322 Conn. 541
Conn.2016Background
- Western Dermatology, a New Mexico clinic, purchased practice-management/EHR software from VitalWorks (Connecticut HQ) after demos in CA and NM; contract contained a Connecticut choice-of-law/forum clause limited to contract interpretation.
- After installation in New Mexico the software allegedly failed to perform as represented; plaintiff sued VitalWorks and successor Cerner in Connecticut asserting breach of contract, warranty, fraud, negligent misrepresentation, unjust enrichment, and a CUTPA claim.
- Trial court found CUTPA and other claims for plaintiff (awarding substantial damages and attorney’s fees); defendants moved to reargue asserting choice-of-law and other defenses.
- Appellate Court reversed on CUTPA grounds, holding CUTPA did not apply because the trade/commerce occurred outside Connecticut and that New Mexico law governed under the Restatement (Second) most-significant-relationship test.
- Connecticut Supreme Court affirmed that New Mexico law governs the CUTPA/tort claim, found an outcome-determinative conflict (New Mexico requires scienter), held appeal not moot, and remanded for a new trial to apply New Mexico law to the unfair trade practices claim.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Choice of law for unfair trade practices claim | Connecticut law (CUTPA) governs; defendants waived choice-of-law defense by not proving an outcome-determinative conflict at trial | New Mexico law governs under Restatement §§6 & 145 because most significant contacts are with NM | Held: New Mexico law governs; Appellate Court correct; remand for new trial under NM law |
| Whether CUTPA applies because trade/commerce occurred in CT | CUTPA applies despite many contacts in NM; trial court applied CT law | The acts underpinning the claim occurred outside CT so CUTPA doesn’t apply | Held: Appellate Court correctly concluded CUTPA did not govern the tort claim given contacts; CT interest insufficient compared to NM |
| Mootness of CUTPA claim after reversal of other counts | Plaintiff: not moot because CUTPA allegation rested on multiple factual bases independent of reversed counts | Defendants: moot because Appellate Court reversed other substantive bases for CUTPA relief | Held: Not moot — appellate reversals were on legal grounds (notice/merger), not necessarily negating factual predicates for CUTPA |
| Remedy after incorrect choice-of-law | Plaintiff: trial victory should stand | Defendants: affirmance for them | Held: Because parties litigated under CT law and defendants urged NM law only post-trial, fairness requires remand for new trial applying NM law rather than entry of judgment for defendants |
Key Cases Cited
- Jaiguay v. Vasquez, 287 Conn. 323 (adopts Restatement (Second) most-significant-relationship test for torts)
- O'Connor v. O'Connor, 201 Conn. 632 (explains Restatement §§6 and 145 factors for choice of law)
- McDermott v. State, 316 Conn. 601 (new trial generally required when incorrect legal standard applied)
- Reichhold Chemicals, Inc. v. Hartford Accident & Indemnity Co., 243 Conn. 401 (remand for new trial where incorrect state law applied)
- Gomes v. Commercial Union Ins. Co., 258 Conn. 603 (CUTPA claim fails when underlying predicate tort is not legally actionable)
- Web Press Services Corp. v. New London Motors, Inc., 203 Conn. 342 (knowledge of falsity need not be proven under CUTPA)