Harris Calorific Sales Co. v. Manifold Systems, Inc.

559 A.2d 241, 18 Conn. App. 559, 1989 Conn. App. LEXIS 175
CourtConnecticut Appellate Court
DecidedJune 6, 1989
Docket6921
StatusPublished
Cited by36 cases

This text of 559 A.2d 241 (Harris Calorific Sales Co. v. Manifold Systems, Inc.) is published on Counsel Stack Legal Research, covering Connecticut Appellate Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Harris Calorific Sales Co. v. Manifold Systems, Inc., 559 A.2d 241, 18 Conn. App. 559, 1989 Conn. App. LEXIS 175 (Colo. Ct. App. 1989).

Opinion

Jacobson, J.

The defendant appeals from the judgment of the trial court ordering it to pay the plaintiff a specified amount under a contract between the parties. The defendant claims that the trial court erred (1) in concluding that an agreement made by the parties on September 11, 1984, had modified an earlier contract executed by them on December 10, 1982, (2) in finding that the plaintiff had received the defendant’s [561]*561consent, as required in the earlier agreement, to transact business with a customer with whom the plaintiff was prohibited to deal under the terms of a noncompe-tition clause in the earlier agreement, (3) in awarding interest to the plaintiff after finding that the defendant had wrongfully withheld payment due the plaintiff under the contract, and (4) in denying the defendant’s two postjudgment motions for special findings. We find no error.

The plaintiff is in the business of selling welding supplies, and the defendant manufactures manifolds intended for the distribution of gas. About 1980, two individuals, David McQuay and Leonard Johnson, formed Manifold Systems, Inc., each retaining a one half interest in the corporation. On December 10,1982, they signed an agreement whereby McQuay, doing business as the plaintiff, Harris Calorific Sales Co., Inc., sold his interest in the corporation to the defendant. The agreement contained a clause prohibiting the plaintiff from competing with the defendant for three years without its written consent.1 The purchase price of the buyout was $38,400; the defendant was to pay the plaintiff a set amount upon signing the agreement and the remainder was to be paid in quarterly installments. Additionally, after each of three years following the date of the agreement, the plaintiff was to receive 25 percent of the annual gross sales by Manifold Systems, Inc., “to the General Electric facility presently located in Lynn, Massachusetts,” less the set figure of $8300.

McQuay asserted that, in 1984, he was contacted by a purchasing agent from General Electric who inquired [562]*562about purchasing certain equipment. The defendant had had no prior dealings with this purchasing agent. Because the defendant manufactured the equipment that General Electric sought, McQuay contacted Johnson about a potential sale. Following a series of negotiations, the parties signed an agreement on September 11, 1984. The plaintiff was to receive $7641, 25 percent of the total invoiced to the General Electric Company by the defendant, in exchange for turning over to the defendant the purchase orders it had received from General Electric.

The defendant filled the orders and received full payment from General Electric. Despite demands from the plaintiff, the defendant refused to pay, and the plaintiff instituted this action.

The defendant, in its answer, alleged four special defenses. It maintained (1) that the plaintiff already had been paid for the purchase orders under the terms of the buyout agreement, (2) that the later written agreement was void because the defendant signed it under extreme duress, concerned that General Electric would cease doing business with it if the plaintiff and defendant “were to come into conflict over the order,” (3) that the plaintiffs procurement of the purchase orders violated the noncompetition clause in the earlier agreement, and (4) that the later agreement lacked consideration because the defendant already was entitled to the orders under the terms of the earlier agreement. The defendant also counterclaimed, claiming damages for the plaintiff’s breach of the noncompe-tition clause in the earlier agreement, and for damages resulting from the parties’ duress-induced agreement.

The trial court found that the later agreement was valid and that the defendant had signed it without duress. It further found that the parties intended the later agreement to modify the earlier agreement; alter[563]*563natively, it found that the later agreement constituted a sufficient written consent by the defendant, as required in the earlier agreement, for the plaintiff to have transacted business with the customer. After finding the defendant’s withholding of the amount due to the plaintiff wrongful, it awarded the plaintiff interest, as well as damages. This appeal followed.

The defendant’s first claim of error challenges the trial court’s finding that the later agreement modified the earlier one. As an appellate court, our review of trial court decisions is limited to determining whether their legal conclusions are legally and logically correct, supported by facts set out in the memorandum of decision. Pandolphe’s Auto Parts, Inc. v. Manchester, 181 Conn. 217, 221-22, 435 A.2d 24 (1980). If the factual basis of the court’s decision is challenged, our review includes determining “whether the facts set out in the memorandum of decision are supported by the evidence or whether, in light of the evidence and the pleadings in the whole record, those facts are clearly erroneous.” Id. Reviewed within these well established bounds, we find the trial court’s decision that the later agreement modified the earlier one was not erroneous.

“ ‘Whether a contract exists is a question of fact for the court to determine.’ Randolph Construction Co. v. Kings East Corporation, 165 Conn. 269, 277, 334 A.2d 464 (1973); Finley v. Aetna Life & Casualty Co., 5 Conn. App. 394, 408, 499 A.2d 64 (1985) [rev’d on other grounds, 202 Conn. 190, 520 A.2d 208 (1987)]. Parties may alter any term of an existing contract by entering into a subsequent contract. Mutual promises qualify as sufficient consideration for a binding contract. Gordon v. Indusco Management Corporation, 164 Conn. 262, 267-68, 320 A.2d 811 (1973); Taft Realty Corporations. Yorkhaven Enterprises, Inc., 146 Conn. 338, 342, 150 A.2d 597 (1959). ‘For a valid modification, there must be mutual assent to the meaning and con[564]*564ditions of the modification and the parties “must assent to the same thing in the same sense ... if they are to vary the contract in any way.” ’ Lar-Rob Bus Corporation v. Fairfield, 170 Conn. 397, 402, 365 A.2d 1086 (1976). ‘The meaning to be given subsequent agreements, therefore, depends on the intention of the parties. As intention is an inference of fact, “the conclusion is not reviewable unless it was one which the trier could not reasonably make.” ’ (Citations omitted.) Id., 402-403.” Manzin v. United Bank & Trust Co., 6 Conn. App. 513, 516, 506 A.2d 169 (1986).

Given these principles, our question becomes, on appeal, whether the evidence presented to the trial court supported that court’s conclusion that the newer agreement modified the earlier one.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Ricottelli v. Saul
D. Connecticut, 2020
Association Resources, Inc. v. Wall
2 A.3d 873 (Supreme Court of Connecticut, 2010)
Northington Partners v. Executive Risk, No. X03 Cv99 0506449s (Oct. 3, 2002)
2002 Conn. Super. Ct. 12581 (Connecticut Superior Court, 2002)
Coniglio v. White
804 A.2d 990 (Connecticut Appellate Court, 2002)
Kelesidis v. Discovernet, Inc., No. Cv01 0183373 S (Dec. 14, 2001)
2001 Conn. Super. Ct. 16538 (Connecticut Superior Court, 2001)
Keefe v. Norwalk Cove Marina, Inc.
749 A.2d 1219 (Connecticut Appellate Court, 2000)
Paulus v. LaSala
742 A.2d 379 (Connecticut Appellate Court, 1999)
New England Rock Services, Inc. v. Empire Paving, Inc.
731 A.2d 784 (Connecticut Appellate Court, 1999)
Levesque Builders, Inc. v. Hoerle
717 A.2d 252 (Connecticut Appellate Court, 1998)
Lawler v. Blazawski, No. Cv 94 0056909 S (Feb. 11, 1998)
1998 Conn. Super. Ct. 1651 (Connecticut Superior Court, 1998)
New England Rock Serv. v. Empire Paving, Inc., No. 540878 (Oct. 31, 1997)
1997 Conn. Super. Ct. 10976 (Connecticut Superior Court, 1997)
Evans Cooling Associates v. Reid Riege, No. Cv 950069425 (Sep. 6, 1996)
1996 Conn. Super. Ct. 5530 (Connecticut Superior Court, 1996)
Foley v. Huntington Co.
682 A.2d 1026 (Connecticut Appellate Court, 1996)
Thomas v. Mazzucco, No. Cv 94 0064678 (Apr. 23, 1996)
1996 Conn. Super. Ct. 3176 (Connecticut Superior Court, 1996)
United States ex rel. Balf Co. v. Casle Corp.
895 F. Supp. 420 (D. Connecticut, 1995)
US ON BEHALF OF & FOR USE OF BALF v. Casle Corp.
895 F. Supp. 420 (D. Connecticut, 1995)
American Realty Company v. Villafane, No. 950280068 (Mar. 27, 1995)
1995 Conn. Super. Ct. 2510-F (Connecticut Superior Court, 1995)
Republic Insurance v. Pat Dinardo Auto Sales, Inc.
678 A.2d 516 (Connecticut Superior Court, 1995)
Smith & Smith Building Corp. v. DeLuca
654 A.2d 368 (Connecticut Appellate Court, 1995)
A. Prete Son Cons. v. Town, Madison, No. Cv 91-03103073-S (Oct. 4, 1994)
1994 Conn. Super. Ct. 10068-D (Connecticut Superior Court, 1994)

Cite This Page — Counsel Stack

Bluebook (online)
559 A.2d 241, 18 Conn. App. 559, 1989 Conn. App. LEXIS 175, Counsel Stack Legal Research, https://law.counselstack.com/opinion/harris-calorific-sales-co-v-manifold-systems-inc-connappct-1989.