American Laundry Machinery, Inc. v. State

• Decision Date: 24 May 1983
• Citation: 190 Conn. 212,459 A.2d 1031
• Court: Connecticut Supreme Court
• Parties: AMERICAN LAUNDRY MACHINERY, INC. v. STATE of Connecticut.

Page 1031

459 A.2d 1031

190 Conn. 212

AMERICAN LAUNDRY MACHINERY, INC. v. STATE of Connecticut.

Supreme Court of Connecticut.

Argued March 10, 1983.

Decided May 24, 1983.

Paul H. Lichtenberger, Bloomfield, with whom, on the brief, was Michael P. Del Sole, Hartford, for appellant (plaintiff).

Thomas Yasensky, Asst. Atty. Gen., with whom were Edwin A. Roscoe, Asst. Atty. Gen., and, on the brief, Joseph I. Lieberman, Atty. Gen., for appellee (state).

Before SPEZIALE, C.J., and PETERS, ARTHUR H. HEALEY, PARSKEY and SHEA, JJ.

SHEA, Associate Justice.

In this action for breach of contract against the state of Connecticut the court granted the motion of the defendant to dismiss the complaint upon the ground of sovereign immunity. The plaintiff has appealed from that judgment, claiming that the contract relied upon in the complaint was "for the design, construction, repair or alteration" of a state building upon which suit against the state is authorized by General Statutes § 4-61. ¹ After reviewing the contract attached to the amended complaint as an exhibit, the trial court concluded that it involved essentially the purchase of laundry equipment and that the work required of the plaintiff to install the equipment was not sufficient for the contract to qualify under § 4-61. We find no error.

The motion to dismiss filed by the defendant relies entirely upon the allegations of the complaint and does not seek to introduce any additional facts outside of the record. See Practice Book § 143. The complaint alleges that on August 18, 1975, the purchasing division of the state department of finance and control ² awarded to the plaintiff, as the successful bidder, a contract for the purchase and installation of certain laundry equipment in the laundry building of the Connecticut Valley Hospital in Middletown, a state institution. The contract specified in detail the equipment to be furnished by the plaintiff and also required that it be fully installed in the locations specified and be placed in operation upon completion of the work. The public works department of the state was to provide "steam lines, hot and cold water lines, compressed air and natural or LP gas to all points convenient to machinery and equipment" and would also make "all building modifications and alterations to the building structure." The plaintiff was required to provide all electrical lines and connections, to perform the plumbing work necessary to connect the equipment to the supply lines, and to do some duct work in connection with the air transfer system. The complaint alleged that performance of the installation work also required alterations and repairs to be made to various portions of the laundry room, including the electrical and ventilating systems. The total contract price was $781,887, which was apportioned among the three major components of the laundry, the washroom system, the flat ironing system and the folder-crossfolder stackers. The gravamen of the breach of contract alleged is that the state delayed the plaintiff in performing the installation work by failing to complete its obligations under the contract on time and by failing to coordinate the project.

General Statutes § 4-61 originally authorized suits against the state only upon highway or public works department contracts. Public Acts, 1957 No. 229. In 1969 the statute was amended to allow actions upon contracts with the state, "acting through any of its departments, commissions or other agencies." Public Acts, 1969 No. 429. The remedy of a suit against the state, however, continued to be restricted to contracts "for the design, construction, repair or alteration of any state highway, bridge, building or other public works." General Statutes § 4-61. This statute must be read in conjunction with General Statutes § 4-131, ³ which forbids any state officer or agency except the public works commissioner, "unless otherwise specifically authorized by law," from contracting for "any alteration, repair or addition to any real asset involving an expenditure of more than twenty-five thousand dollars." The legislative history of § 4-131 indicates that the term "real asset" was intended broadly to include any real property of the state except highways and bridges. Connecticut Rural Roads Improvement Asso. v. Hurley, 124 Conn. 20, 33, 197 A. 90 (1938). Since the amount of the contract alleged in the complaint exceeded $25,000, in the absence of other statutory authority, § 4-131 prohibited anyone but the public works commissioner from making it if it were an agreement for any "alteration, repair or addition to" the laundry building of the hospital, as the plaintiff claims.

No claim has been made nor does it otherwise appear that the director of purchases was acting as the agent of the commissioner of public works in awarding the contract to the plaintiff. We also are unaware of any statutory provision specifically authorizing the director to enter into such a contract, which would invoke the "unless otherwise specifically authorized by law" exception from the prohibition of § 4-131.

The authority of the director of purchases in awarding the contract to the plaintiff was limited to purchasing or contracting for "all supplies, materials, equipment and contractual services required by any state agency." General Statutes § 4-110. ⁴ The statutory definitions in General Statutes § 4-109 ⁵ clearly indicate that the terms, "supplies," "materials," and "equipment" refer to personal property, and that the term "contractual services," does not include work involving the alteration or repair of a building. The plaintiff relies upon a provision of General Statutes § 4-110(f) ⁶ which empowers the director of purchases to "establish and operate or have supervisory control over ... laundries" and it argues that such authority must encompass any alterations of the laundry building necessary for installation of the equipment to be supplied by the plaintiff. We would not dispute the existence of some authority to contract for minor repairs or alterations of a building incidental to the performance of some delegated function of a state officer or agency, so long as the monetary limit established by § 4-131 is not exceeded. The fact that such incidental work may be necessary to install the laundry equipment to be furnished by the plaintiff cannot be deemed to transform its contract into one for the "repair or alteration" of a state building, the necessary prerequisite for a suit against the state established by § 4-61. The tail cannot wag the dog.

The plaintiff is correct in contending that when a motion to dismiss does not seek to introduce facts outside of the record it is equivalent to our former motion to erase and admits all well pleaded facts, the complaint being construed most favorably to the plaintiff. Brewster v. Brewster, 152 Conn. 228, 233, 206 A.2d 106 (1964). The allegations of the complaint as to the nature of the contract, which appear to claim that it is one for alterations and repairs of the laundry building, are, however, essentially legal conclusions. Practice Book §§ 108, 109. "[They are] to be tested by the facts alleged, and [add] nothing to the strength of the pleading." Weinstein v. Mutual Trust Life Ins. Co., 116 Conn. 654, 659, 166 A. 63 (1933). See also Andersen v. Colwell, 93 Conn. 61, 65, 104 A. 242 (1918). If the contrary conclusions which the trial court reached required an estimate of the value of the services claimed to be related to altering the building in order to determine whether they were merely incidental to the purchase and installation of the laundry equipment, some kind of evidentiary hearing might have been necessary before deciding the motion to dismiss. See Standard Tallow Corp. v. Jowdy, 190 Conn. 48, 56, 459 A.2d 503 (1983); 1 Stephenson, Conn.Civ.Proc. (2d Ed.) (1982 Supp.) § 108d, p. S73.

The terms of the contract itself, however, viewed in the light of the statutes allocating jurisdiction over the alteration and repair of state buildings to the public works commissioner, leave no...