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Pelletier Mech. Servs., LLC v. G & W Mgmt., Inc.

Appellate Court of Connecticut

January 12, 2016

PELLETIER MECHANICAL SERVICES, LLC
v.
G & W MANAGEMENT, INC

         Argued September 17, 2015

Page 1190

          Action to recover damages for, inter alia, breach of contract, and for other relief, brought to the Superior Court in the judicial district of Litchfield, where the court, Danaher, J., denied the defendant's motion to strike; thereafter, the matter was tried to the court, Trombley, J.; judgment in part for the plaintiff, from which the defendant appealed to this court.

          Affirmed.

          SYLLABUS

         The plaintiff contractor sought to recover damages from the defendant property management company for, inter alia, breach of contract in connection with an oral contract between the parties pursuant to which the plaintiff agreed to perform repairs at various properties that the defendant managed. In its complaint, the plaintiff alleged that it had provided certain repairs and services as requested by the defendant and that the defendant failed to pay the plaintiff for them. The defendant filed a motion to strike the complaint on the ground that it was legally insufficient because the action had been commenced against the incorrect party and because the complaint had failed to join necessary parties. The defendant claimed that it had requested the subject work in its capacity as an agent for the owners of the properties and, thus, it was not liable for the work performed by the plaintiff, and that the complaint failed to join any of the principals, who it claimed were necessary parties. The trial court denied the motion on the ground that it relied on facts not alleged in the complaint. After a trial to the court, the trial court rendered judgment in favor of the plaintiff with respect to repair work that it had performed at property owned by one of the defendant's principals, B Co. The court reasoned that although the plaintiff was aware that the defendant was acting as an agent for the property's condominium association, the defendant had failed to disclose the identity of the principal to the plaintiff and, therefore, was liable for damages from the breach of the oral contract. Thereafter, the defendant appealed to this court. Held :

         1. The trial court properly denied the defendant's motion to strike the plaintiff's complaint, as the defendant's motion to strike and accompanying memorandum of law were deficient in that they did not contain any analysis as to why the subject property owners were necessary parties whose joinder was absolutely required to assure a fair and equitable trial and needed for the court to issue a proper decree and to do complete and final justice; additionally, although the plaintiff raised for the first time on appeal its alternative ground for affirming the trial court's judgment denying the motion to strike, this court considered the plaintiff's alternative ground, as the issue was a question of law, the record was adequate for review, and the defendant was not prejudiced by consideration of the alternative ground because it had an opportunity to file a reply brief.

         2. The defendant could not prevail on its claim that the trial court improperly determined that it was liable for the debt of its principal and misapplied the law of agency: that court's finding that the defendant, as an agent, did not sustain its burden of disclosing the identity of its principal, B Co., to the plaintiff so as to avoid liability for the repair work that the plaintiff had performed at B Co.'s property was not clearly erroneous, and, therefore, pursuant to well settled agency law, the court properly determined that the defendant was liable for the damages from the breach of the parties' oral contract; moreover, the defendant's contention that the checks used to pay the plaintiff for its services provided the plaintiff with sufficient notice of the identity of the defendant's principal because they were drawn on B Co.'s account was unavailing, particularly given that the plaintiff did not have a duty to discover or make inquiries to discover the identity of the defendant's principal, and the defendant had made no attempt to have the plaintiff bill B Co. instead of the defendant.

         Alexander G. Snyder, for the appellant (defendant).

         Brian D. Danforth, for the appellee (plaintiff).

         DiPentima, C. J., and Alvord and Solomon, Js.

          OPINION

Page 1191

         [162 Conn.App. 296] DiPENTIMA, C. J.

         The defendant, G & W Management, Inc., appeals from the judgment of the trial court rendered in favor of the plaintiff, Pelletier Mechanical Services, LLC. On appeal, the defendant claims that the court improperly (1) denied its motion to strike and (2) determined that it was liable, as an agent, for the debt of its principal, Bell Court Condominium Association,

Page 1192

Inc. (Bell Court), the owner of the property where the plaintiff had performed repairs and services. We affirm the judgment of the trial court.

         The following facts and procedural history are relevant to this appeal. In late 2009, or early 2010, the parties entered into an oral contract in which the plaintiff, a full-service plumbing, heating and air-conditioning contractor, agreed to perform repairs at various properties managed by the defendant. The defendant would solicit faxed proposals from the plaintiff for specific tasks, or request repairs at a certain property in the event of an emergency.

         From January 26, 2010 to June 18, 2010, the plaintiff provided goods and services at various properties pursuant to requests made by the defendant. The defendant failed to pay the plaintiff, and the outstanding balance owed was $16,462.28. The plaintiff commenced an action against the defendant, alleging that it was entitled to recover the outstanding balance under the following causes of action: breach of contract, quantum meruit, promissory estoppel, and unjust enrichment.

         On August 26, 2011, the defendant sought to strike the plaintiff's complaint pursuant to Practice Book § 10-39. The defendant argued that the complaint was legally insufficient in that the action had been commenced against the incorrect party and the complaint failed to [162 Conn.App. 297] join the necessary parties.[1] Specifically, it claimed that the work done at the various locations was requested by the defendant in its capacity as the property manager, or agent, and done for the owners of the property or the condominium association, the principals. On September 12, 2011, the court, Danaher, J., denied the defendant's motion on the basis that it relied upon facts not set forth in the complaint. The defendant then filed an answer, dated November 1, 2012. The defendant pleaded, inter alia, the special defense that it was the agent for a disclosed principal, and therefore not liable to the plaintiff.[2]

         The court, Trombley, J., held a trial on February 28, 2014. At the outset, the plaintiff withdrew its claims of promissory

Page 1193

estoppel and unjust enrichment. Gary Pelletier, the owner of the plaintiff, and Andrew Gionta, [162 Conn.App. 298] the owner of the defendant, were the only witnesses. On June 17, 2014, the court issued a memorandum of decision. The court aptly noted two salient points. First, the key question was whether the agent, the defendant, or the principal, Bell Court, was responsible for the money owed to the plaintiff. Second, the resolution of this dispute was found in the law of agency.

         With respect to the work done at the Bell Court property, the court rendered judgment in favor of the plaintiff on its breach of contract claim in the amount of $9082.39, plus costs and postjudgment interest pursuant to General Statutes § 37a-3a, and rendered judgment in favor of the defendant on the quantum meruit count. In support of its conclusion, the court reasoned that although the plaintiff was aware that the defendant had acted as an agent for the property's condominium association, it had failed to disclose the identity of the principal to the plaintiff. The defendant, therefore, was liable for the damages from the breach of the oral contract. As to the residence owned by Gionta, the court rendered judgment in favor of the defendant, reasoning that with respect to that property, the " plaintiff had full knowledge of both the location and the identity of the responsible party." This appeal followed. Additional facts will be set forth as necessary.

         I

         The defendant first claims that the court improperly denied its motion to strike. Specifically, it argues that the court improperly " failed to conduct any substantive analysis of the defendant's motion and supporting memorandum . . . ." We affirm the judgment denying the motion to ...


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