Klewin v. Highland Hills Apartments, LLC

• Decision Date: 15 March 2018
• Docket Number: CV166026603
• Parties: Kyle C. KLEWIN v. HIGHLAND HILLS APARTMENTS, LLC
• Court: Connecticut Superior Court

Kyle C. KLEWIN v. HIGHLAND HILLS APARTMENTS, LLC

No. CV166026603

Superior Court of Connecticut, Judicial District of New London, New London

March 15, 2018

UNPUBLISHED OPINION

OPINION

Calmar, J.

The defendants move to strike counts three through five of the plaintiff’s five-count second amended complaint on numerous grounds.

On May 15, 2017, the plaintiff, Klewin Construction, Inc. (KCI),^[1] filed a second amended complaint^[2] with exhibits against the defendants alleging breach of contract and other causes of action. The plaintiff alleges the defendants, Highland Hills Apartments LLC (Highland Hills) and A.R. Building Company, Inc. (A.R.) breached its contract with the plaintiff and hired away much of the plaintiff’s employees and subcontractors to complete a construction project in Rhode Island. On October 13, 2017, the defendants filed a motion to strike count three, tortious interference with contractual relations; count four, violations of the Connecticut Unfair Trade Practices Act (CUTPA); and count five, promissory estoppel, accompanied by a memorandum of law. On November 21, 2017, the plaintiff filed a memorandum of law in opposition to the defendants’ motion to dismiss, accompanied by exhibits. On December 13, 2017, the defendants filed a reply to the plaintiff’s memorandum of law. On December 18, 2017, the court heard oral argument at short calendar.

DISCUSSION

" The proper method to challenge the legal sufficiency of a complaint is to make a motion to strike prior to trial." Gulack v. Gulack, 30 Conn.App. 305, 309, 620 A.2d 181 (1993). " The purpose of a motion to strike is to contest ... the legal sufficiency of the allegations of any complaint ... to state a claim upon which relief can be granted." (Internal quotation marks omitted.) Fort Trumbull Conservancy, LLC v. Alves, 262 Conn. 480, 498 815 A.2d 1188 (2003). " In ruling on a motion to strike, the court is limited to the facts alleged in the complaint." (Internal quotation marks omitted.) Faulkner v. United Technologies Corp., 240 Conn. 576, 580, 693 A.2d 293 (1997). " A complaint includes all exhibits attached thereto." (Internal quotation marks omitted.) Tracy v. New Milford Public Schools, 101 Conn.App. 560, 566, 922 A.2d 280, cert. denied, 284 Conn. 910, 931 A.2d 935 (2007). " [The court] [construes] the complaint in the manner most favorable to sustaining its legal sufficiency." (Internal quotation marks omitted.) Geysen v. Securitas Security Services USA, Inc., 322 Conn. 385, 398, 142 A.3d 227 (2016). " Thus, [i]f facts provable in the complaint would support a cause of action, the motion to strike must be denied." (Internal quotation marks omitted.) Id. Practice Book § 10-39 allows a party to challenge the legal sufficiency of any prayer for relief.

A. Choice of Law

The defendants first argue Rhode Island law governs the motion to strike because § 13.1 of the contract contains a choice of law clause, providing: " The Contract shall be governed by the law of the place where the Project is located ..." Because the project was located in Rhode Island, the defendant argues Rhode Island law governs all disputes relating to the contract. The plaintiff argues the contract’s narrow language means Rhode Island law only covers the breach of contract claims, counts one and two, and Connecticut law governs the remaining claims.

" The threshold choice of law issue in Connecticut, as it is elsewhere, is whether there is an outcome determinative conflict between applicable laws of the states with a potential interest in the case. If not, there is no need to perform a choice of law analysis, and the law common to the jurisdiction should be applied." (Internal quotation marks omitted.) Cohen v. Roll-A-Cover, LLC, 131 Conn.App. 443, 465-66, 27 A.3d 1, cert. denied, 303 Conn. 915, 33 A.3d 739 (2011). " When the applicable law of a foreign state is not shown to be otherwise, we presume it to be the same as our own." Walzer v. Walzer, 173 Conn. 62, 76, 376 A.2d 414 (1977).

In the present case, the defendants have only pointed to potentially conflicting laws as to count three, tortious interference with contractual relations. Because the defendants have not shown how Rhode Island law would conflict with Connecticut law regarding count four, CUTPA, and count five, promissory estoppel, Connecticut law will govern those claims. See id. ; see also Cohen v. Roll-A-Cover, LLC, supra, 131 Conn.App. 466 (" the defendants have failed to indicate in their appellate brief how the application of any other law would have conflicted with the provisions of CUTPA. Consequently, we determine that a choice of law analysis is inappropriate under these circumstances" ).

As for count three, tortious interference with contractual relations, Rhode Island law and Connecticut law are the same.^[3] This is a " false conflict whereby the controlling law of each jurisdiction is the same." (Internal quotation marks omitted.) Dugan v. Mobile Medical Testing Services, Inc., 265 Conn. 791, 798, 830 A.2d 752 (2003). " In such a case, the case ought to be decided under the law that is common to both states." (Internal quotation marks omitted.) Haymond v. Statewide Grievance Committee, 45 Conn.Supp. 481, 488-89, 723 A.2d 821 (1997), aff’d, 247 Conn. 436, 723 A.2d 808 (1999). Accordingly, because the law is the same, Connecticut law will govern this count, and Connecticut law governs counts three, four, and five.

B. Count Three

The defendants move to strike count three, tortious interference with contractual relations, of the plaintiff’s complaint on the grounds that the plaintiff failed to state a claim because the complaint did not allege an improper purpose, tortious interference with contractual relations cannot occur in an at-will employment context, and the defendants were parties to the plaintiff’s agreements with its subcontractors. The defendants also move to strike the plaintiff’s prayer for relief, which requests exemplary damages, of count three on the ground that the plaintiff’s complaint does not sufficiently allege reckless conduct. The plaintiff responds, arguing the complaint sufficiently alleges an improper purpose, tortious interference with contractual relations can occur in employment at-will contexts, and the defendants were not parties to the plaintiff’s contracts with its subcontractors. The plaintiff further argues the prayer for relief can remain as the plaintiff’s complaint sufficiently alleges reckless conduct.

i. Improper Purpose

The defendants move to strike count three of the plaintiff’s complaint on the ground that the plaintiff failed to sufficiently allege an improper purpose for a claim of tortious interference with contractual relations. The plaintiff responds, arguing the complaint sufficiently alleges an improper purpose.

" A claim for tortious interference with contractual relations requires the plaintiff to establish (1) the existence of a contractual or beneficial relationship, (2) the defendants’ knowledge of that relationship, (3) the defendants’ intent to interfere with the relationship, (4) the interference was tortious, and (5) a loss suffered by the plaintiff was caused by the tortious conduct." (Internal quotation marks omitted.) Loiselle v. Browning & Browning Real Estate, LLC, 147 Conn.App. 246, 259, 83 A.3d 608 (2013). " [T]he plaintiff must plead and prove at least some improper motive or improper means ... [F]or a plaintiff successfully to prosecute such an action it must prove that ... the defendant was guilty of fraud, misrepresentation, intimidation or molestation ... or that the defendant acted maliciously ... In the context of a tortious interference claim, the term malice is meant not in the sense of ill will, but intentional interference without justification ... In other words, the [plaintiff] bears the burden of alleging and proving lack of justification on the part of the [defendant]." (Citations omitted; internal quotation marks omitted.) Reyes v. Chetta, 143 Conn.App. 758, 764, 71 A.3d 1255 (2013).

" The allegation that the defendant encouraged [the plaintiff’s former employee] to breach his employment contract and subsequently hired him as a permanent employee sufficiently alleges intentional interference without justification." Desrosier of Greenwich v. Shumway Capital Partners, Superior Court, judicial district of Stamford-Norwalk, Docket No. CV-05-4004621-S (May 30, 2006, Lewis, J.T.R.). Soliciting a plaintiff’s employees to use confidential information in breach of an agreement and soliciting those employees to recruit other employees in breach of the agreement are also acts that constitute tortious interference. Precision Computer Services, Inc. v. Zones, Inc., Superior Court, judicial district of Fairfield, Docket No. CV-12-6031688-S (April 11, 2013, Sommer, J.).

In the present case, the plaintiff’s complaint sufficiently alleges an improper purpose, in the form of malice, for a claim of tortious interference with contractual relations. The plaintiff alleges the defendants were unfamiliar with construction projects in New England, lacked sufficient contacts to approach officials and quality subcontractors in southern New England, learned of and formed relationships with those people through negotiations with the plaintiff formed a contract with the plaintiff, subsequently breached it supposedly due to a corporate structure issue, and immediately hired all of the plaintiff’s key employees and subcontractors. In short, the plaintiff’s complaint alleges the defendants employed all or most of the plaintiff’s employees and subcontractors, in violation of the plaintiff’s contracts with those individuals, after the defendants became familiar with the southern New England market. Such acts, taken as true,...