Opinion
X03HHDCV166067644S
10-18-2017
Grey Mountain Partners, LLC v. Insurity, Inc. et al
UNPUBLISHED OPINION
MEMORANDUM OF DECISION RE DEFENDANT GENSTAR CAPITAL, LLC'S MOTION FOR SUMMARY JUDGMENT (#135.00)
Ingrid L. Moll, Judge, Superior Court.
Before the court is defendant Genstar Capital, LLC's (Genstar) motion for summary judgment (motion) directed to count four (tortious interference) and count five (violation of the Connecticut Unfair Trade Practices Act) of plaintiffs Grey Mountain Partners, LLC (Grey Mountain) and GMP Holdings II, LLC's (GMP Holdings) complaint dated April 11, 2016. (#135.00.) Having considered the parties' submissions and the arguments of counsel, the court grants the motion.
I
BACKGROUND
The plaintiffs are Grey Mountain and GMP Holdings, both Delaware limited liability companies. Grey Mountain is a private equity firm that invests in middle market companies. Defendant Insurity, a Delaware corporation with a principal place of business in Hartford, provides policy administration, claims, billings, and analytics to insurance companies in the property and casualty insurance industry. Defendant Genstar, a Delaware limited liability company, is a private equity firm with a principal place of business in San Francisco, California. Insurity and Genstar are collectively referred to as " the defendants."
In November 2011, Genstar acquired Insurity as a portfolio company, with an eye toward growing Insurity's revenue and selling Insurity at a substantial profit. In that connection, the defendants entered into negotiations with Grey Mountain for Insurity to acquire a small competitor, AQS, Inc. (AQS), an insurance software firm, which was owned by the plaintiffs.
On or about March 1, 2013, Insurity, Huyshope Acquisition Corp., AQS Holdings, Inc., GMP Holdings, and Grey Mountain, entered into the " Agreement and Plan of Merger" (Merger Agreement), pursuant to which Insurity acquired AQS for a certain amount of cash at closing and a subordinated promissory note payable by Insurity to Grey Mountain (Buyer Note). Genstar is not a party to the Merger Agreement. The Buyer Note was in the original principal amount of $5 million, bearing interest at the simple rate of eight percent per annum, compounded annually. The parties negotiated a post-closing adjustment that reduced the outstanding principal balance under the Buyer Note to approximately $4,550,000.
The Merger Agreement includes, among other things, a series of representations and warranties by AQS regarding its 2012 financial condition and projections for its 2013 and 2014 financial performance. The Merger Agreement provides that, in the event of an AQS breach of any representation or warranty, Insurity is to be held harmless and indemnified by GMP Holdings. The Buyer Note provides that, subject to earlier prepayment, acceleration, or cancellation, the Buyer Note matures upon the earlier of the fifth anniversary of the closing (i.e., March 1, 2018), or a change in control of Insurity, grossly defined as Genstar's sale of 50% or more of Insurity's stock or substantially all of Insurity's assets to another entity, at which time all principal then outstanding together with accrued and unpaid interest thereon becomes due and payable.
Section 6.2 of the Merger Agreement provides: " Prior to repayment in full of the Buyer Note . . . [Insurity] agrees (on behalf of itself and its parent company) not to pay any dividends or make any other distributions with respect to its capital stock other than on an intercompany basis, or redeem or repurchase any shares of its capital stock except for repurchases of shares from employees or directors to the extent permitted by [Insurity's] credit agreement, and [Insurity] and the parent company of [Insurity] shall not make payments on any indebtedness to its shareholders or to any Affiliate of its shareholders or to any holder of debt of [Insurity] or [Insurity's] parent that has expressly been made subordinate to the Buyer Note."
Section 9.7 of the Merger Agreement provides: " Right of Setoff . Upon notice to [Grey Mountain] specifying in reasonable detail the basis therefore, [Insurity] may set off any amount to which it claims to be entitled to indemnification against amounts otherwise payable under the Buyer Note or any provision of this Agreement. The exercise of such right of setoff by [Insurity] in good faith, whether or not ultimately determined to be justified, will not constitute a default under this Agreement or the Buyer Note, regardless of whether any Securityholder disputes such setoff claim, or whether such setoff claim is for a contingent or an unliquidated amount. Neither the exercise of, nor the failure to exercise, such right of setoff or give notice of the claim under the Escrow Agreement will constitute an election of remedies or limit [Insurity] in any matter in the enforcement of any other remedies that may be available to it under this Agreement." Relatedly, § 3.3 of the Buyer Note provides that " no failure by [Insurity] to make payment under this Note shall constitute a default or Event of Default to the extent that [Insurity] has exercised in good faith the offset rights provided . . ."
After Insurity acquired AQS in March 2013, Genstar began marketing Insurity for sale. Meanwhile, Insurity claimed it learned that AQS had breached its warranties and made misrepresentations regarding its financial condition and projections in the Merger Agreement. By July 2013, Insurity decided to pursue a legal remedy against Grey Mountain. On or about December 17, 2013, Insurity, through its chief executive officer, Jeffrey Glazer, asserted claims for indemnification and set-off against GMP Holdings of all sums then due under the Buyer Note (Claim Notice). Generally speaking, the Claim Notice alleges that AQS was worth substantially less than the price that Insurity paid for it and challenges the following aspects of the Merger Agreement: (1) projections of AQS's 2013 revenue; (2) representations regarding AQS's 2012 revenue; and (3) representations regarding AQS's relationships with certain of its customers, namely, Philadelphia Insurance Company, Companion Insurance Company, and GuideOne. The Claim Notice makes other assertions of wrongdoing as well. All told, Insurity asserted a claim for indemnification in an amount over $12,600,000, and thereby set off the full remaining balance of the Buyer Note. The Claim Notice was drafted by Insurity's general counsel, Michael Hammond, and was based on information largely provided by Glazer and Insurity's chief financial officer, Richard Sorensen. Prior to its issuance, a draft of the Claim Notice was sent to Genstar's president, Ryan Clark, who approved it.
Glazer could not recall whether Clark reviewed or approved the Claim Notice.
A few months after Insurity issued the Claim Notice, Genstar sold a majority interest in Insurity to TA Associates, triggering a " change in control" under the Buyer Note, such that all outstanding principal and accrued interest became due and payable upon the sale. Plaintiffs allege that the defendants have refused to pay the sums the plaintiffs claim are due under the Buyer Note. Plaintiffs further allege that " the substance of the allegations in the Claim Notice were nothing more than a cobbled together string of falsehoods designed to improperly justify the Defendants' purported set-off of the sums due under the Buyer Note prior to the sale of Insurity." Additional facts will be provided as necessary.
On April 22, 2016, the plaintiffs filed their complaint, in six counts as follows: (1) count one--breach of contract (against Insurity); (2) count two--anticipatory breach of contract (against Insurity); (3) count three--breach of the duty of good faith and fair dealing (against Insurity); (4) count four--tortious interference (against Genstar); (5) count five--violation of the Connecticut Unfair Trade Practices Act, General Statutes § 42-110a et seq. (CUTPA) (against both defendants); and (6) count six--declaratory judgment (against Insurity). On June 30, 2016, Insurity filed its answer, special defenses, and counterclaim against the plaintiffs, in five counts: (1) count one--breach of contract/contractual indemnity; (2) count two--fraudulent inducement; (3) count three--breach of implied covenant of good faith and fair dealing; (4) count four--unjust enrichment; and (5) count five--violation of CUTPA. On June 30, 2016, Genstar filed its answer and special defenses. On August 1, 2016, plaintiffs filed their answer and special defenses to Insurity's counterclaim.
On August 1, 2017, Genstar filed its motion, a supporting memorandum of law, and an accompanying affidavit of Mark Cianci with exhibits thereto. On September 1, 2017, the plaintiffs filed their omnibus memorandum in opposition and an accompanying affidavit of Carlene Mercier with exhibits thereto. On September 15, 2017, Genstar filed its reply memorandum. (#159.00.) The court heard oral argument on September 18, 2017.
II
STANDARD OF REVIEW
" The motion for summary judgment is designed to eliminate the delay and expense of litigating an issue when there is no real issue to be tried." Wilson v. New Haven, 213 Conn. 277, 279, 567 A.2d 829 (1989). Practice Book § 17-49 provides that summary judgment " shall be rendered forthwith if the pleadings, affidavits and any other proof submitted show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." " In deciding a motion for summary judgment, the trial court must view the evidence in the light most favorable to the nonmoving party . . . The party seeking summary judgment has the burden of showing the absence of any genuine issue of material facts which, under applicable principles of substantive law, entitle him to a judgment as a matter of law . . . and the party opposing such a motion must provide an evidentiary foundation to demonstrate the existence of a genuine issue of material fact." (Internal quotation marks omitted.) Liberty Mutual Ins. Co. v. Lone Star Industries, Inc., 290 Conn. 767, 787, 967 A.2d 1 (2009).
" It is not enough, however, for the opposing party merely to assert the existence of such a disputed issue. Mere assertions of fact . . . are insufficient to establish the existence of a material fact and, therefore, cannot refute evidence properly presented to the court in support of a motion for summary judgment." (Internal quotation marks omitted.) Home Ins. Co. v. Aetna Life & Casualty Co., 235 Conn. 185, 202, 663 A.2d 1001 (1995). " A party may not . . . rely on mere speculation or conjecture as to the true nature of the facts to overcome a motion for summary judgment." (Internal quotation marks omitted.) Buell Industries, Inc. v. Greater New York Mutual Ins. Co., 259 Conn. 527, 558, 791 A.2d 489 (2002). " A party opposing a motion for summary judgment must provide an evidentiary foundation to demonstrate the existence of a genuine issue of material fact." (Emphasis in original.) Barlow v. Palmer, 96 Conn.App. 88, 92, 898 A.2d 835 (2006). " [O]nly evidence that would be admissible at trial may be used to support or oppose a motion for summary judgment." (Internal quotation marks omitted.) Taylor v. Barberino, 136 Conn.App. 283, 289, 44 A.3d 875 (2012). " The existence of the genuine issue of material fact must be demonstrated by counteraffidavits and concrete evidence . . . A material issue of fact is one that will affect the outcome of the case . . ." (Citations omitted.) 2830 Whitney Avenue Corp. v. Heritage Canal Development Associates, Inc., 33 Conn.App. 563, 567, 636 A.2d 1377 (1994).
III
DISCUSSION
A
Count Four--Tortious Interference
Genstar first moves for summary judgment with respect to plaintiffs' tortious interference claim, set forth in count four of the complaint. Genstar claims that it is entitled to judgment as a matter of law because, as Insurity's then-controlling shareholder, it cannot be held liable for tortiously interfering with Insurity's contract absent satisfaction of either the improper motive or improper means exceptions discussed below. Plaintiffs claim that either or both of the exceptions is satisfied. The court agrees with Genstar.
" Our Supreme Court has long recognized a cause of action for tortious interference with contract rights . . . The essential elements of such a claim include, of course, the existence of a contractual or beneficial relationship and that the defendant(s), knowing of that relationship, intentionally sought to interfere with it; and, as a result, the plaintiff claimed to have suffered actual loss . . . For a plaintiff successfully to prosecute such an action it must prove that the defendant's conduct was in fact tortious. This element may be satisfied by proof that the defendant was guilty of fraud, misrepresentation, intimidation or molestation . . . or that the defendant acted maliciously . . ." (Citation omitted; internal quotation marks omitted.) Rossman v. Morasco, 115 Conn.App. 234, 244, 974 A.2d 1 (2009).
Although our state appellate courts have not squarely addressed the circumstances under which a parent corporation may be held liable for tortiously interfering with a subsidiary's contract, the United States Court of Appeals for the Second Circuit distilled the general rule applied by our lower courts, as follows: " [G]enerally, there can be no tortious interference of contract by someone who is directly or indirectly a party to the contract." Boulevard Associates v. Sovereign Hotels, Inc., 72 F.3d 1029, 1035 (2d Cir. 1995) (applying Connecticut law); id. at 1036 (" Because there is a significant unity of interest between a corporation and its sole shareholder--indeed, an even greater unity than that which exists between a corporation and its agents or officers--we do not believe that such a shareholder can be considered a third party capable of 'interfering' with its own company's contracts"); see also Baum v. United Cable Television Corp. of Eastern Connecticut, No. CV90-0044673S, 1992 WL 175119, at *4 (Conn.Super. July 16, 1992) (" United, as a majority shareholder in Eastern, is at least an indirect party to the contract and therefore no cause of action can be sustained against it for tortious interference of contract when the contract in question is between Eastern and the plaintiff").
In Boulevard Associates v. Sovereign Hotels, Inc., 72 F.3d at 1036, the Second Circuit applied this general rule and held that the defendant parent corporation (Daka International) could not be held liable for tortiously interfering with the contract between its subsidiary (Sovereign) and the plaintiff, the other contracting party (Boulevard). The Court reached such conclusion even though the parent had directed its subsidiary to breach its agreement with the plaintiff. Id. at 1035 (" We do not doubt that the management of Daka International directed Sovereign to stop paying rent, and thereby to breach its lease with Boulevard"). The Court was careful to explain:
We do not hold that a sole shareholder is privileged to employ any means, no matter how improper, to induce a breach of a contract involving its own company. Most states affording a privilege to sole shareholders have recognized that certain behavior may be sufficiently egregious to cross the line and become tortious. For example, one might imagine a sole shareholder who orders the president of his or her company, at gunpoint, to breach a contract with a third party. Or one might imagine a sole shareholder who, using fraudulent misrepresentations, deceives a third party into breaching its contract with the shareholder's own company . . . Accordingly, only a limited and qualified privilege to sole shareholders comports with the general rule under Connecticut law that actions involving " fraud, misrepresentation, intimidation or molestation" or " malic[e]" may give rise to a claim of tortious interference with contract, Kecko Piping Co. v. Town of Monroe, 172 Conn. 197, 201, 374 A.2d 179, 182 (1977) (citations omitted), and that to make out such a claim the plaintiff must prove " some improper motive or improper means, " Blake v. Levy, 191 Conn. 257, 262, 464 A.2d 52, 55 (1983).(Alteration in original; citation omitted; emphasis in original.) Boulevard Associates, 72 F.3d at 1037. To summarize, the Court recognized two exceptions that permit a plaintiff to prevail on a tortious interference claim against a parent corporation for a subsidiary's breach of contract. The exceptions are where the parent corporation: (1) has an improper motive; or (2) employs improper means to induce its subsidiary to breach a contract. Id.
In the present case, the plaintiffs do not challenge the articulation of the general rule stated above, and it is undisputed that, at all relevant times leading up to and including Insurity's issuance of the Claim Notice, Genstar was Insurity's controlling shareholder. Accordingly, unless one of the exceptions applies, the general rule serves to bar plaintiffs' tortious interference claim against Genstar. Plaintiffs contend that there is a genuine issue of material fact to support the applicability of either or both of the exceptions. The court addresses the exceptions in turn.
With regard to the first exception--improper motive--the Second Circuit made clear that " a [parent company's] desire to protect the financial interests of its consolidated corporate group" is insufficient to satisfy the exception. Id. at 1038. With regard to the second exception--improper means--tortious conduct may include the use of " fraud, misrepresentation, intimidation or molestation." (Internal quotation marks omitted.) Boulevard Associates, 72 F.3d at 1037. Considering the applicability of this exception, in Boulevard Associates, the Second Circuit opined that " Daka International's [the parent company's] actions had to intimidate Sovereign [its subsidiary] rather than Boulevard [the contracting party alleging breach]. And there is no evidence whatever that Daka International intimidated Sovereign into breaching the agreement. Daka International simply directed its subsidiary, as it could do through the appropriate channels of corporate command, to stop paying the rent." (Emphasis in original.) Id. at 1037; see also id. at 1038 (informing plaintiff of future default on rent payments if parties did not amend deal was neither improper nor unseemly). Applying the foregoing principles, the Second Circuit held that " Daka International committed no tort when it directed its wholly-owned subsidiary, Sovereign, to stop paying rent under its unprofitable lease with Boulevard." Id.
The Second Court in Boulevard Associates further stated that it did not have occasion to opine on a motive based purely on self-interest where that self-interest is divergent from its subsidiary's interests. Boulevard Associates, 72 F.3d at 1038.
Here, plaintiffs claim that Genstar was " an active participant in the deal negotiation itself [and] was fully aware of and approved making the false, misleading and otherwise deceptive allegations contained in the Claim Notice." (Plfs.' Omnibus Mem. at 25.) Yet, plaintiffs have not pointed to any evidence that creates a genuine issue of material fact with regard to any affirmative acts taken by Genstar to tortiously interfere with the Merger Agreement and/or Buyer Note. Although the complaint alleges that " the defendants" issued the Claim Notice, the evidence submitted in connection with the motion demonstrates that Insurity issued the Claim Notice. Evidence of Genstar's awareness and/or approval of actions taken by Insurity--namely, the allegedly false or misleading allegations in the Claim Notice--is insufficient to satisfy the improper means exception. There has simply been no showing of any conduct on the part of Genstar in the nature of fraud, misrepresentation, or intimidation toward Insurity to satisfy the improper means exception.
Moreover, plaintiffs contend that " the Defendants had an improper motive in refusing to pay the balance of the Buyer Note to the Plaintiffs and, instead, were motivated by the lure of engaging in literally hundreds of millions of dollars of otherwise prohibited transactions, which inured to their benefit at the expense of the Plaintiffs." (Plfs.' Omnibus Mem. at 25.) Yet, in order for a parent company to have an improper motive for purposes of the exception, the motive must be divergent from its subsidiary's interests. Here, there is no suggestion of any such divergence.
In their opposition, plaintiffs rely on Landmark Investment Group, LLC v. CALCO Construction & Development Co., 318 Conn. 847, 124 A.3d 847 (2015), and American Diamond Exchange, Inc. v. Alpert, 101 Conn.App. 83, 920 A.2d 357 (2007). The court finds these cases to be inapposite, however, because the defendant/alleged tortfeasor in each case was neither the parent company nor controlling shareholder of any contracting party. Plaintiffs also rely on the fact that, after Insurity issued the Claim Notice and after the Claim Notice was disputed, Genstar created a $6-7 million reserve. This fact has little, if any, evidentiary value because it occurred after the alleged breach of contract and, without more, does not connote an admission of wrongdoing, nor does it create a genuine issue of material fact to support the applicability of either of the exceptions discussed above.
In sum, absent a genuine issue of material fact to support the proposition that Genstar had an improper motive or used improper means to induce Insurity to breach the Buyer Note, the court concludes that Genstar is entitled to judgment as a matter of law on count four of plaintiffs' complaint.
B
Count Five--CUTPA
Genstar next claims that it is entitled to summary judgment on plaintiffs' CUTPA claim (count five) on two independent grounds: (1) the Delaware choice-of-law provisions in the Merger Agreement and the Buyer Note preclude the assertion of a CUTPA claim against Genstar; and (2) plaintiffs' CUTPA claim fails as a matter of law because it is based solely on a breach of contract. The court addresses these in turn.
Genstar first contends that the Delaware choice-of-law provisions in the Merger Agreement and the Buyer Note bar the assertion of a CUTPA claim premised on a breach of contract. The Merger Agreement contains a choice-of-law provision, which provides in pertinent part:
12.7 Choice of Law/Consent to Jurisdiction . All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its rules of conflict of laws . . .(Merger Agreement § 12.7.) The Buyer Note also contains a nearly identical choice-of-law provision, which provides in pertinent part:
4.3 All disputes, claims or controversies arising out of or relating to this Note, or the negotiation, validity or performance of this Note, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its rules of conflict of laws . . .(Buyer Note § 4.3.) As a threshold matter, the court finds that this argument is inadequately briefed. See Rock v. Univ. of Connecticut, 323 Conn. 26, 33, 144 A.3d 420 (2016). Genstar does not meaningfully articulate how, in its view, it is entitled to judgment as a matter of law on plaintiffs' CUTPA claim based on the choice-of-law provisions of the Merger Agreement and/or Buyer Note, to which it is not a signatory. The only case cited by Genstar in support of its argument, Cofrancesco Chiropractic & Healing Arts v. Maciejewski, No. CV13-6042888S, 2016 WL 3202389, at *5-6 (Conn.Super. May 16, 2016), is inapposite on this point because, at a minimum, the party making a similar choice-of-law argument was a signatory to the contract. In addition, Genstar does not analyze the actual language of the choice-of-law provisions. Because the court considers this argument to be inadequately briefed, it declines to address it further. Rock, 323 Conn. at 33.
Genstar next contends that, even if the choice-of-law provisions do not bar plaintiffs' CUTPA claim against it, it is still entitled to judgment as a matter of law on count five because plaintiffs are attempting to recast their breach of contract claim against Insurity into a CUTPA claim against Genstar. The court agrees.
Section 42-110b(a), the cornerstone of CUTPA, provides that " [n]o personal shall engage in unfair methods of competition and unfair or deceptive acts or practices in the conduct of any trade or commerce." General Statutes § 42-110b(a). Plaintiffs contend that Genstar's conduct was both unfair and deceptive. In determining whether particular conduct is " unfair, " our Supreme Court has adopted the " cigarette rule" developed by the Federal Trade Commission. According to the cigarette rule, a court must consider:
(1) [W]hether the practice, without necessarily having been previously considered unlawful, offends public policy as it has been established by statutes, the common law, or otherwise--in other words, it is within at least the penumbra of some common law, statutory, or other established concept of unfairness; (2) whether it is immoral, unethical, oppressive, or unscrupulous; (3) whether it causes substantial injury to consumers [competitors or other businesspersons] . . . All three criteria do not need to be satisfied to support a finding of unfairness.(Alteration in original; internal quotation marks omitted.) Naples v. Keystone Building & Development Corp., 295 Conn. 214, 227, 990 A.2d 326 (2010).
It is well settled that " not every contractual breach rises to the level of a CUTPA violation." (Internal quotation marks omitted.) Id. at 228. Boulevard Associates, 72 F.3d at 1039 (" a breach of contract standing alone does not offend public policy"); id. at 1040 (reversing judgment of district court finding that defendants violated CUTPA based on willful breach of contract). " [A]bsent substantial aggravating circumstances, [a] simple breach of contract is insufficient to establish [a] claim under CUTPA." Lydall, Inc. v. Ruschmeyer, 282 Conn. 209, 248, 919 A.2d 421 (2007); Castelino v. Fairview Condo. Ass'n, Inc., No. DBD-CV13-6014099S, 2014 WL 7495065, at *3 (Conn.Super. Nov. 21, 2014) (" a breach of contract claim is not a CUTPA violation unless the circumstances surrounding the breach include deception or allegations of unfairness that rise to the level of immoral, oppressive, or unethical conduct in business relations").
" A simple contract breach is not sufficient to establish a violation of CUTPA, particularly where the count alleging CUTPA simply incorporates by reference the breach of contract claim and does not set forth how or in what respect the defendant's activities are either immoral, unethical, unscrupulous or offensive to public policy . . ." (Citation omitted; internal quotation marks omitted.) Chaspek Mfg. Corp. v. Tandet, No. CV93-092714, 1995 WL 447948, at *12 (Conn.Super. June 16, 1995); see also Castelino, 2014 WL 7495065, at *3 (" It is not enough simply to repeat allegations that a contract that was entered into between the parties was breached by the defendant and then label such breach as a violation of CUTPA").
Accordingly, the court must determine whether there is a genuine issue of material fact regarding whether there are substantial aggravating circumstances demonstrating deception or unfairness on the part of Genstar that rise to the level of immoral, oppressive, or unethical conduct in business relations. Count five of the complaint incorporates by reference the allegations made in support of the prior claims. There are no additional factual allegations made to support the CUTPA claim; instead, count five merely recites the elements of a CUTPA claim. Moreover, plaintiffs attempt to conflate Insurity's and Genstar's roles in the issuance of the Claim Notice, ignoring the undisputed evidence that Insurity prepared and issued the Claim Notice and Genstar merely approved it. Genstar's awareness and approval of the Claim Notice is insufficient to transform plaintiffs' breach of contract claim against Insurity into a CUTPA claim against Genstar. Moreover, although plaintiffs posit that " there are genuine issues of material fact as to whether the economic pressure Defendant Genstar exerted constitutes a violation of CUTPA, " citing Landmark Investment Group, LLC v. CALCO Const. & Dev. Co., 318 Conn. 847, 124 A.3d 847 (2015), this argument misses the mark. In Landmark, our Supreme Court concluded that the economic pressure placed on a property owner/seller by the defendants to induce the seller to repudiate a contract for sale with a real estate developer/buyer could be sufficient to give rise to a CUTPA violation. Here, plaintiffs offer no factual analogue to the extreme economic pressure described in Landmark. See id. at 869-70.
In sum, plaintiffs have not alleged, much less demonstrated a genuine issue of material fact regarding, any aggravating circumstances to support a CUTPA violation on the part of Genstar. Therefore, Genstar is entitled to judgment as a matter of law regarding plaintiffs' claim that it committed an unfair or deceptive act in violation of CUTPA.
IV
CONCLUSION
For the foregoing reasons, Genstar's motion for summary judgment (#135.00) is granted. Judgment shall enter in favor of Genstar on counts four and five of the plaintiffs' complaint.