Capitol Food Mart, Inc. v. Capital Donuts, LLC
HHDCV116022952
????Decided: January 18, 2012
The plaintiff, Capitol Food Mart, Inc. f/k/a Capitol Shell Food Mart, filed this ten-count complaint against the defendants, Capital Donuts, LLC (Capital Donuts), Eric Barreira and Gomes & B, LLC (Gomes & B) alleging a breach of license agreement for the right to operate a ?Dunkin’ Donuts Cart System? in the plaintiff’s Shell Convenience Store located at 335 Capitol Avenue in Hartford.
The plaintiff alleges that Capital Donuts breached the license agreement when it stopped making monthly payments and opened a new Dunkin Donuts facility near the 335 Capitol Avenue location.
On August 15, 2011, the defendants filed this motion to strike counts two, three, four, five and seven of the complaint.
-I-
Counts two, three and four are against Eric Barreira, Capital Donuts and Gomes & B respectively, and are claims for tortious interference with a business relationship. ? The defendants argue these counts are legally insufficient because in each count, the plaintiff has failed to name a third party with whom the plaintiff had a relationship and has failed to allege sufficient facts to support a claim that any of the defendants maliciously or intentionally interfered with a business relationship.
In an action for tortious interference with a business relationship, a plaintiff must allege: ?(1) a business relationship between the plaintiff and another party; ?(2) the defendant’s intentional interference with the business relationship while knowing of the relationship; ?and (3) as a result of the interference, the plaintiff suffers actual loss. ?Hi?Ho Tower, Inc. v. Com?Tronics, Inc., 255 Conn. 20, 27, 761 A.2d 1268 (2000). ? For a plaintiff successfully to prosecute such an action it must prove that the defendant’s conduct was in fact tortious which may be satisfied by proof that the defendant was guilty of fraud, misrepresentation, intimidation or molestation or that the defendant acted maliciously. ?Daley v. Aetna Life & Casualty Co., 249 Conn. 766, 805?06, 734 A.2d 112 (1999).
In the plaintiff’s third count, the plaintiff alleges only that it signed a license agreement with Capital Donuts, but names no third party with which it had a contract and therefore this count is insufficient to state a claim for tortious interference with a business relationship.
-II-
Regarding counts two and four, the plaintiff has plead the elements necessary to state a claim for tortious interference with a business relationship. ? The plaintiff explicitly alleges willful, malicious and tortious conduct in paragraph eighteen of the complaint, and these allegations themselves are sufficient.
-III-
Counts five and seven are against Eric Barreira and Gomes & B respectively, are claims for breach of the implied covenant of good faith and fair dealing. ? The defendants argue that the two counts are legally insufficient because the plaintiff has failed to allege that in order for the plaintiff to maintain a claim for breach of the implied covenant of good faith and fair dealing, the plaintiff must plead: ?(1) that the plaintiff and the defendant were parties to a contract under which the plaintiff reasonably expected to receive certain benefits; ?(2) that the defendant engaged in conduct that injured the plaintiff’s right to receive benefits it reasonably expected to receive under the contract; ?and (3) that when committing the acts by which it injured the plaintiff’s right to receive under the contract, the defendant was acting in bad faith. ? Le v. Saporoso, Superior Court, judicial district of Hartford, Docket No. CV 095028391 (October 19, 2009, Domnarski, J.) (2009 Ct.Sup. 17328).
To constitute a breach of [the implied covenant of good faith and fair dealing], the acts by which a defendant allegedly impedes the plaintiffs’ right to receive benefits that he or she reasonably expected to receive under the contract must have been taken in bad faith ? Bad faith in general implies both actual or constructive fraud, or a design to mislead or deceive another, or a neglect or refusal to fulfill some duty or some contractual obligation, not prompted by an honest mistake as to one’s rights or duties, but by some interested or sinister motive. ?Keller v. Beckenstein, 117 Conn.App. 550, 563?64, 979 A.2d 1055, cert. denied, 294 Conn. 913, 983 A.2d 274 (2009).
?Courts will ? disregard the fiction of a separate legal entity to pierce the shield of immunity afforded by the corporate structure in a situation in which the corporate entity has been so controlled and dominated that justice requires liability to be imposed on the real actor ? The identity rule has been stated as follows: ?If [the] plaintiff can show that there was such a unity of interest and ownership that the independence of the corporations had in effect ceased or had never begun, an adherence to the fiction of separate identity would serve only to defeat justice and equity by permitting the economic entity to escape liability arising out of an operation conducted by one corporation for the benefit of the whole enterprise.? ?Naples v. Keystone Building and Development Corp., 295 Conn. 214, 231?32, 990 A.2d 326 (2010).
The plaintiff has not alleged a contractual relationship with either Eric Barreira or Gomes & B, counts five and seven are legally insufficient and the plaintiffs invoking identity-rule does nothing to change this result. ? The plaintiffs are unable to provide, nor is the court able to find, any authority to suggest that the identity-rule can be applied on these facts. ? See Naples v. Keystone Building and Development Corp., supra, 295 Conn. 232.
-IV-
Counts eight, nine and ten against Eric Barreira, Capital Donuts and Gomes & B respectively, are claims for CUTPA violations. ? The requirement for a CUTPA claim have been clearly stated in Harris v. Bradley Memorial Hospital & Health Center, Inc., 296 Conn. 315, 350?51, 994 A.2d 153 (2010).
In the present case, the crux of the plaintiff’s claim is that the defendant breached its contract with the plaintiff and then opened a competing business near the plaintiffs. ? This is not the type of business conduct that CUTPA addresses. ? See Eclipse Systems, Inc., v. Harrell, Superior Court, judicial district of Middlesex, Docket No. CV 10 6003857 (May 25, 2011, Wiese, J.) No fraudulent representations, fraudulent concealment, false claims or multiple breaches of contract have been alleged as would be required to maintain a CUTPA claim
Defendants’ motion to strike counts three, five, seven, eight, nine and ten is granted. ? Defendants’ motion to strike counts two and four is denied.
Wagner, JTR
Wagner, Jerry, J.T.R.