Centerplan Constr. Co. v. City of Hartford
|343 Conn. 368,274 A.3d 51
|24 May 2022
|CENTERPLAN CONSTRUCTION COMPANY, LLC, et al. v. CITY OF HARTFORD
|Connecticut Supreme Court
Louis R. Pepe, with whom was Laura W. Ray, for the appellants (plaintiffs and third-party counterclaim defendant Centerplan Development Company, LLC, et al.).
Leslie P. King, with whom, on the brief, were Sylvia H. Walbolt, pro hac vice, James E. Parker-Flynn, pro hac vice, and Ryan D. Class, for the appellee (defendant).
Robinson, C. J., and D'Auria, Kahn, Ecker and Suarez, Js.
The case before us involves a dispute over the party responsible for delays in constructing Dunkin Donuts Park, home of Hartford's minor league baseball team, the Yard Goats, and a key part of the planned economic revitalization of Connecticut's capital city. As often occurs with such projects, the parties blame one another for the delays. The dispositive issue in this appeal is whether the trial court correctly concluded, as a matter of law, that the plaintiffs, the project's developer, DoNo Hartford, LLC (DoNo), and the project's design-builder, Centerplan Construction Company, LLC (Centerplan), "controlled" the architect and were therefore responsible for any mistakes in and changes to the stadium's design.1 Specifically, the plaintiffs claim that, in its pretrial interpretation of various agreements the plaintiffs and the defendant, the city of Hartford (city), had executed to construct the ballpark, the trial court incorrectly concluded that the agreements plainly had assigned to the plaintiffs both the power to direct the design of the ballpark as well as the responsibility for the architect's errors and omissions. After the trial court's ruling, a jury found the plaintiffs responsible for failing to complete the stadium by the contractually agreed on deadline, returned a verdict against the plaintiffs on their claim against the city, and awarded the city $335,000 in liquidated damages on its counterclaim.
Upon our careful review of the contracts at issue, we conclude that, contrary to the trial court's pretrial ruling, the parties’ contracts did not unambiguously grant the plaintiffs legal control of the architect and the stadium's design across all relevant time periods. Because the trial court's pretrial ruling improperly took several questions of fact from the jury's consideration, we must reverse the judgment and remand the case for a new trial.
The record reveals the following facts and procedural history. The city contracted with DoNo to serve as the developer for the stadium. We refer to their contract as the Developer Agreement. (It is also referred to in the record as the Development Services Agreement). DoNo, in turn, contracted with design-builder Centerplan. We refer to their contract as the Builder Agreement. (It is also referred to in the record as the Design-Build Agreement). Finally, all three parties—the city, Centerplan, and DoNo—also entered into a Direct Agreement.
In December, 2015, a dispute arose between the plaintiffs and the city. Specifically, Centerplan and DoNo claimed that they never were given control over the architect or its design of the stadium as called for by the Developer Agreement, that the scope of the project had increased because of changes the city and the baseball team had made to the stadium's design, and, as a result, DoNo was entitled to additional time and money to complete the stadium. Centerplan therefore sent a notice of claim to DoNo, and, in turn, DoNo sent a notice of claim to the city, requesting a budget increase.2
To resolve DoNo's claim, DoNo and the city executed a term sheet on January 19, 2016. The term sheet, among other things, extended the substantial completion deadline for the ballpark from March 11, 2016, to May 17, 2016, prevented any changes to the stadium's design without the city's consent, and modified the liquidated damages provision in the Developer Agreement. There was no signature line in the term sheet for Centerplan, and, in fact, Centerplan did not sign it. The record does not divulge any reason why Centerplan did not sign the term sheet or was not asked to do so, and counsel for the city, when asked at argument before this court, professed not to know why. The parties also agreed to a change order, dated January 28, 2016, increasing the contract price from $56 million to approximately $63.5 million.
It is undisputed that the extended substantial completion deadline was not attained. On June 6, 2016, the city terminated the Developer Agreement with DoNo and the Builder Agreement with Centerplan. In its termination letter, the city explained that 3
Following the city's termination of Centerplan's and DoNo's contracts, the plaintiffs brought an action seeking an injunction against the termination. The plaintiffs later amended their complaint to include a claim for breach of contract, including allegations that the city had failed to provide notice of and an opportunity to cure the alleged defaults before termination, and a claim for breach of the implied covenant of good faith and fair dealing. The amended complaint eliminated any claim for injunctive relief. The city asserted a counterclaim in eighteen counts but withdrew all but two of its counts before the end of trial. Along with the plaintiffs’ claims, the remaining two counts of the counterclaim—breach of contract against Centerplan and breach of the implied covenant of good faith and fair dealing against Centerplan and DoNo—were tried to a jury.
In its instructions, the trial court tasked the jury with deciding one question: "Which side is to blame for the stadium not being ready by its May 17, 2016 deadline?"4 The jury found in favor of the city and against the plaintiffs on the plaintiffs’ affirmative claims and in favor of the city on its counterclaim against the plaintiffs, awarding liquidated damages of $335,000.
The plaintiffs jointly appealed to the Appellate Court and moved to transfer the appeal to this court pursuant to Practice Book §§ 65-2 and 66-2. We granted that motion over the city's objection. We will provide additional facts and procedural history as necessary.
Centerplan and DoNo claim that the trial court erroneously construed the parties’ contracts to place responsibility for the architect and design errors on them across all relevant time periods, including both before and after the term sheet's execution. The city responds that the plain and unambiguous language of the parties’ contracts placed this responsibility on the plaintiffs, precisely as the trial court ruled it did. The city further argues that it is irrelevant whether the contracts made the plaintiffs legally responsible for the architect and the design before the execution of the term sheet because the term sheet fully waived any preterm sheet claims regarding architect control, design errors, and increased construction costs.
We disagree with the city that the term sheet waived the plaintiffs’ claims and, accordingly, must address the plaintiffs’ claim regarding legal control of the architect and stadium design. Our review of the parties’ contracts leads us to conclude that they did not unambiguously grant the plaintiffs legal control of the architect and the stadium's design across all relevant time periods. First, we hold that, under the contracts, the city plainly and unambiguously maintained legal control of the architect and stadium design as a matter of law from the signing of the original agreements in February, 2015, to the assignment of the agreement between the city and Pendulum Studios II, LLC, (Architect Agreement) in May, 2015, and that the city retained responsibility for the architect's errors during this time period. Second, we hold that, from the assignment of the Architect Agreement in May, 2015, to January, 2016, when the term sheet was executed, the plaintiffs plainly and unambiguously had legal control of the architect and stadium design as a matter of law. Last, we hold that, from the term sheet's execution in January, 2016, until the city terminated its contractual relationship with Centerplan and DoNo in June, 2016, the question of which party had legal control of the architect and stadium design is ambiguous. Because the trial court's pretrial ruling improperly took from the fact finder several questions of fact, including the issue of the parties’ intent regarding architect control during this third period of time—after the term sheet's execution and until the city terminated the plaintiffs’ contracts—we must remand the case for a new trial.5
The record reveals the following additional facts and procedural history relevant to these issues. Count one of the plaintiffs’ complaint alleges that the city materially breached its contractual obligations under the Developer Agreement by not relinquishing control of the architect and the stadium's design. The plaintiffs allege that this material breach prevented Centerplan from controlling the design and staying within the project's budget. The plaintiffs also allege that the city continued to issue changes to the design after the execution of the term sheet, that Centerplan lacked the ability to reject the changes, and that these additional changes made it impossible to finish construction by the substantial completion deadline. As a result, the plaintiffs allege, the city wrongfully terminated their contracts despite the city's own material default for issuing design changes that increased costs and prevented Centerplan from finishing on time.
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