Steeltech Building Products, Inc. v. Edward Sutt Associates, Inc.

559 A.2d 228, 18 Conn. App. 469, 1989 Conn. App. LEXIS 158
CourtConnecticut Appellate Court
DecidedMay 30, 1989
Docket6236
StatusPublished
Cited by15 cases

This text of 559 A.2d 228 (Steeltech Building Products, Inc. v. Edward Sutt Associates, 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
Steeltech Building Products, Inc. v. Edward Sutt Associates, Inc., 559 A.2d 228, 18 Conn. App. 469, 1989 Conn. App. LEXIS 158 (Colo. Ct. App. 1989).

Opinion

O’Connell, J.

The defendants, Edward Sutt Associates, Inc. (the corporation), and Edward Sutt, individually (Sutt), appeal from the judgment rendered after a trial to the court in an action to recover damages for breach of contract or, in the alternative, under a theory of quantum meruit. They claim that the trial court erred in finding that a contract existed between the parties. In the alternative, they claim that, if there was a contract, the court erred in determining the type and amount of damages recoverable, and in holding the defendant Sutt individually liable. We find no error.

The trial court found that, in response to the defendants’ solicitation of bids, the plaintiff’s employees John Denton and Kent Hammerlind had met on January 27, 1984, with Sutt and his architect, Roger Braley, at the Southgate Condominium project site to present their written bid of $188,700 for their role in that project. Sutt responded that they were waiting for another bid. He and Braley went into another room and contacted a third party who gave them an oral bid.

Upon returning to Denton and Hammerlind, Braley told them that their price was good and asked that they get started immediately. Denton responded by asking Sutt if they had a deal. Sutt replied, “Yes, it’s your job,” and they shook hands. Braley, Denton and Ham-merlind spent the next one and one-half hours going over the project specifications. During this time, Den-ton produced a “proposal and contract” form for Sutt to sign. Sutt declined, however, saying that he wanted to examine it over the weekend. As an alternative, he agreed to prepare and sign a letter of intent. Shortly thereafter, Denton and Hammerlind offered to take Sutt and Braley to lunch to celebrate their deal. Sutt declined and said he would have the letter of intent ready when they returned. After lunch, the letter was produced but Sutt was unavailable to sign it. As a result, the parties agreed that it would be mailed to [471]*471the plaintiffs office. Upon leaving, Denton and Ham-merlind were given a set of drawings and the original copy of the foundation plans for the project.

Shortly after the January 27,1984 meeting, the plaintiff’s structural design engineers commenced preparation of drawings for the defendant’s approval. They also reserved a time slot in their steel fabrication shop from the last week in February through the third week in March for the Southgate project in accordance with the timetable agreed upon by the parties.

The parties were in frequent contact between February 1 and February 13, despite Sutt’s failure to mail the signed letter of intent or the proposal and contract form. During that time, the plaintiff drew up written plans, which Braley reviewed, and the parties negotiated minor changes to the plans and price adjustments. On February 20, however, Sutt telephoned Denton to say that the plaintiff had lost the job by $7000 to another bidder.

At the conclusion of the trial, the court rendered judgment in favor of the plaintiff awarding it $52,000 for lost profits, general administrative overhead, idle labor and actual labor costs.1

In their first claim, the defendants argue that the trial court erred in finding that a contract existed between the parties because the defendants had not signed the plaintiff’s proposal and contract form or the letter of intent.

It is a fundamental principle of contract law that the existence and terms of a contract are to be determined from the intent of the parties. Menard v. Gentile, 7 Conn. App. 211, 213, 508 A.2d 456 (1986). The parties’ intentions manifested by their acts and words are [472]*472essential to the court’s determination of whether a contract was entered into and what its terms were. Finley v. Aetna Life & Casualty Co., 202 Conn. 190, 199, 520 A.2d 208 (1987). Whether the parties intended to be bound without signing a formal written document is an inference of fact for the trial court that we will not review unless we find that its conclusion is unreasonable. Menard v. Gentile, supra, 213. Our examination of the record satisfies us that the trial court’s determination that a contract existed was a reasonable conclusion supported by the evidence.

Having found that a contract existed, we now turn to the defendants' claims that the court erred in calculating damages. They argue first that the trial court’s finding of $24,900 in lost profits was unsupported by the evidence. In addition, they argue that the separate award of $11,987 for general and administrative overhead expenses is included in the lost profits figure and, in effect, was awarded twice. Last, they argue that the court erred in awarding $14,462 for “idle labor” costs.

At the outset, in a breach of contract action for damages, the aggrieved party is entitled to be placed in the same economic position it would have been in if the contract had been performed. West Haven Sound Development Corporation v. West Haven, 207 Conn. 308, 317, 541 A.2d 858 (1988); Beckman v. Jalich Homes, Inc., 190 Conn. 299, 309, 460 A.2d 488 (1983). Such party may recover lost profits which do not need to be proven by mathematical precision. West Haven Sound Development Corporation v. West Haven, 201 Conn. 305, 320-21, 514 A.2d 734 (1986); Southern New England Contracting Co. v. State, 165 Conn. 644, 661, 345 A.2d 550 (1974).

The trial court found that the plaintiff’s lost profits totaled $24,900 which included “buy-outs” of materi-[473]*473ais and services to be performed.2 The testimony of the plaintiffs chief executive officer and exhibits prepared by its certified public accountant formed the factual basis upon which the court reasonably concluded that the sum equalled the plaintiffs lost profits. Moreover, it clearly established that the plaintiff did not calculate general office and administrative overhead expenses in its lost profits figure. Rather, it presented evidence of these expenses separately. Such evidence amply supports the trial court’s award of $11,987. See Southern New England Contracting Co. v. State, supra, 660-63. Therefore, the defendants’ arguments relating to the lost profits award are meritless.

Turning to the defendants’ claim concerning the court’s award of idle labor costs, they argue that the plaintiff failed to prove that these costs were proximately caused by the defendants’ breach and that they were reasonably foreseeable. In addition, they argue that the plaintiff failed to make all reasonable efforts to mitigate such loss.

The trial court found that the plaintiff is a relatively small operation that schedules one job per time slot. In accordance with its contract with the defendants, it reserved four weeks, commencing the last week in February, to complete its portion of this project.

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Bluebook (online)
559 A.2d 228, 18 Conn. App. 469, 1989 Conn. App. LEXIS 158, Counsel Stack Legal Research, https://law.counselstack.com/opinion/steeltech-building-products-inc-v-edward-sutt-associates-inc-connappct-1989.