NORCOTT, J.
The sole issue in this certified appeal is whether a corporate principal or officer may be held personally liable for the tort of negligent misrepresentation in connection with statements made by that principal or officer that, under the apparent authority doctrine, also create binding contractual liabilities for the corporate entity. The defendant Jeffrey S. Hoffman
The Appellate Court's opinion aptly sets forth the following relevant facts, as pleaded in the operative complaint
"In count six, the plaintiff alleged, in part, that `Hoffman entered into agreements with Signature Construction Services,
"The court reviewed the parties' arguments. Hoffman argued that count six was really `a claim of breach of contract based upon the promises and representation of [Hoffman]' and that `when a party misrepresents another person to be his agent, that does not state a claim for misrepresentation but merely affords a factual basis for inferring that the putative agent had apparent authority to bind the principal who made the representation.' The court noted that the plaintiff asserted that its claim that `Hoffman's misrepresentation as to Signature's authority to act for him and [Hoffman Enterprises], in relation to the Hoffman Auto Park construction project, was in fact a misrepresentation of fact, then known to be false, which it reasonably relied on to its detriment.' The court found: `At no point, however, does [the plaintiff] specify how it ever relied upon that misrepresentation to its detriment except by agreeing to perform extra work on the project with Signature'[s] approval — in their words, as the defendants have asserted, by entering into and performing work under contracts which the defendants are bound to honor based upon Signature's approval....' The court concluded that the count did not state a valid claim for negligent misrepresentation and granted Hoffman's motion to strike that count. Pursuant to Practice Book § 10-44,
The plaintiff appealed from the judgment of the trial court to the Appellate Court, claiming that the trial court had improperly granted Hoffman's motion to strike the sixth count of the complaint. Id., at 204, 38 A.3d 215. In a unanimous opinion, the Appellate Court agreed with the plaintiff because, "[c]onstruing the complaint in the manner most favorable to sustaining its legal sufficiency, as we are required to do, a comparison between the elements of negligent misrepresentation and the allegations in count six reveals that the plaintiff has provided allegations that would support, if proven to be true, a cause of action for negligent misrepresentation." Id., at 210, 38 A.3d 215. In particular, the Appellate Court rejected Hoffman's claims that "where the alleged misrepresentation is based on a statement by a principal, or one who speaks for a principal, that another person is an agent of the principal, that allegation necessarily fails to state an actionable claim for misrepresentation. Rather, it merely provides a basis to bind the purported contracting party on a theory of apparent authority." (Internal quotation marks omitted.) Id., at 210 n. 4, 38 A.3d 215. On that point, the Appellate Court concluded that Hoffman's arguments were inconsistent with "the plaintiff's right to plead alternative causes of action based on the same facts," observing, inter alia, that "tort remedies may be different from contract remedies, and damages may be sought from different parties," consistent with the prohibition on multiple recoveries for the same wrong. Id., at 210-11 n. 4, 38 A.3d 215. Accordingly, the Appellate Court reversed the judgment of the trial court and remanded the case to that court "with direction to deny the motion to strike as to count six and for further proceedings according to law."
On appeal, Hoffman argues that the Appellate Court improperly concluded that the plaintiff had sufficiently pleaded a claim of negligent misrepresentation because the plaintiff's allegations cannot satisfy the detrimental reliance element of that tort. Specifically, Hoffman posits that, even if his statement that Signature was the agent of Hoffman Enterprises for purposes of the construction contract was actually false, "because the statement here claimed to be false has the legal effect of being true [under the apparent authority doctrine, as explained in Tomlinson v. Board of Education, 226 Conn. 704, 734-35, 629 A.2d 333 (1993)], the individual making that statement cannot be liable for a negligent misrepresentation." (Emphasis in original.) Hoffman further contends that the elements of apparent authority and negligent misrepresentation overlap analytically to render the negligent misrepresentation claim insufficient as a matter of law, because if he had "no actual or apparent authority ... when making the representations regarding Signature's authority to act on behalf of [Hoffman Enterprises]... then the plaintiff's claim of negligent misrepresentation will necessarily
In response, the plaintiff contends that the Hoffman's claims are "no more than a transparent attempt to evade individual accountability for false statements, reliance upon which caused significant pecuniary harm to the plaintiff, by wrongfully equating a negligent misrepresentation count against him with a breach of contract claim against a different defendant solely on the grounds that [the] plaintiff may be able to prove both claims at trial." The plaintiff further contends that the Appellate Court properly applied the governing standard of review in reading the plaintiff's allegations broadly in sustaining the negligent misrepresentation claim. Specifically, the plaintiff relies on, inter alia, authorities cited in the Appellate Court's decision in this case; see Coppola Construction Co. v. Hoffman Enterprises Ltd. Partnership, supra, 134 Conn. App. at 210-11 n. 4, 38 A.3d 215; as well as Chapman Lumber, Inc. v. Tager, 288 Conn. 69, 952 A.2d 1 (2008), and Kilduff v. Adams, Inc., 219 Conn. 314, 593 A.2d 478 (1991), to support its arguments that it is well settled that: (1) the plaintiff has the right to plead in the alternative; (2) an "officer of a corporation or an agent of a principal is personally liable for his own torts regardless of whether the corporation or the principal itself is liable"; and (3) tort and contract actions differ in proof, and any concern of duplicative recovery is foreclosed by settled case law that "the possible rendition of multiple judgments does not, however, defeat the proposition that a litigant may recover just damages only once." We agree with the plaintiff and conclude that the Appellate Court properly determined that its complaint stated a legally sufficient claim of negligent misrepresentation against Hoffman.
"We begin by setting out the well established standard of review in an appeal from the granting of a motion to strike. Because a motion to strike challenges the legal sufficiency of a pleading and, consequently, requires no factual findings by the trial court, our review of the court's ruling... is plenary.... 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.... Thus, [i]f facts provable in the complaint would support a cause of action, the motion to strike must be denied.... Moreover, we note that [w]hat is necessarily implied [in an allegation] need not be expressly alleged.... It is fundamental 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.... Indeed, pleadings must be construed broadly and realistically, rather than narrowly and technically." (Internal quotation marks omitted.) Violano v. Fernandez, 280 Conn. 310, 317-18, 907 A.2d 1188 (2006); see also, e.g., Santorso v. Bristol Hospital, 308 Conn. 338, 349, 63 A.3d 940 (2013).
Guided by the principles articulated in § 552 of Restatement (Second) of Torts,
Viewing the complaint in the light most favorable to the pleader, we agree with the Appellate Court that the plaintiff properly pleaded a claim of negligent misrepresentation against Hoffman. Averring that Hoffman's actions were taken "in an independent capacity or ultra vires of ... Hoffman Enterprises and in a personal capacity to assist him in the completion of his residence in Rhode Island," the plaintiff pleaded that Hoffman had made multiple misrepresentations of fact in furtherance of his plan to obtain from Signature reduced price construction for his new home in Rhode Island, namely, that Hoffman had stated to the plaintiff that he would pay for change orders and "`extras'" with respect to the construction of the Hoffman Auto Park, and that Signature was his agent for purposes of the construction project. The plaintiff alleged that it was later that Hoffman stated that Signature was not his agent and lacked authority to act on his or Hoffman Enterprises' behalf. The plaintiff also alleged that statements made by Hoffman to the effect that Hoffman Enterprises had not provided Signature with the authority to act on Hoffman Enterprises' behalf were knowingly false. Finally, the plaintiff alleged that it reasonably relied
Hoffman contends, however, that the plaintiff cannot establish the detrimental reliance element as a matter of law, because when the "alleged `misrepresentation' is based on a statement by a principal (or one who speaks for a principal) that another person is an agent of the principal, that allegation necessarily fails to state an actionable claim for misrepresentation. Rather, it merely provides a basis to bind the purported contracting party on a theory of apparent authority." (Footnote omitted.) "Apparent authority is that semblance of authority which a principal, through his own acts or inadvertences, causes or allows third persons to believe his agent possesses.... Consequently, apparent authority is to be determined, not by the agent's own acts, but by the acts of the agent's principal.... The issue of apparent authority is one of fact to be determined based on two criteria.... First, it must appear from the principal's conduct that the principal held the agent out as possessing sufficient authority to embrace the act in question, or knowingly permitted [the agent] to act as having such authority.... Second, the party dealing with the agent must have, acting in good faith, reasonably believed, under all the circumstances, that the agent had the necessary authority to bind the principal to the agent's action."
Hoffman's argument, although logically appealing at a first glance, fails upon closer scrutiny. Notably, Hoffman does not cite, and our independent research did not reveal, a single case or other authority, from Connecticut or elsewhere,
As the Appellate Court aptly noted; see Coppola Construction Co. v. Hoffman Enterprises Ltd. Partnership, supra, 134 Conn.App. at 210 n. 4, 38 A.3d 215; Hoffman's claim also fails to accommodate the plaintiff's right "[u]nder our pleading practice ... to advance alternative and even inconsistent theories of liability against one or more defendants in a single complaint." Dreier v. Upjohn Co., 196 Conn. 242, 245, 492 A.2d 164 (1985); see also Practice Book § 10-25 ("[t]he plaintiff may claim alternative relief, based upon an alternative construction of the cause of action"); Danko v. Redway Enterprises, Inc., 254 Conn. 369, 381, 757 A.2d 1064 (2000) ("A plaintiff may, with reasonable cause, raise alternative and inconsistent claims in the same case.... Although a plaintiff is, of course, under no obligation to raise such inconsistent claims, he or she reasonably may conclude that it is necessary to do so pending the discovery of additional facts." [Citations omitted; footnotes omitted.]). This is particularly significant given the variances in proof between the plaintiff's tort claim of negligent misrepresentation against Hoffman and the plaintiff's contractual claims against Hoffman Enterprises, which the Appellate Court observed in directly comparing the elements of apparent authority and negligent misrepresentation. See Coppola Construction Co. v. Hoffman Enterprises Ltd. Partnership, supra, at 210 n. 4, 38 A.3d 215. This is consistent with our observation, in Williams Ford, Inc. v. Hartford Courant Co., supra, 232 Conn. at 579, 657 A.2d 212, that "a remedy on the contract is independent of a remedy for negligent misrepresentation." See also Addie v. Kjaer, 51 V.I. 836, 850-51, 2009 WL 1140006 (2009) (Title insurance company president's liability for conversion from escrow account "is not predicated solely on the contractual duties [the company] owed the [b]uyers. Rather, his liability springs as well from his extra-contractual, independent obligation not to cause the [b]uyers harm. That obligation exists not only by virtue of the agreement between [the company] and the [b]uyers, but because `the law imposes special duties on parties who deal with one another in a business setting.'"); D'Ulisse-Cupo v. Board of Directors of Notre Dame High School, supra, 202 Conn. at 218-19, 520 A.2d 217 (Rejecting the defendants' argument that, "if they cannot be held liable in contract for their representations based on promissory estoppel,
On the basis of these authorities, we conclude that the fact that the allegations pleaded in a complaint might well also state a contractual claim against a corporate entity under the apparent authority doctrine does not preclude a separate claim of negligent misrepresentation against a principal of that corporate entity as a matter of law.
The judgment of the Appellate Court is affirmed.
In this opinion the other justices concurred.
"(2) Except as stated in Subsection (3), the liability stated in Subsection (1) is limited to loss suffered
"(a) by the person or one of a limited group of persons for whose benefit and guidance he intends to supply the information or knows that the recipient intends to supply it; and
"(b) through reliance upon it in a transaction that he intends the information to influence or knows that the recipient so intends or in a substantially similar transaction.
"(3) The liability of one who is under a public duty to give the information extends to loss suffered by any of the class of persons for whose benefit the duty is created, in any of the transactions in which it is intended to protect them."