Justia Connecticut Supreme Court Opinion Summaries

Old Colony Construction, LLC failed timely to complete a public works contract with the Town of Southington. The Town elected to terminate the contract on the basis of convenience. Old Colony subsequently filed suit against the Town alleging breach of contract. The Town counterclaimed seeking liquidated damages for breach of contract. The trial court rendered judgment in favor of Old Colony on its breach of contract claim and in favor of the Town on its liquidated damages counterclaim. The court awarded the Town liquidated damages and permitted the set off of those damages against the damages awarded to Old Colony for the Town’s failure to pay sums due under the contract’s termination for convenience provision. Old Colony appealed, arguing that the Town was barred from collected liquidated damages because termination for convenience precludes any default based remedies available for termination for cause and because the Town’s contribution to the delay rendered the liquidated damages provision unenforceable. The Supreme Court affirmed, holding that the trial court properly awarded liquidated damages and properly denied Old Colony’s request for an equitable adjustment in the contract. View "Old Colony Constr., LLC v. Town of Southington" on Justia Law

Plaintiff, a restaurant supply company, leased commercial property from Defendant. The lease provided Plaintiff and the guarantor with the option to purchase the premises during the term of the lease. In a separate provision, the lease required Defendant to perform environmental remediation on the premises. Plaintiff told Defendant that it had elected to exercise the option to purchase the premises but that, before the parties could close on the transaction, Defendant had to fulfill its obligation to complete the environmental remediation. Plaintiff, however, never attempted to tender payment of the purchase price. Plaintiff subsequently filed this action requesting that the trial court order specific performance of the option to purchase provision in the lease. The trial court declined to order specific performance. The Appellate Court affirmed, concluding that Plaintiff had failed to exercise the option to purchase in accordance with its terms. The Supreme Court affirmed, holding (1) because Plaintiff did tender the purchase price as required, it failed to exercise the option to purchase when the option was available; and (2) the doctrine of frustration of purchase did not apply in this case because Defendant’s lack of environmental remediation did not interfere with the purpose of the lease. View "Howard-Arnold, Inc. v. T.N.T. Realty, Inc." on Justia Law

Plaintiff and Defendant each owned fifty percent of an LLC, which owned commercial real estate (the premises). Plaintiff agreed to sell his interest in the LLC to Defendant. The parties subsequently executed a buyout agreement that provided for a certain purchase price and contained a contingency clause requiring Defendant to pay Plaintiff an addition to the purchase price if specified conditions were met. The parties closed on the sale under the buyout agreement. Defendant then sold the entire premises to a third party. Plaintiff filed a breach of contract action against Defendant alleging that Defendant breached the buyout agreement by not paying Plaintiff a contingent addition to the purchase price as required by the contingency clause. The trial court granted summary judgment for Plaintiff. A divided Appellate Court panel affirmed. The Supreme Court affirmed, holding that the Appellate Court (1) properly determined that the contract at issue was unambiguous; and (2) properly affirmed the trial court’s postjudgment interest award where the trial court declined to award prejudgment interest. View "Salce v. Wolczek" on Justia Law

This case concerned a dispute between an insurance carrier (Plaintiff) and its insured (Defendant) regarding Plaintiff’s obligation to pay underinsured motorist benefits. An arbitration panel concluded that the issue of whether the relevant policy provisions provided coverage for the claim should be resolved under the choice of law rules governing claims sounding in tort, rather than claims sounding in insurance and contract, and therefore, that New Jersey law rather than Connecticut law governed Defendant’s claim for uninsured motorist benefits under the policy. The trial court vacated the arbitration award, and the Appellate Court affirmed. The Supreme Court affirmed, holding that the Appellate Court, in its opinion adopting the decision of the trial court, properly applied sections 6(2), 188 and 193 of the Restatement (Second), contract choice of law, to determine that Connecticut law governed the claim. View "Gen. Accident Ins. Co. v. Mortara" on Justia Law

Plaintiff, the named Defendant in this action, and others formed a limited liability company (the LLC) to purchase and redevelop certain property. After the LLC acquired the property, Plaintiff guaranteed the payment of two loans from a Bank. In the meantime, Plaintiff, Defendant, and others entered into backstop guarantee agreements that provided protection to Plaintiff in the event he was required to honor his personal guarantees to the Bank. The Bank later commenced foreclosure proceedings against the LLC and Plaintiff as guarantor. The court rendered a judgment of strict foreclosure, and the Bank sought a deficiency judgment against the Plaintiff. The Bank and Plaintiff entered into a settlement agreement. Thereafter, Plaintiff commenced the present action against Defendants to enforce the backstop guarantee agreements. The trial court concluded that the backstop guarantee agreements were unenforceable. The Appellate Court reversed. Defendant appealed, claiming that Plaintiff’s tax treatment of the debt that Defendant guaranteed effectively divested Plaintiff of his interest in the debt, and therefore, Plaintiff had no standing to enforce the backstop guarantee agreement. The Supreme Court affirmed, holding that Plaintiff had standing to enforce the agreement. View "One Country, LLC v. Johnson" on Justia Law

Plaintiff retained Defendant, a law firm, to represent Plaintiff in an action against other parties. After Plaintiff settled the underlying suit, Plaintiff filed a breach of contract action against Defendant, alleging that Defendant breached its duty of undivided loyalty and failed to follow Plaintiff’s instructions in the underlying lawsuit. The trial court characterized the allegations against Defendant as sounding in legal malpractice and granted Defendant’s motion for summary judgment on the ground that Plaintiff’s claim was barred by the statute of limitations applicable to legal malpractice claims. At issue on appeal was whether Plaintiff’s cause of action was one for malpractice, to which a three-year statute of limitation applied, or contract, to which a six-year statute of limitations applied. The appellate court affirmed. The Supreme Court affirmed, holding that the trial court correctly characterized Plaintiff’s claim as sounding in legal malpractice.View "Meyers v. Livingston, Adler, Pulda, Meiklejohn & Kelly, P.C." on Justia Law

Plaintiff leased property from Defendants pursuant to a lease agreement that included an arbitration clause. Plaintiffs later sued Defendants over disputes regarding the lease. After engaging in litigation with Plaintiff for more than two years, Defendants filed a motion to stay the proceedings pending arbitration under the parties’ lease agreement. Plaintiff objected to the motion, arguing that Defendants had waived their right to enforce the arbitration clause by engaging in lengthy litigation. The trial court granted Defendants’ motion, concluding, as a matter of law, that a party cannot waive enforcement of an arbitration clause in a contract. The Appellate Court affirmed, concluding that the record was inadequate for review because the trial court failed to make any factual findings on the issue of waiver. The Supreme Court reversed, holding (1) because the legal basis of the trial court’s decision was at issue, a factual record on the question of waiver was not necessary to review the trial court’s decision; and (2) the trial court based its judgment on an incorrect statement of the law, and therefore, the court erred in granting Defendants’ motion for a stay pending arbitration. View "MSO, LLC v. DeSimone" on Justia Law

The parties in this case were two specialty food business and their respective owners. The current dispute arose when the companies signed a distribution agreement and orally promised to form a joint venture between the businesses. After one company formally terminated the distribution agreement, Plaintiffs sued Defendants seeking to recover money damages for breach of an oral contract and promissory estoppel for failing to form the joint venture. The trial court found in favor of Defendants on all of Plaintiffs’ claims except promissory estoppel and rendered judgment for Defendants on their breach of contract counterclaim. Both parties appealed. The Supreme Court affirmed the judgment of the trial court in all respects, holding that the trial court properly (1) calculated Plaintiffs’ damages; (2) rendered judgment for Defendants on their counterclaim; and (3) rendered judgment for Plaintiffs on their promissory estoppel claim. View "Weiss v. Smulders" on Justia Law

Plaintiff contracted with the Town of Bethel to perform electrical work in connection with the Town’s renovation of its high school. Plaintiff later sued the Town, alleging breach of contract and unjust enrichment and claiming that the Town must reimburse it for additional costs incurred due to the Town’s ongoing asbestos abatement work at the school. The trial court rendered judgment for the Town in part, concluding that the Town's conduct did not fall within either of two judicial created exceptions to the enforcement of “no damages for delay” clauses adopted by the Court in White Oak Corp. v. Dep’t of Transportation. The Supreme Court affirmed the trial court’s decision that Plaintiff was not entitled to compensation under any of the “no damages for delay” exceptions at issue, holding (1) the term “active interference,” as used in the contract, did not require a showing of bad faith or gross negligence; but (2) the Town’s conduct in this case did not rise to the level of active interference or fall within either of the White Oak exceptions. View "C & H Elec., Inc. v. Town of Bethel" on Justia Law

Plaintiff brought a breach of contract action against Defendants. The trial court granted summary judgment in favor of Defendants, and the appellate court affirmed. Plaintiff appealed, arguing that the appellate court improperly upheld the trial court’s decision to grant Defendants’ motion for summary judgment on grounds not raised by Defendants. The Supreme Court affirmed, holding (1) a reviewing court has the discretion to raise and decide an issue that the parties themselves have not raised if (i) exceptional circumstances exist that would justify review of such an issue if raised by a party, (ii) the parties are given an opportunity to be heard on the issue, and (iii) no unfair prejudice to the party against whom the issue is to be decided results; (2) the appellate court in this case did not exceed its authority in resolving Plaintiff’s appeal on the basis of an issue that Defendants had not raised; and (3) the appellate court did not err in deciding the issue and in granting summary judgment to Defendants.View "Blumberg Assocs. Worldwide, Inc. v. Brown & Brown of Conn., Inc." on Justia Law