On Site Energy Corp. v. Sperry Rand Corp.

498 A.2d 121, 5 Conn. App. 326, 1985 Conn. App. LEXIS 1146
CourtConnecticut Appellate Court
DecidedSeptember 24, 1985
Docket2520; 2597
StatusPublished
Cited by17 cases

This text of 498 A.2d 121 (On Site Energy Corp. v. Sperry Rand Corp.) 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
On Site Energy Corp. v. Sperry Rand Corp., 498 A.2d 121, 5 Conn. App. 326, 1985 Conn. App. LEXIS 1146 (Colo. Ct. App. 1985).

Opinion

Spallone, J.

The defendant is appealing from a judgment rendered for the plaintiff after a trial to the court.

The facts as found by the trial court are essentially as follows: The plaintiff, On Site Energy Corporation (On Site) is a Connecticut corporation which was formed in 1967 by Arthur Pivirotto. The purpose of the corporation was to design and lease on site electric generating stations. An on site generating plant consists of gas or diesel engines and the electric generators required to provide all the necessary electric, heating and cooling energy systems for a factory location.

On November 29,1966, the defendant Sperry Rand Corporation (Sperry), through its then Remington Electric Shaver Division, entered into an agreement with the A. G. & T. Realty & Construction Company (A. G. 6 T.) to lease a plant owned by A. G. & T. located in Milford.

On August 18,1967, On Site and Sperry entered into an equipment lease agreement. This equipment lease agreement was extended on December 30, 1971, to May 31, 1975. The equipment lease ran concurrently with the term of the A. G. & T. and Sperry property lease. Under separate operating agreements, also dated August 18, 1967, On Site undertook to operate and maintain the leased equipment for Sperry.

[328]*328The equipment lease, in paragraph ten, provides: “10. Upon the termination of this lease, Lessor, at its expense, shall remove the equipment from Lessee’s premises and Lessor agrees to reimburse Lessee for the actual cost of repairing any damage to said premises caused by such removal and restoring said premises to a condition reasonably satisfactory to Lessee. Such reimbursement shall be made by Lessor promptly upon Lessee’s demand therefor.”

The operating agreement essentially provided that On Site was to provide the labor and expertise to operate, maintain and repair and make necessary replacements to the equipment installed so as to keep the equipment running at a certain level of efficiency.

The equipment was installed and was operated by On Site without incident until 1975. Shortly after March 6, 1975, On Site received a letter from Sperry. The letter informed On Site that Sperry did not intend to renew the lease, and that it would not require On Site’s services after May 31, 1975. In early May, Sperry informed On Site that it would not require service from the leased equipment during the month of May, 1975, and that On Site could adjust the scope of operations, maintenance, repair and replacements of the leased equipment.

On or about April, 1975, Pivirotto learned that A. G. & T. had placed the building on the market for sale. He saw a flier that was distributed by DeScala Associates, a real estate brokerage firm. This flier included a photograph of the energy plant.

During the period from June to July and possibly as late as August, negotiations were taking place between On Site (represented by Pivirotto) and A. G. & T. (represented by Thomas Minogue, Sr.) whereby Pivirotto endeavored either to sell his equipment as a package [329]*329deal along with the Milford plant or, alternatively, to purchase the Milford plant himself. Both deals fell through.

By the fall of 1975, Pivirotto’s relationship with Minogue deteriorated and Minogue instructed Pivirotto to remove his equipment from the building. Minogue insisted that Pivirotto post a $50,000 bond or a personal guaranty prior to the removal of On Site’s equipment from the building. Pivirotto testified that he could not get the required bond after consulting one agency about the bond.

The building in Milford was padlocked, sometime between June and late August, and representatives of On Site lost access to their equipment. The building was apparently padlocked by the owner of the building. Pivirotto then contacted Walter DeGiovanni, who was the superintendent in charge of the operation of the Milford plant for Sperry. He explained to DeGiovanni that he was locked out of the building by the owner of the building; and that the owner required that he post a $50,000 bond for repair to the building, if he was to be permitted to remove the equipment; and that he was unable to get the bond. He asked DeGiovanni what Sperry could do to remove the equipment. DeGiovanni replied that Sperry could not do anything because the contracts had expired.

As to the time required for the removal of the equipment, there was conflicting testimony ranging from three to four days with two months advance planning and coordination, to sixty to ninety days, including planning time.

On January 7, 1976, On Site instituted an action in replevin against A. G. & T. On Site also sought a prejudgment remedy to attach the Milford plant for the sum of $200,000. The prejudgment remedy was denied [330]*330and summary judgment was granted in favor of A. G. & T. On Site did not appeal from that judgment and never regained possession of the equipment.

In September, 1976, On Site brought the present action seeking damages for breach of contract and for negligence. After a full trial, the court rendered judgment for the plaintiff in the amount of $287,100, plus costs.

The defendant has appealed claiming, essentially, that the court erred in applying the general principles of law regarding bailments instead of basing its conclusions on the express contract between the parties. We agree.

Both parties agree that their contract relationship was a bailment. They disagree, however, as to whether general principles of bailment or the contract should govern. Where rights, duties and obligations are fully stated in a written contract between the parties, the court is obligated to determine the intention of the parties “ ‘from the language used interpreted in the light of the situation of the parties and the circumstances connected with the transaction. The question is not what intention existed in the minds of the parties but what intention is expressed in the language used.’ ” (Citations omitted.) Leonard Concrete Pipe Co. v. C. W. Blakeslee & Sons, Inc., 178 Conn. 594, 598, 424 A.2d 277 (1979). It is not within the power of the court to make a new and different agreement. Jay Realty, Inc. v. Ahearn Development Corporation, 189 Conn. 52, 55, 453 A.2d 771 (1983). Contracts voluntarily and fairly made should be held valid and enforced by the courts. Collins v. Sears, Roebuck & Co., 164 Conn. 369, 377, 321 A.2d 444 (1973). “It is axiomatic that a party is entitled to rely upon its written contract as the final integration of its rights and duties. Farmers & Mechanics Savings Bank v. First Federal Savings & [331]*331Loan Assn., 167 Conn. 294, 302, 355 A.2d 260 [1974].” Zullo v. Smith, 179 Conn. 596, 601, 427 A.2d 409 (1980).

Here, the contract between the parties expressed the agreement between them, and in clear, unequivocal and unambiguous language detailed their obligations to each other.

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

Related

Matzke v. Acsys, Eincorporated, No. Cv 01-0811707 (Jun. 25, 2002)
2002 Conn. Super. Ct. 8203-bs (Connecticut Superior Court, 2002)
Fontaine v. Colt's Manufacturing Co., No. Cv-99-0594929 (Mar. 20, 2002)
2002 Conn. Super. Ct. 3869 (Connecticut Superior Court, 2002)
Matzke v. Acsys, Inc., No. Pjr Cv 01-0811707 (Dec. 21, 2001) Ct Page 17268
2001 Conn. Super. Ct. 17267 (Connecticut Superior Court, 2001)
Regency Savings Bank v. Westmark Part., No. Cv97-032 96 14 S (Apr. 3, 2001)
2001 Conn. Super. Ct. 4838 (Connecticut Superior Court, 2001)
Detroit Institute of Arts Founders Society v. Rose
127 F. Supp. 2d 117 (D. Connecticut, 2001)
Utica First Insurance v. McGuire, No. 400522 (Dec. 4, 1998)
1998 Conn. Super. Ct. 14578 (Connecticut Superior Court, 1998)
Federal Deposit Insurance v. M.F.P. Realty Associates
870 F. Supp. 451 (D. Connecticut, 1994)
Sgro v. Getty Petroleum Corp.
854 F. Supp. 1164 (D. New Jersey, 1994)
Crawford v. Dover Investment, No. 68619 S (Apr. 5, 1994)
1994 Conn. Super. Ct. 3488 (Connecticut Superior Court, 1994)
Ferryman v. City of Groton, No. 501482 (Jun. 11, 1991)
1991 Conn. Super. Ct. 5492 (Connecticut Superior Court, 1991)
Car Tunes, Inc. v. Morris, No. 082057 (Mar. 13, 1991)
1991 Conn. Super. Ct. 2431 (Connecticut Superior Court, 1991)
Dipiro v. Cole Associates, Inc., No. 27 58 07 (Mar. 10, 1991)
1991 Conn. Super. Ct. 1994 (Connecticut Superior Court, 1991)
Kronholm v. Kronholm
547 A.2d 61 (Connecticut Appellate Court, 1988)
Hartmann v. Black & Decker Manufacturing Co.
547 A.2d 38 (Connecticut Appellate Court, 1988)
On Site Energy Corp. v. Sperry Rand Corp.
501 A.2d 388 (Supreme Court of Connecticut, 1985)

Cite This Page — Counsel Stack

Bluebook (online)
498 A.2d 121, 5 Conn. App. 326, 1985 Conn. App. LEXIS 1146, Counsel Stack Legal Research, https://law.counselstack.com/opinion/on-site-energy-corp-v-sperry-rand-corp-connappct-1985.