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*********************************************** 
SARGENT, SARGENT & JACOBS, LLC,

AS ESCROW AGENT v. ALAN

THOELE ET AL.

(AC 44397)

Elgo, Alexander and Harper, Js.

Syllabus

The plaintiff escrow agent sought, by way of an action for interpleader, a

determination of the rights to certain funds that the defendant purchaser

had placed in escrow with the plaintiff as a deposit pursuant to a the

purchase and sale agreement made in 2018 for certain real property

owned by the defendant seller. Prior to closing, the purchaser learned

that the seller had entered into an agreement (neighbor agreement)

several years prior with the owners of neighboring properties, which

included a provision for an easement on the seller’s property in order

to connect the neighbors’ properties to the town’s sanitary sewer system

via a sewer line to be installed across the seller’s property. The purchase

and sale agreement did not reference the neighbor agreement or the

potential sewer easement and further represented in § 16 (m) that the

seller was not aware of any claims for rights of passage, easement, or

other property rights to the property. Because of the neighbor agreement,

the purchaser’s title insurance company refused to issue a title policy.

As a result thereof, the purchaser invoked § 9 (b) of the purchase and sale

agreement relating to encumbrances of title and the seller’s obligation

to cure such claimed encumbrance or other defect in marketable title,

specifically the sewer easement, and thereafter terminated the contract

when the seller failed to cure such claimed encumbrance prior to closing.

Subsequently, the plaintiff initiated an interpleader action to determine

the defendants’ rights to the deposit held in escrow by the plaintiff.

Thereafter, each of the defendants filed cross claims against the other,

claiming, inter alia, breach of contract and return of deposit. At trial,

the seller sought to introduce a letter of intent, signed by the defendants

in 2016 during the early negotiations for the sale of the property, which

provided that there was an existing sewer easement that ran with the

land. The purchaser objected to the introduction of the letter of intent

on the basis of the parol evidence rule, arguing that the purchase and

sale agreement contained an integration clause, and, therefore, any

extrinsic evidence related to the contract should be excluded. The trial

court overruled the purchaser’s objection and admitted the letter of

intent as an exhibit, recognizing that it would not be considered in

connection with interpretation or application of the contract and, therefore, could not be used to impute or presume knowledge on the purchaser or alter the contract, but could be used in connection with other

claims such as fraudulent inducement. Following a trial, the trial court

concluded that the seller breached the purchase and sale agreement

and that the purchaser was entitled to a return of its deposit and rendered

judgment in favor of the purchaser, from which the seller appealed to

this court. On appeal, held:

1. Contrary to the seller’s claims that the purchaser could not invoke § 9

(b) of the purchase and sale agreement and could not argue that the

failure to include the existence of the neighbor agreement in the purchase and sale agreement resulted in a material breach of that agreement

because the letter of intent established the purchaser’s knowledge of

the neighbor agreement and potential sewer easement at the time the

purchaser signed the purchase and sale agreement, § 16 (m) of the

purchase and sale agreement established the purchaser’s knowledge at

the time that the agreement was signed and any evidence offered to

alter the purchaser’s knowledge was impermissible under the parol

evidence rule: the trial court correctly determined that the seller relied

on the letter of intent to alter the extent and manner of the parties’

understanding as established in the purchase and sale agreement, as

the agreement was explicit that the property was not subject to any

easements or potential easements and contained no reference to the

neighbor agreement or any potential easement on the property, and,
therefore, the letter of intent was offered to vary or contradict the terms

of the written purchase and sale agreement and was not proper evidence

regarding what the parties agreed to in 2018; moreover, the seller’s claim

that the court erred in determining that the purchaser had no actual

knowledge of the potential sewer easement failed, as the seller relied

exclusively on the letter of intent and, therefore, constituted an additional, impermissible attempt to alter the understanding between the

parties established when they signed the purchase and sale agreement

in 2018.

2. This court declined to review the seller’s claim that the neighbor agreement

was not an additional encumbrance pursuant to § 9 (b) of the purchase

and sale agreement because the purchase and sale agreement required

both the refusal of the purchaser’s title insurer to issue title insurance

and a qualified encumbrance pursuant to title standards, that claim

having been inadequately briefed as the seller failed to cite any law

or analysis in support of this argument that could render the court’s

action improper.

3. This court declined to address the seller’s claim that that the trial court

erred when it determined that the failure to disclose the existence of

the neighbor agreement was a material breach of the purchase and sale

agreement: because the trial court found that the seller had breached

the purchase and sale agreement both by failing to return the deposit

after the purchaser terminated the purchase and sale agreement and in

his misrepresentations in the contract itself, there was no practical relief

that this court could grant the seller with respect to his claim regarding

a material breach, even if the court agreed with such claim, because

the seller failed to challenge the other basis the trial court found a

breach of the contract, and the seller’s liability for breach of the purchase

and sale agreement would remain intact.

Argued February 1—officially released August 2, 2022

Procedural History

Action for interpleader to determine the rights of

the defendants to certain funds held in escrow by the

plaintiff in connection with a real estate transaction,

and for other relief, brought to the Superior Court in

the judicial district of Stamford-Norwalk, where each

defendant filed a cross claim; thereafter, the case was

tried to the court, Hon. Kenneth B. Povodator, judge

trial referee; judgment for the defendant Merwin, LLC,

on the named defendant’s cross claim and in part on

its cross claim against the named defendant, from which

the named defendant appealed to this court. Affirmed.

Alan R. Spirer, for the appellant (named defendant).

Bruce L. Elstein, with whom, on the brief, was John

J. Ribas, for the appellee (defendant Merwin, LLC).
Opinion

ALEXANDER, J. This interpleader action arises from

a dispute between the defendant purchaser, Merwin,

LLC (purchaser),1 and the defendant seller, Alan Thoele

(seller), concerning a failed commercial real estate

transaction.2 The seller appeals from the judgment of

the trial court rendered in favor of the purchaser on

its claims for breach of contract and return of deposit.

On appeal, the seller claims that the court erred in

concluding that (1) the parol evidence rule precluded

consideration of a letter of intent from 2016, (2) the

purchaser did not have actual knowledge of a potential

sewer easement on the property, (3) the potential sewer

easement was an encumbrance on the property, and

(4) the seller’s failure to disclose the potential sewer

easement was a material breach of the purchase and

sale agreement.3 We disagree and, accordingly, affirm

the judgment of the trial court.

The following facts, as found by the trial court, and

procedural history are relevant to our resolution of this

appeal. ‘‘On January 22, 2018, [the defendants] entered

into a contract for the purchase and sale of a parcel of

land located at 1480 Post Road East, Westport [(property)]. . . . Shortly thereafter (and before any closing

date), the [purchaser] invoked a . . . provision of the

contract relating to encumbrances of title and the obligation of the seller to cure such title defects, which

ultimately led to the failure to close and this litigation.’’

Several years before this failed real estate transaction, in or around 2011, ‘‘the seller . . . sought to

obtain a modification of the zoning of the rear portion

of the subject property from residential to commercial.

In connection with that change, the seller had entered

into an agreement with an association of owners of

neighboring residential properties [(neighbor agreement)] . . . .’’ The neighbor agreement ‘‘included a section relating to a sewer line that would connect the

neighbors’ properties to the town’s sanitary sewer system, via a sewer line to be installed across the seller’s

property’’ by way of ‘‘an easement for that purpose.’’

The neighbor agreement provided that ‘‘the easement

and sewer line would be triggered by final approval of

a site plan or special permit for development of the

property.’’ In addition, the neighbor agreement noted

that ‘‘[t]he sewer easement would not be granted and

recorded until after final site plans [for development],

etc., were approved by the town.’’ After the seller

obtained the requested zone change from residential to

commercial, no ‘‘actual site plan application or special

permit application [was] submitted in connection with

any proposed development/redevelopment . . . .’’4

‘‘With respect to the obligations . . . relating to the

sewer line and sewer easement, [the neighbor agreement] provided that ‘[t]he parties agree to bind them-
selves, their heirs, successors and assigns, and the said

obligations [shall] run with the land, unless otherwise

amended or modified by the parties. . . .’ ’’ Despite the

fact that ‘‘[t]he neighbor agreement required the seller

to file on the land records certain restrictions on the

seller’s rights with respect to development as well as

certain obligations of the seller,’’ including the agreement concerning the easement, the document that was

recorded ‘‘made no mention of sewer easement

issues/rights.’’

Several years after the seller entered into the neighbor agreement, he and the purchaser began discussing

a potential sale of the property. In 2016, during the

early stage of negotiations and approximately two years

before the 2018 purchase and sale agreement was

entered into, a letter of intent related to the sale of the

property was drafted. Vincenzo Iannone, the father of

the purchaser’s sole member, signed the letter of intent

on the purchaser’s behalf as an agent of the purchaser.

Under the heading ‘‘ACCESS & EGRESS,’’ the letter

of intent provided the following: ‘‘Sewer Easement for

Cottage Lane is in place on the property and runs with

the land for Access & Egress for [the property].’’ Early

versions of the purchase and sale agreement,5 as well

as the 2018 purchase and sale agreement itself, did

not expressly mention the existence of the easement

‘‘despite language in each contract version relating to

a recitation of all known easements and claimed rights,

and denying the existence of undisclosed rights and

encumbrances.’’

Thereafter, on January 22, 2018, the purchaser and

seller entered into the purchase and sale agreement.

Several sections of the purchase and sale agreement

are relevant to this dispute. Section 9 (b) provides in

relevant part: ‘‘In the event of any objections to title as

set forth in the Purchaser’s written notification pursuant to the above subsection (a) or any additional encumbrance that arise after the date of Purchaser’s title

search which either party become aware of . . . but

prior to the Closing Date, then the Seller upon notice

of such Additional Encumbrance, shall have a period

not to exceed thirty (30) days (the ‘Cure Period’), to

enable the Seller to remove the Additional Encumbrances and Seller shall diligently use its good faith

efforts to remove such Additional Encumbrances. In

the event the Seller is not able to remove the Additional

Encumbrances prior to the Closing or prior to the termination of the Cure Period, then either Purchaser or

Seller may terminate this Agreement . . . . For purposes of this Agreement, nothing shall be deemed to

be an objection or encumbrance against title unless (i)

the Purchaser’s title insurance company shall not be

willing to issue an owner’s title insurance policy insuring marketable title to the Premises without exception

for such objection or encumbrance [(title insurance

provision)], or (ii) such objection or encumbrance is
considered an objection under the Standards of Title

of the Connecticut Bar Association [(standards of title

provision)] . . . .’’ In addition, § 16 (m) of the purchase

and sale agreement, under the heading ‘‘Seller’s Representations and Warranties,’’ provides that the ‘‘Seller is

not aware of any claims for rights of passage, easements

or other property rights over, on or to the Premises,

other than as set forth herein.’’ The purchase and sale

agreement made no reference to the neighbor agreement or the potential sewer easement.

The closing date initially was set for March 8, 2018.

At some time in early 2018, after the purchase and

sale agreement was signed, ‘‘the [purchaser] was made

aware of the existence of [the neighbor agreement]

. . . when a representative of the [purchaser] had been

on the premises and had been approached by one or

more neighbors who articulated anticipation of installation of a sewer line across the subject property as soon

as the property were to be developed.’’ Because of the

neighbor agreement, ‘‘[t]he [purchaser’s] title insurance

company refused to issue a title policy’’ and ‘‘would

not provide coverage for any litigation or costs associated with [the neighbor agreement].’’ On February 28,

2018, the purchaser’s attorney e-mailed the seller’s

attorney, ‘‘invoking [the] provision in the [purchase and

sale] agreement allowing the [purchaser] to give the

seller [thirty] days to cure a claimed encumbrance or

other defect in marketable title, specifically the easement or right to an easement given to the neighbors in

2011.’’ Communications continued between the seller

and the purchaser; however, the seller contended that

‘‘there was nothing requiring a cure, and specified his

insistence on a closing, initially [on] March 8, 2018, and

later April 7, 2018.

‘‘The [purchaser] refused/failed to appear for a closing of title on any specified closing date, and, further

through counsel formally declared its unwillingness to

close at all, absent curative action taken by the seller.

The [purchaser] claimed/treated the contract as unenforceable against the [purchaser] and/or that the seller

had breached the [purchase and sale] agreement by

failing to cure the title issue within the time allowed,

after due demand by the [purchaser]. The [purchaser]

asserted the right to terminate the contract.

‘‘Pursuant to the terms of the [purchase and sale

agreement], $325,000 had been deposited with the plaintiff as escrow agent to ensure the performance of contract obligations. It had been agreed that, upon the

transfer of title, this sum should be paid over to the

seller to be applied to the purchase price, but if the

[purchaser] improperly and contrary to its contractual

obligations failed to perform its obligations under the

[purchase and sale agreement], the deposit was to be

paid to the seller as liquidated damages. If the sale

were not to be consummated but not as a result of any
improper refusal by the [purchaser] to close, such as

based on noncompliance by the seller with a material

contractual obligation resulting in the [purchaser] terminating the [purchase and sale agreement], the deposit

would be returned to the [purchaser]. An interpleader

action was explicitly authorized in the event of an

impasse as to disposition of the deposit.’’ (Footnote

omitted.)

Each of the defendants then filed cross claims against

the other. The seller claimed that the purchaser had

(1) breached the contract when it failed to close on the

property and again when it failed to instruct the escrow

agent to release the deposit as liquidated damages and

(2) breached the covenant of good faith and fair dealing.

In its amended cross claim, the purchaser contended:

(1) it was entitled to return of its deposit because it

made proper demand and terminated the transaction

under § 9 (b) of the purchase and sale agreement; (2)

the seller had breached the contract by failing to disclose the neighbor agreement and the potential sewer

easement contained therein, entitling the purchaser to

return of the deposit plus damages; and (3) the seller

committed fraud in the inducement by failing to disclose

the existence of the neighbor agreement. The case was

tried to the court, Hon. Kenneth B. Povodator, judge

trial referee, on October 2, 3, and 4, 2019.

Following the trial, the defendants submitted simultaneous posttrial briefs. The seller first argued that the

purchaser could not invoke § 9 (b) because ‘‘the requirements [of that section] are predicated on the [purchaser’s] discovery of an additional encumbrance after the

[purchaser] has completed and accepted [the purchaser’s] title search’’ and the purchaser ‘‘did not ‘become

aware’ of the sewer easement in February, 2018.’’ The

seller also claimed that ‘‘[the purchaser] knew about

and acknowledged the sewer easement [from] the [letter of intent] signed and submitted [by the purchaser]

in August, 2016.’’ The seller further argued that the

sewer easement was not an encumbrance because it

did not diminish the value of the property or affect

the marketability of title. The seller contended that the

omission was not a material breach because the neighbor agreement ‘‘had already been acknowledged by [the

purchaser] in the [letter of intent], would not impact

the development of the property, would not cost [the

purchaser] any money and might never need to be

granted.’’ Finally, the seller advanced that he was entitled to retain the deposit because the purchaser was not

permitted to rescind the purchase and sale agreement.

In its posttrial brief, the purchaser claimed that it

was entitled to a return of the deposit based on its

proper request for cure under § 9 (b) and the seller’s

subsequent refusal to cure the encumbrance on the

property as evinced by the neighbor agreement. In addition, the purchaser argued that the seller first breached
the purchase and sale agreement by failing to disclose

the existence of the neighbor agreement and then by

failing to return the deposit. The purchaser also claimed

fraud in the inducement because the seller failed to

disclose the neighbor agreement.

On November 13, 2020, the court issued a memorandum of decision and rendered judgment in favor of the

purchaser on its breach of contract claim and its return

of deposit claim. The court rendered judgment in favor

of the seller on the purchaser’s fraud in the inducement

claim. Finally, the court rendered judgment in favor of

the purchaser on both of the seller’s claims.

On appeal, the seller claims that the court erred in

determining that (1) the parol evidence rule precluded

consideration of the 2016 letter of intent in addressing

the purchaser’s knowledge of the neighbor agreement,

(2) the purchaser was not aware of the continued existence of the neighbor agreement until a neighbor spoke

to one of its representatives about it, (3) the neighbor

agreement created an additional encumbrance on the

property under § 9 (b) of the purchase and sale agreement, and (4) the seller’s failure to disclose the neighbor

agreement in the purchase and sale agreement constituted a material breach of the purchase and sale agreement. We disagree with each of these claims.

I

We first consider the seller’s claims that the court

improperly determined that the parol evidence rule precluded consideration of the letter of intent in addressing

the purchaser’s knowledge of the neighbor agreement

and that the purchaser did not have actual knowledge

of the potential sewer easement until a neighbor spoke

to one of the purchaser’s representatives about it. We

address these claims together because whether the letter of intent can be used to establish the purchaser’s

knowledge is dispositive of the seller’s claim that the

court erred in determining that the purchaser had no

knowledge of the potential sewer easement. The seller

argues that the letter of intent the purchaser’s agent

signed in 2016 established that the purchaser had actual

knowledge of the neighbor agreement and potential

sewer easement at the time it signed the purchase and

sale agreement in 2018 and, therefore, could not invoke

§ 9 (b) and could not argue that the failure to include

the existence of the neighbor agreement resulted in a

material breach of the purchase and sale agreement.

We disagree with both of these claims.

The following additional facts and procedural history

are relevant to our resolution of these claims. At trial,

the purchaser’s attorney objected to the use of the 2016

letter of intent on the basis of the parol evidence rule,

arguing that the purchase and sale agreement ‘‘has an

integration clause . . . and any extrinsic evidence

related to the contract should be excluded . . . .’’ The
purchaser’s attorney also pointed to § 16 (m) of the

purchase and sale agreement, which disclaims any

knowledge of easements or similar rights, to support

his position that using the letter of intent would ‘‘[run]

. . . afoul of the parol evidence rule.’’ In response, the

seller’s attorney asserted that ‘‘[w]e’re not trying to bury

the terms of the contract or offer evidence to interpret

the terms of the contract. . . . [T]he purpose of this

letter of intent is to show that the [purchaser] had notice

of the sewer easement . . . .’’ The court admitted the

letter into evidence, noting that ‘‘[t]he parol evidence

rule is varying the terms of the contract. You have

non-contract claims and you have claims that . . . may

depend upon determination of materiality. So I’m going

to overrule the objection. It’s not going to come in to

vary the terms of the [purchase and sale] agreement.’’

Later during the trial, the seller testified that Franco

Iannone, the purchaser’s sole member, and Vincenzo

Iannone visited the property one or two months after

the letter of intent was signed. The seller testified that

Franco Iannone asked him where the sewer connection

would run and that he showed Franco Iannone the

location.6

In his posttrial brief, the seller argued that

because the 2016 letter of intent mentioned the potential

sewer easement, the purchaser was aware of the potential easement, could not invoke § 9 (b), and was not

entitled to request cure.

In its posttrial brief, the purchaser maintained that

the letter of intent and the testimony about the meeting

could not be used to contradict the terms of the integrated agreement because such evidence ‘‘contradict[ed] the unambiguous terms of the [purchase and

sale] agreement,’’ violating the parol evidence rule.

In its memorandum of decision, the court first discussed the issue of the purchaser’s knowledge of the

neighbor agreement and potential sewer easement and

then addressed the parol evidence rule. Specifically,

the court determined that ‘‘[t]he [letter of intent] was

signed on behalf of the [purchaser] by an individual

allegedly with limited facility with English, and the [purchaser’s] principal did not recall reading the [letter of

intent] after (or implicitly, before) it was signed. An

authorized signature would be sufficient to impute

knowledge to the entity, but would not necessarily

establish actual knowledge in 2018 in the sense of a

then-present awareness. The conduct of the [purchaser], after speaking to the neighbor(s) about the

claimed right to a sewer across the subject property,

is indicative of a lack of actual functional knowledge

as of early 2018—there was a diligent effort to obtain

information about such rights, including efforts to

obtain a copy of the neighbor agreement that embodied/

created whatever rights the neighbors might have.

Whether the [purchaser’s] principal never knew, or

knew in 2016 and forgot by 2018, the court is satisfied
that the [purchaser] did not have actual knowledge/

recollection of the existence or claimed existence of

sewer rights as of the signing of the contract underlying

this dispute.

‘‘More important, the state of knowledge of the [purchaser’s] principal is irrelevant for purposes of interpretation of the contract of sale and the seller’s representations and warranties contained therein. This necessarily

requires the court to address the parol evidence rule

and its applicability. The [purchaser] objected to admission of the [letter of intent] as an exhibit based on the

parol evidence rule. The court allowed the document

as an exhibit, recognizing that it would not be considered in connection with interpretation or application

of the contract, but would/could be used in connection

with other claims, with specific reference to the claim

of fraudulent inducement. The contract addresses in

a number of ways . . . the negation of nonidentified

easements, claimed rights of access or passage, and

anything that might constitute a cloud on title, as well

as a right to insist on curative action being taken in

appropriate circumstances. Any imputed or presumed

knowledge on the part of the [purchaser] to the contrary, based on the [letter of intent] cannot be used to

alter the contract.’’ (Footnote omitted.)

Addressing the seller’s testimony about meeting with

Franco Iannone to discuss the potential sewer easement, the court noted that, ‘‘[a]ssuming that such a

discussion did occur, it does not alter the parol nature

of any evidence contradicting the statements in the

contract relating to the affirmative identification of all

known easements and similar rights and the negation

of any such rights not specifically identified in the document including exhibits/schedules. The prompt efforts

of the [purchaser] to seek documentation relating to

any such easement rights after the 2018 encounter with

neighbors tends to confirm that [Franco] Iannone had

no then-current knowledge or recollection relating to

the existence of easement rights. Knowledge of the

existence of rights in 2016 does not necessarily mean

that the rights continued into 2018, particularly given

the affirmative statements in the contract executed in

2018 that such rights did not exist—the rights could

have lapsed/expired, curative action could have been

taken, etc.’’

On appeal, the seller argues that the letter of intent

is not being used to vary the terms of the purchase and

sale agreement but, rather, represents the purchaser’s

‘‘actual knowledge’’ of the neighbor agreement, precluding the purchaser from taking advantage of § 9 (b).

In response, the purchaser points to § 16 (m) of the

purchase and sale agreement, which provides that the

‘‘Seller is not aware of any claims for rights of passage,

easements or other property rights over, on or to the

Premises,’’ and argues that this provision establishes its
knowledge at the time the purchase and sale agreement

was signed, meaning that any evidence offered to alter

its knowledge is impermissible under the parol evidence

rule. We agree with the purchaser.

‘‘Ordinarily, [o]n appeal, the trial court’s rulings on

the admissibility of evidence are accorded great deference. . . . Rulings on such matters will be disturbed

only upon a showing of clear abuse of discretion. . . .

Because the parol evidence rule is not an exclusionary

rule of evidence, however, but a rule of substantive

contract law . . . the [seller’s] claim involves a question of law to which we afford plenary review.’’ (Internal

quotation marks omitted.) Colliers, Dow & Condon,

Inc. v. Schwartz, 77 Conn. App. 462, 466, 823 A.2d 438

(2003); see also Medical Device Solutions, LLC v. Aferzon, 207 Conn. App. 707, 728, 264 A.3d 130, cert. denied,

340 Conn. 911, 264 A.3d 94 (2021).

‘‘The parol evidence rule is premised upon the idea

that when the parties have deliberately put their engagements into writing, in such terms as import a legal

obligation, without any uncertainty as to the object or

extent of such engagement, it is conclusively presumed,

that the whole engagement of the parties, and the extent

and manner of their understanding, was reduced to

writing. After this, to permit oral testimony, or prior or

contemporaneous conversation, or circumstances, or

usages [etc.], in order to learn what was intended, or

to contradict what is written, would be dangerous and

unjust in the extreme. . . . The parol evidence rule

does not of itself, therefore, forbid the presentation of

parol evidence, that is, evidence outside the four corners of the contract concerning matters governed by

an integrated contract, but forbids only the use of such

evidence to vary or contradict the terms of such a contract. . . .

‘‘Parol evidence offered solely to vary or contradict

the written terms of an integrated contract is, therefore,

legally irrelevant. When offered for that purpose, it is

inadmissible not because it is parol evidence, but

because it is irrelevant. By implication, such evidence

may still be admissible if relevant (1) to explain an

ambiguity appearing in the instrument; (2) to prove a

collateral oral agreement which does not vary the terms

of the writing; (3) to add a missing term in a writing

which indicates on its face that it does not set forth

the complete agreement; or (4) to show mistake or

fraud.’’ (Citation omitted; internal quotation marks

omitted.) Medical Device Solutions, LLC v. Aferzon,

supra, 207 Conn. App. 728–29.

At the outset, we note that the seller does not argue

that the purchase and sale agreement is not integrated

but, instead, contends that the letter of intent was not

offered to vary the terms of the purchase and sale agreement. We conclude that the court correctly determined

that the seller relied on the letter of intent in order
to alter the purchase and sale agreement between the

defendants. Although the purchaser may have been

aware of the potential sewer easement at the time that

its agent signed the letter of intent in mid-2016, the 2018

purchase and sale agreement that the purchaser signed

made clear that the property was not subject to any

easements or potential easements. The purchase and

sale agreement signed in 2018 contained no reference

to any potential easement on the property. Therefore,

any attempt to use previous exchanges regarding the

neighbor agreement is an attempt to alter the ‘‘ ‘extent

and manner of [the parties’] understanding’ ’’ as established by the 2018 purchase and sale agreement. Id.,

728. Consequently, the court correctly concluded that

the 2016 letter of intent was not proper evidence regarding what the parties agreed to in 2018. Additionally, the

seller’s arguments on appeal in support of his claim

that the court erred in determining that the purchaser

had no actual knowledge of the potential sewer easement rely exclusively on the letter of intent and, therefore, constitute an additional, impermissible attempt to

alter the understanding between the parties established

when they signed the purchase and sale agreement in

2018. Accordingly, this claim also fails.

II

We next address the seller’s claim that the court erred

in concluding that the neighbor agreement was an additional encumbrance pursuant to § 9 (b) of the purchase

and sale agreement, therefore entitling the purchaser

to request that the seller cure the issue and, later, to

terminate the purchase and sale agreement when the

seller failed to cure the issue. In support of this claim,

the seller argues, inter alia, that the trial court incorrectly determined that § 9 (b) required that either the

purchaser’s title insurer refuse to issue title insurance

because of the objection to title or that the title objection qualifies as an encumbrance pursuant to the Standards of Title of the Connecticut Bar Association. The

seller contends that the purchase and sale agreement

required both the refusal of title insurance and a qualified encumbrance pursuant to title standards. We

decline to review this claim, however, as it is inadequately briefed.7

The following procedural history is relevant to our

resolution of this issue. In its memorandum of decision,

the court assumed that the contractual provision at

issue was ambiguous and then analyzed whether the

seller’s proposed interpretation—that the clause is conjunctive—would lead to ‘‘[un]reasonable or bizarre

results.’’ The court then determined that ‘‘[t]he seller

has not made the case that treatment of ‘or’ as disjunctive leads to irrational or bizarre results, or that it somehow frustrates the intent of the drafting parties.’’ Thus,

the court read § 9 (b) as requiring curative action if

‘‘either the claimed problem is unacceptable to the title
insurance company for coverage (it insists on an exception to coverage) or the claimed problem satisfies the

definition set forth in the standards of title.’’ (Emphasis

added.) The court then determined that because the

purchaser’s title insurer ‘‘had indicated that it was ‘not

. . . willing to issue an owner’s title insurance policy’ ’’

due to the existence of the neighbor agreement ‘‘the

prospective purchaser was within its rights to invoke

the cure provisions of the contract.’’

On appeal, the seller argues that ‘‘[t]he trial court has

misread the provision’’ because, in order to request

cure, the purchaser’s objection must have satisfied both

the title insurance provision and the standards of title

provision. The seller argues that ‘‘the import of [§] 9 (b)

is that a seller is required to cure/remove an objection

to title that affects marketability’’ and ‘‘a seller is not

required to cure/remove an objection to title which will

not affect marketability.’’ The seller, however, did not

provide any law or analysis in support of this argument.

‘‘We repeatedly have stated that [w]e are not required

to review issues that have been improperly presented

to this court through an inadequate brief. . . . Analysis, rather than mere abstract assertion, is required in

order to avoid abandoning an issue by failure to brief

the issue properly. . . . [When] a claim is asserted in

the statement of issues but thereafter receives only

cursory attention in the brief without substantive discussion or citation of authorities, it is deemed to be

abandoned. . . . For a reviewing court to judiciously

and efficiently . . . consider claims of error raised on

appeal . . . the parties must clearly and fully set forth

their arguments in their briefs. . . . In addition, briefing is inadequate when it is not only short, but confusing, repetitive, and disorganized.’’ (Citations omitted;

internal quotation marks omitted.) Burton v. Dept. of

Environmental Protection, 337 Conn. 781, 803, 256 A.3d

655 (2021).

We conclude that the seller’s claim that the provisions

of § 9 (b) should be read conjunctively is inadequately

briefed. The seller provides no discussion or analysis

of the court’s determination as to why the provisions

should be read in the disjunctive. He fails to point to

any evidence supporting his position. Further, he provides no citation to legal authority supporting his position. Finally, he provides no meaningful analysis of the

claim. See id., 805 (‘‘[a]lthough the number of pages

devoted to an argument in a brief is not necessarily

determinative, relative sparsity weighs in favor of concluding that the argument has been inadequately

briefed’’ (internal quotation marks omitted)). Accordingly, we decline to review this claim.

III

Finally, we address the seller’s claim that the court

erred when it determined that the failure to disclose
the existence of the neighbor agreement was a material

breach. We need not consider the merits of this claim

because the court also found that the seller had

breached the purchase and sale agreement by failing

to return the deposit after the purchaser terminated the

purchase and sale agreement. Because the seller only

claims that one of those determinations was in error,

we cannot provide him with any practical relief.

At trial, the purchaser advanced two bases for its

breach of contract claim. First, it argued that the seller

breached the purchase and sale agreement when it

failed to disclose the existence of the neighbor agreement. Second, it argued that the seller breached the

purchase and sale agreement when it failed to return

the deposit once the purchaser learned of the neighbor

agreement and requested cure, a request which the

seller refused to oblige. ‘‘The court . . . concluded that

there was a breach of contract both in the sense of a

failure to return the deposit after termination and in

the sense of misrepresentations made in the contract

itself.’’ On appeal, the seller only contests the court’s

determination that its failure to disclose the neighbor

agreement constituted a breach of contract. The seller

has not challenged the court’s determination that failing

to return the deposit also constituted a breach of the

purchase and sale agreement. Because the other basis

for the claim of breach of contract is uncontested, even

if we were to agree with the seller that its failure to

disclose was not material, the seller’s liability for breach

of the purchase and sale agreement would remain

intact. Therefore, we cannot provide the seller with any

practical relief. See Centimark Corp. v. Village Manor

Associates Ltd. Partnership, 113 Conn. App. 509, 517,

967 A.2d 550, cert. denied, 292 Conn. 907, 973 A.2d 103

(2009) (‘‘even if we were to conclude that the court’s

decision as to one of the challenged counts was

improper, [the appellant] could be afforded no practical

relief because its liability would rest on the unchallenged finding’’). Therefore, we need not address this

claim.

The judgment is affirmed.

In this opinion the other judges concurred.

1 Franco Iannone is the sole member of the purchaser and will be referred

to by name where appropriate.

2 The plaintiff, Sargent, Sargent & Jacobs, LLC, as the escrow agent, initiated this action against the purchaser and the seller by way of an interpleader

complaint requesting ‘‘[a]n interlocutory judgment requiring the defendants

to interplead together concerning their claims to the funds now in the hands

of the plaintiff’’ and noting that it ‘‘has and claims no interest in the funds

and is willing to pay the same over to such person as is lawfully entitled

to receive the same . . . .’’ The plaintiff is not a party to this appeal. For

clarity, we refer to the two defendants as seller and purchaser throughout

this opinion.

3 For the sake of clarity and ease of discussion, we address the seller’s

arguments in an order different from the way in which they were briefed.

4 The seller submitted ‘‘a conceptual—not actual—development plan . . .

in conjunction with his applications to the town’’ for the zone change.

5 The contract at issue in this case was the third version of the purchase

and sale agreement between the parties. The first two agreements were
terminated largely due to environmental concerns.

6 When asked about such a meeting at trial, although Franco Iannone

remembered various meetings at the property with the seller he could not

recall any discussion of the potential sewer easement or its placement.

7 The seller also argues that, because the purchaser became aware of the

neighbor agreement when its agent signed the letter of intent in 2016, the

purchaser cannot take advantage of § 9 (b). The seller points to the following

language in § 9 (b) to support this position: ‘‘[i]n the event of any . . .

additional encumbrance that arise[s] after the date of Purchaser’s title

search which either party became aware of . . . .’’ (Emphasis added.) On

the basis of this provision, the seller argues that ‘‘[the purchaser] did not

‘become aware’ of the sewer easement in February, 2018.’’ As discussed in

part I of this opinion, however, the letter of intent cannot be used to alter

the understanding contained in the purchase and sale agreement that there

were no easements or potential easements on the property. The court determined that the seller failed to prove that the purchaser was aware of the

neighbor agreement and the potential easement at the time it entered the

purchase and sale agreement. We conclude that the court correctly determined that the purchaser was entitled to invoke § 9 (b).

Further, the seller argues in the alternative that the neighbor agreement

did not affect marketability of title or diminish the value of the property

and, therefore, the purchaser’s objection did not satisfy the standards of

title provision of § 9 (b). In light of our conclusion that we cannot review

the seller’s claim that the provisions in § 9 (b) should be read in the conjunctive due to the seller’s inadequate briefing, we need not consider whether

the standards of title provision was satisfied.