O'Hara v. State

• Decision Date: 14 May 1991
• Docket Number: No. 13967,13967
• Citation: 218 Conn. 628,590 A.2d 948
• Court: Connecticut Supreme Court
• Parties: Mitchel J. O'HARA, Sr., et al. v. STATE of Connecticut, et al.

Page 948

590 A.2d 948

218 Conn. 628

Mitchel J. O'HARA, Sr., et al. v. STATE of Connecticut, et al.

No. 13967.

Supreme Court of Connecticut.

Argued Feb. 13, 1991.

Decided May 14, 1991.

Michael J. Mannion, Danbury, for appellant-appellee (defendant Alenter, Inc.).

Timothy S. Hollister, with whom were Colleen M. Wolter and, on the brief, Mary A. Glassman, Hartford, for appellees-appellants (plaintiffs).

Before PETERS, C.J., and SHEA, CALLAHAN, COVELLO and HULL, JJ.

HULL, Associate Justice.

The plaintiffs, Mitchel J. O'Hara, Sr., and Mitchel J. O'Hara, Jr., brought an action to recover damages for breach of contract against the defendant Alenter, Inc. (Alenter), ¹ based on the defendant's failure to convey a parcel of real property to the plaintiffs. The trial court, West, J., rendered judgment for the plaintiffs. The defendant appealed and the plaintiffs cross appealed to the Appellate Court. We transferred the appeals to this court pursuant to Practice Book § 4023 and we now affirm.

The material facts are either stipulated or undisputed. On March 7, 1979, John Lobdell conveyed to Sailing Systems, Inc. (Systems), a corporation owned by the plaintiffs' predecessors in interest, Hugh M. Greenwald and Francis H. Snyder, a parcel of real property located on the west side of Candlewood Lake Road in Brookfield (the western property). On November 9, 1979, Lobdell, who also owned a parcel of property located on the east side of Candlewood Lake Road (the eastern property), executed an agreement ² (the agreement) along with the defendant and Systems, providing that, following a transfer of the eastern property from Lobdell to the defendant, the defendant would fulfill Lobdell's obligation to convey to Systems a portion of the eastern property, ³ the specifics of the conveyance to be determined by the outcome of the proposed reconstruction of Candlewood Lake Road. ⁴

On January 2, 1980, Lobdell conveyed the eastern property to the defendant. On November 18, 1983, Greenwald and Snyder conveyed the western property to the plaintiffs. On December 22, 1983, Systems, Greenwald and Snyder assigned all of their respective rights and interest arising out of the agreement to the plaintiffs.

On October 25, 1984, the commissioner of transportation (commissioner) applied to the Superior Court, on behalf of the state, for approval to purchase a portion of the eastern property (eastern strip) from the defendant, in order to undertake reconstruction of Candlewood Lake Road. See General Statutes § 13a-73(c). ⁵ On November 13, 1984, the plaintiffs requested that the defendant convey to them a portion of the eastern property (the eastern wedge), in accordance with paragraph eight of the agreement. The defendant did not comply with the plaintiffs' request. On November 30, 1984, the Superior Court, Hon. Roman Lexton, state trial referee, approved the state's proposed acquisition of the eastern strip, which included the eastern wedge. On December 14, 1984, the defendant conveyed the eastern strip to the state.

By deed dated March 28, 1986, the defendant quit-claimed any interest that it had in the eastern wedge to the plaintiffs. Thereafter, the plaintiffs instituted the present action against the defendant and the state. On September 4, 1987, pursuant to a stipulated judgment in which the plaintiffs withdrew their claim against the state, the state conveyed a portion of the eastern wedge to the plaintiffs. See footnote 1, supra.

The defendant claims that the trial court improperly: (1) determined that the defendant's failure to convey the eastern wedge to the plaintiffs on November 9, 1984, constituted a breach of the agreement; (2) rejected the defendant's claim that its duty to perform was excused; (3) rejected the defendant's defense of implied waiver; and (4) rejected the defendant's claim that the amount awarded to the plaintiffs as damages should be reduced by the value of a parcel of property conveyed to the plaintiffs by the state following the defendant's breach. In their cross appeal, the plaintiffs claim that the trial court improperly denied their request for prejudgment interest.

I

The defendant first claims that the trial court should not have concluded that paragraph eight of the agreement required the defendant to convey the eastern wedge to the plaintiffs on November 9, 1984, and that the defendant's failure to do so constituted a breach of contract. In support of this claim, the defendant argues that the trial court: (1) mistakenly determined that the defendant did not contest the plaintiffs' allegation that its failure to convey the property on November 13, 1984, constituted a breach of contract; and (2) misinterpreted the plain language of the agreement in its finding that paragraph eight of the agreement governed the claim. ⁶ We disagree.

The trial court determined that because the defendant stipulated that the relocation of Candlewood Lake Road had not occurred within five years of the execution of the agreement and because the defendant did not challenge the validity and enforceability of the agreement, the only issue was the validity of the defendant's special defenses. Thus, despite the defendant's denial of the plaintiffs' claim that it had breached the agreement set forth in its pleading, the trial court either implicitly determined that the defendant no longer contested the plaintiffs' claim of breach or rejected the defendant's denial of the allegation on the basis of its interpretation of the agreement. The precise basis for the trial court's decision, however, is unclear. "Faced with this ambiguity, it was [the defendant's] responsibility to request the trial court to articulate its decision further and to seek an explicit finding [on the claim of breach] that would then constitute an adequate record reviewable on appeal." PaineWebber, Inc. v. American Arbitration Assn., 217 Conn. 182, 188 n. 10, 585 A.2d 654 (1991); see also Practice Book § 4051; Barnes v. Barnes, 190 Conn. 491, 493, 460 A.2d 1302 (1983); Carpenter v. Carpenter, 188 Conn. 736, 739 n. 2, 453 A.2d 1151 (1982); Kaplan v. Kaplan, 186 Conn. 387, 388 n. 1, 441 A.2d 629 (1982). "[The defendant's] failure to do so precludes review of this claim on appeal." PaineWebber, Inc. v. American Arbitration Assn., supra; see also DiBella v. Widlitz, 207 Conn. 194, 203-204, 541 A.2d 91 (1988).

II

The defendant next claims that the trial court should have concluded that the defendant's duty to perform was excused. In support of this claim, the defendant argues that: (1) the fact that the relocation of Candlewood Lake Road had not occurred on November 9, 1984, made it impossible at that time to implement the parties' intention that Systems would obtain the land west of the road while the defendant would obtain the land east of the road, and performance by the defendant was thereby rendered impracticable; (2) the state's decision to acquire a greater portion of the eastern property for the reconstruction project than the contracting parties had contemplated frustrated the purpose of the agreement; and (3) the state's acquisition of equitable title to the eastern strip under the doctrine of equitable conversion prior to November 9, 1984, made it impossible for the defendant to convey the eastern wedge to the plaintiffs on that date. We disagree.

A

The defendant first argues that because relocation of the road had not occurred on November 9, 1984, the purpose of the agreement could not be fulfilled at that time and that performance by the defendant was, therefore, impracticable.

Paragraph four of the agreement provides in pertinent part that "the intention hereof [is] that ALENTER will acquire all land lying Easterly of the relocated Candlewood Lake Road and SYSTEMS will acquire all land lying Westerly of the relocated Candlewood Lake Road." Paragraph one provides the means by which this intention is to be effected. Pursuant to paragraph one, after the relocation occurs, the defendant must convey the property that it owns on the west side of the relocated road to Systems. The trial court found that paragraph four had been overridden by paragraph eight. Pursuant to paragraph eight, in the event that the proposed relocation has not occurred by November 9, 1984, the defendant must convey the eastern wedge to Systems.

The trial court viewed paragraphs four and eight as independent from one another, the applicability of each dependent upon the occurrence of different events. The trial court implicitly concluded, therefore, that while the parties intended that, following the relocation of Candlewood Lake Road, the defendant would own the land east of the road and Systems would own the land west of the road, their alternative intention was that, if within five years of the execution of the agreement the relocation had not occurred, the defendant would convey a specified portion of the eastern property, the eastern wedge, to Systems.

"The impracticability doctrine represents an exception to the accepted maxim of pacta sunt servanda, in recognition of the fact that certain conditions cannot be met because of unforeseen occurrences. Cf. Aetna Casualty & Surety Co. v. Murphy, 206 Conn. 409, 413, 538 A.2d 219 (1988). A party claiming that a supervening event or contingency has prevented, and thus excused, a promised performance must demonstrate that: (1) the event made the performance impracticable; (2) the nonoccurrence of the event was a basic assumption on which the contract was made; (3) the impracticability resulted without the fault of the party seeking to be excused; and (4) the party has not assumed a greater obligation than the law imposes. 2 Restatement (Second), Contracts § 261; E. Farnsworth, Contracts (1982) § 9.6, p. 678." Dills v. Enfield, 210 Conn. 705, 717, 557 A.2d 517 (1989).

Paragraph eight of the agreement expressly acknowledged the possibility that the relocation of the road might not occur within five years. Thus, the...