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Parke Bank, et al v. Bank of America

January 19, 2012

PARKE BANK, ET AL.,
PLAINTIFFS,
v.
BANK OF AMERICA, N.A., DEFENDANT.



The opinion of the court was delivered by: Eduardo C. Robreno, J.

MEMORANDUM

TABLE OF CONTENTS

I. BACKGROUND................................................ 2

A. Lease of the Premises................................ 2

B. Consent to Sublease.................................. 4

C. Blockbuster Sublease................................. 5

D. Restoration Obligation and New Blockbuster Lease..... 6

II. PROCEDURAL HISTORY........................................ 8

III. STANDARD OF REVIEW....................................... 10

IV. DISCUSSION............................................... 12

A. Interpretation of the Lease and Consent to Sublease. 12

B. Bank of America's Restoration Obligation............ 20

V. CONCLUSION............................................... 23

Plaintiffs' Motion for Partial Summary Judgment and Defendant's Cross-Motion for Summary Judgment in this breach-of-contract action are before the Court. The principal issue here is whether a subsequent agreement between a landlord, tenant, and subtenant excused the tenant's restoration obligation under the original lease. For the reasons that follow, the Court will deny Plaintiffs' motion for partial summary judgment and grant Defendant's cross-motion for summary judgment.

I.BACKGROUND

This dispute arises out of three separate but related contracts. The facts are largely undisputed and summarized as follows.

A. Lease of the Premises

On April 20, 1988, Joseph Pacitti, as landlord, entered into a lease with the Connecticut National Bank ("CNB"), as tenant, for a portion of the Vernon Park Center located at 129 Talcottville Road, Vernon, Connecticut (the "Premises"). Compl. ¶ 10, ECF No. 1; Lease for Vernon Park Center 1-2, Compl. Ex. A [hereinafter "Lease"]. The base term of the Lease was for twenty years to commence on December 1, 1988. Lease 3. Plaintiffs acquired Mr. Pacitti's interest as landlord, and Bank of America, N.A., is the successor in interest to CNB as tenant.*fn1

Compl. ¶¶ 10-15. For ease of reference, the Court will refer to Mr. Pacitti, Parke Bank, and Vernon Park Plaza, L.L.C., as "Parke Bank" and to CNB, Fleet National Bank (CNB's successor in interest), and Bank of America, N.A., as "Bank of America."

Before delivery to Bank of America, Parke Bank, at its own expense, outfitted the Premises for use as a bank branch. Compl. ¶ 16; Lease 3-5; Pacitti Dep. 71:23-72:7, Apr. 20, 2011. Upon its expiration, the Lease required Bank of America to surrender the Premises as a bank branch:

Upon any termination or expiration of this Lease, [Bank of America] shall surrender the Premises in the same condition as existed at the Commencement Date, except for normal wear and tear and damage caused by the elements, casualty, or any other cause for which [Bank of America] might be liable, except that [Bank of America] shall have the right but not the obligation to remove any and all improvements and alterations made to the Premises by [Bank of America] or at [Bank of America's] expense.

Lease § 22(f). With regard to assignment or subletting, the Lease provides:

Notwithstanding anything contained herein, it is agreed and understood that [Bank of America] shall have the right to assign this Lease or to sublet the [Premises] with the consent of [Parke Bank] which consent shall not be unreasonably withheld. Any such assignment or subletting shall in no way relieve [Bank of America] from any of ...


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