Steephill Renewables, LLC v. Board of Education of Town of Weston
| Decision Date | 24 May 2017 |
| Docket Number | FSTCV156025647S |
| Parties | Steephill Renewables, LLC v. Board of Education of the Town of Weston |
| Court | Connecticut Superior Court |
UNPUBLISHED OPINION
This lawsuit has its origins in a solar energy project, initially enthusiastically embraced by the plaintiffs and the Weston Board of Education. In addition to the real or perceived benefits of the project in terms of local solar-based energy generation, there was an additional benefit in the form of energy credits that were to be provided by the local power company. As may be inferred from the existence of this litigation, the project never was implemented, and the plaintiffs[1] have sued the Board, the Town of Weston, and an individual, Donald Gary, under a number of theories. The Board has filed a motion for summary judgment and separately the Town and individual defendant have filed a motion for summary judgment. The plaintiffs have filed objections to both motions, and extensive documentation has been submitted by the parties, supporting their respective positions.
In their briefs, the parties discussed the extended development of the project, starting in 2012. For purposes of this motion, however, most of the attention needs to be placed on events starting in late June of 2013, as it is in that timeframe that the plaintiffs claim there was a contract that subsequently was breached by the defendants. In particular the focus is on events on and after June 27, 2013.
The parties do not seem to disagree that as of June 27-June 28 the parties had agreed on most of the material terms of the project. In dealing with a governmental entity, care must be taken to distinguish between an agreement of representatives/agents engaged in discussions, and final approval by the necessary ultimate decision-maker(s)--a critical distinction in this case. The plaintiff claims that a vote of the Board of Education on June 28 constituted the necessary consent/approval of the Board to the claimed agreement and that all material terms had been resolved as of that date.
That last sentence actually encompasses two issues that the parties have not addressed in much detail. The court cannot decide a motion for summary judgment in favor of a moving party based on issues not identified in the motion and supporting brief, but the court can note the existence of the issues in terms of uncertainties that might preclude the granting of summary judgment, or might require an analysis that is not dependent upon the outcome of those issues.
First there is the question of identification of the " contract" that was breached. There was a single project, but there were at least two separate types of documents seemingly having contract-like properties, and it appears that both needed to be in place, for the project to go forward (and possibly multiple iterations, one for each site). First, there was a document referred to as a PPA (Power Purchase Agreement) which related to the generation of power. There also was a site license, originally characterized as a site lease, which was necessary to authorize the plaintiff to install the solar energy system on each of the three school properties where the equipment was expected to be installed. The parties sometimes refer to the singular " contract" and at other times a plural of " contracts" not always with clear specificity as to number (at times, the number seems to be " 3" based on the number of schools/sites). The plaintiffs' complaint refers to the breach of a contract or agreement, as if it were in the singular (e.g. ¶ ¶ 82-83 of complaint), but there appears to be little doubt as to the need for both types of agreement and in however many iterations were actually drafted (for the three sites) for the project to be able to go forward. Therefore, no significance should be placed on possible use--especially in quoting party-positions--from the use of singular or plural with regard to the existence of a contract, unless required by context.
The second piece is the plaintiffs' reliance upon the June 28, 2013 vote of the Board of Education. The parties disagree as to what that vote meant. A full understanding of the significance of that vote would require a clear understanding of the required protocol for approval of an agreement or project such as this, by the Board of Education. The parties have not addressed this issue in any detail, and therefore any factual uncertainty would preclude reliance on the defendant's interpretation, unless it were clear as a matter of law.
In this regard, it may be helpful to note certain asymmetries. If this case were to be tried before a factfinder, the burden of proof would be on the plaintiffs to establish their claims. The burden now, however, is on the defendants to disprove those claims. The burden at trial generally would be based on a preponderance of the evidence standard; for summary judgment, each moving defendant must show entitlement as a matter of law after first establishing the absence of any material issue of fact, which is effectively a form of certainty--the combination of no issue of material fact and entitlement as a matter of law leaves virtually no room for uncertainty, factual or legal.
An additional aspect of asymmetry--if a plaintiff moves for summary judgment, it would need to establish the absence of any material factual issue, and that would pertain not only to the direct proof of liability but also negating any defenses; in establishing a right to judgment as a matter of law, defensive legal issues would need to be considered and conclusively negated. However, a defendant moving for summary judgment only needs to establish a fatal--non-circumventable--flaw, factually and legally.
Finally, the failure of a defendant to prove entitlement to summary judgment has no direct bearing on the ability of the plaintiffs to prevail at trial. The failure of a defendant to negate the existence of a contract at this stage of the proceeding does not have any value or weight with respect to the plaintiffs' eventual ability to carry their burden. A double negative is not a true positive--for example, the failure to disprove the existence of a contract in this context would not mean that there was, or that the plaintiffs can prove that there was, an enforceable contract.
Therefore, a defendant need not negate all of the elements of a claim, but only needs to negate (at least) one essential element to the requisite level (or establish a conclusive bar), to prevail as to that claim.
Against this backdrop, the court will address the issues as presented.
The plaintiffs cite the generally-applicable standard for the existence of a contract (pp. 11-12):
It is well established in Connecticut that in order to create a contract an acceptance of an offer must occur. The acceptance of the offer must be full, explicit, and unconditional. In addition, it is well established that a contract must be definite and certain as to its terms. Finally, there must be a manifestation of mutual assent to those terms and requirements. The acceptance of the offer does not need to be express, as the words or actions of a party may indicate the offeree's assent to the proposed bargain. (Citations, omitted.)
The plaintiffs assert that " [t]he parties agreed to all material business terms." The court's difficulty is the inherent inconsistency if not impossibility of the explanation of that agreement " to all material business terms" (if it is to be treated as factual rather than conclusory), given the plaintiffs' own recitations.
This passage says that on June 28 the Board of Education approved the contracts even though, as of June 28, the agreement was not yet in final form, as changes continued to be proposed--there were changes being made through (at least) July 2. This is not a passing " slip of the tongue" by the plaintiffs:
All that remained was the formality of Steephill's signature. Steephill was reasonably led to believe that the signatures would be forthcoming once the town approvals and logistics of the summer start date had been worked out. The terms were definite and certain. Accordingly, there is a genuine issue of material fact as to whether a contract existed in the above-captioned matter.
" [O]nce the town approvals and logistics . . . had been worked out" negates finality of terms and especially negates a finally-approved agreement--but absent a finally-approved agreement, there is no agreement that can be enforced or breached.
After recapping most of these events at pages 12-14 of its brief the plaintiffs state that " [a]s a result of the Town Building Committee meeting on July 2nd, Dr. Palmer directed Joann Keating and Andrew Galli to shred her signature pages on the signed contracts." [2] The...
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