93 Conn. App. 451 | Conn. App. Ct. | 2006
Opinion
The defendant, MLS Construction, LLC, appeals from the judgment of the trial court concluding that the defendant breached the contract between the defendant and the plaintiff, MD Drilling & Blasting, Inc., and awarding damages, interest and attorney’s fees. On appeal, the defendant claims that the court improperly (1) found that a contract existed between the parties and (2) awarded contract interest and attorney’s fees. We affirm the judgment of the trial court.
The court’s memorandum of decision sets forth the following facts relevant to the defendant’s appeal. The owner of a vacant piece of property in East Haven retained the defendant to do excavation work, and, in February or March, 2003, the defendant asked the plaintiff to perform the necessary rock drilling and blasting for the project. In 2002, the plaintiff had entered into a written contract with the defendant to do similar work on a job in North Branford, for which the plaintiff had not been paid fully. The plaintiff agreed to perform the work in East Haven provided that the defendant make a substantial payment on the outstanding balance owed for the work done in North Branford. On March 31, 2003, the defendant agreed to the condition and tendered a check to the plaintiff for $15,000.
Thereafter, the plaintiff filed an amended, six count complaint, claiming, inter alia, breach of contract and unjust enrichment.
We begin by setting forth the applicable standard of review. “The existence of a contract is a question of fact to be determined by the trier on the basis of all of the evidence. ... On appeal, our review is limited to a determination of whether the trier’s findings are clearly erroneous. . . . This involves a two part function: where the legal conclusions of the court are challenged, we must determine whether they are legally and logically correct and whether they find support in the facts set out in the memorandum of decision; where the factual basis of the court’s decision is challenged we must determine whether the facts set out in the memorandum of decision are supported by the evidence or whether, in light of the evidence and the pleadings in the whole record, those facts are clearly erroneous.” (Citations omitted; internal quotation marks omitted.) Fortier v. Newington Group, Inc., 30 Conn. App. 505, 509, 620 A.2d 1321, cert. denied, 225 Conn. 922, 625 A.2d 823 (1993).
The defendant first argues that the court improperly found that a contract existed between the parties. Specifically, the defendant alleges that there was no offer and acceptance between the parties because the plaintiff revoked its offer, and there was no meeting of the minds. We disagree. “It is a fundamental principle of contract law that the existence and terms of a contract are to be determined from the intent of the parties. . . . The parties’ intentions manifested by their acts and words are essential to the court’s determination of whether a contract was entered into and what its terms were. . . . Whether the parties intended to be bound
The following additional facts educed from the record are relevant to the disposition of the defendant’s appeal. On the afternoon of April 1, 2003, the same day that it had begun drilling and blasting for the East Haven project, the plaintiff faxed the defendant its standard form of agreement. The agreement was intended to be identical to the North Branford agreement but reflected the orally agreed upon reduction to $2.75 per cubic yard.
The defendant’s revocation argument was not raised or preserved, and the defendant filed no motion for articulation. We note, however, that because the court properly found that the defendant had accepted the offer, as a matter of law there could be no revocation. It is a fundamental principle of contract law that “ [r] evocation of an offer in order to be effectual must be received by the offeree and before he has exercised his power of creating a contract by acceptance of the offer.” (Emphasis added; internal quotation marks omitted.) Lyon v. Adgraphics, Inc., 14 Conn. App. 252, 255, 540
Additionally, the defendant avers that there was no meeting of the minds between the parties and that therefore no valid contract existed. We disagree. “In order for an enforceable contract to exist, the court must find that the parties’ minds had truly met. ... If there has been a misunderstanding between the parties, or a misapprehension by one or both so that their minds have never met, no contract has been entered into by them and the court will not make for them a contract which they themselves did not make.” (Citations omitted; internal quotation marks omitted.) Fortier v. Newing-ton Group, Inc., supra, 30 Conn. App. 510.
The defendant argues that the differences between the oral contract and the contract that the plaintiff faxed on April 1, 2003, were material and that therefore there was no meeting of the minds because the parties were operating under the terms of two distinct contracts.
Last, the defendant argues that the court improperly awarded contractual interest and attorney’s fees. In support of its argument, the defendant relies on the “American rule.” “The general rule of law known as the American rule is that attorney’s fees and ordinary expenses and burdens of litigation are not allowed to the successful party absent a contractual or statutory
The judgment is affirmed.
In this opinion the other judges concurred.
The written contract for the North Branford job had included a price of $2.90 per cubic yard, but, during the course of the job, the price had been reduced orally to $2.75 per cubic yard.
The remaining four counts of the amended complaint alleged fraud and intentional misrepresentation, wanton and reckless conduct, statutory theft and negligent misrepresentation. The defendant pleaded two special defenses, claiming that the plaintiff did not complete the job in a workmanlike manner and charged for services it did not perform. The court found in favor of the plaintiff on the breach of contract and upjust enrichment counts, and on the special defenses. This appeal challenges the court’s finding on the breach of contract count only.
The agreement also contained minor differences, such as statements that the plaintiff would provide fuel for its own equipment and conduct test drilling as directed by the contractor at $200 per hour. In addition, the faxed agreement stated that the contractor will pay interest at a rate of 1 1/2 percent per month on past due balances, as opposed to the 2 percent stated in the North Branford agreement.
We note also that the defendant claimed never to have received the faxed contract. Even if the ■written agreement had been sufficient to revoke the plaintiffs offer, the revocation would have been ineffective still because an offeree must be aware of the revocation in order for it to take effect. See Lyon v. Adgraphics, Inc., supra, 14 Conn. App. 255.
The defendant asserts that the unsigned standard contract that the plaintiff faxed and the defendant did not receive varied from the oral contract in “materially significant terms.” On the contrary, we note that even if the plaintiff had been operating under the terms of the written contract, the materially significant terms were the same as those in the oral contract. Cf. L & R Realty v. Connecticut, National Bank, supra, 53 Conn. App. 536-38 (concluding that agreement unenforceable because parties had not agreed on essential terms).
The North Branford agreement contains the following language: “Contractor . . . will pay interest at a rate of two percent per month on past due balances. Any fees, costs or expenses, including legal fees, incurred by the Subcontractor associated with receipt of payment shall be paid by the Contractor.”