## Facts

- Blasting contractors (the Greniers) performed work for Compratt Construction Company on subdivision road construction.
- After disputes under a May 26, 1977 contract, the parties executed a May 23, 1978 settlement agreement.
- The settlement required Compratt to pay \$25,500 upon “completion” of certain subdivision roads by June 30, 1978.
- “Completion” was defined as (1) finishing any road-related work necessary so certificates of occupancy could be obtained for any lot by 5:00 p.m. on June 30, 1978, and (2) providing a letter signed by the Danbury City Engineer certifying that certificates of occupancy could be obtained.
- The roads were satisfactorily completed by June 30, 1978 (a finding not disputed on appeal).
- The City Engineer refused to provide the required letter as a matter of office practice.
- On July 10, 1978, the assistant city attorney sent a letter authorizing the building inspector to issue certificates of occupancy; certificates thereafter were issuable and issued.
- The settlement also contained a liquidated damages schedule imposing escalating weekly amounts for late completion after June 30.

## Issues

1. Whether the contractors’ failure to provide a City Engineer letter barred recovery because it was an express condition of payment.
2. Whether the liquidated damages clause had to be enforced strictly according to its cumulative schedule, rather than used only as a limited offset.

## Decision

- The Connecticut Supreme Court affirmed a judgment for the contractors.
- The court held the City Engineer letter condition was properly excused because the letter was not a material part of the exchange and its nonoccurrence resulted from a third-party public official’s refusal, not the contractors’ default.
- The court upheld the trial court’s damages determination awarding $23,000 (a $2,500 reduction from \$25,500) plus interest and costs.
- The court found no reversible error regarding liquidated damages because the trial court’s offset adopted the contractual formula for the brief delay up to July 10, and the developer showed no prejudice from the court’s refusal to apply the schedule more expansively.

## Legal Principles

- Enforcement of an express condition depends on the parties’ intent as shown by their agreement, including whether the condition is material to the exchange.
- A condition precedent may be excused when its nonoccurrence is caused by a third party outside the promisor’s control and excusing it does not defeat the contract’s essential bargain.
- When an excused condition removes the contractual limitation on liability, recovery may rest on full performance rather than substantial performance.
- A court may use the contract’s liquidated-damages formula as the measure of an offset for delay where appropriate, and a party must show prejudice to obtain relief from the trial court’s chosen application.

## Conclusion

Because the roads were completed on time and the missing City Engineer letter was a nonmaterial condition thwarted by a third party, the contractors were entitled to payment; the court also sustained a limited offset calculated by reference to the liquidated-damages schedule for the short period until certificates of occupancy were authorized.


Grenier v. Compratt Constr. Co., 189 Conn. 144, 454 A.2d 1289 (Conn. 1983)