Harley v. The Indian Spring Land Co..

• Decision Date: 21 September 2010
• Docket Number: Nos. 30022, 30163.,s. 30022, 30163.
• Citation: 3 A.3d 992,123 Conn. App. 800
• Court: Connecticut Court of Appeals
• Parties: Colin E. HARLEY v. The INDIAN SPRING LAND COMPANY.

123 Conn.App. 800

3 A.3d 992

Colin E. HARLEY

v.The INDIAN SPRING LAND COMPANY.

Nos. 30022, 30163.

Appellate Court of Connecticut.

Argued Jan. 5, 2010.

Decided Sept. 21, 2010.

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Michael S. Taylor, with whom were Wesley W. Horton, Hartford, and, on the brief, Gary S. Klein and Stephanie A. McLaughlin, Stamford, for the appellant(defendant).

Barry C. Hawkins, Stamford, with whom, on the brief, was Laurie A. Sullivan, Hartford, for the appellee(plaintiff).

FLYNN, C.J., and HARPER and WEST, Js.^*

WEST, J.

The issues we confront in this appeal stem from a reservation agreement executed between the defendant, the Indian Spring Land Company, and the plaintiff, Colin E. Harley.The defendant appeals from the judgment of the trial court, rendered after a trial to the court, in favor of the plaintiff on claims of breach of contract, promissory estoppel ¹ and violations of the Connecticut Unfair Trade Practices Act (CUTPA);General Statutes § 42-110a et seq.; as well as the Common Interest Ownership Act (CIOA);General Statutes § 47-200 et seq.On appeal, the defendant claims that the court, for several reasons, improperly concluded that there was a valid oral modification to the reservation agreement.The defendant also claims that even if there was a valid oral modification to the reservation agreement, the court improperly applied the doctrine of equitable estoppel to bar the defendant from asserting the statute of frauds ² as a defense.Next, the defendant claims that the court improperly found a violation of CUTPA because the evidence adduced at trial did not support a finding of unscrupulous and unethical conduct.The defendant claims that the court improperly found violations of CIOA and the implied duty of good faith and fair dealing because the evidence adduced at trial did not support a finding of bad faith on the defendant's part.Last, the defendant claims that the court improperly awarded damages.We affirm in part and vacate in part the judgment of the trial court.

The record contains the following facts and procedural history that provides the backdrop for our resolution of the issues on appeal.The defendant was formed as a land holding company in 1912 and has held large tracts of land in Greenwich for investment purposes since that time.In 1996, the defendant started the subdivision approval process in order to develop for residential use approximately seventy-nine acres of that land.The defendant named the common interest community Sherwood Farm and, in 2000, commenced selling building lots.In the spring of 2004, the plaintiff contacted Andrew C. Rockefeller, then the president and director of the defendant, and expressed his interest in looking at available lots at Sherwood Farm.The plaintiff toured the available lots with John D. Freeman, then the executive vice president of the defendant, on May 7, 2004, and returned on his own several times.Subsequently, in a telephone conversation, the plaintiff informed Rockefeller that he had chosen lot 29 (lot), located at 22 Stillman Lane, and that he was willing to pursue reserving that lot.

Soon after, Freeman mailed to the plaintiff an “executed copy” of a reservation agreement, along with a letter dated June 9, 2004, in which he requested that the plaintiff sign and return a copy of the agreement to Freeman.The agreement provided that the $1.2 million price of the lot would be reserved until September 7, 2004.The agreement also called for the plaintiff to provide a $10,000 “good faith deposit” to the defendant.That good faith deposit, upon notification to the defendant, wholly was refundable to the plaintiff if he elected not to execute a purchase and sale agreement.If the plaintiff chose to purchase the lot, that money would be credited against the deposit required to purchase the lot.The plaintiff also was required, under the agreement, to submit preliminary architectural and landscape plans, prepared at his expense, to the defendant by August 25, 2004, for submission to its design review board (review board).If, in the review board's discretion, the plans met the guidelines set out in Sherwood Farm's public offering statement, the plaintiff was obligated under the agreement to execute a purchase and sale agreement no later than September 7, 2004, and agree to a closing no later than October 1, 2004.Moreover, if the plaintiff failed to submit those preliminary plans to the review board by August 25, 2004, the agreement, by its terms, was null and void, and the plaintiff would be entitled to the return of his deposit.Last, the agreement stipulated that the plaintiff could terminate ³ the reservation at any time, resulting in the return of his deposit and the defendant's ability to place the lot back on the market.The plaintiff signed and returned the agreement to the defendant with a check for the full amount of the deposit.⁴The plaintiff thereafter received by mail a copy of the agreement countersigned by Rockefeller.

The plaintiff soon after engaged the services of Richard Sammons, an architect.The plaintiff and Sammons visited the lot in June.The plaintiff supplied Sammons with sketches and a list of features that the plaintiff and his wife, Anita Laudone, wanted incorporated into the design of the house.The plaintiff testified that he and Sammons visited the lot with the sketches and list of features in hand because he wanted Sammons to design a house that would be attractive on the lot and be tailor-made for their needs.In a letter to Sammons dated June 21, 2004, the plaintiff set out generally the parameters of the design, specifying that he wanted a house that was under 5000 square feet in size and would have a construction cost of $400 per square foot.He also mentioned that the design Sammons provided had to be approved by the review board under the terms of the reservation agreement.The plaintiff subsequently supplied Sammons with the Sherwood Farm design guidelines.

In July, and again in August, the plaintiff and Laudone reviewed the preliminary plans at Sammons' New York office.The plaintiff testified that the plans he and Laudone reviewed in August were for the design of a house that was larger than the plaintiff desired.The plaintiff testified that in early August, he telephoned Rockefeller.In that conversation, the plaintiff told Rockefeller that the plans that had been produced by Sammons would fabricate a house that went beyond the plaintiff's parameters in both square footage and expense of construction.The plaintiff testified that Rockefeller said he understood the difficulties facing the plaintiff and that the defendant“very much wanted to have [the plaintiff as] a resident” of Sherwood Farm.Rockefeller also told the plaintiff that the agreement's deadlines were no longer applicable to the plaintiff and that he could “take [his] time” in acquiring new plans that fit his needs and met the requirements of the review board.Freeman soon after telephoned the plaintiff, inquiring about the approaching deadline for the plaintiff's submission of plans.The plaintiff related the substance of the conversation he had had with Rockefeller and the assurances Rockefeller had made to him concerning the deadline in the agreement and his submission of the design plans.⁵The plaintiff sent a letter dated September 14, 2004, addressed to Rockefeller at the defendant's place of business, in response to his conversation with Freeman.In it, the plaintiff verified to Rockefeller and Freeman that he was “pursuing [the required design plans] with [Sammons]” and that Sammons was “working on a second round of plans which we hope to review soon and then submit for perusal by the review board as soon as possible.”

After sending that letter, the plaintiff engaged Sammons to draft a second set of plans for the house.The plaintiff instructed Sammons to design a house that had under 5000 square feet of floor space and was within the plaintiff's budget constraints.Throughout the fall of 2004, the plaintiff and Laudone reviewed in Sammons' office the plans for the house.The plaintiff testified that he and Laudone took an active role in the design process, giving Sammons input into the types of materials to be used in construction as well as the appliances to be installed so that the house would meet their budgetary requirements.Moreover, during the time period from September through December, 2004, Sammons' firm billed the plaintiff for 157 hours of architectural services for the design of the plaintiff's home for the lot.

On December 10, 2004, the plaintiff received a telephone call from Jonathan DuBois.In that conversation, DuBois informed the plaintiff that Rockefeller was no longer the president of the defendant and that DuBois was the defendant's chief operating officer.DuBois inquired about the plaintiff's interest in the lot and the status of his pursuit of acquiring it.He also informed the plaintiff that the board of directors was considering whether the value of the lot had risen such that they ought to consider increasing its price.The plaintiff testified that DuBois “didn't say [the board of directors] had decided [to increase the price of the lot] at that point.What [DuBois] said ... was, [that]he would advise me to hurry up and get the plans [submitted to the review board] so that [the board of directors] would not try to impose a new price ... and that the quicker I could get the plans [submitted], the better.”The plaintiff informed DuBois that his plans were near completion and that they would be submitted to the review board as soon as possible.

On December 21, 2004, the plaintiff's design plans were submitted to the review board.In a letter to David Kleiner, an architect with Sammons' firm, Robert L. Hart, an architect and member of the review board,...