Rapaport and Benedict, P.C. v. City of Stamford

• Decision Date: 26 September 1995
• Docket Number: No. 13007,13007
• Citation: Rapaport and Benedict, P.C. v. City of Stamford, 664 A.2d 1193, 39 Conn.App. 492 (Conn. App. 1995)
• Court: Connecticut Court of Appeals
• Parties: , 151 L.R.R.M. (BNA) 2522 RAPAPORT AND BENEDICT, P.C., et al. v. CITY OF STAMFORD et al.

Page 1193

664 A.2d 1193

39 Conn.App. 492, 151 L.R.R.M. (BNA) 2522

RAPAPORT AND BENEDICT, P.C., et al. v.CITY OF STAMFORD et al.

No. 13007.

Appellate Court of Connecticut.

Argued May 25, 1995.

Decided Sept. 26, 1995.

William C. Turney, New Haven, for appellants(plaintiffs).

John F. Fallon, Fairfield, for appellees(defendants).

Before DUPONT, C.J., and LAVERY and LANDAU, JJ.

LANDAU, Judge.

This is an appeal from the trial court's granting of the defendants' motion to dismiss the plaintiffs' complaint.¹The plaintiffs claim that the trial court improperly (1) dismissed the complaint as to the named plaintiff, Rapaport and Benedict, P.C., in that Rapaport's standing as a third party beneficiary provided a direct right of access to the Superior Court, (2) concluded that the plaintiffJoseph Reilly failed to exhaust his contractual remedies, (3) failed to hold an evidentiary hearing, and (4) failed to construe a disputed issue of fact in the plaintiffs' favor.

Neither the facts nor the procedural posture of this case are in dispute.In December, 1990, Reilly was a captain in the Stamford police department, working pursuant to the terms of a collective bargaining agreement between the city of Stamford(city) and the Stamford Police Association(union).At that time, the Stamford board of ethics initiated an investigation of Reilly and other city employees.As a member of the union, Reilly was entitled to legal counsel from the city under the terms of the collective bargaining agreement.²After Reilly requested legal representation, the Stamford corporation counsel informed him that such representation could not be provided due to a conflict of interest.

Pursuant to his understanding of the agreement, Reilly engaged the services of Rapaport to represent him in connection with the proceedings before the board of ethics.During 1991 and 1992, Reilly incurred $135,376.84 in legal fees for Rapaport's services.The city reimbursed $30,973.41 of that sum, but has refused to make any further payment.

The collective bargaining agreement between the city and the police association provides that certain disputes are to be resolved through a grievance and arbitration process.³On October 6, 1992, Reilly requested that the union file a grievance on his behalf for the purpose of compelling the payment of the outstanding legal fees.The city subsequently denied Reilly's grievance.

On February 22, 1993, the plaintiffs filed a four count amended complaint.In the first count, Reilly alleged a breach of contract arising from the city's refusal to reimburse the full amount of legal fees incurred.In count two, Rapaport also alleged breach of contract, claiming that it was entitled to damages as a third party beneficiary of the agreement between the city and the union.Both plaintiffs claimed in count three that they had relied to their detriment on the city's partial payment of Rapaport's legal fees by continuing the attorney-client relationship and thereby incurring additional legal fees.In the last count, the plaintiffs alleged that the defendants had violated the Connecticut Unfair Trade Practices Act (CUTPA), General Statutes § 42-110a et seq.

The defendants filed a motion to dismiss the complaint, asserting that because the plaintiffs failed to exhaust the contractual remedies available to them under § 22 of the collective bargaining agreement, the trial court lacked subject matter jurisdiction.The defendants argued that § 22 mandates that Reilly had to resort to arbitration when his grievance was not resolved to his satisfaction.They asserted that Reilly made no attempt to seek arbitration and that the plaintiffs failed to allege exhaustion of available contractual remedies in their complaint.After a hearing, the trial court agreed with the defendants' argument and granted the motion to dismiss.This appeal followed.

I

The plaintiffs first claim that the trial court improperly concluded that Rapaport was not a third party beneficiary of the collective bargaining agreement and therefore lacked standing to bring an action against the defendants.⁴

"The absence of standing precludes the existence of a court's subject matter jurisdiction and requires dismissal of the claim."Third Taxing District v. Lyons, 35 Conn.App. 795, 798, 647 A.2d 32, cert. denied, 231 Conn. 936, 650 A.2d 173(1994)."Standing is the legal right to set judicial machinery in motion.One cannot rightfully invoke the jurisdiction of the court unless he has, in an individual or representative capacity, some real interest in the cause of action, or a legal or equitable right, title or interest in the subject matter of the controversy....Unisys Corp. v. Dept. of Labor, 220 Conn. 689, 693, 600 A.2d 1019(1991)."(Internal quotation marks omitted.)Presidential Capital Corp. v. Reale, 231 Conn. 500, 504, 652 A.2d 489(1994).

"A third party beneficiary may enforce a contractual obligation without being in privity ⁵ with the actual parties to the contract.SeeJ. Calamari & J. Perillo, Contracts(3d Ed.1987) §§ 17-1 through 17-4, pp. 691-719.Therefore, a third party beneficiary who is not a named obligee in a given contract may sue the obligor for breach.Id."Gateway Co. v. DiNoia, 232 Conn. 223, 230-31, 654 A.2d 342(1995).Thus, if the trial court correctly determined that Rapaport was not a third party beneficiary of the collective bargaining agreement, entitled to enforce its terms, it likewise correctly dismissed the complaint as to Rapaport for lack of subject matter jurisdiction.

In our analysis, we must observe the appropriate standard of appellate review.When "the trial court draws conclusions of law, our review is plenary and we must decide whether its conclusions are legally and logically correct and find support in the facts that appear in the record.Practice Book§ 4061;United Illuminating Co. v. Groppo, 220 Conn. 749, 752, 601 A.2d 1005(1992);Zachs v. Groppo, 207 Conn. 683, 689, 542 A.2d 1145(1988);Pandolphe's Auto Parts, Inc. v. Manchester, 181 Conn. 217, 221-22, 435 A.2d 24(1980).Morton Buildings, Inc. v. Bannon, 222 Conn. 49, 53, 607 A.2d 424(1992).[W]here there is definitive contract language, the determination of what the parties intended by their contractual commitments is a question of law....Mulligan v. Rioux, 229 Conn. 716, 740, 643 A.2d 1226(1994)."(Internal quotation marks omitted.)Gateway Co. v. DiNoia, supra, 232 Conn. at 229, 654 A.2d 342.In this case, the trial court's determination that the collective bargaining agreement did not create a third party beneficiary constituted a question of law.As in Gateway, the trial court in this case did not hear testimony concerning the intent of the parties.Rather, it based its decision that Rapaport was not a third party beneficiary exclusively on its reading of the collective bargaining agreement and the arguments of counsel at the hearing on the motion to dismiss.Consequently, our review of the trial court's ruling is plenary.Seeid., at 230, 654 A.2d 342.

"The proper test to determine whether a [contract] creates a third party beneficiary relationship is whether the parties to the [contract] intended to create a direct obligation from one party to the [contract] to the third party."⁶Gateway Co. v. DiNoia, supra, 232 Conn. at 231, 654 A.2d 342.We therefore must determine whether the city and the union intended that the city assume a direct obligation to Rapaport."Although ordinarily the question of contractual intent presents a question of fact for the ultimate fact finder, where the language is clear and unambiguous it becomes a question of law for the court....When the plain meaning and intent of the language is clear, a clause in a written lease cannot be enlarged by construction.There is no room for construction where the terms of a writing are plain and unambiguous, and it is to be given effect according to its language."(Citations omitted; internal quotations marks omitted.)Id., at 232, 654 A.2d 342.

In this case, the relevant section of the collective bargaining agreement provides that, if a member of the union seeks outside legal representation due to a conflict of interest on behalf of the corporation counsel, "the City shall reimburse the [union] for all legal fees which are incurred in the defense of any such member of said [union]."⁷These terms plainly and unambiguously dictate that the parties to the agreement intended to create a direct obligation from the city to a member of the union, such as Reilly.These same terms, however, cannot be read as creating a direct obligation to the firm providing legal services to the union member.We conclude, as a matter of law, that the plain language of the collective bargaining agreement between the city and the union does not create a direct obligation from the city to Rapaport and that, accordingly, Rapaport was not intended to be a third party beneficiary of the agreement.Because Rapaport does not have the legal status of a third party beneficiary, the trial court properly dismissed the complaint as to Rapaport.

II

The plaintiffs next claim that the trial court improperly concluded that Reilly failed to exhaust his contractual remedies and, therefore, dismissed the complaint as to Reilly for lack of subject matter jurisdiction.We disagree.

" 'It is well settled under both federal and state law that, before resort to the courts is allowed, an employee must at least attempt to exhaust exclusive grievance and arbitration procedures, such as those contained in the collective bargaining agreement between the [city] and the [association].Vaca v. Sipes, 386 U.S. 171, 184, 87 S.Ct. 903, 913, 17 L.Ed.2d 842(1967);Republic Steel Corporation v. Maddox, 379 U.S. 650, 652, 85 S.Ct. 614, 616, 13 L.Ed.2d 580(1965);Hartford Principals' & Supervisors' Assn. v. Shedd, 202 Conn. 492, 500, 522 A.2d 264(1987);School Administrators Assn. v. Dow, [200 Conn. 376, 381-82, 511 A.2d 1012...