Bruno v. Whipple
2012 WL 4796541
Conn. App. Ct.2012Background
- Lisa Bruno sues Reed Whipple and Heritage Homes Construction Company, LLC for breach of contract, breach of the implied covenant of good faith and fair dealing, and CUTPA related to building a Ridgefield home for Bruno and Bruno's then-wife.
- The contract identified the Owner as Bruno and the Contractor as Heritage Homes; Whipple signed the contract in his capacity as a member of Heritage Homes but not in his individual capacity.
- Bruno allege that Bruno paid additional sums from late 2005 to mid-2006 beyond the contract, for work she did not authorize, implying money laundering with Bruno via project funds.
- Whipple moved for summary judgment arguing he was not a party to the contract; the court granted summary judgment on counts alleging breach of contract, breach of the implied covenant, and CUTPA against Whipple.
- The trial court later issued a corrected memorandum; the court denied summary judgment as to Heritage Homes on some counts, but ultimately this appeal concerns Whipple only, with CUTPA claim against him argued to be viable independent of contract.
- On appeal, the Appellate Court affirmed the breach-of-contract and implied-covenant judgments but reversed as to the CUTPA claim against Whipple and remanded for proceedings on that count.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Whipple was a party to the contract. | Bruno contends Whipple was a party or liable personally. | Whipple was not a party to the contract; he signed only in his representative capacity. | Whipple was not a party; dismissal of contract-related claims against him affirmed. |
| Whether summary judgment was proper on breach of contract against Whipple. | Whipple could be liable personally despite nonparty status via veil or personal involvement. | Contract liability requires party status; Whipple not a contracting party, so no breach claim. | Summary judgment proper; Whipple not liable for breach of contract. |
| Whether summary judgment was proper on breach of the implied covenant against Whipple. | Arguments independent of contract could support tort-like liability against Whipple. | Implied covenant claim requires party to contract; nonparty status bars personal liability. | Affirmed for contract-based theory; no independent tort claim against Whipple. |
| Whether summary judgment was proper on the CUTPA claim against Whipple. | Counts allege collusion to launder money and deceive to affect assets; could support personal CUTPA liability. | CUTPA claim depends on contractual relationship; no personal liability absent party status. | Reversed; viable CUTPA claim against Whipple independent of contract. |
| Authenticity/admission issues related to contract and pleadings. | Unauthenticated contract and statements admitted Whipple as party; misreads admissions. | No judicial admission contrary to Whipple’s nonparty status; contract authenticated properly. | No reversible error; contract properly considered; no admissible admission defeating summary judgment. |
Key Cases Cited
- Weiner v. Clinton, 106 Conn. App. 379 (2008) (summary judgment standard and plenary review)
- FCM Group, Inc. v. Miller, 300 Conn. 774 (2011) (contract and liability principles for party status)
- Lawson v. Whitey’s Frame Shop, 241 Conn. 678 (1997) (contract interpretation and ambiguity)
- Monetary Funding Group, Inc. v. Pluchino, 87 Conn. App. 401 (2005) (CUTPA unfairness criteria guidance)
- Lyons v. Nichols, 63 Conn. App. 761 (2001) (pleading sufficiency and notice standard)
- Stamford Landing Condominium Assn., Inc. v. Lerman, 109 Conn. App. 261 (2008) (pleading breadth and notice in complaint review)
- Navin v. Essex Savings Bank, 82 Conn. App. 255 (2004) (appellate review of summary judgment and evidence)
- Cohen v. Roll-A-Cover, LLC, 131 Conn. App. 443 (2011) (piercing corporate veil and personal liability concepts)