ROBINSON, J.
This appeal requires us to consider whether a property owner's conduct constituted "active interference" for purposes of an exception to a "no damages for delay" clause in a construction contract, which otherwise would preclude a contractor from recovering additional costs for delays caused by the owner, instead giving a contractor additional time to complete the job. The plaintiff, C & H Electric,
We agree with the plaintiff that it need not show bad faith or gross negligence to establish active interference, but conclude that the town's conduct in this case did not rise to the level of active interference or fall within either of the claimed White Oak exceptions. We therefore agree with the trial court's decision that the plaintiff is not entitled to compensation under any of the "no damages for delay" exceptions at issue here. Accordingly, we affirm the trial court's judgment.
The record reveals the following facts, as stipulated by the parties or found by the trial court, and relevant procedural history. The town originally built the school in the 1960s and later expanded it in the 1970s. Consistent with typical construction practices of that era, the town installed significant quantities of materials that contained asbestos during those projects. The town abated some of these materials during renovations in the 1980s, but left some in place because its contractors had difficulty reaching them at that time. According to an environmental consultant later hired by the town, this was "not an uncommon condition."
Several years later, in 2004, the town decided to renovate and expand the school by updating the existing structure and building a large addition. Before beginning construction, the town hired an environmental consultant to look for hazardous materials within the school, including asbestos. The consultant discovered some of the asbestos left behind in the existing building during the earlier renovations and recommended that the town remove it before beginning the renovation project. The town hired an abatement contractor to perform the removal work. The town expected the abatement contractor to complete its work during the summer of 2006, before the start of classes in the fall of 2006, and before any new construction, which was slated to begin in early 2007. In a July, 2006 letter to the town's Board of Selectmen, the town's school building committee chairperson explained: "[W]e are addressing [the asbestos abatement] now and not during the actual construction phase, which would have complicated our project and more than likely would have added significant costs."
Although the town had yet to complete the abatement, it chose to move forward with the construction. Through its construction manager, the town initially opened the project for bidding at the end of the summer of 2006, but later asked contractors to hold their bids open for two additional months so that the town could seek additional financing for the project. The plaintiff held its bid open and, after lengthy negotiations, contracted with the town to perform the project's electrical work for a price of more than three million dollars.
The parties' contract contained a "no damages for delay" clause limiting the town's liability for any delays caused by the town. An addendum to the contract provided in relevant part: "Notwithstanding anything to the contrary in the [contract], an extension in the [time to complete the work] shall be the sole remedy of [the plaintiff] for any (1) delay in the commencement, prosecution or completion of the work, (2) hindrance or obstruction in the performance of the work, (3) loss of productivity, or (4) other similar claims whether or not such delays are foreseeable, contemplated, or uncontemplated...."
The parties included a single exception to this "no damages for delay" clause, expressly excluding from its scope any claims for "a [d]elay ... caused by acts of the [town] constituting active interference with [the plaintiff's] performance of the [w]ork...." (Emphasis added.) The exception explained that the town would be liable for delay damages resulting from the town's active interference only if "such acts continue after [the plaintiff] furnishes the [town] with written notice of such interference." The contract did not define the phrase "active interference" but explained that the town's "exercise of any of its rights or remedies under the [contract] (including without limitation, ordering changes in the work, or directing suspension, rescheduling or correction of the work), regardless of the extent or frequency of the [town's] exercise of such rights or remedies, shall not be construed as active interference with [the plaintiff's] performance of the work."
Before entering into the contract with the plaintiff, the town openly discussed the delay in completing the abatement work at a number of public meetings, but did not directly inform the plaintiff. As part of the bid materials, the town provided the plaintiff with drawings indicating the location of asbestos within the existing school building, but the original schedule provided to bidders indicated that abatement would be completed before any construction began. The town did not revise the project specifications to reflect that about 30 percent of the abatement work remained incomplete. The town also did not discuss the progress of the abatement during contract negotiations with the plaintiff and the plaintiff did not ask about it. Instead, the plaintiff assumed this work would be completed prior to the start of construction. According
The town instructed the plaintiff to commence work in February, 2007. The work went on as planned until the summer of 2007, when the continuing asbestos abatement work interrupted the plaintiff's work. The town's abatement contractor barred access to certain areas of the school building during the abatement. This required the plaintiff to move its crews and equipment to different work areas and repeatedly return to certain work areas as the abatement proceeded. Despite these interruptions, the plaintiff completed its work just about on time, but claims it incurred extra expenses as a result.
After completing its work in 2009, the plaintiff presented the town with a claim for additional compensation. After the town failed to pay on that claim, the plaintiff brought the present action alleging breach of contract and unjust enrichment. The plaintiff asserted that the town owed it more money as a result of the effect of the unfinished abatement work on the plaintiff's work during the summer of 2007. To avoid application of the "no damages for delay" clause in the contract, the plaintiff claimed, among other things, that the town knew the ongoing asbestos abatement work would interfere with construction, but nevertheless ordered the plaintiff to begin its work. In support of its claims, the plaintiff asserted that it need only prove that the town committed some affirmative, wilful act that unreasonably interfered with its work, and that the town's actions fell within this standard because the town actively concealed from the plaintiff the delay in the asbestos abatement work. In addition, the plaintiff argued that the town's concealment and failure to provide the plaintiff unfettered access to its work sites fell within exceptions to "no damages for delay" clauses articulated in White Oak Corp. v. Dept. of Transportation, supra, 217 Conn. at 289, 585 A.2d 1199.
The town disagreed, responding that the plaintiff had failed to prove that the town's conduct fell within any exception to the contract's "no damages for delay" clause. According to the town, the active interference exception required the plaintiff to show bad faith, wilful, malicious, or grossly negligent conduct by the town, and its conduct did not reach this level. As for the plaintiff's claim of concealment, the town noted that it regularly discussed the progress of the asbestos abatement openly in public meetings, and that its retention of asbestos contractors was public information. Furthermore, the town maintained that other contractors, not the town, were responsible for any delay from the remaining abatement work, and that the town was not aware that the remaining abatement work would interfere with construction.
After a court trial with some testimony from the plaintiff's witnesses and many stipulated facts, the trial court found in favor of the town on the plaintiff's active
On appeal, the plaintiff claims that the trial court improperly concluded that the town's conduct did not meet: (1) the active interference exception to the contract's "no damages for delay" clause; and (2) the exceptions to "no damages for delay" clauses for bad faith or breach of a fundamental contractual obligation as set forth in White Oak Corp. v. Dept. of Transportation, supra, 217 Conn. at 289, 585 A.2d 1199. We address each claim in turn.
The plaintiff first claims that the trial court improperly concluded that the town's conduct did not satisfy the contract's active interference exception. The plaintiff relies on recent case law from other jurisdictions and argues that the trial court improperly concluded that the active interference exception required proof of bad faith or gross negligence.
The town disagrees, asserting, in response, that the trial court's conclusions about the standard of conduct required to prove active interference, along with its application of that standard to the facts of the present case, were legally correct. More specifically, the town relies on cases from other jurisdictions and argues that
We conclude that the trial court properly determined that the town did not actively interfere with the plaintiff's work. First, we agree with the plaintiff that "active interference," as used in the contract, does not require a showing of bad faith or gross negligence, but, instead, only that the town committed some affirmative, wilful act that unreasonably interfered with the plaintiff's work. Second, because the record shows that no evidence was presented that the town's representatives actually knew that the unfinished abatement work would interfere with the plaintiff's work, we conclude that the town's alleged interference was neither wilful nor unreasonable.
We turn first to the meaning of "active interference" as used in the parties' contract. We have previously established the principles employed by this court when determining the meaning of contract language. See, e.g., Murtha v. Hartford, 303 Conn. 1, 7-8, 35 A.3d 177 (2011). We need not repeat our prior recitations of those principles here, in full. It suffices to say that we first attempt to ascertain the parties' intent from the language they used in their contract, looking at the contract as a whole and giving the contract's words their ordinary meaning and one that renders its provisions consistent. Id. Only if the language in the contract is truly capable of more than one reasonable interpretation will we look to evidence beyond the contract language for guidance as to what the parties intended. Id. Interpretation of unambiguous contract language presents a question of law. FCM Group, Inc. v. Miller, 300 Conn. 774, 811, 17 A.3d 40 (2011). We review the trial court's conclusions based on any stipulated fact as a question of law, but defer to any findings of nonstipulated or disputed facts unless those findings are clearly erroneous. Compare 418 Meadow Street Associates, LLC v. Clean Air Partners, LLC, 304 Conn. 820, 829-30, 43 A.3d 607 (2012), with Connecticut Light & Power Co. v. Dept. of Public Utility Control, 219 Conn. 51, 62, 591 A.2d 1231 (1991).
Our analysis begins with the contract language. The parties' contract contains provisions prohibiting the plaintiff from seeking damages for any delays
In White Oak, we adopted four common-law exceptions to enforcement of these clauses, permitting contractors to seek damages for: "(1) delays caused by the [owner's] bad faith or its [wilful], malicious, or grossly negligent conduct, (2) uncontemplated delays, (3) delays so unreasonable that they constitute an intentional abandonment of the contract by the [owner], and (4) delays resulting from the [owner's] breach of a fundamental obligation of the contract." (Internal quotation marks omitted.) White Oak Corp. v. Dept. of Transportation, supra, 217 Conn. at 289, 585 A.2d 1199, quoting Corinno Civetta Construction Corp. v. New York, 67 N.Y.2d 297, 309, 493 N.E.2d 905, 502 N.Y.S.2d 681 (1986). These exceptions are rooted in the duty of good faith and fair dealing implied in every contract and are intended to avoid the otherwise draconian results that might flow from strict enforcement — namely, excusing the owner for harm to the contractor caused by the owner's egregious and unfair conduct. See, e.g., Kalisch-Jarcho, Inc. v. New York, 58 N.Y.2d 377, 384-85, 448 N.E.2d 413, 461 N.Y.S.2d 746 (1983); United States ex rel. Williams Electric Co. v. Metric Constructors, Inc., 325 S.C. 129, 133-34, 480 S.E.2d 447 (1997); cf. White Oak Corp. v. Dept. of Transportation, supra, at 289, 585 A.2d 1199.
Apart from the White Oak exceptions, the parties' contract here included a single, express exception permitting the plaintiff to seek damages caused by a delay in the construction, if that "[d]elay is caused by acts of [the town], constituting active interference with [the plaintiff's] performance of the [w]ork...." The parties did not define what they meant by "active interference," but did carve out certain conduct from its meaning. According to the contract, "the [town's] exercise of any of its rights or remedies under the [contract] [d]ocuments (including without limitation, ordering changes in the work, or directing suspension, rescheduling or correction of the work), regardless of the extent or frequency of the [town's] exercise of such rights or remedies, shall not be construed as active interference with [the plaintiff's] performance of the work."
As an initial matter, the parties disagree over whether the phrase "active interference" is ambiguous. The plaintiff claims that the meaning is clear, especially in light of more recent case law from other jurisdictions. The town, on the other hand, argues that "active interference" is ambiguous because other jurisdictions have given that phrase two different meanings: one requiring bad faith or malicious conduct, the other requiring only an affirmative wilful act by the owner that unreasonably interferes with the contractor. See, e.g., Pellerin Construction, Inc. v. Witco Corp., 169 F.Supp.2d 568, 583 (E.D.La.2001) (noting that active interference exception "has not attained any precise judicial description"). We agree that this phrase is reasonably susceptible to more than one reasonable interpretation, but the parties have presented no helpful extratextual evidence of its meaning. The only extratextual evidence in the record,
Many, if not most, other states recognize a separate, judicially created active interference exception to "no damages for delay" clauses. Those courts have, however, struggled to identify a precise definition of "active interference." Pellerin Construction, Inc. v. Witco Corp., supra, 169 F.Supp.2d at 583. The cases are generally split between those concluding, on the one hand, that active interference requires proof of some bad faith or malicious intent by the owner, and, on the other hand, those requiring only that the owner commit some affirmative, wilful act that unreasonably interferes with the contractor's work. Compare Peter Kiewit Sons' Co. v. Iowa Southern Utilities Co., 355 F.Supp. 376, 399 (S.D.Iowa 1973) (articulating bad faith standard), with Tricon Kent Co. v. Lafarge North America, Inc., 186 P.3d 155, 160-62 (Colo.App.2008) (bad faith not required).
The leading case articulating the bad faith standard was decided in 1973. See Peter Kiewit Sons' Co. v. Iowa Southern Utilities Co., supra, 355 F.Supp. at 399. Since then, some courts have applied the bad faith exception expressed in Peter Kiewit Sons' Co. See, e.g., United States Steel Corp. v. Missouri Pacific Railroad Co., 668 F.2d 435, 438-39 (8th Cir.1982); P.T. & L. Construction Co. v. Dept. of Transportation, 108 N.J. 539, 564, 531 A.2d 1330 (1987).
More recently, however, courts recognizing the active interference exception to "no damages for delay" clauses have not required proof of bad faith or malicious intent, but have instead required only an affirmative, wilful act by an owner. See, e.g., Tricon Kent Co. v. Lafarge North America, Inc., supra, 186 P.3d at 159-61; Kalisch-Jarcho, Inc. v. New York, supra, 58 N.Y.2d at 384-85, 461 N.Y.S.2d 746, 448 N.E.2d 413; United States ex rel. Williams Electric Co. v. Metric Constructors, Inc., supra, 325 S.C. at 134, 480 S.E.2d 447. Courts adopting the latter, more recent standard typically already recognize a separate "bad faith" exception distinct from the notion of "active interference," and, thus, decline to give the active interference exception a redundant meaning. Tricon Kent Co. v. Lafarge North America, Inc., supra, at 159-61. Some of those courts also have explained that a wilfulness standard, rather than a bad faith standard, is more consistent with the common meaning of the word "active" as used to modify "interference." See, e.g., Kalisch-Jarcho, Inc. v. New York, supra, at 386, 461 N.Y.S.2d 746, 448 N.E.2d 413 (noting that distinction between "active" and "passive" conduct "does not determine wrongdoing" and that "interference" does not "connote [wilfulness], maliciousness, abandonment, bad faith or other theories through which runs the common thread of intent" [footnote omitted; internal quotation marks omitted]).
Returning to the language of the contract at issue, and with these interpretations in mind, we reach two conclusions regarding the meaning of "active interference"
Second, because the clause at issue in this case expressly excluded from the definition of active interference any exercise of the town's rights under the contract, the conduct giving rise to the delay and the delay itself also must be truly unreasonable to expose the town to liability. Ordinary construction delays — especially those reasonably foreseen by the parties at the time of contracting — will not amount to active interference. Rather, the plaintiff accepted the risk that these types of delays might occur when it signed the contract. See, e.g., P.T. & L. Construction Co. v. New Jersey Dept. of Transportation, supra, 108 N.J. at 564, 531 A.2d 1330 ("This is precisely the latitude that the [owner] bargains for in its multiple contracts, namely, that it shall not be liable for the cross-delays occasioned by the various contracting efforts. Nor shall it expose itself to inquiries into the reasonableness of every delay."); Gherardi v. Board of Education, 53 N.J.Super. 349, 365, 147 A.2d 535 (1958) (Delays from claimed interference "were nothing more than the ordinary and usual types of delay with which most contractors are frequently confronted. They are part of the risks and uncertainties [the contractor] impliedly accepts in signing such an agreement."); Gasparini Excavating Co. v. Pennsylvania Turnpike Commission, 409 Pa. 465, 474, 187 A.2d 157 (1963) (party cannot seek damages when alleged delay was foreseeable); Thomas & Associates, Inc. v. Metropolitan Government of Nashville, supra, 2003 WL 21302974, at *14 ("When ... contracts contain `no damages for delay' clauses, bidding contractors remain free to formulate and submit bids that account for the possibility of delay.... Contractors can also elect not to bid on such contracts, if they, as a business matter, do not want to assume that risk of loss.").
The town urges us to interpret active interference, as used in the contract, to require bad faith or gross negligence. In support of this argument, the town claims that the trial court's decision regarding the proper meaning of "active interference" was a finding of fact about the drafter's intent, and thus may be assailed only if
We decline the town's invitation to guess what the drafter might have intended "active interference" to mean on the basis of a single stipulated fact. According to the trial court's decision, the parties stipulated that "the `no damages for delay' clause was an attempt by the drafter of the contract... to circumvent the White Oak exceptions."
We therefore conclude that to establish active interference, the plaintiff must prove that the town committed an affirmative, wilful act that unreasonably interfered with the plaintiff's work and that this act must be more than a mistake, error in judgment, lack of total effort, or lack of diligence.
The plaintiff advances two separate bases for its active interference claim: (1) the town concealed the remaining asbestos abatement from the plaintiff and ordered the plaintiff to begin its work, despite knowing that the abatement would cause the plaintiff delays and lost productivity; and (2) the town's coordination of its contractors and failure to update the project specifications interfered with the plaintiff's ability to complete its work. We address each claim in turn.
In those cases finding active interference when an owner directs a contractor to begin work despite delay causing conditions, there was evidence that the owner actually knew that the contractor's work would be delayed. See, e.g., Dennis Stubbs Plumbing, Inc. v. Travelers Casualty & Surety Co. of America, supra, 67 Fed.Appx. at 792 (owner ordered plumber to begin work in areas not ready for plumbing); United States Steel Corp. v. Missouri Pacific Railroad Co., supra, 668 F.2d at 438-39 (proof of owner's knowledge of delay causing condition establishes active interference); American Bridge Co. v. New York, supra, 245 App.Div. at 538-40, 283 N.Y.S. 577 (finding active interference when owner ordered contractor to manufacture steel prematurely for project when it was "obvious" that project was not ready for steel installation); Gasparini Excavating Co. v. Pennsylvania Turnpike Commission, supra, 409 Pa. at 474, 187 A.2d 157 (finding active interference when owner knew of delay causing condition and "in face of this knowledge ordered [contractor] to start operations"). In each of these cases, it was the owner's knowledge that the contractor would encounter delays that made its interference sufficiently affirmative and wilful to avoid application of the "no damages for delay" clause. Proof of this awareness when the order is issued is vital.
Turning to this case, we disagree with the plaintiff that it proved that the town was actually aware — when it issued the notice to proceed — that the remaining asbestos abatement would disrupt the plaintiff's work. Although the plaintiff presented this argument to the trial court, that court did not make any finding that the town was actually aware that the plaintiff's work would likely be disrupted. Nor did the parties stipulate to this fact. Nevertheless, to demonstrate the town's actual awareness of delay causing conditions, the plaintiff cites to a single letter to the town from the town's building committee chairman. That letter explains that, by undertaking
Indeed, the record suggests that the town's representatives believed that the town had completed enough abatement work to begin construction. A letter sent to the town by its environmental consultant explains that leaving certain areas for abatement during construction "will not immediately affect the new construction work...." Based on this, it would have been reasonable for the town to conclude that directing the plaintiff to proceed during the remaining abatement work would not have unreasonably interfered with the plaintiff's own work. The plaintiff was able to begin and initially focus its work on the new addition, which, having yet to be built, did not contain any asbestos and, thus, needed no abatement. That the town's decision, supported by an environmental consultant, later proved to be erroneous does not transform the town's mistake or error in judgment into active interference. In the absence of a finding by the trial court and sufficient evidence of knowledge, we decline to conclude, on appeal, that the town knew the unfinished abatement would disrupt the plaintiff's work when it instructed the plaintiff to proceed.
Second, we disagree that the town actively attempted to conceal the delay in the remaining asbestos work from the plaintiff. The record shows that the town did not disclose this fact directly to the plaintiff. The town did, however, repeatedly discuss the delay openly in public meetings. Although we do not suggest that the plaintiff has a duty to attend all public meetings of the town or else be charged with notice, the town's readiness to discuss the delay publicly undermines the argument that the town actively concealed it. Rather, it appears from the record that the town's failure to disclose the delay to the plaintiff was an oversight or that the town's representatives thought, as its environmental consultant suggested, that the remaining asbestos work would not interfere with the plaintiff's work and, thus, was not necessary to disclose. Either way, the record does not support a finding of active concealment by the town. Interference as a result of a mistake or an oversight is not enough to satisfy the active interference exception in the contract. This is particularly so when the alleged interference was caused by a delay that the parties contemplated. The parties expressly agreed that delays caused by the failure of another contractor to perform its work were "clearly contemplated by the parties" at the time of contracting.
The plaintiff next claims that the town actively interfered with its ability to schedule and plan its work by failing to coordinate the work of the contractors properly and by not updating the project specifications to show the location of additional asbestos and the timing of the abatement. We disagree for three reasons.
First, the parties did not make any stipulations about the manner in which the town coordinated its contractors. Nor did the trial court make any findings that the town's coordination of its contractors interfered with the plaintiff's work. In the absence of such stipulations or findings, we
Second, the contract expressly excludes from the definition of active interference any exercise by the town of its right to coordinate the work under the contract, including "ordering changes in the work, or directing suspension, rescheduling or correction of the work...." Coordinating contractors in a manner that requires the plaintiff to work in different locations within the school to accommodate the ongoing asbestos abatement is merely an exercise by the town of its right to reschedule or suspend work. Whether the town exercised these rights to the plaintiff's satisfaction is irrelevant under the contract. The parties categorically excluded from the meaning of "active interference" any rescheduling or suspension of work by the town, irrespective of the extent and frequency that the town exercised these rights. It is not this court's place to rewrite the parties' contract in these circumstances, especially when the parties are sophisticated commercial and governmental entities. As found by the trial court, the plaintiff had "considerable experience" working on public school projects and "[t]he fact that delays for asbestos removal could arise on such a project, particularly given the age of the building, should not surprise a sophisticated commercial entity such as the plaintiff."
The parties fully anticipated that additional asbestos might be found as the project unfolded and that abatement could impact the project. According to the trial court, the plaintiff's senior project manager "admitted that there was a risk that more asbestos might be found than was originally identified by an asbestos consultant."
Third, the trial court found that the problems resulting from rescheduling and failing to disclose the unfinished abatement work did not unreasonably interfere with the plaintiff's work. Specifically,
The plaintiff also claims on appeal that it may obtain damages from the town under
As for the first exception, the plaintiff's claim is familiar and is based on its allegations that the town concealed delay causing conditions from the plaintiff and nevertheless ordered it to begin work despite knowledge of these conditions. The plaintiff argues that this conduct meets the bad faith and gross negligence exception in White Oak. We disagree.
The town's conduct did not amount to active interference and, therefore, cannot rise to the level of bad faith or negligence. Proof of bad faith requires misconduct that "smacks of intentional wrongdoing," including fraudulent or malicious behavior. Kalisch-Jarcho, Inc. v. New York, supra, 58 N.Y.2d at 385, 461 N.Y.S.2d 746, 448 N.E.2d 413. Gross negligence requires conduct that "betokens a reckless indifference to the rights of others...." Id. Active interference, on the other hand, requires a lesser showing. See id., at 386, 461 N.Y.S.2d 746, 448 N.E.2d 413 (noting that, to find bad faith or gross negligence, "the jury would have to find more than `active interference'"). We have already determined in part I A of this opinion that the town did not actively conceal the unfinished abatement work and that the plaintiff did not prove that the town was aware that the remaining abatement work would interfere with the plaintiff's own work. Having failed to establish that the town actively interfered, the plaintiff necessarily has not demonstrated that the town acted in bad faith or with gross negligence. Accordingly, we conclude that the trial court properly rejected the plaintiff's claim under this exception.
Turning to the fourth exception, the plaintiff argues that the town breached its fundamental obligations in two ways: (1) by failing to disclose and update specifications to reflect the remaining asbestos work; and (2) by not providing the plaintiff with site access to complete its work. We disagree.
To establish this exception, a contractor must prove that an owner violated a truly fundamental contract provision — courts have made clear that ordinary breaches are not enough. "A[n] [owner's] breach of contract is also recognized as an exception to the enforceability of exculpatory clauses but ... the exception is applied to an especially narrow range of circumstances. Because the exculpatory clause is specifically designed to protect the [owner] from claims for delay
We conclude that the plaintiff did not prove a fundamental breach under either of its theories. The trial court determined that the town's supposed missteps had no meaningful impact on the plaintiff's work and, therefore, did not rise to the level of a fundamental breach. As for the plaintiff's claim about site access, the trial court found that the town did not prevent the plaintiff from accessing the work site; rather, the town asked the plaintiff to move its operations on that site to accommodate the ongoing abatement. The trial court concluded that, despite these accommodations, "the job was finished within the original time parameters" for the project. Although the plaintiff may not have had access to the specific areas of the job site when it wanted, it had sufficient access to the job site to complete the project on time. Furthermore, the trial court rejected the plaintiff's claim of a lack of disclosure stemming from the town's failure to update its plans for many of the same reasons, finding that the plaintiff paid little attention to the specifications showing the location of asbestos and the unfinished asbestos work had little impact on the plaintiff's productivity. The trial court determined that the unfinished asbestos work that the town failed to disclose "was not that which ultimately impacted this job," that the plaintiff was "most productive" during the period at issue, and that the job "[i]ndisputedly was finished on time." The plaintiff may disagree with these findings, but it has not challenged them as clearly erroneous. We, therefore, decline to disturb the trial court's conclusion that the plaintiff did not meet its burden of proving that the town breached a fundamental obligation.
The judgment is affirmed.
In this opinion the other justices concurred.
The limited information in the record about the drafting of the contract further prevents us from drawing any meaningful inferences of the parties' intent concerning the subject contract provision because O & G did not ultimately execute the contract with the plaintiff. There is no evidence in the record about what the town's representatives thought "active interference" meant or that O & G's attorney manifested his understanding to the town or to the plaintiff.
We do not suggest, by reaching the merits of the plaintiff's appeal, that contract notice requirements are not important. Notice provisions serve an important role in defining the relationship between the owner and contractor. Their stated procedures are not mere bureaucratic red tape. Notice provisions give the owner an opportunity to investigate the extent and accuracy of any claims by the contractor before the contractor spends extra money to address the problem. Cecio Bros., Inc. v. Greenwich, 156 Conn. 561, 568, 244 A.2d 404 (1968). Equally as important, these requirements allow the owner to reduce or eliminate any extra costs by addressing the problem before the contractor incurs these costs. Id. This is a critical tool for municipalities to keep their public projects within their budgets. Id. Indeed, we explained in Cecio Bros., Inc., that if courts do not enforce notice requirements, "it is difficult to see how a municipality could ever protect itself from a contractor's unanticipated and long-delayed claim for compensation ... in excess of the public funds appropriated for a construction project." Id., at 569, 244 A.2d 404. As a result of these concerns, a lack of notice can defeat an otherwise meritorious claim by a contractor. See, e.g., id., at 568, 244 A.2d 404; see also Marriott Corp. v. Dasta Construction Co., 26 F.3d 1057, 1068-70 (11th Cir.1994) (refusing to consider active interference claim when contractor did not comply with requirement that it first request extension of time as prerequisite to filing damage claim); Port Chester Electrical Construction Corp. v. HBE Corp., 978 F.2d 820, 822-23 (2d Cir.1992) (failure to comply with contract notice requirements for filing of claim will bar claim for active interference). Here, however, we do not need to consider whether the plaintiff gave adequate notice because, even if it did, we are not persuaded by its claims.
