D'Angelo Development & Const. v. Cordovano

• Decision Date: 16 May 2006
• Docket Number: No. 17358.,17358.
• Citation: 278 Conn. 237,897 A.2d 81
• Court: Connecticut Supreme Court
• Parties: D'ANGELO DEVELOPMENT AND CONSTRUCTION COMPANY v. Steven P. CORDOVANO et al.

Page 81

897 A.2d 81

278 Conn. 237

D'ANGELO DEVELOPMENT AND CONSTRUCTION COMPANY v. Steven P. CORDOVANO et al.

No. 17358.

Supreme Court of Connecticut.

Argued November 30, 2005.

Decided May 16, 2006.

Brendan J. O'Rourke, New Canaan, with whom, on the brief, were Jeffrey M. McCormick, Rocky Hill and Marianne F. Murray, for the appellants (defendants).

Richard E. Castiglioni, with whom, on the brief, was Jonathan J. Kelson, Stamford, for the appellee (plaintiff).

BORDEN, KATZ, PALMER, VERTEFEUILLE and ZARELLA, Js.

ZARELLA, J.

The sole issue in this appeal is whether a new home construction contract that fails to comply with the registration, disclosure and contract language provisions of the New Home Construction Contractors Act, General Statutes § 20-417a et seq.,¹ is unenforceable. The defendants, Steven P. Cordovano and Sarah M. Cordovano, appeal from the judgment of the trial court declaring such a contract to be enforceable and declining to invalidate a mechanic's lien placed on their property by the plaintiff, D'Angelo Development and Construction Company. We affirm the judgment of the trial court.

The following facts are undisputed. In the summer of 2000, the defendants offered to purchase a parcel of land located at 134 Highland Avenue in Norwalk from Leonard D'Angelo, Jr., the plaintiff's president and sole employee. D'Angelo had planned to build a home on speculation at 134 Highland Avenue but agreed to sell the land to the defendants on the condition that they retain the plaintiff to build a home for them on that parcel. On October 30, 2000, the parties closed on the sale of 134 Highland Avenue and signed an agreement calling for the plaintiff to build a home for the defendants at that location.

The plaintiff had been licensed by the state as a home improvement contractor since 1994. See Home Improvement Act, General Statutes § 20-418 et seq. Before October 30, 2000, D'Angelo was unaware of the New Home Construction Contractors Act and its registration requirement for new home construction contractors. See General Statutes § 20-417d (d) ("[n]o person shall ... (5) engage in the business of a new home construction contractor or hold himself or herself out as a new home construction contractor without having a current certificate of registration"). Upon learning of the act on October 30, 2000,² the plaintiff sought a certificate of registration as a new home construction contractor. The plaintiff obtained the certificate on November 2, 2000, three days after signing the contract with the defendants. The plaintiff began construction of the new home at 134 Highland Avenue only after having received the certificate of registration.

In July, 2002, following completion of construction and the defendants' failure to pay the total amount due under the agreement, the plaintiff filed a mechanic's lien against the property in the amount of $86,699.26.³ The plaintiff then commenced an action against the defendants, asserting claims of breach of contract and quantum meruit, and seeking foreclosure of the mechanic's lien.

The defendants moved to substitute a bond for the lien. They then filed an application with the court to declare the lien invalid. In support of their application, the defendants argued that the plaintiff had failed to comply with the registration,⁴ disclosure⁵ and contract language⁶ provisions of the act, and that its noncompliance rendered the contract between the parties unenforceable and the lien invalid.⁷ Following a hearing, the trial court rendered judgment denying the defendants' application. The trial court concluded that "a violation of the [act] does not relieve a party from a contractual obligation" and that "the lien at issue [was] not invalid as a matter of law." The defendants appealed to the Appellate Court from the judgment of the trial court, and we transferred the appeal to this court pursuant to General Statutes § 51-199(c) and Practice Book § 65-1.

On appeal, the defendants renew their claim that the plaintiff's failure to comply with the act renders the contract unenforceable and the lien invalid. The defendants premise their claim on Wilson Building & Design Associates, Inc. v. Vanderkerckhove, Superior Court, judicial district of Middlesex, Docket No. CV-01-0096157S (January 25, 2002) (Wilson Building), in which the court held that a new home construction contract entered into by the parties was unenforceable due to the contractor's noncompliance with the act.⁸ The plaintiff contends, conversely, that the statutory text and legislative intent behind the act preclude a finding that such contracts are unenforceable. We agree with the plaintiff.

We begin by noting that, "the general rule, upheld by the great weight of authority, [is] that no court will lend its assistance in any way toward carrying out the terms of a contract, the inherent purpose of which is to violate the law. In case any action is brought in which it is necessary to prove the illegal contract in order to maintain the action, courts will not enforce it, nor will they enforce any alleged right directly springing from such contract...." Vaszauskas v. Vaszauskas, 115 Conn. 418, 423, 161 A. 856 (1932); accord Robertson v. Stonington, 253 Conn. 255, 260, 750 A.2d 460 (2000).

In the present case, there is no evidence in the record to support the conclusion that the purpose of the contract was illegal. Moreover, the defendants make no allegation to that effect. Rather, it is undisputed that the plaintiff was unaware of the statutory requirements relating to new home construction contractors and, upon learning of the act on October 30, 2000, the day that the agreement was signed, it immediately sought and obtained the required certificate of registration. Furthermore, the plaintiff did not commence construction until after it had received the certificate of registration. We thus conclude that the purpose of the contract was not to violate the law but to effectuate an otherwise legal transaction.

We next examine the defendants' claim that the failure of the plaintiff to comply with the act renders the contract unenforceable. Because this claim raises a question of statutory interpretation, our review is plenary. See, e.g., Parrot v. Guardian Life Ins. Co. of America, 273 Conn. 12, 18, 866 A.2d 1273 (2005). When interpreting a statute, "[o]ur fundamental objective is to ascertain and give effect to the apparent intent of the legislature." (Internal quotation marks omitted.) Perodeau v. Hartford, 259 Conn. 729, 735, 792 A.2d 752 (2002). "The meaning of a statute shall, in the first instance, be ascertained from the text of the statute itself and its relationship to other statutes. If, after examining such text and considering such relationship, the meaning of such text is plain and unambiguous and does not yield absurd or unworkable results, extratextual evidence of the meaning of the statute shall not be considered." General Statutes § 1-2z.

We first consult the text of the act. The New Home Construction Contractors Act, which took effect on October 1, 1999, regulates the activities of new home construction contractors.⁹ The act requires a contractor to obtain a certificate of registration from the commissioner of consumer protection (commissioner) before he or she may "engage in the business of new home construction or hold himself or herself out as a new home construction contractor...." General Statutes § 20-417b (a). The act also specifies the circumstances under which the commissioner may revoke, suspend or refuse to issue or renew a certificate of registration. See General Statutes § 20-417c. Other provisions of the act affirmatively regulate the conduct of new home construction contractors,¹⁰ prohibit new home construction contractors from engaging in certain activities¹¹ and set forth various requirements as to the format and content of new home construction contracts.¹²

The act further provides three distinct penalties for a violation of its provisions. First, the act empowers the commissioner to impose a civil penalty on, among others, "any person who engages in or practices the work for which a certificate of registration is required by [the act] ... without having first obtained such a certificate of registration" or any person who "violates any of the provisions of [the act] ...." General Statutes § 20-417f. Second, the act provides that "any person who violates any provision of subsection (d) of section 20-417d shall be guilty of a class A misdemeanor." General Statutes § 20-417e. Finally, the act provides that a violation of any of its provisions "shall be deemed an unfair or deceptive trade practice under subsection (a) of section 42-110b";¹³ General Statutes § 20-417g; thereby exposing the violator to a private lawsuit under the Connecticut Unfair Trade Practices Act (CUTPA), General Statutes § 42-110a et seq.¹⁴

Significantly, the act contains no provision addressing the enforceability of contracts that fail to comply with the statutory requirements. Furthermore, there is nothing in the act to suggest that its enumeration of penalties excludes all other remedies. We therefore conclude that the text of the act is ambiguous with regard to the enforceability of noncompliant contracts and turn for additional guidance to other closely related statutes regulating the home construction industry. See General Statutes § 1-2z (meaning of statutory provision is determined by examining text of statute itself and its relationship to other statutes).

The Home Improvement Act was enacted in 1979; see Public Acts 1979, No. 79-606; twenty years prior to the New Home Construction Contractors Act, to provide consumers with protection from unscrupulous home improvement contractors.¹⁵ See Wright Bros. Builders, Inc. v. Dowling, 247 Conn. 218, 231, 720 A.2d 235 (1998) (underlying purpose of Home Improvement Act is to provide "public with a form of consumer protection against unscrupulous home...