Case Summary: Isadore Simons v. The New Britain Trust Company

Factual and Procedural Background

The New Britain Trust Company (landlord) brought an action of summary process against its tenant, Isadore Simons, alleging, among other things, that Simons's tenancy had expired by lapse of time. Simons pleaded a general denial and asserted that in October 1906 the parties agreed that he would continue to occupy the premises under a new lease: that he would occupy until March 1, 1907 at $110 per month and thereafter occupy the store, storehouse and barn at $133.33 per month until June 1, 1910, with a proviso giving the Trust Company the right to require him to vacate on two months' notice and specifying payments of $300 if notice given within six months and $150 if given after six months and within one year.

At trial to a jury Simons testified to making a new agreement as alleged. The only documentary evidence consisted of three letters from the Trust Company: (1) a Feb. 15, 1906 letter offering lease terms including rents of $125 or $135 (or staying at $100 by present conditions); (2) a Feb. 21, 1906 letter offering a lease of the store at $110 per month with an understanding that $300 would be returned if compelled to vacate within one year; and (3) a Jan. 3, 1907 notice from the Trust Company notifying Simons to quit possession on or before March 1, 1907 because the company had entered into an agreement with others to rent the premises beginning that day.

The Trust Company denied the existence of any agreement other than the original February 1906 letting and offered evidence in support of that denial. The Court of Common Pleas (Coats, J.) found nothing erroneous and rendered judgment in favor of the defendant; Simons brought a writ of error. The Supreme Court of Connecticut (Prentice, J.) considered the appeal and concluded there was "No error."

Legal Issues Presented

Whether an alleged oral agreement (made while Simons was already a tenant) and the letters in evidence together constituted a valid lease for a term extending to June 1, 1910, or otherwise satisfied the statute of frauds.
Whether the written memoranda (the three letters) sufficiently described the length of the term to satisfy the statute of frauds, or whether parol evidence could be used to supply the length of term omitted from the writings.
Whether doctrines of equity (including part performance) could relax the statute of frauds so as to permit enforcement or recognition of the alleged leasing agreement in this summary process proceeding.

Arguments of the Parties

Appellant (Isadore Simons)

Asserted that a new agreement was made in October 1906 creating a lease extending until June 1, 1910, and that he remained in possession under that agreement.
Requested jury instructions that: (1) the letters together with his verbal acceptance constituted a lease until June 1910; (2) separate writings may be combined to form the memorandum required by the statute of frauds so long as the writings together disclose the agreement; and (3) if the jury found an agreement evidenced by the letters and his acceptance, a formal written lease was unnecessary to entitle him to possession while he remained in occupancy.

Appellee (The New Britain Trust Company)

Denied the existence of any agreement other than the original letting of February 1906 and offered evidence to that effect.
Relied on the position that if the original letting had not been superseded by a valid agreement, the summary process proceedings were properly pursued.

Table of Precedents Cited

Precedent	Rule or Principle Cited For	Application by the Court
Nichols v. Johnson, 10 Conn. 192, 198	Requirement that the statute of frauds be satisfied (memorandum must sufficiently state the term).	Used to support the conclusion that the letters did not satisfy the statute because they omitted the length of term.
Devine v. Warner, 76 Conn. 229, 233, 56 A. 562	Addresses sufficiency of writings to satisfy the statute of frauds.	Cited with Nichols to show the writings were insufficient to establish the term of years.
Comes v. Lamson, 16 Conn. 246, 251	A contract upon which the legislature says no action may be maintained cannot be used to defeat an otherwise legal demand.	Applied to hold that Simons could not use the unenforceable oral agreement as a defense to summary process.
King v. Welcome, 5 Gray (Mass.) 41	Same principle: unenforceable contract cannot defeat a legal demand.	Support for the rule that an oral contract within the statute of frauds cannot be asserted as a defense.
Kelley v. Thompson, 181 Mass. 122, 63 N.E. 332	Same principle regarding unenforceable contracts and defenses.	Confirmed the court's view that the alleged agreement could not be relied on to defeat the landlord's action.
Andrew v. Babcock, 63 Conn. 109, 119, 26 A. 715	Describes the equitable power to relax the statute of frauds and the limited circumstances (part performance) that may justify such relaxation.	Referenced to note that equitable relief is confined to particular conditions not present here.
Van Epps v. Redfield, 69 Conn. 104, 109, 36 A. 1011	Concerning equitable relaxation and limits of part performance as exception to the statute of frauds.	Used to show that this case lacked the conditions justifying equitable relief.
Verzier v. Convard, 75 Conn. 1, 6, 52 A. 255	Limits on applying equitable doctrines to relax the statute of frauds; part performance requirements.	Cited in support of the conclusion that the present case did not present circumstances warranting equitable intervention.
Faton v. Whitaker, 18 Conn. 222, 230	Illustrative of situations where possession under a prior arrangement does not establish a new agreement for purposes of enforcing an oral contract.	Quoted to show that Simons's ongoing possession as tenant under the prior lease did not demonstrate the requisite part performance or change of arrangement.
Grant v. Grant, 63 Conn. 530, 539, 29 A. 15	Addresses the evidentiary or conduct standards required to establish a new agreement sufficient to avoid the statute of frauds.	Used among authorities to show absence of post-agreement conduct justifying recognition of an oral lease.

Court's Reasoning and Analysis

The court's analysis proceeded in these principal steps:

The court examined the documentary evidence (the three letters) and determined that, whether read singly or together, they contained no statement of the length of any letting extending beyond March 1, 1907. Thus they did not set forth the "all-important matter of length of term."
Because the writings omitted the length of the term, Simons had to rely on parol evidence to supply that omission. The court held that the requirements of the statute of frauds were not satisfied by the writings before the jury and that parol evidence could not be used to supply the omitted term so as to create an enforceable lease for the longer term alleged.
The court next considered equitable doctrines. While acknowledging the general equitable power to relax the statute of frauds in appropriate cases (notably part performance), the court emphasized that the limits of that power have been carefully defined and that it applies only under specified conditions.
The court found that this case presented none of the conditions that would justify equitable relaxation: Simons was in possession as the Trust Company's tenant under the prior letting when the alleged new agreement was made, and there was no subsequent conduct by either party indicating a new arrangement or part performance sufficient to overcome the statute.
On those grounds the court concluded the alleged oral agreement could not be enforced nor used as a defense in the summary process action; because the claimed written memoranda failed to specify the term, the statute of frauds barred the asserted lease.
Finally, the court observed that even if there were error in the trial court's refusal to give the requested instructions or in other rulings, the questions were academic because the plaintiff could not have been harmed: the alleged contract was legally insufficient to defeat the landlord's claim.

Holding and Implications

Holding: No error. The Supreme Court of Connecticut affirmed the judgment for the landlord (The New Britain Trust Company), concluding that the alleged agreement for a term of years was within the statute of frauds, that the letters did not contain a sufficient memorandum of the term, and that parol evidence could not supply the omitted term. Equitable doctrines of part performance did not apply given the absence of circumstances justifying relaxation of the statute.

Implications: The direct effect is that Simons could not rely on the alleged oral agreement and the letters as creating or proving a lease extending to June 1, 1910, and the Trust Company's recovery of possession was not defeated by that claim. The opinion applies existing principles about the statute of frauds and the limits of equitable relief; it does not announce any broader or novel departure from those established doctrines.

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ISADORE SIMONS vs. THE NEW BRITAIN TRUST COMPANY.

An oral agreement to lease premises for a term of years is within the statute of frauds. No action can be maintained upon it, nor can it be used by a defendant to defeat a demand otherwise legal and just. An alleged written memorandum of such an agreement which makes no reference whatever to the length of the term, is insufficient to satisfy the requirements of the statute of frauds; nor can such omission be supplied by parol evidence.

PRENTICE, J.

The tenant, Simons, who was the defendant in an action of summary process brought by his landlord, the New Britain Trust Company, sought to defeat the latter's recovery of possession of the leased premises, by imposing upon it the obligations of a lease for an unexpired term of years, given to Simons during his tenancy under a prior letting, which prior letting was the only one which the Trust Company recognized. Such a long term lease, or agreement therefor, made in October, 1906, he set up in his answer, and attempted to establish by evidence. The evidence submitted rested entirely in parol, excepting only three letters sent by the Trust Company to Simons. Whether these letters be read independently or construed together, there can be found in them no statement of the term of the letting proposed or referred to, and no suggestion of a term extending beyond March 1st, 1907. If, therefore, it be conceded that they have reference to a transaction had or consummated at the time stated, nothing can be learned from them which supports the contention of Simons, and he is driven to parol evidence to supply the omission in the writings of a sufficient statement of the all-important matter of length of term. The requirements of the statute of frauds were therefore not satisfied. Nichols v. Johnson, 10 Conn. 192, 198; Devine v. Warner, 76 Conn. 229, 233, 56 A. 562. It is immaterial that Simons set up the alleged long term lease by way of defense and not as the foundation of an action. A contract upon which the legislature says that no action may be maintained cannot be used to defeat a demand otherwise legal and just. Comes v. Lamson, 16 Conn. 246, 251; King v. Welcome, 5 Gray (Mass.) 41; Kelley v. Thompson, 181 Mass. 122, 63 N.E. 332.

It is true that there is a recognized right in courts of equity to relax the strict application of the statute for the prevention of fraud. It is also generally held that part performance of an oral agreement may under proper conditions justify such relaxation. But the limits of this equitable power have been defined with care and precision. Andrew v. Babcock, 63 Conn. 109, 119, 26 A. 715; Van Epps v. Redfield, 69 Conn. 104, 109, 36 A. 1011; Verzier v. Convard, 75 Conn. 1, 6, 52 A. 255. The present case was one before a tribunal having no equity jurisdiction, and it presented none of the conditions which are recognized as justifying equitable relaxation. Simons was in possession as the Trust Company's tenant when the alleged new letting was agreed upon, and no subsequent conduct of either of the parties appears which in any way suggests a new arrangement. Faton v. Whitaker, 18 Conn. 222, 230; Andrew v. Babcock, 63 Conn. 109, 122, 26 A. 715; Grant v. Grant, 63 Conn. 530, 539, 29 A. 15; Van Epps v. Redfield, 69 Conn. 104, 109, 36 A. 1011; Verzier v. Convard, 75 Conn. 1, 7, 52 A. 255.

Such being the case, the questions presented by the appeal are purely academic. Whether the court's failure to charge as requested, or its charge and rulings, were or were not justified in law, the plaintiff in error could not have been harmed thereby.

SIMONS v. NEW BRITAIN TRUST CO