Shelton v. Olowosoyo
10 A.3d 45
| Conn. App. Ct. | 2010Background
- In 2003–2004, Sheltons planned to renovate and rebuild their Westport home, entering a fixed-price, at-cost contract with Olowosoyo/Starlight for $450,000 (including labor and materials but excluding kitchen, driveway, and architectural fees).
- Contract originally estimated completion in four months with a detailed payment schedule: $150,000 retainer, $150,000 at framing, $75,000 at drywall, $75,000 at completion.
- The Shelton loan draw schedule conflicted with the contract terms; the first payment was $90,000 (then $112,000 draw) and the defendants accepted nonconforming payments and continued work.
- Westport issued a cease-and-desist in December 2004 for permit issues; a building permit was not issued until January 28, 2005.
- In 2005–2006, the defendants produced multiple amended completion dates (Aug 2, 2005; Dec 31, 2005; May 31, 2006) and the Shelt ons refinanced to provide funds, paying a total of $252,065 by mid-2005; work continued only intermittently.
- The plaintiffs terminated the contract unilaterally on July 12, 2006; Shoreline Builders completed weatherproofing; the property later sold for $700,000; plaintiffs filed suit seeking contract, CUTPA, veil-piercing, conversion, and unjust enrichment claims; the court ruled that payment terms were modified and completion dates waived, awarding no relief on claims or counterclaims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the contract's payment terms were modified by the parties' conduct | Sheltons contend loan draw schedule modified payment terms | Olowosoyo contends original payment terms controlled | Yes; modification supported by conduct and mutual assent |
| Whether completion date provisions were waived | Sheltons claim waivers did not apply | Olowosoyo argues no waiver | Yes; waiver established by continued work and payment deviations |
| Whether plaintiffs were entitled to damages for breach | Sheltons seeking damages for delays | Olowosoyo asserts no breach due to waiver | No damages; waiver of completion dates foreclosed breach damages |
| Whether the defendants were unjustly enriched | Sheltons paid $229,800; seek $99,750 unjust enrichment | Defendants claim lack of cost records precludes recovery | Not proven; record lacked cost data; no unjust enrichment award |
Key Cases Cited
- Blacker v. Crapo, 112 Conn.App. 795 (2009) (clear error standard for trial-fact findings; credibility of witnesses; review limited to record)
- Tsionis v. Martens, 116 Conn. App. 568 (2009) (modification of contracts may be inferred from conduct; mutual assent)
- Banks Building, Co., LLC v. Malanga Family Real Estate Holding, LLC, 102 Conn.App. 231 (2007) (waiver of contractual completion dates may be inferred from ongoing performance)
- Breen v. Judge, 124 Conn.App. 147 (2010) (unjust enrichment requires proof of benefit, detriment, and unjust retention; cost-records not provided)