Allstar Sanitation, Inc. v. Bridgeport & The Port Jefferson Steamboat Company et al. (2013)

MEMORANDUM OF DECISION RE MOTION TO STRIKE # 112.00

I. INTRODUCTION AND SUMMARY OF FACTS

Before the court is a motion to strike brought by the defendant, Winter Bros. Waste Systems of CT, LLC (Winter Bros.).   The plaintiff, Allstar Sanitation, Inc. (Allstar), has brought a four-count complaint against defendants, the Bridgeport & Port Jefferson Steamboat Company (Ferry), Winter Bros., and certain individuals for damages arising out of alleged breach of contract and tortious interference with business relationships.   The subject matter of Allstar's complaint concerns various agreements to service Ferry's solid waste collection and disposal needs.

According to Allstar's complaint, Ferry had previously contracted with defendant Coastal Sanitation Service, LLC (Coastal), from May 1, 2008, through May 1, 2011, to collect and dispose of Ferry's solid waste.   Thereafter, on or about May 25, 2012, Coastal assigned its contractual obligations to Winter Bros. From May 1, 2011, until October 1, 2012, Ferry and Winter Bros. continued their contractual relationship for the above services on an oral, month to month basis.   Thereafter, Allstar entered into a contract with the Ferry to provide solid waste collection and disposal services at Ferry's Water Street dock for the period of October 2, 2012, to October 1, 2015.

Allstar alleges further that it also entered into an oral agreement with Winter Bros., pursuant to which Winter Bros. agreed to service Ferry's solid waste collection and disposal needs on behalf of Allstar while Allstar and Ferry agreed that Ferry would pay invoices for said services submitted to it by Allstar.   Allstar continued to invoice Ferry and Winter Bros. continued to service Ferry's waste collection and disposal needs.   Winter Bros. and Allstar, however, failed to reach an agreement as to the amount of compensation which Winter Bros. would receive for these services as well as any amounts that would be deducted by Winter Bros. from the amount it owed to its assignor Coastal.

Despite the absence of an agreed price, in November 2012, Winter Bros. began to service Ferry's needs whilst Allstar billed Ferry for this service.   Initially, Ferry paid these invoices.   At some point, however, Winter Bros. began to invoice Ferry directly, claiming that the May 2008–2011 contract between Ferry and Coastal had been automatically renewed until May 1, 2016.   As a result, Ferry ceased paying invoices submitted by Allstar as of April 1, 2013.   Allstar now claims damages against Winter Bros. for breach of contract and tortious interference with business relations.

Winter Bros. filed the subject motion to strike counts two and three on August 20, 2013.   As to count two of the complaint, Winter Bros. moves to strike on the ground that this count fails to state a cause of action for breach of contract because Allstate has alleged a mere agreement to agree.   Respecting count three, Winter Bros. moves to strike on the ground that Allstar has failed to allege the existence of an enforceable contract and, absent such an allegation, Allstar must allege that the tortious interference was based upon either the commission of a tort or upon fraud, misrepresentation, intimidation, or molestation, which it has failed to do.   The motion is accompanied by a memorandum of law.   Allstar filed its memorandum in opposition on September 3, 2013.   Winter Bros. filed a memorandum in reply on October 10, 2013.   The court heard oral argument on October 14, 2013.

II. APPLICABLE LAW

“The purpose of a motion to strike is to contest ․ the legal sufficiency of the allegations of any complaint ․ to state a claim upon which relief can be granted.”  (Internal quotation marks omitted.)  Fort Trumbull Conservancy, LLC v. Alves, 262 Conn. 480, 498, 815 A.2d 1188 (2003).  “[A] party may challenge the legal sufficiency of an adverse party's claim by filing a motion to strike.”  Vertex, Inc. v. Waterbury, 278 Conn. 557, 564, 898 A.2d 178 (2006).  “If any facts provable under the express and implied allegations in the plaintiff's complaint support a cause of action ․ the complaint is not vulnerable to a motion to strike.”  Bouchard v. People's Bank, 219 Conn. 465, 471, 594 A.2d 1 (1991);  see also Sturm v. Harb Development, LLC, 298 Conn. 124, 130, 2 A.3d 859 (2010) (motion must be denied where provable facts support a cause of action).  “Moreover [the court notes] that [w]hat is necessarily implied [in an allegation] need not be expressly alleged.”   (Internal quotation marks omitted.)   Connecticut Coalition for Justice in Education Funding, Inc. v. Rell, 295 Conn. 240, 252, 990 A.2d 206 (2010).   “In ruling on a motion to strike the trial court is limited to considering the grounds specified in the motion.”  Meredith v. Police Commission, 182 Conn. 138, 140, 438 A.2d 27 (1980).

The gravamen of Winter Bros.' motion to strike count two is that Allstar and Winter Bros. do not have an enforceable contract, but rather, a mere agreement to agree.   Winter Bros. relies on the failure of their respective principals to agree to the exact amount of compensation which Allstar was to pay Winter Bros. In support of its motion to strike, the defendant relies on well established principals of contract law, including the basic requirement of a meeting of the minds of the parties, citing Geary v. Wentworth Laboratories, Inc., 60 Conn.App. 622, 627, 760 A.2d 969 (2000).   In response, plaintiff asserts that contract law recognizes certain exceptions to those rules, including the doctrine of part performance, quoting subsequent statements by the Appellate Court in that same case.

Winter Bros. is correct that Geary recites the basic requirement of contract formation of a meeting of the minds.   Nevertheless, after stating the basic principles of mutuality and definiteness required for contract formation, the court in Geary continues, “[a] court, may, however, enforce a contract if the missing terms can be ascertained, either from the express terms or by fair implication ․ Thus, an agreement previously unenforceable because of its indefiniteness may become binding if the promise to one side of the agreement is made definite by its complete or partial performance.”  (Internal citation omitted;  internal quotation marks omitted.)  Geary v. Wentworth Laboratories, Inc., supra, 60 Conn.App. 627–28.   See also Augeri v. C.F. Wooding Co., 173 Conn. 426, 430, 378 A.2d 538 (1977).   Applying the above principles to the facts as alleged in Allstar's complaint, the court finds that count two sufficiently states a claim for breach of contract against Winter Bros.

With respect to its motion to strike count three, Winter Bros. relies on the same argument stated above, that absent an enforceable contract, Allstar cannot as a matter of law assert a claim for tortious interference with business relationships unless it also alleges some sort of additional tortious conduct.   Winter Bro.'s characterization of the business relationships as “an agreement to agree,” which is thus unenforceable, is an unnecessarily narrow interpretation of the facts alleged by Allstar.   Having determined that Allstar has sufficiently stated facts to support a claim for breach of contract, the court further concludes that count three adequately states a claim by Allstar against this defendant for tortious interference with business relationships.

III. CONCLUSION

For the foregoing reasons, the court finds that for the purpose of the motion to strike, Allstar has adequately alleged claims for breach of contract and tortious interference with business relationships.   The motion to strike is denied in its entirety.

SOMMER, J.

Sommer, Mary E., J.