Kerry Fairchild et al. v. LLC (2011)

MEMORANDUM OF DECISION RE MOTION TO DISMISS, # 102

The defendant, Riverview Catering, LLC, moves to dismiss counts four, seven, and ten of the complaint dated November 16, 2010, filed by the plaintiffs, Kerry Fairchild, William Fairchild, Patricia Fairchild, and George Platt, asserting the court lacks subject matter jurisdiction.

On June 9, 2007, the plaintiff, Kerry Fairchild, and the defendant entered into a written contract for the rental and services of the defendant's catering hall for the purpose of the plaintiff, Kerry Fairchild's, wedding reception.   Defendant's Exh. A.¹ The document entitled “Contract Agreement” was signed by the plaintiff Kerry Fairchild, and Maureen Huntley.²  It identifies the function as a wedding reception for the honored guests, Kerry Fairchild and George Platt.   The plaintiffs allege they were unhappy with the outcome of the wedding reception.

The twelve-count complaint purports to allege a breach of contract claim on behalf of William Fairchild (count four), Patricia Fairchild (count seven), and George Platt (count ten).   In each of these counts, the plaintiffs allege that each of them “entered into a written contract, for the rental and services of the defendant's catering hall for the purpose of the plaintiff [Kerry Fairchild's] wedding reception.”

“The standard of review for a court's decision on a motion to dismiss is well settled.   A motion to dismiss tests, inter alia, whether, on the face of the record, the court is without jurisdiction ․ When a ․ court decides a jurisdictional question raised by a pretrial motion to dismiss, it must consider the allegations of the complaint in their most favorable light ․ In this regard, a court must take the facts to be those alleged in the complaint, including those facts necessary implied from the allegations, construing them in a manner most favorable to the pleader ․ The motion to dismiss ․ admits all facts which are well pleaded, invokes the existing record and must be decided upon that alone.”  (Internal quotation marks omitted.)  Gold v. Rowland, 296 Conn. 186, 200–01, 994 A.2d 106 (2010).

“A motion to dismiss ․ properly attacks the jurisdiction of the court, essentially asserting that the plaintiff cannot as a matter of law and fact state a cause of action that should be heard by the court.”  Caruso v. Bridgeport, 285 Conn. 618, 627, 941 A.2d 266 (2008).  “The motion to dismiss shall be used to assert (1) lack of jurisdiction over the subject matter, (2) lack of jurisdiction over the person, (3) improper venue, (4) insufficiency of process, and (5) insufficiency of service and process.   This motion shall always be filed with a supporting memorandum of law, and where appropriate, with supporting affidavits as to facts not apparent on the record.”   Practice Book § 10–31(a).  “[T]he question of subject matter jurisdiction, because it addresses the basic competency of the court, can be raised by any of the parties, or by the court sua sponte, at any time ․ Moreover, [t]he parties cannot confer subject matter jurisdiction on the court, either by waiver or by consent.”  (Internal quotations marks omitted.)  New Hartford v. Connecticut Resources Recovery Authority, 291 Conn. 411, 518, 970 A.2d 583 (2009).  “[T]he plaintiff bears the burden of proving subject matter jurisdiction, whenever and however raised.”  (Internal quotation marks omitted.)  Fort Trumbull Conservancy, LLC v. New London, 265 Conn. 423, 430, n.12, 829 A.2d 801 (2003).

“Standing is the legal right to set judicial machinery in motion.   One cannot rightfully invoke the jurisdiction of the court unless [one] has, in an individual or representative capacity, some real interest in the cause of action.”  Gold v. Rowland, supra, 296 Conn. 207.   The burden of demonstrating that a party has standing to bring an action is on the plaintiff.   See Seymour v. Region One Board of Education, 274 Conn. 92, 104, 874 A.2d 742, cert. denied, 546 U.S. 1016, 126 S.Ct. 659, 163 L.Ed.2d 526 (2005).

“Standing is not a technical rule intended to keep aggrieved parties out of court;  nor is it a test of substantive rights.   Rather it is a practical concept designed to ensure that courts and parties are not vexed by suits brought to vindicate nonjusticiable interest and that judicial decision which may affect the rights of others are forged in hot controversy, with each view fairly and vigorously represented.”  (Internal quotation marks omitted.)   Burton v. Commissioner of Environmental Protection, 291 Conn. 789, 802, 970 A.2d 640 (2009).

The contract agreement shows only the signatures of the plaintiff, Kerry Fairchild, and of Maureen Huntley.   The defendant argues that the plaintiffs, William Fairchild, Patricia Fairchild, and George Platt, should be barred from bringing a breach of contract claim, as they were not parties to the contract, and therefore have no standing to bring such an action.   The plaintiffs argue that even though William Fairchild, Patricia Fairchild, and George Platt are not signatories on the contract and did not personally sign the contract, they were known to the defendant as the parties making all the decisions concerning the contract.   They point to a letter from the defendant dated July 15, 2008, and contend that it states that “not only is Kerry Fairchild a party to the contract but also Mr. and Mrs. Fairchild are the contracted parties.”   Plaintiffs' Exh. A. Since that letter addresses the plaintiffs as if they are the contracted parties, the plaintiffs argue, that based on the actions and communications from the defendant, they have standing to bring such an action.   As for the plaintiff, George Platt, he argues that since he was the groom, he should be considered a contemplated beneficiary and a party to the contract.

“The elements of a breach of contract action are the formation of an agreement, performance by one party, breach of the agreement by the other, and damages.”  (Internal quotation marks omitted.)  American Express Centurion Bank v. Head, 115 Conn.App. 10, 15–16, 971 A.2d 90 (2009).

“A third party beneficiary may enforce a contractual obligation without being in privity with the actual parties to the contract ․ Therefore, a third party beneficiary who is not a named obligee in a given contract may sue the obligor for breach ․” (Citations omitted;  internal quotation marks omitted.)   Rapaport & Benedict, P.C. v. City of Stamford, 39 Conn.App. 492, 497, 664 A.2d 1193 (1995).  “[A] third party seeking to enforce a contract must allege and prove that the contracting parties intended that the promisor should assume a direct obligation to the third party.”  Stowe v. Smith, 184 Conn. 194, 196, 441 A.2d 81 (1981).  “[T]he intent of both parties to a contract determines whether a third party has contract rights as a third party beneficiary.”  Grigerik v. Sharpe, 247 Conn. 293, 310, 721 A.2d 526 (1998).   Although, “it is not in all instances necessary that there be express language in the contract creating a direct obligation to the claimed third party beneficiary ․ the only way a contract could create a direct obligation between a promisor and a third party beneficiary would have to be, under our rule, because the parties to the contract so intended.”  (Citation omitted;  internal quotation marks omitted.)  Dow & Condon, Inc. v. Brookfield Development Corp., 266 Conn. 572, 580–81, 833 A.2d 908 (2003).   To meet this test, the allegations of the complaint must be sufficient for the court to conclude that both contracting parties intended “to confer enforceable rights in a third party.”  Grigerik v. Sharpe, supra, 247 Conn. 312.

Even construing the allegations of the complaint in their most favorable light, there are no facts alleged from which the court could conclude that the defendant entered into an agreement with the plaintiff, Kerry Fairchild, intending to become obliged to the three named plaintiffs, William Fairchild, Patricia Fairchild, and George Platt, as third-party beneficiaries.   There are no factual allegations to support that the defendant intended to confer enforceable rights to these three plaintiffs.

For the foregoing reasons, the motion to dismiss counts four, seven, and ten is granted.

Swienton, J.

FOOTNOTES

FN1. The defendant attached to its memorandum of law in support of the motion to dismiss a copy of the “Contract Agreement” signed by Kerry Fairchild and Maureen Huntley, dated June 9, 2007.   Although the contract agreement was not certified as required by Practice Book § 10–31, the plaintiff also submitted a copy of a letter with their memorandum of opposition to the motion to dismiss, which also was not certified.   Neither party objected to the documents, so the court will consider both documents in reaching its decision..  FN1. The defendant attached to its memorandum of law in support of the motion to dismiss a copy of the “Contract Agreement” signed by Kerry Fairchild and Maureen Huntley, dated June 9, 2007.   Although the contract agreement was not certified as required by Practice Book § 10–31, the plaintiff also submitted a copy of a letter with their memorandum of opposition to the motion to dismiss, which also was not certified.   Neither party objected to the documents, so the court will consider both documents in reaching its decision.

FN2. The defendant in its memorandum indicates that Huntley was its representative..  FN2. The defendant in its memorandum indicates that Huntley was its representative.

Swienton, Cynthia K., J.