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Rent Acceleration And Liquidated Damages – Connecticut Style


In Connecticut, much the same as other jurisdictions such as Massachusetts, Rhode Island, and New Hampshire, upon the breach of a commercial lease, the Landlord is entitled, unless contrary to public policy, to seek an acceleration of rent or liquidated damages if the lease calls for such remedies, and if the following elements were found to exist:

(1) the damages which were anticipated as a result of the breach were uncertain or difficult to prove;

(2) the parties intended to liquidate damages in advance; and

(3) the amount anticipated was reasonable and not disproportionate to what the parties agreed would be sustained as a result of such a breach.

However, perhaps unlike other jurisdictions, Connecticut courts will not excuse the Landlord from its continuing duty to mitigate and minimize its damages, even if the Landlord may be entitled to accelerated rent or liquidated damages under the lease. In other words, the Landlord’s duty to mitigate endures notwithstanding that the Landlord may otherwise be able to satisfy all the elements necessary to trigger the rent acceleration or liquidated damages provision called for under the lease. In this context, reasonable efforts to mitigate damages implies doing everything reasonable, not everything possible.