Brighenti v. New Britain Shirt Corp.

• Decision Date: 24 December 1974
• Citation: 167 Conn. 403,356 A.2d 181
• Court: Connecticut Supreme Court
• Parties: John BRIGHENTI et al. v. NEW BRITAIN SHIRT CORPORATION.

Page 181

356 A.2d 181

167 Conn. 403

John BRIGHENTI et al. v. NEW BRITAIN SHIRT CORPORATION.

Supreme Court of Connecticut.

Dec. 24, 1974.

Harry W. Hultgren, Jr., Hartford, for appellant (defendant).

Joseph P. Cianci, New Britain, for appellees (plaintiffs).

Before HOUSE, C.J., and SHAPIRO, LOISELLE, MacDONALD and BOGDANSKI, JJ.

LOISELLE, Justice.

The plaintiffs sought recovery from the defendant for breach of contract to enter into a lease. The complaint was amended by adding a second count sounding in implied contract and a third count sounding in quasi contract. After hearing before a state referee, acting as the court, judgment was rendered for the plaintiffs on the second and third counts, allowing recovery for services rendered and materials purchased. From this judgment the defendant has appealed.

The court found the following facts: The defendant had operated a factory in New Britain for a number of years prior to 1965 in a location which became a redevelopment area. Because of the necessity to relocate, the defendant became interested in securing a new factory site in an industrial park fostered by the redevelopment agency of New Britain. Negotiations between the parties culminated in a meeing on May 13, 1966, at which the parties were represented by counsel. After considerable discussion a document was prepared and signed by the parties to be sent to the redevelopment agency to secure commitment for the proposed location of a factory on lot number 19 in the industrial park. This document recited that a lease had been agreed upon for a new building of approximately 35,000 square feet to be constructed on lot number 19. On July 8, 1966, the defendant notified his attorney that the proposed agreement was off and the negotiations between the parties ended. The parties had never come to a completed final agreement upon the terms of the lease.

The court also found that the plaintiff Brighenti, 'in reliance upon the relief that a lease would finally be executed, expended money in the securing of plans and the purchase of material for the building in prospect.' 'In doing this, he acted reasonably and in reliance upon representations made' by the president of the defendant and others in behalf of the defendant. The finding does not reveal what representations had been made upon which the plaintiff had relied. The defendant has attacked the finding that the plaintiffs acted reasonably and in reliance upon representations made by the defendant and others.

A finding of material fact may be attacked as not supported by the evidence. The validity of such a claim is tested by the evidence printed in the appendices to the briefs. Practice Book § 718; Klein v. Chatfield, 166 Conn. 76, 347 A.2d 58. An examination of the appendices reveals that in the spring of 1966 all parties were concerned with a threatened steel strike in the coming summer which might affect the erection of the proposed building. Evidence was presented that on March 18, 1966, the president of the defendant urged the plaintiffs to order steel and stated, 'Don't worry about it, we'll work something out.' The plaintiff Brighenti testified that at a meeting in April, 1966, the president of the defendant asked him 'to go ahead and order' the steel, but Brighenti wanted 'something firm down.'

It further appears in the appendices that on May, 7, 1966, the plaintiff Brighenti felt 'ninety-nine percent' sure that a meeting to be held on May 13, 1966, would finalize the contract between then parties and that he ordered steel with the understanding he could cancel the order within two weeks. On May 13, 1966, after further negotiations between the parties, Brighenti, feeling that he had a firm commitment from the defendant, called the steel company to confirm the order of May 7. There was evidence presented that at that meeting the president of the defendant stated to Brighenti, 'Now you got your agreement, call now.'

Although the president of the defendant, on occasion, did request that the plaintiffs order steel during the negotiations, it is clear that the plaintiffs would not order until they had 'something firm down' and that when the order was placed on May 7, 1966, it was a tentative one which depended on what occurred on May 13, 1966, and which was made with the specific understanding that it could be rescinded. The order was confirmed on May 13, 1966, not on the urging or representations of the defendant, but upon the plaintiffs' belief that there was a firm contract.

The court found that the parties never did enter into a complete final agreement upon the terms of a lease, but allowed recovery on the grounds of an implied contract and quasi contract.

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