GRUENDEL, J.
In this breach of contract action, the plaintiff, Wyatt Energy, Inc. (Wyatt), appeals from the judgment of the trial court, rendered after a bench trial, in favor of the defendants, Motiva Enterprises, LLC (Motiva), Shell Oil Company and its successor Shell Oil Products Company, LLC (Shell) and Equiva Trading Company.
The present dispute is the result of a series of events over one decade in the making. On May 1, 1997, Wyatt and Shell entered into an agreement (agreement) for Shell's exclusive use of logistical and storage services associated with Wyatt's port terminal (Wyatt terminal), located in New Haven harbor. The agreement was to run for ten years, from May 1, 1997, through April 30, 2007. Additionally, the agreement included the following operative provisions:
"F) RIGHT OF FIRST REFUSAL
"If ... Wyatt receives or solicits a bona fide written offer of purchase for the [Wyatt terminal] which Wyatt intends to accept, it shall provide Shell with written notice thereof, together with a copy of such written offer. Shell shall have the excusive right and option within forty-five (45) days of the date of its receipt of such written notice to enter into a binding agreement with Wyatt for the purchase of the [Wyatt terminal] ... upon the terms and conditions set forth in such written offer.... Wyatt shall be free to sell the [Wyatt terminal] to [a] third party [provided that] ... [a]ny such third party shall be bound to accept assignment of this [a]greement and honor all terms and obligations [thereto]....
"13. DEFAULT
"Upon default, the non-defaulting party shall, within thirty (30) days of knowledge thereof, notify, in writing, the defaulting party of the particulars of such default and the defaulting party shall have thirty (30) days thereafter to cure such default...."
In September, 1998, Shell assigned its interest in the agreement to Motiva. In August, 1999, Wyatt was approached by Williams Energy Ventures, Inc. (Williams Energy),
On June 8, 2000, Wyatt wrote to Motiva, claiming that Motiva's purchase of the Cargill terminal undermined the purpose of the agreement, which, according to Wyatt, was that in exchange for Wyatt granting Motiva complete control over the Wyatt terminal, Motiva would use the Wyatt terminal as its sole terminal in the New Haven area.
Shortly after Motiva's receipt of Wyatt's termination notice, Motiva sent Wyatt a demand for arbitration, alleging that Wyatt's conduct constituted a breach of the agreement.
Following a bench trial on Motiva's counterclaim for breach of contract, the court rendered judgment in favor of Motiva and Wyatt appealed to this court, claiming, inter alia, that the trial court had improperly granted Motiva's motion for summary judgment with respect to Wyatt's special defense of illegality. In reversing the trial court's judgment and remanding the case for a new trial, this court held that Wyatt was entitled to present evidence that, as a party to the agreement, it may be subject to liability given the potential antitrust violations associated with Motiva's acquisition of the Cargill terminal. See Wyatt Energy, Inc. v. Motiva Enterprises, LLC, 104 Conn.App. 685, 700-701, 936 A.2d 280 (2007), cert. denied, 286 Conn. 901, 943 A.2d 1103 (2008).
Accordingly, on remand, Wyatt was permitted to present evidence as to its special defense of illegality during a new bench
Wyatt's first claim is that the court improperly failed to consider whether its conduct in breach of the agreement was justified by a potential, as opposed to an actual, antitrust violation. Specifically, Wyatt argues that the trial court incorrectly read this court's decision in Wyatt Energy, Inc., as requiring that, for Wyatt to prevail on its special defense of illegality, it had to prove the existence of an actual antitrust violation, rather than showing that its conduct in breach of the agreement was justified by an objectively reasonable belief that Motiva's purchase of the Cargill terminal created a potential antitrust violation. Our review of Wyatt Energy, Inc., as well as the trial court's memorandum of decision rejecting Wyatt's special defense, demonstrates clearly that Wyatt's first claim is without merit.
The principle issue addressed in Wyatt Energy, Inc., was the propriety of the trial court's decision granting summary judgment in favor of Motiva on Wyatt's special defense of illegality. Wyatt Energy, Inc. v. Motiva Enterprises, LLC, supra, 104 Conn.App. at 692-701, 936 A.2d 280. In concluding that the trial court incorrectly had precluded Wyatt from presenting its special defense during the initial trial, this court made three definitive rulings in Wyatt Energy, Inc. First, as a preliminary issue, the trial court in Wyatt Energy, Inc., incorrectly applied Texas law,
Next, Wyatt claims that the court applied an incorrect legal standard in determining the relevant product and geographic markets applicable to the court's antitrust analysis. Specifically, Wyatt argues that by incorrectly defining the relevant product and geographic markets, the court's antitrust analysis was fundamentally flawed, thereby warranting reversal and a new trial. We disagree.
The following additional facts are relevant to the disposition of this claim. To consider adequately the nature of Wyatt's special defense of antitrust violations, the court was called upon to make a threshold determination as to the relevant product and geographic markets that govern a substantive antitrust analysis. Indeed, without first defining the relevant product and geographic markets applicable to alleged antitrust violations, the court would not be in a position to determine whether antitrust act violations were occurring, or had occurred previously. See Bridgeport Harbour Place I, LLC v. Ganim, 111 Conn.App. 197, 201, 958 A.2d 210 (2008), cert. granted, 290 Conn. 906, 962 A.2d 793 (2009); see also Brown Shoe Co. v. United States, 370 U.S. 294, 324, 82 S.Ct. 1502, 8 L.Ed.2d 510 (1962). As such, both parties presented extensive expert testimony in advance of their respective definitions of the relevant product and geographic markets applicable to Wyatt's antitrust defense.
At the conclusion of Williams' testimony, the court heard from Motiva's expert economist, Joseph P. Kalt, regarding his opinions of the "competitive implications" of Motiva's acquisition of the Cargill terminal. Although Kalt also focused on terminalling services for purposes of defining the relevant product market, he explained that such services could not be viewed in isolation when conducting an antitrust analysis. Rather, Kalt described how different checks and balances within the terminalling services product market affected the competitive implications involved with the Motiva-Cargill transaction. Similarly, with respect to geographic market considerations, Kalt's analysis did not focus exclusively on Connecticut, but also included other regional markets, particularly Rhode Island. In sum, Kalt opined that "based on the realities of this industry and this marketplace and the nature of the competition... [Motiva's] acquisition of Cargill... did not portend [a substantial danger of anticompetitive] market power or monopoly...."
In its memorandum of decision, the court explained that, with respect to defining the relevant product and geographic markets applicable to Wyatt's antitrust allegations, Kalt's testimony was more credible than that of Williams. Specifically, the court ruled that on the basis of the expert testimony presented, "Wyatt did not prove that had it not terminated the ... [a]greement, Motiva's acquisition of the Cargill [t]erminal gave Motiva market power ... within the relevant product market" in violation of the antitrust act. In so ruling, the court reviewed in detail the nature of Kalt's testimony within the context of the particular antitrust act violations advanced by Wyatt in its special defense. Thus, on the basis of the product and geographic market definitions articulated by Kalt, the court concluded that Wyatt had not proven a violation of either § 35-26 or § 35-27.
Wyatt now claims that by adopting Kalt's definitions of the relevant product and geographic markets, the court applied an incorrect legal standard when reviewing Wyatt's allegations of antitrust act violations. As Wyatt argues, by adopting incorrect definitions of the relevant product and geographic markets, the court's antitrust analysis was fundamentally flawed.
We begin by setting forth our standard of review. "[P]roper analysis in an antitrust case first requires [a] determination of the relevant market.... The relevant market for purposes of antitrust litigation is the area of effective competition within which the defendant operates." (Citations omitted; internal quotation marks omitted.) Miller's Pond Co., LLC v. New London, 273 Conn. 786, 814, 873 A.2d 965 (2005). "The area of effective competition must be determined by reference to a product market (the line of commerce) and a geographic market (the section of the country)." (Internal quotation marks omitted.) Brown Shoe Co. v.
"Questions of fact are subject to the clearly erroneous standard of review.... A finding of fact is clearly erroneous when there is no evidence in the record to support it ... or when although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed.... Because it is the trial court's function to weigh the evidence ... we give great deference to its findings." (Internal quotation marks omitted.) Reiner, Reiner & Bendett, P.C. v. Cadle Co., 278 Conn. 92, 107, 897 A.2d 58 (2006); see also Practice Book § 60-5. "The weight to be given to the evidence and to the credibility of witnesses is solely within the determination of the trier of fact.... In reviewing factual findings, [w]e do not examine the record to determine whether the [court] could have reached a conclusion other than the one reached.... Instead, we make every reasonable presumption... in favor of the trial court's ruling." (Internal quotation marks omitted.) DiRienzo Mechanical Contractors, Inc. v. Salce Contracting Associates, Inc., 122 Conn.App. 163, 176, 998 A.2d 820, cert. denied, 298 Conn. 910, 4 A.3d 831 (2010).
In the present case, the essence of Wyatt's claim is that by rejecting its expert's definitions of the relevant product and geographic markets, the court's antitrust analysis was improper. Wyatt contends that, given Williams' testimony, the court incorrectly found that the relevant product and geographic markets extended beyond terminalling services and Connecticut, respectively. The record is clear, however, that the court did engage in a deeply fact-intensive inquiry when defining the relevant product and geographic markets applicable to Wyatt's special defense. See Miller's Pond Co., LLC v. New London, supra, 273 Conn. at 814, 873 A.2d 965. The record is equally clear that the court's decision to credit explicitly the testimony of Motiva's expert, rather than that of Wyatt's, is supported adequately by the evidence in this case. Although Wyatt may disagree with the court's decision to define the relevant product and geographic markets according to Kalt's reasoning, there is nothing improper in the way the court's antitrust analysis proceeded. To the contrary, our review of the record confirms that the court's decision to adopt Kalt's definitions of the product and geographic markets was based on a thorough consideration of all of the relevant expert testimony presented. Therefore, we conclude that the court's determination with respect to the relevant product and geographic markets finds ample support in the record and the court's findings attendant thereto are not clearly erroneous. Accordingly, Wyatt's claim to the contrary fails.
Next, Wyatt argues that the court improperly failed to conclude that Motiva's acquisition of the Cargill terminal resulted in actual antitrust violations. Specifically, Wyatt contends that the court ignored evidence that, after acquiring the Cargill terminal, Motiva engaged in clearly anticompetitive behavior as circumscribed by the antitrust act, particularly the intentional reduction of business activity at the Wyatt terminal. We are not persuaded.
Disposition of this claim does not require a protracted analysis. The entirety of Wyatt's principal brief addressing this claim is premised on the argument that, "subsequent to Motiva's purchase
Wyatt next claims that the court improperly concluded that by unilaterally terminating the agreement and selling the Wyatt terminal to Williams Energy, Wyatt committed a material breach of the agreement. Specifically, Wyatt argues that by acquiring the Cargill terminal and expressing a persistent unwillingness to exercise its right of first refusal under paragraph F, Motiva anticipatorily repudiated the agreement, thereby excusing Wyatt's continued performance thereof. We disagree.
The following additional facts are relevant to the disposition of this claim. During trial, Motiva alleged, inter alia, that by failing to provide notice of the particulars of its default under the agreement and by failing to provide a thirty day cure period to remedy the alleged defaults, Wyatt materially breached paragraph 13 of the agreement.
In its memorandum of decision, the court rejected Wyatt's anticipatory repudiation argument, finding that "[t]here was no credible evidence presented excusing
Before addressing the merits of Wyatt's claim, we begin by setting forth the standard of review and legal principles governing our analysis. "A contract must be construed 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 circumstances connected with the transaction.... [T]he intent of the parties [to a contract] is to be ascertained by a fair and reasonable construction of the written words and ... the language used must be accorded its common, natural, and ordinary meaning and usage where it can be sensibly applied to the subject matter of the contract.... Where the language of the contract is clear and unambiguous, the contract is to be given effect according to its terms. A court will not torture words to import ambiguity where the ordinary meaning leaves no room for ambiguity.... [C]ourts do not unmake bargains unwisely made. Absent other infirmities, bargains moved on calculated considerations, and whether provident or improvident, are entitled nevertheless to sanctions of the law.... Although parties might prefer to have the court decide the plain effect of their contract contrary to the agreement, it is not within its power to make a new and different agreement.... As stated by our Supreme Court, a presumption that the language used is definitive arises when ... the contract at issue is between sophisticated parties and is commercial in nature....
"Whether there was a breach of contract is ordinarily a question of fact.... We review the court's findings of fact under the clearly erroneous standard.... The trial court's findings are binding upon this court unless they are clearly erroneous in light of the evidence and the pleadings in the record as a whole." (Citation omitted; internal quotations marks omitted.) Neubig v. Luanci Construction, LLC, 124 Conn.App. 425, 432-33, 4 A.3d 1273 (2010).
Here, Wyatt claims that "Motiva's decision to buy the Cargill terminal, move all of its customers to that terminal and block Wyatt from competing for their business was an anticipatory repudiation of the very essence of the [a]greement...." As Wyatt argues, Motiva's anticipatory repudiation of the agreement excused its continued adherence to the terms thereof, including paragraph 13. As a manifestation of the parties' intent, however, the essence of the agreement is to be interpreted, whenever possible, according to its terms. See William Raveis Real Estate, Inc. v. Newtown Group Properties Ltd. Partnership, 95 Conn.App. 772, 776, 898 A.2d 265 (2006) ("[a] contract must be construed to effectuate the intent of the parties, which is determined from the language used" [internal quotation marks omitted]). Similarly, the determination of whether a party has breached the terms of an agreement is an analysis rooted in the specific factual circumstances giving rise to a contract dispute as found, in this case, by the trial court. See Neubig v. Luanci Construction, LLC, supra, 124 Conn.App. at 433, 4 A.3d 1273. In contrast to Wyatt's assertions, the record in the case at bar demonstrates, as a threshold consideration, that Motiva's acquisition of the
In sum, we conclude, as did the court, that "[n]othing in the [a]greement stated that Wyatt was excused from providing Motiva the ... opportunity to cure ... for any reason including Wyatt's belief that Motiva would not cure the default." In light of the facts as found by the court, as well as the unambiguous language of the agreement, it is readily apparent that the court properly determined that Wyatt's conduct amounted to a material breach. Accordingly, Wyatt's claim fails.
Wyatt's remaining claim is that the court improperly awarded Motiva contract damages on the basis of illegitimate speculation and unsupported assumptions. Specifically, Wyatt argues that the court's damages award was, in part, premised on "a hypothetical renewal of [a] third-party contract between Motiva and [the] Citgo [Petroleum Corporation (Citgo)]." We disagree.
The following additional facts are relevant to the resolution of this claim. In support of the damages element of its breach of contract claim, Motiva presented the expert testimony of Daniel Grinstead, an economist and the general manager of strategy and planning and business development for Motiva. Grinstead explained that Citgo was Motiva's primary customer at the Wyatt terminal and, at the time that Wyatt terminated the agreement, Citgo and Motiva were parties to a contract set to expire in approximately two years, or August, 2002 (Citgo contract). The terms of the Citgo contract also called for automatic one year renewals "unless terminated by either party upon one hundred eighty (180) days written notice prior to the commencement of the next term." As Grinstead further explained, given the historical earnings and revenue generated from the Motiva-Citgo relationship, Motiva would have earned a specific gross revenue for the remaining two years of the Citgo contract, had Wyatt not unilaterally terminated the agreement.
On the basis of the testimony presented by Grinstead and Barnett, as well as other evidence offered by Motiva to support its damages claim, the court concluded that, given Wyatt's breach of the agreement on June 23, 2000, Motiva was entitled to damages equal to the lost gross revenue Motiva would have earned from the two years remaining on the Citgo contract. Additionally, although mindful of the possibility that the Motiva-Citgo relationship could end at the expiration of the Citgo contract, Motiva had proven to a reasonable certainty that it would have remained contractual partners with Citgo throughout the ten year term of the agreement but for Wyatt's unjustified termination thereof. Thus, the court also awarded Motiva damages based on historical earnings for the lost revenue it would have earned from its Citgo relationship for the entirety of the approximately seven years remaining under the agreement.
On appeal, Wyatt does not argue that the court incorrectly awarded damages to Motiva for the two years that remained on the Citgo contract at the time Wyatt terminated the agreement. Instead, Wyatt challenges the court's damages award with respect to the five additional years that remained under the agreement after the Citgo contract was set to expire. As Wyatt argues, the court incorrectly "awarded [Motiva] damages based on the lost [revenue] from Citgo ... for the five years after the expiration of the Citgo contract, based on the assumption that, had the Wyatt-Motiva [a]greement remained in place after Motiva's purchase of the Cargill [t]erminal, Citgo and Motiva would have extended the terms of their original [five] year contract from 2002 through 2007." (Emphasis omitted.)
"It is axiomatic that the burden of proving damages is on the party claiming them.... When damages are claimed they are an essential element of the plaintiff's proof and must be proved with reasonable certainty.... Damages are recoverable only to the extent that the evidence affords a sufficient basis for estimating their amount in money with reasonable certainty.... Although damages often are not susceptible of exact pecuniary computation and must be left largely to the sound judgment of the trier ... this situation does not invalidate a damage award as long as the evidence afforded a basis for a reasonable estimate by the [trier] of that amount.... The determination of damages involves a question of fact that will not be overturned unless it is clearly erroneous." (Citation omitted; internal quotation marks omitted.) Lawson v. Whitey's Frame Shop, 241 Conn. 678, 689-90, 697 A.2d 1137 (1997).
In the present case, we conclude that the court's award of damages for the
The judgment is affirmed.
In this opinion the other judges concurred.
General Statutes § 35-27 provides: "Every contract, combination, or conspiracy to monopolize, or attempt to monopolize, or monopolization of any part of trade or commerce is unlawful."