194 Conn.App. 532
Conn. App. Ct.2019Background
- On July 26–27, 2010 the parties signed a handwritten memorandum (Exhibit 1) reflecting an agreement for Hastings to sell a parcel of his 196‑acre farm to T & M (via CEO Temkin) for residential development; Exhibit 1 listed price per lot, a $943,000 total figure, and a ‘‘right to back out.’'
- T & M retained engineer Edward Lally to prepare subdivision plans and obtain approvals; initial plans showed drainage extending onto land Hastings intended to keep. Hastings objected to drainage over retained land.
- Lally revised plans to redirect drainage to the Farmington River, which required additional approvals (Army Corps of Engineers, DEP). T & M paid a 10% deposit ($94,300) held in escrow; approvals were not secured and T & M refused to close; Hastings later let approvals lapse and returned the deposit.
- T & M sued (specific performance, breach of contract, unjust enrichment, promissory estoppel). The trial court found Exhibit 1 failed the statute of frauds, rejected part‑performance, found no unjust enrichment, and rejected promissory estoppel; judgment for Hastings.
- On appeal T & M argued (1) Exhibit 1 is enforceable (or parol/extrinsic evidence and part performance remove the statute of frauds bar), (2) Hastings was unjustly enriched by T & M’s work, and (3) promissory estoppel should apply. The Appellate Court affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability under statute of frauds | Exhibit 1, read with extrinsic evidence, identifies price/parties/subject sufficiently | Exhibit 1 lacks essential terms (no buyer/seller ID, no definite property description) | Exhibit 1 fails statute of frauds; unenforceable |
| Use of extrinsic/parol evidence to supply missing terms | Court should consider extrinsic evidence to resolve ambiguities and supply missing details | Parol evidence cannot be used to supply essential terms missing from the memorandum | Court correctly refused extrinsic evidence because Exhibit 1 lacked the essential terms required by the statute of frauds |
| Part performance estoppel | T & M’s expenditures and permit work removed the contract from statute of frauds | No meeting of the minds on essential terms; T & M’s work was a business risk, not unequivocal proof of contract | Part performance fails—acts do not unmistakably point to an enforceable contract; no meeting of minds |
| Unjust enrichment | Hastings benefitted from T & M’s $243k work; final plans and approvals materially reduced future cost/risk for Hastings | T & M failed to show Hastings received or retained a cognizable benefit or increase in value attributable to T & M | Claim fails—trial court found no credible evidence Hastings received benefit; findings not clearly erroneous |
| Promissory estoppel | A promise (Exhibit 1) induced T & M’s reliance and expense; equity requires enforcement | No clear, definite promise; reliance was on an ambiguous memorandum and voluntary business risk | Claim fails—no clear, definite promise reasonably expected to induce reliance; expenditures were a business risk rather than reliance on an enforceable promise |
Key Cases Cited
- Breen v. Phelps, 186 Conn. 86 (Conn. 1982) (statute of frauds requires memorandum that states essentials—parties, subject, terms—so contract can be known without parol proof)
- SS‑II, LLC v. Bridge Street Associates, 293 Conn. 287 (Conn. 2009) (part performance doctrine requires a meeting of the minds and acts unmistakably referable to the contract)
- Foley v. Huntington Co., 42 Conn. App. 712 (Conn. App. 1996) (extrinsic evidence may be used to interpret a valid written contract but not to supply missing essential terms)
- DeLuca v. C. W. Blakeslee & Sons, Inc., 174 Conn. 535 (Conn. 1978) (memorandum that names only an agent and not the seller fails statute of frauds)
- Montanaro Bros. Builders, Inc. v. Snow, 190 Conn. 481 (Conn. 1983) (no part performance relief where parties never agreed on essential terms)
- Levesque Builders, Inc. v. Hoerle, 49 Conn. App. 751 (Conn. App. 1998) (multiple writings may be read together to satisfy statute of frauds if together they supply essential terms)
- Stewart v. Cendant Mobility Servs. Corp., 267 Conn. 96 (Conn. 2003) (promissory estoppel requires a clear, definite promise that the promisor should reasonably expect to induce reliance)