AC Consulting, LLC v. Alexion Pharmaceuticals, Inc.

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A.C. CONSULTING, LLC v. ALEXION
PHARMACEUTICALS, INC.
(AC 41814)
Prescott, Elgo and Sheldon, Js.
Syllabus
The plaintiff sought to recover damages from the defendant for, inter alia,
breach of contract. In January, 2013, the plaintiff had entered into a
service contract with the defendant, in which the plaintiff agreed to
provide the defendant with administrative support and coordination
of security details for heightened risk employee travel. The contract
provided, inter alia, that it was operative through December 31, 2016,
but that the defendant could terminate the contract upon five days’
written notice. The defendant terminated its contract with the plaintiff
in November, 2014. Subsequently, the plaintiff commenced the present
action and filed a substitute complaint, which alleged breach of contract,
negligent misrepresentation, and breach of the covenant of good faith
and fair dealing. The defendant filed a motion to strike the complaint,
which the trial court granted. Thereafter, the court granted the defen-
dant’s motion for judgment and rendered judgment thereon, from which
the plaintiff appealed to this court. On appeal, the plaintiff claimed,
inter alia, that, on the basis of the allegations that, prior to executing
the contract, the defendant had represented to the plaintiff that the
contract would remain in effect for more than three years, the trial
court should have concluded that the defendant was estopped from
relying on the contract’s termination provision, and that, because the
defendant should have been estopped from terminating the contract,
the court should have viewed the allegation in the complaint that the
defendant terminated the contract prior to its expiration as sufficient
to allege breach of contract, negligent misrepresentation, and breach
of the covenant of good faith and fair dealing. Held:
1. The plaintiff could not prevail on its claim that, in considering the legal
sufficiency of the substitute complaint, the trial court improperly failed
to consider whether the applicable contractual period was ambiguous
and to construe the claimed ambiguity against the defendant as the
drafter of the contract, which was based on the plaintiff’s claim that an
ambiguity existed with respect to whether the defendant’s termination
of the contract prior to the expiration of the contractual period consti-
tuted a breach of the contract because the contract did not expire by
its terms until December 31, 2016, and yet the contract also provided
in a separate provision that the defendant could terminate the contract
at any time with five days’ written notice; the contract was not ambiguous
in the manner suggested by the plaintiff, as although paragraph 1 of the
contract did set forth a contractual period of almost four years, that
provision was also expressly qualified with the language ‘‘unless termi-
nated earlier’’ and contained a cross-reference to paragraph 7, which
sets forth the conditions upon which the contract may be terminated,
and, when read together, the intent of the parties in agreeing to the
terms in the two provisions was to resume their contractual relationship
for almost four years unless the defendant chose to terminate the rela-
tionship earlier by providing the plaintiff with five days’ written notice.
2. The plaintiff’s claim that the trial court improperly concluded that the
plaintiff’s allegation that the defendant terminated the contract without
giving the plaintiff sufficient notice under the contract was legally insuffi-
cient to state a claim for breach of contract was unavailing; the substitute
complaint did not provide the necessary factual allegations describing
the manner in which the notice the plaintiff received was insufficient, as
the complaint did not directly reference the contract’s notice provision,
which provided that the contract could be terminated by the defendant
upon five days’ written notice, and did not specify whether the notice
the plaintiff received was insufficient because it received less than five
days’ notice or because the notice was not in writing, and even if the
bald allegation of insufficient notice of termination under the contract,
without any additional facts, was sufficient to plead a breach of the
agreement, the plaintiff failed to allege that it was harmed by the insuffi-
cient notice, as the breach of contract count as pleaded focused entirely
on the defendant’s decision to terminate the parties’ contract prior to
the expiration of the contractual period, despite oral assurances that
the defendant intended to continue with its business arrangement with
the plaintiff, and the plaintiff made no factual allegation that it had been
damaged by the defendant’s failure to give five days’ written notice.
3. The plaintiff could not prevail on its claim that the trial court improperly
concluded that the allegations that the defendant made assurances
regarding the length of the contract were insufficient to plead any of
the plaintiff’s causes of action, as any reliance by the plaintiff on the
alleged representation would have been unreasonable as a matter of
law in the face of the fully integrated written contract containing a
merger clause; the plaintiff executed a fully integrated contract with a
merger clause that provided in express terms that the contract could
not be altered except by a written agreement and that the contract terms
superseded any prior understanding between the parties, and, thus, any
reassurances that the defendant may have provided to the plaintiff prior
to the execution of the contract regarding the length of the parties’
anticipated business relationship were superseded by the provisions in
the contract stating that the contract could be terminated by the defen-
dant, at will, upon five days’ written notice, and any oral assurances,
promises, or representations made during the course of the contractual
period that contradicted the provisions of the contract would have had
no legal effect unless committed to a writing signed by both parties.
Argued September 12—officially released November 12, 2019
Procedural History
Action to recover damages for, inter alia, breach of
contract, and for other relief, brought to the Superior
Court in the judicial district of New Haven, where the
court, Ecker, J., granted the defendant’s motion to strike
the plaintiff’s amended complaint; thereafter, the court,
Wahla, J., granted the defendant’s motion to strike the
plaintiff’s substitute complaint; subsequently, the court,
Wahla, J., granted the defendant’s motion for judgment
and rendered judgment thereon, from which the plain-
tiff appealed to this court. Affirmed.
Kevin D. Scully, for the appellant (plaintiff).
Jeffrey R. Babbin, with whom were Christine
Salmon Wachter and, on the brief, Lawrence Peikes,
for the appellee (defendant).
Opinion
PRESCOTT, J. The plaintiff, A.C. Consulting, LLC,
appeals from the judgment of the trial court rendered
in favor of the defendant, Alexion Pharmaceuticals, Inc.,
following the granting of the defendant’s motion to
strike the plaintiff’s substitute complaint. The substitute
complaint contained three counts alleging, respectively,
breach of contract, negligent misrepresentation, and
breach of the covenant of good faith and fair dealing.
On appeal, the plaintiff claims that, in evaluating the
legal sufficiency of the allegations in the substitute com-
plaint, the trial court improperly (1) failed both to find
an ambiguity in the parties’ contract regarding its opera-
tive length and to construe that ambiguity against the
defendant as the drafter of the contract, (2) concluded
that the plaintiff’s allegation that the defendant termi-
nated the contract without giving the plaintiff ‘‘suffi-
cient notice under the contract’’ was legally insufficient
to state a claim for breach of contract, and (3) con-
cluded that the allegations that the defendant or the
defendant’s agent made assurances regarding the length
of the contract were insufficient to plead any of the
plaintiff’s causes of action, including negligent misrep-
resentation.1 We affirm the judgment of the trial court.
The following facts, as alleged in the operative com-
plaint, and procedural history are relevant to our resolu-
tion of the present appeal. In July, 2011, the plaintiff,
through its sole member, James Dolan, entered into a
service contract with the defendant, in which the plain-
tiff agreed to provide the defendant with ‘‘administra-
tive support and coordination of security details for
heightened risk employee travel.’’ Dolan had acquired
expertise and knowledge in the field of security during
his lengthy employment with the Connecticut state
police. The service contract expired by its terms on
December 31, 2012. The operative complaint, however,
alleged that the service contract expired on December
31, 2011. The parties subsequently entered into a second
service contract with similar terms in March, 2012. That
contract expired on December 31, 2012.
In January, 2013, the parties entered into a third ser-
vice contract (contract), which is the subject matter of
the present action. Prior to executing the contract, the
plaintiff, through Dolan, had expressed to the defendant
its desire for a longer period of contractual commitment
from the defendant. The defendant had assured Dolan
that the plaintiff would have the defendant’s security
business ‘‘so long as he wanted it’’ and that, at the very
least, he had an almost four year commitment from
the defendant.2 (Internal quotation marks omitted.) The
contract provided that it was operative through Decem-
ber 31, 2016, a term of approximately four years. The
contract further provided, however, that the plaintiff
would act as an independent contractor and that the
defendant could terminate the contract ‘‘upon five (5)
days written notice.’’ The defendant’s right to terminate
the contract was otherwise unconditional. The contract
contained no reciprocal provision that authorized the
plaintiff to terminate the contract prior to its expiration.
Finally, the contract contained a clause providing that
(1) it could not be altered except by a written agreement
signed by both parties, (2) it represented the entire
agreement of the parties, and (3) it ‘‘supersede[d] all
previous written and oral negotiations, commitments,
and understandings.’’
In the summer of 2013, the defendant asked the plain-
tiff to create a job description for a new position within
the defendant’s organization titled ‘‘Senior Manager of
Global Security.’’ The defendant’s director of global
security, Robert Weronik, told Dolan that he should not
apply for the position, reassuring Dolan that the plaintiff
would have the defendant’s heightened risk employee
travel business for as long as the plaintiff wanted it.
Weronik, however, knew, or should have known, that
the new senior manager would ‘‘probably look to termi-
nate the plaintiff.’’
The defendant terminated its contract with the plain-
tiff on November 17, 2014. The defendant did not cite
to any breach of the contract by the plaintiff and failed
to give sufficient notice of the termination. Prior to
terminating the contract, the defendant had reduced the
plaintiff’s hours and responsibilities, and had required
Dolan to ‘‘report to the [defendant] at least two days a
week and prepare detailed reports to the defendant,’’
all of which the plaintiff considered to be unilateral
changes to the terms and conditions of the parties’
contract. The plaintiff theorized that, during the course
of its business relationship with the defendant, ‘‘the
defendant gained vast knowledge from the plaintiff on
the means and methods of security’’ and that ‘‘[w]hen
the defendant had gained sufficient knowledge,’’ it ter-
minated its agreement with the plaintiff.
On October 13, 2016, the plaintiff commenced the
underlying action. The initial complaint consisted of a
single count that expressly alleged only a breach of the
covenant of good faith and fair dealing. The defendant
filed a request to revise, indicating that the complaint
contained allegations that could be read as advancing
additional theories of recovery, such as breach of con-
tract or wrongful discharge, and asking the plaintiff to
set forth each cause of action it intended to pursue in
a separate count. The plaintiff objected to the request
to revise but ultimately requested leave of the court to
file a two count amended complaint. Count one of the
amended complaint alleged that the defendant had
breached an express term of the contract, and count
two alleged that the defendant had breached the cove-
nant of good faith and fair dealing.
The defendant filed a motion to strike the amended
complaint, arguing that the first count failed as a matter
of law because the plaintiff had failed to allege what
contractual term the defendant had breached, and the
second count failed because the factual allegations
were insufficient to establish that the defendant had
breached any contractual obligation owed to the plain-
tiff or that the defendant had acted in bad faith. The
court, Ecker, J., granted the motion to strike, stating:
‘‘Accepting the plaintiff’s factual allegations as true, and
applying the legal standard governing a motion to strike,
the court finds as a matter of law that nothing about
the actions of the defendant breach any contractual
terms or constitute a breach of the covenant of good
faith and fair dealing. The plaintiff’s arguments regard-
ing procedural and substantive unconscionability do
not help save either claim.’’3
On September 1, 2017, the plaintiff elected to replead;
see Practice Book § 10-44;4 and filed a substitute com-
plaint. The substitute complaint contained three counts.
Count one again alleged a breach of contract, count
two alleged a new cause of action sounding in negligent
misrepresentation,5 and count three alleged a breach
of the covenant of good faith and fair dealing. The
plaintiff appended copies of the parties’ three service
contracts to the substitute complaint.6
The defendant filed a motion to strike the substitute
complaint and a supporting memorandum of law. It
argued first that, with respect to counts one and three
of the substitute complaint, the plaintiff had added only
a few new allegations to those set forth in the stricken
amended complaint, none of which helped to overcome
the deficiencies in the plaintiff’s prior pleading, which
the court had determined failed to state a legally cogni-
zable cause of action. In addition to claiming that the
prior ruling should be treated as the law of the case with
respect to those counts alleging a breach of contract
and a breach of the covenant of good faith and fair
dealing, it also argued that, like the prior amended com-
plaint, the breach of contract count failed as a matter
of law because none of the defendant’s alleged actions
could be construed as breaching a contractual term.
Similarly, the defendant asserted that the third count
failed because the plaintiff both failed to allege that
the defendant had breached any contractual obligation
owed to the plaintiff and that the defendant had done
so in bad faith.
With respect to the new cause of action alleging negli-
gent misrepresentation, the defendant argued that that
count also failed to state a cognizable claim for relief
because the plaintiff’s allegations that it relied on state-
ments made by the defendant’s agent were of no legal
significance in light of the fully integrated contract,
which, by its express terms, precluded the plaintiff from
relying on any alleged oral representations that were
inconsistent with the contract’s terms.
The plaintiff filed an objection to the motion to strike
and a memorandum in opposition. It argued that the
substitute complaint contained additional allegations
not found in the amended complaint, rendering the law
of the case doctrine inapplicable. It further argued that
the allegations that the defendant had assured Dolan
that ‘‘his job’’ was secure despite terminating the con-
tract prior to its expiration were legally sufficient to
support a claim of negligent misrepresentation. The
defendant filed a reply memorandum, and the plaintiff
filed a surreply memorandum.
The court, Wahla, J., issued a decision on May 1,
2018, rejecting the plaintiff’s arguments and granting
the motion to strike all counts. Specifically, after setting
forth the appropriate standard of review, the court
stated as follows: ‘‘In the present case, the added allega-
tions of the [substitute] complaint . . . substantially
[repeat] the same core allegations of the amended com-
plaint pertaining to the breach of contract and the
breach of the covenant of good and fair dealing. The
additional allegations are conclusory and fail to state
a legally sufficient claim for breach of contract or
breach of the covenant of good faith and fair dealing.
In the plaintiff’s objection, the cases relied upon by [it
are] distinguishable from the case at bar. Therefore,
both count[s] one and three are hereby ordered
stricken.
‘‘The additional count of negligen[t] misrepresenta-
tion of the [substitute] complaint fails as a matter of
law, as no reliance can be made upon oral words in
the existence of the written contract. . . . Hence,
count two is also ordered stricken.’’ (Citation omitted.)
The plaintiff did not file a new pleading within fifteen
days after the granting of the motion to strike. See
Practice Book § 10-44. The defendant thereafter filed a
motion for judgment in its favor and against the plaintiff
on the stricken complaint. The court granted the motion
and rendered judgment in favor of the defendant with-
out trial. This appeal followed.
The law governing our review of a trial court’s deci-
sion on a motion to strike is well settled. ‘‘A motion to
strike shall be used whenever any party wishes to con-
test . . . the legal sufficiency of the allegations of any
complaint . . . or of any one or more counts thereof,
to state a claim upon which relief can be granted . . . .’’
Practice Book § 10-39 (a). ‘‘Appellate review of a trial
court’s decision to grant a motion to strike is plenary.’’
U.S. Bank National Assn. v. Blowers, 332 Conn. 656,
667, 212 A.3d 226 (2019). ‘‘We take the facts to be those
alleged in the complaint that has been stricken and we
construe the complaint in the manner most favorable
to sustaining its legal sufficiency. . . . It is fundamen-
tal that in determining the sufficiency of a complaint
challenged by a defendant’s motion to strike, all well-
pleaded facts and those facts necessarily implied from
the allegations are taken as admitted.’’ (Internal quota-
tion marks omitted.) Doe v. Cochran, 332 Conn. 325,
333, 210 A.3d 469 (2019). Because a ‘‘motion to strike
is essentially a procedural motion that focuses solely
on the pleadings,’’ a reviewing court cannot ‘‘consider
material outside of the pleading that is being challenged
by the motion.’’ (Internal quotation marks omitted.)
Dlugokecki v. Vieira, 98 Conn. App. 252, 256, 907 A.2d
1269, cert. denied, 280 Conn. 951, 912 A.2d 483 (2006).
Nevertheless, ‘‘[a] complaint includes all exhibits
attached thereto.’’ Id., 258 n.3; see also Practice Book
§ 10-29.
I
The plaintiff first claims that, in considering the legal
sufficiency of the substitute complaint, the court
improperly failed to consider whether the applicable
contractual period was ambiguous and to construe the
claimed ambiguity against the defendant as the drafter
of the contract. We are not persuaded.
The plaintiff argues that an ambiguity existed with
respect to whether the defendant’s termination of the
contract prior to the expiration of the contractual
period constituted a breach of the contract because the
contract did not expire by its terms until December 31,
2016, establishing a contractual period of approxi-
mately four years, and yet the contract also provided
in a separate provision that the defendant could termi-
nate the contract at any time with five days’ written
notice. Although the plaintiff’s brief is not a model of
clarity, we construe the argument as follows: if the court
recognized the purported ambiguity in the contract, and
resolved it against the defendant as the drafter of the
contract, then the allegation in the complaint that the
defendant terminated the contract prior to the expira-
tion of the stated contractual period could reasonably
be construed as alleging that the defendant breached
an express term of the contract, which in turn should
have precluded the court from granting the motion to
strike as to count one. The plaintiff’s claim lacks merit,
however, because the contract simply is not ambiguous
in the manner suggested by the plaintiff.
‘‘[W]hether a contract is ambiguous is a question of
law for the court.’’ Enviro Express, Inc. v. AIU Ins. Co.,
279 Conn. 194, 200, 901 A.2d 666 (2006). ‘‘[A] contract
is ambiguous if the intent of the parties is not clear and
certain from the language of the contract itself. . . .
The 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. . . . If the language of the contract is susceptible
to more than one reasonable interpretation, the con-
tract is ambiguous. . . . The fact that the parties inter-
pret the terms of a contract differently, however, does
not render those terms ambiguous.’’ (Citation omitted;
internal quotation marks omitted.) Id., 199–200. ‘‘[W]e
accord the language employed in the contract a rational
construction based on its common, natural and ordinary
meaning and usage as applied to the subject matter of
the contract. . . . Moreover, in construing contracts,
we give effect to all the language included therein, as
the law of contract interpretation . . . militates
against interpreting a contract in a way that renders a
provision superfluous.’’ (Internal quotation marks omit-
ted.) EH Investment Co., LLC v. Chappo, LLC, 174
Conn. App. 344, 358, 166 A.3d 800 (2017). With these
principles in mind, we turn to the language of the
contract.
The plaintiff argues that the parties’ contract was
ambiguous because paragraphs 1 and 7 of the contract
‘‘cannot be reconciled.’’ Paragraph 1 of the contract
provides in relevant part: ‘‘This Agreement shall be
effective from the date first written above until Decem-
ber 31, 2016 unless terminated earlier in accordance
with Paragraph 7.’’ (Emphasis added.) Paragraph 7
provides in relevant part: ‘‘This Agreement . . . may
be terminated by the [defendant] upon five (5) days
written notice.’’ Contrary to the plaintiff’s argument,
these paragraphs are not contradictory. Although para-
graph 1 does, in fact, set forth a contractual period
of nearly four years, that provision is also expressly
qualified with the language ‘‘unless terminated earlier
. . . .’’ Rather than contradicting paragraph 7, para-
graph 1 expressly contains a cross-reference to para-
graph 7, which simply provides the conditions upon
which the contract may be terminated. Read together,
as they must be, the intent of the parties in agreeing
to those terms was to resume their contractual relation-
ship for almost four years unless the defendant chose
to terminate the relationship earlier by providing the
plaintiff with five days’ written notice.
The fact that the term setting forth the length of the
contract period is expressly qualified to allow early
termination and contains a cross-reference to the provi-
sion that authorizes at-will termination by the defendant
distinguishes the present case from the one appellate
case cited by the plaintiff in support of its claim, Dainty
Rubbish Service, Inc. v. Beacon Hill Assn., Inc., 32
Conn. App. 530, 630 A.2d 115 (1993). That case involved
the construction of inconsistent or conflicting clauses
in a contract; id., 532–34; which we simply do not have
here. The plaintiff’s claim that the contract was ambigu-
ous and that the court should have construed its ambi-
guity against the defendant in order to conclude that
the defendant had no contractual right to terminate the
parties’ business relationship prior to December 31,
2016, is simply without merit, and it provides no basis
for overturning the court’s decision to grant the motion
to strike the breach of contract count.
II
The plaintiff next claims that the court improperly
determined that the substitute complaint failed to state
a legally sufficient claim for breach of contract, particu-
larly given the new allegation in the substitute com-
plaint that the defendant terminated the parties’ con-
tract without providing the plaintiff with ‘‘sufficient
notice under the contract.’’ The plaintiff contends that
this constituted a legally sufficient allegation that the
defendant had violated a specific provision of the con-
tract, namely, the notice provision of the termination
clause. We are not persuaded that this allegation, with-
out more, satisfied the plaintiff’s pleading obligations
with respect to its breach of contract claim.
A complaint ‘‘shall contain a concise statement of
the facts constituting the cause of action . . . .’’ Prac-
tice Book § 10-20. ‘‘The purpose of the complaint is to
limit the issues to be decided at the trial of a case and
is calculated to prevent surprise. . . . It is fundamental
in our law that the right of a plaintiff to recover is limited
to the allegations in his complaint. . . . A plaintiff may
not allege one cause of action and recover on another.’’
(Internal quotation marks omitted.) Criscuolo v. Mauro
Motors, Inc., 58 Conn. App. 537, 544–45, 754 A.2d 810(2000). ‘‘Conclusions of law, absent sufficient alleged
facts to support them, are subject to a motion to strike.’’
Fortini v. New England Log Homes, Inc., 4 Conn. App.
132, 134–35, 492 A.2d 545, cert. dismissed, 197 Conn.
801, 495 A.2d 280 (1985). ‘‘The elements of a breach of
contract action are [1] the formation of an agreement,
[2] performance by one party, [3] breach of the agree-
ment by the other party and [4] damages.’’ (Internal
quotation marks omitted.) Keller v. Beckenstein, 117
Conn. App. 550, 558, 979 A.2d 1055, cert. denied, 294
Conn. 913, 983 A.2d 274 (2009). ‘‘To survive a motion
to strike, the plaintiff’s complaint must allege all of the
requisite elements of a cause of action.’’ Stancuna v.
Schaffer, 122 Conn. App. 484, 489, 998 A.2d 1221 (2010).
The court, in granting the first motion to strike in this
matter, indicated that none of the defendant’s alleged
actions, as set forth in the initial complaint, reasonably
could be construed as alleging that the defendant had
breached any particular contractual term. In other
words, the complaint failed to allege facts sufficient to
satisfy the third element of an action for breach of
contract. In granting the second motion to strike, the
court concluded that the plaintiff had not changed the
core allegations of its breach of contract claim and
that the added allegations did not remedy the initial
complaint’s failure to state a legally sufficient cause of
action. We agree with that assessment.
On appeal, the plaintiff directs our attention to the
added allegation in the substitute complaint that the
defendant terminated the contract without providing
the plaintiff with ‘‘sufficient notice under the contract,’’
arguing that this allegation was sufficient to allege a
breach of a specific contractual provision. That allega-
tion, however, must be read and evaluated within the
context of the allegations in the count as a whole.
Although the plaintiff generally alleged that it did
not receive ‘‘sufficient notice’’ prior to the defendant’s
termination of the contract, it did not provide the neces-
sary factual allegations describing the manner in which
the notice it received was insufficient. The contract’s
termination provision provided in relevant part that the
contract could be terminated by the defendant ‘‘upon
five (5) days written notice.’’ Accordingly, insufficient
notice could refer to a defect in either the timing of the
notice, the form of the notice, or both. The complaint
does not directly reference the contract’s notice provi-
sion. The plaintiff also does not allege whether the
notice it received was insufficient because it received
less than five days’ notice or because the notice was
not in writing. Although the plaintiff argues on appeal
that it was only provided with four days’ notice, that
factual allegation is missing from the complaint. The
purpose of fact pleading is to put the defendant and
the court on notice of the important and relevant facts
claimed and the issues to be tried. See Harris v. Shea,
79 Conn. App. 840, 842–43, 832 A.2d 97 (2003). Those
facts are lacking here.
Furthermore, even broadly construed, the breach of
contract count as pleaded focuses entirely on the defen-
dant’s decision to terminate the parties’ contract prior
to the expiration of the contractual period, despite oral
assurances that the defendant intended to continue with
its business arrangement with the plaintiff. Said another
way, it was the termination of the contract itself, not
the precise manner in which the defendant effectuated
that termination, that formed the basis for the plaintiff’s
claims of breach of contract and breach of the covenant
of good faith and fair dealing.7 Even if the plaintiff
intended that the failure to give five days’ notice would
serve as an additional basis for its claim of breach of
contract, the plaintiff made no factual allegation that
it had been damaged by that particular alleged breach.
The sole allegation of damages in the complaint regard-
ing breach of contract was that ‘‘[a]s a result of the
defendant’s termination of the contract, the plaintiff
has lost the benefit of its bargain and suffered financial
loss.’’ (Emphasis added.) Because damages are an ele-
ment of a cause of action for breach of contract, in
order to recover for breach of contract based on a lack
of sufficient notice prior to termination, the plaintiff
was required to allege how it was damaged by the lack of
‘‘sufficient notice . . . .’’ Such allegations are lacking
in the substitute complaint.
Although we must read the pleadings broadly, the
plaintiff must still allege sufficient facts that, if proven
true, would establish all elements of the cause of action
alleged. Even if we were to assume for the sake of
argument that a bald allegation of insufficient notice of
termination under the contract, without any additional
facts, was sufficient to plead a breach of the agreement,
the plaintiff failed to allege that it was harmed by the
purported one day lack of notice. We agree with the
court’s assessment that, viewed in a light most favorable
to upholding their legal sufficiency, the pleadings still
fail to allege facts sufficient to state a cause of action
for breach of contract.
III
Finally, the plaintiff claims that, on the basis of the
allegations that the defendant, through its agent, had
represented to the plaintiff that the contract would
remain in effect for more than three years, the trial
court should have concluded that the defendant was
estopped from relying on the contract’s termination
provision. According to the plaintiff, because the defen-
dant should have been estopped from terminating the
contract due to the assurances made prior to and follow-
ing the execution of the contract, the court should have
viewed the allegation in the complaint that the defen-
dant terminated the contract prior to its expiration as
sufficient to allege both a breach of the contract and
a breach of the covenant of good faith and fair dealing.8
Furthermore, the plaintiff claims that those same
alleged representations or assurances supported a
cause of action for negligent misrepresentation.
Because we conclude that any reliance by the plaintiff
on the alleged representation would have been unrea-
sonable as a matter of law in the face of a fully integrated
written contract containing a merger clause, the allega-
tions are simply insufficient to support any of the causes
of action alleged in the operative complaint.
An integrated contract, meaning ‘‘one that the parties
have reduced to written form and which represents the
full and final statement of the agreement between the
parties . . . must be interpreted solely according to
the terms contained therein. Whether a contract is
deemed integrated oftentimes will turn on whether a
merger clause exists in the contract. . . . The presence
of a merger clause in a written agreement establishes
conclusive proof of the parties’ intent to create a com-
pletely integrated contract and, unless there was
unequal bargaining power between the parties, the use
of extrinsic evidence in construing the contract is pro-
hibited. . . .
‘‘We long have held that when the parties have delib-
erately put their engagements into writing, in such
terms as import a legal obligation, without any uncer-
tainty as to the object or extent of such engagement,
it is conclusively presumed, that the whole engagement
of the parties, and the extent and manner of their under-
standing, was reduced to writing. After this, to permit
oral testimony, or prior or contemporaneous conversa-
tions, or circumstances, or usages [etc.], in order to
learn what was intended, or to contradict what is writ-
ten, would be dangerous and unjust in the extreme.
. . . Although there are exceptions to this rule, we con-
tinue to adhere to the general principle that the unam-
biguous terms of a written contract containing a merger
clause may not be varied or contradicted by extrinsic
evidence. . . . Courts must always be mindful that par-
ties are entitled to the benefit of their bargain, and the
mere fact it turns out to have been a bad bargain for
one of the parties does not justify, through artful inter-
pretation, changing the clear meaning of the parties’
words.’’ (Citations omitted; emphasis added; internal
quotation marks omitted.) EH Investment Co., LLC v.
Chappo, LLC, supra, 174 Conn. App. 359–60.
It is axiomatic that to prevail on a claim of estoppel,
‘‘it is not enough that a promise was made; reasonable
reliance thereon, resulting in some detriment to the
party claiming the estoppel, also is required.’’ (Empha-
sis added.) Ferrucci v. Middlebury, 131 Conn. App. 289,
305, 25 A.3d 728, cert. denied, 302 Conn. 944, 31 A.3d
382 (2011). Similarly, in order to recover on a claim of
negligent misrepresentation, ‘‘the plaintiff is required
to prove reasonable reliance on the defendant’s misrep-
resentation.’’ (Emphasis added.) National Groups, LLC
v. Nardi, 145 Conn. App. 189, 193, 75 A.3d 68 (2013).
Here, the plaintiff executed a fully integrated contract
with a merger clause that provided in express terms that
the contract could not be altered except by a written
agreement and that the contract terms superseded any
prior understanding between the parties. Thus, any
reassurances that the defendant may have provided
to the plaintiff prior to the execution of the contract
regarding the length of the parties’ anticipated business
relationship were superseded by the provisions in the
contract stating that the contract could be terminated
by the defendant, at will, upon five days’ written notice.
Moreover, any oral assurances, promises, or representa-
tions made during the course of the contractual period
that contradicted the provisions of the contract simi-
larly would have had no legal effect unless committed
to a writing signed by both parties. In other words, it
would have been unreasonable as a matter of law for the
plaintiff to have relied on any alleged representations
by the defendant or its agent suggesting that the plaintiff
could expect to continue providing the defendant secu-
rity service for more than three years. Such allegations
in the complaint, therefore, were legally insufficient to
support any of the causes of action alleged by the
plaintiff.
The judgment is affirmed.
In this opinion the other judges concurred.
1
Although the plaintiff briefs its estoppel and negligent misrepresentation
claims separately, we address them together because we conclude that they
fail for primarily the same reason.
2
The plaintiff alleged in its complaint that, on the basis of these assurances,
it had ‘‘refrained from developing other clients.’’
3
The plaintiff argued in its opposition to the first motion to strike that
the contract provision permitting the defendant to terminate the contract
unilaterally was both procedurally and substantively unconscionable. The
plaintiff contended that it was procedurally unconscionable because the
defendant, who drafted the agreement, was a large corporation that had
superior bargaining power over the plaintiff, which was a small, single
member company. The plaintiff also contended that the provision was sub-
stantively unconscionable because, by its terms, only the defendant could
terminate the agreement at will, whereas the plaintiff was bound for the
duration of the contractual period. Ordinarily, unconscionability is raised
as a defense to the enforcement of a contract. See Bender v. Bender, 292
Conn. 696, 731–32, 975 A.2d 636 (2009). In the present case, the plaintiff
seems to invoke it to bolster its argument that the court should construe the
allegation that the defendant terminated the contract before the contractual
period expired as alleging a breach of the contract because, if the court
deemed the termination provision unconscionable and, thus, unenforceable,
the defendant would have had no legal right to terminate the contract as
it did. The plaintiff did not attempt to revive this unconscionability argument
either in opposition to the second motion to strike or as an issue on appeal.
Accordingly, we do not address it further.
4
Practice Book § 10-44 provides in relevant part: ‘‘Within fifteen days after
the granting of any motion to strike, the party whose pleading has been
stricken may file a new pleading,’’ and if the party fails to do so, ‘‘the judicial
authority may, upon motion, enter judgment against said party on said
stricken complaint, counterclaim or cross complaint, or count thereof. . . .’’
5
We note that the right to file a new pleading under Practice Book § 10-
44, ‘‘is limited to making those corrections needed to render the claims set
forth in the original pleading legally sufficient. It is not an opportunity to
file wholly amended pleadings that assert new legal claims . . . permission
for which ordinarily could be obtained only in accordance with the provi-
sions of Practice Book § 10-60. . . . An example of a proper pleading filed
pursuant to Practice Book § 10-44 is one that suppl[ies] the essential allega-
tion lacking in the complaint that was stricken.’’ (Citations omitted; internal
quotation marks omitted.) Perugini v. Giuliano, 148 Conn. App. 861, 878,
89 A.3d 358 (2014). Unlike with the amended complaint, the plaintiff did not
request permission from the court to file the substitute complaint pursuant
to Practice Book § 10-60. Neither the defendant nor the court, however,
raised this as an issue in litigating the second motion to strike, nor has the
defendant raised it on appeal as an alternative ground for affirmance with
respect to count two.
6
Practice Book § 10-29 (a) provides in relevant part: ‘‘Any plaintiff . . .
desiring to make a copy of any document a part of the complaint shall refer
to it as Exhibit A, B, C, etc. . . . Except as required by statute, the plaintiff
shall not annex the document or documents referred to as exhibits to the
complaint, or incorporate them in the complaint, at full length . . . .’’ The
entirety of the contract, therefore, was a part of the allegations of the com-
plaint.
7
This construction of the plaintiff’s complaint is consistent with the argu-
ment made by the plaintiff in opposing the second motion to strike. In its
opposition, the plaintiff argued that the additions it made to the substitute
complaint ‘‘allege that the defendant terminated the agreement without
citing a breach and that the agreement set out a three year agreement
and the defendant breached by terminating the agreement prior to the
expiration of those three years.’’ (Emphasis added.)
8
As with the prior claim, the plaintiff fails to explain precisely how this
claim of error relates to the court’s granting of the motion to strike. To the
extent that the plaintiff intends to argue that the allegations of estoppel in
the complaint were sufficient to state a cognizable cause of action for
promissory estoppel, the plaintiff never asked the trial court to construe
the complaint in that fashion, and even if it had, the complaint would fail
to state a claim of promissory estoppel for the same reasons that apply to
the causes of action that were explicitly alleged.