## Facts

- Charles J. Banta contracted with The Stamford Motor Company on June 1, 1911, to construct a gasoline-powered pleasure yacht for $5,500 (hull only), payable in progress installments.
- The contract required completion and delivery on or before September 1, 1911, and provided that:
  - Banta would pay the builder $5 per day for each day the yacht was ready before September 1; and
  - the builder would pay Banta $15 per day for each day delivery was delayed after September 1.
- The $15-per-day amount corresponded to the daily rental value of a comparable yacht, and the trial court found it reasonable.
- The builder knew Banta wanted timely delivery for planned cruising in Chesapeake Bay in October and November and later travel in Florida waters.
- Delivery did not occur until November 25, 1911.
- At completion, Banta owed $1,126.24 for the unpaid balance and extra work; he claimed $1,275 in delay damages for September 1 to November 25.
- The parties executed a written adjustment: Banta paid the $1,126.24 less a $200 delay allowance, accepted delivery, and reserved the right to sue for additional delay damages.
- Banta sued for the remaining amount under the per diem clause; the trial court found the delay prevented the planned cruise.
- The builder argued that Banta’s late installment payments caused the construction delay; the trial court rejected that contention.

## Issues

1. Whether the $15-per-day late-delivery provision was enforceable as liquidated damages or void as a penalty.
2. Whether substantial recovery was barred because the yacht was for personal pleasure and no direct pecuniary loss (such as hiring a substitute) was shown.
3. Whether evidence of rental value of a comparable yacht was admissible to show the reasonableness of the stipulated amount.
4. Whether the trial court erred in finding that Banta’s payment delays did not cause the late delivery.

## Decision

- The Connecticut Supreme Court of Errors affirmed judgment for Banta.
- The $15-per-day clause was enforced as liquidated damages, not a penalty.
- Substantial recovery was permitted despite the yacht’s pleasure use and the absence of proof of substitute-hire expenses.
- Evidence of rental value was properly admitted to support the clause’s reasonableness.
- The trial court’s finding that Banta’s late payments did not cause the delivery delay was not disturbed.

## Legal Principles

- A stipulated-damages clause is enforceable as liquidated damages when, at the time of contracting, anticipated breach damages are uncertain or difficult to prove and the stipulated sum is reasonable and not greatly disproportionate to the probable loss.
- Reasonableness of liquidated damages is assessed by the loss reasonably anticipated at contract formation, not by the nonexistence or size of the actual loss later shown.
- A per diem delay amount that corresponds to market rental value of similar property may support a finding that the stipulated sum is a reasonable pre-estimate rather than a penalty.
- Appellate review generally will not overturn a trial court’s factual finding where the appellant fails to show the finding lacks evidentiary support.

## Conclusion

The court upheld a per diem late-delivery clause for a pleasure yacht as liquidated damages because delay-related loss was difficult to quantify when the contract was made and the stipulated $15 per day matched reasonable rental value, making it a fair pre-estimate rather than a penalty.


Banta v. Stamford Motor Co., 89 Conn. 51, 92 A. 665 (Conn. 1914)