Petrucelli v. Palmer

MEMORANDUM OF DECISION

I. PRELIMINARY

This is a case of mistake in a real estate transaction. Plaintiffs Michael and Margaret Petrueelli mistakenly believed that a weekend home they were buying from defendant Jeannine Palmer was fully contained within the boundaries of its plot, and that there were no problems with encroachment onto adjacent properties.

The mistake may or may not have been mutual: defendant Palmer claims she did not know that the property had any such problems, but plaintiffs question her credibility. The mistake also might or might not have been caused by Palmer’s representations on a schedule attached to the contract for sale — the Petrucellis say they relied on this form, but Palmer disputes that claim. But these disputes, while important, are not dispositive.

It is undisputed that within weeks of the closing, a survey revealed to the Petrucellis, for the first time, that a corner of the house itself as well as most or all of the septic system are located beyond the rear boundary of the property, on the strip of shoreline that surrounds the lake and is controlled by a power company. 1

Once this fact was revealed, it imposed considerable restraints on what the Petrucellis could do with their newly acquired property. They promptly demanded a rescission of the transaction. Defendant refused, and this lawsuit followed. Plaintiffs invoke the Court’s diversity jurisdiction.

Discovery is complete, and the parties have cross-moved for summary judgment. The Petrucellis ask the Court to rescind the transaction entirely. 2 Palmer seeks a judgment that any recovery is barred because the mistake was more the fault of the Petrucellis than her own.

In the final analysis, whether Palmer had absolutely no knowledge of the problems or whether she knew everything and lied is not material. Similarly, there is no genuine issue as to whether or not the Petrucellis relied on her representations. For the reasons that follow, the Court concludes that this case is tailor-made for application of the equitable remedy of rescission.

*354 II. BACKGROUND

A. Jurisdictional Facts

Plaintiffs properly invoke this Court’s diversity jurisdiction. The Petrucellis are residents of Riverside, Connecticut, Compl. [doc. # 1] ¶ 1, while Palmer “considers her residence in New York as her home,” and the only other properties she has ever owned are two condos in Florida and the Premises at issue in this case. Pis.’ Local Rule 56(a)(1) Statement [doc. # 27] ¶ 75 (citing deposition transcript); Def.’s Local Rule 56(a)(1) Statement [doc. # 25] ¶ 3. 3 1 find that taken as a whole, the record demonstrates that there is complete diversity of citizenship between the plaintiffs and defendant.

The property in controversy was sold to the plaintiffs for $898,000. Although the remedy sought by plaintiffs— rescission of the contract — is equitable in nature, the Supreme Court has stated that in situations where other equitable or non-pecuniary relief is sought, such as declaratory or injunctive relief, “it is well established that the amount in controversy is measured by the value of the object of the litigation.” Hunt v. Wash. State Apple Advertising Comm’n, 432 U.S. 333, 347, 97 S.Ct. 2434, 53 L.Ed.2d 383 (1977); see also DiTolla v. Doral Dental IPA of New York, 469 F.3d 271, 276 (2d Cir.2006). Even in the face of the problems arising from the property’s boundary line, the plaintiffs have submitted a conservative assessment showing that the property is worth at least $200,000. I conclude, therefore, that “the value of the object of the litigation” satisfies the $75,000 amount-in-controversy requirement of 28 U.S.C. § 1332.

B. The Real Estate Transaction

The property that changed hands, located at 9 Lakeshore North, New Fairfield, Connecticut (the “Premises”), is a small plot of land measuring 0.109 acres. It backs up against the shoreline of Candle-wood Lake. The location of that rear boundary was originally determined based on a fixed elevation of 440 feet above sea level. 4 The parties’ submissions refer to this line as the “440’ contour line.” I will do so in this opinion.

*355 Palmer put the Premises up for sale. She received and rejected at least four offers to purchase the property in 2006 and 2007. On August 18, 2007, the Petrucellis made an offer of $900,000, which Palmer decided to accept because it was higher than other offers she had received.

After that offer was accepted, Margaret Petrucelli “hired professionals to conduct a home inspection, test the domestic water, test the air for radon and test the septic system.” [doc. # 27] ¶ 11. Both parties were represented by legal counsel in this transaction. The Petrueellis were considering tearing down the existing structure and building a new home in its place. In anticipation of such a plan, Mrs. Petrucelli visited the lot on more than one occasion and took measurements there. The home itself was also professionally inspected to provide an estimate of how much such work would cost. Also prior to the closing, the septic tank was inspected by Dennis Carlson, the owner of A-l Septic Co. The Petrueellis also consulted Rich Jackson, the Sanitarian for the Town of New Fair-field, prior to the closing.

C. Knowledge of the Boundary Problem

During the course of these professional inspections — performed by persons who were experienced with properties on Candlewood Lake and who might have known that such properties had problems with encroachment below the 440’ contour line — nobody advised the Petrueellis that their property might face similar problems. 5

Margaret Petrucelli even visited, at one point, a public records office, where she reviewed the file concerning the property she was acquiring. But after reviewing the file, she had no new concerns or questions about the configuration of the property.

The uncontroverted testimony is that Margaret Petrucelli knew, prior to the closing, that the 440’ contour line determined the rear boundary of her property. *356 But crucially, she did not know what that line was, or where precisely on the property it was located. The Petrucellis allege, and Palmer admits, that “[u]pon receipt and review of the Property Survey ... the plaintiffs were shocked to learn that a portion of the house at the Premises and almost all of the rear yard, including the area where the septic tank and leaching fields are located, are beyond the rear boundary line of the Premises.” [doc. # 27] ¶ 54; [doc. # 30-2] ¶ 54.

Less clear from the record is how much Palmer knew about the location of the 440’ contour line or the encroachment problems posed by the rear corner of the house and the septic system. In her statement of material facts as to which she contends there is no dispute, Palmer alleges:

7. At no time during her period of ownership was Palmer aware of any issues regarding the location of the septic system or how the house was situated on the lot.

8. During her period of ownership, she was not aware of ever having a survey done of the property; having it appraised; having any work done that required a building permit; nor having repairs or improvements done to the septic system.

11. During her period of ownership, she was not familiar with the concept of the 440’ elevation line.

12. During her period of ownership, Palmer was unaware of anyone else in the area having an issue regarding property boundaries and the septic system.

13. Palmer’s husband had taken care of issues relating to the property.

Def.’s Local Rule 56(a)(1) Statement [doc. # 25] at 2-3.

The Petrucellis contest these assertions. They acknowledge that Palmer “testified during her deposition on May 29, 2008, that she was not aware of any issues regarding the encroachments at the premises,” but seek to discredit this testimony by pointing to other perceived inconsistencies between what Palmer has said and written with respect to her knowledge of the boundaries at the Premises. See Pis.’ Local Rule 56(a)(2) Statement [doc. # 31] ¶¶ 7-13, at 1-4.

This dispute may be genuine, but it is not material under the governing law. The result is the same, whether Palmer was telling the truth in her deposition or not.

III. DISCUSSION

A. Standard of Review

On their cross-motions, both parties argue that discovery has not uncovered any genuine issues of material fact, and that the case is ripe for summary judgment.

Rule 56(c) of the Federal Rules of Civil Procedure provides that a moving party is entitled to summary judgment “if the pleadings, the discovery and disclosure materials on file, and any affidavits show that there is no genuine issue as to any material fact and that the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(c) (2008). “A fact is material when it might affect the outcome of the suit under governing law. An issue of fact is genuine if the evidence is such that a reasonable jury could [have] return[ed] a verdict for the [appellant].” Miner v. Clinton County, 541 F.3d 464, 471 (2d Cir.2008) (brackets in original) (quoting McCarthy v. Dun & Bradstreet Corp., 482 F.3d 184, 202 (2d Cir.2007)). In this diversity action, the governing law is that of the state of Connecticut. “[U]nless the non-moving party offers some hard evidence *357 showing that its version of the events is not wholly fanciful, summary judgment is granted to the moving party.” Id. (quoting McCarthy).

B. Analysis

Both parties have identified areas of factual dispute. For example, the Petrucellis contend, and Palmer denies, that “the harm they have suffered cannot reasonably be calculated in money damages.” Pis.’ Local Rule 56(a)(1) Statement [doc. # 27] ¶ 70. Similarly, Palmer contends that “[n]o governmental official has threatened enforcement action against use of the property,” Def.’s Local Rule 56(a)(1) Statement [doc. # 25] ¶ 33, “[m]any Candlewood Lake waterfront properties have septic systems located beneath the 440’ contour line,” id. ¶ 40, and “[a] new septic system can be installed on the lot for the existing house and a permit can be obtained for it, with waivers and variances,” id. ¶ 43, all of which plaintiffs deny. See Pis.’ Local Rule 56(a)(2) Statement [doc. # 31] ¶¶ 33, 40, 43.

There may be genuine issues of fact with respect to these matters. However, in the view I take of the case, these issues are not material, since they do not affect the ultimate question of the defendant’s liability, under either tort or breach-of-contract theories.

The Petrucellis also allege that they relied on Palmer’s misrepresentations, described infra, and that “[h]ad the plaintiffs known of the encroachments before they signed the Contract, they would not have agreed to purchase the Premises,” Pis.’ Local Rule 56(a)(1) Statement [doc. #27] ¶ 61. This allegation is certainly material — without such reliance, the Petrucellis cannot establish a key element of their claims — but for reasons described infra, I find that any dispute over such reliance is not genuine.

Defendant Palmer has also alleged that the contract in this case is ambiguous. If that were true, then the case would not be suitable for a disposition on summary judgment on at least the claim for breach of contract. See Topps Co., Inc. v. Cadbury Stani S.A.I.C., 526 F.3d 63, 68 (2d Cir.2008) (“[Generally ... a motion for summary judgment may be granted in a contract dispute only when the contractual language on which the moving party’s case rests is found to be wholly unambiguous and to convey a definite meaning.... Ambiguity here is defined in terms of whether a reasonably intelligent person viewing the contract objectively could interpret the language in more than one way.”). But since I conclude that the contract is not ambiguous, decision on these cross-motions for summary judgment is appropriate.

C. Written Representations

I begin with the transaction documents. The Petrucellis argue that they contain unambiguous representations that are demonstrably inaccurate.

The most salient of these representations appear in Schedule B to the contract of sale. Schedule B’s prefatory paragraph reads: “Seller has no reasonable cause to doubt the accuracy of and hereby represents, in order to induce Buyer to enter into this Contract, that ... the following statements are accurate: ...” Pis.’ Local Rule 56(a)(1) Statement, Ex. Q. [doc. # 27-19] at 13 (emphasis added). 6 A number of lettered paragraphs follow. Paragraph D provides in part: “Any buildings, appurtenances, systems and driveways servicing *358 said Premises are entirely within the boundary lines of said Premises.” Paragraph K provides in part: “The Seller represents that the Premises are serviced by a septic tank and leaching fields located entirely within the lot lines of the Premises, [and] that the tank and fields serve no other Premises.” Id. at 14 (emphasis added).

Palmer concedes that the statements in paragraphs D and K of Schedule B were inaccurate. Given the post-sale survey, she must do so. But Palmer argues that any representations she made were qualified by Schedule B’s prefatory paragraph, a construction the Petrucellis reject. Specifically, the parties disagree over the importance of the introductory phrase with which Schedule B begins: “Seller has no reasonable cause to doubt the accuracy of....” Id. at 13.

Plaintiffs assert that Schedule B’s prefatory paragraph makes two representations: first, that Palmer had no reasonable cause to doubt the accuracy of the subsequent statements; and second, independently, that those -statements were affirmatively true. Palmer reads it differently. According to her, the introductory phrase disclaims or limits everything that follows in Schedule B. In other words, Palmer argues that the disputed language makes only the first representation of the two representations that the Petrucellis identify, namely, that Palmer had no reason to doubt the accuracy of the statements concerning the Premises which appear in paragraphs D and K of Schedule B.

■ In the alternative, Palmer argues that even if her interpretation is not clearly correct, then this prefatory language is ambiguous. Palmer also asks that any ambiguities in the Contract be construed against the party that drafted the language in dispute. In the case of Schedule B, that would require me to construe any ambiguities in Schedule B against the Petrucellis, since it was their attorney who, upon examining the contract drafted by Palmer’s attorney, drafted Schedule B and advised the Petrucellis to insist upon its inclusion in the contract of sale.

1. The Prefatory Paragraph to Schedule B Is Not Ambiguous

The Connecticut Supreme Court has provided clear and comprehensive guidance when examining a contract for existence of an ambiguity:

In determining whether a contract is ambiguous, the words of the contract must be given their natural and ordinary meaning. A contract is unambiguous when its language is clear and conveys a definite and precise intent. The court will not torture words to impart ambiguity where ordinary meaning leaves no room for ambiguity. Moreover, the mere fact that the parties advance different interpretations of the language in question does not necessitate a conclusion that the language is ambiguous. Furthermore, a presumption that the language used is definitive arises when, as in the present case, the contract at issue is between sophisticated parties and is commercial in nature.

In contrast, a contract is ambiguous if the intent of the parties is not clear and certain from the language of the contract itself. [A]ny ambiguity in a contract must emanate from the language used by the parties. The contract must be viewed in its entirety, with each provision read in light of the other provisions; and every provision must be given effect if it is possible to do so. In addition, [w]hen there are multiple writings regarding the same transaction, the writings should be considered together in construing the contract. If the language of the contract is susceptible to *359 more than one reasonable interpretation, the contract is ambiguous.

United Illuminating Co. v. Wisvest-Connecticut, LLC, 791 A.2d 546, 549-50, 259 Conn. 665, 670-71 (Conn.2002) (collecting cases) (internal quotation marks and citations omitted); see also Omega Engineering, Inc. v. Omega, S.A., 432 F.3d 437, 446 (2d Cir.2005) (citing United Illuminating as a leading case for determining contractual ambiguity under Connecticut law).

I begin by highlighting the Connecticut Supreme Court’s instruction that “the mere fact that the parties advance different interpretations of the language in question does not necessitate a conclusion that the language is ambiguous.” 791 A.2d at 550. Palmer cannot simply advance a dubious interpretation and then rely upon her having done so to have this Court read the Contract more favorably to her. Palmer is correct that “[w]here the language is ambiguous ... we must construe those ambiguities against the drafter.” Ramirez v. Health Net of Northeast, Inc., 938 A.2d 576, 586, 285 Conn. 1, 13-14 (Conn.2008) (quoting Cantonbury Heights Condominium Ass’n v. Local Land Dev., LLC, 873 A.2d 898, 273 Conn. 724, 735 (Conn.2005)) (internal quotation marks and citations omitted). But as I discuss below, I do not find that “the language is ambiguous,” so there is no need for me to apply this doctrine.

Giving the words of the Contract “their natural and ordinary meaning,” the plaintiffs’ proposed construction of the prefatory language clearly prevails. The clause “Seller has no reasonable cause to doubt the accuracy of and hereby represents ... that ... the following statements are accurate” is susceptible to only one reasonable interpretation: that the defendant had no cause to doubt the accuracy of her statements and, simultaneously, made an affirmative representation that the subsequent statements were affirmatively true. In particular, the placement of the phrase “and hereby represents” precludes any other result; it would need to be rephrased or omitted entirely in order for the defendant’s proposed interpretation to prevail.

Furthermore, Connecticut law requires that I interpret this contract “with each provision read in light of the other provisions.” United Illuminating, 791 A.2d at 550. Taking the Contract as a whole, the intent of the parties is unquestionably “clear and certain from the language of the contract itself,” and I clearly perceive that intent to have been that Schedule B makes affirmative representations that were intended to induce the Petrucellis into buying the Premises.

In keeping with basic principles of contractual interpretation, I need to give effect to all the language included in the Contract, because “[t]he law of contract interpretation militates against interpreting a contract in a way that renders a provision superfluous.” United Illuminating, 791 A.2d at 552; see also Ramirez, 938 A.2d at 586. According to Palmer, if the point of Schedule B was to make affirmative representations, such a reading would render the first part of the sentence — that “Seller has no reasonable cause to doubt the accuracy of’ those statements — completely superfluous. In her view, “[a] more logical interpretation is that the first portion limits the scope of the representation.” Def.’s Memo, in Opp’n [doc. # 30] at 4.

While Palmer’s argument has some force, the converse argument is more compelling: reading the introductory phrase as a qualification or limitation on the representations in Schedule B renders superfluous the second part of the sentence— “and hereby represents, in order to induce *360 Buyer to enter into this Contract, that ... the following statements are accurate.... ” Indeed, the entirety of Schedule B would be largely robbed of its purpose if it operated merely, as defendant suggests, to disclaim any “reasonable cause to doubt the accuracy of” its representations. Such a disavowal might work to reassure an already-confident buyer, but it would hardly induce a cautious buyer “to enter into this Contract.”

Furthermore, it is entirely plausible that Schedule B actually makes two meaningful representations to the prospective buyers, as the Petrucellis argue. That is because it is easy to imagine that one could make an affirmative representation while still harboring some reasonable cause to doubt its accuracy. For example, if a seller had suffered through years of pernicious and recurrent termite infestations, but the most recent exterminator had certified that no termites remained, that seller could, in theory, affirmatively “represent” that paragraph H of Schedule B was true: “All buildings located on said Premises are free of termites, vermin or other infestation....” Nevertheless, that hypothetical seller would have reasonable cause to doubt the accuracy of that representation — because the termites had always returned — and so that seller might negotiate to limit or eliminate either the preamble or the specific representations in paragraph H.

Finally, as I have already mentioned, Palmer points to the doctrine of contra proferentem to suggest that “ambiguities are to be construed unfavorably to the drafter.” Black’s Law Dictionary, “contra proferentem” (8th ed. online 2004); see also Def.’s Mem. in Opp’n [doc. # 30] at 7. However, the most recent Connecticut Supreme Court opinion to put forward the reasoning for this policy makes clear that the rule does not apply in all situations. “That rule tilts the balance against the party who actually drew the contract whenever two interpretations of a contractual provision seem equally possible.” Ravitch v. Stollman Poultry Farms, Inc., 328 A.2d 711, 717, 165 Conn. 135, 145-46 (Conn.1973) (emphasis added).

In other words, the doctrine of contra proferentem works as a tiebreaker in close cases; it should not be applied when the totality of the contract at issue clearly demonstrates clearly what the parties intended them agreement to be. For that reason, I decline to apply the doctrine here, where the intent of the parties can be easily determined from the contract’s plain language, and where the defendant’s interpretation would do far more violence to the plain language of the contract than the plaintiffs’ interpretation.

2. Palmer’s Statements in Schedule B Were Misrepresentations

It follows from this analysis that Palmer’s statements in Schedule B were, in fact, misrepresentations. This establishes the first, and most basic, element of a claim for misrepresentation that must be found before a claim for any kind of misrepresentation — fraudulent, negligent, or unintentional — may proceed. See Citino v. Redev. Agency of City of Hartford, 721 A.2d 1197, 1207, 51 Conn.App. 262, 275 (Conn.App.1998).

Palmer may also have made misrepresentations on the Residential Real Estate Disclosure Report and breached the warranties of the statutory Warranty Deed that she signed. The Petrucellis level these charges. Palmer denies them both. The property disclosure, she argues, is limited by statute to the declarant’s own personal knowledge. See Conn. Gen.Stat. § 20-327b(d)(2); Giametti v. Inspections, Inc., 824 A.2d 1, 5, 76 Conn.App. 352, 357 (Conn.App.2003) (“We hold that the plain *361 tiff could have sought relief under this statute only for a knowing misrepresentation in the statutory report.” (emphasis in original)). She also argues that the covenants included in a statutory warranty deed, specified in Conn. Gen.Stat. § 47-36d, “are irrelevant to this case,” since there is no claim “that the premises were encumbered beyond the encumbrances set forth in the deed.” Def.’s Mem. [doc. # 25-4] at 18-19.

Palmer’s argument with respect to the real estate disclosure has more force than her argument with respect to the covenants in the statutory warranty. But I need not decide these questions, since I conclude that the misrepresentations in Schedule B alone are sufficiently material to justify rescission in this case — and that is the only remedy the Petrucellis seek.

D. Reliance on Schedule B 1. Neither Paragraph 5(b) Nor the Method of Schedule B’s Incorporation Precludes the Petrucellis from Relying on That Schedule

Palmer also argues that plaintiffs are precluded from pleading their reliance on Schedule B in light of the disclaimer in paragraph 5(b) of the Contract, which states that “[n]either the Seller, nor any representative of the Seller, has made any representation upon which the Buyer relies ... except as herein expressly set forth.” Def.’s Mem. [doc. # 25-4] at 7-11. In cases where contracts have included such a disclaimer and did not “expressly set forth” other material representations, courts in Connecticut have denied plaintiffs a right of recovery. See Gibson v. Capano, 699 A.2d 68, 72-73, 241 Conn. 725, 734 (Conn.1997) (“Despite their actual knowledge of the property’s prior condition, the plaintiffs agreed to the clause ... that disclaimed their reliance on representations made by the defendants.... [T]he plaintiffs cannot now argue that they were induced to agree to the clause as a result of the defendants’ misrepresentation.”).

Schedule B was incorporated into the Contract by means of a footnote designated by an asterisk at the end of paragraph 5(a). Palmer argues that because the footnote was appended to paragraph 5(a), it is not “herein expressly set forth” with respect to paragraph 5(b), and therefore paragraph 5(b) limits the scope of any reliance that the Petrucellis may claim. Def.’s Mem. in Opp’n [doc. #30] at 6.

I find this structural argument wholly unpersuasive. The parties clearly intended to make Schedule B an integral part of their agreement, and Schedule B exists “in order to induce Buyer to enter into this Contract.” The location of the footnote where it is incorporated does not even begin to suggest that the parties actually intended Schedule B to be an empty gesture upon which the buyers could place no reliance. The disclaimer in paragraph 5(b) is clearly directed at representations that are outside the four comers of the Contract.

It is also clear that this is not a simple case, as Gibsott, where the plaintiffs knew of a potential problem but still agreed to a disclaimer clause in the contract. Indeed, “a clause disclaiming reliance by the buyer on the seller’s representations is a valid contract term” only when it is made “in the absence of a claim of mistake, fraud or unconscionability.” Gibson, 699 A.2d at 71, 241 Conn. at 731. Here, the plaintiffs have pleaded both fraud and, in the alternative, what amounts to mutual mistake: “Whether Mrs. Palmer knew that representations were false or she misrepresented the state of her knowledge by affirmatively representing that she knew that which she did not know, Mrs. Palmer is liable as a matter of *362 law....” Pis.’ Local Rule 56(a)(2) Statement [doc. # 31] at 3.

2. Record or Constructive Notice of the Plot Plan

Palmer has also contended that reading the Contract as a whole requires the Court to charge the Petrucellis with record notice, or constructive notice, of the plot plan that was on file with the town planning office. That plot plan, had the Petrucellis examined it closely, would have disclosed to them the exact length of the property’s boundai’ies on either side, and measuring those distances on the actual lot would presumably have led them to the conclusion that some or all of the backyard, where Margaret Petrucelli knew the septic tank to be located, was outside of the property’s boundaries. If she had measured carefully enough, she might even have realized that a corner of the house was outside the rear boundary line.

In support of the proposition that the Petrucellis should be charged with constructive or record notice, Palmer cites only to Williston on Contracts, Def s Mem. [doc. # 25-4] at 10 (quoting 17 Williston on Contracts § 50:25 (4th ed. Supp. 2008)), and even Williston qualifies this rule: “The doctrine of caveat emptor requires a purchaser of real property to ascertain those defects in the property that a reasonable inspection would have disclosed, unless the seller does or says something to prevent the purchaser from making such an inspection.” 17 Williston on Contracts § 50:32 & n. 74 (4th ed. Supp. 2008) (footnotes omitted) (emphasis added). Besides, the restatements of law counsel the opposite result. See, e.g., Restatement (Second) of Torts § 540, “Duty To Investigate” (1977) (“The recipient of a fraudulent misrepresentation of fact is justified in relying upon its truth, although he might have ascertained the falsity of the representation had he made an investigation.”).

Moreover, to hold that Margaret Palmer should have measured out any distances at the property is, in my view, tantamount to requiring an amateur survey. But Connecticut cases stand for the opposite proposition — that buyers are not required to obtain a survey when they have affirmative representations that eliminate the need for such a survey. See Kavarco v. T.J.E., Inc., 478 A.2d 257, 262, 2 Conn.App. 294, 301 (Conn.App.1984) (“The recent weight of authority is that the right to rescind a contract for the sale of land, or a contract for the sale of a business, or a lease, is not necessarily destroyed because the buyer failed to make an independent investigation which would have revealed that the representation upon which he relied was false.”). For example, in Clark v. Haggard, the Connecticut Supreme Court held that a land buyer was not required to conduct his own survey, so long as the seller had taken it upon himself to make affirmative representations about the property being sold. 109 A.2d 358, 361, 141 Conn. 668, 673 (Conn.1954) (“Without knowledge, [defendants] recklessly ... made false representations to induce the plaintiff to rely upon them. The plaintiff did rely upon them to his loss. It matters not that the plaintiff had the opportunity to have the land surveyed. His omission to have a survey made was a natural consequence of the fraudulent misrepresentations.”)

In the Petrucellis’ case, the plot plan on file at the town hall may have included the distances along the side boundaries of the property, but it was also incomplete in two respects. First, the plan omits any structures on the property whatsoever, making it impossible to determine whether the house or other structures were within the bounds of the property without going to *363 the property and conducting a survey 7 Second, the plan on file with the town was incomplete because it omits any depiction or representation of the land owned by the power company behind the lots shown. Instead, in the white space behind those lots appears the text “Lake Candlewood,” making it appear that the rear boundaries of all of the properties on this map is actually the shoreline, which is not the case: hence this litigation.

In light of the omissions on the plot plan, and because no Connecticut law requires any other result, I decline to charge the Petrucellis with any kind of notice regarding the location of the rear boundary. Just because the Petrucellis could have connected the dots with a measuring tape and their own amateur survey does not mean that the law requires them to do so, and it does not. The Restatement allows parties to place reasonable reliance on each others’ representations without investigating their accuracy. The Petrucellis were entitled to rely on the representations made by Palmer in Schedule B.

3. The Petrucellis Relied on Schedule B

Perhaps the most crucial area of disagreement between the parties is on the issue of reliance. In their proposed statement of uncontested facts, the Petrucellis allege that:

38. Although the Petrucellis intended to obtain a survey of the Premises shortly after the closing, they relied on the representations of Mrs. Palmer in deciding that there was not a need to complete the survey prior to the closing. They specifically relied on Mrs. Palmer’s specific representations that all structures and systems at the Premises, in particular the septic system and leaching fields, were located within the boundaries of the Premises. The Petrucellis would not have signed the Contract without receiving the representations set forth in Schedule B from Mrs. Palmer.

61. The plaintiffs relied, on the defendant’s explicit representations and warranties in the real estate contract, the residential disclosure form, title affidavit and the warranty deed that Mrs. Palmer held good title to the Premises and that the house and the septic system, serving the Premises were located entirely within the property boundaries described in the warranty deed. Had the plaintiffs knoim of the encroachments before they signed the Contract, they would not have agreed to purchase the Premises.

Pis.’ Local Rule 56(a)(1) Statement [doc. #27] ¶¶ 38, 61, at 11, 17-18 (emphases added).

Palmer denies these paragraphs in her counter-statement, 8 and cites several portions of Margaret Petrucelli’s deposition as evidence. First, she points to Margaret Petrucelli’s statement in her deposition *364 that she first heard term 440’ contour line “before the closing” and she understood it to mean “that who owned the lake owned up to that line,” Depo. of Margaret Petrucelli, Def.’s Local Rule 56(a)(2) Statement, Ex. C [doc. # 30-2 at 18] 11. 8-23. Palmer also points to Margaret Petrucelli’s deposition statement that she “measured the house” with a tape measure “just to see how wide the actual house” was, [doc. # 30-2 at 19] 11. 3-15, and the fact that the septic inspector Dennis Carlson pointed out to Margaret Petrucelli where the septic tank and leaching fields were located on the lot, and that “he could have” said something to her about the 440’ contour line, although Margaret Petrucelli did not “remember any discussions about that with him.” [doc. #30-2 at 20] 11. 3-16. Palmer also cites several pages of Mai’garet Petrucelli’s deposition testimony concerning her sources of information for the rear boundary of the property. 9

Lastly, Palmer cites the Petrucellis’ response to an interrogatory to regarding *365 the number of times they personally visited the premises before the closing, to which they responded that Margaret Petrucelli personally visited “approximately three” times, while Michael Petrucelli visited “approximately two” times. [Doc. # 30-2 at 31].

The implication that Palmer seeks to create from all this testimony is that the Petrucellis did not actually rely on Schedule B for their understanding of the location of the rear boundary, either when they signed the contract for sale or when they closed on the property. Presumably, at trial, she would ask a jury to speculate that the Petrucellis might have relied on something other than Schedule B, such as perhaps their own intuition, or on Margaret Petrucelli’s conversation with Palmer’s realtor, or on representations made by other persons unknown' — indeed, “[a]part from the closing documents,” [doc. # 30-2 at 26] 1. 13, the Petrucellis could have relied on anything within the universe of things they knew, or might have known, about the property prior to the closing.

In essence, the parties are arguing over a hypothetical: What would the Petrucellis have done if the Contract had not included the representations contained within Schedule B? If the Petrucellis could satisfy the jury that they would not have signed the contract without Schedule B, then that would logically imply that they had relied, in fact, on Schedule B.

But this hypothetical, which cannot be proved, distracts from the real question that the jury would have to decide, which is not what might have happened, but what actually did happen. On the record before me, I find that no reasonable jury could conclude anything other than that the Petrucellis did in fact rely on the representations in Schedule B.

This conclusion is built on several observations, which are uncontested in the record. First, I note that the first draft of the contract for sale was drafted by Palmer’s attorney in the transaction, and it did not contain Schedule B. Pis.’ Local Rule 56(a)(1) Statement [doc. # 27] ¶¶ 15, 17, 23. Crucially, however, the contract already did contain paragraph 5(b), id., which is in the mold of an integration clause, and in which the Petrucellis disavoived any reliance on “any representation ... as to the make, quality, value, condition or other matter relating to the premises or any building, system, fixture or appliance located thereon, except as herein expressly set forth” Id. at Ex. Q [doc. #27-19] ¶5^) (emphases added).

It is entirely understandable, then, that the Petrucellis’ attorney in the transaction would have been dissatisfied with the contract presented by Palmer, since there was almost nothing upon which the Petrucellis could rely in the way of representations about the property. The Petrucellis’ attorney therefore incorporated into the contract a new set of representations upon which the Petrucellis could rely, in the form of Schedule B. Pis.’ Local Rule 56(a)(1) Statement [doc. # 27] ¶ 17. This is the version of the contract that he forwarded to his clients for their signature. Id.

It is also clear that the Petrucellis were paying close attention to Schedule B, since it is uncontested that the attorney “and Mrs. Petrucelli exchanged four drafts of Schedule B before the Petrucellis were satisfied and agreed to execute the contract.” Id. Indeed, Mrs. Petrucelli averred that “[i]n my review of the various drafts of Schedule B, I had noted, relied upon, and considered as essential terms the seller’s representations that the Premises comply with all applicable planning, zoning and health code regulations and that the buildings and systems, specifically including the septic system and leaching fields,