Downing v. Dragone
184 Conn. App. 565
Conn. App. Ct.2018Background
- Downing, a professional auctioneer, was asked to serve as auction consultant for Dragone Classic Motorcars’ inaugural classic-car auction in May 2012 and drafted a February 2, 2012 unsigned written agreement calling for 1% of gross proceeds (minimum $30,000) plus expenses.
- Parties met January 26, 2012 to discuss compensation; Dragone management (Emmanuel) testified they believed Downing quoted a $2,500 day fee, while Downing testified she required 1% of gross with a $30,000 minimum because she would also set up the auction.
- The auction (held May 2012) produced roughly $4.1 million in gross sales; Downing spent substantial time preparing (~420 hours) and performed at the auction.
- Downing sought payment; the company’s financial manager prepared a check for ~$3,800 (allegedly $2,500 plus expenses) which was never cashed; Downing sued for breach of contract and unjust enrichment in June 2013.
- The trial court found an implied-in-fact contract and awarded Downing 1% of gross proceeds ($41,000), reasoning Emmanuel had the unsigned contract on his desk and was charged with its contents because he did not read it until months after the auction.
- On appeal the defendant challenged the trial court’s reliance on a factual finding that Emmanuel had the contract on his desk but did not read it until four months after the auction; the Appellate Court found no evidence supporting that specific testimony and ordered a new trial on the breach of contract count.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence/terms of enforceable contract for 1% of gross | Downing: parties agreed to 1% of gross (written draft reflected agreement); she performed and is owed that compensation | Dragone: no mutual assent to that term; believed only a $2,500 day fee applied; trial findings rely on erroneous facts | Reversed in part: trial court relied on a clearly erroneous factual finding (that Emmanuel testified he had the contract on his desk but did not read it until four months after the auction); remanded for new trial on breach of contract count |
| Imputation of contract knowledge to Emmanuel | Downing: leaving the unsigned document on Emmanuel’s desk and his possession justified imputing its terms | Dragone: Emmanuel did not testify to having the document before the auction; trial court misattributed testimony | Held: trial court substantially relied on an unsupported finding that Emmanuel had the document on his desk pre-auction and failed to read it; that error undermines the judgment |
| Whether unjust enrichment could alternatively support recovery | Downing: implied-in-law recovery if contract claim failed | Dragone: court found unjust enrichment not proved (plaintiff failed to establish value) | Trial court ruled for defendant on unjust enrichment; Appellate Court did not disturb that part and remanded only the breach claim |
| Whether alternative grounds (express contract) could sustain judgment | Downing: urged affirmance on express contract theory | Dragone: contested contract formation and terms | Held: Appellate Court will not find facts in first instance; cannot affirm on an express-contract ground absent trial factfinding — remand required |
Key Cases Cited
- LeBlanc v. New England Raceway, LLC, 116 Conn. App. 267 (factual findings review standard and harmless-error analysis)
- Connecticut Light & Power Co. v. Proctor, 324 Conn. 245 (deference to trial court credibility and factual findings principles)
- Sandella v. Dick Corp., 53 Conn. App. 213 (possession of unsigned document may support inference of implied acceptance)
- DiNapoli v. Doudera, 28 Conn. App. 108 (new hearing required where judgment substantially based on clearly erroneous factual findings)
- Vertex, Inc. v. Waterbury, 278 Conn. 557 (distinction between implied-in-fact and implied-in-law contracts; unjust enrichment principles)
- Stewart v. King, 121 Conn. App. 64 (role of trial court credibility determinations)
- Cruz v. Visual Perceptions, LLC, 311 Conn. 93 (appellate courts may not find facts in the first instance)
- Positive Impact Corp. v. Indotronix International Corp., 96 Conn. App. 361 (existence of contract is a question of fact)