Opinion
No. CV 05 4001921
May 3, 2006
MEMORANDUM OF DECISION
On April 13, 2005, the plaintiff, Ernest H. Lewis IV, filed a three-count complaint against the defendant, Frederick G. Maguder. In count one, the plaintiff seeks a reformation of a deed due to mutual mistake; in count two, he seeks a reformation of a deed due to inequitable conduct; and in count three, he seeks to quiet title. The following facts are alleged in the complaint. The original owner of 215 Wauregan Road in Canterbury, Connecticut was Mark A. Robinson. On June 15, 2001, Robinson, as the seller, and the defendant, as the purchaser, executed a written purchase and sale agreement for a parcel of property consisting of approximately twenty-four acres derived from a free split of Robinson's property. Pursuant to the terms of the purchase and sale agreement, Robinson was to subdivide 215 Wauregan Road into two lots, retaining one lot for and conveying the other lot (lot 11) to the defendant; "[l]ot 11 was to be sold subject to an understanding of the property boundaries between the parties."
A copy of the purchase and sale agreement is attached to the complaint as exhibit A.
On June 16, 2001, Robinson and the defendant executed a written addendum to the aforementioned purchase and sale agreement. According to the addendum, it was agreed that "a fifty-foot wide parcel of land extending from Wauregan Road to the Quinnebaug River over an existing driveway on the easterly boundary of Mark A. Robinson's property was to be transferred to the defendant as part of Lot 11." The parties also agreed that (1) Robinson and his heirs and assigns "were to have free and unobstructed use of the driveway located within the fifty-foot wide parcel for their purposes"; (2) the land located to the east of the driveway was to be kept clear of "all materials, equipment, livestock, etc."; (3) Robinson and the defendant would define each party's rights to the fifty-foot parcel's use; (4) one or more encroachments by Robinson that existed within the fifty-foot parcel would continue to remain in existence after the sale, which at the time included a barn and some fencing; and (5) these "encroachments would be defined and recorded in the Canterbury land records."
A copy of this addendum is attached to the complaint as exhibit B.
In drafting the deed conveying lot 11, the scrivener mistakenly failed to include and reduce to writing the agreement concerning the fifty-foot wide parcel and the encroachments referenced in the purchase and sale agreement and the addendum. At the time of the conveyance, on October 24, 2001, Robinson was in poor health and visually impaired, thus, he could not read the terms of the deed he signed. Robinson relied on the accuracy of the scrivener. He died on March 30, 2003, never discovering the error. Robinson's retained property passed to his widow, Victoria M. Robinson, by a certificate of devise, dated January 27, 2005. On January 31, 2005, Victoria M. Robinson conveyed her interest to the plaintiff by warranty deed, which is recorded in the Canterbury land records. The scrivener's mistake remained undetected until after the retained property was conveyed to the plaintiff.
This deed of conveyance, a copy of which is attached to the complaint as exhibit C, is recorded in the town of Canterbury's land records.
In count one of the complaint, the plaintiff alleges that the mistake was mutual and common to both Robinson and the defendant. When the plaintiff discovered the error, he requested that the defendant join him in an endorsement of the deed or other appropriate writing to correct the error, both of which the defendant refused to do. As a result, the plaintiff claims a reformation of the deed so that it will be in conformity with the agreement between Robinson and the defendant. In count two, the plaintiff alleges that the defendant's receipt of the deed has caused the plaintiff, as Robinson's successor in title, inequity. Because the deed did not conform to Robinson and the defendant's agreement, inadequate consideration was provided for the deed's execution.
In count three, the plaintiff alleges that he is the absolute owner and in possession of a barn and the real estate upon which the barn sits, both of which are described in the deed of conveyance. The plaintiff acquired his title and interest in the barn and underlying land from Robinson's widow through a warranty deed. The defendant claims estates or interests in all or part of the real estate upon which the barn is situated, which are averse to the plaintiff's title and interest in the barn and real estate. The plaintiff requests that the court resolve any disputes concerning the ownership of this real estate and quiet and settle title in favor of the plaintiff
On November 3, 2005, the defendant filed a motion to strike counts one, two and three of the complaint on the grounds that the complaint does not "state a claim upon which relief can be granted" because: (1) no privity of contract exists between the plaintiff and the defendant; (2) all of the purchase and sale contract's conditions have merged into the deed; and (3) Robinson, a necessary party to the action, is absent. The defendant also submitted a memorandum of law in support of his motion. On November 15, 2005, the plaintiff filed a memorandum of law in opposition to the motion.
"The purpose of a motion to strike is to contest . . . 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). "A motion to strike challenges the legal sufficiency of a pleading . . . and, consequently, requires no factual findings by the trial court . . . [I]f facts provable in the complaint would support a cause of action, the motion to strike must be denied . . . Thus, we assume the truth of both the specific factual allegations and any facts fairly provable thereunder. In doing so, moreover, we read the allegations broadly . . . rather than narrowly." (Internal quotation marks omitted.) Greco v. United Technologies Corp., 277 Conn. 337, 347, 890 A.2d 1289 (2006).
As to the first ground raised, the defendant argues that there is no privity between the plaintiff and the defendant, because "[t]here was nothing in the contract that was to benefit the [p]laintiff or his immediate predecessor in title," without which "the plaintiff has no legal standing to bring an action against the [d]efendant to enforce any conditions in the Purchase and Sales Agreement between the [d]efendant and Mark A. Robinson." The defendant argues that to enforce a contract, a party must be in "privity of contract" with the opposing party and that neither a beneficiary nor a contemplated beneficiary to a contract can enforce the contract. In response, the plaintiff argues that the first and second counts of the complaint are for the reformation of a deed, not a breach of contract, and that privity is not required in the former cause of action. The plaintiff maintains that his reformation of the deed claim is based on two alternative theories, mutual mistake and inequitable conduct. The plaintiff states that "[i]t is established law that where the predecessor in title to the plaintiff was mistaken in the assumption of what he was conveying, the plaintiff succeeds to the equitable right to a reformation which his grantor had against the defendant."
While it appears to the court that the three grounds the defendant raises in his motion to strike apply to all three counts of the complaint, the first two grounds are inapplicable to count three, which is a claim to quiet title. Therefore, this court will treat grounds one and two as grounds in support of striking the first and second counts of the complaint only.
At short calendar, the defendant conceded that the plaintiff has standing to bring this lawsuit. A defendant's concession alone, however, is an insufficient reason for the court to deny the motion on the ground of lack of privity. In fact, the Supreme Court has declared that "the question of subject matter jurisdiction, because it addresses the basic competency of the court, can be raised by any of the parties, or by the court sua sponte, at any time . . . [T]he court has a duty to dismiss, even on its own initiative, any appeal that it lacks jurisdiction to hear . . . Moreover, [t]he parties cannot confer subject matter jurisdiction on the court, either by waiver or by consent." (Internal quotation marks omitted.) Kozlowski v. Commissioner of Transportation, 274 Conn. 497, 502, 876 A.2d 1148 (2005). "If a party is found to lack standing, the court is without subject matter jurisdiction to determine the cause." (Internal quotation marks omitted. McBurney v. Cirillo, 276 Conn. 782, 820, 889 A.2d 759 (2006). Therefore, the court must independently determine whether the plaintiff has standing to bring this action.
In Gavin v. Johnson, 131 Conn. 489, 41 A.2d 113 (1945), a building and loan association foreclosed on a mortgage, which erroneously described a lot as number 31 instead of lot number 32. The plaintiffs purchased what they thought was lot 32 from the association, but the deed, which followed the mortgage's provisions, described lot 31. The plaintiffs brought a lawsuit "primarily on the ground of mistake, in order to secure title to . . . lot [32]." Id., 492. The trial court rendered judgment in favor of the plaintiffs. One of the defendants, the person who originally owned both lots 31 and 32, appealed. On appeal, the Supreme Court concluded that both the plaintiffs and the association were mistaken in assuming that the association was conveying lot 32 to the plaintiffs. The court further held that "under these circumstances, the plaintiffs succeeded to the equitable right to a reformation which their grantor had as against [the mortgagors of the property]." Id., 494.
In the present case, the plaintiff alleges that Robinson, a party to the original purchase and sale agreement, was mistaken in assuming that the deed would address the rights related to the fifty-foot wide parcel and the encroachments. The plaintiff also alleges that the property interest retained by Robinson passed to his widow, who subsequently conveyed this property interest to the plaintiff. Therefore, assuming the truth of the plaintiff's allegations for purposes of this motion to strike, the plaintiff has succeeded to whatever equitable right of reformation that Robinson had against the defendant. Hence, the plaintiff has standing to bring this action and privity of contract between him and the defendant is not required. Therefore, the motion to strike counts one and two of the complaint on the ground of lack of privity is denied.
The second ground on which the defendant moves to strike is that all the conditions of the purchase and sale agreement have merged into the deed. The defendant argues that Robinson conveyed to him the premises described in the deed and reserved only the use and occupancy of the barn. The defendant contends: (1) that the acceptance of a deed in accordance with articles of agreement for conveying land serves as prima facie evidence of the contract's completion; (2) that an instrument conveying a real property interest conveys only what is specifically contained in that document; and (3) that pursuant to the merger by deed principle, a deed's terms, in the absence of a reservation of collateral rights, automatically replace and supersede the underlying contract's terms. The defendant cites to one annotation and two cases for the proposition that upon the conveyance of the property, the terms of the deed supersedes all prior agreements. The defendant, however, has not provided this court with any analysis as to why a reformation of a deed is not the appropriate cause of action. In opposition, the plaintiff argues that the merger by deed doctrine is inapplicable to a reformation of a deed claim and that if the defendant's arguments were valid, the cause of action seeking reformation of a deed would not exist.
"A cause of action for reformation of a contract rests on the equitable theory that the instrument sought to be reformed does not conform to the real contract agreed upon and does not express the intention of the parties and that it was executed as the result of mutual mistake . . . We have held that this also applies to actions for reformation of a deed . . . the function of which is merely to pass title to land, pursuant to the agreement of the parties . . . Reformation is not granted for the purpose of alleviating a hard or oppressive bargain, but rather to restate the intended terms of an agreement when the writing that memorializes that agreement is at variance with the intent of both parties . . . Equity evolved the doctrine because an action at law afforded no relief against an instrument [which was] a result of mutual mistake. (Citations omitted; internal quotation marks omitted.) Lopinto v. Haines, 185 Conn. 527, 531-32, 441 A.2d 151 (1981)." (Internal quotation marks omitted.) Derby Savings Bank v. Oliwa, 49 Conn.App. 602, 603-04, 714 A.2d 1278 (1998).
"Reformation is appropriate in cases of mutual mistake — that is where, in reducing to writing an agreement made or transaction entered into as intended by the parties thereto, through mistake, common to both parties, the written instrument fails to express the real agreement or transaction . . . [R]eformation is also available in equity when the instrument does not express the true intent of the parties owing to the mistake of one party . . . (Citations omitted; internal quotation marks omitted.) Harlach v. Metropolitan Property Liability Ins. Co., 221 Conn. 185, 190-91, 602 A.2d 1007 (1992)." (Internal quotation marks omitted.) Derby Savings Bank v. Oliwa, supra, 49 Conn.App. 604.
"Reformation of a deed can be ordered when it has been executed as the result of a mutual mistake and by reason thereof each party has done what neither intended. Patalano v. Chabot, 139 Conn. 356, 359, 94 A.2d 15 (1952)." (Internal quotation marks omitted.) Derby Savings Bank v. Oliwa, supra, 49 Conn.App. 603. In Derby Savings Bank, the defendant executed a mortgage deed and note to the plaintiff. Because of an error by the attorney who prepared the mortgage documents, the mortgage deed mistakenly described the wrong property. The trial court found this mistake to be mutual. The commitment letter, which both parties signed, actually described what the court found to be the parcel of land that the mortgage, in fact, covered. Furthermore, a notation in the lower left corner of the mortgage note described the correct property. The trial court found that both parties intended the mortgage to cover property which differed from the property described in the mortgage deed. The trial court granted reformation of the mortgage deed. Afterwards, a judgment of strict foreclosure of the reformed mortgage was granted by the trial court. On appeal, the Appellate Court affirmed the trial court's judgment.
In the present case, the allegations in counts one and two are sufficient to claim that the terms of the purchase and sale agreement were intended to survive the deed. At the very least, the issue of whether the purchase and sale agreement merged into the deed presents a question of fact regarding the intent of the parties. This question should be submitted to the trier of fact and not determined by the court on a motion to strike. See Sullivan v. Reiner, Superior Court, judicial district of Hartford-New Britain at Hartford, Docket No. CV 97 0567323 (May 14, 1998, Hennessey, J.) Because a party can file a cause of action seeking reformation of a deed, the motion to strike counts one and two of the complaint on the ground that the purchase and sale agreement conditions have merged into the deed is denied.
While the plaintiff makes a claim in count one of the complaint for a reformation of a deed based on mutual mistake, in count two, the plaintiff makes a claim for a reformation of a deed based on inequitable conduct. As stated in Traggis v. Shawmut Bank of Connecticut, N.A., 72 Conn.App. 251, 258, 805 A.2d 105, cert. denied, 262 Conn. 903, 819 A.2d 270 (2002), "`A cause of action for reformation of a contract rests on the equitable theory that the instrument sought to be reformed does not conform to the real contract agreed upon and does not express the intention of the parties and that it was executed as the result of mutual mistake, or mistake of one party coupled with actual or constructive fraud, or inequitable conduct on the part of the other.' (Internal quotation marks omitted.) Lopinto v. Haines, 185 Conn. 527, 531, 441 A.2d 151 (1981)." (Emphasis added.) In the present case, while the plaintiff is making a claim in count two for reformation of a deed because of inequitable conduct and alleges that the defendant's receipt of the deed has caused the plaintiff "inequity," he does not allege that inequitable conduct on the part of the defendant caused the mistake to occur. Nevertheless, the court will not strike this count because the defendant has not moved to strike count two on the ground that the plaintiff did not plead sufficient facts to make a claim for a reformation of the deed because of inequitable conduct. The Supreme Court has stated that "grounds other than those specified should not be considered by the trial court in passing upon a motion to strike . . ." (Internal quotation marks omitted.) Gazo v. Stamford, 255 Conn. 245, 259, 765 A.2d 505 (2001).
The last ground that the defendant raises in his motion to strike is that Robinson is a necessary party to this action because he was one of the original parties to the purchase and sale agreement, but passed away in 2003. Without analysis or citation to legal authority, the defendant argues that the complaint is legally insufficient because Robinson, a necessary party, is absent. The defendant further asserts that it is impossible to make Robinson a party because he is deceased. In response, the plaintiff argues that since "privity is not required to state a cause of action for reformation," Robinson is not a necessary party to either counts one or two of the complaint. The plaintiff also argues that the defendant has failed to comply with Practice Book §§ 10-41 and 10-42 by failing to specify in the motion the reasons why the plaintiff's complaint is insufficient.
Notwithstanding the plaintiff's position to the contrary, this ground is applicable to all three counts of the complaint.
"Whenever any party wishes to contest . . . (3) the legal sufficiency of any such complaint or any count thereof, because of the absence of any necessary party . . . that party may do so by filing a motion to strike the contested pleading or part thereof. "A motion to strike on the ground of the nonjoinder of a necessary party must give the name and residence of the missing party or such information as the moving party has as to his identity and residence and must state his interest in the cause of action." (Internal quotation marks omitted.) Bouchard v. People's Bank, 219 Conn. 465, 468 n. 3, 594 A.2d 1 (1991).
"`Necessary parties . . . are those [p]ersons having an interest in the controversy, and who ought to be made parties, in order that the court may act on that rule which requires it to decide on, and finally determine the entire controversy, and do complete justice, by adjusting all the rights involved in it . . . [B]ut if their interests are separable from those of the parties before the court, so that the court can proceed to a decree, and do complete and final justice, without affecting other persons not before the court, the latter are not indispensable parties.' (Internal quotation marks omitted.) Napoletano v. CIGNA Healthcare of Connecticut, Inc., 238 Conn. 216, 225-26 n. 10, 680 A.2d 127 (1996), cert. denied, 520 U.S. 1103, 117 S.Ct. 1106, 137 L.Ed.2d 208 (1997). `A party is deemed necessary if its presence is absolutely required in order to assure a fair and equitable trial . . . Biro v. Hill, 214 Conn. 1, 6, 570 A.2d 182 (1990).' (Internal quotation marks omitted.) Caswell Cove Condominium Ass'n., Inc. v. Milford Partners, Inc., 58 Conn.App. 217, 224, 753 A.2d 361, cert. denied, 254 Conn. 922, 759 A.2d 1023 (2000)." In re Devon B., 264 Conn. 572, 579-80, 825 A.2d 127 (2003). "[T]he exclusive method to raise the issue of nonjoinder of an indispensable party is by way of a motion to strike . . ." Hilton v. New Haven, 233 Conn. 701, 723, 661 A.2d 973 (1995).
"In the past, there had been a distinction between `necessary' and `indispensable' parties. See Shields v. Barrow, 58 U.S. (17 How.) 130, 139, 15 L.Ed. 158 (1855) (defining both terms). Over time, however, this distinction has become less pronounced; see Sturman v. Socha, 191 Conn. 1, 6, 463 A.2d 527 (1983) (recognizing that misleading nature of terms `has resulted in a blurring of the distinction typically drawn between them'); and provisions of our Practice Book and General Statutes currently refer only to necessary parties. See, e.g., Practice Book §§ 9-6 and 9-24; General Statutes §§ 8-8 (f) and 12-638n." In re Devon B., supra, 264 Conn. 580 n. 12.
In the present case, the defendant's position is that Robinson is a necessary party to this action because he would have been a valuable witness at trial, with direct knowledge as to what transpired during the negotiations and closing when lot 11 was conveyed to the defendant. These arguments fail to support the contention that Robinson's property interests will be affected by the outcome of this cause of action. Therefore, the motion to strike counts one, two and three of the complaint because of the absence of a necessary party is denied.
In conclusion, the motion to strike counts one, two and three of the complaint is denied in its entirety.
In his memorandum, the plaintiff argues that the motion to strike count three should be denied because the defendant failed to comply with Practice Book §§ 10-41 and 10-42 by not specifying the distinct reasons as to why count three is insufficient. Indeed, the Appellate Court has stated: "Practice Book § 10-41 requires that a motion to strike raising a claim of insufficiency `shall distinctly specify the reason or reasons for each such claimed insufficiency.' Motions to strike that do not specify the grounds of insufficiency are `fatally defective' and, absent a waiver by the party opposing the motion, should not be granted. Lubas v. McCusker, 153 Conn. 250, 253, 216 A.2d 289 (1965); see Bouchard v. People's Bank, 219 Conn. 465, 468 n. 4, 594 A.2d 1 (1991). Our Supreme Court has stated `that a motion to strike that does not specify the grounds of insufficiency is fatally defective . . . and that Practice Book § [10-42], which requires a motion to strike to be accompanied by an appropriate memorandum of law citing the legal authorities upon which the motion relies, does not dispense with the requirement of [Practice Book § 10-41] that the reasons for the claimed pleading deficiency be specified in the motion itself.' (Citation omitted; internal quotation marks omitted.) Morris v. Hartford Courant Co., 200 Conn. 676, 683 n. 5, 513 A.2d 66(1986); King v. Board of Education, 195 Conn. 90, 94 n. 4, 486 A.2d 1111 (1985); see Bouchard v. People's Bank, supra, 468 n. 4." Barasso v. Rear Still Hill Road, LLC, 64 Conn.App. 9, 13-14, 779 A.2d 1 (2001). Nevertheless, as stated earlier in this memorandum, the third ground of the motion to strike is applicable to all three counts of the complaint. Therefore, although the ground was neither analyzed nor briefed well in the supporting memorandum of law, the defendant did raise a ground in support of striking count three of the complaint that is applicable to count three of the complaint. Therefore, the motion to strike count three is denied because the defendant failed to specify the reasons why count three is insufficient.