease terms of the

agreements.6

In response, the defendant argues that
the original leases were not automatically extended and

that, under their express terms, the original leases could

be extended only if it exercised the written option to

extend them. The defendant contends that because it

did not exercise this option with respect to the VST’s

12.5 percent interest, the original leases expired at the

end of their respective primary terms in December,

1993.7 We agree with the defendant.

We begin by setting forth the standard of review and

the law applicable to our resolution of this appeal. ‘‘[A]

lease is a contract, and, therefore, it is subject to the

same rules of construction as other contracts. . . . The

standard of review for the interpretation of a contract

is well established. Although ordinarily the question of

contract interpretation, being a question of the parties’

intent, is a question of fact . . . [when] there is definitive contract language, the determination of what the

parties intended by their . . . commitments is a question of law [over which our review is plenary]. . . .

‘‘In construing a written lease . . . three elementary

principles must be [considered]: (1) The intention of

the parties is controlling and must be gathered from the

language of the lease in the light of the circumstances

surrounding the parties at the execution of the instrument; (2) the language must be given its ordinary meaning unless a technical or special meaning is clearly

intended; [and] (3) the lease must be construed as a

whole and in such a manner as to give effect to every

provision, if reasonably possible. . . . Furthermore,

when the language of the [lease] is clear and unambiguous, [it] is to be given effect according to its terms. A

court will not torture words to import ambiguity [when]

the ordinary meaning leaves no room for ambiguity

. . . . Similarly, any ambiguity in a [lease] must emanate from the language used in the [lease] rather than

from one party’s subjective perception of [its] terms.’’

(Citations omitted; internal quotation marks omitted.)

Bristol v. Ocean State Job Lot Stores of Connecticut,

Inc., 284 Conn. 1, 7–8, 931 A.2d 837 (2007).

‘‘The elements of a breach of contract action are the

formation of an agreement, performance by one party,

breach of the agreement by the other party and damages. . . . In order to form a binding and enforceable

contract, there must exist an offer and an acceptance

based on a mutual understanding by the parties. . . .

The mutual understanding must manifest itself by a

mutual assent between the parties. . . . In other

words, to prove the formation of an enforceable agreement, a plaintiff must establish the existence of a mutual

assent, or a meeting of the minds . . . .’’ (Citations

omitted; internal quotation marks omitted.) Computer

Reporting Service, LLC v. Lovejoy & Associates, LLC,

167 Conn. App. 36, 44–45, 145 A.3d 266 (2016).

Although the background of this case is factually

complex, our resolution of the plaintiff’s claim is rela-
tively straightforward. We first examine the relevant

language of the original leases, which are both dated

May 13, 1974. Each lease provides for a twenty year

primary term.8 The original leases contain parallel provisions titled ‘‘Option to Extend,’’ which provide in relevant part: ‘‘Lessor does further grant unto [l]essee the

right and option to extend this [l]ease for an additional

term of ten (10) years at the expiration of the twenty

(20) year [p]rimary [t]erm hereof.’’ The original leases

allow for two additional such extensions for a total

maximum extension of thirty years. This option may

only be exercised by the lessee by providing the lessor

with ‘‘written notice . . . not less than one (1) year

prior to the expiration of the preceding term.’’ In the

event the lessee chose not to extend the terms, the

leases provided an alternative obligation, namely, a

requirement to purchase the leased premises. To that

end, the original leases contain matching ‘‘[r]equired

[p]urchase’’ provisions, which provide in relevant part:

‘‘At the end of the [p]rimary [t]erm of this [l]ease if

[l]essee elects not to exercise its option to extend this

[l]ease . . . or at the termination of this [l]ease after

the . . . options to extend . . . have been exercised,

[l]essee shall be obligated to purchase the [p]remises

and the structures and improvements located thereon

. . . .’’9 Additionally, the original leases each contain a

‘‘termination’’ provision, which provides in relevant

part: ‘‘In the event during the term of this [l]ease any

laws, ordinances or regulations are enacted which have

the effect of prohibiting the operation of said asphalt

plant . . . [l]essee shall have the right, at its option, to

elect to terminate this [l]ease . . . . In addition, [l]essee shall have the right, at its option, to elect to terminate this, [l]ease in the event [l]essor is in violation of

[the ingress and egress, and quiet enjoyment provisions

without said violation being cured].’’10

Our review of these original lease provisions reveals

that the defendant had two options as the end of the

primary terms drew near in December, 1993. First, it

could have extended the leases by providing notice to

the lessor in the manner required by the terms of the

option to extend. Second, if it declined to exercise that

option, it had the option to purchase the entirety of

the leased property. The defendant chose this second

option and did not extend the leases pursuant to their

terms. After further negotiations, however, all of the

interest holders, with the exception of the VST, agreed

to the extensions on modified terms. The VST expressly

rejected those terms and did not enter into any other

agreement with the defendant.

On the basis of our review of the record, we conclude

that the trial court properly held that the plaintiff and

the defendant did not form an agreement to extend the

terms of the original leases beyond the expiration of

the primary term. ‘‘In order for an enforceable contract

to exist, the court must find that the parties’ minds had
truly met. . . . If there has been a misunderstanding

between the parties, or a misapprehension by one or

both so that their minds have never met, no contract

has been entered into by them and the court will not

make for them a contract which they themselves did

not make.’’ (Internal quotation marks omitted.) MD

Drilling & Blasting, Inc. v. MLS Construction, LLC, 93

Conn. App. 451, 456, 889 A.2d 850 (2006). The evidence

adduced at trial demonstrated that, in 1993, the VST’s

attorney inquired into whether the defendant intended

to purchase the plants. When the defendant informed

the VST’s attorney that it was entering into lease amendments with the holders of the other 87.5 percent ownership interest of the plants, the VST’s attorney explained

that, in his view, the defendant waived its right to purchase the plants and would be considered a holdover

tenant at the expiration of the original term. In short,

there was no meeting of the minds between the parties

with respect to extending the terms of the original

leases.

Consequently, the plaintiff’s contention that the original leases expire in 2024 and, a fortiori, the defendant

has been obligated to pay the plaintiff rent in accordance with the terms of the original leases, is without

merit. In support of this claim, the plaintiff emphasizes

the trial court’s factual finding that, ‘‘[u]nless purchased

earlier, [the defendant] had the obligation to purchase

the plants at the end of the final term in 2024.’’ That

finding does not support the plaintiff’s position. To be

sure, the trial court also found—and the plaintiff does

not dispute—that the defendant entered into the lease

amendments through 2024 with the holders of the

remaining 87.5 percent interest in the plants exclusive

of the VST’s 12.5 percent interest. Pursuant to the terms

of the quiet enjoyment provisions of the lease amendments, the VST was expressly designated as a nonparty

to those amendments. Therefore, the lease amendments

for each plant through December 31, 2024, have no

bearing on the plaintiff’s interests in the plants. Rather,

the finding of fact relied on by the plaintiff is entirely

consistent with this court’s prior holding that the defendant was not required to purchase a fractional interest

in the plants. See Ferber v. Tilcon Connecticut, Inc.,

supra, 51 Conn. App. 23.

The fact that the defendant held over with respect

to the VST’s 12.5 percent interest at the expiration of

the original leases’ primary term, yet paid rent pursuant

to the formulation set forth in the lease amendments,

supports the conclusion that the original leases no

longer formed enforceable contracts between the plaintiff and the defendant. ‘‘The mere act of holding over

does not create a new tenancy.’’ FJK Associates v. Karkoski, 52 Conn. App. 66, 68, 725 A.2d 991 (1999). Upon

examining the conduct between the parties at the time

of the original leases’ expiration, it is evident that the

plaintiff continued, through the time of trial, to accept
from the defendant newly calculated rental payments

in accordance with the terms of the lease amendments

after the defendant held over, creating a month-tomonth tenancy with the plaintiff’s 12.5 percent interest

in the plants.11 See id.; see also Bellini v. Patterson

Oil Co., 156 Conn. App. 158, 164, 111 A.3d 987 (2015).

Therefore, in the absence of contrary evidence, the

original leases between the parties were not renewed

by virtue of the month-to-month tenancy. See United

Social & Mental Health Services, Inc. v. Rodowicz, 96

Conn. App. 34, 39, 899 A.2d 85, cert. denied, 280 Conn.

920, 908 A.2d 546 (2006); see also Welk v. Bidwell, 136

Conn. 603, 608, 73 A.2d 295 (1950) (‘‘where the parties

are in definite dispute as to any of the essential terms

of a new tenancy, certainly no lease can be implied

from the fact that the tenant holds over’’).

Finally, the plaintiff maintains that because the defendant did not exercise the ‘‘[t]ermination’’ provisions of

the original leases, those leases automatically extended

beyond December 31, 1993. We do not agree. The termination provisions allowed the defendant to terminate

the leases in the event that ‘‘any laws, ordinances or

regulations [were] enacted which [had] the effect of

prohibiting the operation of [the] asphalt plant[s]’’ or

if the lessor violated the ingress and egress and quiet

enjoyment provisions contained within the leases, and

the violation was not cured. Applying the well established principles of contract interpretation to the original leases, we discern that the parties’ use of the terms

‘‘termination’’ and ‘‘expiration’’ in distinct provisions of

the leases evinced an intent for those terms to connote

different meanings. Generally speaking, a contract is

terminated when ‘‘an action [is] taken to end the contract before the end of its anticipated term.’’ (Internal

quotation marks omitted.) Avis Rent-A-Car System,

Inc. v. Dayton, 581 Fed. Appx. 479, 483 (6th Cir. 2014).

As indicated by the language of the ‘‘[t]ermination’’ provisions, the leases would terminate only by the happening of the stated conditions, which, by their very nature,

could have occurred at any time during the lease term.

In contrast, a lease typically expires when it reaches

the end of its anticipated term. The original leases provided an option to extend the lease for an additional

term ‘‘at the expiration of the twenty . . . year [p]rimary [t]erm hereof.’’ (Emphasis added.) Although the

option to extend could have been exercised at any time,

the extended term would begin only after the twenty

year primary term expired. Therefore, the plaintiff’s

argument improperly conflates the distinction between

the termination and the expiration of the original

leases.

In sum, during the operative period for which the

plaintiff seeks contract damages, the original leases

were no longer in effect. Evidenced by the plaintiff’s

acceptance of rental payments made subsequent to the

expiration of the original leases and commensurate with
the lease amendments, the parties entered into a monthto-month tenancy. See Bridgeport v. Barbour-Daniel

Electronics, Inc., 16 Conn. App. 574, 579, 548 A.2d 744,

cert. denied, 209 Conn. 826, 552 A.2d 432 (1988).

Because our law ‘‘does not impose the original lease

terms upon parties who have not agreed that such terms

apply to a holdover tenancy’’; Meeker v. Mahon, 167

Conn. App. 627, 638 n.5, 143 A.3d 1193 (2016); the trial

court properly concluded that the plaintiff could not

prevail on his breach of contract claims.

The judgment is affirmed.

In this opinion the other judges concurred.

1 A ‘‘spray trust,’’ also termed a ‘‘sprinkle trust,’’ is ‘‘[a] trust in which the

trustee has discretion to decide how much will be given to each beneficiary.’’

Black’s Law Dictionary (11th Ed. 2019) p.1824.

2 The trial court also rendered judgment in favor of the defendant on the

remaining claims, specifically, two counts of unjust enrichment. The plaintiff

has not appealed from that portion of the judgment.

3

In light of this conclusion, we need not address the plaintiff’s second

and third claims.

4 The trial court separated its factual findings into sixty-five individually

numbered paragraphs. For the ease of the reader, we omit the court’s use

of paragraph numbers, as well as the court’s references to the record.

5 The trial court also concluded that the plaintiff’s breach of contract

claims were otherwise barred by the six year statute of limitations for

contract actions set forth in General Statutes § 52-576 (a) and that the unjust

enrichment counts were barred by the doctrine of laches. The court further

concluded that all of the plaintiff’s claims were barred by the doctrine of

res judicata. Because the plaintiff has not appealed from the judgment on

the unjust enrichment counts, and our conclusion set forth in this opinion

would render any discussion of the defendant’s special defenses dicta, we

do not address the plaintiff’s claims regarding the statute of limitations or

res judicata.

6 We note that the position of plaintiff’s counsel at oral argument that the

original leases are not, in fact, leases, is belied, not only by the plaintiff’s

own references to the ‘‘leases’’ in the complaint and his briefing to this

court, but also, more importantly, by the express language of the original

contracts, each titled ‘‘Indenture of Lease,’’ which are replete with references

to ‘‘this Lease’’ and to the parties as ‘‘Lessor’’ and ‘‘Lessee.’’

7 The record does not appear to indicate the precise date that the Danbury

lease took effect. The trial court discussed the Danbury and Newtown leases

as both expiring on December 31, 1993, as a result of the expiration of the

twenty year primary terms contained therein. The plaintiff also maintains

that the primary term of both leases ran through December 31, 1993. The

defendant contends that the Danbury lease expired in 1994, and the Newtown

lease expired on December 31, 1993. This discrepancy has no impact on

our analysis.

8 See footnote 7 of this opinion.

9 As this court concluded in the appeal in the Ferber action, ‘‘the only

reasonable interpretation of the lease[s] is that the defendant’s obligation

to purchase becomes mandatory only if 100 percent of the property is

sold. The defendant is not required to purchase a fractional share of the

properties.’’ Ferber v. Tilcon Connecticut, Inc., supra, 51 Conn. App. 23. In

this appeal, the plaintiff does not claim that the defendant is required to

purchase the VST’s fractional share of the leased properties.

10 The last sentence of the termination provision of the Danbury lease

provides: ‘‘In addition, [l]essee shall have the right to elect to terminate this

[l]ease in the event [l]essor is in violation of [the ingress and egress, and

quiet enjoyment provisions without said violation being cured].’’

11 A holdover tenant will be considered either a tenant at sufferance if it

merely holds over; see FJK Associates v. Karkoski, supra, 52 Conn. App.

68; or a month-to-month tenant if the lessor continues to accept the lessee’s

monthly rental payments following the lease’s expiration. See Bellini v.

Patterson Oil Co., 156 Conn. App. 158, 164, 111 A.3d 987 (2015).