Connecticut Light & Power Co. v. Proctor
152 A.3d 470
| Conn. | 2016Background
- Gary Proctor, a part‑time manager, contacted Connecticut Light & Power (CL&P) to set up electric service for a poultry business (Pedigree Chicks) after a June 2008 ownership change; CL&P opened an account in Proctor’s name and provided service June 2008–Aug 2009.
- Proctor received an account application and a cover letter in November 2008 showing him as the sole responsible party; he did not return the application or pay a deposit.
- CL&P’s internal records show calls in Nov. 2008, Jan. 2009, Feb. 2009, and Apr. 2010 documenting communications with Proctor, including entries that he had accepted responsibility and one where he said he had “lent” his name.
- Service bills were issued in Proctor’s name; service was disconnected for nonpayment Aug. 20, 2009, and outstanding bills totaled $14,620.51.
- Proctor denied (or could not recall) authorizing liability and asserted he only helped facilitate the account for Chan/Pedigree; he did not call Chan or implead third parties.
- Trial court found an implied‑in‑fact contract binding Proctor for payment; Appellate Court affirmed; Connecticut Supreme Court granted certification and affirmed the Appellate Court.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Proctor manifested assent to an implied‑in‑fact contract to pay for electric service | CL&P: Proctor requested service, provided personal identifying information, accepted correspondence, inquired about bills, and thus objectively manifested assent to be responsible | Proctor: He never intended to be liable; he only loaned his name as a favor and did not authorize billing to him; CL&P deviated from its procedures | Held: Trial court’s finding of an implied‑in‑fact contract was not clearly erroneous — objective conduct supported assent |
| Whether failure to return written application / pay deposit or CL&P’s policy violations defeat contract formation | CL&P: Deposit/application not a condition precedent to service; services were provided and Proctor had notice and acted as account holder | Proctor: CL&P violated its own procedures and failed to give written notice of billing responsibility, undermining assent | Held: These facts did not defeat an implied‑in‑fact contract; Proctor’s calls and conduct provided actual notice of accruing bills |
| Whether subjective belief (no meeting of minds) prevents contract | CL&P: Objective theory of contracts controls; subjective intent irrelevant where words/acts reasonably manifest assent | Proctor: He subjectively did not intend to assume liability because he expected Chan to pay | Held: Subjective intent irrelevant; objective manifestations govern, and a reasonable person would have understood potential liability |
| Whether trial court’s factual findings were insufficient or clearly erroneous | CL&P: Records and testimony support findings; defendant failed to rebut or call Chan | Proctor: Court’s subordinate findings lack detail; evidence shows he disclaimed responsibility | Held: Appellate Court correctly applied clear‑error deference; findings supported and not clearly erroneous |
Key Cases Cited
- Simmons v. Simmons, 244 Conn. 158 (test for reviewing factual findings and implied contract principles)
- Janusauskas v. Fichman, 264 Conn. 796 (definition and limits of implied‑in‑fact contracts)
- Boland v. Catalano, 202 Conn. 333 (mode of manifesting assent; express vs implied contracts)
- Butler v. Solomon, 127 Conn. 613 (service request can constitute offer; implied contract by performance)
- Hydro‑Hercules Corp. v. Gary Excavating, Inc., 166 Conn. 647 (intent manifested by words and acts controls contract formation)
- Coehlo v. Posi‑Seal International, Inc., 208 Conn. 106 (implied contract depends on actual agreement)