## Facts

- A commercial lease for premises in Hartford, Connecticut ran from June 15, 1979, to December 31, 1984, and was later assigned to a supermarket operator (the tenant).
- The lease granted the tenant an option to renew for an additional five-year term, exercisable only by written notice to the landlord at least twelve months before December 31, 1984.
- The tenant did not provide written renewal notice by December 31, 1983.
- In January 1984, the landlord notified the tenant that the lease would terminate on December 31, 1984 due to failure to timely exercise the renewal option.
- In February 1984, the tenant’s counsel asserted the prior attorney died in mid-December 1983 and indicated it was likely the attorney intended to send the renewal notice; the tenant then attempted to renew and requested reconsideration.
- The lease also contained a right of first refusal; the landlord had entered a contract to sell the property to a buyer for a price substantially above the property’s value absent the contract, and the tenant did not exercise the right of first refusal after learning of the agreement.
- The tenant had made substantial business and equipment investments in the premises and claimed significant losses if required to vacate, including difficulty relocating nearby.

## Issues

1. Under what circumstances may equity excuse a commercial tenant’s late exercise of a lease renewal option that requires timely written notice?
2. Whether a court may grant equitable relief excusing late notice without making an explicit finding on the degree of the tenant’s negligence.

## Decision

- The appellate court found error and remanded for further proceedings.
- The court held that the trial court improperly granted equitable relief excusing the late renewal notice without making a necessary factual finding on the degree of the tenant’s negligence.
- The appellate court did not decide whether equitable relief ultimately should be granted; it required a determination of negligence consistent with the governing criteria.

## Legal Principles

- Equity may, in limited circumstances, relieve a tenant from forfeiture resulting from late exercise of a lease renewal option.
- In deciding whether to excuse late notice, courts consider: (1) the degree of the tenant’s negligence; (2) the length of the delay; and (3) the amount of loss to the lessor from a change in position between the contractual exercise date and the late notice.
- Equity does not relieve in cases of willful or gross negligence in failing to satisfy a condition precedent to renewal.
- A trial court must make an explicit finding on the degree of the tenant’s negligence before applying equitable relief to excuse a late renewal notice.

## Conclusion

The appellate court remanded because equitable excusal of a late commercial lease renewal notice requires a threshold factual finding on whether the tenant’s failure was mere neglect or rose to willful or gross negligence, alongside consideration of delay and landlord prejudice.


R & R of Conn., Inc. v. Stiegler, 4 Conn. App. 240, 493 A.2d 293 (Conn. App. Ct. 1985)