FCM Group, Inc. v. Miller, 17 A.3d 40

Background

The FCM Group, Inc. contracted with Jeffrey Miller to construct a 5000 square foot Greenwich home; Cheryl Miller was not a party or signatory to the contract but lived on the property.
The contract allowed owner-initiated changes and provided for time and cost adjustments via written change orders; several changes increased the price to $803,090.98 and extended the schedule by 86 days.
Disputes arose over final payment, punch list completion, and a contention that Cheryl Miller as equitable owner could be liable for breach of contract.
Plaintiff recorded two mechanic's liens: $30,761.98 (contract balance) and $343,351.47 (delay damages); the latter was later attacked as invalid.
After delays, the trial court awarded damages to the plaintiff for delay and lost profits but foreclosed the contract balance lien and denied some requested attorney’s fees; the defendants appealed and plaintiff Mercede cross-appealed.
The Supreme Court reversed in part, holding Cheryl Miller cannot be held liable as a nonparty, vacated the contract-balance award, and remanded for attorney’s fees under § 49-8(c) related to the invalid lien.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Can Cheryl Miller be held liable on the contract?	Cheryl Miller was an equitable owner who participated in project control and thus bound by the contract.	Only signatories bound by the contract can be liable; Cheryl Miller was not a party or titleholder.	Cheryl Miller cannot be held liable; not a party to the contract.
Whether the contract balance award was proper when breached?	Plaintiff proved a remaining balance due despite substantial completion; delay and deviation arguments support recovery.	Plaintiff failed to prove it furnished materials/services for the balance; damages limited to actual loss.	The contract balance award was improper; plaintiff did not prove entitlement to that balance.
Whether delay damages for changes and wetlands delays were recoverable under the contract?	Article 12 allowed delay costs for owner-caused delays, including change orders and wetlands delays.	Delays outside owner-initiated work are governed by time extensions, not monetary damages.	Delay damages for change orders and wetlands delays were not recoverable; exclusive remedy is extended time under the contract.
Validity of the $343,351.47 lien and related damages/fees?	Lien is valid to secure delay damages; foreclosure should stand as to that lien.	Lien exceeds balance due; lien invalid under § 49-36 and § 49-33; defendants entitled to damages.	Lien invalid; damages awarded under § 49-8(c) related to that lien must be addressed; foreclosure of the lien was improper.
Attorney's fees under § 49-8(c) for invalidating the lien?	FCM is entitled to attorney's fees as prevailing party on § 49-8(c) issues.	Fees were not properly awarded because the lien was invalid and no foreclosure occurred.	Remand to determine reasonable attorney's fees under § 49-8(c) for the invalidation of the lien.

Key Cases Cited

Centerbrook Architects & Planners v. Laurel Nursing Services, Inc., 224 Conn. 580 (1993) (limits on equitable ownership for mechanic's lien to pre-title-transfer improvements)
Sekeret v. Zdanis, 2001 WL 477433 (Superior Court, 2001) (beneficial ownership not binding contract when not a party)
Hees v. Burke Construction, Inc., 290 Conn. 1 (2009) (damages for breach limited to actual loss; burden on plaintiff to prove damages with certainty)
Burgess Construction Co. v. M. Morrin & Son Co., 526 F.2d 108 (10th Cir. 1975) (exclusive remedy of time extension for contractor delays when contract provides for it)
United States ex rel. Straus Systems, Inc. v. Associated Indemnity Co., 969 F.2d 83 (5th Cir. 1992) (extension-of-time clause as exclusive remedy for delays)
Hope v. Cavallo, 163 Conn. 576 (1972) (equitable ownership and related concepts discussed in context of property interests)
Mozeleski v. Thomas, 76 Conn.App. 287 (2003) (ownership status and liability considerations for nonparty interests)