317 Conn. 565
Conn.2015Background
- Silvestri, president/owner of Joseph General and Landel, was sued with the Coutos over construction of a home and carriage house and related agreements.
- Trial court found Silvestri personally liable on breach of contract and implied warranty, and CUTPA liability; Appellate Court affirmed; trial court entered damages around $573,659.
- Contractual documents showed Silvestri signed as Joseph General’s president; original construction contract did not name Silvestri individually; later writings showed Silvestri’s involvement but not as a party to the construction contract.
- Coutos paid $880,000 for lot 5 and construction; Silvestri allegedly misrepresented financing issues and interfered with access to sewers, among other acts.
- Appellate Court’s reasoning rested on a theory of ‘joint action’ and implied modification of the contract, which the Supreme Court rejected for liability on contract and implied warranty.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Silvestri incurred contractual obligations personally | Coutos: Silvestri joined contracts individually; acted as party to modified contract. | Silvestri: not a party to original construction contract; no valid modification to bind him personally. | Negative; Silvestri not personally liable on contract. |
| Whether Silvestri can be held personally liable under CUTPA | Coutos: Silvestri participated/control of unfair practices; liable individually. | Silvestri: corporate officer not liable absent piercing of corporate veil or direct participation. | Affirmed; Silvestri personally liable under CUTPA. |
Key Cases Cited
- Randolph Construction Co. v. Kings East Corp., 165 Conn. 269 (Conn. 1973) (contract existence is a fact question; interpretation is plenary when language is definite)
- Grote v. A. C. Hine Co., 148 Conn. 283 (Conn. 1961) (parol modification of written contract requires mutual assent)
- Three S. Development Co. v. Santore, 193 Conn. 174 (Conn. 1984) (mutual assent required to modify contract; contract as modified becomes new contract)
- Scribner v. O’Brien, Inc., 169 Conn. 389 (Conn. 1975) (an officer may be personally liable for torts committed while acting for principal)
- Naples v. Keystone Building & Development Corp., 295 Conn. 214 (Conn. 2010) (corporate veil/piercing not automatic; liability theories depend on control and involvement)
- Whitlock’s, Inc. v. Manley, 123 Conn. 434 (Conn. 1937) (agent acting on behalf of disclosed principal generally not personally liable absent circumstances)