West Haven Sound Development Corp. v. City of West Haven

514 A.2d 734, 201 Conn. 305, 1986 Conn. LEXIS 959
CourtSupreme Court of Connecticut
DecidedAugust 26, 1986
Docket12624
StatusPublished
Cited by108 cases

This text of 514 A.2d 734 (West Haven Sound Development Corp. v. City of West Haven) is published on Counsel Stack Legal Research, covering Supreme Court of Connecticut primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
West Haven Sound Development Corp. v. City of West Haven, 514 A.2d 734, 201 Conn. 305, 1986 Conn. LEXIS 959 (Colo. 1986).

Opinion

Dannehy, J.

The plaintiff, West Haven Sound Development Corporation, brought this action against the defendant, city of West Haven, to recover damages for an alleged breach of contract. A jury found for the [307]*307plaintiff and awarded damages of $3,100,000. The defendant appealed from the judgment rendered on the verdict.

The parties to this appeal have been involved in litigation for more than eleven years. The facts leading up to the alleged breach have been clearly and adequately set forth in the cases of West Haven v. Impact, 174 Conn. 160, 384 A.2d 353 (1978), and New Haven Savings Bank v. West Haven Sound Development, 190 Conn. 60, 459 A.2d 999 (1983). We will, therefore, limit ourselves to a brief discussion of the facts relevant to the defendant’s claims on appeal.

The jury could reasonably have found that the plaintiff, then doing business under the name of Phyllis’, the defendant, and the West Haven Redevelopment Agency entered into a contract early in 1973. Under the terms of the contract, the defendant conveyed to the plaintiff a parcel of land by a deed containing the condition that the land be used in accordance with the defendant’s urban renewal plan (the plan) for the Savin Rock area of West Haven. The plan, which was also incorporated by reference into the contract, provided that a substantial portion of the land in the Savin Rock area would be developed for commercial, recreational and apartment use. The parties to the contract expressly agreed that there could be no modification of the plan affecting the rights of the redevelopers without their consent. The plaintiff constructed a restaurant facility on its parcel, at a cost of approximately $1,700,000. The restaurant opened for business in December, 1973.

On October 17,1974, a referendum initiated by a civic organization called Impact was passed by the voters of West Haven. The referendum required the city to reverse its course and turn the remaining undeveloped Savin Rock property into a public park. The West [308]*308Haven redevelopment agency then informed all of the existing redevelopers of the referendum and sought their consent to the proposed “modification” of the plan. The plaintiff was one of several redevelopers who withheld consent. Unsure of how next to proceed, the city of West Haven sought a declaratory judgment to determine whether the referendum in fact constituted a modification of the plan within the meaning of General Statutes § 8-136.1 The trial court concluded that the referendum was not a modification of the original plan and that the city could enforce it without the redevelopers’ approval. On appeal to this court that decision was reversed. See West Haven v. Impact, supra.

Between the passage of the referendum and our decision in Impact, redevelopment in the Savin Rock area was at a standstill. In May, 1977, the plaintiffs business closed. The plaintiff then filed this action, alleging that its business had failed because the defendant had breached its contract with the plaintiff by modifying the original redevelopment plan. At trial, the jury found for the plaintiff and awarded damages of $3,100,000. The defendant subsequently moved to set aside the verdict, and for judgment notwithstanding the verdict. The motions were denied.

On appeal, the defendant claims that the trial court erred: (1) in failing to find that the city of West Haven was not the proper defendant; (2) in failing to find that the defendant was excused from fulfilling its contrac[309]*309tual obligations under the doctrine of impossibility of performance; (3) in not setting aside the verdict as excessive; and (4) in allowing certain expert testimony regarding the value of the plaintiffs business. We affirm the trial court’s ruling with respect to the defendant’s liability under the contract; we find error, however, on the issue of damages and remand that issue for further proceedings.

I

Liability

The defendant’s first contention is that the trial court should have found as a matter of law that the city of West Haven was not liable for any failure to implement the plan. The defendant’s contention is premised on the notion that the redevelopment agency, created through a state enabling statute; see General Statutes § 8-126;2 is an agency of the state, and that under the urban renewal statutes in chapter 130, responsibility for redevelopment rests with the agency. From this premise it argues that any failure to implement the plan should be viewed solely as a breach by the redevelopment agency, an entity which the defendant claims is separate and distinct from the city of West Haven.

The defendant’s argument fails for several reasons. First, the city of West Haven was a separate party to the contract itself, and thus even if the redevelopment agency were to be considered a state agency, the town could still be held liable for breach of contract as a principal obligor. In addition, the fact that the West Haven [310]*310redevelopment agency was created in accordance with a state enabling statute does not necessarily make it an agency of the state. General Statutes § 8-126 authorizes municipalities to create a redevelopment agency, but unlike local boards of education which are considered state agencies; see Fowler v. Enfield, 138 Conn. 521, 86 A.2d 662 (1952); the creation of a redevelopment agency is not mandated. In addition, language throughout chapter 130 speaks of a “municipality, acting by and through its redevelopment agency.” See General Statutes §§ 8-134, 8-135. Finally, while redevelopment agencies are granted broad powers under chapter 130 to propose and implement redevelopment plans; see General Statutes §§ 8-127, 8-128, 8-137; ultimate authority to approve a plan, to make substantial modifications in such a plan, and to approve land disposition agreements under a plan remains with the municipality. See General Statutes §§ 8-127, 8-136, 8-137.

The jury heard evidence that the West Haven redevelopment agency was created by the city of West Haven and that its members were appointed by city officials. The jury had before it the contract for the sale of the land to the plaintiff. The parties to the contract were “the West Haven Redevelopment Agency, an agency of the City of West Haven, Connecticut . . . the City of West Haven . . . and The Phyllis’s Incorporated.” (Emphasis added.) The deed of conveyance specifically refers to the West Haven redevelopment agency as “an agency of the City of West Haven, Connecticut, not being a distinct and separate corporate entity.” Extensive evidence was also presented regarding the respective duties of the agency and the city in proposing, approving, implementing and modifying a plan of redevelopment.3 From all of the evidence pre[311]*311sented, it would have been reasonable for the jury to have found that the relationship between the defendant and the redevelopment agency was one of agency, and that the defendant was liable for the breach of contract.

Ordinarily, the question of agency is one of fact to be determined by the trier of fact. Cohen v. Meola, 184 Conn.

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Bluebook (online)
514 A.2d 734, 201 Conn. 305, 1986 Conn. LEXIS 959, Counsel Stack Legal Research, https://law.counselstack.com/opinion/west-haven-sound-development-corp-v-city-of-west-haven-conn-1986.