Opinion
No. CV 02-0471625 S.
December 15, 2006.
MEMORANDUM OF DECISION
The plaintiff, DeCarlo Doll, Inc. (D D), brings this action against the defendant, Orange Economic Development Corporation (OEDC), to recover damages for breach of contract. On March 24, 2004, OEDC filed a motion to cite in a third-party defendant, Alexandria Real Estate Equities, Inc. (Alexandria). The motion was granted on April 12, 2004 (Arnold, J.). The third-party complaint was served, on Alexandria on May 3, 2004. On October 16, 2006, OEDC filed an amended third-party complaint in which it alleges breach of contract between D D and Alexandria (count one), promissory estoppel against Alexandria as to its promise to D D (count two), breach of contract between Alexandria and OEDC (count three) and promissory estoppel against Alexandria as to its promise to OEDC (count four). On November 21, 2006, Alexandria filed an answer to the amended third-party complaint which contained the following special defenses: lack of standing as to counts one and two and statute of limitations as to all counts.
A trial on the matter was heard by this court commencing October 11, 2006. At the conclusion of the trial, the court ordered the parties to submit post-trial briefs.
FACTS
From the evidence presented at trial, the court finds the following facts. The plaintiff, DeCarlo Doll, Inc. (D D), is a corporation with its principal place of business in Hamden. The defendant, Orange Economic Development Corporation (OEDC), is a Connecticut corporation located in Orange. The third-party defendant, Alexandria Real Estate Equities, Inc. (Alexandria), is a corporation organized under the laws of the state of Maryland, with its principal place of business in Pasadena, CA.
In August 2000, OEDC requested D D to prepare certain drawings and reports and perform other services for a municipal development plan for a piece of property, which is located in the town of Orange, and in which there was an interest in developing a technology and biomedical park (biotech park). Pursuant to that request, D D sent OEDC a letter, dated August 8, 2000, which contained a proposal for a scope of work and a cost estimate. The proposal included, inter alia, identification of any significant environmental issues, impacts or limitations on soil conditions for constructing buildings and a road system, infrastructure improvements, utility extensions, traffic patterns and subdivision requirements needed to develop the parcel at issue. The estimated cost of the August 8th scope of service proposal was $125,000. After receiving the August 8 proposal letter, OEDC directed D D to proceed according to its proposal. On August 9, 2000, the executive director of OEDC, Elaine Liberto, and the first selectman for the town of Orange, Mitch Goldblatt, met with the deputy commissioner of the Connecticut Department of Economic and Community Development (DECD), Rita Zangari, and the DECD's regional director, Oley Carpp, to discuss municipal development plan and the potential reimbursement by the state, pursuant to General Statutes § 8-198, of the planning phase expenses incurred by the town of Orange or its municipal development corporation. An approved municipal development plan is a necessary prerequisite to state finding of any municipal development project. In a letter to OEDC, dated August 9, 2000, Zangari conveyed a commitment by the state of Connecticut "to recognize all eligible expenses associated with the planning phase, and paid for by the town of Orange, as part of the town's 50% share of any subsequent approved development phase activities." On August 24, 2000, representatives of OEDC (Liberto), state (Carpp), and D D (vice president of D D Peter Burns) met at the offices of D D to discuss the proposed biotech park and municipal development plan requirements. Regional marketing director of Alexandria, Tom Andrews, attended the meeting to obtain information for Alexandria about the proposed biotech park development and to offer Alexandria as a potential developer. The August 24, 2000 meeting was the first meeting on the proposed biotech park development that Andrews attended. A real estate broker employed by Insignia/ESG (Insignia), Patricia Ardigo, also attended the August 24 meeting, at which she represented the interests of her client, a pharmaceutical company Boehringer Ingleheim, as a potential tenant of the proposed biotech park. At that meeting, D D was requested to reduce its scope of work for the biotech park municipal development plan. Pursuant to that request, D D sent OEDC its revised proposal letter, dated August 30, 2000, which contained the reduced scope of work and a new cost estimate. The August 30, 2000 revised scope of services eliminated, inter alia, analysis of alternatives, impact evaluation of state policies and zoning and planning regulations, market study and cost benefit analysis, substantially reducing the cost and time needed for performance of D D's work. The new estimated cost was $69,800.
On September 6, 2000, Andrews attended his second meeting with OEDC, D D and Insignia. The purpose of the meeting was to discuss upcoming "biotech park" presentation by DECD and OEDC to the Yale University. Without involvement of a research university, the biotech park could not be developed, because a research university is an essential element of any biotech research park.
On September 21, 2000, D D sent to OEDC its first invoice for professional services rendered through September 15, 2000, in the amount of $30,175. OEDC received D D's first invoice and prepared a reimbursement statement, addressed to Alexandria, for the services performed through September 15, 2000. The statement included $30,175 fees, which D D billed to OEDC and $24,225 as OEDC's administrative fee.
In September 2000, the state DECD (Zangari and Carpp) and OEDC (Liberto) made a presentation to Yale University in an attempt to interest it in locating its biotech research facilities in Orange in conjunction with the potential tenant, Boehringer Ingelheim pharmaceutical company. D D was not invited to attend the meeting at Yale. Following September 24 presentation both Yale University and Boehringer Ingleheim indicated that they were not interested in locating their biotech activities in Orange. In late September 2000, Liberto called Burns and requested that D D cease work on the biotech park municipal development plan.
On October 10, 2000, D D sent its second and last invoice to OEDC in the amount of $15,355 for a total amount invoiced of $45,530.00. OEDC received D D's second invoice and prepared a reimbursement statement, addressed to Alexandria, for the services performed from September 18, 2000, through October 10, 2000. The statement included $15,355 fees, which D D billed to OEDC and $6,056 as OEDC's administrative fee.
D D performed work as requested by OEDC. In order to complete work requested by OEDC within set time limits, D D hired subcontractors. These subcontractors produced their reports and were subsequently paid by D D. OEDC did not pay D D for the work performed.
DISCUSSION I D D'S BREACH OF CONTRACT CLAIM AGAINST OEDC In its complaint, D D alleges that it entered into a binding contract with OEDC to perform services in connection with the biotech park project; and that OEDC breached the contract by failing to pay D D for the services performed. OEDC denies the existence of the breach of contract between D D and OEDC. OEDC argues that no contract was formed because there had not been a "meeting of the minds" between D D and OEDC as to who would be responsible for paying D D for its work. OEDC asserts that D D's contract was with Alexandria, not with OEDC. It further argues that if there was a contract between OEDC and D D, the right of D D to enforce that contract did not come into existence because a condition precedent, i.e., the funding by the state, by the town or by Alexandria, was not fulfilled. "The elements of a breach of contract action are the formation of an agreement, performance by one party, breach of the agreement by the other party and damages." (Internal quotation marks omitted.) Chiulli v. Zola, 97 Conn.App. 699, 706-07, 905 A.2d 1236 (2006).The court first considers OEDC's argument that there was no contract between D D and OEDC because there had not been a "meeting of the minds."
"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.) Aquarion Water Co. of Connecticut v. Beck Law Products Forms, LLC, 98 Conn.App. 234, 238, 907 A.2d 1274 (2006). "In order for an enforceable contract to exist, the court must find that the parties' minds had truly met." (Internal quotation marks omitted.) Id., 239. "[T]o support contractual liability, the defendants' representations must be sufficiently definite to manifest a present intention on the part of the defendants to undertake immediate contractual obligations to the plaintiff." (Internal quotation marks omitted.) Burnham v. Karl Gelb, P.C., 50 Conn.App. 385, 389, 717 A.2d 811 (1998), aff'd., 252 Conn. 153, 745 A.2d 178 (2000). "The parties' intentions manifested by their acts and words are essential to the court's determination of whether a contract was entered into and what its terms were." (Internal quotation marks omitted.) Aquarion Water Co. of Connecticut v. Beck Law Products Forms, LLC, supra, 98 Conn.App. 239. "Parties are bound to the terms of a contract even though it is not signed if their assent is otherwise indicated." (Internal quotation marks omitted.) Id. "Whether the parties intended to be bound without signing a formal written document is an inference of fact for the trial court . . ." (Internal quotation marks omitted.) Id.
In the present case, it is undisputed that OEDC requested D D to perform work. From the August 8, 2000 and August 30, 2000 scope of work proposal letters, it can be inferred that D D expected to be paid by the OEDC when it entered the agreement. In the letters, D D lists the jobs to be performed and clearly states the price for each as well as the total price. After receiving the letters, OEDC did not request that D D change anything in its proposals as to the payment arrangement or the scope of work to be performed and directed D D to proceed, from which it can be inferred that, at the time of the agreement, OEDC intended to pay D D for the work OEDC requested. Furthermore, vice president of D D, Peter Burns, testified that, at the time he submitted the scope of work proposals to OEDC, he understood that OEDC would pay D D for the work requested, not Alexandria or other entity.
OEDC failed to present sufficient evidence to show that D D agreed or was even aware that Alexandria and not OEDC would be responsible for paying D D for the work performed pursuant to OEDC's request. Therefore, there was a "meeting of the minds" between D D and OEDC at the time these parties entered into a contract and a binding contract was formed between D D and OEDC.
It is undisputed that D D performed work requested by OEDC. It is also undisputed that OEDC has not paid D D for the work performed. For the forgoing reasons, the court finds that OEDC breached its contract with D D.
The court next addresses OEDC's argument that its procurement of the funding by the state, by the town of Orange or by Alexandria was a condition precedent to OEDC's duty to pay D D for the work performed.
"[I]f an express condition [in the contract] is not fulfilled, the right to enforce the contract does not come into existence . . . A condition precedent is a fact or event which the parties intend must exist or take place before there is a right to performance . . . Whether the performance of a certain act by a party to a contract is a condition precedent to the duty of the other party to act depends on the intent of the parties as expressed in the contract and read in light of the circumstances surrounding the execution of the instrument." (Citations omitted; internal quotation marks omitted.) Christophersen v. Blount, 216 Conn. 509, 512, 582 A.2d 460 (1990). "The question is not what intent existed in the minds of the parties but what intention is expressed in the language used." (Internal quotation marks omitted.) Leonard Concrete Pipe Co. v. C.W. Blakeslee Sons, Inc., 178 Conn. 594, 598, 424 A.2d 277 (1979). "In giving meaning to the terms of a contract, [the Appellate Court] ha[s] said that [a] contract must be construed to effectuate the intent of the contracting parties . . . In ascertaining intent, we consider not only the language used in the contract but also the circumstances surrounding the making of the contract, the motives of the parties and the purposes which they sought to accomplish." (Citations omitted; internal quotation marks omitted.) Schlicher v. Schwartz, 58 Conn.App. 80, 85, 752 A.2d 517 (2000).
In the present case, the evidence shows that OEDC intended to coordinate the development of the biotech park in the town of Orange. In order to obtain state funding for the project and to get the potential tenants, developers and the university involved in the project, OEDC needed to obtain the project development plan identifying, inter alia, any significant environmental issues, impacts or limitations on soil conditions, traffic patterns and subdivision requirements. OEDC requested D D to prepare such a plan. The D D's August 8 and August 30, 2000 letters show that D D expected to get paid for the work performed. Nothing in those letters indicate that D D's right to be paid was conditioned on the OEDC's ability to obtain funding by the state, the town or any other entity. When, after receiving the letter, OEDC directed D D to proceed with its work, it accepted the terms of D D proposals, specifically, the scope of work, the price and the payment arrangement. Furthermore, D D submitted its first invoice to OEDC prior to OEDC's attempt to secure Yale University's participation, which was essential to obtaining the state funding. OEDC did not expressly refuse to pay D D's first invoice nor directed D D to stop. OEDC did not inform D D that it cannot pay the invoices even after the receipt of D D's second invoice in October 2000, when it became clear that OEDC will not be able to obtain state funding. Thus, it can be inferred that D D entered the agreement with OEDC expecting to be paid whether or not OEDC obtained funding for the work performed. Furthermore, OEDC admitted that it requested D D to perform work on previous occasions and that OEDC paid D D for that work. Therefore, it was reasonable for D D to expect to be paid by the OEDC for the work performed on the biotech park project in the same manner it was paid on previous occasions. Regardless of the intent that existed in the "mind" of OEDC, it presented no evidence that the funding by the state, by the town or by Alexandria was an express condition precedent to the D D's right to enforce the contract.
II OEDC'S CLAIMS AGAINST ALEXANDRIA A Counts One and Two CT Page 23094
In counts one and two of the third-party complaint, OEDC asserts breach of contract and promissory estoppel claims, respectively, against Alexandria on behalf of D D. Alexandria raises the defense of the lack of subject matter jurisdiction, arguing that, as a nonparty to the alleged contract between D D and Alexandria, OEDC lacks standing to assert claims on behalf of D D."If a party is found to lack standing, the court is without subject matter jurisdiction to determine the cause . . . Because standing implicates the court's subject matter jurisdiction, the plaintiff ultimately bears the burden of establishing standing." (Citation omitted; internal quotation marks omitted.) Seymour v. Region One Board of Education, 274 Conn. 92, 104, 874 A.2d 742, cert. denied, 126 S.Ct. 659, 163 L.Ed.2d 526 (2005). "[O]nce the question of lack of jurisdiction of a court is raised, [it] must be disposed of no matter in what form it is presented . . . and the court must fully resolve it before proceeding further with the case." (Internal quotation marks omitted.) Esposito v. Specyalski, 268 Conn. 336, 348, 844 A.2d 211 (2004).
"The objection of want of jurisdiction may be made at any time . . . [a]nd the court or tribunal may act on its own motion, and should do so when the lack of jurisdiction is called to its attention . . . The requirement of subject matter jurisdiction cannot be waived by any party and can be raised at any stage in the proceedings." (Internal quotation marks omitted.) Frillici v. Westport, 264 Conn. 266, 280, 823 A.2d 1172 (2003).
"[I]t is axiomatic that a party must have standing to assert a claim in order for the court to have subject matter jurisdiction over the claim . . . Our standing jurisprudence consistently has embodied the notion that there must be a colorable claim of a direct injury to the plaintiff, in an individual or representative capacity." (Internal quotation marks omitted.) Connecticut State Medical Society v. Oxford Health Plans (CT), Inc., 272 Conn. 469, 476, 863 A.2d 645 (2005). "In order for a third party plaintiff to have standing, it must be a proper party to request adjudication of the issues." (Internal quotation marks omitted.) Id. "Thus . . . if the injuries claimed by the third party plaintiff are remote, indirect or derivative with respect to the third party defendant's conduct, the third party plaintiff is not the proper party to assert them and lacks standing to do so. [When], for example, the harm asserted to have been suffered directly by a third party plaintiff are in reality derivative injuries to the third party, the injuries are not direct but are indirect, and the third party plaintiff has no standing to assert them." (Internal quotation marks omitted.) Id., 476-77.
In count one, OEDC alleges that Alexandria entered into a contract with D D, that Alexandria breached its contract with D D and that, as a result of Alexandria's breach, D D suffered monetary damages. In count two, OEDC alleges that D D relied on Alexandria's promise to pay for its services and that D D suffered harm as a result of Alexandria's failure to fulfill its promise. OEDC also alleges that it suffered harm as a result of Alexandria's refusal to pay D D, that harm being D D's commencement of an action against OEDC. OEDC does not allege that it was a party to a contract between D D and Alexandria, neither does it allege that D D authorized OEDC to sue Alexandria on D D's behalf. Furthermore, it is undisputed that OEDC did not pay D D for the work it performed under its alleged contract with Alexandria. Thus, OEDC did not suffer any monetary damages in connection with the alleged contract between D D and Alexandria and the only injury OEDC essentially claims is D D's commencement of an action against OEDC. Commencement of an action against a party does not constitute an injury to that party. Therefore, in counts one and two, OEDC failed to allege any direct harm to OEDC.
OEDC lacks standing to assert the breach of contract and promissory estoppel claims against Alexandria on behalf of D D.
For the foregoing reasons, the court is without subject matter jurisdiction to determine the causes asserted by OEDC in counts one (breach of contract) and two (promissory estoppel) of the amended third-party complaint.
B Counts Three and Four
In count three of the third-party complaint, OEDC alleges that Alexandria breached its oral agreement with OEDC to compensate OEDC for its services in coordinating the work of D D in connection with the biotech park project. In count four, OEDC alleges that it relied upon Alexandria's promise to compensate OEDC for its services and that it suffered harm as a result of Alexandria's breach of its promise. Alexandria denies the existence of a breach of a contract, and denies the promissory estoppel allegations. In addition, Alexandria raises the defenses of the statute of limitations under General Statutes § 52-581, and the statute of frauds under General Statutes § 52-550(a)(2).
Alexandria's assertion of the statute of fraud defense is inapposite. General Statutes § 52-550(a) provides in relevant part: "No civil action may be maintained in the following cases unless the agreement, or a memorandum of the agreement, is made in writing and signed by the party, or the agent of the party, to be charged: (2) against any person upon any special promise to answer for the debt, default or miscarriage of another . . . (5) Upon any agreement that is not to be performed within one year from the making thereof . . ." In the present case, OEDC alleges in counts three and four of the amended third-party complaint that it entered into an oral agreement with Alexandria to perform services, not into an oral agreement to answer for the debt, default or miscarriage of another. General Statutes § 52-550(a) does not apply to an agreement to perform services unless it is an agreement "that is not to be performed within one year from the making thereof." General Statutes § 52-550(a)(5). Because there is no evidence that the alleged agreement between OEDC and Alexandria was an agreement that was "not to be performed within one year" from its making, General Statutes § 52-550(a) does not apply.
1 Breach of Contract Between OEDC and Alexandria
"The elements of a breach of contract action are the formation of an agreement, performance by one party, breach of the agreement by the other party and damages." (Internal quotation marks omitted.) Chiulli v. Zola, supra, 97 Conn.App. 706-07. "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.) Aquarion Water Co. of Connecticut v. Beck Law Products Forms, LLC, supra, 98 Conn.App. 238. "In order for an enforceable contract to exist, the court must find that the parties' minds had truly met." (Internal quotation marks omitted.) Id., 239. "[T]o support contractual liability, the defendants' representations must be sufficiently definite to manifest a present intention on the part of the defendants to undertake immediate contractual obligations to the plaintiff." (Internal quotation marks omitted.) Burnham v. Karl Gelb, P.C., supra, 50 Conn.App. 389. "The parties' intentions manifested by their acts and words are essential to the court's determination of whether a contract was entered into and what its terms were." (Internal quotation marks omitted.) Aquarion Water Co. of Connecticut v. Beck Law Products Forms, LLC, supra, 98 Conn.App. 239. "Parties are bound to the terms of a contract even though it is not signed if their assent is otherwise indicated." (Internal quotation marks omitted.) Id. "Whether the parties intended to be bound without signing a formal written document is an inference of fact for the trial court . . ." (Internal quotation marks omitted.) Id.
In the present case, OEDC admits that there was no written agreement between OEDC and Alexandria. At the trial, the chief executive officer of Alexandria, Joel Marcus, testified that he never spoke to Liberto or any other representative of OEDC; that he never visited the subject property; and that he learned about the Orange biotech park project from Ardigo. Marcus also testified that he was the only person at Alexandria who had the power to authorize payments; that he never received any requests for payments from OEDC; and that he never authorized any payments to be made to OEDC or D D in connection with Orange biotech park project.
OEDC claims that it informed Ardigo, who it believed to be an agent of Alexandria, that it would charge Alexandria administrative fees for coordinating D D's work. OEDC presented no evidence to support this claim. Ardigo testified that at no time was she or represented that she was an agent of Alexandria. She also testified that she had no recollection of informing OEDC that Alexandria would pay OEDC for its services or of receiving any invoices from OEDC. Ardigo further testified that although she was present at the August 24, 2000 meeting, she did not hear Alexandria's representative agree to make payments to OEDC or D D for the work on the biotech park project.
Alexandria's regional marketing director, Andrews, testified that he met OEDC representative Liberto for the first time at the August 24, 2000 meeting, which he attended in order to evaluate a possibility of Alexandria's participation in Orange biotech park project. He further testified that he never represented that Alexandria would pay anything to OEDC or D D in connection with the biotech park project.
Based on the evidence presented at trial, the court finds that no binding contract existed between OEDC and Alexandria.
2 Promissory Estoppel
The following legal principles govern the court's analysis of the OEDC's promissory estoppel claim. "Under the law of contract, a promise is generally not enforceable unless it is supported by consideration . . . [The Supreme] [C]ourt has recognized, however, the development of liability in contract for action induced by reliance upon a promise, despite the absence of common-law consideration normally required to bind a promisor . . . [U]nder the doctrine of promissory estoppel [a] promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and which does induce such action or forbearance is binding if injustice can be avoided only by enforcement of the promise . . . A fundamental element of promissory estoppel, therefore, is the existence of a clear and definite promise which a promisor could reasonably have expected to induce reliance. Thus, a promisor is not liable to a promisee who has relied on a promise if, judged by an objective standard, he had no reason to expect any reliance at all." (Citation omitted; internal quotation marks omitted.) Stewart v. Cendant Mobility Services Corp., 267 Conn. 96, 104-05, 837 A.2d 736 (2003).
"Additionally, the promise must reflect a present intent to commit as distinguished from a mere statement of intent to contract in the future . . . [A] mere expression of intention, hope, desire, or opinion, which shows no real commitment, cannot be expected to induce reliance . . . and, therefore, is not sufficiently promissory. The requirements of clarity and definiteness are the determinative factors in deciding whether the statements are indeed expressions of commitment as opposed to expressions of intention, hope, desire or opinion . . . Finally, whether a representation rises to the level of a promise is generally a question of fact, to be determined in light of the circumstances under which the representation was made." (Citations omitted; internal quotation marks omitted.) Stewart v. Cendant Mobility Services Corp., supra, 267 Conn. 105-06. In the present case, the above-mentioned testimony by Marcus, Ardigo and Andrews shows that Alexandria made no promise to OEDC on which OEDC could reasonably rely. OEDC failed to present any evidence that would demonstrate that Alexandria made a clear and definite promise to pay OEDC for its services. Thus, Alexandria had no reason to expect OEDC's reliance on the promise it has not made. For the foregoing reasons, the court finds that Alexandria is not liable to OEDC under the promissory estoppel theory.
3 Statute of Limitations
In its answer to the OEDC's third-party complaint, Alexandria raises the defense of the statute of limitations under General Statutes § 52-581(a). General Statutes § 52-581(a) provides in relevant part: "No action founded upon any express contract or agreement which is not reduced to writing, or of which some note or memorandum is not made in writing and signed by the party to be charged therewith or his agent, shall be brought but within three years after the right of action accrues."
In its post-trial brief, OEDC argues that its action against Alexandria is timely because the six-year statute of limitations under General Statutes § 52-576, and not the three-year statute of limitation under § 52-581, applies.
General Statutes § 52-576 provides in relevant part: "(a) No action for an account or on any simple or implied contract or on any contract in writing, shall be brought but within six years after the right of action accrues, except as provided in subsection (b) of this section."
"The Supreme Court has explained the difference between §§ 52-576 and 52-581. If [General Statutes] §§ 6005 [now § 52-576] and 6010 [now § 52-581] are to be construed to make a harmonious body of law, it is necessary to restrict the latter . . . to executory contracts. Section [52-576] limits to six years actions on simple, that is parol, contracts; § [52-581] limits to three years actions on contracts not reduced to or evidenced by a writing, that is, contracts resting in parol . . . Tierney v. American Urban Corp., 170 Conn. 243, 248, 365 A.2d 1153 (1976). . ." (Emphasis in original; internal quotation marks omitted.) John H. Kolb Sons, Inc. v. G and L Excavating, Inc., 76 Conn.App. 599, 609, 821 A.2d 774, cert. denied, 264 Conn. 919, 828 A.2d 617 (2003). "Our Supreme Court . . . constru[ed] § 52-581, the three year statute of limitations, as applying only to executory contracts." (Internal quotation marks omitted.) Id., 610.
The determinative question, therefore, is whether the purported contract between OEDC and Alexandria was executory or executed. "A contract is executory when neither party has fully performed its contractual obligations and is executed when one party has fully performed its contractual obligations." (Emphasis in original; internal quotation marks omitted.) John H. Kolb Sons, Inc. v. G and L Excavating, Inc., supra, 76 Conn.App. 610.
In the present case, if there had been a contract between OEDC and Alexandria, the alleged breach of that contract would have occurred in October 2000. In its third-party complaint, OEDC alleges that Alexandria orally agreed to pay OEDC for its services in coordinating the work of D D with the state of Connecticut requirements for a municipal development plan. OEDC further alleges that Alexandria failed to pay OEDC for the services performed under the alleged contract. Therefore, Alexandria did not complete its performance under the alleged contract. Furthermore, at the trial, Liberto testified that in late September 2000, OEDC requested D D to cease work on the biotech park project. Hence, OEDC ceased its performance under the alleged contract prior to the time the alleged breach by Alexandria occurred. Because OEDC did not complete its task of coordinating D D's work in connection with biotech park municipal development plan at the time of the alleged breach, October 2000, OEDC had not fully performed under its alleged contract with Alexandria. Therefore, because neither Alexandria nor OEDC fully performed, the alleged contract between OEDC and Alexandria would have been executory, and the three-year statute of limitations would apply.
"The law concerning when a breach of contract action accrues is well settled. [The Supreme] [C]ourt 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 . . . While the statute of limitations normally begins to run immediately upon the accrual of the cause of action, some difficulty may arise in determining when the cause or right of action is considered as having accrued. The true test is to establish the time when the plaintiff first could have successfully maintained an action." (Citation omitted; internal quotation marks omitted.) Amoco Oil Co. v. Liberty Auto Electric Co., 262 Conn. 142, 153, 810 A.2d 259 (2002).
Thus, in order for this action to be timely, OEDC should have commenced this action in October 2003, within the three-year statute of limitations. The OEDC commenced this action by service of process on Alexandria on May 3, 2004, outside the applicable limitations period. For the foregoing reasons, OEDC's claims of breach of contract and promissory estoppel against Alexandria in counts three and four of the third-party complaint, are barred by the three-year statute of limitations under General Statutes § 52-581.
When a particular statute of limitations applies to a breach of contract claim, the same statute of limitations applies to a promissory estoppel claim predicated on that breach of contract. See Torringford Farms Ass'n., Inc. v. Torrington, 75 Conn.App. 570, 575-78, 816 A.2d 736 (2003) (applying statute of limitations applicable to breach of contract to promissory estoppel claim predicated on breach of contract).
CONCLUSION
Accordingly, the court finds in favor of the plaintiff, DeCarlo Doll, Inc., on the original contract, and awards the sum of $45,530 and interest in the amount of $27,546 for the total of $73,076 plus court costs.
As to the Third-Party Complaint, the court finds in favor of the third-party defendant, Alexandria Real Estate Equities, Inc.
In the present case, OEDC alleges that it sent to Alexandria the invoice which included a fee to cover OEDC's "administrative costs attributable to its involvement in facilitating the D D project" and D D's service fees from the invoice D D sent to OEDC on September 21, 2000. The second invoice, for the services rendered through October 10, 2000, was allegedly sent by OEDC to Alexandria on October 26, 2000. It is undisputed that neither invoice was paid by Alexandria. Therefore, the right of action in this case would have accrued when Alexandria allegedly failed to pay the first of OEDC's invoices, in October 2000, because OEDC could have successfully maintained an action against Alexandria at that time.