Lussier v. Spinnato

794 A.2d 1008, 69 Conn. App. 136, 2002 Conn. App. LEXIS 178
CourtConnecticut Appellate Court
DecidedApril 9, 2002
DocketAC 21372
StatusPublished
Cited by15 cases

This text of 794 A.2d 1008 (Lussier v. Spinnato) 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
Lussier v. Spinnato, 794 A.2d 1008, 69 Conn. App. 136, 2002 Conn. App. LEXIS 178 (Colo. Ct. App. 2002).

Opinion

DRANGINIS, J.

The plaintiff, Marina Lussier, appeals from the judgment of the trial court denying her motion to vacate an arbitration award in favor of the defendants.1 The plaintiff raises seven issues on appeal.2 We, however, discern only four distinct claims: Whether (1) the court improperly found that two separate agreements constituted the parties’ contract; (2) the [138]*138parties’ agreement provided for arbitration of disputes arising under the contract; (3) the agreement between the parties complied with the Home Improvement Act (act), General Statutes § 20-418 et seq.; and (4) the court improperly denied the plaintiff a hearing on the issue of arbitrability- We affirm the judgment of the trial court.

The following facts are necessary for our resolution of these claims. In 1994, the plaintiffs single-family home was almost completely destroyed by fire. The plaintiff entered into a contract with the defendants to rebuild and renovate the existing structure into a two-family dwelling. The defendants began work on the premises sometime after September 22, 1994, and were paid $161,000 by the plaintiffs insurance company, but had performed work worth $215,000. The plaintiff failed to make a scheduled payment, and the defendants left the work site in July, 1995. The plaintiff hired another contractor to complete the project and to repair allegedly faulty work performed by the defendants.

In March, 1999, the plaintiff filed a demand for arbitration with the American Arbitration Association. The demand was filed pursuant to a written agreement between the parties dated September 8 and 22, 1994. The plaintiff alleged that the defendants breached the contract by failing to complete the work, that they failed to perform work in a workmanlike manner and that the contract was invalid under the act.

In May, 1999, the plaintiff instituted this civil action. The plaintiff filed a motion to stay the arbitration and filed an amended complaint alleging claims similar to those raised at arbitration and added a claim for a judgment declaring that the contract was null and void because it did not comply with the act. The stay was denied, and the arbitration went forward.

After a full hearing in which neither party objected to arbitration, the arbitrator found in favor of the defen[139]*139dants and awarded damages in the amount of $44,000, plus administrative fees. The plaintiff subsequently filed a motion for summary judgment on the declaratory judgment count, which was denied. The court found the contract valid and enforceable and not in violation of the act and, therefore, found the plaintiffs motion for summary judgment moot. The defendants’ motion to confirm the award was granted and the plaintiffs motion to vacate was denied. This appeal followed. Additional facts and history will be set forth as necessary to resolve the issues on appeal.

I

The first issues raised on appeal concern whether the court properly found that the agreements dated September 8 and 22, 1994, constitute a contract that did not violate the act and contained an agreement to arbitrate. The plaintiff claims that the court improperly “rewrote” the agreement between the parties. We are not persuaded.

The following additional facts are necessary for our resolution of this issue. The September 8 document is a three page document entitled, “Multi-Services Contract.” It provides that the defendants were to board up the plaintiffs premises, to make temporary repairs of utilities, to estimate and replace lost landscaping, and to make “[rjepairs oi7or reconstruction of building(s) . . . specifications will follow based upon agreement with owner(s).” The contract also provides for the payment of the defendants through the plaintiffs insurance carrier. The third page is a “notice of cancellation,” signed by the plaintiff and dated September 8. The September 22 document consists of eighteen pages that contain a schedule for payments totaling $234,000 as work is completed. It is signed and dated by both parties and contains a detailed list of work to be done and materials to be used.

[140]*140The court, in its memorandum of decision, stated: “The plaintiff claims, disingenuously, that the contract omits many of the requirements of [General Statutes] § 20-429 (a). The contract here consists of more than one document. When the plaintiff suffered a fire at her residence, she signed a ‘multi-services contract’ dated [September 8,1994] with the defendant to board up the premises, do certain temporary repairs to secure the building, and do the following: ‘Repairs of/or reconstruction of building(s) at above address—work specifications will follow based upon agreement with owner(s).’ On the same day, the proper copies and notice of right to cancel were delivered to her. Within days thereafter, the parties agreed on the scope and price of the remaining work and signed an additional construction agreement that included a detailed list of the work to be performed and new components to be added to the structure. The two documents must be read together as the contract into which the parties entered. Together they contain all of the requirements for a valid home improvement contract and, of course, they contain a valid arbitration clause.”

“The existence of a contract is a question of fact to be determined by the trier on the basis of all the evidence. ... 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. . . . Because the . . . claim involves a finding of fact, we must adhere to the long-standing principle that findings of fact are ordinarily left undisturbed upon judicial review.” (Citation omitted; internal quotation marks omitted.) Cheverie v. Ashcraft & Gerel, 65 Conn. App. 425, 439-40, 783 A.2d 474, cert. denied, 258 Conn. 932, 785 A.2d 228 (2001).

[141]*141“The trial court’s findings are binding upon this court unless they are clearly erroneous in light of the evidence .... We cannot retry the facts or pass on the credibility of the witnesses. ... A finding of fact is clearly erroneous when there is no evidence in the record to support it ... or when although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed.” (Internal quotation marks omitted.) Noble v. White, 66 Conn. App. 54, 60, 783 A.2d 1145 (2001).

“Generally, incorporation by reference of existing documents produces a single contract which includes the contents of the incorporated papers. . . . When parties execute a contract that clearly refers to another document, there is an intent to make the terms and conditions of the other document a part of their agreement, as long as both parties are aware of the terms and conditions of the second document.” (Citation omitted; internal quotation marks omitted.) Morales v. Pentec, Inc., 57 Conn. App. 419, 438, 749 A.2d 47 (2000).

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Bluebook (online)
794 A.2d 1008, 69 Conn. App. 136, 2002 Conn. App. LEXIS 178, Counsel Stack Legal Research, https://law.counselstack.com/opinion/lussier-v-spinnato-connappct-2002.