DeLuca v. C. W. Blakeslee & Sons, Inc.

• Decision Date: 10 April 1978
• Citation: 174 Conn. 535,391 A.2d 170
• Court: Connecticut Supreme Court
• Parties: , 25 UCC Rep.Serv. 38 Francis M. DeLUCA, Trustee v. C. W. BLAKESLEE AND SONS, INC.

Page 170

391 A.2d 170

174 Conn. 535, 25 UCC Rep.Serv. 38

Francis M. DeLUCA, Trustee v. C. W. BLAKESLEE AND SONS, INC.

Supreme Court of Connecticut.

Argued Nov. 9, 1977.

Decided April 10, 1978.

Tobias Weiss, Stamford, for appellant (plaintiff).

William J. Egan, New Haven, for appellee (defendant).

Before HOUSE, C. J., and LOISELLE, BOGDANSKI, LONGO and SPEZIALE, JJ.

HOUSE, Chief Justice.

In this action the plaintiff sought an injunction and $2,400,000 damages from the defendant. It was returned to the Superior Court in Fairfield County and referred to a state trial referee, who, sitting as the court, rendered judgment for the defendant. From that judgment the plaintiff appealed to this court.

The plaintiff was the owner of approximately 356 acres of undeveloped land partly in Canaan and partly in Cornwall, hereinafter referred to as the premises. The defendant was a general contractor who was interested in obtaining contracts from the state for the construction of three sections of highway known as route 7. Because each of these three separate projects would require a large quantity of fill, before the defendant entered bids on the projects it entered into negotiations concerning the possibility of using the plaintiff's premises as a source for obtaining the necessary fill. The plaintiff's suit was predicated upon the claim that these negotiations culminated in a contract under the terms of which the defendant was to purchase the fill from the plaintiff and that the defendant breached this contract.

The complaint was in three counts. In the first count the plaintiff alleged that the parties entered into a contract under the terms of which the plaintiff would make the premises available to the defendant which would extract the required fill and transport it to the work site by train and truck. The second count repeated the general allegations of the first count concerning the alleged contract and, without mentioning the Statute of Frauds, did allege that as a result of the negotiations the plaintiff accepted the offer of the defendant and executed the performance requested by the defendant thereby accepting the defendant's offer and creating a contract between them on the terms set forth in the first count. The third count repeated the substance of the first two counts and alleged that during the negotiations the defendant made false representations with the intent to deceive and defraud the plaintiff and the plaintiff was damaged by his reliance upon those misrepresentations. In its answer, the defendant denied the material allegations of the plaintiff's complaint and by way of special defense alleged that the negotiations between the parties working towards a contract never culminated in a contract and were broken off when the parties could not resolve the differences reflected in draft contracts submitted by each to the other.

The court found for the defendant on the first count on the ground that enforcement of the alleged contract was barred by the Statute of Frauds, on the second count on the ground that there was not a part performance by the plaintiff, and on the third count, in fraud, on the ground that the defendant made no intentional or reckless misrepresentation to the plaintiff.

As is to be expected in an appeal in such a case as this where the evidence covered the whole area of the relationship between the parties, their conferences, negotiations, correspondence and actions, the court found it necessary to file a lengthy finding of fact, and, in turn, the plaintiff extensively attacked that finding in his assignments of error, seeking numerous additions and corrections. To note and discuss each finding and the attack on it would unduly prolong this opinion. We have examined each one seriatim and, testing the findings and the attacks in accordance with the well established applicable law and rules, we find that the finding is not subject to any material correction, nor is it necessary to attempt to summarize the finding in any detail. It suffices to note the decisive conclusions of the court and the findings relevant to them.

The court concluded that a contract such as that alleged by the plaintiff, to be enforceable, must conform to the requirements of the Statute of Frauds ¹ affecting the transfer of interests in land because it provided that the defendant buyer would remove the material from the plaintiff's land. It also concluded that the contents of two letters sent by the defendant upon which the plaintiff relied to satisfy the requirements of the statute were not sufficient because (1) they did not adequately describe the subject of the sale, (2) they did not contain the name of the seller, and (3) there was no reference therein to some other writing or thing certain to provide these missing essentials. The court rejected the plaintiff's claims (1) that the defendant was estopped from raising the defense of the Statute of Frauds, (2) that the defendant intentionally or recklessly made misrepresentations, and (3) that the plaintiff changed his position in reliance on anything that the defendant said or did. The court concluded that the plaintiff had done nothing sufficient to constitute part performance, had never delivered possession of the premises to the defendant, and had failed to sustain his burden of proof on each of the three counts of his complaint.

In testing the validity of the court's conclusions, we follow well settled principles. They are tested by the subordinate facts found by the trial court and, if the conclusions are logically supported by the facts, they must stand unless they violate law, logic or reason. Lovett v. Atlas Truck Leasing, 171 Conn. 577, 581, 370 A.2d 1061; Nicoli v. Frouge Corporation, 171 Conn. 245, 248, 368 A.2d 74; White Oak Corporation v. State, 170 Conn. 434, 438, 365 A.2d 1162.

The first claim briefed by the plaintiff is that the court erroneously concluded that the alleged contract to be enforceable must conform to the requirements of the Statute of Frauds (General Statutes § 52-550) and that it did not meet those requirements. It appears that prior to the adoption of the Uniform Commercial Code (1959 Public Acts, No. 133, effective October 1, 1961) there was some confusion as to whether the Statute of Frauds applied to contracts concerning such a profit a prendre as was the subject of the negotiation in this case. See Jo-Mark Sand & Gravel Co. v. Pantanella, 139 Conn. 598, 601, 96 A.2d 217; Miller v. State, 121 Conn. 43, 47, 183 A. 17; New Haven v. Hotchkiss, 77 Conn. 168, 170, 173, 58 A. 753. The confusion was cleared with the adoption of the Uniform Commercial Code, incorporated into the General Statutes in title 42a. Section 42a-2-107(1) ² as it was in effect at all times relevant to the present case made a significant distinction between instances where the subject of the profit a prendre was to be severed from the realty by the seller rather than by the buyer. The significance of this distinction was emphasized in the official comments concerning the code as promulgated by the American Law Institute and the National Conference of Commissioners on Uniform State Laws which commented with respect to subsection (1) of U.C.C. § 2-107: "Notice that this subsection applies only if the . . . minerals . . . 'are to be severed by the seller.' If the buyer is to sever, such transactions are considered contracts affecting land and all problems of the Statute of Frauds . . . apply to them. Therefore, the Statute of Frauds section of this Article (U.C.C. § 2-201) does not apply to such contracts though they must conform to the Statute of Frauds affecting the transfer of interests in land." In the present case, the agreements claimed by the plaintiff provided that the buyer of the fill should remove it from the plaintiff's land. In those circumstances, the court properly concluded that to be enforceable it was necessary that the alleged agreement conform to the Statute of Frauds affecting the transfer of an interest in land. See Uniform Land Transactions Act, Official Text Approved by the National Conference of Commissioners on Uniform State Laws, § 2-104(a) and comment 1 to § 2-104.

The plaintiff has also attacked the court's conclusion that the alleged agreement did not meet the requirements of the Statute of Frauds. The subordinate facts, however, amply support this conclusion. The "writing" upon which the plaintiff chiefly relies consisted of two letters which the defendant had sent to the plaintiff's uncle and father during the negotiations. As the court's conclusion recites, those letters, taken separately or together, do not adequately describe the subject of the sale, do not contain the name of the seller and contain no reference to any other writing or thing certain to provide those missing essentials.

As this court said in Santoro v. Mack, 108 Conn. 683, 687, 145 A. 273, and repeated in East Haven v. New Haven, 159 Conn. 453, 461, 271 A.2d 110, 114. " 'The requirements of a memorandum of sale to satisfy the statute of frauds in this State are too well established to require extended consideration. It must state the contract between the parties with such certainty that the essentials of the contract can be determined from the memorandum itself without the aid of parol proof, either by direct statement or by reference therein to some other writing or thing certain; and these essentials must at least consist of the subject of the sale, the terms of it and the parties to it, so as to furnish evidence of a complete agreement. Miller v. Vordenbaum, 105 Conn. 636, 638, 136 A. 382; Shoag v. Sheftel, 99 Conn. 541, 543, 121 A. 799; Gendelman v. Mongillo, 96 Conn. 541, 543, 114 A. 914; Shelinsky v. Foster, 87 Conn. 90, 96, 87 A. 35; 27 Corpus Juris, p. 269, § 319, p. 277, § 334. " The memorandum of the contract need not be the contract itself, but must contain sufficient data whereby a contract satisfying the terms of the prior...