Chem-Tronix Laboratories, Inc. v. Solocast Co.

• Decision Date: 26 July 1968
• Docket Number: CHEM-TRONIX,No. CV,CV
• Citation: 258 A.2d 110,5 Conn.Cir.Ct. 533
• Court: Circuit Court of Connecticut. Connecticut Circuit Court, Appellate Division
• Parties: LABORATORIES, INC. v. The SOLOCAST COMPANY. 1-668-23849.

Page 110

258 A.2d 110

5 Conn.Cir.Ct. 533

CHEM-TRONIX LABORATORIES, INC. v. The SOLOCAST COMPANY.

No. CV 1-668-23849.

Circuit Court of Connecticut, Appellate Division.

Argued April 15, 1968.

Decided July 26, 1968.

Joseph J. Rinaldi, Stamford, for appellant (defendant).

Paul D. Plotnick, Stamford, for appellee (plaintiff).

KOSICKI, Judge.

The plaintiff, a manufacturer-assembler of printed circuit boards, sued the defendant for the reasonable value of services rendered and materials furnished in connection with the improvement of a product of the defendant known as a solocaster. The defendant in engaged in the sales, development and marketing of various electrical devices, including the solocaster, which is a portable phonograph used primarily for sight-seeing tours. The court rendered a judgment for the plaintiff from which the defendant appealed.

The court made its finding pursuant to Practice Book § 980. The defendant filed no motion to correct the finding but did file the transcript of evidence in accordance with Practice Book § 981. In its assignment of errors, the defendant claims that the court erred in refusing to find certain material facts set forth in the draft finding 'which were admitted or undisputed.' it is obvious that such error cannot be claimed when the court was afforded no opportunity to correct its finding. See Practice Book, Form 819(B)(2). A fact is not admitted or undisputed merely because it is uncontradicted. Mercier v. American Refractories & Crucible Corporation, 151 Conn. 559, 560, 200 A.2d 716. Upon our examination of the evidence, we find that even if the correct procedure had been followed, the court was not in error by not including the claimed facts. There was ample evidence to sustain the court's finding of facts, and it must stand.

The finding discloses the following: The defendant, since 1963, has been engaged in selling specially produced recorded communications, among which was a portable phonograph called a solocaster. This device was used primarily for sightseeing tours but could be adapted for educational and other similar purposes. In the spring of 1966, William Chiello, chief engineer for the defendant company, communicated to his superiors that he felt that the plaintiff should be engaged to study and improve the function of the so-called solocaster recording unit owned by the defendant, as it had certain shortcomings and weaknesses which the defendant believed could be rectified. It was the aim of the defendant to enlarge and expand the use of this instrument. William Chiello, in his capacity as chief engineer of the defendant, had actual and apparent authority to hire the plaintiff, which was engaged in electronic research and development work. Chiello had belief and confidence that the solocaster had certain shortcomings or weaknesses which could be corrected and also that the plaintiff's engineers could overcome these problems and expand the solocaster's capabilities. The defendant's officers gave its engineer authority to deal with the plaintiff's engineers for this purpose.

In the spring of 1966, the solocaster was not in production. It was at this time that the chief engineer contacted the plaintiff with regard to the possible development of a unit, which would fit in with the solocaster, called a twincaster, a sort of stereo version of their existing product. The plaintiff was engaged by the defendant in accordance with a discussion between themselves, and, as a result, the plaintiff obtained several solocaster units and began to work on them. The plaintiff's engineers and the defendant's officers met and conferred about the solocaster. After the plaintiff had expressed its opinion and confidence to the defendant's officers that it could improve the solocaster, it was allowed and permitted to pursue its work of improvement and redesigning. An implied contractual relationship developed between the plaintiff and the defendant. As a result, the plaintiff's engineers redesigned the audio amplifier portion of the unit, the acoustical portions of the unit related to the loudspeaker, and made recommendations for the battery power as related to the overall motor control and the speed of the instrument. The plaintiff also prepared a complete engineer's report on the solocaster and was instructed to make enough copies in order that one be available to the Scovill Manufacturing Company, which, according to the defendant's representatives, had exclusive manufacturing rights.

During the work of the plaintiff, the defendant's chief engineer, president, and chairman of the board were in close communication with the plaintiff and attended some of the plaintiff's working hours at the plaintiff's laboratory. The plaintiff did in fact improve the performance of the solocaster unit. Money for materials was expended by the plaintiff. Three hundred hours were devoted to the experimentation, redesign and projected improvement of the solocaster. During the trial, the parties stipulated that item 2, the project mute study performed by the plaintiff, obligated the defendant to the extent of $100. The plaintiff relied on the authority of the defendant's engineer and its high policy and operation officers to engage the plaintiff in this activity, which was for the apparent benefit of the defendant's business. No evidence was introduced at the outset as to what compensation the plaintiff was to receive for its services. No terms were expressed concerning what the rate or the amount of payment was to be for the services to be rendered. The defendant failed to establish that the plaintiff rendered the service with the understanding that it was done without obligation or cost to the defendant and that the instrument produced would be subject to approval of the Scovill Manufacturing Company.

The circumstances which developed concerning the work done on the solocaster were not preceded by any communication to the plaintiff that no agent of the defendant had any authority to enter into any financial obligation beyond $100 because of this limitation as fixed by the rules and bylaws of the defendant. The plaintiff was not told of any limitation on the defendant's powers to engage in contracts. In the early meetings between the parties, no evidence or testimony was offered that the defendant could not engage the plaintiff's skills. Later, the defendant informed the plaintiff that Scovill would have to approve the suggestions and changes, but nothing was said concerning compensation or reward for the plaintiff's undertaking. No reasons were shown why the Scovill Manufacturing Company decided not to produce or proceed with its plan to put the solocast units into production. The work performed by the plaintiff was for the benefit of the defendant, and the work and services were reasonably worth $1857.62.

On the foregoing facts, the court reached the following conclusions: (1) There was an implied promise to compensate the plaintiff in some manner or in specific dollars; (2) the defendant benefited from the services rendered by the plaintiff; (3) the material and services rendered by the plaintiff to the defendant were reasonably worth $1857.62 plus the $100 which was stipulated for item 2; (4) this undertaking by the plaintiff was not for speculation.

The issues involved in the appeal, as stated in its brief by the defendant, are (1) whether the evidence supports the finding that William Chiello had actual and apparent authority to hire the plaintiff; (2) whether the evidence supports the finding that Chiello had the right financially to obligate the defendant; and (3) whether the court erred in finding for the plaintiff in quantum meruit when the complaint alleged an express contract. supra.

We need not consider the lengthy argument of the defendant that the bylaws of the corporation did not permit any officer, other than the president, to incur an expense in excess of $200 without the approval of the board of directors. There is nothing in the evidence that this limitation on expenditures (if it existed--for the evidence of bylaws came in only by way of hearsay, and the bylaws were not produced in evidence) was...