## Facts

- De La Concha of Hartford, Inc. operated a tobacco-related retail store in the Hartford Civic Center, an enclosed mall where tenant businesses depended heavily on overall occupancy, shared promotion, and event traffic.
- De La Concha entered a long-term lease in 1975; the lease was renewed in 1990 and 1995 and expired in September 2000.
- Aetna Life Insurance Company, the Civic Center’s owner/lessor during the relevant period, never realized a profit on the project and sustained substantial long-term losses.
- In anticipation of selling the property, Aetna shifted to shorter-term leasing and modified promotional and operational practices, during which the plaintiff’s business declined.
- The lease included an option to renew conditioned on, among other things, meeting a minimum annual sales level and not being in default.
- De La Concha fell behind on rent and failed to meet the minimum annual sales requirement.
- When De La Concha attempted to exercise the renewal option, Aetna refused, citing rent default and failure to satisfy the sales condition.
- De La Concha alleged Aetna intentionally reduced occupancy and promotional support to depress tenant sales and push out smaller tenants, constituting breach of the implied covenant of good faith and fair dealing and a violation of the Connecticut Unfair Trade Practices Act (CUTPA).

## Issues

1. Whether the trial court clearly erred in finding that Aetna did not act in bad faith in changing leasing/promotional practices and in refusing to renew the lease.
2. Whether, given the evidentiary record, the trial court’s rejection of the implied covenant and CUTPA claims should be reversed.

## Decision

- The Connecticut Supreme Court affirmed the judgment for Aetna after a bench trial.
- The Court held the trial court’s findings that Aetna did not breach the implied covenant of good faith and fair dealing and did not violate CUTPA were supported by the evidence and not clearly erroneous.
- The Court concluded the plaintiff’s appellate arguments largely sought reweighing of evidence and credibility determinations, which is not permitted under the applicable standard of review.
- The Court accepted that Aetna’s conduct was consistent with legitimate business reasons related to an unprofitable property and an impending sale, not a dishonest purpose aimed at harming the plaintiff.
- The Court emphasized that De La Concha’s rent default and failure to meet minimum sales were valid, documented grounds to deny renewal under the lease terms.

## Legal Principles

- Every contract includes an implied covenant of good faith and fair dealing requiring that neither party do anything that injures the other’s right to receive the contract’s benefits.
- Breach of the implied covenant requires proof of bad faith, commonly described as involving a dishonest purpose or intent to mislead or deceive; adverse economic impact alone is insufficient.
- A landlord’s exercise of contractual rights, including refusing renewal based on express conditions such as nondefault and sales thresholds, does not constitute bad faith absent proof of a dishonest or improper motive.
- CUTPA liability premised on the same conduct fails where the trier of fact finds no unfair or deceptive practice and the finding is supported by the record.
- Appellate review of factual findings is deferential; findings are reversed only if clearly erroneous (no evidentiary support or a firm conviction of mistake on the whole record).

## Conclusion

The court upheld judgment for the landlord because the trial court reasonably found no dishonest motive behind the landlord’s leasing and promotional changes and because the tenant’s rent default and failure to meet minimum sales independently justified denial of the renewal option, defeating both the implied covenant and CUTPA claims.


De La Concha of Hartford, Inc. v. Aetna Life Ins. Co., 269 Conn. 424, 849 A.2d 382 (2004)