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

• Decision Date: 12 January 2016
• Docket Number: No. 36993.,36993.
• Citation: 131 A.3d 1189,162 Conn.App. 294
• Court: Connecticut Court of Appeals
• Parties: PELLETIER MECHANICAL SERVICES, LLC v. G & W MANAGEMENT, INC.

162 Conn.App. 294

131 A.3d 1189

PELLETIER MECHANICAL SERVICES, LLC

v.G & W MANAGEMENT, INC.

No. 36993.

Appellate Court of Connecticut.

Argued Sept. 17, 2015.

Decided Jan. 12, 2016.

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

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

DiPENTIMA, C.J., and ALVORD and SOLOMON, Js.

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, 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 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 estoppel and unjust enrichment. Gary Pelletier, the owner of the plaintiff, and Andrew Gionta, 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 § 37–3a

, 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 strike, albeit for different reasoning than that of the trial court.³

On August 26, 2011, the defendant moved to strike the complaint. The defendant alleged in its motion that the plaintiff had commenced the action against an incorrect party, that the defendant was acting as an agent for several disclosed principals and, thus, was not liable, and that the complaint failed to join any of the principals who would be liable under the alleged contract between the plaintiff and the defendant.⁴ The accompanying memorandum of law⁵ did not contain an analysis or substantive discussion of whether the property owners were necessary parties for the disposition of the action. Instead, the memorandum simply stated: "In addition, the plaintiff's complaint must be stricken because it fails to name the parties who are necessary for the disposition of the action." On September 8, 2011, the plaintiff filed a memorandum of law in opposition to the motion to strike. It argued that the defendant's motion (1) did not challenge the sufficiency of the allegations in the complaint but amounted to a denial of those allegations and (2) relied on facts not alleged in the complaint.

On September 12, 2011, the court denied the defendant's motion. It stated: "The defendant's motion relies upon facts not set forth in the complaint. On that basis alone, it must be denied. Faulkner v. United Technologies Corp., 240 Conn. 576, 580, 693 A.2d 293 (1997)

(in ruling on a motion to strike, the court is limited to the facts alleged in the [challenged pleading] )."

"A motion to strike attacks the legal sufficiency of the allegations in a pleading.... In reviewing the sufficiency of the allegations in a complaint, courts are to assume the truth of the facts pleaded therein and to determine whether those facts establish a valid cause of action.... Because a motion to strike challenges the legal sufficiency of a pleading, and, consequently, requires no factual findings by the trial court, our review of the court's ruling on [a motion to strike] is plenary." (Citation omitted; internal quotation marks omitted.) Kortner v. Martise, 312 Conn. 1, 48–49, 91 A.3d 412 (2014)

; see also New London County Mutual Ins. Co. v. Nantes, 303 Conn. 737, 747, 36 A.3d 224 (2012).

On appeal, the plaintiff claims, for the first time, that the defendant failed to present any argument or analysis in its motion to strike and accompanying memorandum of law that the property owners were necessary parties to this action. It further contends that the defendant waived this claim and that the property owners were not necessary or indispensable parties to this action. Essentially, the plaintiff has presented an alternative ground for affirming the judgment of the court denying the motion to strike. The plaintiff did not raise this alternative ground before the trial court and did not file a preliminary statement of issues as required under our rules of practice.⁶ Nevertheless, under the facts and circumstances of this case, we will consider the plaintiff's alternative ground and affirm the judgment of the court on that basis.

In Vine v. Zoning Board of Appeals, 281 Conn. 553, 568–69, 916 A.2d 5 (2007)

, our Supreme Court stated: "We recognize that, ordinarily, an alternate ground for affirmance must be raised in the trial court in order to be considered on appeal.... We also have held that, [i]f the alternate issue was not ruled on by the trial court, the issue must be one that the trial court would have been forced to rule in favor of the appellee. Any other test would usurp the trial court's discretion." (Citation omitted; footnote omitted; internal quotation marks omitted.) Under the circumstances present in Vine, the court considered an alternative ground for affirming the judgment of the trial court that had not been raised before the trial court. Id., at 569–570, 916 A.2d 5

. Specifically, the court noted that the issue involved a matter of law that did not involve the exercise of discretion by the trial court, the record was adequate for review, the issue was briefed by the parties, consideration of the issue would not prejudice the parties, and the issue was closely related to the certified question. Id., at 569, 916 A.2d 5.

In State v. Martin M., 143 Conn.App. 140, 151–53, 70 A.3d 135

, cert. denied, 309 Conn. 919, 70 A.3d 41 (2013), this court considered the state's res judicata claim as an alternative ground for affirming the judgment of the trial court even though it had not been presented to the trial court and was raised for the first time on appeal. We noted that the issue was a pure question of law, the record was adequate for our review, and the defendant was not prejudiced because he had the opportunity to respond in his reply brief. Id., at 152–53, 70 A.3d 135 ; see also Bouchard v. Deep River, 155 Conn.App. 490, 496–97, 110 A.3d 484 (2015).

In the present case, the question before us of whether the trial court properly denied the defendant's motion to strike the plaintiff's complaint is a question of law. Furthermore, the record is adequate for our review and the defendant is not prejudiced by our consideration because it had the opportunity to file a reply brief.⁷ Last, the alternative ground for affirming the court's judgment raised by the plaintiff is closely related to both issues raised by the defendant in its appeal. For these reasons, and in accordance with the appellate precedent, we will consider the plaintiff's...