Robert Muoio v. LLC (2015)

MEMORANDUM OF DECISION ON THIRD–PARTY DEFENDANT'S MOTION TO STRIKE

STATEMENT OF THE CASE

On September 25, 2009, the plaintiff, Robert Muoio, filed a complaint ¹ against the defendants, Gabby's Auto, LLC and Richard A. Gabianelli, Jr.² In the complaint, the plaintiff alleges the following relevant facts.   On December 22, 2007, the plaintiff's motor vehicle was damaged as a result of ice and snow.   The plaintiff referred his vehicle to Gabby's Auto, LLC for repairs.   The defendants provided an estimate to repair the vehicle and agreed to complete the repairs in a timely manner.   In summary, the complaint alleges that the defendants failed to complete the repairs, and despite demand, they refused to return the vehicle so that the repairs could be completed elsewhere.   The complaint is in three counts alleging breach of contract, conversion, and violation of the Connecticut Unfair Trade Practices Act, General Statutes § 42–110b.

On March 27, 2014, the defendants filed a motion to implead Geico, and for permission to serve Geico as a third-party defendant.³  The court granted this motion, and on May 20, 2014, the defendants, as third-party plaintiffs, filed a third-party complaint against Geico.   In the third-party complaint, the third-party plaintiffs allege that when the plaintiff's vehicle was damaged, the plaintiff maintained automobile insurance coverage on the plaintiff's vehicle from the third-party defendant.   On or about January 2008, the third-party defendant “authorized the repair of the plaintiff's vehicle under the plaintiff's insurance policy, which repairs would be paid for by insurance proceeds from Geico under the plaintiff's insurance policy with Geico.”   Thereafter, the plaintiff examined his vehicle and asked Gabby's Auto, LLC to replace an interior rug of the plaintiff's vehicle.   At that time, the third-party defendant authorized Gabby's Auto, LLC to perform replacing and repair services of the interior rug of the plaintiff's vehicle, which repairs increased the initial repair estimate.   Upon removing the interior rug, Gabby's Auto, LLC noticed that a fuse box needed to be replaced in order to prevent a fire hazard.   Gabby's Auto, LLC performed the repair.   The third-party plaintiffs allege that they suffered damages for Geico's wrongful failure to pay for the repairs.   The third-party complaint alleges a breach of contract claim in count one, a breach of an implied contract in count two, a promissory estoppel claim in count three, an unjust enrichment claim in count four, and a quantum meruit claim in count five.

On June 19, 2014, the third-party defendant filed a motion to strike the third-party complaint on the ground that all of the counts are legally insufficient as a matter of law.   The third-party defendant filed a memorandum of law in support of its motion to strike.   On October 9, 2014, the third-party plaintiffs filed a memorandum of law in opposition to the third-party defendant's motion to strike.   The matter was heard at short calendar on October 14, 2014.   For the following reasons, the motion to strike is denied.

DISCUSSION

“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).   In ruling on a motion to strike, the court takes “the facts to be those alleged in the [complaint] ․ and ․ construe[s] the [complaint] in the manner most favorable to sustaining its legal sufficiency.”  (Internal quotation marks omitted.)  New London County Mutual Ins. Co. v. Nantes, 303 Conn. 737, 747, 36 A.3d 224 (2012).  “[I]t is fundamental that in determining the sufficiency of a complaint challenged by a defendant's motion to strike, all well-pleaded facts and those facts necessarily implied from the allegations are taken as admitted.”  (Internal quotation marks omitted.)  Coe v. Board of Education, 301 Conn. 112, 116–17, 19 A.3d 640 (2011).  “It is well established that a motion to strike must be considered within the confines of the pleadings and not external documents ․ [The court is] limited ․ to a consideration of the facts alleged in the complaint.”  (Internal quotation marks omitted.)   Zirinsky v. Zirinsky, 87 Conn.App. 257, 268 n.9, 865 A.2d 488 cert. denied, 273 Conn. 916, 871 A.2d 372 (2005).  “A motion to strike is properly granted if the complaint alleges mere conclusions of law that are unsupported by the facts alleged.”  (Internal quotation marks omitted.)  Bridgeport Harbour Place I, LLC v. Ganim, 303 Conn. 205, 213, 32 A.3d 296 (2011).

I

BREACH OF CONTRACT

The third-party defendant moves to strike count one of the third-party plaintiffs' complaint on the ground that the claim for breach of contract is legally insufficient.   In particular, the third-party defendant argues that the third-party plaintiffs fail to allege that they had a contract with the third-party defendant.   The third-party defendant also contends that although the third-party plaintiffs do allege that they were a third-party beneficiary, they have failed to allege that the plaintiff and the third-party defendant intended for the third-party defendant to have a direct obligation to the third-party plaintiffs.   The third-party plaintiffs counter that they have properly alleged a claim for breach of contract.   Specifically, they have alleged sufficient facts to support the assertion that Gabby's Auto, LLC was a third-party beneficiary and that the third-party defendant breached the contract This court agrees with the third-party plaintiffs.

“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 party and damages.”  (Internal quotation marks omitted.)  Rosato v. Mascardo, 82 Conn.App. 396, 411, 844 A.2d 893 (2004).  “A third-party beneficiary may enforce a contractual obligation without being in privity with the actual parties to the contract ․ [T]he ultimate test to be applied [in determining whether a person has a right of action as a third-party beneficiary] is whether the intent of the parties to the contract was that the promisor should assume a direct obligation to the third-party beneficiary ․” (Citation omitted;  footnote omitted;  internal quotation marks omitted.)  Wilcox v. Webster Ins., Inc., 294 Conn. 206, 217, 982 A.2d 1053 (2009).   To meet this test, “a third party seeking to enforce a contract must allege ․ that the contracting parties intended that the promisor should assume a direct obligation to the third party.”  (Emphasis omitted;  internal quotation marks omitted.)   Grigerik v. Sharpe, 247 Conn. 293, 315, 721 A.2d 526 (1998).

“The requirement that both contracting parties must intend to confer enforceable rights in a third party rests, in part at least, on the policy of certainty in enforcing contracts.   That is, each party to a contract is entitled to know the scope of his or her obligations thereunder.   That necessarily includes the range of potential third persons who may enforce the terms of the contract.   Rooting the range of potential third persons in the intention of both parties, rather than in the intent of just one of the parties, is a sensible way of minimizing the risk that a contracting party will be held liable to one whom he neither knew, nor legitimately could be held to know, would ultimately be his contract obligee.”  (Internal quotation marks omitted.)  Wasniewski v. Quick & Reilly, Inc., 292 Conn. 98, 109–10, 971 A.2d 8 (2009).

Whether Gabby's Auto, LLC is a third-party beneficiary of the insurance contract between the third-party defendant and the plaintiff requires an interpretation of the contract.  “[O]rdinarily the question of contract interpretation, being a question of the parties' intent, is a question of fact ․” Tallmadge Bros., Inc. v. Iroquois Gas Transmission System, L.P., 252 Conn. 479, 495, 746 A.2d 1277 (2000).  “Several Connecticut Superior Court decisions have held that contractual interpretation, being a question of fact, is inappropriate for a motion to strike.”   AIU Ins. Co. v. Stonington Water Street Associates, LLC, Superior Court, judicial district of New London, Docket No. CV–08–6000749 (July 10, 2009, Martin, J.).   Because the insurance contract has not been presented to the court, the court must rely on the pleadings to resolve the motion to strike.   See Coe v. Board of Education, supra, 301 Conn. 117.

In the present case, the third-party plaintiffs allege that at the time the plaintiff's vehicle was damaged, the plaintiff maintained automobile insurance coverage on the plaintiff's vehicle from the third-party defendant.   The plaintiff brought his vehicle to Gabby's Auto, LLC for repairs.   On or about January 2008, the third-party defendant provided an estimate for repair of $5,900.70.   Moreover, the third-party defendant authorized Gabby's Auto, LLC to repair the plaintiff's vehicle under the plaintiff's insurance contract, which repairs would be paid for by the insurance proceeds from the third-party defendant under the contract.   The third-party defendant also authorized Gabby's Auto, LLC to replace and repair the interior rug, which repairs would cost more than the initial estimate.   Thereafter, Gabby's Auto, LLC performed the repair services on the plaintiff's vehicle.   These facts, as alleged, are sufficient to claim that the plaintiff and third-party defendant intended for the third-party defendant to have a direct obligation to pay Gabby's Auto, LLC for the authorized repairs.   Thus, the court concludes that the allegations are sufficient to assert that Gabby's Auto, LLC may be viewed as a third-party beneficiary to the insurance contract.   See Davis v. New Haven, Superior Court, judicial district of New Haven, Docket No. CV–10–6008253–S (February 7, 2011, Wilson, J.) (motion to strike was denied because the facts, as alleged, implied that the parties to the insurance contract intended for the insurance company to have a direct obligation to the plaintiff and that the plaintiff should be a third-party beneficiary to the insurance).   Since the complaint also alleges that the third-party defendant failed to pay for the authorized repairs, the third-party plaintiffs have sufficiently alleged that the third-party defendant breached an obligation it owed to Gabby's Auto, LLC as a third-party beneficiary.

II

BREACH OF IMPLIED CONTRACT

The third-party defendant moves to strike count two of the third-party plaintiffs' complaint on the ground that the claim for breach of implied contract is legally insufficient.   Specifically, the third-party defendant argues that the third-party plaintiffs failed to allege that the third-party defendant had authority to repair the vehicle in question.   Without this authority, the third-party defendant could not impliedly assent to a contract for repairs of that vehicle.   Moreover, the third-party defendant argues that there is nothing in the third-party complaint that indicates that the third-party plaintiffs had an expectancy under the plaintiff's contract with the third-party defendant.   The third-party plaintiffs counter that they have sufficiently alleged the elements of breach of implied contract as it pertains to a third-party beneficiary.   The court agrees with the third-party plaintiffs.

The essential elements of a breach of implied contract are “the formation of an agreement, performance by one party, breach of the agreement by the other party and damages.”  (Internal quotation marks omitted.)  Rosato v. Mascardo, supra, 82 Conn.App. 411.  “Whether [a] contract is styled ‘express' or ‘implied’ ⁴ involves no difference in legal effect, but lies merely in the mode of manifesting assent.”  (Internal quotation marks omitted.)   Boland v. Catalano, 202 Conn. 333, 337, 521 A.2d 142 (1987).  “A contract implied in fact, like an express contract, depends on actual agreement.”   (Internal quotation marks omitted.)  Coelho v. Posi–Seal International, Inc., 208 Conn. 106, 111, 544 A.2d 170 (1988).  “A true implied [in fact] contract can only exist ․ where there is no express one.   It is one which is inferred from the conduct of the parties though not expressed in words.   Such a contract arises where a plaintiff, without being requested to do so, renders services under circumstances indicating that he expects to be paid therefore, and the defendant, knowing such circumstances, avails himself of the benefit of those services.   In such a case, the law implies from the circumstances, a promise by the defendant to pay the plaintiff what those services are reasonably worth ․ Although both express contracts and contracts implied in fact depend on actual agreement ․ [i]t is not fatal to a finding of an implied contract that there were no express manifestations of mutual assent if the parties, by their conduct, recognized the existence of contractual obligations.”  (Citations omitted;  internal quotation marks omitted.)   Janusauskas v. Fichman, 264 Conn. 796, 804–05, 826 A.2d 1066 (2003).

In the present case, the third-party plaintiffs allege that the plaintiff agreed to pay Gabby's Auto, LLC in exchange for Gabby's Auto, LLC providing services to the plaintiff in the form of repairs to the plaintiff's vehicle.   On or about January 2008, the third-party defendant authorized the repair of the plaintiff's vehicle under the plaintiff's insurance policy and estimated that the repairs would cost $5,900.70.   Gabby's Auto, LLC performed the repair services on the plaintiff's vehicle, expecting to be compensated for such repairs as covered under the plaintiff's insurance policy.   The third-party defendant, aware of the circumstances of the repairs on the plaintiff's vehicle, availed itself of the benefits of the repairs.   Viewing the allegations in a light most favorable to sustaining their legal sufficiency, the third-party plaintiffs have alleged facts sufficient to support a claim that an implied in fact contract existed, namely, that the third-party defendant would be bound to pay for the authorized repairs performed on the plaintiff's vehicle by Gabby's Auto, LLC. Furthermore, since the third-party plaintiffs also allege that the third party defendant failed to pay for the authorized repairs, the third-party plaintiffs have sufficiently alleged that the third-party defendant breached an obligation it owed to Gabby's Auto, LLC for performing the repairs.   See Rampage Marketing Services v. Simpson, Superior Court, judicial district of Windham, Docket No. CV–08–50027035–S (May 27, 2009, Riley, J.) (the plaintiff sufficiently alleged a claim for breach of implied in fact contract against the defendant).

III

PROMISSORY ESTOPPEL

In moving to strike the promissory estoppel claim, the third-party defendant argues that this claim is legally insufficient because the claim is asserted in a conclusory fashion without a supporting factual basis.   The third-party defendant particularly notes that the allegations do not allege that the third-party plaintiffs exercised due diligence.   The third-party plaintiffs counter that they have properly alleged a claim for promissory estoppel.   This court agrees with the third-party plaintiffs.

“[U]nder the doctrine of promissory estoppel [a] promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and which does induce such action or forbearance is binding if injustice can be avoided only by enforcement of the promise.   A fundamental element of promissory estoppel, therefore, is the existence of a clear and definite promise which a promissory could reasonably have expected to induce reliance.   Thus, a promisor is not liable to a promisee who has relied on a promise if, judged by an objective standard, he had no reason to expect any reliance at all.”  (Internal quotation marks omitted.)   D'Uisee–Cupo v. Board of Directors of Notre Dame High School, 202 Conn. 206, 213, 520 A.2d 217 (1987).

In the present case, the third-party plaintiffs have asserted facts sufficient to assert a promissory estoppel claim.   Specifically, they allege that the third-party defendant promised to pay for the repair services performed by Gabby's Auto, LLC when it authorized the various repairs on the plaintiff's vehicle.   Additionally, Gabby's Auto, LLC reasonably relied on this promise when it performed the repair services on the plaintiff's vehicle, and the promise of payment induced Gabby's Auto, LLC to perform such repairs on the plaintiff's vehicle.   As a result of the third-party defendant's failure to pay for the authorized repairs, Gabby's Auto, LLC has suffered damages.   Viewing these allegations in a light most favorable to sustaining their legal sufficiency, the third-party plaintiffs have alleged facts sufficient to support a claim sounding in promissory estoppel.   See Shoreline Shellfish, LLC v. Branford, Superior Court, judicial district of New Haven, Docket No. CV–13–604558 (April 8, 2014, Nazzaro, J.) (the plaintiff's allegations sufficiently alleged the essential elements of a general cause of action sounding in promissory estoppel).

The third-party defendant insists that the promissory estoppel count fails because there is no express allegation that the third-party plaintiffs exercised “due diligence” to know the truth of the third-party defendant's alleged representations.   There are unofficially reported cases that support the third-party defendant's position.   See, e.g., Bubbico v. Marinelli, Superior Court, judicial district of New Britain, Docket No. CV–07–5003642–S (December 11, 2007, Shapiro, J.).   This court, however, rejects this argument.   The third-party defendant's argument, and the cases on which it relies, appear to confound the elements of promissory estoppel with the elements of equitable estoppel.⁵

IV

UNJUST ENRICHMENT AND QUANTUM MERUIT

The third-party defendant moves to strike count four alleging unjust enrichment and count five alleging quantum meruit on the same ground:  that the third-party complaint fails to allege that the third-party defendant received any “benefit” sufficient to satisfy the elements of these claims.   The third-party plaintiffs counter that they have properly alleged claims of unjust enrichment and quantum meruit.   The court agrees with the third-party plaintiffs.

“Unjust enrichment is a legal doctrine to be applied when no remedy is available pursuant to a contract ․ In order for the plaintiff to recover under the doctrine, it must be shown that the defendants were benefited, that the benefit was unjust in that it was not paid for by the defendants, and that the failure of payment operated to the detriment of the plaintiff.”  (Internal quotation marks omitted.)  Stratford v. Wilson, 151 Conn.App. 39, 49, 94 A.3d 644, cert. denied, 314 Conn. 911, 100 A.3d 403 (2014).  “This doctrine is based upon the principle that one should not be permitted unjustly to enrich himself at the expense of another but should be required to make restitution of or for property received, retained or appropriated ․ The question is:  Did [the party liable], to the detriment of someone else, obtain something of value to which [the party liable] was not entitled?”  (Internal quotation marks omitted.)  New Hartford v. Connecticut Resources Recovery Authority, 291 Conn. 433, 452, 970 A.2d 592 (2009).

“Quantum meruit is a theory of contract recovery that does not depend upon the existence of a contract, either express or implied in fact ․ Rather, quantum meruit arises out of the need to avoid unjust enrichment to a party, even in the absence of an actual agreement ․ Quantum meruit literally means “as much as he has deserved.”  (Internal quotation marks omitted.)  McCullough v. Waterside Associates, 102 Conn.App. 23, 28 n.4, 925 A.2d 352, cert. denied, 284 Conn. 905, 931 A.2d 264 (2007).  “Quantum meuit is the remedy available to a party when the trier of fact determines that an implied contract for services existed between the parties, and that, therefore, the plaintiff is entitled to the reasonable value of services rendered ․ The pleadings must allege facts to support the theory that the defendant, by knowingly accepting the services of the plaintiff and representing to her that she would be compensated in the future, impliedly promised to pay her for the services she rendered.”  (Internal quotation marks omitted.)  Schreiber v. Connecticut Surgical Group, P.C., 96 Conn.App. 731, 737, 901 A.2d 1277 (2006).

In this case, the third-party defendant indicates that the third-party complaint alleges that the third-party plaintiff performed services on the plaintiff's vehicle.   Based on this allegation, the third-party defendant contends that these repairs provided a benefit to the plaintiff, but none to Geico.   Consequently, according to the third-party defendant, the third-party plaintiff's unjust enrichment and quantum meruit claims must fail because it has not received any benefit as required to assert these causes of action.   As the third-party defendant raises in its motion to strike, “How does one benefit from repairs to a car [it] does not own?”   The answer to this question is that based on the well pleaded allegations, to the expense or financial detriment of the third-party plaintiffs, the third-party defendant received a benefit by having a financial obligation it owed under its insurance contract fully satisfied without it incurring any cost or expense for this satisfaction.   Such a claim is sufficient to assert a benefit to the third-party defendant.   In turn, these allegations are sufficient to assert claims for unjust enrichment and quantum meruit.

CONCLUSION

Therefore, for the foregoing reasons, the motion to strike is denied.

So ordered this 28th day of January 2015.

STEVENS, J.

FOOTNOTES

FN1. Pursuant to two requests to revise, the plaintiff filed revised complaints on April 20, 2010 and March 31, 2014.   The complaint dated March 31, 2014 is the operative complaint in the underlying action..  FN1. Pursuant to two requests to revise, the plaintiff filed revised complaints on April 20, 2010 and March 31, 2014.   The complaint dated March 31, 2014 is the operative complaint in the underlying action.

FN2. For purposes of this decision, Gabby's Auto, LLC and Richard A. Gabianelli, Jr. will be referred to as the defendants or the third-party plaintiffs..  FN2. For purposes of this decision, Gabby's Auto, LLC and Richard A. Gabianelli, Jr. will be referred to as the defendants or the third-party plaintiffs.

FN3. For purposes of this decision, Geico will be referred to as the third-party defendant..  FN3. For purposes of this decision, Geico will be referred to as the third-party defendant.

FN4. “The term ‘implied contract’ ․ often leads to confusion because it can refer to an implied in fact contract or to an implied in law contract.   An implied in fact contract is the same as an express contract except that assent is not expressed in words, but is implied from the conduct of the parties ․ On the other hand, an implied in law contract is not a contract, but an obligation which that law creates out of the circumstances present, even though a party did not assume the obligation ․ It is based on equitable principles to operate whenever justice requires compensation to be made ․ An implied in law contract may arise due to one party being unjustly enriched to the detriment of the other party ․ Accordingly, an implied in law contract is another name for a claim for unjust enrichment.”  (Citations omitted;  internal quotation marks omitted.)   Vertex, Inc. v. Waterbury, 278 Conn. 557, 573–74, 898 A.2d 178 (2006)..  FN4. “The term ‘implied contract’ ․ often leads to confusion because it can refer to an implied in fact contract or to an implied in law contract.   An implied in fact contract is the same as an express contract except that assent is not expressed in words, but is implied from the conduct of the parties ․ On the other hand, an implied in law contract is not a contract, but an obligation which that law creates out of the circumstances present, even though a party did not assume the obligation ․ It is based on equitable principles to operate whenever justice requires compensation to be made ․ An implied in law contract may arise due to one party being unjustly enriched to the detriment of the other party ․ Accordingly, an implied in law contract is another name for a claim for unjust enrichment.”  (Citations omitted;  internal quotation marks omitted.)   Vertex, Inc. v. Waterbury, 278 Conn. 557, 573–74, 898 A.2d 178 (2006).

FN5. The defense of equitable estoppel has been described as follows:  “[T]he party against whom [equitable] estoppel is claimed must do or say something calculated or intended to induce another party to believe that certain facts exist and to act on that belief;  and the other party must change its position in reliance on those facts, thereby incurring some injury ․ Moreover, it is the burden of the person claiming the estoppel to show that he exercised due diligence to ascertain the truth and that he not only lacked knowledge of the true state of things but had no convenient means of acquiring that knowledge.”  (Citations omitted;  internal quotation marks omitted.)  Boyce v. Allstate Ins. Co., 236 Conn. 375, 385–86, 673 A.2d 77 (1996).The defense of equitable estoppel is distinguishable from the claim of promissory estoppel.  “[O]ur Supreme Court has underscored the fundamental difference between equitable estoppel and promissory estoppel by relying upon the second edition of American Jurisprudence ․ The second edition of American Jurisprudence provides, in particular that ‘[p]romissory estoppel involves a clear and definite promise while equitable estoppel involves only representations and inducements.   Promissory estoppel is applicable to promises while equitable estoppel is applicable to misstatements of fact.   The representations at issue in promissory estoppel go to future intent while equitable estoppel involves statements of past or present fact ․ Whereas promissory estoppel is used offensively, to create a cause of action, equitable estoppel functions defensively to bar a party from ․ instituting an action that it is entitled to institute.’  “ (Citations omitted;  emphasis omitted.)  TD Bank, N.A. v. M.J. Holdings, LLC, 143 Conn.App. 322, 339, 71 A.2d 541 (2013)..  FN5. The defense of equitable estoppel has been described as follows:  “[T]he party against whom [equitable] estoppel is claimed must do or say something calculated or intended to induce another party to believe that certain facts exist and to act on that belief;  and the other party must change its position in reliance on those facts, thereby incurring some injury ․ Moreover, it is the burden of the person claiming the estoppel to show that he exercised due diligence to ascertain the truth and that he not only lacked knowledge of the true state of things but had no convenient means of acquiring that knowledge.”  (Citations omitted;  internal quotation marks omitted.)  Boyce v. Allstate Ins. Co., 236 Conn. 375, 385–86, 673 A.2d 77 (1996).The defense of equitable estoppel is distinguishable from the claim of promissory estoppel.  “[O]ur Supreme Court has underscored the fundamental difference between equitable estoppel and promissory estoppel by relying upon the second edition of American Jurisprudence ․ The second edition of American Jurisprudence provides, in particular that ‘[p]romissory estoppel involves a clear and definite promise while equitable estoppel involves only representations and inducements.   Promissory estoppel is applicable to promises while equitable estoppel is applicable to misstatements of fact.   The representations at issue in promissory estoppel go to future intent while equitable estoppel involves statements of past or present fact ․ Whereas promissory estoppel is used offensively, to create a cause of action, equitable estoppel functions defensively to bar a party from ․ instituting an action that it is entitled to institute.’  “ (Citations omitted;  emphasis omitted.)  TD Bank, N.A. v. M.J. Holdings, LLC, 143 Conn.App. 322, 339, 71 A.2d 541 (2013).

Stevens, Barry K., J.