Anderson v. Town of Bloomfield

203 Conn.App. 182

247 A.3d 642

Joann ANDERSON

v.TOWN OF BLOOMFIELD et al.

AC 42905

Appellate Court of Connecticut.

Argued November 12, 2020

Officially released March 9, 2021

Jeremy S. Donnelly, Hartford, for the appellant (plaintiff).

Deborah Etlinger, Hartford, with whom, on the brief, was Erin Canalia, for the appellee (defendant Plourde Enterprises, LLC).

Bright, C. J., and Prescott and Flynn, Js.

BRIGHT, C. J.

In this third-party beneficiary breach of contract case, the plaintiff, Joann Anderson, appeals from the judgment of the trial court dismissing her complaint against the defendant Plourde Enterprises, LLC,¹ on the ground that she lacks standing to pursue the action. On appeal, the plaintiff claims that the court erred in concluding that she was not an intended third-party beneficiary of a contract between the defendant and the town of Bloomfield (town), to whom the defendant owed a direct obligation. She argues that the contract at issue, at the very least, was ambiguous as to the intent of the defendant and the town and, therefore, the court should have reserved this question for the fact finder. We agree with the plaintiff and, accordingly, reverse the judgment of the trial court.

The following relevant facts, as alleged by the plaintiff in her complaint, and procedural history are relevant to our consideration of the plaintiff's claim on appeal. The plaintiff owns a single-family home in the town, which has been her family home for twenty years. Her home was in need of a new roof, and the plaintiff investigated a number of contractors that could perform the work. She also began looking at financing options. The plaintiff learned that the town offered financial assistance for home improvements to qualified homeowner residents, at no immediate cost to the homeowner, through a residential rehabilitation assistance program (program). Under the program, the town acted on behalf of the homeowner to secure appropriate contractors to do the work. The town would enter into all necessary contracts in order to facilitate the projects, and it would be responsible for review and payment to the contractors once the work was completed. In exchange, the homeowner had to agree to a lien in the town's favor on his or her property in an amount equal to what the town paid for the work completed. The financial assistance offered through the program carried no interest, and no payments were due from the homeowner until he or she decided to sell or transfer title to the property.

Having recently been laid off from her employment and working only a part-time job, the plaintiff, on or about November 28, 2012, applied for the program. She provided detailed information about her income and assets, and, on January 7, 2013, the plaintiff was approved for the program. The town contracted with the defendant to install, inter alia, a new roof on the plaintiff's home. The agreement between the town and the defendant was entered into on or about May 20, 2013. The town agreed to pay the defendant $12,000 for the plaintiff's new roof.

In June, 2013, the defendant began work on the plaintiff's roof, and it completed the work the following month. The town paid the defendant the contract price. In October, 2013, the plaintiff noticed water entering her home through the walls and ceiling in her kitchen and in the basement. The plaintiff's home was inspected, and it was determined that the defendant had installed a defective roof. As a result, it was recommended that the roof be completely replaced. The plaintiff notified the town in October, 2013, through e-mail, telephone, and in person.

As water continued to enter the home because of the faulty roof installation, the walls and ceilings sustained damage, and a significant amount of mold began to grow in the attic and in other parts of the home. Damage to other parts of the home also occurred because of the excessive moisture in the walls, including the malfunction of a wall oven and the electrical wiring in the kitchen. The damage to the plaintiff's home made it uninhabitable, and the plaintiff was forced to move out of her family home.

In a complaint filed on July 17, 2018, the plaintiff claimed in relevant part that the defendant was in breach of its contract with the town and that the plaintiff was a third-party beneficiary of that contract. She alleged that when the defendant entered into its contract with the town, it assumed a direct obligation to the plaintiff to provide a serviceable roof to her home, and that the defendant knew that its failure to do so would cause direct harm to the plaintiff. She further alleged that the defendant breached its contract when it installed a defective roof, causing her to sustain damages.

On September 28, 2018, the defendant filed a motion to dismiss the plaintiff's complaint on the ground that the plaintiff did not have standing as a third-party beneficiary of the town's contract with the defendant and that the court, therefore, did not have jurisdiction over the case. The defendant's motion was accompanied by a memorandum in support and the affidavit of Jason Plourde, the defendant's managing member. Attached to Plourde's affidavit as exhibit 1 was the contract between the town and the defendant. Included as part of the contract were addenda setting forth general and supplementary conditions and the defendant's bid prices for the work described in the contract.

On April 18, 2019, the court, agreeing with the defendant, rendered judgment dismissing the plaintiff's complaint. Specifically, the court concluded that, even if the plaintiff was a foreseeable beneficiary of the contract between the defendant and the town, "that is insufficient to provide the plaintiff with standing to assert a claim against [the defendant] as a third-party beneficiary of the contract." The court reasoned that "[a] careful review of the contract between [the defendant] and the town indicates that the plaintiff is not a third-party beneficiary ... because, although the plaintiff's home is specifically referenced in the contract, and although the purpose of the contract includes, inter alia, performing work on the plaintiff's home, there is no expressed intent to create an obligation on the part of [the defendant] directly to the plaintiff. Instead, all of the contract terms were negotiated with the town, including the liquidated damages provision and the limitation on assignments. ... [I]t is incumbent on the plaintiff to identify specific language in the contract evidencing [the defendant's] intent to create a direct obligation to her. The court cannot identify any such language in the contract." This appeal followed.

On appeal, the plaintiff claims that the court improperly concluded that she was not an intended third-party beneficiary to whom the defendant owed a direct obligation. She argues that the contract establishes that she is a third-party beneficiary because she is the intended beneficiary of the work that the defendant contracted to perform and because her address is listed in the contract in two places. The plaintiff "concedes that a reasonable opposing position [however] might be that the contract language is ambiguous on this point" and that "the issue [therefore] is for the fact finder." The defendant argues that the court properly determined that the plaintiff lacks standing to bring this action because the plaintiff was neither a party to the contract nor an intended third-party beneficiary under the language of the contract. We conclude that the contract is ambiguous as to whether the town and the defendant intended the plaintiff to be a third-party beneficiary to the contract and that, therefore, the issue properly cannot be resolved based on the defendant's motion and the documents attached thereto. Instead the issue requires an evidentiary hearing before the ultimate fact finder at which the fact finder can consider the parties’ intent, in light of the circumstances surrounding the making of the contract, including the motives and purposes of the parties.

The standard of review on a challenge to the trial court's granting of a motion to dismiss is well established. "In ruling upon whether a complaint survives a motion to dismiss, a court must take the facts to be those alleged in the complaint, including those facts necessarily implied from the allegations, construing them in a manner most favorable to the pleader. ... A motion to dismiss tests, inter alia, whether, on the face of the record, the court is without jurisdiction. ... [B]ecause [a] determination regarding a trial court's subject matter jurisdiction is a question of law, our review is plenary." (Internal quotation marks omitted.) Chiulli v. Zola , 97 Conn. App. 699, 703–704, 905 A.2d 1236 (2006).

"It is a basic principle of law that a plaintiff must have standing for the court to have jurisdiction. 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. ... It is well settled that one who [is] neither a party to a contract nor a contemplated beneficiary thereof cannot sue to enforce the promises of the contract .... [W]hether a party has standing, based upon a given set of facts, is a question of law for the court ... and in this respect the label placed on the allegations by the parties is not controlling." (Citations omitted; internal quotation marks omitted.) Dow & Condon, Inc. v. Brookfield Development Corp. , 266 Conn. 572, 579–80, 833 A.2d 908 (2003).

Where, as here, the motion to dismiss is supported by an affidavit and the contract central to the dispute, the court may consider supplementary undisputed facts contained in those documents in deciding the motion to dismiss. "If affidavits and/or other evidence submitted in...