## Facts

- Shoreline Communications, Inc. owned a radio communications tower and licensed space on the tower to Eagle Cab Corporation under a written five-year agreement in exchange for monthly payments.
- Eagle assigned the license to Norwich Taxi, LLC.
- Norwich took the assignment without inspecting the tower or otherwise confirming whether the tower would support Norwich’s radio-dispatch needs for its broader, more distant service area.
- After the assignment, Norwich determined it could not successfully install and operate its own equipment on the tower to obtain commercially satisfactory coverage for its operations.
- Norwich notified Shoreline that it considered the contract terminated and stopped paying monthly license fees.
- Shoreline sued Norwich for breach of contract to recover unpaid license fees due under the license.

## Issues

1. Whether Norwich’s unilateral mistake about the tower’s suitability for its operational needs rendered the assigned license agreement voidable.
2. Whether Norwich assumed the risk of its mistake by proceeding with the assignment without reasonable investigation, barring rescission or avoidance.
3. Whether Shoreline could enforce the license agreement against Norwich as assignee for unpaid fees despite Norwich’s inability to use the tower profitably.

## Decision

- The Appellate Court of Connecticut affirmed judgment for Shoreline.
- The court held Norwich remained bound as assignee and was liable for unpaid license fees.
- Norwich’s mistaken assumption about technical feasibility and profitability was a unilateral mistake for which Norwich bore the risk.
- Because Norwich failed to inspect or adequately evaluate the tower before accepting the assignment, rescission and nonperformance were unavailable.

## Legal Principles

- A unilateral mistake does not make a contract voidable when the party seeking avoidance bears the risk of mistake.
- Risk is properly allocated to a party who proceeds with limited knowledge while treating that limited knowledge as sufficient, including by failing to investigate reasonably discoverable facts.
- A license agreement that promises access to tower space does not, without additional assurances, allocate to the licensor the risk that the licensee’s equipment will achieve a desired level of coverage or profitability.
- An assignee generally stands in the shoes of the assignor and remains subject to the contract’s payment obligations absent a valid contractual or equitable defense.

## Conclusion

The court enforced the tower-space license against the assignee and rejected unilateral mistake as a defense because the assignee’s failure to inspect and verify technical suitability before taking the assignment constituted assumption of the risk, leaving it liable for unpaid license fees.


Shoreline Communications, Inc. v. Norwich Taxi, LLC, 70 Conn. App. 60, 797 A.2d 1165 (Conn. App. Ct. 2002)