Johnson v. Vita Built, LLC

Citations

• 217 Conn. App. 71

Syllabus

The plaintiff property owners brought an action against the defendants, a contractor and an architect, alleging, inter alia, breach of contract. The plaintiffs owned real property in Westport and hired the defendants to design and build a new home on the property with the goal of selling the redeveloped property for a profit. During the course of their working relationship, the parties executed a contract for the construction of the new residence. Pursuant to the construction contract, the defendants agreed to design and construct the new home and provide related ser- vices for a fee. Later that month, the defendants agreed, by letter, as a part of the parties' ongoing discussions, to reduce their fees (fee reduc- tion letter). More than one year later, the parties entered into a separate agreement titled ''Additional Fee and Profit Sharing Agreement'' (2019 agreement), which incorporated by reference the construction contract and the fee reduction letter. The 2019 agreement included a section titled ''Additional Fee and Profits/Losses,'' which provided that the par- ties would share in ''all profits . . . and all losses'' associated with the sale of the property, defined ''profits'' as net profits and set forth in detail how net profits would be calculated, and provided that the previously reduced fees would be reinstated and that, after certain enumerated expenses were paid, any remaining funds would be allocated among the parties on a percentage basis. The 2019 agreement did not contain language defining the term ''losses'' or explaining how losses, if any, would be determined and calculated or apportioned among the parties. The property was ultimately sold at a loss, and the parties disagreed about what effect this shortfall meant relative to the parties' financial stakes as expressed in their contracts. The defendants claimed that they had no obligation under the terms of the 2019 agreement to share in any shortfall. The plaintiffs took the position that the ''