Villwell Builders I, LLC v. Pereira

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Villwell Builders I, LLC v. Pereira

VILLWELL BUILDERS I, LLC v.
PHIL PEREIRA ET AL.
VILLWELL BUILDERS I, LLC v.
ANDREW BIAGIONI ET AL.
VILLWELL BUILDERS I, LLC v.
JULIA WEXLER
VILLWELL BUILDERS I, LLC v.
KARRIE SADLER
(AC 48053)
Clark, Seeley and Eveleigh, Js.

Syllabus

The plaintiff home improvement contractor appealed from the trial court’s
judgments for the defendant condominium owners on their respective coun-
terclaims for breach of contract and negligence. The plaintiff had com-
menced a separate action for, inter alia, breach of contract against the
owners of each of four condominium units following the owners’ termination
of contracts to construct decks for their units. Prior to trial, the plaintiff
withdrew its complaint in each case, and the court consolidated the cases
for trial on the defendants’ counterclaims. On appeal, the plaintiff claimed,
inter alia, that the court improperly found that it had materially breached
the contracts it had entered with the respective defendants. Held:

The trial court’s finding that the plaintiff had materially breached the con-
tracts was not clearly erroneous, as the court’s finding that the delay in
construction was a material breach was supported by the evidence in the
record even though the contracts did not specifically provide that time was
of the essence in the completion of the construction projects.

The trial court improperly calculated the amount of damages that the defen-
dants could recover on their breach of contract counterclaims because the
defendants did not incur losses for which they could recover in contract,
as the court expressly found that no defendant paid more than the original
contract price for the completion of the work called for under the contracts,
and, accordingly, this court vacated the damages awards and remanded the
cases with direction to enter awards of nominal damages on the breach of
contract counterclaims.

To the extent that the trial court’s damages awards included any amounts
attributable to its finding that the plaintiff breached the implied covenant
of good faith and fair dealing, the court erred in issuing those awards, as
the defendants neither pleaded a claim for such a breach or alleged conduct
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Villwell Builders I, LLC v. Pereira
by the plaintiff that would support such a claim, and, accordingly, this court
vacated any such damages awards.

Argued September 15, 2025—officially released January 6, 2026

Procedural History

Action, in each of four cases, to recover damages
for, inter alia, breach of contract, and for other relief,
brought to the Superior Court in the judicial district of
Waterbury, where the defendants filed counterclaims;
thereafter, the court, Cordani, J., granted the defen-
dants’ motion to consolidate the cases for trial; subse-
quently, in each case, the plaintiff withdrew its com-
plaint; thereafter, the cases were tried to the court, M.
Rodriguez, J.; subsequently, the court, M. Rodriguez,
J., recused itself; thereafter, in each case, the court,
Cordani, J., rendered judgment in part for the defen-
dants on their counterclaim, from which the plaintiff
appealed to this court. Reversed in part; judgments
directed.
Michael S. Wrona, for the appellant (plaintiff).
Eddi Z. Zyko, for the appellees (defendants).
Opinion

CLARK, J. The present appeal arises out of four sepa-
rate actions commenced by the plaintiff home improve-
ment contractor, Villwell Builders I, LLC, against the
defendant condominium owners, Linda Biagioni, Andrew
Biagioni, Phil Pereira, Gina Pereira, Karrie Sadler and
Julia Wexler. The four cases were consolidated for trial.
The plaintiff appeals from the judgments rendered by
the trial court in favor of the defendants on their respec-
tive counterclaims for breach of contract and negli-
gence. On appeal, the plaintiff claims that the court
improperly (1) found that the plaintiff materially breached
the contracts by and between the plaintiff and the
respective defendants regarding certain construction
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Villwell Builders I, LLC v. Pereira

work to be completed on their condominiums; (2) calcu-
lated damages on the breach of contract counterclaims;
and (3) found that the plaintiff breached the implied
covenant of good faith and fair dealing and awarded
damages on the claim when no such claim was pleaded.1
We conclude that, although the trial court’s finding that
the plaintiff breached the contracts was not clearly
erroneous, it improperly calculated damages for the
breach of contract counterclaims. We therefore reverse
the judgments of the trial court as to the awards of
damages, vacate those awards, and remand the cases
with direction to award nominal damages to the defen-
dants on their breach of contract counterclaims.
The following facts and procedural history are rele-
vant to the resolution of this appeal. The plaintiff is a
home improvement contractor licensed in Connecticut.
The defendants own condominiums in Beach Shore
Village in Milford. Between October, 2020, and May,
2021, the plaintiff entered into four separate written
contracts with each of the defendant condominium
owners pursuant to which the plaintiff promised to
provide materials and services for the construction of
a second floor deck and an entrance and door leading
from the interior of each of the four condominiums
to the newly constructed decks. The contracts each
included the following provision: ‘‘Work shall com-
mence on TBD and shall be completed by within [thirty]
The plaintiff also claims that the court erred in awarding inconvenience
1

damages on the defendants’ negligence counterclaims. Although the court
rendered judgment in each case on both the breach of contract and negli-
gence counterclaims and stated that it was awarding damages in the ‘‘aggre-
gate,’’ it is clear from the memoranda of decision that the court awarded
damages only on the breach of contract counterclaims. The court found
that the proper measure of damages on the breach of contract claims was
‘‘equal to the amount of money paid by the [defendants] to [the plaintiff]’’
and, in each case, rendered judgment in the amount they paid the plaintiff
under the respective contracts. See footnote 4 of this opinion. As a result,
we need not address the plaintiff’s claim that the court erred in awarding
inconvenience damages on the defendants’ negligence counterclaims.
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days, so long as there are no delays due to receipt
of materials, labor men, service suppliers and/or acts
of God.’’
Before the plaintiff could commence work, the defen-
dants first needed to obtain approvals from their condo-
minium association and the plaintiff needed to obtain
building permits from the city of Milford (city). Each
of the contracts provided that an initial deposit was
due upon signing, a second amount was due upon
approval of the respective project by the condominium
association and the issuance of a permit for the project
by the city, and the final amount was due upon comple-
tion of the project. The approvals were obtained from
the condominium association in February, 2021. Subse-
quently, in April, 2021, the plaintiff obtained from the
city’s building official permits for three of the four
decks. Although the plaintiff could have obtained build-
ing permits for both the decks and the construction
and installation of the entrances and doors for each of
the four condominiums, it instead elected to obtain
permits only for the decks at that time. The defendants
each paid the amounts due upon contract signing and
upon approval by the condominium association and the
issuance of the permits by the city, which constituted
approximately one half of the total contract price. The
plaintiff commenced work on all four of the decks in
May, 2021.2 The decks were built together as a group,
rather than one at a time. The plaintiff worked on each
phase of construction for all four of the decks before
moving on to the next phase of construction for the
four decks.
Although the plaintiff’s representative, John Rain-
ville, testified at trial that the decks were substantially
2
At trial, the plaintiff admitted that it did not obtain a building permit
for the deck to Wexler’s condominium until after commencing work on
that deck.
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completed in July, 2021, additional work was required
after that time in order to obtain the approval of the
city’s building inspector. The decks eventually passed
inspection on September 15, 2021, but only after failing
to pass prior inspections. Additionally, by the end of
July, 2021, and notwithstanding the provisions of the
contracts requiring all work to be completed within
thirty days, the plaintiff still had not sought or obtained
from the city the necessary permits for the construction
and installation of the entrances and doors and, thus,
had not begun work on that phase of the projects. The
defendants terminated the contracts in early August,
2021, before the plaintiff began work on the entrances
and doors.
Following their termination of the contracts, the
defendants refused to pay the plaintiff any outstanding
amounts due under the respective contracts.3 Neverthe-
less, the plaintiff continued to work on the decks until
it obtained the final approvals from the city in Septem-
ber, 2021.
The defendants, meanwhile, retained another home
improvement contractor, Magilla Construction (Magi-
lla), to complete the projects. Magilla obtained permits
for the construction of the entrances and installation
of the doors from the city in August, 2021. Magilla com-
pleted that work, and the city eventually approved the
The undisputed facts presented at trial and the findings of the trial court
3

indicate the following contract prices and payments. The Biagionis’ total
contract price with the plaintiff to build the deck and entrance and door was
$16,500. The Biagionis paid the plaintiff $8000 and paid Magilla Construction
(Magilla) $7900 to complete the entrance and door, totaling $15,900. The
Perieras’ total contract price with the plaintiff was $16,500, and they paid
$8250 to the plaintiff and $6500 to Magilla to complete the entrance and
door, totaling $14,750. Wexler’s total contract price with the plaintiff was
$19,500, and she paid $9750 to the plaintiff and $7000 to Magilla to complete
the entrance and door, totaling $16,750. Sadler’s total contract price with
the plaintiff was $18,300, and she paid $9150 to the plaintiff and $7000 to
Magilla to complete the entrance and door, totaling $16,150.
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work for all four condominium units: three of the entrances
and doors were approved on October 19, 2021, and one
was approved in December, 2021.
On April 6, 2022, the plaintiff commenced each of
these actions against the defendants by way of a two
count complaint sounding in breach of contract and
quantum meruit, claiming that the defendants each
owed the plaintiff the unpaid amounts due under the
respective contracts. On November 2, 2022, the defen-
dants in each action filed an identical answer, special
defenses, and counterclaims. In their answers, the
defendants denied that they had breached the contracts
or that they owed the plaintiff any money for the work
it had performed. The plaintiff eventually withdrew its
complaints before trial, leaving only the defendants’
counterclaims for (1) breach of contract, (2) negligence,
(3) negligent infliction of emotional distress, and (4)
violations of the Connecticut Unfair Trade Practice Act
(CUTPA), General Statutes § 42-110a et seq. In their
counterclaims for breach of contract, negligence, and
negligent infliction of emotional distress, the defen-
dants alleged, in sum, that the plaintiff had done sub-
standard work, failed to obtain proper permits and
materials, failed to complete the work within the time
frame required under the contract and did not communi-
cate with the defendants concerning the projects,
resulting in significant costs to finish and repair the
projects, legal costs, emotional distress and loss of the
enjoyment of life. In their CUTPA counterclaims the
defendants alleged that the plaintiff’s conduct as
described in the first three counterclaims violated
CUTPA, as it was ‘‘illegal, violative of the common law
and established concepts of unfairness, immoral,
oppressive and unscrupulous and caused substantial
injury’’ to the defendants.
The cases were consolidated for trial on April 1, 2024,
and the counterclaims were tried before the court, M.
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Rodriguez, J., on June 3, 2024. The defendants pre-
sented testimony from (1) Rainville, a member of the
plaintiff, (2) Jill Bartone, the owner of Magilla, (3)
Charles Corell, the chief building inspector for the city,
(4) Wexler, and (5) Linda Biagioni. The plaintiff’s sole
witness was Rainville. The following exhibits were
admitted: (1) an email exchange between the plaintiff
and Linda Biagioni and (2) materials from Corell per-
taining to the projects, including building permit appli-
cations, issued building permits, inspection histories,
and approval certificates. After trial, Judge Rodriguez
recused herself, and the parties agreed to have another
judge decide the cases on the basis of the written record
from trial and the parties’ posttrial briefs.
On September 5, 2024, the court, Cordani, J., issued
four separate memoranda of decision. The language
and analyses of the memoranda of decision were largely
identical. In each decision, the court rendered judgment
for the defendants on their counterclaims for breach
of contract (count one) and negligence (count two) and
awarded damages in the amount that each had paid to
the plaintiff.4 The court rendered judgment in favor of
the plaintiff with respect to the counterclaims alleging
negligent infliction of emotional distress (count three)
and CUTPA (count four).
In its memoranda of decision, the court concluded:
‘‘The [plaintiff] breached the terms of its agreement[s]
with the [defendants] by failing to timely perform the
agreed upon work, by doing substandard work, by fail-
ing to order the proper materials and by failing to main-
tain a safe and reasonable work area around the [condo-
miniums]. The [plaintiff] breached the implied covenant
4
The one exception is that the court awarded Sadler $9750, even though
Sadler paid the plaintiff only $9150. Nothing in the court’s memorandum of
decision explains this discrepancy and we assume it is a scrivener’s error.
In light of our resolution of the plaintiff’s challenge to the court’s damages
awards, however, the discrepancy is immaterial for purposes of this appeal.
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of good faith and fair dealing by using a contract that did
not comply with the Connecticut Home Improvement
Contractors Act [(Home Improvement Act), General
Statutes § 20-418 et seq.] and by failing to reasonably
communicate with the [defendants]. The [plaintiff] failed
to complete the work, thereby requiring the [defen-
dants] to hire a substitute contractor to complete the
work. The total cost to the [defendants] of completing
each job, including the cost of the substitute contractor,
did not exceed the price that each would have paid
under the contracts with [the plaintiff]. However, com-
pleting the jobs required extra time, extra effort by each
[defendant], and extreme inconvenience and frustration
by each.’’
On the basis of these findings the court concluded
‘‘that [the plaintiff] breached its contract[s] with the
[defendants]’’ and that the defendants had ‘‘proven that
the [plaintiff] was negligent in carrying out its duties.’’
The court further concluded that ‘‘the proper measure
of damages on the breach of contract claim[s] [was]
equal to the amount of money paid by the [defendants]
to the [plaintiff].’’ Although the court rendered ‘‘judg-
ment for [each of the defendants] on counts one and
two of the counterclaim[s]’’ and purported to award
‘‘aggregate damages’’ on those counts to the defendants,
it ultimately awarded damages in the same amount it
concluded each was entitled to for their breach of con-
tract counterclaims, i.e., the amount each had paid the
plaintiff under the respective contracts.5
This appeal followed. Additional facts will be set forth
as necessary.
I
We first address the plaintiff’s claim that the court
erred in finding that the plaintiff had materially
5
See footnote 4 of this opinion.
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breached the contracts ‘‘by failing to timely perform
the agreed upon work, by doing substandard work, by
failing to order the proper materials and by failing to
maintain a safe and reasonable work area around the
[condominiums].’’6 We disagree and conclude that there
is sufficient evidence to support the court’s finding of
a material breach.7
‘‘We first set forth the general rule regarding the
review of breach of contract claims. The determination
of whether a contract has been materially breached is
a question of fact that is subject to the clearly erroneous
standard of review. . . . A finding of fact is clearly
erroneous when there is no evidence in the record to
support it . . . or when although there is evidence to
support it, the reviewing court on the entire evidence
is left with the definite and firm conviction that a mis-
take has been committed.’’ (Internal quotation marks
omitted.) Regional School District 8 v. M & S Paving &
Sealing, Inc., 206 Conn. App. 523, 531, 261 A.3d 153
(2021).8
6
The plaintiff’s principal appellate brief presents this claim as its third
claim of error. We address it first because, if we determine that the court
erred in finding that the plaintiff breached the contracts, it would render
moot the plaintiff’s claims challenging the court’s damages awards for
those breaches.
7
Although the court did not explicitly state that the plaintiff committed
a ‘‘material’’ breach, that finding is implicit in its judgments for the defen-
dants, all of whom had terminated their respective contracts with the plain-
tiff. It is well settled that only a material breach excuses further performance
of a contract and that a party may not recover for breach of contract
unless he or she has fully performed under it. See Willamette Management
Associates, Inc. v. Palczynski, 134 Conn. App. 58, 76, 38 A.3d 1212 (2012)
(party in breach of contract has no legal right to recover under it); Shah v.
Cover-It, Inc., 86 Conn. App. 71, 77, 859 A.2d 959 (2004) (material breach
excuses ‘‘further performance under the contract’’ by nonbreaching party
and ‘‘[o]ne cannot recover upon a contract unless he has fully performed
his own obligation under it’’ (internal quotation marks omitted)).
8
Although the procedural history of this case is unique, insofar as it was
decided by a judge who did not preside over the trial but, instead, reviewed
the transcripts, documentary evidence and posttrial briefs, the parties to
this appeal agreed to that procedure and do not argue on appeal that such
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A breach is material if it ‘‘goes to the root or essence
of the contract . . . .’’ (Internal quotation marks omit-
ted.) Reserve Realty, LLC v. Windemere Reserve, LLC,
205 Conn. App. 299, 331, 258 A.3d 711 (2021), aff’d, 346
Conn. 391, 291 A.3d 64 (2023). ‘‘In Bernstein v. Nemeyer,
213 Conn. 665, 672, 570 A.2d 164 (1990), our Supreme
Court approved the multifactor standards for material-
ity contained in § 241 of the Restatement (Second) of
Contracts. [See 2 Restatement (Second), Contracts
§ 241, p. 237 (1981).] In determining whether a failure to
render or to offer performance is material, the following
circumstances are significant: (a) the extent to which
the injured party will be deprived of the benefit which
he reasonably expected; (b) the extent to which the
injured party can be adequately compensated for the
part of that benefit of which he will be deprived; (c)
the extent to which the party failing to perform or to
offer to perform will suffer forfeiture; (d) the likelihood
that the party failing to perform or to offer to perform
will cure his failure, taking account of all the circum-
stances including any reasonable assurances; [and] (e)
the extent to which the behavior of the party failing to
perform or to offer to perform comports with standards
of good faith and fair dealing.’’ (Internal quotation
marks omitted.) 669 Atlantic Street Associates v. Atlan-
tic-Rockland Stamford Associates, 43 Conn. App. 113,
125–26, 682 A.2d 572, cert. denied, 239 Conn. 949, 686
A.2d 126 (1996), and cert. denied, 239 Conn. 950, 686
A.2d 126 (1996).

‘‘The standards of materiality [are] to be applied in
the light of the facts of each case in such a way as
to further the purpose of securing for each party his
expectation of an exchange of performances. [Section
241 of the Restatement (Second) of Contracts] therefore
circumstances warrant a less deferential standard of review of the court’s
factual findings.
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states circumstances, not rules, which are to be consid-
ered in determining whether a particular failure is mate-
rial.’’ (Internal quotation marks omitted.) Strouth v.
Pools by Murphy & Sons, Inc., 79 Conn. App. 55, 60,
829 A.2d 102 (2003).
‘‘[When] a time for performance is stated in an agree-
ment, a party’s tender of performance within a reason-
able time thereafter will be considered substantial per-
formance unless the parties intended that time for
performance be of the essence. . . . [When] the agree-
ment does not specifically state that time is of the
essence, it is presumed not to be unless the parties
have expressed a contrary intent.’’ (Citation omitted;
internal quotation marks omitted.) Pack 2000, Inc. v.
Cushman, 311 Conn. 662, 688, 89 A.3d 869 (2014); see,
e.g., United Cleaning & Restoration, LLC v. Kosker-
ides, 234 Conn. App. 401, 419–21, 343 A.3d 830 (2025)
(where time for performance was stated in contract but
there was no express time is of essence clause, trial
court did not err in concluding that plaintiff’s substan-
tial completion of work within reasonable time after
time stated in contract constituted substantial perfor-
mance because court made no finding that parties
‘‘intended for time to be of the essence’’); Mihalyak v.
Mihalyak, 11 Conn. App. 610, 616–17, 529 A.2d 213
(1987) (in absence of contractual language stating that
time stated in agreement was of essence, court consid-
ered testimony as to parties’ intent).
Thus, where time is not of the essence, the question
becomes whether the time for completion was reason-
able, which is a question of fact. Northeast Electrical
Contractors v. Udolf, 1 Conn. App. 169, 172, 469 A.2d
419 (1984) (‘‘[t]he particular amount of time which is
a reasonable period of time is a question of fact to be
determined by the trier’’). Whether the time for comple-
tion is reasonable is based on the surrounding circum-
stances. See Christophersen v. Blount, 216 Conn. 509,
513, 582 A.2d 460 (1990).
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At trial, Rainville testified that the plaintiff began
construction on all of the decks in ‘‘mid-May,’’ 2021,
and that the plaintiff ‘‘ordered the materials [at the]
beginning of April,’’ 2021, but ‘‘[t]here [were] supply
chain issues’’ and ‘‘[i]t was very difficult to get the
materials that [they] needed.’’ He testified that the decks
were completed in July, 2021, but that ‘‘[t]he doors were
not installed’’ at that time because, although the plaintiff
had ordered ‘‘hurricane rated doors’’ from Home Depot
because the properties were ‘‘on the water,’’ Home
Depot delivered doors that did not meet those specifica-
tions. Rainville further testified that the plaintiff told
the defendants about the issue with the doors but never
got ‘‘a chance to order the correct doors’’ because the
defendants ‘‘terminated’’ the contracts in the first few
days of August.
Wexler and Linda Biagioni testified that they termi-
nated the contracts, in part, because of the delays and
the plaintiff’s failure to obtain proper materials. Wexler
testified that she terminated her contract with the plain-
tiff because ‘‘[i]t was . . . over 120 days from when
[she] signed the contract. The railings and the posts
were incorrect. They had no permit for [her] doors . . .
and the doors that they were going to put in . . . were
not to code, [and] would not have been safe,’’ and the
plaintiff ‘‘never had a conversation [with her] about the
[doors]’’ to explain that incorrect doors were sent and
had to be replaced. She further testified that she tried
more than fifteen times ‘‘to get communication from
[the plaintiff]’’ and that she ‘‘would have liked a conver-
sation to tell [her] how long it would take if it was going
to extend longer than what was in [her] contract. And
there was no communication.’’
Linda Biagioni testified that, after signing the contract
in October, 2020, she ‘‘expected [the deck] to be done
before winter’’ and that she terminated the contract in
part because work ‘‘didn’t actually start until [May 18,
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Villwell Builders I, LLC v. Pereira

2021] . . . and by the end of July [2021], [she and her
husband] realized that . . . [the plaintiff] had not got-
ten a permit from the [city] to install the doors and
. . . had bought the wrong doors . . . . So, by that
time, it was July 30th, you know, the thirty day promise
was way gone, and [she and her husband] didn’t see
. . . any end in sight at that point. So, the neighbors
and [Linda Biagioni] discussed what to do, and [they]
felt that the best thing to do was to cancel the con-
tract[s] and hire a new contractor. And that’s what
[they] did.’’
The contracts at issue required all of the work to
be completed within thirty days from when the work
commenced, ‘‘so long as there [were] no delays due to
receipt of materials, labor men, service suppliers and/
or acts of God.’’ Because the contracts do not include
provisions stating that time is of the essence, the ques-
tion for the court was whether there was an unreason-
able delay caused by something other than the delays
expressly contemplated by the contracts that consti-
tuted a material breach justifying termination of the
contracts.
Our review of the record leads us to conclude that
the court’s finding that the delay was a material breach
was not clearly erroneous. The plaintiff started work
on the decks in May, 2021. Each contract required the
work to be completed within thirty days after work
commenced, ‘‘so long as there [were] no delays due to
receipt of materials, labor men, service suppliers and/
or acts of God.’’ By the end of July, 2021, the plaintiff
still had not obtained permits for the construction of
the entrances and installation of the doors. Although
the plaintiff attributed the delays to supply chain issues
and an error by Home Depot in connection with the
purchase of the doors, the court was not required to
credit that testimony, especially in light of the fact that
the plaintiff had failed to obtain permits for the
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entrances and doorways, much less to commence work
on that phase of the projects, by the time the defendants
terminated the contracts. Moreover, although Rainville
testified that the decks had been completed in July,
2021, there was evidence that the plaintiff continued
to work on the decks through September, 2021, when
the decks were finally approved by the building inspec-
tor.

Under such circumstances, we are unable to con-
clude that the court committed clear error in finding a
material breach due to unreasonable delays even
though the contracts did not include provisions stating
that time was of the essence. See, e.g., DeMattio v.
Plunkett, 199 Conn. App. 693, 710–13, 238 A.3d 24 (2020)
(trial court’s finding that, although parties’ contract did
not specify that time was of essence, contractor’s com-
pletion of ‘‘only 50 percent of the [home improvement]
project between May and October, 2015, when the con-
tract called for nine weeks of total work beginning
in March, 2015, resulted in a material breach of the
contract’’ was not clearly erroneous). There is evidence
in the record to support the court’s finding, and we are
not left with the definite and firm conviction that a
mistake was committed.

Accordingly, we affirm the court’s judgments for the
defendants on count one of their counterclaims asserting
a breach of contract.9
9
Although the plaintiff also challenges the court’s finding of material
breach based upon substandard work and a failure to maintain a safe and
reasonable work area, we need not determine whether those findings were
clearly erroneous because the court’s finding that the plaintiff’s delay in
performance was unreasonable is alone sufficient to support its conclusion
that the plaintiff materially breached the contracts. Moreover, for the reasons
set forth in part II of this opinion, our resolution of the plaintiff’s challenge
to the court’s damages award does not require us to determine whether the
plaintiff materially breached the contracts by performing substandard work
or creating an unsafe or unreasonable work area.
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II
The plaintiff next claims that the trial court improp-
erly calculated the damages that the defendants could
recover for their breach of contract counterclaims. Spe-
cifically, the plaintiff contends that, because the trial
court found that ‘‘[t]he total cost to the [defendants] of
completing each job, including the cost of the substitute
contractor, did not exceed the price that each would
have paid under the contracts with [the plaintiff],’’ the
court erred when it awarded damages equal to what
each of the defendants paid the plaintiff for the work
it performed. We agree that the court improperly calcu-
lated damages for the breach of contract counterclaims.
’’Although the calculation of the amount of damages
is a factual determination, the formula used in making
that calculation is a question of law. . . . Thus, [w]e
accord plenary review to the [trial] court’s legal basis
for its damages award.’’ (Citation omitted; internal quo-
tation marks omitted.) Fezollari v. Jauzovic, 232 Conn.
App. 20, 37–38, 335 A.3d 861 (2025); see also Ray
Weiner, LLC v. Connery, 146 Conn. App. 1, 7, 75 A.3d
771 (2013) (‘‘It is well settled that [t]he trial court has
broad discretion in determining damages . . . . When,
however, a damages award is challenged on the basis
of a question of law, our review is plenary.’’ (Citation
omitted; internal quotation marks omitted.)).
‘‘As a general rule, in awarding damages upon a
breach of contract, the prevailing party is entitled to
compensation which will place [it] in the same position
[it] would have been in had the contract been properly
performed. . . . Such damages are measured as of the
date of the breach. . . . For a breach of a construction
contract involving defective or unfinished construction,
damages are measured by computing either (i) the rea-
sonable cost of construction and completion in accor-
dance with the contract, if this is possible and does
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not involve unreasonable economic waste; or (ii) the
difference between the value that the product con-
tracted for would have had and the value of the perfor-
mance that has been received by the plaintiff, if con-
struction and completion in accordance with the
contract would involve unreasonable economic waste.’’
(Internal quotation marks omitted.) O & G Industries,
Inc. v. All Phase Enterprises, Inc., 112 Conn. App. 511,
529, 963 A.2d 676 (2009).
‘‘Guarding against excessive compensation, the law
of contract damages limits the injured party to damages
based on his actual loss caused by the breach. . . .
The concept of actual loss accounts for the possibility
that the breach itself may result in a saving of some
cost that the injured party would have incurred if he
had had to perform. . . . In such circumstances, the
amount of the cost saved will be credited in favor of
the wrongdoer . . . that is, subtracted from the loss
. . . caused by the breach in calculating [the injured
party’s] damages. . . . It is on this ground that . . .
when an owner receives a defective or incomplete build-
ing, any part of the price that is as yet unpaid is deducted
from the cost of completion that is awarded to him
. . . . Otherwise, the owner would be placed in a better
position than full performance would have put him,
thereby doubly compensating him for the injury occa-
sioned by the breach.’’ (Internal quotation marks omit-
ted.) Hees v. Burke Construction, Inc., 290 Conn. 1, 8,
961 A.2d 373 (2009).
With these principles in mind, we turn to the damages
awarded in the present cases. The trial court expressly
found that no defendant paid more than the original
contract price for the completion of the work called
for under the contracts.10 Nevertheless, it concluded
that ‘‘completing the jobs required extra time, extra
10
The parties do not dispute this finding, and it is supported by the record.
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effort by each [defendant], and extreme inconvenience
and frustration by each,’’ and, on the basis of that find-
ing, the court awarded each of the defendants the full
amounts they had paid the plaintiff under their respec-
tive contracts. It did so without reference to the original
contract price or the total amount it cost each of the
defendants to complete the work.

We are unaware of any authority supporting an award
for the type of inconvenience damages the trial court
appears to have awarded the defendants for their
breach of contract counterclaims. Consistent with the
authorities we have set forth herein, and in order to
place the defendants in the same position they would
have been had the contract been properly performed,
the court should have subtracted any unpaid amounts
remaining on the contracts with the plaintiff from the
costs incurred by the defendants to complete or repair
the projects, so as to avoid placing the defendants in
a better position than they would have been in had the
plaintiff fully performed the contracts. Had the court
performed the appropriate calculation, it would have
found that the defendants did not incur losses for which
they could recover in contract. Accordingly, we con-
clude that the court’s award of damages on the breach
of contract counterclaims was improper. We therefore
reverse the decisions of the trial court with respect to
its awards of damages, vacate those awards, and remand
the cases with direction to enter awards of nominal
damages.11
11
See Lydall, Inc. v. Ruschmeyer, 282 Conn. 209, 254, 919 A.2d 421 (2007)
(finding that plaintiff was ‘‘entitled to nominal damages . . . under its
breach of contract claim’’ because it ‘‘could point to no pecuniary damages’’);
Bruno v. Whipple, 186 Conn. App. 299, 316–17, 199 A.3d 604 (2018) (finding
of liability for breach of contact entitles nonbreaching party to nominal
damages if actual damages are not proven), cert. denied, 331 Conn. 911,
203 A.3d 1245 (2019).
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III
We next address the plaintiff’s claim that the trial
court improperly awarded damages on the basis of its
finding that the plaintiff violated the implied covenant
of good faith and fair dealing even though the defen-
dants did not assert any such claim. Specifically, the
plaintiff maintains that, because the defendants’ coun-
terclaims do not assert a claim that the plaintiff
breached the implied covenant of good faith and fair
dealing and because the defendants never alleged or
presented evidence to support a claim that the plaintiff
acted in bad faith, with dishonest purpose or sinister
motive, the court erred when it went ‘‘well beyond the
scope of the pleadings’’ and ‘‘awarded damages based
on the covenant of good faith and fair dealing.’’
Although it is clear that the court did not render judg-
ment on any unpleaded claims for breach of the implied
covenant of good faith and fair dealing, we nonetheless
conclude that, to the extent that the court’s damages
awards included any amounts attributable to its finding
that the plaintiff committed such a violation, the dam-
ages awards must be vacated.
‘‘The interpretation of pleadings is an issue of law.
As such, our review of the court’s decisions in that
regard is plenary. . . . The allegations of a complaint
limit the issues to be decided on the trial of a case and
are calculated to prevent surprise to opposing parties.
. . . It is fundamental in our law that the right of a
plaintiff to recover is limited to the allegations of his
complaint. . . . The purpose of a complaint . . . is to
limit the issues at trial, and . . . pleadings are calcu-
lated to prevent surprise. . . . It is fundamental to our
law that the right of a [party] to recover is limited to
the allegations in his [pleading]. . . . Facts found but
not averred cannot be made the basis for a recovery.
. . . Our Supreme Court has recognized, however, that
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where the trial court ha[s] in fact addressed a techni-
cally unpleaded claim that was actually litigated by the
parties, it [i]s improper for the Appellate Court to
reverse the trial court’s judgment for lack of such an
amendment [to the complaint].’’ (Citations omitted;
internal quotation marks omitted.) Stamford Landing
Condominium Assn., Inc. v. Lerman, 109 Conn. App.
261, 271, 951 A.2d 642, cert. denied, 289 Conn. 938, 958
A.2d 1246 (2008).
‘‘To constitute a breach of [the implied covenant of
good faith and fair dealing], the acts by which a defen-
dant allegedly impedes the plaintiff’s right to receive
benefits that he or she reasonably expected to receive
under the contract must have been taken in bad faith.
. . . Bad faith in general implies both actual or con-
structive fraud, or a design to mislead or deceive
another, or a neglect or refusal to fulfill some duty or
some contractual obligation, not prompted by an honest
mistake as to one’s rights or duties, but by some inter-
ested or sinister motive. . . . Bad faith means more
than mere negligence; it involves a dishonest purpose.’’
(Emphasis in original; internal quotation marks omit-
ted.) TD Bank, N.A. v. J & M Holdings, LLC, 143 Conn.
App. 340, 348, 70 A.3d 156 (2013). ‘‘[A] plaintiff cannot
state a claim for breach of the implied covenant simply
by alleging a breach of the contract, in and of itself.’’
(Internal quotation marks omitted.) Id., 349.
Although the court did not expressly render judgment
for the defendants on a claim for a violation of the
implied covenant of good faith and fair dealing, it did
find that the plaintiff ‘‘breached the implied covenant
of good faith and fair dealing by using a contract that
did not comply with the [Home Improvement Act] and
by failing to reasonably communicate with the [defen-
dants].’’ The defendants neither pleaded a claim for
breach of the implied covenant of good faith and fair
dealing nor alleged conduct by the plaintiff that would
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support such a claim. Accordingly, we conclude that,
to the extent the trial court’s damages awards included
any amounts attributable to its finding that the plaintiff
breached the duty of good faith and fair dealing, the
damages awards must be vacated.
The judgments are reversed only as to the awards of
damages, those damages awards are vacated, and the
cases are remanded with direction to award nominal
damages solely on the breach of contract counter-
claims; the judgments are affirmed in all other respects.
In this opinion the other judges concurred.