Griffin Hospital v. ISOThrive, LLC ( 2022 )

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GRIFFIN HOSPITAL v. ISOTHRIVE, LLC
(AC 43714)
Alvord, Clark and Bishop, Js.
Syllabus
The plaintiff sought to recover damages from the defendant for breach of
contract, alleging that the defendant had failed to make the final payment
for services rendered. The parties had entered into a research agreement
for the plaintiff to study the potential benefits of the defendant’s nutrition
supplement on a certain group of individuals. The agreement was
amended and was accompanied by a revised protocol concerning the
characteristics of individuals suitable for the study. The defendant filed
a counterclaim alleging that the plaintiff breached the parties’ contract
by, inter alia, failing to comply with the requirements of the agreement
and the protocol regarding the population of individuals to be included
in the study. Following a trial to the court, the court awarded the plaintiff
damages for the defendant’s breach of contract and prejudgment interest
based on its finding that the defendant had wrongfully withheld funds
from the plaintiff, and the defendant appealed to this court. Held:
1. The trial court properly concluded that the defendant had breached the
research agreement by failing to pay a final invoice, the plaintiff having
conducted the study in accordance with the agreement: contrary to the
defendant’s claim, the plaintiff was not obligated, under the definitive
terms of the revised protocol and amended agreement, to perform any
analysis to determine whether certain medications had the potential to
interact with the ingredients in the supplement, as the language of the
parties’ revised protocol unambiguously provided that the plaintiff was
required to exclude only potential study participants with diabetes or
hypertension who were taking medication with a known potential to
interact with the supplement; moreover, the language of the revised
protocol, including the term ‘‘overweight but otherwise healthy,’’ was
clear and unambiguous with respect to the selection of study partici-
pants, as it set forth the criteria that, if met, would allow prospective
participants to enroll in the study and detailed the criteria that would
exclude a prospective participant from the study; furthermore, there
was ample evidence in the record to support the court’s finding that
the plaintiff performed its obligations under the contract, including the
selection of study participants, and the fact that the defendant did not
obtain the results it wanted from the study did not constitute a breach
of contract nor did it negate its obligation to pay the amount due on
the final invoice.
2. This court concluded that the trial court did not abuse its discretion by
awarding prejudgment interest to the plaintiff pursuant to the applicable
statute (§ 37-3a), as the record supported the court’s finding that the
defendant had no good faith basis to withhold final payment and, there-
fore, doing so was a wrongful detention of money due under the contract.
Argued September 22, 2021—officially released March 15, 2022
Procedural History
Action to recover damages for breach of contract,
and for other relief, brought to the Superior Court in
the judicial district of New Haven, where the defendant
filed a counterclaim; thereafter, the matter was tried
to the court, Wilson, J.; judgment for the plaintiff on
the complaint and on the counterclaim, from which the
defendant appealed to this court. Affirmed.
Matthew D. Popilowski, for the appellant (defen-
dant).
Peter T. Fay, for the appellee (plaintiff).
Opinion
BISHOP, J. This appeal concerns a dispute between
the parties arising out of an agreement to study the
potential benefits of a certain nutrition supplement on a
group of overweight but otherwise healthy individuals.
The central question at issue in this appeal is whether
the plaintiff, Griffin Hospital,1 conducted the study in
accordance with the study protocol agreed upon by
the parties. After trial, the court found in favor of the
plaintiff, concluding that the defendant, ISOThrive, LLC,
had breached the research agreement by failing to pay
a final invoice. The court found for the plaintiff, as well,
on the defendant’s counterclaim, which alleged that the
plaintiff had breached the research agreement by failing
to conduct the study in accordance with the agree-
ment’s research study protocol. Accordingly, the court
awarded the plaintiff $68,204.12 on its breach of con-
tract claim. Additionally, the court ordered the defen-
dant to pay prejudgment interest at the rate of 8 percent
for its wrongful detention of funds due to the plaintiff.
This appeal followed.
On appeal, the defendant argues that the court
improperly (1) concluded that the plaintiff was not obli-
gated to perform an analysis to determine whether cer-
tain medications had the potential to interact with the
supplement, (2) concluded that the term ‘‘overweight
but otherwise healthy’’ was governed exclusively by the
inclusion and exclusion criteria set forth in the parties’
agreement, (3) concluded that the plaintiff performed
the study in accordance with the agreement, (4) awarded
prejudgment interest to the plaintiff, and (5) found against
the defendant on its counterclaim.2 We affirm the judg-
ment of the court.
We briefly set forth the standards of review applicable
to the defendant’s various claims. In addressing the
defendant’s claims regarding the court’s interpretation
of the parties’ agreement, our review implicates the
court’s factual findings as well as its interpretation of
the contract. As to the defendant’s claims that challenge
the court’s factual findings, we apply the clearly errone-
ous standard of review to determine whether the record
supports the court’s factual findings. See Coppola Con-
struction Co. v. Hoffman Enterprises Ltd. Partnership,
157 Conn. App. 139, 158, 117 A.3d 876, cert. denied, 318
Conn. 902, 122 A.3d 631 (2015), and cert. denied, 318
Conn. 902, 123 A.3d 882 (2015). As to the defendant’s
claims that challenge the court’s legal conclusions, ‘‘our
review is plenary and we must decide whether its con-
clusions are legally and logically correct and find sup-
port in the facts that appear in the record.’’ (Internal
quotation marks omitted.) Sun Val, LLC v. Commis-
sioner of Transportation, 330 Conn. 316, 325–26, 193
A.3d 1192 (2018). Lastly, as to the defendant’s claim that
the court improperly awarded prejudgment interest, as
authorized by General Statutes § 37-3a, we apply an
abuse of discretion standard of review. See Riley v.
Travelers Home & Marine Ins. Co., 173 Conn. App.
422, 460–61, 163 A.3d 1246 (2017) (‘‘The decision of
whether to grant interest under § 37-3a is primarily an
equitable determination and a matter lying within the
discretion of the trial court. . . . Under the abuse of
discretion standard of review, [w]e will make every
reasonable presumption in favor of upholding the trial
court’s ruling, and only upset it for a manifest abuse of
discretion.’’ (Internal quotation marks omitted.)), aff’d,
333 Conn. 60, 214 A.3d 345 (2019).
This matter was tried to the court over the course
of three days in January, 2019. In its memorandum of
decision, the court found the following facts. ‘‘In Octo-
ber, 2014, the defendant entered into a research agree-
ment with the plaintiff, which the defendant’s [chief
executive officer], Jack Oswald, signed on behalf of the
defendant on October 24, 2014. The agreement provided
that the plaintiff would provide its research services
pursuant to the study protocol and would provide the
defendant with a final written report. The agreement
also provided that the plaintiff would invoice the defen-
dant according to the following schedule: 50 percent
upon execution of the agreement, 40 percent at the six
month mark, and 10 percent upon completion of the
study and final report. The defendant was to pay the
invoices within thirty days. The parties signed a Supple-
mental Agreement, effective April 17, 2015, which called
for a final budget of $302,403. The defendant has made
payments of $224,731.40. On December 18, 2015, the
plaintiff issued a final invoice to the defendant in the
amount of $68,204.12 [which the defendant declined
to pay].’’
During the course of their dealings, the parties amended
their ‘‘agreement to reflect the fact that the defendant
had decided to change the study design. The amended
agreement was effective March 23, 2015, and signed by
Jack Oswald on April 2, 2015. Attached to the amended
agreement was a revised protocol, which stated that
the study’s purpose was ‘[t]o compare the effects of
daily intake of the [defendant’s] supplement [versus] a
placebo on the primary outcome measure of body
weight and secondary outcome measures (hunger/sati-
ety, health-related measures and self-reported quality
of life) in a group of overweight but otherwise healthy
adults.’ The revised protocol provided that the study
would be of ‘105 overweight men and women in the
age range of 18 to 75 years, who are nonsmokers with
a body mass index (BMI) ≥ 25, and a maximum body
weight of 350 pounds (due to limitations of the weight
scale). Individuals with diabetes or hypertension will
be included in the study if they are not taking medica-
tions with a known potential to interact with ingredi-
ents in the supplement.’ ’’3 (Emphasis in original.)
In its decision, the court found that ‘‘[i]t is undisputed
that the defendant contracted with the plaintiff to per-
form a clinical trial, and agreed to pay for such services.
It is equally undisputed that the defendant failed to pay
the final invoice, despite demand from the plaintiff and
the fact that the plaintiff sent a final report on February
23, 2016, and a revised final report on July 14, 2016,
as required by the contract.’’ The court awarded the
plaintiff $68,204.12 in contract damages and, in addition,
prejudgment interest at the rate of 8 percent on the
basis of its finding that the defendant had wrongfully
withheld funds from the plaintiff. This appeal followed.
Additional facts will be set forth as necessary.
The defendant first argues that the court erred in
concluding that the plaintiff was not obligated, under
the definitive terms of the revised protocol and amended
agreement, to perform any analysis to determine whether
certain medications had the potential to interact with
the ingredients of the supplement under study. We dis-
agree.
Subsequent to the parties’ initial agreement, they agreed
to a revised protocol for the study concerning the char-
acteristics of individuals suitable for the study. The
protocol detailed both inclusion and exclusion criteria.
At trial, the parties were not in agreement regarding
the terms of this protocol as to the characteristics of
potential subjects for inclusion and for exclusion. The
court’s task, then, was to interpret the relevant provi-
sions of the protocol. In doing so, the court was per-
forming the legal task of contract interpretation.
Accordingly, as noted, our review of this claim is ple-
nary.
The relevant provision of the revised protocol states
that ‘‘[i]ndividuals with diabetes or hypertension will
be included in the study if they are not taking medica-
tions with a known potential to interact with ingredients
in the supplement.’’ On the basis of our review of the
revised protocol, including the provision in question,
we agree with the trial court’s conclusion that ‘‘[t]he
revised protocol did not exclude persons with a current
use of antibiotics and the plaintiff was not obligated by
the terms of the agreement to undertake any form of
analysis to determine whether a medication had a
potential to interact with the ingredients of the supple-
ment.’’
It is well established that ‘‘[a] contract must be con-
strued to effectuate the intent of the parties, which is
determined from the language used interpreted in the
light of the situation of the parties and the circum-
stances connected with the transaction.’’ (Internal quo-
tation marks omitted.) Poole v. Waterbury, 266 Conn.
68, 87–88, 831 A.2d 211 (2003). Here, we agree with
the trial court’s determination that the language of the
revised protocol unambiguously provides that the plain-
tiff was only required to exclude potential study partici-
pants with diabetes or hypertension who were taking
medication with a known potential to interact with the
supplement. Accordingly, the unambiguous language of
the parties’ agreement does not support the defendant’s
claim that the plaintiff was required to conduct a partic-
ular analysis to determine whether a participant’s medi-
cation might interact with the defendant’s supplement.
The defendant next argues that the court erred in
concluding that the term ‘‘overweight but otherwise
healthy’’ in the revised protocol was unambiguous and
governed exclusively by the inclusion and exclusion
criteria. This argument is similarly unavailing. On the
basis of our review, we determine that the court’s con-
clusions regarding this claim were legally correct.
Notwithstanding the defendant’s framing of this claim,
our review of the court’s memorandum of decision
reveals that the court did not conclude that the term
‘‘overweight but otherwise healthy’’ was governed exclu-
sively by the inclusion and exclusion criteria. Rather,
the court stated that ‘‘[t]he phrase ‘overweight but oth-
erwise healthy’ must be understood in the context of
the inclusion and exclusion criteria; the language of the
revised protocol makes no sense otherwise.’’
When reviewing a court’s determination regarding the
ambiguity of an agreement, we reiterate that a ‘‘contract
must be viewed in its entirety, with each provision read
in light of the other provisions . . . and every provision
must be given effect if it is possible to do so.’’ (Internal
quotation marks omitted.) Cruz v. Visual Perceptions,
LLC, 311 Conn. 93, 103, 84 A.3d 828 (2014). Additionally,
‘‘the mere fact that the parties advance different inter-
pretations of the language in question does not necessi-
tate a conclusion that the language is ambiguous.’’
(Internal quotation marks omitted.) Id.Accordingly, on the basis of our review, we agree
with the trial court that the language of the revised
protocol is clear and unambiguous with respect to the
selection of study participants. It sets forth the criteria
that, if met, would allow prospective participants to
enroll in the study. The revised protocol similarly details
the criteria that would exclude a prospective participant
from the study. See State v. Lombardo Bros. Mason
Contractors, Inc., 307 Conn. 412, 468, 54 A.3d 1005(2012) (‘‘[a] court will not torture words to import ambi-
guity [when] the ordinary meaning leaves no room for
ambiguity’’ (internal quotation marks omitted)).
The defendant also argues that the court erred in
concluding that the plaintiff performed the study in
accordance with the agreement. Specifically, the defen-
dant argues that the plaintiff did not comply with the
agreement because (1) the study participants included
individuals who were not ‘‘otherwise healthy’’ and indi-
viduals who were taking medication that interacted
with the supplement; (2) the number of obese individu-
als who participated in the study exceeded the agreed
to percentage; and (3) the plaintiff failed to produce a
written report containing all of the requisite analyses.
This claim implicates the court’s fact-finding function.
After our careful review, we conclude that there is
ample evidence in the record to support the court’s
finding that ‘‘the plaintiff performed its obligations
under the contract. . . . The fact that the defendant
did not obtain the results it wanted from the study does
not constitute a breach of contract nor does it negate its
obligation to pay the amount due on the final invoice.’’
The defendant next argues that the trial court erred
in awarding prejudgment interest to the plaintiff pursu-
ant to § 37-3a.4 More specifically, the defendant argues
that ‘‘there existed additional good faith reasons for
[the defendant] to refuse to pay the final invoice.’’
‘‘The purpose of § 37-3a is to compensate plaintiffs
who have been deprived of the use of money wrongfully
withheld by defendants. . . . Whether interest may be
awarded depends on whether the money involved is
payable . . . and whether the detention of the money
is or is not wrongful under the circumstances.’’ (Internal
quotation marks omitted.) Riley v. Travelers Home &
Marine Ins. Co., supra, 173 Conn. App. 461; see also
Ballou v. Law Offices Howard Lee Schiff, P.C., 304
Conn. 348, 365, 39 A.3d 1075 (2012) (‘‘under § 37-3a (a),
an interest rate of less than 10 percent is presumptively
valid, and therefore will be upheld, unless the party
challenging the rate set by the court can demonstrate
that it represents an abuse of discretion’’).
In awarding prejudgment interest, the court first
found ‘‘that the plaintiff performed its obligations under
the contract’’ and that ‘‘[t]he evidence presented at trial,
including the facts stipulated to by the parties, clearly
establishes that it was the parties’ agreement that the
defendant would pay the final invoice within thirty days
after receipt of the final report.’’ The court additionally
found that ‘‘[t]he plaintiff delivered the Revised Final
Report on July 14, 2016,’’ but ‘‘[t]he defendant has
refused to pay the invoice, and the evidence establishes
that it had no good faith basis for refusing to pay
because its argument that the inclusion and exclusion
criteria did not specify who could be enrolled in the
study in accordance with the Revised Protocol strains
credulity.’’
On the basis of our review of the procedural history
of this matter and the trial court’s findings as set forth
in its memorandum of decision, we conclude that the
court did not abuse its discretion by awarding prejudg-
ment interest. This is because the record supports the
court’s finding that the defendant had no good faith
basis to withhold final payment and, therefore, doing
so was a wrongful detention of money due under the
contract.
The judgment is affirmed.
In this opinion the other judges concurred.
1
Although the plaintiff in this matter is Griffin Hospital, the research which
is the subject of this appeal was conducted by the Yale-Griffin Prevention
Research Center, a division of the plaintiff.
2
In its counterclaim, the defendant sought damages on the basis of the
plaintiff’s alleged breaches of the parties’ agreement by not following the
protocol established for the study, by failing to provide certain analyses in
its study report and by publicly posting the study results. On review, we need
not separately reach the defendant’s counterclaim because our resolution
of the appeal affirming the trial court’s awards to the plaintiff subsumes
and resolves, by necessity, the defendant’s arguments in support of its
counterclaim.
3
The revised protocol set forth the following exclusion criteria: ‘‘Pregnant
and/or lactating women’’; ‘‘Evidence or history of substance or alcohol abuse
(include if over [five] years)’’; ‘‘History of major depression, bipolar disorder
or schizophrenia, any type of obsessive-compulsive disorder’’; ‘‘Current his-
tory of migraine headaches (include if controlled with medication)’’; ‘‘Cur-
rent use of any prescription or non-prescription weight loss products’’;
‘‘Tobacco use’’; ‘‘Active eating disorder including anorexia nervosa and
bulimia’’; ‘‘Known sensitivity or allergy to any of the ingredients in the
product’’; ‘‘Symptomatic coronary artery disease or congestive heart failure’’;
‘‘History of a stroke in the past year’’; ‘‘Symptomatic arrhythmia’’; ‘‘Uncon-
trolled hypertension (i.e., systolic pressure >180 mmHg and or diastolic >
100mmHg)’’; ‘‘History of a seizure in the past [five] years’’; ‘‘Any cancer in
the past [five] years other than non-melanoma skin cancer or in-situ cervical
cancer’’; ‘‘Active or history of inflammatory bowel disease’’; ‘‘Current use
of TNF-alpha inhibitor medications’’; ‘‘Current use of COX-2 inhibitor medi-
cations’’; ‘‘Current use of JAK inhibitor medications’’; ‘‘History of weight
loss procedures including bariatric surgery’’; and ‘‘[H]abitual use of prebiotic
supplements or more than occasional consumption of naturally fermented
foods, including probiotics such as kimchi and sauerkraut.’’
4
General Statutes § 37-3a (a) provides in relevant part: ‘‘Except as pro-
vided in sections 37-3b, 37-3c and 52-192a, interest at the rate of ten per
cent a year, and no more, may be recovered and allowed in civil actions or
arbitration proceedings under chapter 909, including actions to recover
money loaned at a greater rate, as damages for the detention of money after
it becomes payable. . . .’’