161 Conn.App. 638
Conn. App. Ct.2015Background
- Robert Chiulli Jr. filed a two-count suit (breach of contract; conversion/statutory theft) against his cousin Chris Chiulli and Double “C” Construction, alleging defendants failed to pay $30,000 promised in a February 4, 2008 written agreement.
- The February 4, 2008 letter required Robert to sign and record a release of a prior notice of assignment on the Newington land records; in return defendants promised Robert $30,000 “at the closing for any prior agreements.” Robert executed and recorded the release the same day.
- At the time of the 2008 agreement the parties discussed a prospective buyer (identified at trial as Rouquier) and an anticipated $140,000 sale; that specific deal later fell through.
- In 2011 Double “C” purchased several lots from NBP and sold Lots 2, 3A and 3B to Geer; the plaintiff learned of that sale only in 2012 and demanded the $30,000.
- Trial court found valid mutual assent and consideration (Robert had authority to sign the release) but held the contract language ambiguous; after considering extrinsic evidence the court concluded the promise was limited to a specific anticipated 2008 sale (the Rouquier deal) and did not extend to the 2011 Geer closing.
- The court also held the conversion/theft claims failed because Robert never had possession or legal title to the $30,000 and a mere promise to pay money does not support conversion or statutory theft.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Validity/consideration: Did Robert have authority to execute the release and thus provide consideration? | Robert: He signed and recorded the release personally; that act was valid consideration for the $30,000 promise. | Chris: Assignment was to Eastern Development, LLC, not Robert personally, so Robert lacked authority and there was no consideration. | Held: Robert had authority; the recorded notice named him and the release matched that record, so consideration was valid. |
| Contract scope/interpretation: Does “$30,000 at the closing for any prior agreements” cover any later closing (e.g., 2011 sale) or only the specific 2008 contemplated sale? | Robert: Phrase was open-ended and meant payment at any closing of Lots 3A/3B, including the 2011 Geer sale. | Chris: Promise referenced a specific anticipated sale (Rouquier, $140,000) and prior oral agreements; term was limited to that transaction. | Held: Ambiguous phrase resolved with extrinsic evidence; contract intended to cover the specific 2008 contemplated sale, not the 2011 Geer closing. |
| Conversion/statutory theft: Can Robert recover conversion/treble damages for defendants’ failure to pay $30,000? | Robert: Defendants withheld proceeds from the 2011 sale that belonged to him; this supports conversion and statutory theft. | Chris: Plaintiff never had possession, title, or a trust relationship over the funds; claim is contractual, not conversion. | Held: Dismissed—no evidence plaintiff ever had possession or title to the money; mere promise to pay does not support conversion/theft. |
| Use of drafter-against-drafter rule: Should contract be construed against drafter (defendants)? | Robert: Document drafted by Chris; ambiguous terms should be construed against drafter. | Chris: Rule is last resort; extrinsic evidence shows parties intended a narrower meaning. | Held: Court considered extrinsic evidence and declined to apply drafter-against-drafter rule; interpretation followed the evidence. |
Key Cases Cited
- Gulycz v. Stop & Shop Cos., 29 Conn. App. 519 (1992) (plaintiff must prove contested issues by preponderance; defendant need not present evidence to contradict)
- United Illuminating Co. v. Wisvest-Connecticut, LLC, 259 Conn. 665 (2002) (principles for determining contract ambiguity and interpreting contractual language)
- Cruz v. Visual Perceptions, LLC, 311 Conn. 93 (2014) (when contract ambiguous, courts may consider extrinsic evidence; drafter-against-drafter rule is a last resort)
- Mystic Color Lab, Inc. v. Auctions Worldwide, LLC, 284 Conn. 408 (2007) (conversion requires unauthorized exercise of ownership; distinction between debtor-creditor and bailor-bailee contexts)
- Deming v. Nationwide Mut. Ins. Co., 279 Conn. 745 (2006) (mere obligation to pay money generally not actionable as conversion)
- Milford Bank v. Phoenix Contracting Group, Inc., 143 Conn. App. 519 (2013) (consideration principles; inadequacy of consideration does not alone void contract)