144 Conn. App. 241
Conn. App. Ct.2013Background
- Homeowners (the Coutos) contracted with Joseph General Contracting, Inc. to build a primary house and a carriage house for $1,980,000; Silvestri was the owner of Joseph General and Landel Realty and participated heavily in negotiations and subsequent modifications.
- Zoning in the development restricted lots to single-family dwellings; Silvestri knew of that restriction but did not disclose it to the Coutos.
- Over time Silvestri personally negotiated oral modifications, signed escrow and permit agreements in his name, and pressured the Coutos to pay up front after failing to obtain bank financing.
- The Coutos paid about $880,000 and a construction loan; construction stalled when they refused an extra progress payment and Silvestri ceased work, filed a mechanic’s lien, and blocked access to the sewer line.
- A successor contractor found buried construction debris under the carriage-house area and numerous construction defects; a variance for a second dwelling was denied.
- Trial court found Joseph General, Landel, and Silvestri jointly and severally liable for breach of contract, breach of implied warranty, trespass, and CUTPA; Silvestri appeals only his personal liability findings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Personal liability for breach of contract | Coutos: Silvestri personally became a contracting party through his direct negotiations, signatures, and conduct | Silvestri: acted solely as corporate officer/agent; § 34-133 shields him from personal liability | Court: Not clearly erroneous to find Silvestri individually became a contracting party; personal liability upheld |
| Personal liability for breach of implied warranty | Coutos: warranty breach flowed from Silvestri’s personal role in the contract and performance | Silvestri: no separate analysis offered on appeal (argues corporate-only role) | Court: appellate challenge inadequately briefed; claim abandoned |
| Personal liability for trespass (buried debris) | Coutos: Silvestri caused or directed debris burial and blocked sewer access, causing damage | Silvestri: did not personally bury debris and acted for corporate defendants only | Court: evidence supports finding Silvestri personally caused/ordered the trespass; personal tort liability upheld |
| Personal liability under CUTPA | Coutos: Silvestri’s deceptive, coercive, and unfair acts (pressure to pay, misrepresentations, dumping debris, blocking sewer) were his individual misconduct | Silvestri: corporate officer immunity; absence of a fraud finding defeats CUTPA liability | Court: CUTPA liability may be based on his individual torts and conduct; personal CUTPA liability sustained |
Key Cases Cited
- Cadle Co. v. D’Addario, 268 Conn. 441 (trial court is sole arbiter of witness credibility)
- Stevenson Lumber Co.-Suffield, Inc. v. Chase Associates, Inc., 284 Conn. 205 (existence of contract is a question of fact)
- Sturm v. Harb Development, LLC, 298 Conn. 124 (LLC member immunity does not preclude individual common-law liability)
- Kilduff v. Adams, Inc., 219 Conn. 314 (corporate officer who commits a tort is personally liable)
- Ventres v. Goodspeed Airport, LLC, 275 Conn. 105 (officer personally liable for trespass ordered or directed by him without piercing corporate veil)
- Scribner v. O’Brien, Inc., 169 Conn. 389 (agent/officer personally liable when committing or participating in a tort)