Suntech of Connecticut, Inc. v. Lawrence Brunoli, Inc.
143 Conn. App. 581
| Conn. App. Ct. | 2013Background
- Brunoli was the general contractor on Bradley Airport Terminal A renovations; Suntech subcontracted to fabricate and install a large glazed curtain wall.
- Department plans contained a height discrepancy; Suntech revised shop drawings and required increased mullion reinforcement and changed deflection criteria, increasing cost and weight.
- Suntech submitted revised cost estimates; Brunoli approved two change orders totaling $110,000 but the Department rejected Suntech’s change-order claim. Brunoli issued an internal change order authorizing $110,440 to Suntech and later pursued the claim with the Department, which again denied it.
- Suntech sued Brunoli (breach of contract, unjust enrichment, delay, § 49-41a) and Safeco (payment bond § 49-42). Trial court found for defendants; Suntech appealed.
- The subcontract incorporated DOT Form 816, which vested the Department’s engineer with authority to review and approve work and to estimate and approve payments; the subcontract contained a “pay-when-paid” clause and a waiver (paragraph V) barring delay claims against Brunoli unless the Owner accepted responsibility and paid.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did Brunoli breach the subcontract by failing to pay Suntech for approved work/change orders? | Suntech: "pay-when-paid" clause only fixes timing; Brunoli still liable for unpaid work once accepted/completed. | Brunoli: payments and final approval were controlled by DOT engineer under Form 816; Brunoli transmitted requisitions and could only pay after Owner paid. | Held: No breach. DOT engineer had authority to approve payments; Suntech waived delay claims unless Owner accepted responsibility; no proof Brunoli withheld funds paid by Owner. |
| Are delay/extra-cost claims recoverable from Brunoli despite defective owner plans (Spearin)? | Suntech: Spearin doctrine shields subcontractor from costs caused by defective owner plans; Brunoli should be liable. | Brunoli: subcontract paragraph V waived Suntech’s right to assess delay damages against Brunoli absent Owner acceptance/payment. | Held: Paragraph V bars Suntech from recovering delay damages from Brunoli because the Owner did not accept responsibility. |
| Did Brunoli’s submission of a §4-61 notice to the Department constitute admission of liability to Suntech? | Suntech: Brunoli’s filing treated the claim as its own and effectively assumed liability. | Brunoli: Filing a notice of claim does not admit liability; it may reflect a disputed claim. | Held: Filing the §4-61 notice alone is not an admission of liability; contractual waiver still controls. |
| Did Safeco (payment bond issuer) violate §49-42 by failing to pay Suntech? | Suntech: Safeco liable under bond because Suntech was not fully paid within 60 days for work performed. | Safeco: §49-42 is triggered only where the general contractor received Owner funds and failed to pay subcontractor; no such payment to Brunoli was proved. | Held: No violation. Suntech failed to show Brunoli received Owner funds earmarked for Suntech or otherwise breached payment terms that would trigger the bond. |
Key Cases Cited
- United States v. Spearin, 248 U.S. 132 (S.Ct.) (owner-supplied defective plans can shift liability away from contractor)
- Peabody, N.E., Inc. v. Federal Deposit Ins. Corp., 239 Conn. 93 (Conn.) (limitations on bringing indirect claims against the state; §4-61 and contingent claims)
- Blakeslee Arpaia Chapman, Inc. v. El Constructors, Inc., 239 Conn. 708 (Conn.) (discussion of pay-when-paid clauses; court did not decide enforceability in that case)
- DeCarlo & Doll, Inc. v. Dilozir, 45 Conn. App. 633 (Conn. App.) (payment timing clause construed as date of payment, not condition precedent, where defendant controlled the condition)
- FCM Group, Inc. v. Miller, 300 Conn. 774 (Conn.) (principles of contract interpretation: unambiguous terms enforced according to their plain meaning)
- Southern New England Contracting Co. v. State, 165 Conn. 644 (Conn.) (contractor not liable for losses from defective plans supplied by the state)