McDONALD, J.
These appeals arise out of a dispute between two specialty food businesses regarding the scope of their obligations under a distribution agreement and the legal effect of oral promises regarding the formation of a joint venture between the businesses. The plaintiffs, Randall Weiss and his company, Gourmet and Specialty Food Works, LLC (Food Works), commenced this action against the defendants, Michael D. Smulders and his company, Garden of Light Natural Food Markets, Inc. (Garden of Light), seeking to recover money damages for, inter alia, breach of an oral contract and promissory estoppel for failing to
The trial court reasonably could have found the following facts.
In the late spring or early summer of 2003, while Weiss was visiting the Garden of Light grocery store, Smulders asked Weiss if he thought that Garden of Light's granola could be packaged for wholesale distribution. At that time, the granola products were being sold only in the two Garden of Light grocery stores, and were packed in a plastic bag bearing a plain black and white "scale" label. Weiss responded that, if properly packaged, the product potentially could do well. Smulders acknowledged that he did not have any wholesale marketing experience. He further indicated to Weiss that he would need Weiss' assistance in this area and that he had approached Weiss because of Weiss'
In or around August, 2003, the parties discussed working together as two separate companies to produce and distribute the granola products. Smulders also indicated that they would merge their companies to form a new enterprise if that relationship proved successful. Shortly thereafter, Weiss formed Food Works to distribute Garden of Light's granola products. In December, 2003, Garden of Light and Food Works executed a written "Master Distributorship Agreement" (distribution agreement), the purpose of which was to designate Food Works the exclusive distributor of granola products produced by Garden of Light. The distribution agreement expressly acknowledged that the parties had entered into discussions with respect to the formation of a new company. Subsequent to the execution of the distribution agreement and until approximately the time their relationship ended in 2006, Smulders made repeated representations to Weiss that he would spin off his bakery business from Garden of Light, merge it with Food Works, and that he and Weiss would be equal partners in the new company, which they referred to as "NEWCO."
In the period that followed the execution of the distribution agreement, Weiss wound down his olive oil business to focus primarily on the granola products business, expending many hours on marketing and research. Weiss also paid a brand manager $14,000 to promote that business. At some point during this period, Weiss and Smulders began labeling the granola products with the trade name Bakery on Main. While Food Works purchased and distributed Garden of Light's granola products, Weiss and Smulders continued to maintain their separate companies.
In September, 2006, Smulders sent an e-mail to Weiss, informing Weiss that he would not merge companies. At the same time, Smulders sent a letter to Weiss, asserting that Food Works was not in compliance with the distribution agreement because it had failed to compensate Garden of Light for products that had been purchased for distribution. As required by the distribution agreement, Smulders, acting on behalf of Garden of Light, gave Food Works thirty days to cure the breach. Thereafter, Garden of Light continued to fulfill Food Works' orders, as it was bound to do under the distribution agreement, and Food Works' debt continued to accumulate. After Food Works failed to make full payment within the thirty day period, Garden of Light formally terminated the distribution agreement.
The record reveals the following procedural history. The plaintiffs commenced this action against the defendants, alleging in the operative complaint: breach of oral contract and promissory estoppel as to Smulders; breach of written contract as to Garden of Light; and negligent misrepresentation, intentional misrepresentation, and unjust enrichment as to both defendants. The defendants asserted various special defenses and two counterclaims against the plaintiffs, alleging breach of contract and fraudulent misrepresentation.
After the close of evidence, the defendants moved to dismiss the plaintiffs' breach of oral contract count in its entirety
Thereafter, the court found in favor of the defendants on all of the plaintiffs' claims except promissory estoppel.
With respect to damages, the court awarded the defendants $110,463.50 in principal and interest for the plaintiffs' breach of the distribution agreement. As to the plaintiffs' damages for promissory estoppel, the court found that they were entitled to be compensated as if the companies had merged as promised and for costs expended on the venture that never came to be. With respect to the latter, the court found that Weiss was entitled to one half of the $14,000 that he had paid to the brand manager to promote the granola products, as he would have benefited from one half of those services as a partner in NEWCO. The court also found that Weiss was entitled to the value of a 50 percent share of NEWCO, but that neither party had offered sufficient evidence to demonstrate the value of NEWCO. In light of this deficiency, the court determined that further evidence of NEWCO's value was necessary and ordered the parties to return to court to present additional evidence on that issue. Subsequently, the defendants moved to reargue the court's decision to hold the additional hearing, and
All of the parties raise claims challenging the trial court's judgment with respect to the plaintiffs' promissory estoppel claim — the defendants on the merits and the plaintiffs on damages. The defendants contend that the plaintiffs lacked standing to pursue the promissory estoppel claim because the bankruptcy trustee appointed to oversee Weiss' bankruptcy estate had exclusive standing to pursue the claim. The defendants further contend that, even if the plaintiffs had standing, the court improperly allowed the plaintiffs to recover on this claim because it contradicted the fully integrated distribution agreement. The plaintiffs dispute both of these contentions and argue with respect to damages that the trial court improperly found that the evidence adduced at trial was insufficient to establish the value of NEWCO to a reasonable certainty, and improperly reversed its decision to hold a posttrial evidentiary hearing on damages. We conclude that the plaintiffs had standing to bring their promissory estoppel claim and were not precluded by the terms of the distribution agreement from advancing this claim. Nevertheless, we conclude that the trial court properly determined that the plaintiffs failed to meet their burden of proving their damages with reasonable certainty and properly declined to allow the plaintiffs to present further evidence posttrial.
We first turn to the defendants' challenge to the plaintiffs' standing to bring their promissory estoppel claim because that issue implicates the trial court's subject matter jurisdiction. Because of the jurisdictional nature of the claim, it presents a threshold issue that must be resolved before any determination of the merits. New Hartford v. Connecticut Resources Recovery Authority, 291 Conn. 511, 518, 970 A.2d 583 (2009). The defendants argue that the roots of the plaintiffs' promissory estoppel claim arose from prebankruptcy activity. Accordingly, the defendants contend that any cause of action based on a claim of promissory estoppel was property belonging to the bankruptcy estate, and thus the bankruptcy trustee had exclusive standing to pursue that claim. In response, the plaintiffs argue that the trial court properly determined that the date on which the claim accrues controls, and because the promissory estoppel claim accrued after the bankruptcy petition was filed, the claim was the property of Weiss, not the bankruptcy estate. The plaintiffs further contend that, even if this court were to apply the test that the defendants advocate, the plaintiffs still would have had standing under the proper application of that test.
During the period when Weiss was working toward the goal of merging the companies, however, he filed a voluntary chapter 7 bankruptcy petition in the United States Bankruptcy Court for the District of Connecticut. Specifically, Weiss filed the petition on December 5, 2003, after Smulders had made his initial promise to Weiss, but before the parties had executed the distribution agreement and well before Smulders had repudiated the promised merger of the companies. Weiss did not list the distribution agreement or his interest in NEWCO in his bankruptcy petition.
In considering the standing issue raised in this case, an issue over which we exercise plenary review; Wilcox v. Webster Ins., Inc., 294 Conn. 206, 213-14, 982 A.2d 1053 (2009); we first are guided by certain fundamental principles of bankruptcy law. When a debtor files for bankruptcy protection, a bankruptcy estate is created. Charts v. Nationwide Mutual. Ins. Co., 300 B.R. 552, 556-57 (D.Conn. 2003). Title 11 of the United States Code, § 541, prescribes the property interests of the debtor that comprise the bankruptcy estate. Subject to a few exceptions, such property is defined as "all legal or equitable interests of the debtor in property as of the commencement of the case."
Thus, the ultimate question is whether a cause of action that was instituted postpetition constitutes the property of the debtor at the time the bankruptcy case has commenced, namely, by the filing of the petition. The federal courts are split on the proper approach to resolve this question. Some courts, relying on Butner v. United States, 440 U.S. 48, 99 S.Ct. 914, 59 L.Ed.2d 136 (1979),
Other courts, relying on Segal v. Rochelle, 382 U.S. 375, 86 S.Ct. 511, 15 L.Ed.2d 428 (1966),
Despite this split of authority, we conclude that we need not resolve in the present case which approach is correct because the defendants' claim fails under both approaches. We first apply the approach that looks to applicable state law to determine whether the claim existed as of the petition date. The doctrine of promissory estoppel serves as an alternative basis to enforce a contract in the absence of competing common-law considerations. See D'Ulisse-Cupo v. Board of Directors of Notre Dame High School, 202 Conn. 206, 213, 520 A.2d 217 (1987); Torringford Farms Assn., Inc. v. Torrington, 75 Conn.App. 570, 576, 816 A.2d 736, cert. denied, 263 Conn. 924, 823 A.2d 1217 (2003). "The law concerning when a breach of contract action accrues is well settled. This court has stated that [i]n an action for breach of contract ... the cause of action is complete at the time the breach of contract occurs, that is, when the injury has been inflicted." (Internal quotation marks omitted.) Tolbert v. Connecticut General Life Ins. Co., 257 Conn. 118, 124, 778 A.2d 1 (2001); see also Engelman v. Connecticut General Life Ins. Co., 240 Conn. 287, 294-95 n. 7, 690 A.2d 882 (1997) (noting in contract action wherein defendant is claimed to have breached his obligation to pay sum of money, cause of action accrues when defendant fails to pay promised sum). Therefore, it follows that a cause of action for promissory estoppel accrues when the defendant fails to fulfill its promise. See Torringford Farms Assn., Inc. v. Torrington, supra, at 577-78, 816 A.2d 736.
As we previously indicated, Weiss filed his petition for bankruptcy on December 5, 2003, and Smulders renounced his promise to merge companies in September, 2006. Therefore, under state law, the plaintiffs' promissory estoppel claim did not accrue until 2006, after Weiss filed for bankruptcy. Indeed, the defendants do not dispute that, under the accrual date approach, the plaintiffs' cause of action premised on a promissory estoppel claim was not property of the bankruptcy estate.
We reach the same conclusion by applying the alternative approach under which federal bankruptcy law controls. The courts taking this approach have indicated that a cause of action does not become property of the bankruptcy estate merely because it has some prepetition roots; rather, the facts forming the cause of action determine whether it is sufficiently rooted in the prepetition past. See, e.g.,
Irrespective of whether we construe the test strictly or expansively, however, the result is the same. The trial court found that promissory estoppel arose from Weiss' detrimental reliance on a series of promises and statements made by Smulders between 2003 and 2006. Only one of those communications occurred before the bankruptcy petition was filed — the August, 2003 e-mail. The distribution agreement executed in December, 2003, however, unequivocally reflects that no firm promise to merge the companies had yet been made. That distribution agreement acknowledges that "[t]he parties have entered into discussions with respect to the formation of a new company...." (Emphasis added.) Therefore, any promise supporting the promissory estoppel claim occurred after the petition was filed. Similarly, all of Weiss' actions demonstrating detrimental reliance and harm occurred postpetition. Therefore, even under the sufficiently rooted test, it is clear that the plaintiffs' promissory estoppel claim is a postpetition asset that was not property of Weiss' bankruptcy estate because all of the actions supporting the claim occurred subsequent to the date Weiss filed his bankruptcy petition. Accordingly, we conclude that the plaintiffs had standing to pursue their promissory estoppel claim, irrespective of which test applies.
We next turn to the defendants' claim that the plaintiffs cannot recover on their promissory estoppel claim because it contradicts the fully integrated distribution agreement. Specifically, the defendants point to a merger clause in the distribution agreement, and to language therein indicating that any agreement regarding the formation of a new business must be evidenced in writing. As such, the defendants argue that the trial court violated the parol evidence rule by allowing the plaintiffs to prevail on their promissory
"[T]he parol evidence rule is not an exclusionary rule of evidence ... but a rule of substantive contract law ... to which we afford plenary review." (Internal quotation marks omitted.) Alstom Power, Inc. v. Balcke-Durr, Inc., 269 Conn. 599, 609, 849 A.2d 804 (2004); Ravenswood Construction, LLC v. F.L. Merritt, Inc., 105 Conn.App. 7, 14, 936 A.2d 679 (2007). "The rule is premised upon the idea that when the parties have deliberately put their engagements into writing, in such terms as import a legal obligation, without any uncertainty 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 understanding, was reduced to writing. After this, to permit oral testimony, or prior or contemporaneous conversations, or circumstances, or usages... in order to learn what was intended, or to contradict what is written, would be dangerous and unjust in the extreme." (Internal quotation marks omitted.) Schilberg Integrated Metals Corp. v. Continental Casualty Co., 263 Conn. 245, 277, 819 A.2d 773 (2003). "Ordinarily, a merger clause provision indicates that the subject agreement is completely integrated, and parol evidence is precluded from altering or interpreting the agreement. Tempo Shain Corp. v. Bertek, Inc., 120 F.3d 16, 21 (2d Cir.1997)." (Internal quotation marks omitted.) Western Dermatology Consultants, P.C. v. VitalWorks, Inc., 146 Conn.App. 169, 191, 78 A.3d 167 (2013).
"The parol evidence rule does not of itself, therefore, forbid the presentation
With these principles in mind, we turn to the language contained in the distribution agreement. The preface to the distribution agreement sets forth several recital provisions, including the following: "This Master Distribution Agreement ... is made and entered into ... with reference to the following facts ...
"2. The parties have entered into discussions with respect to the formation of a new company, joint venture or other similar arrangement which would replace the business arrangement detailed in this [a]greement;
"3. Unless and until the above-described arrangement has been finalized and evidenced by written agreement(s), [Garden of Light] wishes to appoint [Food Works] as its exclusive distributor for the sale of Products under the Marks to Dealers in the Territory (as such terms are hereinafter defined)...."
Following the recitations, the distribution agreement then provides: "THERFORE, [Garden of Light] and [Food Works] hereby agree as follows...." The distribution agreement then prescribes substantive terms of the agreement, including, among others, the grant of a distributorship to Food Works, Food Works' general obligations, Garden of Light's general obligations, prices and terms of payment, the duration of the agreement, and termination. One such term is a merger clause, which provides in relevant part: "This [a]greement contains all of the terms and conditions agreed upon by the parties hereto with reference to the subject matter hereof No other agreements, oral or otherwise, shall be deemed to exist or to bind either of the parties hereto, and all prior agreements and understandings are superseded hereby...." (Emphasis added.)
We conclude that, even if the distribution agreement is fully integrated, the defendants' claim fails because an examination of the distribution agreement clearly indicates that the evidence admitted at trial to prove that Smulders promised Weiss that they would merge companies to form NEWCO is collateral to the subject matter of the distribution agreement. The subject matter of the distribution agreement is Food Works' purchase and distribution of Garden of Light's products, not the formation of NEWCO. Cf. Perricone v. Pemcone, 292 Conn. 187, 196, 972 A.2d 666 (2009) (holding confidentiality agreement collateral to separation agreement because "relevant subject matter of the separation agreement was the division of property between the parties, while the
The only reference to the future formation of the new company is in the recital provisions. The related language in the recital on which the defendants rely that addresses the new venture being "finalized and evidenced by written agreement(s)," however, appears to conflict with substantive provisions of the distribution agreement. Specifically, the recital indicates that Food Works will continue as distributor unless and until a new company or joint venture has been finalized. The substantive provision pertaining to the duration of the contract states that the agreement is to last for three years from the date of execution "[u]nless sooner terminated in accordance with the provisions of [a]rticle 9 [Termination]." Article 9 enumerates specific grounds on which either party may terminate the agreement, none of which includes the formation of NEWCO or any other joint venture. Any conflict between the recital provisions and the substantive terms of the distribution agreement is resolved by the fact that the subject matter of the distribution agreement is the distribution relationship between the parties. As such, the substantive provisions regarding the duration and termination of that matter necessarily would control over what is evidently a collateral matter.
Having disposed of the defendants' appeal contesting the merits of the plaintiffs' promissory estoppel claim, we turn to the plaintiffs' claims in their appeal regarding damages on that claim. The plaintiffs contend that the trial court improperly concluded that they failed to prove the value of the merged company with reasonable certainty because their expert was entitled to rely on reasonable assumptions in assigning a valuation to NEWCO. In response, the defendants argue that the trial court properly decided that the plaintiffs had failed to prove the value of NEWCO because they valued the wrong entity during the wrong time period. We conclude that the plaintiffs failed to meet their burden because they did not produce evidence valuing a company that is substantially similar to what NEWCO would have been to form a comparative basis on which to prove damages.
The legal principles that govern our review of damage awards are well established. "It is axiomatic that the burden of proving damages is on the party claiming them.... Damages are recoverable only to the extent that the evidence affords a sufficient basis for estimating their amount in money with reasonable certainty." (Internal quotation marks omitted.) American Diamond Exchange, Inc. v. Alport, 302 Conn. 494, 510, 28 A.3d 976 (2011); Lawson v. Whitey's Frame Shop, 241 Conn. 678, 689, 697 A.2d 1137 (1997). "[T]he court must have evidence by which it can calculate the damages, which is not merely subjective or speculative... but which allows for some objective ascertainment of the amount.... This certainly does not mean that mathematical exactitude is a precondition to an award of damages, but we do require that the evidence, with such certainty as the nature of the particular case may permit, lay a foundation [that] will enable the trier to make a fair and reasonable estimate." (Internal quotation marks omitted.) American Diamond Exchange, Inc. v. Alpert, supra, at 510-11, 28 A.3d 976; Waterhury Petroleum Products, Inc. v. Canaan Oil & Fuel Co., 193 Conn. 208, 226 n. 22, 477 A.2d 988 (1984); accord Beverly Hills Concepts, Inc. v. Schatz & Schatz, Ribicoff & Kotkin, 247 Conn. 48, 70, 717 A.2d 724 (1998); Simone Corp. v. Connecticut Light & Power Co., 187 Conn. 487, 495, 446 A.2d 1071 (1982). "Evidence is considered speculative when there is no documentation or detail in support of it and when the party relies on subjective opinion." (Internal quotation marks omitted.) American Diamond Exchange,
The record reveals the following relevant facts. To demonstrate damages in support of their claim of promissory estoppel, the plaintiffs proffered expert testimony from Richard A. Royston, a forensic accountant, and a report prepared by Royston. Royston testified that he had been asked by the plaintiffs to perform an appraisal of the value of Garden of Light and to calculate a valuation of a 50 percent share of the company on as late a date as possible. Royston's calculation was premised on the company's value as of December 31, 2008. To value Garden of Light, Royston used the capitalization of earnings methodology, which values an entity by its sales and profits and does not take physical assets into account. See West Haven Sound Development Corp. v. West Haven, 201 Conn. 305, 329, 514 A.2d 734 (1986) ("[w]hile there are several different methods by which to determine the value of a closely-held corporation, these methods, and their variants, are of two general types: [1] capitalization of earnings, or the net present value of a future income stream; and [2] net asset value, or the present sale price of the business assets less its liabilities").
Royston derived his valuation determination by first examining Garden of Light's gross sales and profits, as stated in its federal income tax returns from 2003 to 2008. Royston testified that he had observed a sharp increase in Garden of Light's sales from 2006 to 2008, in which the annual sales almost doubled, and that he focused on that increase in carrying out his valuation. He also stated that there was a corresponding increase in gross profits as well. Royston then made two deductions in the company's value: to account for its marketability; and to address the fact that there would be a lack of control of the company due to the nonmajority 50 percent share that Weiss expected he would obtain. Taking all of the information into account, Royston opined that the nwket value of Garden of Light in its entirety was $720,000, and thus a 50 percent share would be valued at $360,000.
Royston further testified that he had requested information from Smulders and Weiss to segregate the grocery store operations of Garden of Light from the granola products of Bakery on Main, but neither Weiss nor Smulders had such information. He testified that he used the capitalization of earnings methodology because he was unable to distinguish between the income of the grocery stores and the income of Bakery on Main, and thus was unable to come up-with a comparable peer group of companies to compare with NEWCO in order to extrapolate its value, which would have been an alternative market-based method of valuing NEWCO.
On cross-examination, Royston testified that he did not take Weiss' bankruptcy into account in valuing Garden of Light and that Weiss' poor credit could have had an impact on NEWCO's ability to take out future loans. Royston further admitted that, although he understood that NECO would be comprised of the Bakery on Main division of Garden of Light and Food Works, he did not value the merged entity. Further, Royston stated that he was not given any financial data for Food Works, nor did he value that company. He also admitted that to perform a valuation of NEWCO, it would have been extremely
In its memorandum of decision, the trial court found that there was insufficient evidence to demonstrate the value of NECO. The court agreed with the defendants that Royston's valuation was flawed because it did not measure the value of NEWCO, which was to consist of Food Works and Bakery on Main. The court first determined that the value of the merged company likely would be different than the value of Garden of Light. The court reasoned that Garden of Light included two grocery stores that were not intended to be included in NEWCO. Therefore, the court determined that any value those stores contributed or detracted from the $720,000 valuation should not have been considered in the calculation of damages. The court also pointed to the following factors that were not accounted for in that valuation by Royston's own admission: Weiss' participation as a coowner of NEWCO would have likely lessened the value of NEWCO based on his poor credit; and the value of Food Works, for which no evidence had been produced, would need to be measured and included in the value of NEWCO.
Applying the aforementioned damages principles to the facts in the present case, we conclude that, for precisely the reasons identified by the trial court, the evidence presented at trial was inadequate to establish the value of NEWCO with as much reasonable certainty as the case permitted. The plaintiffs contend, however, that they may prove their damages by comparing the value of a comparable business, which they did when they valued Garden of Light. Although this court has approved evidence of a similar business as probative on the issue of lost profits of a business that never came to fruition; see Cheryl Terry Enterprises, Ltd. v. Hartford, 270 Conn. 619, 655, 854 A.2d 1066 (2004); Beverly Hills Concepts, Inc. v. Sckatz & Schatz, Ribicoff & Kotkin, supra, 247 Conn, at 73, 717 A.2d 724; we have emphasized that "[t]he underlying requirement for [this type] of evidence is a substantial similarity between the facts forming the basis of the profit projections and the business opportunity that was destroyed." Beverly Hills Concepts, Inc. v. Schatz & Schatz, Ribicoff & Kotkin, supra, at 74, 717 A.2d 724. As such, the plaintiffs had the burden of establishing that Garden of Light and NEWCO were substantially similar companies.
There are two readily apparent deficiencies in the plaintiffs' evidence: (1) the value of Garden of Light included the sales and profits of the two grocery stores that would not be part of NEWCO; and (2) the value of Garden of Light did not include the value of Food Works, which would be part of NEWCO. Royston acknowledged that he would need to account for both of these facts to properly determine the value of NEWCO. Thus, although a damages theory may be based on assumptions, those assumptions must be
Although Royston testified on cross-examination that Garden of Light's two grocery stores were not a material part of the company, he did not provide the court with sufficient, credible evidence to support this conclusion. Royston assumed that Garden of Light's drastic increase in profits between 2006 and 2008 was due to Bakery on Main's success because the company's marketing expenses were higher than in previous years and because a new competing grocery store opened in 2008. Correlation, however, is not causation. More fundamentally, even if that increase could be attributable solely to Bakery on Main that fact does not account for what portion of Garden of Light's value prior to this increase was attributable to the grocery stores. Accordingly, the plaintiffs did not "lay a foundation [that would] enable the trier to make a fair and reasonable estimate" of the damages. (Internal quotation marks omitted.) American Diamond Exchange, Inc. v. Alpert, supra, 302 Conn, at 511, 28 A.3d 976.
Nonetheless, the plaintiffs argue that the evidence is reasonable in light of the fact that Royston testified that he had asked for information that would allow him to separate the sales of the two grocery stores from Bakery on Main, but was unable to obtain such information. We reject this argument for two reasons. First, during his testimony, Royston repeatedly stated that he was engaged to value Garden of Light, not an entity comprised of Food Works and Bakery on Main. Indeed, the plaintiffs do not claim that they made any attempt to gather such evidence from the defendants, other than pointing to Royston's statement at trial. Second, even if we were to excuse the plaintiffs from offering more definite proof by virtue of the defendants' failure to provide Royston with such information, the plaintiffs nevertheless failed to take into account the value of Food Works. Royston testified that he did not have any knowledge of Food Works' sales and profits for any point during the relevant time period and that he could not opine on the value of the company. Although Royston opined that Food Works' value in 2006 would not impact his valuation of Garden of Light in 2008, assuming that Food Works had no assets and that all of its customers and sales were absorbed by Garden of Light, this assumption appears to be pure speculation as it was not supported by any objective facts, figures, or data, nor was there any testimony to the effect that such data were not available. Therefore, the plaintiffs' failure to produce evidence of the value of Food Works, which we must assume was readily available to them, requires us to conclude that they have not met their burden of establishing the value of NEWCO with reasonable certainty.
Finally, the plaintiffs cite an Appellate Court case for the proposition that doubts as to exact amounts of damages are generally resolved against the parties in breach and thus any uncertainty in their damages calculation should be resolved against the defendants. See Message Center Management, Inc. v. Shell Oil Products Co., 85 ConmApp. 401, 413, 857 A.2d 936 (2004). This principle may only be invoked, however, once the plaintiffs have demonstrated the amount of damages with reasonable certainty, which the plaintiffs have failed to do. See 3 Restatement (Second), Contracts § 352, comment (a), pp. 1445 (1981) (noting while doubts in amount of damages are resolved against party in
In light of our conclusion in part I C of this opinion as to the evidentiary deficiency, we must address the plaintiffs' claim that the trial court improperly granted the defendants' motion for reargument and reversed its decision to hold a posttrial evidentiary hearing on damages.
We review the trial court's decision to not reopen evidence for a hearing on damages under the abuse of discretion standard. See, e.g., Wood v. Bridgeport, 216 Conn. 604, 606, 583 A.2d 124 (1990) ("[w]hether ... a trial court will permit further evidence to be offered after the close of testimony in a case is a matter resting in the sound discretion of the court" [internal quotation marks omitted]). Similarly, we review the adjudication of a motion to reargue for an abuse of discretion. See Liberti v. Liberti 132 Conn.App. 869, 874, 37 A.3d 166 (2012). "In. determining whether there has been an abuse of discretion, every reasonable presumption should be given in favor of the correctness of the court's ruling.... Reversal is required only [when] an abuse of discretion is manifest or [when] injustice appears to have been done." (Internal quotation marks omitted.) Patino v. Birken Mfg. Co., 304 Conn. 679, 698, 41 A.3d 1013 (2012).
The plaintiffs' claim merits little discussion. We do not construe the trial court's decision as punishing the plaintiffs for delaying the commencement of trial. Rather, the court simply determined that the plaintiffs had ample opportunity to obtain evidence, through discovery or otherwise, pertaining to their alleged damages in the years preceding the trial. The court was entitled to presume that the plaintiffs were prepared to present their case when trial commenced. The plaintiffs did not request a continuance or seek sanctions due to the defendants' failure to comply with discovery requests to obtain evidence relating to valuation. Indeed, the
Finally, we turn to the plaintiffs' claim that the trial court improperly rendered judgment for the defendants on their breach of contract counterclaim due to Food Works' failure to pay for certain granola products received from Garden of Light. The plaintiffs contend that they were discharged from their obligations because the defendants committed prior material breaches of the distribution agreement. Specifically, they argue that they presented evidence that the defendants had made direct sales to customers outside of the Garden of Light stores in breach of the provisions in the distribution agreement under which Food Works was deemed the sole distributor of Bakery on Main products and Garden of Light was afforded the limited right to sell such products only in direct sales in its two stores. The evidence indicated that Garden of Light had made approximately $10,000 in direct sales of its products to customers over the Internet, but refused to share the revenue generated with Food Works.
Under contract law, it is well settled that a material breach by one party discharges the other party's subsequent duty to perform on the contract. See Bernstein v. Nemeyer, 213 Conn. 665,
The distribution agreement unambiguously states that if either party wishes to terminate the agreement upon the default of the other party, it must notify the breaching party and provide that party with thirty days to cure such default.
The judgment is affirmed.
In this opinion the other justices concurred.