157 Conn.App. 139
Conn. App. Ct.2015Background
- Coppola Construction contracted (through Signature Construction Services as agent) to perform site work and parking-lot construction for Hoffman Enterprises; the written contract set a $400,000 initial scope with provisions for written change orders and time/material pricing plus 20% fee when lump-sum pricing was not agreed.
- Signature’s agent, Saunders, issued six written change orders and authorized additional extra work (some without written change orders); Coppola completed most work and received $780,950 total from Hoffman by mid-November 2009 but still owed subcontractors ~$455,500.
- After Coppola’s counsel demanded payment (Nov. 17, 2009) and Coppola suspended work, Hoffman met with Coppola’s main subcontractor, Massey, then hired Massey to finish the job; Coppola did not return to work.
- Coppola filed a $1.4 million mechanic’s lien and sued Hoffman for breach of contract, quantum meruit, unjust enrichment, tortious interference, and CUTPA violations; Hoffman counterclaimed for breach of implied covenant, fraud, aiding and abetting, and CUTPA.
- Trial court found an enforceable contract, concluded the parties’ relationship effectively terminated (described as a "de facto" termination without proper notice), awarded Coppola damages on breach and unjust enrichment but reduced them by setoffs and awarded Hoffman damages and fees on counterclaims for abuse of process/CUTPA related to an excessive mechanic’s lien.
Issues
| Issue | Coppola's Argument | Hoffman’s Argument | Held |
|---|---|---|---|
| Whether court erred by treating dispute as contract termination for convenience (and applying that measure of damages) rather than as defendant breach/repudiation allowing expectation damages | Court should have treated Hoffman's conduct as breach/repudiation; Coppola entitled to expectation damages including lost profits | Court characterized the situation as a "de facto" termination with shared fault; measured damages under termination-for-convenience formula | Appellate court held the trial court improperly characterized the action as a termination; Hoffman breached by effectively terminating without required notice — remanded for limited damages hearing to compute expectation damages for original contract work |
| Proper valuation and setoff for sixth change order (paving) | Coppola argued it had no further claim for the $39,000 balance but was entitled to keep the $150,000 paid for upper lot | Hoffman argued it overpaid Coppola and sought setoff based on subcontractor costs | Court miscalculated setoff; on remand appellate court directed reduction of Hoffman's setoff (defendant overpaid by $9,897 rather than $29,455.80) and concluded no additional compensatory damages for Coppola on that change order |
| Whether Saunders’ oral approvals (agent) bound Hoffman for extra work not in writing | Coppola: Saunders (construction manager/agent) orally authorized extra work; Hoffman is bound despite integration/ written-change requirement | Hoffman: written-change requirement controls; no waiver | Issue inadequately briefed by Coppola on appeal — appellate court declined to review (claim deemed abandoned) |
| Whether filing an excessive mechanic’s lien supported Hoffman’s counterclaims (abuse of process, CUTPA, breach of implied covenant) | Coppola: mechanic’s lien statutes protect lienors; overstating amount alone insufficient for abuse of process/CUTPA; remedies are statutory reduction/bond | Hoffman: Coppola knowingly filed a manifestly excessive lien to pressure payment; incurred ascertainable losses defending it | Appellate court affirmed trial court: record supported findings that Coppola knowingly filed an excessive lien primarily to coerce payment; Hoffman proved ascertainable loss — awards for costs and CUTPA fees upheld |
Key Cases Cited
- United Technologies Corp. v. Groppo, 238 Conn. 761 (Connecticut Supreme Court) (standard of appellate review for mixed fact–law issues)
- Argentinis v. Gould, 219 Conn. 151 (Connecticut Supreme Court) (substantial performance doctrine and damages for contractor)
- Naples v. Keystone Building & Development Corp., 295 Conn. 214 (Connecticut Supreme Court) (plaintiff’s burden to prove damages with a fair and reasonable estimate)
- Silliman Co. v. S. Ippolito & Sons, Inc., 1 Conn. App. 72 (Connecticut Appellate Court) (failure to make progress payments can be a material breach in construction contracts)
- Suffield Development Associates Ltd. Partnership v. National Loan Investors, L.P., 260 Conn. 766 (Connecticut Supreme Court) (elements and gravamen of abuse of process)