Willamette Management Associates, Inc. v. Palczynski
134 Conn. App. 58
| Conn. App. Ct. | 2012Background
- Willamette sued Palczynski for breach of two contracts: Jan 27, 2005 first agreement and July 31, 2007 second agreement; plaintiff performed, defendant failed to pay.
- Second agreement reduced the total amount due but required continued performance of the same work; defendant never paid under it.
- Writ of summons had an erroneous June 10, 2007 return date, later amended to June 3, 2008; plaintiff amended process per court order.
- Defendant defaulted, later appeared and answered; issues of repleading and damages hearing arose after the writ amendment.
- Hearing in damages occurred; court found the first agreement controlled and awarded damages; defendant challenged pleading remedies and the second agreement’s enforceability.
- Court treated the scrivener’s error as curable by amendment under § 52-72 and did not allow defendant to replead after amended complaint.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether amendment to correct the return date allowed repleading | Amendment corrected a procedural defect; no prejudice to Palczynski | Defendant should be able to plead to the amended complaint per Coppola | Yes; court properly denied repleading and treated defect as curable |
| Whether second agreement is enforceable as a substitute contract requiring consideration | First agreement remained in effect; second lacked consideration | Second agreement superseded first and was intended to be controlling | Unenforceable due to lack of consideration (and breach by Palczynski also defeats enforcement) |
| Whether second agreement constitutes a novation/substitute contract that supersedes the first | Second agreement cannot be enforced without valid consideration | Second agreement was intended to replace the first despite lack of consideration | Not enforceable as substitute contract; lack of consideration defeats enforceability |
Key Cases Cited
- Coppola v. Coppola, 243 Conn. 657 (1998) (remedial § 52-72 amendment to correct process; dismissal improper where no prejudice)
- Concept Associates, Ltd. v. Board of Tax Review, 229 Conn. 618 (1994) (amendment to correct return date proper despite passed return date)
- Mazulis v. Zeldner, 116 Conn. 314 (1933) (amendment to pleadings where no substantial change in action permitted)
- Richards v. Trudeau, 54 Conn.App. 859 (1999) (court may deny amended pleadings when no prejudice and no change in cause of action)
- Blakeslee v. Board of Water Commissioners, 106 Conn. 642 (1927) (preexisting duty rule; unforeseen burdens may provide consideration exception)
- Brian Construction & Development Co. v. Brighenti, 176 Conn. 162 (1978) (substituted contract/dream of consideration when burdens unforeseen; not here)
- Jackson v. Water Pollution Control Authority, 278 Conn. 692 (2006) (consideration required; promise to perform existing duty not enforceable)
- Saye v. Howe, 92 Conn.App. 638 (2005) (promissory estoppel as alternative basis for enforcement)