Kalas v. Cook, (AC 21439)

• Decision Date: 18 June 2002
• Docket Number: (AC 21439)
• Citation: 800 A.2d 553,70 Conn. App. 477
• Court: Connecticut Court of Appeals
• Parties: BARBARA H. KALAS v. EDWARD W. COOK, EXECUTOR (ESTATE OF ADELMA G. SIMMONS)

70 Conn. App. 477

800 A.2d 553

BARBARA H. KALAS v. EDWARD W. COOK, EXECUTOR (ESTATE OF ADELMA G. SIMMONS)

(AC 21439)

Appellate Court of Connecticut.

Argued April 1, 2002.

Officially Released June 18, 2002.

Schaller, Flynn and Peters, Js. Linda C. Lehmann, with whom were Malcolm F. Barlow and, on the brief, Edward W. Cook, for the appellant (defendant).

Atherton B. Ryan, for the appellee (plaintiff).

Opinion

PETERS, J.

Pursuant to a long-standing oral agreement, a print shop manufactured and delivered written materials designed by the buyer for the buyer's use and sale. After the buyer's death, the executor of her estate refused to pay for the last deliveries of these materials to the buyer. The principal issue in this appeal is whether the statute of frauds, as codified in the Uniform Commercial Code, General Statutes § 42a-1-101 et seq., bars enforcement of the oral agreement. Although our conclusion rests on statutory grounds that were not cited to the trial court, we agree with the court's conclusion that, under the circumstances of this case, the seller is entitled to be paid.

The plaintiff, Barbara H. Kalas, owner of the print shop, filed a complaint against the defendant, Edward W. Cook, executor of the estate of the buyer, Adelma G. Simmons. The plaintiff alleged that the defendant, in breach of the obligations contained in an oral contract with Simmons for the sale of goods, had refused to pay for goods delivered to her. The defendant denied these allegations and interposed a number of special defenses,¹ including a defense under the statute of frauds as codified in General Statutes § 42a-1-206.²

The trial court held that the transaction between the plaintiff and the deceased was a sale of goods as that term is defined in General Statutes § 42a-2-105.³ That determination has not been challenged on appeal. As a contract for the sale of goods, its enforcement was not precluded by the statute of frauds provision contained in § 42a-1-206. Accordingly, the court rendered a judgment in favor of the plaintiff in the amount of $24,599.38. The defendant has appealed.

The facts found by the trial court, which are currently uncontested, establish the background for the court's judgment. The plaintiff, doing business as Clinton Press of Tolland, operated a printing press and, for several decades, provided written materials, including books and pamphlets for Simmons. Simmons ordered these materials for use and sale at her farm, known as Caprilands Herb Farm (Caprilands). The defendant has not suggested that these materials could have been sold on the open market.

Due to limited space at Caprilands, the plaintiff and Simmons agreed that the written materials would remain stored at the plaintiffs print shop until Simmons decided that delivery was necessary. The materials were delivered either routinely, based on Simmons' ordinary need for materials, or upon her request for a special delivery. After each delivery, the plaintiff sent an invoice requesting payment by Simmons. These invoices were honored.

In 1991, the town of Tolland acquired the land on which the plaintiff resided. In early 1997, the plaintiff was notified that she would have to vacate the property by the end of that calendar year. Upon receiving that notice, the plaintiff decided to close her business. The plaintiff and Simmons agreed that the materials printed for Caprilands and stored at the plaintiffs print shop would be delivered on an accelerated basis. Simmons directed an employee, Jack Lee, to begin to transport the stored materials to Caprilands and he made occasional trips to the print shop to do so. The plaintiff routinely delivered printed materials to Caprilands whenever she visited there.

On December 3, 1997, after several months of deterioration of her physical health, Simmons died. Simmons' will was admitted to probate, and the defendant was appointed executor of her estate. The plaintiff submitted a claim against the estate for $24,599.38 for unpaid deliveries to Caprilands. These deliveries took place from February 12, 1997 to December 11, 1997, with the last two deliveries occurring after Simmons' death.

In his appeal, the defendant raised fifteen claims for reversal. None of these claims was adequately briefed. See Pestey v. Cushman, 259 Conn. 345, 373, 788 A.2d 496 (2002). "We do not reverse the judgment of a trial court on the basis of challenges to its rulings that have not been adequately briefed.... The parties may not merely cite a legal principle without analyzing the relationship between the facts of the case and the law cited." (Citations omitted; internal quotation marks omitted.) Strobel v. Strobel, 64 Conn. App. 614, 623, 781 A.2d 356, cert. denied, 258 Conn. 937, 786 A.2d 426 (2001). We could, therefore, affirm the judgment on that ground. At oral argument, however, the defendant elaborated that the trial court improperly had (1) enforced the oral agreement despite its noncompliance with the statute of frauds, General Statutes § 42a-2-201, and (2) admitted, as well as excluded, certain testimony regarding statements by Simmons in violation of General Statutes § 52-172.

I

On appeal, the defendant argues that the oral contract was invalid, not for the reasons advanced at trial, but because a writing was required by § 42a-2-201.⁴ This argument is unpersuasive for two reasons.

First, the defendant's claim, as a matter of procedure, cannot succeed because he did not raise any claim under § 42a-2-201 at trial. "It is well established that an appellate court is under no obligation to consider a claim that is not distinctly raised at the trial level. Practice Book § 60-5; Yale University v. Blumenthal, 225 Conn. 32, 36 n.4, 621 A.2d 1304 (1993)...." (Internal quotation marks omitted.) Burnham v. Karl & Gelb, P.C., 252 Conn. 153, 170-71, 745 A.2d 178 (2000). This court will undertake review of unpreserved claims only when the claim is of constitutional magnitude; State v. Golding, 213 Conn. 233, 239-40, 567 A.2d 823 (1989); or there has been plain error resulting in a manifest injustice that has affected the fairness of the judicial proceeding. Practice Book § 60-5; Sorrentino v. All Seasons Services, Inc., 245 Conn. 756, 768, 717 A.2d 150 (1998). Neither of these exceptions is applicable in this case.

Second, even if we exercise our discretion to overlook this procedural failing, the defendant's § 42a-2-201 argument fails as a matter of substance. While we agree that § 42a-2-201 is the applicable statute, this section does not bar the enforcement of the plaintiffs oral agreement. When a trial court reaches a correct outcome, but on grounds that cannot be sustained, appellate courts have repeatedly upheld the court's judgment if there are other grounds to support it. Hoskins v. Titan Value Equities Group, Inc., 252 Conn. 789, 794, 749 A.2d 1144 (2000); Skuzinski v. Bouchard Fuels, Inc., 240 Conn. 694, 702, 694 A.2d 788 (1997).

Whether the court properly applied the relevant provisions of § 42a-1-101 et seq. "involves statutory interpretation, which is a question of law. Therefore, our review of this issue is plenary." (Internal quotation marks omitted.) 37 Huntington Street H, LLC v. Hartford, 62 Conn. App. 586, 590, 772 A.2d 633, cert. denied, 256 Conn. 914, 772 A.2d 1127 (2001), citing Turner v. Frowein, 253 Conn. 312, 337, 752 A.2d 955 (2000). Under the circumstances of this case, we conclude that § 42a-2-201⁵ does not bar the plaintiffs right to recovery. Section 42a-2-201 is the applicable statute in this case because it takes priority over § 42a-1-206. True, on its face, § 42a-1-206 (2) excludes contracts for the sale of goods from the writing requirement of subsection (1). This article one provision, does not, however, purport to supersede statute of frauds provisions elsewhere in § 42a-1-101 et seq. It does not say that such contracts are altogether exempt from the statute of frauds. Contracts for the sale of goods, although excluded from the general provisions of § 42a-1-206, are governed by § 42a-2-201. See General Statutes Ann. § 42a-1-206, Uniform Commercial Code Comment (West 1990) (purpose of § 42a-1-206 is "[t]o fill the gap left by the [s]tatute of [f]rauds provisions for goods [Section 2-201]"); Decatur Cooperative Assn. v. Urban, 219 Kan. 171, 175, 547 P.2d 323 (1976) ("purpose of [UCC 1-206] is to include within its provisions sales ... which are not subject to the provisions of [UCC] 2-201"); see also State v. State Employees' Review Board, 239 Conn. 638, 653, 687 A.2d 134 (1997) ("`[i]t is a well-settled principle of [statutory] construction that specific terms covering the given subject matter will prevail over general language of the same or another statute which might otherwise prove controlling'"); Burns v. Gould, 172 Conn. 210, 216-17, 374 A.2d 193 (1977) (stating that contracts for sale of securities expressly excluded from § 42a-1-206 because such contracts are specifically covered by General Statutes § 42a-8-319).

Under § 42a-2-201, oral agreements for the sale of goods at a price of $500 or more are presumptively unenforceable. General Statutes § 42a-2-201 (1); see also Keefe v. Norwalk Cove Marina, Inc., 57 Conn. App. 601, 608, 749 A.2d 1219, cert. denied, 254 Conn. 903, 755 A.2d 881 (2000). The applicable provisions in this case, however, are other subsections of § 42a-2-201.

Under § 42a-2-201 (3) (a), an oral contract for the sale of goods is enforceable if the goods in question are "specially manufactured."⁶ In determining whether the specially manufactured goods exception applies, courts generally apply a four part standard: "(1) the goods must be specially made for the buyer; (2) the goods must be unsuitable for sale to others in the ordinary course of the seller's business; (3) the seller must have substantially begun to have manufactured the goods or to have a commitment for their procurement; and (4) the manufacture or commitment must have been commenced under...