Crabtree v. Hope's Windows Inc et al

Filing 52

ORDER granting 46 Motion for Summary Judgment; denying 49 Motion to Amend/Correct. Signed by Judge Victor A. Bolden on 11/29/2018. (Washington, Gregory)

UNITED STATES DISTRICT COURT
DISTRICT OF CONNECTICUT

ROBERT E. CRABTREE, JR.,
Plaintiff,
v.

No. 3:17-cv-01709 (VAB)

HOPE’S WINDOWS, INC., et. al.,
Defendants.

RULING AND ORDER ON PENDING MOTIONS
Robert E. Crabtree, Jr. (“Mr. Crabtree”), has sued Hope’s Windows, Inc. (“Hope’s
Windows”) for breach of warranty under the Federal Warranties Act and breach of contract
under Connecticut law.
For the following reasons, Hope’s Windows motion for summary judgment is
GRANTED, and Mr. Crabtree’s motion to amend the Complaint is DENIED.
I.

FACTUAL AND PROCEDURAL BACKGROUND
A.

Factual Allegations

Mr. Crabtree allegedly owns property located at 918 North Street in Greenwich,
Connecticut. Second Am. Compl. ¶ 1, ECF No. 49-2 (“Second Am. Compl.”). In December
2005, Mr. Crabtree allegedly bought windows and doors through a general contractor. Id. at ¶ 4.
The windows and doors, manufactured by Hope’s Windows, allegedly came with a lifetime
warranty. Id. at ¶ 6.
By 2008, Mr. Crabtree allegedly moved into the home. Id. at ¶ 8. Over the following
months, Mr. Crabtree allegedly discovered that windows and door frames were not properly
installed, frames were missing pieces, door bucks were not properly set, and some windows were
inoperable. Id.
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In 2010, Mr. Crabtree sued Hope’s Windows and the general contractor, Bright Window
Specialists, Inc, in state court. Id. at ¶ 9. The parties eventually settled the state court action, and
the Settlement Agreement provided a general release of the parties from “all claims from the
beginning of time to the date of the release.” Id. at ¶ 10. The agreement also stated that it was the
“full and final satisfaction of any and all claims that CRABTREE has or may have against
HOPE’S . . .” Settlement Agreement, Bright Br., Ex. C, ECF No. 20, at 28–29.
In February 2017, windows and doors allegedly began to spontaneously fracture. Second
Am. Compl., at ¶ 11. In late summer 2018, other glass seals allegedly breached, which caused
the glass to fill with fog and water. Id. at ¶ 11.
B.

Procedural History

On September 26, 2017, Mr. Crabtree sued Hope’s Windows and the general contractor
in Connecticut Superior Court. ECF No. 1–2. The general contractor removed the case to this
Court. ECF No. 1.
On January 16, 2018, Mr. Crabtree moved to amend the Complaint. ECF No. 19. And the
general contractor moved to dismiss for failure to state a claim and sanctions. ECF Nos. 20, 31.
This Court dismissed Mr. Crabtree’s breach of contract, breach of implied warranty, and
revocation, and then remanded the remaining claims to Connecticut superior Court. ECF No. 40.
The Court also denied the motion general contractor’s motion for sanctions. Id.
Hope’s Windows also moved to dismiss, which the Court denied. ECF Nos. Nos. 35, 40.
On March 1, 2018, Mr. Crabtree moved for entry of default judgment against Hope’s
Windows. The Court denied this motion. ECF No. 40.

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II.

STANDARD OF REVIEW
A.

Summary Judgment

A motion for summary judgment will be granted if the record shows no genuine issue 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 initial burden of establishing the absence of a genuine dispute
of material fact. Celotex Corp. v. Cartrett, 477 U.S. 317, 323 (1986). The non-moving party may
defeat the motion by producing sufficient specific facts to establish that there is a genuine issue
of material fact for trial. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249 (1986). “[T]he mere
existence of some alleged factual dispute between the parties will not defeat an otherwise
properly supported motion for summary judgment; the requirement is that there be no genuine
issue of material fact.” Id. at 247–48. The moving party may satisfy this burden by pointing out
to the district court an absence of evidence to support the nonmoving party’s case. See PepsiCo,
Inc. v. Coca-Cola Co., 315 F.3d 101, 105 (2d Cir. 2002) (per curiam).
When a documentary evidence and sworn affidavits support a motion for summary
judgment and “demonstrate[] the absence of a genuine issue of material fact,” the nonmoving
party must do more than vaguely assert the existence of some unspecified disputed material facts
or “rely on conclusory allegations or unsubstantiated speculation.” Robinson v. Concentra
Health Servs., Inc., 781 F.3d 42, 44 (2d Cir. 2015) (citation omitted). The party opposing the
motion for summary judgment “must come forward with specific evidence demonstrating the
existence of a genuine dispute of material fact.” Id.; see also Atkinson v. Rinaldi, 3:15-cv-913
(DJS), 2016 WL 7234087, at *1 (D. Conn. Dec. 14, 2016) (holding nonmoving party must
present evidence that would allow reasonable jury to find in his favor to defeat motion for
summary judgment); Pelletier v. Armstrong, 3:99-cv-1559 (HBF), 2007 WL 685181, at *7 (D.

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Conn. Mar. 2, 2007) (“[A] nonmoving party must present ‘significant probative evidence to
create genuine issue of material fact.’”) (quoting Soto v. Meachum, 3:90-cv-270 (WWE), 1991
WL 218481, at *6 (D. Conn. Aug. 28, 1991)).
Any inferences drawn from the facts must be done in the light most favorable to the party
opposing the summary judgment motion. Dufort v. City of New York, 874 F.3d 338, 343 (2d Cir.
2017). Conclusory allegations or denials will not be credited. Brown v. Eli Lilly & Co., 654 F.3d
347, 358 (2d Cir. 2011). After drawing all inferences in favor of the non-moving party, if no
reasonable trier of fact could find in the non-movant’s favor and the moving party is entitled to
judgment as a matter of law, the summary judgment motion will be granted. Matsushita Elec.
Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587-88 (1986).
B.

Amended Complaint

After a party files a responsive pleading, “a party may amend its pleading only with the
opposing party’s written consent or the court’s leave.” FED. R. CIV. P. 15(a)(2). Rule 15, which
calls for leave “when justice so requires,” has been applied liberally to “facilitate a proper
decision on the merits.” Foman v. Davis, 371 U.S. 178, 182 (1962) (quoting Conley v. Gibson,
355 U.S. 41, 48 (1957)); Monahan v. N.Y. City Dept. of Corr., 214 F.3d 275 (2d Cir. 2000)
(same). Courts usually consider “undue delay, bad faith or dilatory motive on the part of the
movant, repeated failure to cure deficiencies by amendments previously allowed, undue
prejudice to the opposing party by virtue of allowance of the amendment, [and] futility of
amendment” when deciding whether to grant leave to amend. Foman, 371 U.S. at 182.
Although Courts apply Rule 15 liberally, “Rule 16(b) may limit the ability of a party to
amend a pleading if the deadline specified in the scheduling order for amendment of the
pleadings has passed. Kassner v. 2nd Ave. Delicatessen Inc., 496 F.3d 229, 243 (2d Cir. 2007);

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FED. R. CIV. P. 16(b). Under the Rule 16(b) standard, a party may obtain a modification of the
scheduling order only “upon a showing of good cause.” Id.
III.

DISCUSSION
A.

Summary Judgment

Under Connecticut law, “the determination of what the parties intended by their
contractual commitments is a question of law” where there is definitive contract language.
Niehus v. Cowles Bus. Media, Inc., 263 Conn. 178, 188 (2003). A “contract must be construed to
effectuate the intent of the parties,” which can be ascertained by a fair and reasonable
construction of the written words and . . . the language used must be accorded its common,
natural, and ordinary meaning and usage where it can be sensibly applied to the subject matter of
the contract.” Id. When the contract is “clear and unambiguous, the contract is given effect
according to its terms.” Id.
Hope’s Windows argues that it entered into a Settlement Agreement with Mr. Crabtree,
providing for “full and final satisfaction of any and all claims Crabtree has or may have against
Hope . . .” Hope’s Windows argues that all potential claims against Hope’s Windows were
discharged by the consideration and mutual promises in the Settlement Agreement, including
claims unforeseen at the time of execution or whether Mr. Crabtree knew about the claims, and
absolved Hope’s Windows of liability here.
Hope’s Windows also argues that the statute of limitations has passed for a civil action.
Mr. Crabtree received the windows and doors by 2008, making Mr. Crabtree’s breach of
Warranty time-barred under CONN. GEN. STAT. § 52-576, a statute with a six-year statute of
limitations period, a period which expired before the filing of this lawsuit.

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Finally, Hope’s Windows argues that claim preclusion prohibits the parties from
relitigating issues that Mr. Crabtree could have raised during the state action.
In response, Mr. Crabtree argues that the earlier settlement cannot, as a matter of law,
modify the lifetime warranty, citing 15 U.S.C. § 2304, and that at least this issue creates a triable
issue of fact. Mr. Crabtree also argues that the statute of limitations began tolling in February
2017, when he discovered the problem, not when Bright Windows installed the windows and
doors. The Court disagrees.
Here, the contract terms are both clear and unambiguous. Mr. Crabtree and Hope’s
Windows were both parties to the settlement agreement. ECF No. 20, at 28. The agreement states
that “in consideration of the mutual promises contained herein and other good and valuable
consideration, . . . the parties to this Agreement, their agents, successors and assigns, are desirous
to settle, release and discharge any and all claims . . .” Id. Specifically, the agreement
memorialized that the settlement was the “full and final satisfaction of any and all claims that
CRABTREE has or may have against HOPE’S . . .” Id. at 28–29. The Settlement Agreement also
included “[a]ll agreements and understandings by and between the parties . . . and supersedes all
prior and contemporaneous negotiations and agreements, oral or written.” Id. at 30. This clear
and unambiguous agreement resolved the earlier state court lawsuit
This “final judgment forecloses successive litigation of the very same claim, whether or
not relitigation of the claim raises the same issues as the earlier suit.” Taylor v. Sturgell, 553 U.S.
880, 892 (2008) (quoting New Hampshire v. Maine, 532 U.S. 742, 748 (2001)). “The doctrine [of
claim preclusion] precludes not only litigation of claims raised and adjudicated in a prior
litigation between the parties (and their privies), but also of claims that might have been raised in
the prior litigation but were not.” Marcel Fashions Grp., Inc. v. Lucky Brand Dungarees, Inc.,

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779 F.3d 102, 108 (2d Cir. 2015). Claim preclusion requires the satisfaction of three elements:
“(i) an earlier action resulted in an adjudication on the merits; (ii) that earlier action involved the
same counterparty or those in privity with them; and (iii) the claim sought to be precluded was
raised, or could have been raised, in that earlier action.” Marcel Fashions Grp., Inc. v. Lucky
Brand Dungarees, Inc., 989 F.3d 232, 237 (2d Cir. 2018) (“Marcel II”). This case includes each
of these elements.
First, the state court action was an adjudication on the merits. Settlements may have a
preclusive effect, depending on the “intent of the parties to the settlement.” Greenberg v. Bd. of
Governors of Fed. Reserve Sys., 968 F.2d 164, 168 (2d Cir. 1992); Duran v. Kiley, 586 Fed.
App’x. 598, 599 (2d Cir. 2013) (“The settlement in the earlier litigation was embodied in a final
judgment on the merits”). Here, the parties intended for the settlement to be a “full and final
satisfaction of all claims that CRABTREE has or may have against HOPE’S.” See ECF No. 20,
at 28–29. A necessary condition of this agreement was execution of a withdrawal of action from
the Superior Court of Connecticut Action of Robert E. Crabtree Jr. v. Hope’s Windows, Inc.,
Docket No.: FST-CV 10-6003789-S. Id. at 30. The Settlement Agreement therefore constituted
an adjudication on the merits based on the “intent of the parties.” See Greenberg, 968 F.2d at
168.
Second, the state action involved the same parties as the current federal lawsuit. The
parties to the settlement agreement were “ROBERT E. CRABTREE, JR., [] HOPE’S
WINDOWS INC.[,] . . . and BRIGHT WINDOW SPECIALISTS, INC.” See ECF No. 20, at 28.
While the Court dismissed the claims against Bright Window Specialists, Inc., see ECF No. 40,
Robert E. Crabtree and Hope’s Windows remain parties in this case. As a result, “that earlier
action involved the same counterparty” as the current action. See Marcel II, 989 F.3d at 237.

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Third, Mr. Crabtree could have brought this claim during the state action. “Claim
preclusion prevents a party from litigating any issue or defense that could have been raised or
decided in an earlier lawsuit, even if the issue or defense was not actually raised or decided.”
Clarke v. Frank, 960 F.2d 1146, 1150 (2d Cir. 1992); see also Marcel II, 898 F.3d at 237
(applying claim preclusion to defenses). Here, the underlying facts of the second federal claim
were all present during the first state-law claim. Mr. Crabtree purchased windows from a general
contractor, which Hope’s Windows manufactured, and those windows were defective. ECF No.
40, at 3 (referencing the Connecticut Superior Court cause of action). That parties settled that
case on May 17, 2010, which extinguished the first claim. Mr. Crabtree is now alleging that the
same windows and doors are defective. Id. at 4. While the more recent issue of spontaneous
fracturing may be new, the claims regarding the defectiveness of these windows and doors are
not; they were expressly addressed in the earlier lawsuit.
Because all three elements of claim preclusion have been satisfied, Mr. Crabtree’s claim
against Hope’s Windows is precluded now.
B.

Amended Complaint

Notwithstanding the deficiency of the current lawsuit, Mr. Crabtree seeks leave to amend
his lawsuit and (1) incorporate the Court’s prior disposition and remand of the general
contractor, Bright Windows; (2) clarify the claims under the Federal Warranty Act; and (3) assert
the breach of Hope’s Windows’ lifetime warranty.
In this proposed amended complaint, Mr. Crabtree alleges that Hope’s Windows
breached its lifetime warranty and violated the Federal Warranties Act. Beginning in February
2017, glass windows have allegedly shattered, and waterproof door seals have allegedly begun to
leak. Mr. Crabtree asserts that Hope’s Windows failed to honor a lifetime warranty made with

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Mr. Crabtree and that the settlement agreement from the first lawsuit does not vitiate this
particular claim. Mr. Crabtree also claims a breach of contract under a similar theory.
In response, Hope’s Windows argues that the Second Amended Complaint is untimely;
Rule 16(b) limits the ability of the party to amend pleadings after a scheduling order deadline.
ECF No. 50, at ¶ 3 (citing Kassner, 496 F.3d at 243). Absent a good cause showing, Hope’s
Windows argues that the motion to amend should be denied.
Hope’s Windows further argues that CONN. GEN. STAT. § 52-577(a) bars the breach of
warranty claim because the three-year statute of limitations has expired and that the lawsuit
should have been brought within three years of when the injury is “first sustained or discovered
or in the exercise of reasonable care has been discovered.” CONN. GEN. STAT. § 52-577(a). In any
event, because Hope’s Windows argues that the Settlement Agreement and Release discharges
Hope’s Windows from “all actions, claims, and causes of action . . . from the beginning of the
world to the day of the date of this RELEASE,” the Settlement and Release Agreement
precluded any claim that could have flowed from the state action, including this alleged lifetime
warranty claim. Finally, Hope’s Windows argues that it had no contractual obligation to Mr.
Crabtree because the contractual relationship was between Mr. Crabtree and Bright Windows
Specialists, the general contractor. The Court agrees.
Under Connecticut law, the test for determining whether there is a right of action against
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,” with that intent being “determined from the
terms of the contract read in light of the circumstances attending its making . . .” Pelletier v.
Sardoni/Skanska Const. Co., 264 Conn. 409, 531 (2003). Here, Mr. Crabtree has made no
showing that Hope’s Windows had a third-party obligation to the contract between Mr. Crabtree

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and Bright Window Specialists. Without an agreement, Hope’s Windows has no third-party
obligation to the contract between Mr. Crabtree and Bright Window Specialists.
Here, the Second Amended Complaint alleges a breach of contract on the theory that Mr.
Crabtree, in part, chose his windows because of Hope’s Windows’ warranty. See First Am.
Compl., at ¶ 22, ECF No. 19; Second Am. Compl., at ¶ 6–8, ECF No. 49-2. The Second
Amendment Complaint, however, states that the contract was both bargained for between Mr.
Crabtree and Bright Windows, as the general contractor. Second Am. Compl., at ¶ 5. None of
those allegations, even if true, create a contractual relationship for the Court to enforce. There is
no clear and unambiguous contract between Mr. Crabtree and Hope’s Windows for the Court to
interpret. The Court therefore cannot make a finding for a breach of contract because the only
contractual relationship between the parties is unrelated to the contractual liability asserted by
Mr. Crabtree. See Talmadge Bros., Inc. v. Iroquois Gas Transmission Sys., L.P., 252 Conn. 479,
498–99 (2000) (“As with any question of contractual interpretation, our initial guide must be the
actual words used in the contract”).
Under 15 § 2304, “when a warrantor breaches a ‘full’ written warranty, the plaintiff is
entitled to a refund or replacement without charge for the defective product.” Pyskaty v. Wide
World of Cars, LLC, 856 F.3d 216, 223 (2d Cir. 2017); see also 15 U.S.C. § 2303(a)(1) (stating
that a written warranty shall be designated as “full” where it “meets the Federal minimum
standards for warranty set forth in section 2304”). The statute requires that a warranty either be
full or limited, with only full warranties receiving full refund or replacement protection. See
Pyskaty, 856 F.3d at 223 n. 12 (citing 15 U.S.C. § 2303). “In order for a written warranty to
qualify as a ‘full’ warranty, the warrantor: (1) must agree to remedy the defective product within
a reasonable time period and without charge; (2) may not impose any limitation on the duration

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of any implied warranty on the product; and (3) may not exclude or limit consequential damages
for breach of any written or implied warranty on the product, unless such exclusion or limitation
appears conspicuously on the face of the warranty.” See id.
According to the Second Amended Complaint, Hope’s Windows makes several
aspirational declarations:
Hope’s is committed to crafting windows and doors only from materials with
proven ability to last for a century or longer, while providing timeless aesthetic
appeal. Our solid steel and bronze windows and doors offer: Unmatched strength
and performance . . . Further, the inherent material strength, manufacturing
processes, and finishing techniques result in doors and windows that last and
sustain their beauty for generations.
Second Am. Compl., at ¶ 6. But these aspirations do not qualify as an agreement “to
remedy the defective product within a reasonable time period and without charge.” See
Pyskaty, 856 F.3d at 223 n. 12. Without an express statement to remedy any defective
products, there is no breach under the Federal Warranties law, notwithstanding the lack
of contractual relationship. See id (“The MMWA distinguishes between ‘full’ and
‘limited’ warranties and, subject to certain exemptions, requires that written warranties be
‘clearly and conspicuously designate[d]’ as one or the other . . . to qualify as a ‘full’
warranty, the warrantor: (1) must agree to remedy the defective product within a
reasonable time period and without charge”).
Finally, for the same reasons stated above, even if any of these claims did exist,
the Settlement Agreement and Release forever discharged Hope’s Windows for any
liability with respect to the windows and doors. Thus, the doctrine of claim preclusion
would foreclose all of these proposed claims against Hope’s Windows as well.
Because the amending of the Complaint yet again would be futile, the motion to amend
the Complaint will be denied. See Cuoco v. Moritsugu, 222 F.3d 99, 112 (2d Cir. 2000)
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(“Repleading would thus be futile. Such a futile request to replead should be denied”); Farzan v.
Bridgewater Assocs., No. 3:16-cv-00935 (SRU), 2017 WL 354685, at *13 (D. Conn. Jan. 24,
2017) (finding that “futile to permit Farzan to replead his allegation of breach of an oral
contract”).
IV.

CONCLUSION
For the foregoing reasons, Hope’s Windows’ motion for summary judgment is

GRANTED, and Mr. Crabtree’s motion to amend the complaint is DENIED.
SO ORDERED at Bridgeport, Connecticut, this 29th day of November 2018.
/s/ Victor A. Bolden
VICTOR A. BOLDEN
UNITED STATES DISTRICT JUDGE

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