Rizzo Construction Pool Co. v. Plastic Development Co., Inc. (2014)

MEMORADUM OF DECISION RE MOTION TO STRIKE (# 120)

On February 29, 2012, the plaintiff, Rizzo Construction Pool Co. (Rizzo), a seller of hot tub and spa equipment, filed a one-count complaint against the defendant, Plastic Development Co. (PDC), Inc., alleging breaches of two separate contracts.   The first was an alleged resale agreement, under which the plaintiff agreed to buy and resell the defendant's hot tub and spa products, and the defendant agreed to provide all parts needed for warranty service to the ultimate retail customers.   The second was an alleged agreement to conduct a joint defense of an action brought against both parties by a dissatisfied customer, David Mathieu.   The defendant moved to strike the complaint, and by order issued on July 19, 2013, the court (Wagner, J.T.R.) granted the motion to strike.   The plaintiff filed a timely revised complaint, dividing the claims into two separate counts.   The alleged breach of the joint defense agreement is now count one, and the alleged breach of the resale agreement is now count two.   In each count, the plaintiff has largely restated its original complaint but has included at least one additional allegation in each count.   The defendant has moved to strike both counts of the revised complaint.   For the reasons stated below, the motion to strike count one is granted and the motion to strike count two is denied.

“A motion to strike challenges the legal sufficiency of a pleading, and, consequently, requires no factual findings by the trial court.”  (Internal quotation marks omitted.)  Fidelity Bank v. Krenisky, 72 Conn.App. 700, 720, 807 A.2d 968, cert. denied, 262 Conn. 915, 811 A.2d 1291 (2002).  “For the purpose of ruling upon a motion to strike, the facts alleged in a complaint, though not the legal conclusions it may contain, are deemed to be admitted.”   (Internal quotation marks omitted.)  Bridgeport Harbour Place I v. Ganim, 111 Conn.App. 197, 203, 958 A.2d 210 (2008), aff'd, 303 Conn. 205, 32 A.3d 296 (2011).

The elements of a cause of action for breach of contract are “the formation of an agreement, performance by one party, breach of the agreement by the other party and damages.”  (Citation omitted;  internal quotation marks omitted.)   Pelletier v. Galske, 105 Conn.App. 77, 81, 936 A.2d 689 (2007), cert. denied, 285 Conn. 921, 943 A.2d 1100 (2008).  “To form a valid and binding contract in Connecticut, there must be a mutual understanding of the terms that are definite and certain between the parties ․ To constitute an offer and acceptance sufficient to create an enforceable contract, each must be found to have been based on an identical understanding by the parties ․ If the minds of the parties have not truly met, no enforceable contract exists ․ [A]n agreement must be definite and certain as to its terms and requirements ․ So long as any essential matters are left open for further consideration, the contract is not complete ․ A contract requires a clear and definite promise.”  (Citations omitted;  internal quotation marks omitted.)  Geary v. Wentworth Laboratories, Inc., 60 Conn.App. 622, 627, 760 A.2d 969 (2000).

In reviewing the plaintiff's original complaint,

The defendant correctly argues that product warranties are governed by the Uniform Commercial Code (UCC) and that the plaintiff has failed to allege the type of warranty at issue under the UCC. While the revised complaint does lack details about the nature of any warranty agreement, the court is required to “construe the complaint in the manner most favorable to sustaining its legal sufficiency ․ Thus, [i]f facts provable in the complaint would support a cause of action, the motion to strike must be denied ․ Furthermore, it is well established in our jurisprudence that pleadings must be construed broadly and realistically, rather than narrowly and technically.”  (Citations omitted;  internal quotation marks omitted.)  Bross v. Hillside Acres, Inc., 92 Conn.App. 773, 781–82, 887 A.2d 420 (2006).   Read broadly and realistically, the complaint here alleges a resale agreement under which the defendant agreed to provide repair parts to the plaintiffs for products the plaintiff had sold at retail, performance of the agreement by the plaintiff, breach by the defendant in failing to furnish repair parts, and damages in the form of higher prices paid by the plaintiff to obtain those parts from alternative suppliers.   As revised, the complaint is sufficient to state a breach of contract claim at least as to the agreement to provide repair parts.   Accordingly, the motion to strike count two is denied.

BY THE COURT,

Sheila A. Huddleston, Judge

Huddleston, Sheila A., J.