Opinion
No. CV 08 500 5444
September 2, 2009
MEMORANDUM OF DECISION RE MOTION TO STRIKE CAUSES OF ACTION PREDICATED UPON FRAUD AND/OR MISREPRESENTATION AS TO CONSULTING CONTRACT
Relevant Facts
On October 2, 2008, the plaintiff, Bernard Kelly, commenced this action by service of process against the defendant, Noble Environmental Power, LLC. The plaintiff subsequently filed a six-count revised complaint in which he alleges the following facts. The defendant is a renewable energy company that designs and builds windparks, transacting business within the state of Connecticut, and with its principle place of business being in Connecticut. Charles Hinckley was the Chief Executive Officer and member of the board of directors of the defendant corporation at all times pertinent to the complaint.
On or about December of 2005, the plaintiff and Hinckley, entered into an agreement in which the plaintiff would be an independent contractor providing professional services to the defendant in exchange for compensation. Initially the plaintiff commenced work on or about January 2, 2006, however, on or about March 9, 2007, the plaintiff and Hinckley met to discuss the terms of a modified agreement between the plaintiff and the defendant, and a modified agreement was entered into. Each of the six causes of action arise from the defendants alleged failure to pay the plaintiff money due to him in accordance with the terms of the March 9, 2007 agreement before its expiration date and without giving the plaintiff timely notice of the contract termination as required by the agreement.
Count one of the complaint alleges that the defendant breached its contract with the plaintiff; count two alleges unjust enrichment to the defendant; count three alleges fraudulent misrepresentation; count four alleges negligent misrepresentation; count five alleges a breach of the implied covenant of good faith and fair dealing; and count six alleges a violation of the Connecticut Unfair Trade Practices Act (CUTPA).
The defendant has filed a motion to strike counts three through six of the complaint. In its motion, the defendant moves to strike the third and fourth counts on the ground that "the plaintiff cannot allege essential elements of those claims, such as a misrepresentation of fact giving rise to liability under the circumstances." The defendant also argues that count five should be stricken because the claim for breach of implied covenant of good faith and fair dealing is based solely on the plaintiff's conclusory allegations of fraud, and because the claim relates to conduct allegedly occurring prior to the contract at issue. Lastly, the defendant argues that count six, which asserts a claim under CUTPA, should be stricken because the subject matter of the plaintiff's allegations is not within the scope of the trade or commerce of the defendant and implicates solely an intra-corporate dispute concerning an alleged breach of contract that is not actionable under CUTPA. The defendant has submitted a memorandum of law in support of its motion, and the plaintiff has filed its memorandum of law in opposition.
Standard for Motion to Strike
A motion to strike contests ". . . the legal sufficiency of the allegations of any complaint . . . to state a claim upon which relief can be granted." (Internal quotation marks omitted.) Fort Trumbull Conservancy, LLC v. Alves, 262 Conn. 480, 498, 815 A.2d 1188 (2003). In ruling on a motion to strike, "[t]he role of the trial court [is] to examine the [complaint], construed in favor of the [plaintiff], to determine whether the [plaintiff has] stated a legally sufficient cause of action." (Internal quotation marks omitted.) Dodd v. Middlesex Mutual Assurance Co., 242 Conn. 375, 378, 698 A.2d 859 (1997). In addition "the court is limited to the facts alleged in the complaint." (Internal quotation marks omitted.) Faulkner v. United Technologies Corp., 240 Conn. 576, 580, 693 A.2d 293 (1997). Although a motion to strike "admits all facts well pleaded; it does not admit legal conclusions or the truth or accuracy of opinions stated in the pleadings." (Emphasis in original; internal quotation marks omitted.) Id., 588. It is clear that "[i]f any facts provable under the express and implied allegations in the plaintiff's complaint support a cause of action . . . the complaint is not vulnerable to a motion to strike." Bouchard v. People's Bank, 219 Conn. 465, 471, 594 A.2d 1 (1991).
Count Three — Fraudulent Misrepresentation
With respect to count three, the defendant contends that the plaintiff's claim for fraudulent misrepresentation must fail because it is based on vague representations and that the inducement alleged was simply a promise that a party would abide by its contractual commitments. Specifically, the defendant argues that to constitute a basis for the claim of fraud, the general rule is that a misrepresentation must relate to an existing or past fact, or if related to a promise to do an act in the future, it must be coupled with a present intent not to fulfill the promise. In this case, the defendant argues that the plaintiff has not alleged facts to support the contention that the defendant had "no intention of honoring the March 9, 2007 agreement." In response the plaintiff simply asserts that paragraphs 11 through 14, as well as paragraph 19, of count three sufficiently allege the elements for fraudulent misrepresentation.
As stated by our Supreme Court "[f]raud involves deception practiced in order to induce another to act to her detriment, and which causes that detrimental action . . . The four essential elements of fraud are (1) that a false representation of fact was made; (2) that the party making the representation knew it to be false; (3) that the representation was made to induce action by the other party; and (4) that the other party did so act to her detriment . . . Because specific acts must be pleaded, the mere allegation that a fraud has been perpetrated is insufficient." (Internal quotation marks omitted.) Whitaker v. Taylor, 99 Conn.App. 719, 729-30, 916 A.2d 834 (2007).
As the Supreme Court stated in Paiva v. Vanech Heights Construction Co., 159 Conn. 512, 515, 271 A.2d 69 (1970) "[a]lthough the general rule is that a misrepresentation must relate to an existing or past fact, there are exceptions to this rule, one of which is that a promise to do an act in the future, when coupled with a present intent not to fulfill the promise, is a false representation. [A] man's intention in doing an act is a fact admissible in any action which it helps to explain; to be proved by his words or inferred from his conduct." (Emphasis added.) Sallies v. Johnson, 85 Conn. 77, 80, 81 A. 974 (1911); see also Garrigus v. Viarengo, 112 Conn.App. 655, 665, 963 A.2d 1065 (2009) ("Although `[t]he party alleging fraud bears the burden of proving it with clear, precise, and unequivocal evidence . . . The evidence can be direct or circumstantial.'") "When applied to the representations of one inducing an act to another's injury, it implies a purpose to deceive." Sallies v. Johnson, supra, 85 Conn. 82.
The plaintiff in the present case has alleged that the defendant, through its CEO, Charles Hinckley, "assured and represented to the plaintiff that the plaintiff's concerns about the earlier agreement being summarily terminated without receiving appropriate compensation were no longer an issue because the plaintiff was covered under the March 9, 2007 agreement, which included terms to compensate the plaintiff if the defendant Noble terminated the March 9, 2007 agreement before March 9, 2010." The essence of these allegations is that the defendant assured the plaintiff that it would uphold those terms of the agreement in the future as required by the contract. Such an allegation concerns a promise to act in the future, not a statement relating to a past or existing fact, therefore in order to sufficiently state a cause of action based on fraudulent misrepresentation, this promise to act in the future must be accompanied by an allegation that at the time of making the promise, the promisor has no intention of actually fulfilling it. To this end the plaintiff has alleged in paragraphs thirteen and fourteen of the third count of his complaint that Hinckley's "assurances and representations to the plaintiff were false and known by the defendant Noble to be false in that the defendant Noble had no intention of honoring the March 9, 2007 agreement with the plaintiff, including the terms to compensate the plaintiff if the defendant Noble summarily terminated the March 9, 2007 agreement before March 9, 2010" and that Hinckley's `false assurances and representations to the plaintiff were made to induce the plaintiff to continue working as an independent contractor for the defendant Noble until the plaintiff completed certain deals benefitting the defendant Noble."
The issue of whether a plaintiff has sufficiently alleged that the defendant had a present intent not to fulfill a promise arose in Sallies v. Johnson, supra, 85 Conn. 81. In Sallies, the plaintiff's complaint set forth a factual scenario where the defendant, in an attempt to sell his barbershop business to the plaintiff, "falsely and fraudulently represented to the plaintiff, with the intent to deceive him, that the said [defendant] was about to and would abandon the barber business in the city of New Haven, and would no longer transact said business within the limits of said city . . ." Id., 78. On appeal, the defendant argued that the intention at the time the promises are made must be specifically and directly, and not inferentially, alleged. Id., 79. However, our Supreme Court held the plaintiff's allegations to be legally sufficient, and that "[a]n allegation of a present intention to deceive is an essential allegation in an action of deceit based upon an unfulfilled promise to a do a future act. But it is not indispensable that this be made by direct allegation of an intention to deceive, — no mere form of words is necessary — it is sufficient if from the facts stated in their ordinary acceptation such intent may be reasonably implied or inferred." (Emphasis added.) Id., 81; see also Whitaker v. Taylor, supra, 99 Conn.App. 731 ("The plaintiff's allegations in support of her fraud count consist of little more than a recitation of the facts establishing the fraud with the necessary boilerplate characterizations that the representations by [the defendants] were known by them to be false and were made with the purpose of inducing the plaintiff to make the loan. Nevertheless . . . we conclude that the allegations are sufficient to establish liability for the purpose of awarding punitive damages for fraud.")
In the present case the plaintiff has alleged that the defendant assured him that there was no cause for concern regarding the defendant's early termination of the contract in order to induce the plaintiff to continue working for the defendant. Thus, by alleging the misrepresentations that were made, that they were false, and made with the intention of inducing the plaintiff to act to his detriment, the plaintiff has sufficiently alleged conduct from which an inference that the defendant had the present intention not to fulfill his promise to uphold certain terms of the March 9, 2007 agreement can be made.
While the defendant argues in its memorandum that "because the standard of proof [for a claim of fraud] at trial is heightened, so too is the standard for pleading a cause of action," the conclusion that there is a higher standard for pleading a cause of action sounding in fraud has not been reached by our appellate courts. The plaintiff does not have to allege any additional facts further specifying the defendant's present intention not to fulfill the promises made to the plaintiff. As discussed above, appellate court cases only require allegations that the statements made were known to be false and said with the intention to induce a particular action in order for a present intention not to fulfill a promise to act in the future to be inferred. The plaintiff in the present case has sufficiently alleged this. Accordingly, the defendant's motion to strike count three should be denied.
Count Four — Negligent Misrepresentation
The defendant argues that the plaintiff's claim for negligent misrepresentation should be stricken because it merely alleges a promise or assurance concerning a future course of action, which was later broken, and that the plaintiff has failed to allege specific facts that support his claim that the defendant "did not mean what was allegedly said" at the time those assurances were made, or that such assurances were recklessly made. The plaintiff counters with the argument that recklessness is not a necessary element in a cause of action for negligent misrepresentation.
Our Supreme Court has noted that "`[t]raditionally, an action for negligent misrepresentation requires the plaintiff to establish (1) that the defendant made a misrepresentation of fact (2) that the defendant knew or should have known was false, and (3) that the plaintiff reasonably relied on the misrepresentation, and (4) suffered pecuniary harm as a result.' Nazami v. Patrons Mutual Ins. Co., 280 Conn. 619, 626, 910 A.2d 209 (2006). `Whether evidence supports a claim of . . . negligent misrepresentation is a question of fact.'" Centimark Corp. v. Village Manor Associates Ltd. Partnership, 113 Conn.App. 509, 518, 967 A.2d 550 (2009). Therefore, the requisite state of mind in pleading negligent misrepresentation is that the defendant knew or should have known that the misrepresentations were false.
Connecticut courts have "long recognized liability for negligent misrepresentation. [They] have held that even an innocent misrepresentation of fact `may be actionable if the declarant has the means of knowing, ought to know, or has the duty of knowing the truth.' . . . The governing principles are set forth in similar terms in § 552 of the Restatement Second of Torts (1979): `One who, in the course of his business, profession or employment . . . supplies false information for the guidance of others in their business transactions, is subject to liability for pecuniary loss caused to them by their justifiable reliance upon the information, if he fails to exercise reasonable care or competence in obtaining or communicating the information.'" (Citations omitted.) D'Ulisse-Cupo v. Board of Directors of Notre Dame High School, 202 Conn. 206, 217-18, 520 A.2d 217 (1987).
Furthermore, in D'Ulisse-Cupo, the Supreme Court explained the requisite state of mind for a claim of negligent misrepresentation: "Although numerous courts have quoted directly from the Restatement Second in describing the elements of an action for negligent misrepresentation, we have discovered no cases, nor have the defendants furnished any, in which a court has struck a claim for negligent misrepresentation merely because the complaint lacked [the allegation that the defendants failed to exercise reasonable care or competence in obtaining or communicating the information.]" D'Ulisse-Cupo v. Board of Directors of Notre Dame High School, supra, 202 Conn. 219. Moreover, "under the rules of practice governing pleading, a party may plead legal effect as long as the pleading `fairly [apprises] the adverse party of the state of facts which it is intended to prove.'" Id., 220.
In the present case, the plaintiff's allegation that "the defendant Noble knew or should have known that Charles C. Hinckley's assurances and representations to the plaintiff were false in that the defendant Noble had no intention of honoring the . . . [contract] terms to compensate the plaintiff if the defendant Noble summarily terminated the March 9, 2007 agreement before March 9, 2010," necessarily implies that the defendant did not exercise reasonable care or competence in communicating with the plaintiff. See D'Ulisse-Cupo v. Board of Directors of Notre Dame High School, supra, 202 Conn. 220 ("[T]he plaintiff's allegation that `the defendants negligently misrepresented the facts to the plaintiff, necessarily implied that the defendants did not exercise reasonable care or competence in communicating with the plaintiff about her prospects for reemployment."); Yacht Centers LLC v. Harbor Plaza Assoc., Superior Court, judicial district of Stamford-Norwalk at Stamford, Docket No. CV 95 0143912 (March 28, 1996, Ryan, J.); Ginsburg v. Krass Jacobson, Superior Court, judicial district of New Britain, Docket No. CV 94 05 37724 (April 27, 1995, Hale, JTR).
As such, the defendants argument that the plaintiff must provide more specific allegations than already put forth in the complaint which would show that the defendant "did not mean what was allegedly said at the time it was allegedly said" or that such "assurances were recklessly made," appears to misconstrue the plaintiff's claim of negligent misrepresentation as a claim for reckless or intentional misrepresentation. In this case the plaintiff has alleged that the defendant, Noble, "knew or should have known that Charles C. Hinckley's assurances and representations to the plaintiff were false," which is an allegation of negligence. While "[a] claim of reckless or intentional misrepresentation requires the same elements as negligent misrepresentation," the intent to defraud need only be proven in a claim for reckless or intentional misrepresentation. See Steinmann v. Boyle, Superior Court, judicial district of New Haven, Docket No. CV 06 007557 (January 6, 2009, Keegan, J.); Centimark Corp. v. Village Manor Associates Ltd. Partnership, supra, 113 Conn.App. 518. Therefore, the defendant's argument is inapplicable to the plaintiff's claim in count four, and the defendant's motion to strike in this regard should be denied.
Count Five — Breach of Implied Covenant of Good Faith and Fair Dealing
The defendant suggests that the plaintiff's cause of action for a breach of implied covenant of good faith and fair dealing should be stricken because the claim rests on the conclusory allegation of fraud and that because the claim for fraud must be stricken, the only remaining allegation in support of the breach of implied covenant of good faith and fair dealing is that the defendant did not honor its contractual obligation to pay the plaintiff, which the defendant argues is insufficient. This argument fails, however, because, as already discussed above, the plaintiff's claim for fraud survives the motion to strike.
In addition, the defendant asserts that regardless of whether the claim for fraud fails, the plaintiff's claim relates to actions that predate the formation of the contract instead of the performance of the contract and that no claim for the breach of the duty of good faith and fair dealing exists for conduct occurring prior to, or during the formation of, a contract. The plaintiff counters that the requisite element of bad faith was sufficiently alleged in paragraph sixteen of the fifth count, which states that "the defendant Noble's actions were made in bad faith and reckless indifference," and that subparagraphs (a) through (c) specify the actions that constitute bad faith. Also, the plaintiff contends that the allegations concern the defendant's failure to give the plaintiff the agreed upon thirty-day notice and its failure to pay the plaintiff money owed to him under the agreement, which occurred after the formation of the agreement, thereby making the defendant's argument, that the facts alleged concern actions that predate the formation of the contract itself; incorrect.
The duty of good faith and fair dealing "implicit in every contract requires that neither party [will] do anything that will injure the right of the other to receive the benefits of the agreement . . . Essentially it is a rule of construction designed to fulfill the reasonable expectations of the contracting parties as they presumably intended . . . Bad faith means more than mere negligence; it involves a dishonest purpose . . . 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." (Citations omitted; internal quotation marks omitted.) Cadle Co. v. Ginsberg, 70 Conn.App. 748, 768, 802 A.2d 137, cert. denied, 262 Conn. 905, 810 A.2d 271 (2002).
The covenant of good faith and fair dealing presupposes that the terms and purpose of the contract are agreed upon by the parties and that what is in dispute is a party's discretionary application or interpretation of a contract term.
Conduct occurring prior to or during the formation of a contract is not covered by the common law duty of good faith and fair dealing. In the case of Macomber v. Travelers Property Casualty Corp., 261 Conn. 620, 804 A.2d 180 (2002)], the plaintiffs repeatedly alleged that the defendants made material misrepresentations and omissions of fact regarding the structured settlements that induced them to enter into the agreements at issue. Because the challenged conduct . . . thus took place at the negotiation and execution stage, rather than at the performance stage of their contracts, the defendants owed the plaintiffs no duty of good faith and fair dealing." (Emphasis in original; internal quotation marks omitted.) Macomber v. Travelers Property Casualty Corp., supra, CT Page 14799 261 Conn. 638.
In the present case the plaintiff included the following allegations in his claim for breach of the implied covenant of good faith and fair dealing:
"(a) The defendant Noble lied to the plaintiff by making false assurances and representations to the plaintiff concerning the terms to compensate the plaintiff if the defendant Noble summarily terminated the March 9, 2007 agreement before March 9, 2010, which assurances and representations were known to be false and the defendant Noble had no intention of honoring, in order to keep the plaintiff working as an independent contractor for the defendant Noble and complete certain deals benefitting the defendant Noble."
"(b) The defendant Noble misled and deceived the plaintiff by making false assurances and representations to the plaintiff concerning the terms to compensate the plaintiff if the defendant Noble summarily terminated the March 9, 2007 agreement before March 9, 2010, which assurances and representations were known to be false and the defendant Noble had no intention of honoring, in order to keep the plaintiff working as an independent contractor for the defendant Noble and complete certain deals benefitting the defendant Noble."
The allegations that the defendant made false assurances and representations to the plaintiff concerning the terms to compensate the plaintiff in order to keep the plaintiff working for the defendant, are general and vague, and therefore it is unclear when the challenged conduct took place. It is also unclear as to what assurances "concerning" the contract terms were made. Construing the complaint in the most favorable light to the pleader, as this court must, it appears that the plaintiff is alleging misconduct that occurred during the performance stage of the contract. It is duly noted, though, that the court is restricted to considering only the paragraphs in count five and cannot import the more specific allegations provided elsewhere in the complaint, which might lead this court to a different ruling. Accordingly, the defendant's motion to strike count five should be denied.
Count Six — Connecticut Unfair Trade Practices Act
As to the plaintiff's claim under CUTPA, the defendant posits that a CUTPA claim must allege that the conduct occurred within the trade or commerce of the defendant and was not merely incidental to the primary trade or commerce of the defendants. The defendant's position is that the plaintiff's allegations are insufficient because they relate only to the false assurances and deception the defendant allegedly committed regarding an existing employment contract and the defendants alleged failure to pay money due under the contract, thereby involving solely intra-corporate activities. The plaintiff responds that paragraph six of each count of the complaint alleges an independent contracting relationship between the plaintiff and defendant, and that although this may not be within the scope of the defendants primary business, it is incidental to the defendant's primary business. The plaintiff also suggests that an activity which is merely incidental to the defendant's primary business is actionable under CUTPA.
"CUTPA, by its own terms, applies to a broad spectrum of commercial activity. The operative provision of the act, § 42-110b(a), states merely that `[n]o person shall engage in unfair methods of competition and unfair or deceptive acts or practices in the conduct of any trade or commerce.' Trade or commerce, in turn, is broadly defined as `the advertising, the sale or rent or lease, the offering for sale or rent or lease, or the distribution of any services and any property, tangible or intangible, real, personal or mixed, and any other article, commodity, or thing of value in this state.' General Statutes § 42-110a(4). The entire act is remedial in character; General Statutes § 42-110b(d); Hinchliffe v. American Motors Corp., 184 Conn. 607, 615 n. 4, 440 A.2d 810 (1981); and must `be liberally construed in favor of those whom the legislature intended to benefit.'" Larsen Chelsey Realty Co. v. Larsen, 232 Conn. 480, 492, 656 A.2d 1009 (1995).
In Larsen Chelsey Realty Co., our Supreme Court held that the trial court's analysis in determining whether the defendant had engaged in "trade or commerce" for purposes of a CUTPA violation was incorrect because it failed to consider the defendant's activities, rather than his relationship to the plaintiff, as a basis for a CUTPA violation. Larsen Chelsey Realty Co. v. Larsen, supra, 232 Conn. 492. Moreover, the Supreme Court explained that "`CUTPA is not limited to conduct involving consumer injury' and that `a competitor or other business person can maintain a CUTPA cause of action without showing consumer injury.'" Id., 496. In reaching this conclusion the Supreme Court noted that "[a]ccording to Representative Howard A. Newman, who reported the CUTPA legislation out of committee to the House of Representatives, the act `gives honest businessmen great protection [against] deceptive or unscrupulous [businessmen] who by unfair methods of competition and deceptive advertising, etc., unlawfully divert trade away from law abiding businessmen.'" Id., 497. Therefore, while there may be disagreement as to whether these alleged CUTPA violations take place in the context of an employer-employee or independent contractor relationship, the primary focus of this court's analysis must be on whether, in the activities alleged, the defendant was acting as a competitor and took actions that harmed the plaintiff. See id., 493-94.
Our Supreme Court noted in Larsen: "Unlike the situation in Quimby, this case presents a fact pattern that involves a potentially viable cause of action under CUTPA because Larsen's allegedly tortious conduct was outside the scope of his employment relationship with the plaintiff. The plaintiff contends, in short, that Larsen accepted a job with a competing real estate broker and then, acting as a competitor, took actions that harmed the plaintiff." Larsen Chelsey Realty Co. v. Larsen, supra, 232 Conn. 493-94. In addition the court found that both parties were competitors, companies in the business of selling and leasing real estate to the public, and that the alleged activities of the defendant implicated the services of both the defendant and the plaintiff as real estate brokers in the New Haven area and "thus implicated trade or commerce under CUTPA." Id., 494. In addition, "[t]he Connecticut Supreme Court has held that `purely intracorporate conflicts do not constitute CUTPA violations.' Ostrowski v. Avery, 243 Conn. 355, 379, 703 A.2d 117, 129 (Conn. 1997). The only exception is that `actions outside the scope of the employment relationship designed to usurp the business and clientele of one corporation in favor of another' may fall under CUTPA. Id. (quoting Fink v. Golenbock, 238 Conn. 183, 212, 680 A.2d 1243, 1259 (1996))." NatTel, LLC v. SAC Capital Advisors, United States District Court, Docket No. 3:04cv1061 (JBA) (D.Conn. September 16, 2005).
In the present case the plaintiff has alleged that he was an independent contractor of the defendant, however, he has not alleged any activity on the part of the defendant that would take this action out of the realm of the employment context and into the realm of anti-competitive behavior covered by CUTPA. Therefore the plaintiff's CUTPA claim must be stricken on this ground.
The plaintiff's CUTPA claim also must be stricken because it does not allege misconduct in the defendant's primary trade or commerce. As the Appellate Court has stated "a CUTPA violation may not be alleged for activities that are incidental to an entity's primary trade or commerce." McCann Real Equities Series XXII, LLC v. David McDermott Chevrolet, Inc., 93 Conn.App. 486, 523, 890 A.2d 140, cert. denied, 277 Conn. 928, 895 A.2d 798 (2006). The activity alleged to be in violation of CUTPA in McCann was the defendant's failure to disclose letters it received from the department of environmental protection which warned that the property the defendant sold to the plaintiff was contaminated. Id., 519-23. The court determined that CUTPA was not implicated because the sale of the property was merely incidental to the defendant's business of selling and servicing automobiles. Similarly, the alleged misconduct in the present case relates to the employment activities of the defendant which are incidental to its primary trade of designing and building windparks, especially in this case where the plaintiff has not alleged that the defendant's conduct constituted any anti-competitive behavior related to that trade. In paragraph sixteen of count six the plaintiff alleges that the defendant lied, misled and deceived the plaintiff concerning the terms of their contract in order to keep the plaintiff working as an independent contractor. None of these purported wrongs relate to the defendant's trade of building or designing windparks. Accordingly, the motion to strike count six should be granted.
Conclusion
For the foregoing reasons, the parts of the defendant's motion to strike addressed to count three, sounding in fraudulent misrepresentation, count four, sounding in negligent misrepresentation, and count five, sounding in breach of the implied covenant of good faith and fair dealing are denied.
The motion to strike addressed to count six, sounding in a violation of the Connecticut Unfair Trade Practices Act, is granted.