A.C. CONSULTING, LLC
v.
ALEXION PHARMACEUTICALS, INC.
Argued
September 12, 2019
Appeal
from Superior Court, Judicial District of New Haven, Wahla,
J.
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[Copyrighted Material Omitted]
Page 892
Kevin
D. Scully, Waterbury, for the appellant (plaintiff).
Jeffrey
R. Babbin, New Haven, with whom were Christine Salmon Wachter
and, on the brief, Lawrence Peikes, Stamford, for the
appellee (defendant).
Prescott,
Elgo and Sheldon, Js.
OPINION
PRESCOTT,
J.
[194
Conn.App. 318] The plaintiff, A.C. Consulting, LLC, appeals
from the judgment of the trial court rendered in favor of the
defendant, Alexion Pharmaceuticals, Inc., following the
granting of the defendants motion to strike the plaintiffs
substitute complaint. The substitute complaint contained
three counts alleging, respectively, breach of contract,
negligent misrepresentation, and breach of the covenant of
good faith and fair dealing. On appeal, the plaintiff claims
that, in evaluating the legal sufficiency of the allegations
in the substitute complaint, the trial court improperly (1)
failed both to find [194 Conn.App. 319] an ambiguity in the
parties contract regarding its operative length and to
Page 893
construe that ambiguity against the defendant as the drafter
of the contract, (2) concluded that the plaintiffs
allegation that the defendant terminated the contract without
giving the plaintiff "sufficient notice under the
contract" was legally insufficient to state a claim for
breach of contract, and (3) concluded that the allegations
that the defendant or the defendants agent made assurances
regarding the length of the contract were insufficient to
plead any of the plaintiffs causes of action, including
negligent misrepresentation.[1] We affirm the judgment of
the trial court.
The
following facts, as alleged in the operative complaint, and
procedural history are relevant to our resolution of the
present appeal. In July, 2011, the plaintiff, through its
sole member, James Dolan, entered into a service contract
with the defendant, in which the plaintiff agreed to provide
the defendant with "administrative support and
coordination of security details for heightened risk employee
travel." Dolan had acquired expertise and knowledge in
the field of security during his lengthy employment with the
Connecticut state police. The service contract expired by its
terms on December 31, 2012. The operative complaint, however,
alleged that the service contract expired on December 31,
2011. The parties subsequently entered into a second service
contract with similar terms in March, 2012. That contract
expired on December 31, 2012.
In
January, 2013, the parties entered into a third service
contract (contract), which is the subject matter of the
present action. Prior to executing the contract, the
plaintiff, through Dolan, had expressed to the defendant its
desire for a longer period of contractual commitment [194
Conn.App. 320] from the defendant. The defendant had assured
Dolan that the plaintiff would have the defendants security
business "so long as he wanted it" and that, at the
very least, he had an almost four year commitment from the
defendant.[2] (Internal quotation marks omitted.)
The contract provided that it was operative through December
31, 2016, a term of approximately four years. The contract
further provided, however, that the plaintiff would act as an
independent contractor and that the defendant could terminate
the contract "upon five (5) days written notice."
The defendants right to terminate the contract was otherwise
unconditional. The contract contained no reciprocal provision
that authorized the plaintiff to terminate the contract prior
to its expiration. Finally, the contract contained a clause
providing that (1) it could not be altered except by a
written agreement signed by both parties, (2) it represented
the entire agreement of the parties, and (3) it
"supersede[d] all previous written and oral
negotiations, commitments, and understandings."
In the
summer of 2013, the defendant asked the plaintiff to create a
job description for a new position within the defendants
organization titled "Senior Manager of Global
Security." The defendants director of global security,
Robert Weronik, told Dolan that he should not apply for the
position, reassuring Dolan that the plaintiff would have the
defendants heightened risk employee travel business for as
long as the plaintiff wanted it. Weronik, however, knew, or
should have known, that the new senior manager would
"probably look to terminate the plaintiff."
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The
defendant terminated its contract with the plaintiff on
November 17, 2014. The defendant did not cite to any breach
of the contract by the plaintiff and failed to give
sufficient notice of the termination. Prior to [194 Conn.App.
321] terminating the contract, the defendant had reduced the
plaintiffs hours and responsibilities, and had required
Dolan to "report to the [defendant] at least two days a
week and prepare detailed reports to the defendant," all
of which the plaintiff considered to be unilateral changes to
the terms and conditions of the parties contract. The
plaintiff theorized that, during the course of its business
relationship with the defendant, "the defendant gained
vast knowledge from the plaintiff on the means and methods of
security" and that "[w]hen the defendant had gained
sufficient knowledge," it terminated its agreement with
the plaintiff.
On
October 13, 2016, the plaintiff commenced the underlying
action. The initial complaint consisted of a single count
that expressly alleged only a breach of the covenant of good
faith and fair dealing. The defendant filed a request to
revise, indicating that the complaint contained allegations
that could be read as advancing additional theories of
recovery, such as breach of contract or wrongful discharge,
and asking the plaintiff to set forth each cause of action it
intended to pursue in a separate count. The plaintiff
objected to the request to revise but ultimately requested
leave of the court to file a two count amended complaint.
Count one of the amended ...