D2E Holdings, LLC v. Corp. for Urban Home Ownership of New Haven

Syllabus

The plaintiff sought to recover damages from the defendant for breach of contract in connection with a real estate contract in which the plaintiff agreed to purchase from the defendant certain residential units. The real estate contract required the plaintiff to obtain mortgage financing by a certain date and mandated that the defendant provide to the plaintiff various documents, to the extent such documents were existing and available. The defendant did not supply all of the documents requested by the plaintiff because certain documents did not yet exist. The closing date expired and the plaintiff never obtained mortgage financing. The plaintiff commenced this action alleging that the defendant breached the implied covenant of good faith and fair dealing by failing to provide it with the necessary documents for it to obtain mortgage financing and by retaining the plaintiff's deposit without intent to transfer title to the units. The defendant impleaded B Co. into the action by way of a third- party complaint. B Co. and the defendant had attempted to enter into a property management agreement. B Co., however, did not exist as a corporate entity on the date that the agreement was executed. P, a manager of B Co., signed the agreement, despite the fact that P was not a party to the agreement. B Co. filed a third-party counterclaim against the defendant alleging that the defendant breached the manage- ment agreement and was unjustly enriched when it failed to pay B Co. for all of its services. After a trial to the court, the trial court found in favor of the defendant as to the plaintiff's claim alleging breach of the implied covenant of good faith and fair dealing, concluding that the defendant had no obligation to provide the plaintiff with documents that did not exist. The court rendered judgment in favor of the defendant as to B Co.'s breach of contract claim on the ground that the management agreement was a ''nullity'' because B Co. did not exist when the manage- m