Bedeschi America, Inc. v. Agri Systems, Inc.

Filing 60

ORDER. As set forth herein, the Court DENIES Plaintiff's 49 Motion for Summary Judgment. Signed by Judge Michael P. Shea on 3/25/16. (Bradley, K.)

UNITED STATES DISTRICT COURT
DISTRICT OF CONNECTICUT
BEDESCHI AMERICA, INC.,
No. 3:14cv00351(MPS)
Plaintiff,
v.
AGRI SYSTEMS, INC. d/b/a ASI
INDUSTRIAL,
Defendant.

MEMORANDUM AND ORDER
Plaintiff, Bedeschi America, Inc. (“Bedeschi”), brought a complaint against Defendant,
Agri Systems, Inc. d/b/a ASI Industrial (“ASI”), for breach of contract (Count One), unjust
enrichment (Count Two), fraud (Count Three), and violations of the Connecticut Unfair Trade
Practices Act, Conn. Gen. Stat. § 42-110a et seq. (the “CUTPA”) (Count Four). (Complaint
(“Compl.”) ECF No. 1.) Bedeschi claims that ASI has failed to pay the full amount due for
Bedeschi’s manufacture and delivery of certain equipment to be used at a power plant in
Plainfield, Connecticut. Bedeschi has moved for summary judgment on Counts One and Four.
(ECF No. 49.) Because there are genuine factual disputes about which payment terms the parties
agreed to and about whether ASI breached those terms, the Court DENIES Plaintiff’s motion.
I.

BACKGROUND
A.

1

The Facts 1

Unless otherwise noted, the following facts are undisputed, and recounted in the light most
favorable to the nonmovant, drawing all reasonable inferences in favor of the nonmovant.
Weinstock v. Columbia Univ., 224 F.3d 33, 41 (2d Cir. 2000).

Bedeschi is a Florida corporation with its principal place of business in Deerfield Beach,
Florida. (Plaintiff’s Local Rule 56(a)1 Statement, ECF No. 51 (“Pl.’s L.R. 56(a)1 Stmt.”) ¶ 1.)
ASI is a Montana corporation with its principal place of business in Billings, Montana. (Pl.’s
L.R. 56(a)1 Stmt. ¶ 2; Defendant’s Local Rule 56(a)2 Statement, ECF No. 59 (“Def.’s L.R.
56(a)2 Stmt.”) ¶ 2.) Bedeschi’s business involves “manufacturing and selling equipment to be
used for bulk handling, heavy clay, and crushing.” (Pl.’s L.R. 56(a)1 Stmt. ¶ 4; Def.’s L.R.
56(a)2 Stmt. ¶ 4.) ASI manages agricultural and industrial projects and offers services such as
“drafting and civil engineering; steel fabrication; and materials purchasing.” (Pl.’s L.R. 56(a)1
Stmt. ¶ 5; Def.’s L.R. 56(a)2 Stmt. ¶ 5.) Robert Hamlin is the Chief Executive Officer of ASI,
and Thomas Turano is the Vice President of Bedeschi. (Compl., ECF No. 1 ¶ 25.)
In December 2011, Leidos Constructors, LLC (“Leidos”) and ASI entered into a written
subcontract agreement under which ASI agreed to design, detail, fabricate, furnish, and deliver
certain equipment to Leidos for use in a new biomass power plant located in Plainfield,
Connecticut (the “Plant”). (Pl.’s L.R. 56(a)1 Stmt. ¶ 7; Def.’s L.R. 56(a)2 Stmt. ¶ 7.) Also in late
2011, ASI and Bedeschi began negotiations related to Bedeschi’s manufacturing—and ASI’s
purchasing—of an “Overhead Ripper” and a “Portal Reclaimer” (the “Equipment”) to be used
for “biomass stacking, storage, and reclaiming” at the Plant. (Pl.’s L.R. 56(a)1 Stmt. ¶ 6; Def.’s
L.R. 56(a)2 Stmt. ¶ 6.)
Bedeschi sent ASI a “written offer” regarding the purchase of the Equipment, dated
January 12, 2012, and labeled “KC-69 rev02 AS SOLD” (the “AS SOLD offer”). Bedeschi
drafted the AS SOLD offer “based upon specifications for manufacturing the Equipment”
provided by ASI. (Pl.’s L.R. 56(a)1 Stmt. ¶ 8; Def.’s L.R. 56(a)2 Stmt. ¶ 8.) The AS SOLD offer
included certain “Sales Conditions” (Pl.’s L.R. 56(a)1 Stmt. ¶ 9; Def.’s L.R. 56(a)2 Stmt. ¶ 9) on

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pages 19 through 21. One of the Sales Conditions was the “Price Summary,” which showed the
prices ASI would pay Bedeschi for the Equipment and listed the total price as $1,000,000 (the
“Purchase Price”). (Pl.’s L.R. 56(a)1 Stmt. ¶ 10; Def.’s L.R. 56(a)2 Stmt. ¶ 10.) The “Payment”
Sales Condition required that ASI “pay 10% of the Purchase Price upon submission of a
purchase order, 10% of the Purchase Price upon Bedeschi’s delivery of certain certified
drawings, and 80% of the Purchase Price upon delivery” of the Equipment to the Plant (the
“10%-10%-80% payment provision”). (Pl.’s L.R. 56(a)1 Stmt. ¶ 11; Def.’s L.R. 56(a)2 Stmt. ¶
11.) The “delivery time” Sales Condition required that the Equipment be delivered to the Plant
by the week of November 18, 2012. (Pl.’s L.R. 56(a)1 Stmt. ¶ 12; Def.’s L.R. 56(a)2 Stmt. ¶ 12.)
Bedeschi states that ASI received and accepted the AS SOLD offer on January 12, 2012,
and issued Purchase Order #3448 (the “Purchase Order”) incorporating the terms of the AS
SOLD Offer. (Pl.’s L.R. 56(a)1 Stmt. ¶¶ 13-14.) ASI notes that it did not sign the AS SOLD
offer and denies that it accepted the offer. Instead, ASI asserts that it issued the Purchase Order
as a counter offer. (Def.’s L.R. 56(a)2 Stmt. ¶¶ 13-14.) “[A]lthough ASI admits that the Purchase
Order did incorporate the materials, equipment[,] and/or services described in the AS SOLD
offer, it denies that it accepted any other terms.” (Def.’s L.R. 56(a)2 Stmt. ¶ 14.) The Purchase
Order states that quote number, “KC-69 rev02 pg. 1-18,” forms a part of the Purchase Order.
According to ASI, the “KC-69 rev02 pg. 1-18” refers to the first 18 pages of the AS SOLD offer,
which excludes the Sales Conditions that appear on pages 19 through 21. (See Def.’s Ex. B, ECF
No. 59-2 at 2; ECF No. 52, Affidavit of Thomas Turano (“Turano Aff.”) Ex. A.)
On January 12, 2012, both parties signed the first page of the Purchase Order beneath the
following statements: “[t]his Purchase Order is subject to the terms and conditions on the next
(3) pages, which are hereby incorporated herein. Seller’s acceptance is limited to the terms and

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conditions of this Purchase Order.” (Def.’s Ex. B, ECF No. 59-2 at 2.) The Purchase Order
contained several pages of terms and conditions, including the following:
2. COMPLETE AGREEMENT – This Purchase Order is the complete agreement
between Buyer and Seller and all referenced documents, drawings and
specifications from the Prime Contract (the Contract between Owner and Buyer
or Buyer’s successor-in-interest) are incorporated as part of this order. Seller’s
acceptance is expressly limited to the terms thereof and is effected by signing and
returning a copy of this order, or by commencing work or making shipment or
delivery. Buyer expressly rejects any additional or different terms or conditions
proffered by Supplier in any prior or future acknowledgment, invoice or other
document. Buyer shall be bound only by the terms of this Purchase Order.
...
7. INSPECTION – All shipments shall be subject to final inspection by Buyer
after receipt by Buyer at the project or designated location. Buyer shall have the
right to reject and refuse acceptance of materials, equipment, goods and
associated work that are not in accordance with specifications, addenda, drawings
or other data or Seller’s warranty (express or implied). Buyer may deduct from
any amount owed to Seller under this Purchase Order the cost of inspecting goods
or services rejected. Materials, equipment or goods not accepted shall, at Buyers
option be . . . (b) held by Buyer at Seller’s expense; (c) held by Buyer for an
equitable reduction in price; (d) repaired by Buyer at Seller’s expense. Payment
for any materials, equipment, goods or associated work shall not constitute
acceptance.
...
10. WARRANTY - In addition to any warranty in fact or implied by law, Seller
hereby expressly warrants that the materials, equipment, goods and associated
work provided under this Purchase Order shall: (a) satisfy the terms of this
Purchase Order and the Contract Documents: (b) be free from all defects, and of
the kind, quantity and quality specified, or, if no quality is specified, then of the
best grade of their kind; (c) be new, merchantable, and fit for the purpose
intended; . . . and (e) be covered by all warranties implied by law or usage of
trade.
...
12. PAYMENT – Payment shall be made by Buyer only after (a) receipt by Buyer
of the executed copy of this Purchase Order, (b) inspection and acceptance of the
materials, equipment work or goods, (c) receipt of Seller’s invoice, (d) receipt, if
and when requested by Buyer, of affidavits that all of Seller’s suppliers have been
paid, and of release of all liens either by Seller or Seller’s supplier(s) and claims
executed by to [sic] Buyer in a form suitable to Buyer, and (e) receipt by Buyer of
copies of warranties, applicable manuals and all other close-out documents
required for the materials or equipment. Upon fulfillment of above, ASI shall pay
approved items within 30 days of receipt of invoice.
...

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14. INDEMNITY - . . . Seller shall indemnify and hold harmless Buyer from any
costs arising out of a breach of warranty or incurred in connection with the
enforcement of warranty under Article 10. To the fullest extent permitted by law,
Seller shall defend, indemnify and hold harmless Buyer and its agents,
consultants, members, employees and others as required by this Purchase Order
from and against any and all claims or damages they may incur due to Seller’s
failure to provide timely performance in accordance with this Purchase Order.
(Def.’s Ex. B, ECF No. 59-2 at 3-5.)
The parties agree that ASI made the first two payments—each 10% of the Purchase
Price—in accordance with the schedule set forth in the “Payment” Sales Conditions in the AS
SOLD offer. (Pl.’s L.R. 56(a)1 Stmt. ¶ 16; Def.’s L.R. 56(a)2 Stmt. ¶ 16.) Bedeschi delivered the
Equipment to ASI on September 15, 2013, approximately ten months after the deadlines set forth
in both the Purchase Order and the AS SOLD offer. (Def.’s L.R. 56(a)2 Stmt. ¶ 18.) According
to Hamlin, “the Equipment was still not operational at that time because Bedeschi failed to
deliver the computer program and related components to make the plant operational.” (ECF No.
59-1, Declaration of Robert Hamlin (“Hamlin Decl.”) ¶ 22.) Bedeschi asserts—and ASI denies—
that “[t]he Equipment was ultimately manufactured and delivered . . . in accordance with
Bedeschi’s responsibilities under the AS SOLD offer and the Purchase Order” (Pl.’s L.R. 56(a)1
Stmt. ¶ 18; Def.’s L.R. 56(a)2 Stmt. ¶ 18) and that “[t]he delivery was final by the middle of
September, 2013.” (Pl.’s L.R. 56(a)1 Stmt. ¶ 19.) In September 2013, Bedeschi invoiced ASI for
the remaining 80% of the Purchase Price. (Pl.’s L.R. 56(a)1 Stmt. ¶ 21; Def.’s L.R. 56(a)2 Stmt.
¶ 21.) ASI did not pay, and on October 17, 2013, Bedeschi sent ASI a “Non-Payment Notice”
seeking full payment. (Pl.’s L.R. 56(a)1 Stmt. ¶ 21.) ASI denies that it was obligated to pay the
remaining 80% of the Purchase Price upon delivery of the Equipment, arguing that under the
Purchase Order, it had the right to inspect and reject goods that were not fit for their intended
purpose; could seek a reduction in price for goods not accepted; and was entitled to

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indemnification from Bedeschi for any liabilities it incurred due to defective materials or breach
of warranties. ASI also argues that, under the Purchase Order, it was obligated to make payment
only after it had inspected and accepted the Equipment. (Def.’s L.R. 56(a)2 Stmt. ¶¶ 16, 19, 21.)
In a letter dated October 28, 2013, Leidos indicated that it would “back-charge” ASI $7,106.23
for repairs to the Equipment, and that it refused to accept the Equipment as of that date. (Hamlin
Decl. ¶ 26.)
ASI finally paid Bedeschi $580,000 “as a proposed partial payment for the Equipment.”
(Pl.’s L.R. 56(a)1 Stmt. ¶ 22.) ASI sought to condition payment of the remaining $205,800 on
the Equipment being operational, and requested that Bedeschi execute a “Conditional Waiver
and Release Upon Partial Payment” (the “Release”). (Pl.’s L.R. 56(a)1 Stmt. ¶ 22; Def.’s L.R.
56(a)2 Stmt. ¶ 22.) Bedeschi responded to the proposed partial payment by letter dated October
31, 2013, and explained that Bedeschi would be willing to accept the partial payment, but would
not sign the Release. (Pl.’s L.R. 56(a)1 Stmt. ¶ 23; Def.’s L.R. 56(a)2 Stmt. ¶ 23.) The letter also
stated that the parties’ agreement “did not contain a provision which allowed ASI to withhold
payment of the unpaid balance until the Equipment was operational.” (Pl.’s L.R. 56(a)1 Stmt. ¶
23; Def.’s L.R. 56(a)2 Stmt. ¶ 23.) Nevertheless, Bedeschi proposed that ASI escrow the
$205,800 and pay Bedeschi out of the escrow account once the Equipment was operational.
(Pl.’s L.R. 56(a)1 Stmt. ¶ 23; Def.’s L.R. 56(a)2 Stmt. ¶ 23.) The letter set a deadline of
November 4, 2013, for ASI to make a decision. (Pl.’s L.R. 56(a)1 Stmt. ¶ 23; Def.’s L.R. 56(a)2
Stmt. ¶ 23.) After receiving no response, Bedeschi followed up with another letter to ASI, dated
November 14, 2013. (Pl.’s L.R. 56(a)1 Stmt. ¶ 24; Def.’s L.R. 56(a)2 Stmt. ¶ 24.) This letter
repeated the points in the October letter, and stated “that if ASI did not indicate soon that the
$580,000.00 check was sent in error, [Bedeschi] would deposit the check and insist on full

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payment of the remaining $205,800.00.” (Pl.’s L.R. 56(a)1 Stmt. ¶ 24; Def.’s L.R. 56(a)2 Stmt. ¶
24.) On November 14, Hamlin responded to the letter by e-mail to Turano explaining that: ASI
would not require the execution of the Release, Bedeschi should feel free to deposit the
$580,000.00 check, and ASI would not escrow the remaining money. Hamlin ended his email
with the statement, “Let’s get the unit operational so we all feel comfortable.” (Pl.’s L.R. 56(a)1
Stmt. ¶ 25; Def.’s L.R. 56(a)2 Stmt. ¶ 25.)
Bedeschi deposited the check for $580,000, and continued to demand payment of the
$205,800 balance. (Hamlin Decl. ¶ 27.) ASI advised Bedeschi that Leidos had not accepted the
Equipment and advised Bedeschi to “get the Equipment operational.” (Hamlin Decl. ¶ 28.) The
Equipment became operational in January 2014. (Pl.’s L.R. 56(a)1 Stmt. ¶ 27; Def.’s L.R. 56(a)2
Stmt. ¶ 27.) Bedeschi initiated this action by filing its complaint on March 30, 2014. (See
Compl., ECF No. 1.) ASI then “filed a third-party complaint against Leidos on the basis that
money claimed by Bedeschi was being withheld from ASI by Leidos.” (Hamlin Decl. ¶ 30.) On
July 18, 2014, Leidos indicated that it was accepting the Equipment, and any payment it was
withholding from ASI was unrelated. (Hamlin Decl. ¶ 32.) On the same day, ASI voluntarily
dismissed Leidos as a third-party defendant in this action. (ECF No. 38.) On July 25, 2014,
Hamlin sent Turano a letter and a check for $162,193.77, and explained that ASI had
backcharges against the $205,800 balance. (Pl.’s L.R. 56(a)1 Stmt. ¶ 28; Def.’s L.R. 56(a)2 Stmt.
¶ 28.) Specifically, ASI withheld following amounts from the balance: $7,106.23 back-charged
by Leidos for costs to repair the Equipment; $9,000 for ASI’s internal engineering and
procurement efforts attempting simultaneously to expedite and mitigate the impact of Bedeschi’s
untimely performance; $17,500 for a fact-finding trip to Bedeschi’s facility in Italy to ascertain
the status of the order; and damages to the business relationship between ASI and Leidos due to

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Bedeschi’s late delivery, estimated at $10,000. (Hamlin Decl. ¶ 34.) Bedeschi rejected the check
for $162,193.77 and maintained that ASI owed the full amount of $205,800. (Pl.’s L.R. 56(a)1
Stmt. ¶ 29; Def.’s L.R. 56(a)2 Stmt. ¶ 29.) On October 8, 2014, Bedeschi obtained an affidavit
from William A. Kelsey—an employee of Leidos—which stated that Leidos had accepted the
Bedeschi equipment and paid ASI in full, and was not withholding money or asserting any
claims against ASI related to the Equipment. (Affidavit of William A. Kelsey, ECF No. 53.) On
November 10, 2014, Hamlin sent Turano a letter and a check for $205,800, which was the
amount Bedeschi had maintained it was owed. 2 (Pl.’s L.R. 56(a)1 Stmt. ¶ 30; Def.’s L.R. 56(a)2
Stmt. ¶ 30.) Although Leidos has not asserted claims for liquidated damages, late charges, or
penalties against ASI related to the Equipment, it has not paid ASI in full. (Def.’s L.R. 56(a)2
Stmt. ¶ 36.) ASI initiated a lawsuit against Leidos on June 1, 2015, to recover $147,939.34 that
Leidos still owed ASI. (Def.’s L.R. 56(a)2 Stmt. ¶ 31.)
B.

Bedeschi’s Complaint

Bedeschi’s complaint provides the following description of its breach of contract claim:
(1) Bedeschi and ASI entered into a valid and enforceable contract for the purchase of the
Equipment (ECF No. 1, Compl. ¶ 33); (2) under the contract, ASI was required to pay Bedeschi
10% of the Purchase Price as a down payment, 10% of the Purchase Price upon the delivery of
certain certified drawings, and 80% of the Purchase Price upon delivery of the Equipment (id. ¶
14); (3) ASI did, in fact, pay 10% of the Purchase Price as a down payment and 10% of the
Purchase Price upon Bedeschi’s delivery of certain certified drawings (id. ¶ 19); (4) the
Equipment was manufactured and delivered according to the contract (id. ¶ 35); and (4) ASI
2

Bedeschi has an outstanding claim for attorneys’ fees. The Purchase Order includes a provision
allowing the prevailing party to recover attorneys’ fees.

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failed to pay the full 80% balance (i.e., it still owes $205,800), which breached the parties’
contract and caused Bedeschi damages. (Id. ¶¶ 35-37.) Bedeschi did not amend its complaint or
file a reply brief.
II.

LEGAL STANDARD
Summary judgment is appropriate only when “the movant shows that there is no genuine

dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed. R.
Civ. P. 56(a). The moving party bears the burden of demonstrating that no genuine issue exists as
to any material fact. See Celotex Corp. v. Catrett, 477 U.S. 317, 323–25 (1986). If the moving
party carries its burden, “the opposing party must come forward with specific evidence
demonstrating the existence of a genuine dispute of material fact.” Brown v. Eli Lilly & Co., 654
F.3d 347, 358 (2d Cir. 2011) (citation omitted). “A dispute regarding a material fact is genuine if
the evidence is such that a reasonable jury could return a verdict for the nonmoving party.”
Williams v. Utica Coll. of Syracuse Univ., 453 F.3d 112, 116 (2d Cir. 2006) (internal quotation
marks and citation omitted). “The mere existence of a scintilla of evidence in support of the
[non-movant’s] position will be insufficient; there must be evidence on which the jury could
reasonably find for the [non-moving party].” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 252
(1986) (internal citations and quotation marks omitted). “[T]he court must assess the record in
the light most favorable to the non-movant and . . . draw all reasonable inferences in [the nonmovant’s] favor.” Weinstock v. Columbia Univ., 224 F.3d 33, 41 (2d Cir. 2000) (internal
quotations and citations omitted).
III.

DISCUSSION 3

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The provision in the Purchase Order governing disputes states that, “[i]f no Prime Contract’s
dispute resolution provision governs, the dispute shall be resolved by litigation in the Circuit
9

A. Count One – Breach of Contract
Bedeschi argues that the parties’ contract required that ASI pay Bedeschi the outstanding
balance of 80% of the Purchase Price of the Equipment upon delivery, and that ASI “clearly
breached” the agreement by failing to do so before Bedeschi filed suit in March 2014. (Pl.’s
Brief, ECF No. 50 (“Pl.’s Br.”) at 9-10.)
There is a genuine issue of material fact as to which payment provisions govern the
parties’ agreement and whether ASI breached those provisions by failing to pay Bedeschi
promptly after delivery. The Purchase Order, which is signed by both parties, states that “KC-69
rev02 pg. 1-18” forms a part of the Purchase Order and is “attached hereto.” (ECF No. 59-2.)
Pages 1-18 of the AS SOLD offer exclude the Sales Conditions, suggesting that the payment
schedule of “10% Down with the Purchase Order,” “10% Upon our delivery of certified
drawings,” and “80% Upon the delivery of the equipment (FOB Plainfield, Connecticut)” (ECF
No. 1-1 at 21; ECF No. 52 at 28) was not part of the parties’ agreement. But it is not clear from
the record which, if any, documents were actually attached to the Purchase Order when the
parties signed it. Further, the parties’ conduct—specifically ASI’s payment of the first two 10%
installments in accordance with the schedule set forth in the “Payment” condition on page 20 of
the AS SOLD offer, as well as Bedeschi’s demand for the remaining 80% upon delivery in

Court of Yellowstone County, Montana. Montana law shall govern such disputes.” (Def.’s Ex. B,
ECF No. 59-2 at 5.) The Prime Contract is not in the record, and neither party has challenged
venue in this Court or the application of Connecticut law to this dispute. (See Compl., ECF No.
1; Answer, ECF No. 18; Defendant’s Opposition Brief, ECF No. 58 (“Def.’s Opp. Br.”) at 9.)
Bedeschi asserts that Conn. Gen. Stat. § 42-158m “dictates that Connecticut is the proper forum
for adjudication of any disputes related to the construction contract and requires that Connecticut
law be applied to the same.” (Compl., ECF No. 1 ¶ 6.) While it is not clear that the parties’
contract is a “construction contract,” neither party has briefed these issues or argued against the
application of Connecticut law. Therefore, I proceed on the parties’ assumption that Connecticut
law applies.

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September 2013—suggests that the parties intended to follow the 10%-10%-80% payment
provision. In short, there is a genuine dispute about which payment provisions govern the
parties’ agreement: the Sales Condition stating that ASI owed Bedeschi “80% of the Purchase
Price upon delivery” (Pl.’s L.R. 56(a)1 Stmt. ¶ 11; Def.’s L.R. 56(a)2 Stmt. ¶ 11) or the
provision from the Purchase Order, which states that “[p]ayment shall be made by Buyer only
after . . . inspection and acceptance of the materials, equipment work or goods . . . .” (Def.’s Ex.
B, ECF No. 59-2 at 4.)
In addition, ASI’s conduct—making partial payment and seeking to condition payment of
the remaining $205,800 on the Equipment being operational—suggests that there is a factual
dispute concerning whether ASI accepted the Equipment after delivery, and was therefore
obligated to pay Bedeschi under the Purchase Order before Bedeschi filed this action.
Because there is not enough evidence in the record to make clear which payment terms
governed the parties’ agreement, and whether ASI actually accepted the Equipment before this
lawsuit was filed, Bedeschi has not met its burden of showing that there is no genuine dispute as
to any material fact and that it is entitled to judgment as a matter of law. Therefore, I deny
summary judgment to Bedeschi on Count One.
B. Count Four – Violation of CUTPA
Bedeschi argues that “ASI’s trumped up excuses not to pay Bedeschi were intentionally
false and misleading” and were “unethical, oppressive, and unscrupulous” such that ASI violated
CUTPA. (Pl.’s Br. at 10-13.) CUTPA provides 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.” Conn. Gen. Stat. § 42–110b(a). “Any person who suffers any ascertainable loss of
money or property, real or personal, as a result of the use or employment of a method, act or

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practice prohibited by section 42-110b, may bring an action” under CUTPA. Conn. Gen. Stat.
Ann. § 42-110g(a). A practice is considered unfair if (1) it “offends public policy”; (2) “it is
immoral, unethical, oppressive, or unscrupulous”; (3) or “it causes substantial injury to
consumers. . . . A practice may be unfair because of the degree to which it meets one of the
criteria or because to a lesser extent it meets all three.” Ramirez v. Health Net of Ne., Inc., 285
Conn. 1, 19 (2008). (citations omitted).
As stated above, there is a genuine issue of material fact as to whether ASI breached the
parties’ contract. But even if it did, that alone would not be enough for a CUTPA claim. “A
simple breach of contract does not offend traditional notions of fairness and, standing alone, does
not offend public policy so as to invoke CUTPA. A CUTPA claim lies where the facts alleged
support a claim for more than a mere breach of contract.” Piao v. Smith, No. 3:11CV1853 HBF,
2014 WL 7270290, at *13 (D. Conn. Dec. 18, 2014) (citation omitted). Bedeschi has not met its
burden of showing, as a matter of law, that ASI’s excuses for failing to make full payment were
“intentionally false and misleading” such that ASI violated CUTPA. Therefore, I deny summary
judgment to Bedeschi on Count Four.
IV.

CONCLUSION
For the foregoing reasons, the Court DENIES Plaintiff’s motion for summary judgment.

(ECF No. 49.)

IT IS SO ORDERED.
/s/
Michael P. Shea, U.S.D.J.
Dated:

Hartford, Connecticut
March 25, 2016

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