Al Dente, LLC v. Consiglio
157 A.3d 743
| Conn. App. Ct. | 2017Background
- Owners of Sally’s Apizza solicited bids; a to-be-formed group calling itself Al Dente (led by Capasso) submitted the highest bid on April 14, 2014, accompanied by a 12‑page proposed purchase agreement requiring defendants’ signatures to be binding.
- At a March 27, 2014 meeting the parties agreed on sealed‑bid procedures that included: identities confidential, final bids due April 14, and that defendants would "commence negotiations for sale with the highest bidder."
- After April 14, defendants’ counsel circulated a one‑page "Comments to Al Dente Contract" (the comment sheet) listing nine items the defendants wanted changed; Capasso responded by signing an "addendum" and delivering a $333,000 cashier’s check on May 14, 2014.
- Defendants returned the unsolicited cashier’s check on May 20, 2014 and stated they had not entered into a binding agreement; plaintiffs later threatened suit but most original bidders declined to proceed, and the organized Al Dente, LLC was not formed until July 19, 2014.
- Plaintiffs sued for: (1) breach of contract (purchase agreement), (2) breach of the bidding agreement (failure to continue negotiations), and (3) CUTPA (derivative of alleged breach). Trial court granted summary judgment for defendants; plaintiffs appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether defendants breached the March 27 bidding agreement by ceasing negotiations | Defendants agreed to "commence negotiations with the highest bidder" and then unilaterally abandoned negotiations after May 20, 2014 | Defendants contend they met the obligation — they reviewed the bid, circulated comments, and never agreed to be bound to a sale merely by being the high bidder | No triable issue: parties did negotiate (comments exchanged); complaint did not allege bad faith or a required scope/duration of negotiations, so summary judgment for defendants affirmed |
| Whether a binding purchase agreement was formed (acceptance/counteroffer) | The comment sheet (in context) was a counteroffer or acceptance that, together with plaintiffs’ addendum and deposit, created an enforceable contract | The April 14 proposed agreement required defendants’ signatures to bind them; the comment sheet was unsigned, labeled "Comments," and was tentative — not an objective manifestation of intent to accept or to terminate power of acceptance | No triable issue: objectively the comment sheet was comments/suggestions, not a binding counteroffer; no mutual assent; summary judgment for defendants affirmed |
| CUTPA claim derivative of bidding breach | CUTPA arises from the alleged bidding breach and bad acts in relation to the sale process | Without breach or bad faith in negotiations, the derivative CUTPA claim fails | Dismissed with related contract claims; summary judgment affirmed |
Key Cases Cited
- Martinelli v. Fusi, 290 Conn. 347 (Conn. 2009) (summary judgment evidence viewed in light most favorable to nonmoving party)
- Stuart v. Freiberg, 316 Conn. 809 (Conn. 2015) (summary judgment standard and purpose)
- Grenier v. Commissioner of Transportation, 306 Conn. 523 (Conn. 2012) (pleading must provide notice of claim elements)
- John J. Brennan Construction Corp. v. Shelton, 187 Conn. 695 (Conn. 1982) (bid is offer but not a contract until accepted)
- Cavallo v. Lewis, 1 Conn. App. 519 (Conn. App. 1984) (counteroffer terminates offeree's power of acceptance)
- Saint Bernard School of Montville, Inc. v. Bank of America, 312 Conn. 811 (Conn. 2014) (offer and acceptance require identical understanding; objective theory of assent)