LILJEDAHL BROS., INC. v. GRIGSBY

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Docket Number

(13801)

Attorney(S)

David R. Clemens, for the appellant (plaintiff). Lisa A. Magliochetti, for the appellees (defendants).

Judges

PETERS, C.J.
SHEA, J.,

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Smart Summary

Factual and Procedural Background

The plaintiff, Liljedahl Brothers, Inc., sought to recover damages for construction services, materials, and labor provided to the defendants, James A. Grigsby and Karen P. Grigsby, pursuant to an oral agreement for home improvements at the defendants' residence in Hartford. The plaintiff alleged an oral contract with a total price of $27,391, of which $17,989.63 had been paid, and sought to recover the unpaid balance of $9,401.37 under theories of implied contract and quasi contract. The defendants moved to strike the plaintiff’s complaint on the ground that the Home Improvement Act (General Statutes § 20-429) requires a written contract for such claims to be valid. The trial court granted the defendants' motion to strike and rendered judgment for the defendants. The plaintiff appealed, and the appeal was transferred to the Supreme Court of Connecticut, which affirmed the lower court’s judgment.

Legal Issues Presented

Whether a contractor who has failed to comply with the Home Improvement Act’s written contract requirement can recover damages under theories of implied contract or quasi contract (unjust enrichment).
Whether the defendants' motion to strike was procedurally defective because it alleged facts not contained in the plaintiff’s pleadings.

Arguments of the Parties

Appellant's Arguments

The plaintiff argued that the defendants' motion to strike was a "speaking motion" improperly alleging facts outside the pleadings, thus the trial court should not have granted it.
The plaintiff contended that it could recover under theories of implied contract or quasi contract despite the absence of a written contract as required by the Home Improvement Act.

Appellees' Arguments

The defendants maintained that the Home Improvement Act requires a written contract for any recovery and that failure to comply with this statutory requirement bars the plaintiff’s claims.
They argued that the motion to strike was properly granted because the plaintiff’s claims were precluded by the statute.

Table of Precedents Cited

Precedent	Rule or Principle Cited For	Application by the Court
Sidney DeVries, 18 Conn. App. 581, 559 A.2d 1145 (1989)	Supports that the Home Improvement Act bars recovery under noncontractual theories absent compliance with written contract requirement.	The trial court relied on this precedent to grant the motion to strike, rejecting plaintiff’s argument that common law theories were not barred.
Barrett Builders v. Miller, 215 Conn. 316, 576 A.2d 455 (1990)	Established that absent homeowner bad faith, no recovery in quasi contract is permitted if the contractor fails to comply with the Home Improvement Act’s written contract requirement.	The Supreme Court found this precedent dispositive in affirming judgment for defendants, barring recovery on quasi contract grounds.
Boland v. Catalano, 202 Conn. 333, 521 A.2d 142 (1987)	Clarifies that implied contracts have the same legal effect as express contracts.	Used to support the conclusion that an implied contract claim is barred by the written contract requirement of the Home Improvement Act.
Blancato v. Feldspar Corporation, 203 Conn. 34, 522 A.2d 1235 (1987)	In ruling on a motion to strike, courts consider only facts alleged in the complaint.	The court applied this rule to reject the procedural argument that the motion to strike was defective because it alleged facts outside the pleadings.
DeMello v. Plainville, 170 Conn. 675, 368 A.2d 71 (1976)	Similar principle on motion to strike: only facts in pleadings are considered.	Reinforced the procedural standard applied by the court.
Fraser v. Henninger, 173 Conn. 52, 376 A.2d 406 (1977)	Motion to strike cannot be supported by facts outside the pleadings unless relevant to the legal ground.	The court distinguished between facts alleged and facts irrelevant to the ground upon which the motion was granted.
Wexler Construction Co. v. Housing Authority, 144 Conn. 187, 128 A.2d 540 (1956)	Reiterates that motions to strike are confined to the facts alleged in the complaint.	Supported the court’s procedural analysis.
Burns v. Koellmer, 11 Conn. App. 375, 527 A.2d 1210 (1987)	Defines quasi contract, quantum meruit, and unjust enrichment as common law restitution claims allowing recovery absent a valid contract.	Used to collectively refer to the plaintiff’s noncontractual theories as quasi contract claims.

Court's Reasoning and Analysis

The court first addressed the procedural argument that the defendants' motion to strike was a speaking motion alleging facts outside the pleadings. It reasoned that while motions to strike must be based on facts alleged in the complaint, the defendants' motion included some facts not in the pleadings that were irrelevant to the ground on which the motion was granted. Therefore, the court held that the trial court was not procedurally barred from considering the motion on the merits regarding the Home Improvement Act.

On the substantive issues, the court analyzed whether the plaintiff could recover under implied contract or quasi contract theories despite failing to comply with the Home Improvement Act’s requirement that home improvement contracts be in writing. The court explained that implied contracts have the same legal effect as express contracts and thus are subject to the same statutory requirements. The plain language of General Statutes § 20-429(a) explicitly invalidates any home improvement contract not in writing and containing the entire agreement.

The court further relied on its recent decision in Barrett Builders v. Miller, which held that absent proof of bad faith by the homeowner, a contractor who fails to comply with the written contract requirement cannot recover under quasi contract theories. As the plaintiff did not allege bad faith, this precedent barred recovery.

Consequently, the court affirmed the trial court’s judgment striking the complaint and rendering judgment for the defendants, concluding that the Home Improvement Act precludes the plaintiff’s claims.

Holding and Implications

The judgment of the trial court is affirmed.

The court held that the Home Improvement Act’s statutory requirement that home improvement contracts be in writing precludes recovery by a contractor under implied contract or quasi contract theories if the contractor fails to comply with this requirement, absent proof of homeowner bad faith. The plaintiff’s procedural challenge to the motion to strike was rejected. The decision directly affects the parties by denying the plaintiff recovery and upholds the trial court’s ruling. This opinion follows and applies established precedent without creating new legal principles.

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LILJEDAHL BROTHERS, INC. v. JAMES A. GRIGSBY ET AL.

The plaintiff contractor sought to recover the unpaid balance due for construction services, materials and labor provided to the defendants pursuant to an oral agreement for improvements to the defendants' home. The trial court granted the defendants' motion to strike premised on the absence of a written home improvement contract as required by the Home Improvement Act ( 20-429). On the plaintiff's appeal, held: 1. The plaintiff could not prevail on its claim that, because the defendants' motion to strike alleged facts not set forth in the pleadings, the trial court should not have granted that motion; those facts were not relevant to the ground upon which the trial court granted the motion. 2. The trial court correctly rendered judgment for the defendants; absent proof of bad faith on the part of the homeowner, 20-429 permits no recovery by a contractor who has failed to comply with its requirements.

(Two justices dissenting)

PETERS, C.J.

The principal issue in this case is whether a contractor who has failed to comply with the requirements of the Home Improvement Act; General Statutes 20-418 et seq.; can nonetheless recover in quasi contract by demonstrating unjust enrichment on the part of the homeowner for whom the contractor has performed work. The plaintiff brought an action in two counts against the defendants James A. Grigsby and Karen P. Grigsby, alleging its right to recover for the unpaid balance due for construction services, materials and labor provided, in accordance with an oral agreement, for home improvements at the defendants' residence. The trial court granted the defendants' motion to strike the complaint, premised on the absence of a written home improvement contract as required by General Statutes 20-429, and thereafter rendered judgment for the defendants. Pursuant to Practice Book 4023, we transferred the plaintiff's appeal from this adverse judgment to this court, and now affirm.

The plaintiff in this case has variously denominated its cause of action against the defendants as arising in quasi contract, quantum meruit and unjust enrichment. Since these three theories, each based upon common law principles of restitution, are all noncontractual actions by which a party may recover despite the absence of a valid contract; see Burns v. Koellmer, 11 Conn. App. 375, 384, 527 A.2d 1210 (1987); G. Palmer, "History of Restitution in Anglo-American Law," c. 3, vol. Restitution — Unjust Enrichment and Negotiorum Gestio, International Encyclopedia of Comparative Law (P. Schlechtriem Chief Ed.) pp. 32-33 (1989); we will refer to the theories collectively as quasi contract claims.

General Statutes (Rev. to 1987) 20-429 provides in pertinent part: "CONTRACT TO BE IN WRITING. NEGATIVE OPTION PROVISIONS PROHIBITED. OWNER TO RECEIVE COPY. REQUIRED PROVISIONS. (a) No home improvement contract shall be valid unless it is in writing and unless it contains the entire agreement between the owner and the contractor. "(c) The contractor shall provide and deliver to the owner, without charge, a completed copy of the home improvement contract at the time such contract is executed." Prior to 1986, the provision now codified as subsection (c) was subsection See Public Acts 1986, No. 86-94. The substance of the provision was not changed in the recodification. Amendments to 20-429, in 1988, which added several other required provisions for a valid contract; Public Acts 1988, No. 88-269, 9, No. 88-364, 108, 123; are not relevant to our analysis since the transactions in this case took place prior to the effective date of the amendments.

The record reveals little about the factual background of this case. The plaintiff's amended complaint alleges an oral agreement to provide home improvement services at the defendants' residence in Hartford at a contract price of $27,391, not inclusive of extra work requested by the defendants and performed by the plaintiff. The complaint acknowledges that the defendants have paid $17,989.63 and seeks to recover the remaining $9401.37 for breach of an implied contract or under a theory of quasi contract. The plaintiff has not alleged that its agreement with the defendants complies with the written contract requirement of General Statutes 20-429.

The trial court granted the motion to strike in reliance on the decision of the Appellate Court in Sidney DeVries, 18 Conn. App. 581, 588-89, 559 A.2d 1145 (1989). In so doing, it rejected the plaintiff's argument that 20-429 does not bar common law noncontractual theories of recovery.

The plaintiff's appeal to this court raises one procedural and two substantive issues. Procedurally, the plaintiff maintains that the court should not have granted the defendants' motion to strike because it was a fatally defective speaking motion. Substantively, the plaintiff maintains that either an implied or a quasi contract theory allows it to recover. None of these arguments is persuasive.

The plaintiff's procedural claim is that the trial court should not have considered the defendants' motion to strike on its merits because the motion alleged facts not set forth in the plaintiffs pleading, and was therefore an improper "speaking motion to strike." We disagree.

The defendants moved to strike the plaintiff's amended complaint on the ground that the plaintiff's implied contract and unjust enrichment claims were precluded by both the Home Solicitation Sales Act; General Statutes 42-134 et seq.; and the Home Improvement Act. In response to the plaintiff's objection to the motion to strike, the trial court found that the motion did contain facts not contained in the pleadings concerning the location at which the home improvement contract had been executed. The court went on to note, however, that the issue of location was relevant only to the applicability of the Home Solicitation Sales Act to the case, and did not affect the applicability of the Home Improvement Act. The court thus concluded that the motion was not procedurally defective with regard to the claim that recovery was precluded by the Home Improvement Act since the motion did not "speak" to that claim. The court then granted the motion to strike after determining that the plaintiff's failure to comply with the written contract requirement of the Home Improvement Act barred its implied contract and quasi contract claims.

In deciding upon a motion to strike or a demurrer, a trial court must take the facts to be those alleged in the complaint; Blancato v. Feldspar Corporation, 203 Conn. 34, 36, 522 A.2d 1235 (1987); DeMello v. Plainville, 170 Conn. 675, 677, 368 A.2d 71 (1976); and "cannot be aided by the assumption of any facts not therein alleged." Fraser v. Henninger, 173 Conn. 52, 60, 376 A.2d 406 (1977); Wexler Construction Co. Housing Authority, 144 Conn. 187, 194, 128 A.2d 540 (1956). Where the legal grounds for such a motion are dependent upon underlying facts not alleged in the plaintiff's pleadings, the defendant must await the evidence which may be adduced at trial, and the motion should be denied. Fraser v. Henninger, supra, 61. Nothing in our cases suggests, however, that every argument in a motion to strike is rendered defective by the moving party's allegation of some fact not contained in the pleadings, regardless of whether that fact is relevant for each argument in the motion. We can see no reason to introduce such a rule, since a party whose motion to strike has been denied on the ground that it speaks on a fact that is not relevant to all of the legal claims could simply file a new motion limited to the arguments that do not depend upon that allegation. Accordingly, we conclude that the trial court was not procedurally barred from considering, on the merits, the defendants' motion to strike on the ground that the Home Improvement Act bars recovery under theories of implied contract and quasi contract.

Turning to the merits of the plaintiffs claim, we note that the plaintiff urges us to decide that theories either of implied contract and or of quasi contract furnish a basis for its recovery in this case. In our view, however, the language and policy of 20-429 preclude its recourse to these common law causes of action.

To the extent that the plaintiff invokes a right to recovery premised on a contract implied in fact, its claim cannot be reconciled in any fashion with 20-429. "Whether [a] contract is styled `express' or `implied' involves `no difference in legal effect, but lies merely in the mode of manifesting assent.' 1 Restatement (Second), Contracts 4, comment a; see also E. Farnsworth, Contracts (1982) pp. 124, 142 n. 2." Boland v. Catalano, 202 Conn. 333, 337, 521 A.2d 142 (1987); Brighenti v. New Britain Shirt Corporation, 167 Conn. 403, 406-407, 356 A.2d 181 (1974). The plaintiffs implied contract claim therefore stands on no different footing than an alleged cause of action for breach of an oral or written contract. Such a claim is refuted by the plain language of 20-429(a), which provides that "[n]o home improvement contract shall be valid unless it is in writing and unless it contains the entire agreement between the owner and the contractor."

The plaintiffs claim to a right to recovery grounded in a contract implied in law or in quasi contract cannot survive our decision in Barrett Builders v. Miller, 215 Conn. 316, 576 A.2d 455 (1990). After a full examination and discussion of the merits of such a claim by a contractor similarly situated to the plaintiff, we concluded that, absent proof of bad faith on the part of the homeowner, 20-429 permits no recovery in quasi contract by a contractor who has failed to comply with the statute's written contract requirement. Id., 323. That precedent is dispositive.

SHEA, J.,

with whom CALLAHAN, J., joins, dissenting.

For the reasons expressed in my dissenting opinion in Barrett Builders v. Miller, 215 Conn. 316, 576 A.2d 455 (1990), I also dissent in this case, which further illustrates the inequity of imposing the penalty of forfeiture upon a tradesman who performs a home improvement without a contract conforming to General Statutes 20-429.