Centerplan Construction Co., LLC v. Hartford
343 Conn. 368
| Conn. | 2022Background
- City contracted with Pendulum (architect), then with DoNo (developer) and Centerplan (design‑builder); all three also signed a Direct Agreement.
- City assigned its Architect Agreement to Centerplan/DoNo in May 2015.
- DoNo sent a claim in Dec. 2015 asserting city-made design changes increased scope; city and DoNo executed a term sheet (Jan. 19, 2016) extending substantial completion to May 17, 2016, forbidding new design changes without the city’s consent, and modifying liquidated damages; Centerplan did not sign the term sheet.
- Substantial completion missed; city terminated DoNo’s and Centerplan’s contracts in June 2016 and sought liquidated damages.
- Trial court ruled pretrial that plaintiffs controlled the architect and were liable for architect errors; it excluded most pre‑term‑sheet evidence and instructed the jury to decide only who was to blame for missing the May 17, 2016 deadline. Jury found for the city and awarded $335,000; plaintiffs appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Who had legal control/responsibility for the architect and design across time periods? | Plaintiffs: contracts do not unambiguously give them control for all periods; city retained control earlier and term sheet altered control. | City: the contracts (Developer, Builder, Assignment) unambiguously gave plaintiffs control and responsibility for architect/design. | Court: control splits by period—city had legal control Feb–May 2015; plaintiffs had control May–Jan 2016 (assignment); control Jan–June 2016 (post‑term sheet) is ambiguous and factbound. |
| Did the term sheet waive plaintiffs’ rights to pursue pre‑term‑sheet claims? | Plaintiffs: term sheet did not fully waive preterm claims (esp. DoNo’s) and did not bar evidence of pre‑assignment design errors. | City: term sheet resolved/waived all preterm disputes; plaintiffs cannot relitigate those issues. | Court: term sheet waived Centerplan’s preterm claims (because city withdrew counterclaims and condition precedent failed), but did not waive DoNo’s claims; trial court improperly precluded DoNo from pursuing preterm claims. |
| Did the term sheet eliminate Centerplan’s contractual/common‑law right to notice and an opportunity to cure before termination? | Plaintiffs: term sheet is silent and cannot be read to waive notice and cure; rights survive or require express waiver; at minimum ambiguity requires jury determination. | City: term sheet gave city an absolute right to remove Centerplan for missing the extended deadline (no cure required), preserving the bargain. | Court: term sheet is ambiguous on whether city gained a new, unqualified termination right or received an assignment of DoNo’s preexisting right; regardless, Centerplan retained at least an implied/common‑law right to notice and cure (or contractual cure if assignment), so the trial court erred in removing that issue from the jury. |
| Effect of May 2015 assignment—did it transfer liability for pre‑assignment design errors? | Plaintiffs: assignment covered only part C (construction administration) and should not shift liability for earlier design errors to them. | City: assignment transferred the Architect Agreement and made plaintiffs responsible for architect and any subsequent errors. | Court: assignment plainly transferred full contract rights and control to plaintiffs as of May 2015 (so plaintiffs liable for post‑assignment errors) but the city retained obligations/liability for architect services/errors arising before the assignment. |
Key Cases Cited
- Cruz v. Visual Perceptions, LLC, 311 Conn. 93 (2014) (contracts are ambiguous only if reasonably susceptible to more than one meaning; interpretation is plenary review)
- United Illuminating Co. v. Wisvest‑Connecticut, LLC, 259 Conn. 665 (2002) (multiple writings on same transaction read together)
- Tomey Realty Co. v. Bozzuto’s, Inc., 168 Conn. App. 637 (2016) (subsequent agreements and amendments must be given effect when construing rights)
- Joseph General Contracting, Inc. v. Couto, 317 Conn. 565 (2015) (third parties generally are not bound by contracts absent their assent)
- Semac Electric Co. v. Skanska USA Building, Inc., 195 Conn. App. 695 (2020) (court reluctant to assume futility when contractually specified cure period exists)
- Grovenburg v. Rustle Meadow Associates, LLC, 174 Conn. App. 18 (2017) (consenting body can exercise broad design control via consent/withholding authority)