Brett Stone Painting and Maintenance, LLC v. New England Bank
The Appellate Court in the 2012 case of Hartford v. McKeever, recognized that although 'an assignee generally does not assume the original responsibilities of the assignor, [it] may be liable…for [its] failure to perform obligations of the assignor which [it] has assumed.' Frederick Villar, to complete construction on his home, entered into a loan agreement and assignment of construction contracts with Apple Valley Bank & Trust Company. The agreement referenced Villar's construction contract with the plaintiff, Brett Stone Painting and Maintenance, LLC. The plaintiff brought this action against New England Bank, Apple Bank's successor, for breach of contract, seeking sums unpaid. The trial court rendered judgment for the plaintiff, awarding $61,852.14 plus $50,297.62 in attorneys' fees. The defendant appealed challenging the court's determination that the defendant 'stepped into the shoes' of Villar and breached the construction contract. The Appellate Court affirmed the judgment. The trial court properly determined that the defendant, as successor to Apple Bank, stepped into Villar's shoes. The assignment of the construction contract reflected a clear intent to permit the bank to assume Villar's obligations upon default. The trial court implicitly and reasonably found that Villar defaulted on the loan agreement. The court's determination was not clearly erroneous that Apple Bank exercised its option under the assignment to assume Villar's rights and obligations under the construction contract. Brett Stone, the plaintiff's manager, testified that, as work progressed, N. Robert Young, Apple Bank's representative, and not Villar, monitored his work. Stone testified to continuing the work in reliance on Young's assurances of payment. The trial court determined, as a matter of law, that the defendant was obligated to compensate the plaintiff for the work performed following Apple Bank's exercise of its option under the assignment. Based on the evidence, the finding was not clearly erroneous. The testimony and documentary evidence did not vary or contradict the terms of the assignment to run afoul of the parol evidence rule, as claimed. The defendant's contention that the assignment was void as a matter of law because the construction contract did not comply with the Home Improvement Act, C.G.S. §20-418, was rejected. A party seeking to utilize the act as a shield to liability, must plead it as a special defense. The defense was not specially pleaded. No waiver was found.