CIVIC MIND, LLC v. CITY OF HARTFORD ET AL.
AC 46508
Moll, Westbrook and DiPentima, Js.
December 17, 2024
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The plaintiff appealed from the trial court‘s judgment dismissing its action against nineteen defendants concerning the defendant city‘s allegedly fraudulent solicitation of bids for the redevelopment of a stadium. The plaintiff claimed, inter alia, that the court improperly determined that it lacked standing to pursue its claims. Held:
The trial court properly dismissed the plaintiff‘s claims seeking injunctive and declaratory relief for lack of standing because the court correctly determined that the request for proposals issued by the defendant city in connection with the redevelopment project was not governed by the competitive bidding requirements of the applicable statute (
The trial court properly dismissed the plaintiff‘s claims seeking monetary damages against the defendants other than the city because the root issue of those claims was that the plaintiff had participated in the request for proposals and was not awarded a contract, and the rejection of its proposal did not establish standing for the plaintiff to seek judicial intervention.
Argued May 28—officially released December 17, 2024
Procedural History
Action to recover damages for, inter alia, fraud, and for other relief, brought to the Superior Court in the judicial district of Hartford and transferred to the Complex Litigation Docket, where the court, Farley, J., granted the defendants’ motions to dismiss and rendered judgment thereon, from which the plaintiff appealed to this court. Affirmed.
Patrick Tomasiewicz, with whom, on the brief, was Gregory A. Jones, for the appellant (plaintiff).
David R. Roth, for the appellees (defendant city of Hartford et al.).
Cathleen A. Giannetta, with whom, on the brief, were Molly M. Wilcox and Michelle Arbitrio, for the appellees
Richard F. Wareing, with whom, on the brief, was Anthony J. Natale, for the appellees (defendant Hartford Sports Group, LLC, et al.).
Donna L. Cook, with whom, on the brief, was Alessandro J. Angelori, for the appellee (defendant Michael Freimuth).
Opinion
MOLL, J. In this action concerning the redevelopment of Dillon Stadium (stadium)1 in Hartford, the plaintiff, Civic Mind, LLC, appeals from the judgment of the trial court dismissing its complaint against the nineteen defendants, including the city of Hartford (city) and the Capital Region Development Authority (CRDA).2 On appeal, the plaintiff claims that the court improperly granted motions to dismiss filed by the defendants on the ground that the plaintiff lacked standing to pursue its claims against the defendants. We disagree and, accordingly, affirm the judgment of the trial court.
The following facts, as alleged in the plaintiff‘s complaint or as established by uncontested evidence submitted in connection with the defendants’ motions to dismiss, and procedural history are relevant to our resolution of this appeal. In 2012, the city began efforts to revitalize the stadium, which was built in 1935 and had fallen into a state of disrepair. In 2013, after soliciting bids, the city selected the plaintiff as its “preferred
In November, 2014, Clynch retained Hinckley, Allen & Snyder, LLP (Hinckley Allen), as legal counsel, and, shortly thereafter, the plaintiff filed an action against, inter alia, the city and PSMG (2014 action). See Civic Mind, LLC v. Hartford, Superior Court, judicial district of Hartford, Complex Litigation Docket, Docket No. CV-14-6055838-S. Shortly after the commencement of the 2014 action, Luke Bronin became a partner at Hinckley Allen and announced his candidacy for the mayorship of the city. In July, 2015, Bronin invited Clynch to his home to discuss (1) the 2014 action, (2) an ongoing investigation by the Federal Bureau of Investigation into the city‘s alleged solicitation and fraud, (3) the city officials who were involved in the scheme, and (4) Clynch‘s plans for the stadium, including securing professional soccer franchises. Thereafter, concerned with the firm‘s potential conflicts of interest, Clynch terminated Hinckley Allen as legal counsel. In January, 2016, Bronin began his tenure as the city‘s mayor.3
On August 9, 2017, Michael Freimuth, CRDA‘s executive director, offered the Bronin administration CRDA‘s help “to develop a plan to repair/upgrade and [reuse the stadium].” On August 22, 2017, Bronin accepted CRDA‘s offer.
On September 15, 2017, on behalf of the city, CRDA issued a request for proposals (RFP), the stated purpose of which was to “[seek] proposals from individuals, firms and/or organizations authorized to do business in the [s]tate of Connecticut who are interested in using, redeveloping and operating [the stadium] and potentially securing a professional sports team for that facility.” The ICON report was not made available to the public in connection with the RFP.
The RFP expressly delineated five project goals: (1) “[s]ecur[ing] greater uses of [the stadium] with a strong preference for a professional sports team“; (2) “[p]rovid[ing] for the upgrade and repair of the [s]tadium,” accompanied by a nonexhaustive list of renovations required to the existing facilities; (3) “[e]stablish[ing]
In addition, the RFP set forth several submission requirements, which instructed respondents to provide, inter alia, (1) a description of proposed use(s) for the stadium, along with any attendant business and marketing plans, (2) a budget and a description of necessary capital improvements, along with the sources of funding for such improvements, and (3) a plan to manage and to operate the stadium, along with proposed operating proforma reflecting annual revenues and expenses. The RFP also set forth various general conditions, including: “7. Issuance of [the] RFP does not obligate CRDA or the [c]ity to undertake any action. [The] RFP does not commit CRDA or the [c]ity to award a contract. CRDA reserves the right to use submissions as a basis for negotiation with one or more respondents and/or with parties other than those responding to [the] RFP and/or terms other than those set forth herein. CRDA reserves the right to waive compliance with and/or change any terms of [the] RFP.”
On September 14, 2017, Kimberly Hart, a CRDA board member and CRDA‘s venue director, emailed Clynch to notify him of the forthcoming RFP. By the October 13, 2017 deadline specified in the RFP, CRDA received RFP submissions from the plaintiff, HSG, and a third respondent. HSG‘s submission proposed an investment
On December 1, 2017, Freimuth mailed Bronin a letter accompanied by a memorandum outlining CRDA‘s recommendations regarding the stadium. Following its review of the three RFP submissions, and notwithstanding certain concerns, “particularly the scope of capital improvements and [the] level of public funding required,” CRDA recommended that the city pursue an agreement with HSG to redevelop the stadium, as it “believe[d] the proposal offered by [HSG] represent[ed] the strongest plan moving forward.” In contrast, CRDA determined that the plaintiff‘s RFP submission was, “in essence, a planning proposal that would utilize the expertise of a nationally known sports facility planner, but it [was] otherwise [nonresponsive] to the RFP . . . .” On December 14, 2017, the city accepted CRDA‘s recommendation, whereupon the city, CRDA, and HSG entered into negotiations.
In February, 2018, while negotiations among the city, CRDA, and HSG were ongoing, CRDA secured $10 million in funding for the stadium project from the State Bond Commission (commission), which funding was contingent on a signed agreement with a professional
On June 8, 2018, the city and CRDA executed a license agreement (2018 license agreement). Pursuant to the 2018 license agreement, the city granted CRDA and its agents “a license and right of access to the [stadium] for the purpose of constructing and operating the New Dillon Stadium5 and activities related thereto.” (Footnote added.) The 2018 license agreement further provided, inter alia, that CRDA‘s agents “shall have the right and license to use New Dillon Stadium for the presentation of professional soccer and lacrosse as well as various community events and uses as provided in [a] [s]tadium [u]se [a]greement to be entered into by and among the [city, CRDA, and Hartford Athletic, LLC]
In July, 2018, notwithstanding the lack of an agreement with a professional soccer team in place, CRDA began spending some of the $10 million in funds awarded to it by the commission on the reconstruction of the stadium, with CRDA expending $4,039,356 between July, 2018, and February 24, 2019. During this period, HSG and its owners, Mandell, Joseph Calafiore, and Scott Schooley, contributed approximately $2.3 million toward the redevelopment of the stadium.6
On November 7, 2018, Mandell filed a self-reported complaint with the State Elections Enforcement Commission (SEEC) to report political contributions made by himself and by members of his family in the late summer and early fall of 2018. The complaint represented that Mandell, along with Calafiore and Schooley, had entered into an agreement with the city “to bring a professional soccer team to play at a municipal stadium” and that the city, CRDA, and HSG had entered into a stadium use agreement.7
On February 13, 2019, Bronin presented the council with a resolution to authorize the city to amend (1) the 2018 license agreement between the city and CRDA, and (2) “terms in a [s]tadium [u]se [a]greement . . . for the operation and use of [the stadium] by . . . Hartford Athletic, LLC . . . .” Bronin represented to the council that, “[i]n April 2018, [the council] authorized the [c]ity to enter into [the 2018] [l]icense [a]greement with CRDA
On February 25, 2019, the city and Hartford Athletic, LLC, executed a stadium use agreement (2019 stadium use agreement), which “set forth the detailed terms and conditions pursuant to which (i) [Hartford Athletic, LLC] will use the [s]tadium in accordance with the terms [thereof] and will play Club Home Games (as defined [therein]) at the [s]tadium, (ii) [Hartford Athletic, LLC]
According to CRDA and the city, the redevelopment of the stadium was completed in July, 2019.9 The Hartford Athletic began playing its home games at the stadium on July 13, 2019.
On August 9, 2019, the State Contracting Standards Board (board) “form[ed] a working group to examine the procurement processes for the renovation of [the stadium],” which action was prompted by (1) a report by the State Auditors of Public Accounts, issued in 2019 (2019 SAPA report), regarding the expenditure of public funds on the stadium project, which report found that CRDA improperly had spent approximately $4 million of the funds awarded to it by the commission without satisfying the attendant requirement that an executed agreement with a professional soccer team be in place, (2) two contests filed with the board by Clynch on behalf of the plaintiff in 2018 regarding the RFP and
In 2020, the board issued its final report on the stadium (2020 final report). The board labeled the RFP and the “convoluted procurement process” as a “charade,” questioning why the city pursued the RFP and the procurement process rather than, from the outset, licensing the use of the stadium to HSG and authorizing CRDA to renovate and to redevelop the stadium and its surrounding area, which, as the board found, “[i]n the end . . . is what actually occurred . . . .” The board found that on April 2, 2018, CRDA issued a construction management RFP to develop the stadium, with a nonparty named “Newfield Construction” being awarded the contract on June 1, 2018. The board also concluded that the RFP was deficient in a number of ways, including that it failed to disclose the estimated costs to all of the respondents, and provided recommendations to CRDA to ensure that future procurements provided all bidders or proposers with a “level playing field.” In addition, the board concluded that, “[f]ollowing the RFP and recommendation of HSG by CRDA to the [c]ity, the [c]ity effectively abandoned the RFP by substantially changing the construct of the . . . RFP” without providing notification that it had abandoned the RFP process.
On January 31, 2022, the plaintiff commenced the present action. The first three counts of the plaintiff‘s fifty-six count complaint were directed to the city. In count one, the plaintiff asserted that the city violated the competitive bidding requirements of
Count two of the complaint sounded in breach of contract. The plaintiff alleged that (1) the city invited the plaintiff to submit a bid in reliance on the city‘s representations that “it would follow the RFP process under the Connecticut General Statutes and/or the [code] and proceed in a fair and equitable manner,” (2) the plaintiff submitted a bid in reliance upon the city‘s representations, thereby entering into a contract with the city pursuant to which (a) the plaintiff and the city would “follow the bidding requirements” and (b) the city “would proceed in a fair and equitable manner in effectuating the bidding statutes and/or ordinances,”
In count four of the complaint, the plaintiff asserted a claim of fraud against CRDA. The plaintiff alleged that, notwithstanding CRDA‘s representation “to the public and all bidders that it would follow the RFP process under the Connecticut General Statutes and proceed in a fair and equitable manner,” CRDA conspired with the city, HSG, and others to award the contract to remodel and to develop the stadium to HSG and its owners notwithstanding the merits of the plaintiff‘s bid, which, by law, should have been the successful bid, thereby demonstrating fraud and favoritism. Additionally, the plaintiff alleged that “CRDA‘s misrepresentations were intended to encourage other parties to submit bids for the purpose of validating its sham RFP process.”
The remaining fifty-two counts of the plaintiff‘s complaint asserted claims of (1) conspiracy to commit fraud, (2) tortious interference with a business expectancy, (3) conspiracy to commit tortious interference with a business expectancy, and (4) violations of the Connecticut Unfair Trade Practices Act (CUTPA),
In addition, in support of each count of its complaint, the plaintiff alleged that the defendants’ misconduct
On May 23, 2022, motions to dismiss the plaintiff‘s complaint, accompanied by memoranda of law and exhibits, were filed by, respectively, (1) the city, Bronin, Sean Fitzpatrick, Glendowlyn Thames, and Julio Concepcion (collectively, city defendants),11 (2) CRDA, Hart, Andy Bessette, Suzanne Hopgood, Anthony Lazzaro, David Jorgensen, Michael Matteo, and Marcia Leclerc (collectively, CRDA defendants),12 (3) HSG, Mandell, Calafiore, Schooley, and Data-Mail, Inc. (collectively, HSG defendants),13 and (4) Freimuth.14 The
defendants collectively claimed that the trial court lacked subject matter jurisdiction over the present action on the ground that the plaintiff did not have standing to raise claims concerning the award of a contract pursuant to the RFP because it had no legal or equitable right in any such contract. Insofar as the plaintiff sought money damages in connection with its remaining claims, the defendants further collectively asserted that the plaintiff lacked standing to claim such damages.15 On July 7, 2022, the plaintiff filed memoranda of law in opposition to the defendants’ respective motions to dismiss, along with appended exhibits, and, on July 29, 2022, reply briefs were filed by, respectively, the city defendants, the CRDA defendants, the HSG defendants, and Freimuth.
On August 31, 2022, the court, Farley, J., heard argument on the motions to dismiss. On December 7, 2022, the court ordered the parties to file simultaneous supplemental briefs to address further the applicability of the code to the RFP, which supplemental briefs were filed on January 6, 2023.
On May 4, 2023, the court issued a memorandum of decision granting the defendants’ respective motions to dismiss on the ground that the plaintiff lacked standing. The court first concluded that, insofar as the plaintiff was seeking declaratory and injunctive relief, the plaintiff lacked standing because, as the defendants argued, its claims “rest[ed] upon the core allegation that it participated in a government procurement process and was not awarded a contract.” Quoting Ardmare Construction Co. v. Freedman, 191 Conn. 497, 502, 467 A.2d
On appeal, the plaintiff asserts that the court improp-erly concluded that it lacked standing to bring its claims
Before addressing the merits of the plaintiff‘s claims, we set forth the governing standard of review. “A motion to dismiss tests, inter alia, whether, on the face of the record, the court is without jurisdiction. . . . [O]ur review of the court‘s ultimate legal conclusion and resulting [determination] of the motion to dismiss will be de novo. . . . In undertaking this review, we are mindful of the well established notion that, in determining whether a court has subject matter jurisdiction, every presumption favoring jurisdiction should be indulged. . . .
“Our courts have acknowledged that [t]rial courts addressing motions to dismiss for lack of subject matter jurisdiction . . . may encounter different situations,
“In contrast, if the complaint is supplemented by undisputed facts established by affidavits submitted in support of the motion to dismiss . . . [or] other types of undisputed evidence . . . , the trial court, in determining the jurisdictional issue, may consider these supplementary undisputed facts and need not conclusively presume the validity of the allegations of the complaint. . . . Rather, those allegations are tempered by the light shed on them by the [supplementary undisputed facts]. . . . If affidavits and/or other evidence submitted in support of a defendant‘s motion to dismiss conclusively establish that jurisdiction is lacking, and the plaintiff fails to undermine this conclusion with counteraffidavits . . . or other evidence, the trial court may dismiss the action without further proceedings.” (Citations omitted; internal quotation marks omitted.) Fountain of Youth Church, Inc. v. Fountain, 225 Conn. App. 856, 867–68, 317 A.3d 106 (2024). In the present case, no additional proceedings to resolve contested jurisdictional facts were requested or conducted;
The dispositive issue on appeal is whether the court properly concluded that the plaintiff lacked standing to pursue its claims against the defendants. “A trial court‘s determination of whether a plaintiff lacks standing is a conclusion of law that is subject to plenary review on appeal. . . . The question of whether a party has standing to bring an action implicates the court‘s subject matter jurisdiction. . . . Standing is the legal right to set judicial machinery in motion. One cannot rightfully invoke the jurisdiction of the court unless he [or she] has, in an individual or representative capacity, some real interest in the cause of action, or a legal or equitable right, title or interest in the subject matter of the controversy. . . . When standing is put in issue, the question is whether the person whose standing is challenged is a proper party to request an adjudication of the issue . . . . Standing requires no more than a colorable claim of injury; a [party] ordinarily establishes standing by allegations of injury [that he or she has suffered or is likely to suffer]. Similarly, standing exists to attempt to vindicate arguably protected interests. . . .
“Standing is established by showing that the party claiming it is authorized by statute to bring suit or is classically aggrieved. . . . The fundamental test for determining [classical] aggrievement encompasses a well-settled twofold determination: first, the party claiming aggrievement must successfully demonstrate a specific, personal and legal interest in [the subject matter of the challenged action], as distinguished from a general interest, such as is the concern of all members of the community as a whole. Second, the party claiming
aggrievement must successfully establish that this specific personal and legal interest has been specially and injuriously affected by the [challenged action]. . . . Aggrievement is established if there is a possibility, as distinguished from a certainty, that some legally protected interest . . . has been adversely affected.” (Citation omitted; internal quotation marks omitted.) Martinelli v. Martinelli, 226 Conn. App. 563, 572–73, 319 A.3d 198 (2024).I
We first address the plaintiff‘s claim that the trial court improperly determined that the RFP was not governed by the competitive bidding requirements of (1)
“As a matter of common law, an unsuccessful bidder on a state or municipal contract has no contractual right that would afford standing to challenge the award of a contract. [A] bid, even the lowest responsible one, submitted in response to an invitation for bids is only an offer which, until accepted . . . does not give rise to a contract between the parties. . . . An unsuccessful bidder, therefore, has no legal or equitable right in the contract. Not unlike any other person whose offer has been rejected, the disappointed bidder has no right to judicial intervention. . . .
“Moreover, no statute grants unsuccessful bidders standing to challenge the award of a state contract. . . . In particular, state and local competitive bidding laws have not been enacted in order to protect bidders. These laws serve to guard against abuses in the award of contracts such as favoritism, fraud or corruption and are enacted solely for the benefit of the public and in no sense create any rights in those who submit bids. . . .
Pursuant to the foregoing legal principles, the plaintiff had no standing to assert claims predicated on the fact that it was not awarded a contract flowing from the RFP, unless the aforementioned limited exception to the rules of standing applied. This limited exception, however, contemplates the existence of a competitive bidding process, the integrity of which has been compromised. See id., 179 (“we have recognized a limited exception to the rules of standing in order to provide a means of protecting the public‘s interest in properly implemented competitive bidding processes” (emphasis added)); Spiniello Construction Co. v. Manchester, supra, 189 Conn. 544 (judicial intervention is proper “only where fraud, corruption or favoritism has influenced the conduct of the bidding officials or when the very object and integrity of the competitive bidding process is defeated by the conduct of [the bidding] officials” (emphasis added)). Thus, notwithstanding the plaintiff‘s allegations of fraud and favoritism vis-à-vis the RFP, the threshold inquiry is whether the RFP was subject to the statutory or municipal competitive bidding requirements at issue. For the reasons that follow, we agree with the trial court and conclude that neither the statutory nor municipal competitive bidding requirements applied to the RFP.
These claims require us to interpret statutory and municipal ordinance provisions, thereby raising questions of statutory interpretation subject to plenary
A
Turning our attention first to
The pertinent statutory provision at issue is
“(4) Every contract for the construction, reconstruction, alteration, remodeling, repair or demolition of any public building or any other public work by a public agency that is paid for, in whole or in part, with state funds and that is estimated to cost more than one million dollars shall be awarded to a bidder that is prequalified pursuant to
In concluding that
The plaintiff contests the court‘s determination that the RFP did not invite bids for “the construction, reconstruction, alteration, remodeling, repair or demolition” of the stadium or “any other public work . . . .” (Internal quotation marks omitted.) The plaintiff maintains that “[t]he very purpose of the RFP . . . was to determine what materials and labor may be needed to meet the requested goals of construction, remodeling,
Having carefully reviewed the RFP, we conclude that the RFP did not fall within the ambit of
In sum, we conclude that the court properly determined that the RFP was not subject to the competitive bidding requirements of
B
We next consider the plaintiff‘s contention that the court incorrectly determined that the competitive bidding requirements of § 2-548 of the code did not apply to the RFP. This contention also fails.
Section 2-546 of the code, titled “Methods of source selection,” provides in relevant part that, “[u]nless otherwise authorized by the Charter of the City or this Code, all Contracts . . . shall be awarded by one (1) of the following methods: (A) Competitive Offers as set forth in Section 2-548 of this Article, which shall include competitive bidding and competitive proposals . . . .” Section 2-548 of the code, titled “Competitive solicitations,” provides in relevant part: “(A) Conditions for
Subsection (B) of § 2-548 of the code, titled “Request for response,” provides in relevant part: “A Request for Response shall be issued and shall include Specifications,26 Scope of Services, System Requirements or any other descriptions of the Commodity,27 Service, Construction28 or Lease, and all proposed and/or mandatory contractual terms, special terms and conditions applicable to the Procurement,29 other legal and regulatory requirements. . . .” (Footnotes added.) “Request for response” is defined by the code as “any competitive
In concluding that the code did not apply to the RFP, the court determined that “[t]he RFP did not seek proposals to perform ‘specific work’ under a contract as contemplated by § 2-537 (H) [of the code]. The RFP asked respondents to provide specifications such as proposed uses, cost estimates and sources of funding, rather than itself providing a ‘detailed written description’ of specifications to the respondents, in accordance with §§ 2-537 (OO) and 2-548 (B) [of the code], and asking respondents for a price. The process did not seek the provision of goods or services within established, detailed specifications, and request respondent bids from which the city would award a contract to a respondent. Hartford [Municipal] Code § 2-548.”
The court also observed that, although “‘competitive negotiation[s]‘” were authorized under the code, such negotiations “presuppos[ed] the existence of a ‘competitive solicitation’ under § 2-548 [of the code]. It is not an alternative to that process.” The court further stated that, “while the RFP reference[d] CRDA‘s right to negotiate with the respondents after receipt of their responses, it [went] much further . . . and reserve[d] CRDA‘s right to use respondents’ submissions as a basis for negotiating with nonrespondents.”
Additionally, the court determined that the contracts executed following the RFP did not support the plaintiff‘s position that the RFP was subject to the competitive bidding requirements of the code. The court stated that (1) the term sheet contemplated (a) a license agreement between the city and CRDA for the operation
“The plaintiff focuses specifically on the [2019 stadium use agreement] between the city and Hartford Athletic, [LLC], but that agreement bears no resemblance to a contract to redevelop and operate [the stadium]. Nor is it governed by . . .
As the court summarized, “CRDA and the city implemented a process that essentially reversed the role of the parties by seeking proposals from the respondents that would help establish the scope of work and how it could be financed.” The court continued: “[T]he RFP . . . was not intended to constitute a ‘competitive solicitation’ within the scope of the city‘s procurement ordinances. At most, [the RFP] may have facilitated future competitive processes related to the redevelopment of [the stadium], such as those that CRDA subsequently implemented to procure the reconstruction of the stadium.”30
The plaintiff asserts that, contrary to the court‘s determination, the RFP was a “competitive solicitation” under the code because (1) the RFP solicited bids for an “Agreement,” as defined in the code, in excess of $25,000, (2) the RFP satisfied the “minimum requirements” to constitute a “Request for Response” under the code, as it delineated (a) “details necessary for a competitor to develop a plan for the stadium‘s development,” (b) the project‘s five goals, and (c) additional details about, inter alia, information respondents had to provide in their submissions and how a successful respondent would be selected, (3) the code incorporates “‘negotiating‘” into the bidding process, such that
The plaintiff‘s first two contentions are unavailing for the same reasons that we set forth in part I A of this opinion in support of our conclusion that the RFP was not subject to the competitive bidding requirements of
Additionally, we reject the plaintiff‘s proposition that the negotiation provisions of the RFP weigh in favor of construing the RFP to be governed by the municipal bidding requirements of the code. Section 2-549 (A) of the code, titled “Competitive negotiations with Candidates and revisions to offers,” provides: “As provided in the request for response and under regulations or policies, discussions may be conducted, by the Purchasing Agent or a Designee, with the participation of the Using Agency, where practicable, with Candidates who submit responses determined to be reasonably susceptible of being selected for award for the purpose of refinement and clarification to assure full understanding of, and responsiveness to, the solicitation requirements.”
The plaintiff‘s final contention is that contracts were executed following the RFP for the redevelopment of the stadium by HSG, which illustrated that the RFP was a competitive bidding process under the code.31 The plaintiff maintains that the written contracts that followed the RFP were subject to the code‘s competitive bidding requirements. We disagree. The record contains undisputed evidence that (1) the city and CRDA (a) executed the 2018 license agreement, pursuant to which the city entrusted CRDA with the responsibility of managing the redevelopment of the stadium, and (b) later executed the 2019 stadium renovation and operation agreement, which was amended on February 1, 2022, and which contained the “detailed terms and conditions” governing CRDA‘s renovation and operation of
In addressing the plaintiff‘s arguments, we remain mindful that when, as in the present case, “the complaint is supplemented by undisputed facts established by affidavits submitted in support of the motion to dismiss . . . [or] other types of undisputed evidence . . . the trial court, in determining the jurisdictional issue, may consider these supplementary undisputed facts and need not conclusively presume the validity of the allegations of the complaint. . . . Rather, those allegations are tempered by the light shed on them by the [supplementary undisputed facts]. . . . If affidavits and/or other evidence submitted in support of a defendant‘s motion to dismiss conclusively establish that jurisdiction is lacking, and the plaintiff fails to undermine this conclusion with counteraffidavits . . . or other evidence, the trial court may dismiss the action without further proceedings.” (Internal quotation marks omitted.) Fountain of Youth Church, Inc. v. Fountain, supra, 226 Conn. App. 868.
In its complaint, the plaintiff alleged that, “[o]n February 29, 2019 . . . the city . . . and HSG executed the contracts for the development of [the stadium]“; however, this allegation is not entitled to a presumption of validity in light of the undisputed evidence in the record reflecting that the 2019 stadium use agreement, as opposed to a redevelopment contract, was executed by the city and Hartford Athletic, LLC, rather than with HSG, on February 25, 2019. Additionally, the plaintiff alleged that Mandell‘s self-reported complaint to the SEEC in 2018 represented that HSG and the city had
To summarize, “[n]ot unlike any other person whose offer has been rejected“; (internal quotation marks omitted) Connecticut Associated Builders & Contractors v. Hartford, supra, 251 Conn. 179; the plaintiff had no standing to seek judicial intervention stemming from its failure to be awarded a contract in connection with the RFP. Pursuant to the limited exception to the standing rules, the plaintiff‘s allegations of fraud and favoritism tainting the RFP process would have afforded it standing if the RFP were subject to the competitive bidding requirements of
II
The plaintiff also claims that the trial court improperly concluded that it lacked standing to pursue its claims seeking money damages against the individual city defendants, the CRDA defendants, Freimuth, and the HSG defendants.36 We are not persuaded.
In dismissing the plaintiff‘s claims against the individual city defendants, the CRDA defendants, and Freimuth, the court stated that “[t]he plaintiff‘s claims . . . all seek money damages based on various common-law and statutory torts. The damages sought include both lost profits associated with the alleged lost opportunity to redevelop [the stadium] and the costs associated with responding to the RFP. While the plaintiff concedes that its standing to sue the city is limited to claims for injunctive relief, the plaintiff argues that its standing to pursue its money damages claims . . . is distinct from its standing to sue the city and CRDA. The plaintiff argues that these claims do not seek money damages based on a flawed bidding process, but rather for tortious acts that happened contemporaneously with the bidding process. This theoretical distinction is not borne out by the substance of the complaint. The claims for money damages . . . are cloaked in the elements of traditional tort claims, but there is no escaping the
The court further concluded that the plaintiff lacked standing to assert its claims against the HSG defendants, which claims “rest[ed] on the same essential core as the claims asserted against the other defendants, alleging that the HSG defendants participated in a sham procurement process with the preordained outcome that HSG would be chosen to redevelop [the stadium].” The court determined “that the HSG defendants’ status as nongovernmental parties [did] not change the standing analysis. The only legal interest the plaintiff ha[d] in asserting claims arising out of a government procurement process is the public interest underlying the state and municipal bidding statutes and ordinances. . . . The limitations on standing afforded to unsuccessful bidders asserting claims against the soliciting governmental agency apply as well in the context of claims against competitors because the legal interest is the same. There is no legal interest in obtaining a public contract and the plaintiff‘s claims for money damages against the successful bidder seek to enforce such an
The plaintiff asserts that, in dismissing the remaining claims at issue, the court relied on the “faulty premise that the [plaintiff] did not have standing because all [of] the claims flowed from the RFP. . . . [T]his conclusion did not properly evaluate the [plaintiff‘s] standing under the principles of classical aggrievement . . . .” The plaintiff maintains that if, as the court concluded, the RFP was not a competitive bidding process, then it was not an “‘unsuccessful bidder‘” but, instead, “a traditional plaintiff that must establish classical aggrievement . . . .” The plaintiff further posits that it alleged that it suffered harm independent of the award of any contract following the RFP. Specifically, the plaintiff maintains that it alleged that all of the defendants fraudulently misrepresented the nature of the RFP process, including that it was a “true bidding process” with a contract being awarded to the “‘winning’ bidder,” thereby inducing it to submit a bid as part of a “‘sham’ RFP and causing it harm in the form of costs and fees that it had incurred in developing its bid. Additionally, with respect to its claim alleging a CUTPA
“It is well established that the interpretation of pleadings is always a question of law for the court . . . . Our review of the trial court‘s interpretation of the pleadings therefore is plenary. . . . Furthermore, we long have eschewed the notion that pleadings should be read in a hypertechnical manner. Rather, [t]he modern trend, which is followed in Connecticut, is to construe pleadings broadly and realistically, rather than narrowly and technically. . . . [T]he complaint must be read in its entirety in such a way as to give effect to the pleading with reference to the general theory [on] which it proceeded, and do substantial justice between the parties. . . . Our reading of pleadings in a manner that advances substantial justice means that a pleading must be construed reasonably, to contain all that it fairly means, but carries with it the related proposition that it must not be contorted in such a way so as to strain the bounds of rational comprehension.” (Emphasis omitted; internal quotation marks omitted.) Hepburn v. Brill, 348 Conn. 827, 848, 312 A.3d 1 (2024).
Having carefully reviewed the plaintiff‘s complaint, we agree with the court that, notwithstanding the various legal theories asserted, the plaintiff‘s claims “all center[ed] on one essential wrong—that the RFP was a sham.” (Internal quotation marks omitted.) In substance, the plaintiff alleged that the defendants against which it sought money damages engaged in conduct that tricked it into participating in a solicitation process
In sum, we conclude that the court properly dismissed, for lack of standing, the plaintiff‘s remaining claims seeking money damages against the individual city defendants, the CRDA defendants, Freimuth, and the HSG defendants.
The judgment is affirmed.
In this opinion the other judges concurred.
Notes
“(2) A financial tool only for the encumbrance of funds for a transaction and/or authorization or notice to proceed, in support of other forms of agreement, under circumstances as determined in the sole discretion of the Purchasing Agent. . . .” Hartford Municipal Code § 2-537 (FF).
“Contractor” is defined by the code in relevant part to mean “any person having a Contract or Purchase Order with the City or any of its Agencies. . . .”
“Professional services” is defined by the code in relevant part to mean “any infrequent, technical and/or unique functions performed by independent contractors whose occupation is the rendering of such services. . . .”