WEST, J.
The defendant, Robert St. Germain, appeals from the judgment of the trial court rendered in favor of the plaintiff, Marcel St. Germain, Sr., for breach of contract arising from the sale of certain real property and on the defendant's counterclaim. On appeal, the defendant claims that the court improperly (1) found that a contract existed between the parties, (2) found that equitable estoppel barred his statute of frauds defense and (3) rejected his special defenses and counterclaim. We disagree and, accordingly, affirm the judgment of the trial court.
The following uncontested evidence was presented at trial. The parties are brothers. In 1988, the plaintiff, the defendant and their other brother, Paul St. Germain, purchased the subject real property located at 1048 West Main Street in Waterbury, from their mother. Two years later, Paul St. Germain transferred his interest in the property to the defendant and the plaintiff. After Paul St. Germain's transfer of his interest in the property, the defendant was the only party who used the
In finding in favor of the plaintiff on his breach of contract claim, the court found the following facts. At some point in 1999, the parties entered into an oral agreement whereby the plaintiff agreed to transfer his interest in the property by quitclaim deed to the defendant, and the defendant agreed to pay the consideration set forth in the deed when the plaintiff retired. On November 12, 1999, the plaintiff signed, and the defendant accepted, a quitclaim deed conveying the plaintiff's interest in the property for $29,243.47, which the plaintiff did not receive at that time. The plaintiff retired in February, 2005, and requested the $29,243.47 payment from the defendant pursuant to their oral agreement and as set forth in the quitclaim deed. The defendant did not make the requested payment to the plaintiff.
On October 9, 2007, the plaintiff filed this action, seeking monetary damages for breach of contract. The defendant filed a reply asserting eight special defenses and an eight count counterclaim.
On appeal, the defendant claims that the court improperly (1) found that a contract existed between the parties, (2) found that equitable estoppel barred his statute of frauds defense and (3) rejected his special defenses of unclean hands and setoff, as well as his counterclaim alleging assault and battery, negligence per se, and recklessness. Additional facts will be set forth as necessary.
We now set forth the applicable standard of review. "An appellate court's review of a trial court decision is circumscribed by the appropriate standard of review. As we have often stated: The scope of our appellate review depends upon the proper characterization of the rulings made by the trial court. To the extent that the trial court has made findings of fact, our review is limited to deciding whether such findings were clearly erroneous. When, however, the trial court draws conclusions of law, our review is plenary and we must decide whether its conclusions are legally and logically correct and find support in the facts that appear in the record." (Internal quotation marks omitted.) Brennan Associates v. OBGYN Specialty Group, P.C., 127 Conn.App. 746, 753, 15 A.3d 1094, cert. denied, 301 Conn. 917, 21 A.3d 463 (2011).
First, the defendant argues that there was no contract in existence between him and the plaintiff. "The existence of a contract is a question of fact to be determined by the trier on the basis of all of the evidence." (Internal quotation marks omitted.) Harley v. Indian Spring Land Co., 123 Conn.App. 800, 813, 3 A.3d 992 (2010). "In order for an enforceable contract to exist, the court must find that the parties' minds had truly met.... If there has been a misunderstanding between the parties, or a misapprehension by one or both so that their minds have never met, no contract has been entered into by them and the court will not make for them a contract which they themselves did not make.... [A]n agreement must be definite and certain as to its terms and requirements." (Internal quotation marks omitted.) Tsionis v. Martens, 116 Conn.App. 568, 577, 976 A.2d 53 (2009).
The record before us reveals that the court did not expressly find that a contract existed between the parties. Because, however, the court found in favor of the plaintiff on his breach of contract claim and the elements of a breach of contract action include the formation of an agreement, the court must have found that a contract existed. See Harley v. Indian Spring Land Co., supra, 123 Conn.App. at 813 n. 12, 3 A.3d 992. Although the court, in its memorandum of decision, thoroughly discussed the evidence presented at trial which would support a finding that a contract existed, it did not set forth the basis of its finding. We conclude that the court's implicit finding that a contract existed between the parties was not clearly erroneous because it was supported by the evidence presented at trial.
Next, the defendant claims that the court improperly applied the doctrine of equitable estoppel in barring the defendant from asserting a statute of frauds defense. We disagree.
Here, the court rejected the defendant's statute of frauds defense on the basis of equitable estoppel because it found part performance by the defendant. "[T]he elements required for part performance are: (1) statements, acts or omissions that lead a party to act to his detriment in reliance on the contract; (2) knowledge or assent to the party's actions in reliance on the contract; and (3) acts that unmistakably point to the contract.... Under this test, two separate but related criteria are met that warrant precluding a party from asserting the statute of frauds.... First, part performance satisfies the evidentiary function of the statute of frauds by providing proof of the contract itself.... Second, the inducement of reliance on the oral agreement implicates the equitable principle underlying estoppel because repudiation of the contract by the other party would amount to the perpetration of a fraud."
Here, the court found all of the elements of equitable estoppel. The court found that "the plaintiff has demonstrated not only his reliance on the quitclaim deed and the terms contained therein, but part performance in executing and delivering the quitclaim deed prepared by the defendant's attorney." In summary fashion, the defendant argues that the court ignored "long standing equity jurisprudence" by incorrectly applying the doctrine of equitable estoppel. On the basis of our review of the record, we cannot conclude that the court improperly applied the doctrine.
Finally, the defendant claims that the court improperly rejected the counts of his counterclaim alleging assault and battery, negligence per se and recklessness and his special defenses of unclean hands and setoff. The defendant's counterclaim and special defenses are based on the May 10, 2007 physical altercation that occurred between the parties. Both parties testified as to the details of the encounter. The court credited the plaintiff's account. In its memorandum of
The judgment is affirmed.
In this opinion the other judges concurred.
We note that in the first count of his counterclaim, the defendant incorporated his first special defense that the plaintiff's hands were unclean. Unclean hands is a special defense, not an independent claim. See Kosinski v. Carr, 112 Conn.App. 203, 209 n. 6, 962 A.2d 836 (2009). The defendant withdrew this count prior to the commencement of the trial.