PGS LLC v. Morais Concrete Service, Inc. (2010)

MEMORANDUM OF DECISION

The plaintiff, in its three-count amended complaint alleges as follows:

First Count-Breach of Oral Contract

Second Count-Misrepresentation

Third Count-Violation of Connecticut General Statutes § 42-110 et seq.   (Connecticut Unfair Trade Practices Act).

The case was tried on September 28, 2010 and September 29, 2010 followed by submission of post-trial briefs.

As to the first count, in order for the plaintiff (PGS) to prove the alleged oral contract, the parties must agree to all of the essential terms and requirements.  Presidential Capitol Corp. v. Reale, 231 Conn. 500, 506-07 (1994).   In order to form a binding contract, the parties must agree they have entered into a contract and they must have a similar understanding as to its essential terms.  Bridgeport Pipe Engineering Co. v. DeMatteo Construction Co., 159 Conn. 242, 249 (1970).

The plaintiff has not established there was a meeting of the minds as to all the essential terms of the purported contract.

In early March 2007, Domingos Morais, owner of Morais Concrete Service, Inc. (Morais) obtained a bid package for replacing sidewalks in the town of Stafford with new stamped concrete sidewalks.   Morais knew Patric Jamo, who owned PGS, from a project they had worked on in Manchester.   Morais knew that Jamo had some experience with the stamped concrete process and needed an estimate of its cost in order to work up a bid to submit to the town of Stafford.

After discussion, they settled on a price of $9.50 per square foot.   On March 22, 2007, the bids were opened by the town and Morais was the low bidder.   The job requirements included pre-construction meetings with the town, with samples of the proposed stamped concrete submitted for approval.   It also required the regular submission of certified payrolls, as the project required all workers to be paid according to prevailing wage rates.   Morais was concerned about this requirement because he knew PGS had a problem submitting like reports at the earlier Manchester job.

When Morais submitted his bid in March, he thought the project might start in April, but Stafford delayed the start date until mid July.

The town called for a mandatory pre-construction meeting to be held at the town hall on June 28, 2007.   Morais notified Mr. Jamo (PGS) but PGS did not attend the meeting.   Mr. Jamo said he did not get notice, but the Court finds otherwise based on telephone records in evidence.   Morais was not able to reach Jamo and the town was finally looking to start the project within a week or two.

Morais was now becoming anxious about being able to comply with his contractual obligations with Stafford.   Not being able to contact Jamo, Morais tried to find another sub-contractor to do the work but the two he contacted could not do the work on such short notice.

While Morais (who was a concrete man) had no experience with stamped concrete, he decided he would have to do the work himself using his own employees.   He obtained a CD or DVD and at a meeting with his employees learned the process for installing stamped concrete.   Morais started the job on July 17, 2007, and Jamo showed up at the site at that time.   He was told by Morais that, because he failed to show up for two scheduled meetings, Morais, in order to meet schedules, had to do the work himself.

From these factual findings, the Court cannot conclude a breach of contract by Morais.

While the price of $9.50 per sq. ft. was an essential element, there were others that were not agreed to, including the mandatory pre-construction meetings, and the contractual requirements to submit certified payroll records to the town.

It is undisputed that both principals expected a signed contract would be required with all the necessary details.   Morais brought a proposed contract to two meetings, which the plaintiff did not attend.

As to the second count (Misrepresentation) the facts as found and discussed above do not support any claim of misrepresentation.   Morais acted in good faith in his dealings with PGS.

The same reasoning applies to the third count (CUTPA).   There is no credible evidence of immoral, unethical or unscrupulous behavior by Morais.

Judgment may enter for the defendant on all counts.

Klaczak, J.T.R.

Klaczak, Lawrence C., J.T.R.