Opinion
CV126004547S
12-22-2015
Lois Pisani v. Connecticut Constitution Associates, LLC et al
UNPUBLISHED OPINION
MEMORANDUM OF DECISION RE MOTION FOR SUMMARY JUDGMENT #181
John F. Cronan, Judge.
On June 26, 2012, the plaintiff, Lois Pisani, filed an amended complaint against the defendants, Connecticut Constitution Associates, LLC, Capital Properties, LLC, Capital Constitution Management, LLC, Connecticut Steam Cleaning, Inc. (CSC) and Central Parking System of Connecticut, Inc., (Central), alleging that she sustained injuries from a slip and fall incident on April 21, 2011. Central, as a third-party plaintiff, sought indemnity and tender of a defense under CSC's liability policy through its insurance company, Acadia Insurance Company (Acadia). On October 15, 2014, Central also filed a second amended third-party complaint against the third-party defendant Noble View Insurance Company of Connecticut, LLC (Noble), who served as an independent insurance agent for Acadia. During short calendar argument on October 13, 2015, the parties in this action argued Noble's motion for summary judgment and Central's objection to the motion for summary judgment. Noble moves for summary judgment on the grounds that (1) it did not, as a matter of law, owe a duty of care to Central, and (2) Central was not an intended third-party beneficiary of either the contract between Noble and Acadia, the applicable insurance policy, or the contract between CSC and Noble. Central counters that (1) it was an intended third-party beneficiary of the insurance policy, and/or the contract between Noble and Acadia, and/or the contract between Noble and CSC (2) Noble owed a duty of care to Central, and (3) Noble breached the duty of care owed to Central.
In her amended complaint, the plaintiff alleges that she slipped due to the slippery and/or wet conditions of a parking garage floor, causing her to fall and suffer injuries. The plaintiff further alleges that her injuries were caused by the negligence of the defendants, their agents, servants and/or employees.
" We begin by setting forth the well settled standard of review for interpreting insurance contracts. [C]onstruction of a contract of insurance presents a question of law for the court . . .
It is the function of the court to construe the provisions of the contract of insurance . . . The [i]nterpretation of an insurance policy . . . involves a determination of the intent of the parties as expressed by the language of the policy . . . [including] what coverage the . . . [insured] expected to receive and what the [insurer] was to provide, as disclosed by the provisions of the policy . . . [A] contract of insurance must be viewed in its entirety, and the intent of the parties for entering it derived from the four corners of the policy . . . [giving the] words . . . [of the policy] their natural and ordinary meaning . . . [and construing] any ambiguity in the terms . . . in favor of the insured . . ." (Citation omitted; internal quotation marks omitted.) Hartford Casualty Ins. Co. v. Litchfield Mutual Fire Ins. Co., 274 Conn. 457, 462-63, 876 A.2d 1139 (2005).
" [I]t is well settled that one who [is] neither a party to a contract nor a contemplated beneficiary thereof cannot sue to enforce the promises of the contract . . ." (Internal quotation marks omitted.) Wilcox v. Webster Ins., Inc., 294 Conn. 206, 215 n.12, 982 A.2d 1053 (2009) (holding plaintiff who was unnamed in umbrella policy raised colorable claim that he was third-party beneficiary to automobile policy within umbrella policy and, therefore, had standing). " [T]he fact that a person is a foreseeable beneficiary of a contract is not sufficient for him to claim rights as a third party beneficiary." Grigerik v. Sharpe, 247 Conn 293, 317-18, 721 A.2d 526 (1998).
" [T]he ultimate test to be applied [in determining whether a person has a right of action as a third-party beneficiary] is whether the intent of the parties to the contract was that the promisor should assume a direct obligation to the third party [beneficiary] . . ." (Internal quotation marks omitted.) Wykeham Rise, LLC v. Federer, 305 Conn. 448, 474, 52 A.3d 702 (2012). Although express contractual language is a prime indicator of intent; see e.g., Dow & Condon, Inc. v. Brookfield Development Corp., 266 Conn. 572, 581, 833 A.2d 908 (2003) (holding parties clearly intended to benefit broker based on express language in commission agreement); " it is not in all instances necessary that there be express language in the contract creating a direct obligation to the claimed third party beneficiary." Knapp v. New Haven Road Construction Co., 150 Conn. 321, 326, 189 A.2d 386 (1963) (holding agreement between second contractor and developer, entered into after first contractor partially performed, did not bestow third party beneficiary status upon first contractor absent additional evidence, even though first contractor was named in agreement). Rather, " intent is to be determined from the terms of the contract read in the light of the circumstances attending its making, including the motives and purposes of the parties." Colonial Discount Co. v. Avon Motors, Inc., 137 Conn. 196, 201, 75 A.2d 507 (1950).
" [T]he intent of both parties to a contract determines whether a third party has contract rights as a third-party beneficiary." (Emphasis added.) Grigerik v. Sharpe, supra, 247 Conn. 310. " The requirement that both contracting parties must intend to confer enforceable rights in a third party rests, in part at least, on the policy of certainty in enforcing contracts. That is, each party to a contract is entitled to know the scope of his or her obligations thereunder. That necessarily includes the range of potential third persons who may enforce the terms of the contract." (Internal quotation marks omitted.) Gazo v. Stamford, 255 Conn. 245, 261-62, 765 A.2d 505 (2001). " This rule allows parties to enter into contractual arrangements with the confidence that they subsequently will not find themselves legally bound to unknown or unanticipated obligations." Grigerik v. Sharpe, supra, 311. " Rooting the range of potential third parties in the intention of both parties, rather than in the intent of just one of the parties, is a sensible way of minimizing the risk that a contracting party will be held liable to one whom he neither knew, nor legitimately could be held to know, would ultimately be his contract obligee." Id., 312.
Specifically regarding insurance policies, our Appellate Court has found that " [t]he relations of the parties to an insurance policy are contractual and when the proceeds of the policy are made payable to a third person, it is properly characterized as a third party beneficiary contract." (Internal quotation marks omitted.) Maluszewski v. Allstate Ins. Co., 34 Conn.App. 27, 34, 640 A.2d 129, cert. denied, 229 Conn. 921, 642 A.2d 1214 (1994). In order to sustain a claim of third-party beneficiary status under an insurance contract, it is not necessary to show express language in the contract creating a direct obligation but, rather, the claimed third party must allege facts indicating a contracting party made either an affirmative promise or undertook actions to create a direct obligation to the claimed third-party beneficiary. See Roncaioli v. Willard, Superior Court, judicial district of Hartford, Docket No. CV-14-6047919-S (September 5, 2014, Huddleston, J.) (rejecting third-party claim where no facts alleged in complaint establish any assumption of direct obligation or promise to claimed third-party); Seigel v. Nationwide Ins., Superior Court, judicial district of New Haven, Docket No. CV-02-0474080-S (August 29, 2003, Zoarski, J.T.R.) (35 Conn. L. Rptr. 331, 332) (" the court finds the undisputed fact that the [insurer] undertook to make direct payments to the [third-party] to be weighty evidence of the [insurer's] intent to assume a direct obligation to the [third-party] under [the insurance] policy").
Therefore, a party may establish third-party beneficiary status to an insurance policy/contract whereby an insurer pays proceeds, pursuant to the policy/contract to a third-party, even in the absence of direct language within the contract itself. No proceeds were paid by Noble to Central, there appears to be no affirmative action or promise under taken by Noble to create a direct obligation to Central, there was no direct language in the insurance policy or the insurance certificate stating that Central was a third-party beneficiary, there was no evidence proffered identifying a direct relationship between Noble and Central, and there was no evidence proffered to establish a mutual intent by both Noble and Central to indicate that Central was, in fact, an intended third-party beneficiary.
Moreover, our Supreme Court in Nazami v. Patrons Mutual Ins. Co., 280 Conn. 619, 621, 910 A.2d 209 (2006), concluded that certificates of insurance, validly issued or not, do not confer rights upon a certificate holder. In Nazami, a homeowner alleged that she entered into a home improvement contract in reliance on a certificate of insurance the contractor provided. Id., 622. The certificate of insurance indicated that the term of the insurance coverage ran from May 15, 2001 through May 15, 2002. Id. The parties entered into the home improvement contract on or about November 23, 2001. Id. Unbeknownst to the homeowner, the contractor's insurance policy had already been cancelled for nonpayment. Id. When the homeowner made a claim several months later against the contractor's insurance company, she was informed that the policy had been cancelled. Id., 622-23. The Supreme Court affirmed the trial court's ruling, holding " that the certificate was issued as a matter of information only, conferred no rights upon the plaintiff, and did not constitute a contract between [the plaintiff and the insurance company]." (Internal quotations marks omitted.) Id., 631; see also K-Mart Corp. v. United States Fire Ins. Co., Superior Court, judicial district of Hartford, Docket. No. CV-96-0565206-S (February 19, 1998, Rittenband, J.) (denying summary judgment for plaintiff where plaintiff was not additional insured because defendant's insurance certificate was for informational purposes only and did not confer rights upon plaintiff).
Central also claims that Noble owed a duty of care to Central because Central is a third-party beneficiary of the insurance policy. " The essential elements of a cause of action in negligence are well established: duty; breach of that duty; causation; and actual injury . . . Duty is a legal conclusion about relationships between individuals, made after the fact, and [is] imperative to a negligence cause of action." (Citations omitted; internal quotation marks omitted.) Ryan Transportation, Inc. v. M& G Associates, 266 Conn. 520, 525, 832 A.2d 1180 (2003). " [T]here can be no actionable negligence, however, unless there exists a cognizable duty of care." Waters v. Autuori, 236 Conn. 820, 826, 676 A.2d 357 (1996). " The nature of the duty, and the specific persons to whom it is owed, are determined by the circumstances surrounding the conduct of the individual . . . Although it has been said that no universal test for [duty] ever has been formulated . . . our threshold inquiry has always been whether the specific harm alleged by the plaintiff was foreseeable to the defendant." (Citations omitted; internal quotation marks omitted.) Perodeau v. Hartford, 259 Conn. 729, 754, 792 A.2d 752 (2002). Furthermore, " [a] duty to use care may arise from a contract, from a statute, or from circumstances under which a reasonable person, knowing what he knew or should have known, would anticipate that harm of the general nature of that suffered was likely to result from his act or failure to act." (Internal quotation marks omitted.) Ward v. Greene, 267 Conn. 539, 547, 839 A.2d 1259 (2004).
In Estate of Ridgaway v. Cowles & Connell, Superior Court, judicial district of Middlesex, Complex Litigation Docket, Docket No. X04-CV-03-0103516-S (October 14, 2004, Quinn, J.), an allegedly intoxicated driver was operating a motor vehicle which veered off the roadway and collided with a pole and rock outcropping. The plaintiff was a passenger in the motor vehicle and died from injuries sustained. Id. The decedent's estate and his passenger's parents brought an action against insurance agents and brokers who purported to secure liquor liability insurance for the establishment where the driver allegedly was served and consumed excessive amounts of alcohol. Id. The court discussed the public policy concerns of permitting an injured third-party to bring negligence claims against the tortfeasor's insurance company, and its agents or brokers. Id. The court opined: " The court declines to find such a duty of care to these plaintiffs arising from the conduct of brokers and agents to procure insurance . . . To do so would subject insurance companies, brokers and agents to any and all claims of personal injuries brought by patrons and customers of an insured establishment, should a dispute arise over coverage." Id.
Accordingly, the motion for summary judgment is granted.