Superior Court of Connecticut, Judicial District of New Haven, New Haven
MEMORANDUM OF DECISION
LINDA K. LAGER, JUDGE.
This case was tried to the court, following the parties' waiver of a jury trial (entry #147), on the third amended complaint, dated May 14, 2014 and filed on May 15, 2014 (entry #132), alleging a single count of breach of a third-party beneficiary contract. Following the conclusion of evidence on July 14, 2015, the parties filed post-trial briefs on August 11, 2015.
The court finds the following facts based on the credible evidence as well as admitted allegations of the complaint: Since 1995, the plaintiff Jeffrey Fletcher (Fletcher) has been a patrol officer for the police department of the defendant City of New Haven (New Haven),  a municipal corporation formed under the laws of the State of Connecticut. On November 25, 2008, in accordance with proper procedures, New Haven executed a contract with a private firm known as Resource Management Associates (RMA) to develop and administer a promotional examination for the position of sergeant with the New Haven Police Department (ex. D). This contract expired on April 13, 2009.
There was a written and oral component to the promotional examination. Applicants had to appear and take the written examination and then meet a deadline to apply for the oral examination (exs. 8, 9). Fletcher complied with these requirements and took the written examination on April 4, 2009 and the oral examination on April 18, 2009, the two dates when the examinations were offered. Fletcher received a combined score below the requisite passing grade of 70. Although another promotional examination for sergeant was offered in 2012, Fletcher did not elect to take that examination and remains a patrol officer.
The deadline for applicants who had sat for the April 4, 2009 written examination to register for the oral component of the promotional examination was April 7, 2009 (ex. 9). However, New Haven's Civil Service rules permitted individuals who missed the deadline to submit an appeal to gain permission to sit for the oral examination (ex. A, Rule II, § 5). The Civil Service Board (board) held a special civil service meeting on April 14, 2009 to hear such appeals and voted to allow six appealing candidates who had taken the written examination to sit for the oral examination (ex. F). Noelia Marcano (Marcano), New Haven's personnel director, who serves as the secretary to the board, prepared notice of the April 14th meeting in advance of the twenty-four requirement for public notification and provided that notice to the city clerk and the city's webmaster for posting on New Haven's web site (ex. G).
Fletcher claims that he was not notified of the board's meeting and that he learned about the six candidates through rumors and by observing some of them to be present at the oral examination. As a result, he claims that he was unable to concentrate on the oral examination because he was upset and viewed the examination process to have been " fixed." However, he was unaware that these candidates had used an existing administrative process to appeal for permission to take the oral examination.
On April 27, 2009, Marcano became aware that the contract between RMA and New Haven had expired on April 13, 2009. Based on her concerns regarding the processing of payments to RMA for the professional services it had rendered and was to render in connection with the promotional examination, Marcano initiated steps to extend the expiration date of New Haven's contract with RMA to June 30, 2009. An amendment to the contract extending its deadline was drawn up and executed by representatives of RMA (ex. E), although there is no existing copy of the amendment which contains the requisite signature of New Haven's mayor. Nonetheless, all of RMA's invoices reflecting the professional services it provided in connection with the 2009 examination for promotion to sergeant were processed and paid with the approval of New Haven's comptroller. There is no question that RMA performed in accordance with the terms of its contract with the City of New Haven, that New Haven received the benefit of RMA's services and that New Haven performed by paying for RMA's professional services. Accordingly, the court finds that the contract was valid at the time Fletcher took the oral examination on April 18, 2009.
In his complaint, Fletcher has alleged that New Haven and RMA " assumed a direct obligation to the class of candidates including plaintiff, " ¶ 24, and that New Haven breached " its third-party obligation to plaintiff" because he " did not receive notice that the Promotional Examination that was administered by the vendor was null and void, " ¶ 25.a, and he " did not receive notice that the class of candidates for the oral examination was improperly expanded" by the Civil Service Board, ¶ 25.b. The parties agree that the " determinative issue" in this case is whether Fletcher is a third party beneficiary to the contract between New Haven and RMA.
" [T]he intent of both parties to a contract determines whether a third party has contract rights as a third-party beneficiary." Grigerik v. Sharpe, 247 Conn. 293, 310, 721 A.2d 526 (1998). " The requirement that both contracting parties must intend to confer enforceable rights in a third party, " id. 312, is long-standing. Id., 311-12, citing Knapp v. New Haven Road Construction Co., 150 Conn. 321, 325, 189 A.2d 386 (1963); Colonial Discount Co. v. Avon Motors, Inc., 137 Conn. 196, 201, 75 A.2d 507 (1950). The test is not whether the contracting parties intended to confer a benefit on the plaintiff. The " appropriate inquiry" is whether the contracting parties intended to create a direct obligation from one party to the third party, Grigerik v. Sharpe, supra, 247 Conn. 313, citing Gateway Co. v. DiNoia, 232 Conn. 223, 231, 654 A.2d 342 (1995), so that the third party can seek to recover on the contract. Generally, the contracting parties'" intent is to be determined from the terms of the contract read in the light of the circumstances attending its making, including the motives and purposes of the parties." (Quotation marks omitted; citations omitted). Knapp v. New Haven Road Construction Co., supra, 150 Conn. 325.
New Haven contracted with RMA for its professional services " to assist the City . . . in the development, administration, scoring and reporting of a civil service promotional exam for the rank of Police Sergeant." (Ex. D, Part I.) The scope of the services contracted for included a job analysis for the position, the development and submission of an " examination plan which will describe the methodology and results of the job analysis and the recommended content of the written examination and the oral examination, " design, administration and scoring of the written examination including preparation of study guides, pre-test training sessions and post-test review, and development and administration of the oral interview examination including preparation of questions, selection and training of oral interview panel members, development of evaluation benchmarks and scoring. (Ex. A appended to ex. D.) Contrary to Fletcher's position, there is no evidence before the court that New Haven and RMA intended Fletcher, either individually or collectively as a member of a class within the police department with the potential to take the promotional examination, to directly benefit from this professional services contract.
Moreover, even if Fletcher were a third party beneficiary with enforceable rights under the contract between New Haven and RMA,  those rights would be limited to scope of the contract--that is, the development, administration, scoring and reporting of the specific promotional exam. There is no evidence before the court that there was a material breach of the contract as to Fletcher in that regard. A breach of contract is material if it deprives a party of a benefit that the party reasonably expected to receive under the terms of the contract. Restatement (Second) of Contracts, § 241(a) (1981); see Bernstein v. Nemeyer, 213 Conn. 665, 672, 570 A.2d 164 (1990). The evidence establishes that Fletcher received the benefits he could have reasonably expected under the contract: he had the opportunity to take and took both the written and oral examinations developed and administered by RMA on behalf of New Haven, RMA scored those tests as promised and RMA reported the results to New Haven pursuant to a valid contract. The Civil Service Board's decision to allow certain candidates to sit for the oral examination pursuant to an administrative process required under New Haven's Civil Service rules is outside of the scope of the contract between New Haven and RMA. Fletcher had no enforceable contractual right to notice of what he claims was an improper expansion of the class of candidates allowed to take the oral examination.
For the foregoing reasons, judgment shall enter in favor of the defendants and ...