Anderson v. Bloomfield

A
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              JOANN ANDERSON v. TOWN OF
                  BLOOMFIELD ET AL.
                      (AC 42905)
                  Bright, C. J., and Prescott and Flynn, Js.

                                   Syllabus

The plaintiff sought to recover damages caused by an allegedly defective
   roof installed by the defendant P Co. The defendant town of Bloomfield
   had hired P Co. to install a new roof on the plaintiff’s home pursuant to
   a residential rehabilitation program, whereby the town offered financial
   assistance for home improvements to qualified homeowners. Under
   the program, the town acted on behalf of the homeowner to secure
   appropriate contractors to do the work and entered into all necessary
   contracts. P Co. completed work on the plaintiff’s roof in July, 2013,
   and was paid by the town. In October, 2013, the plaintiff noticed water
   entering her home and an inspection determined that P Co. had installed
   a defective roof. The plaintiff brought this action alleging in part that
   P Co. breached its contract to the town when it installed a defective
   roof and that she was a third-party beneficiary of the contract. The trial
   court granted P Co.’s motion to dismiss, and rendered judgment thereon,
   from which the plaintiff appealed to this court. Held that the trial court
   improperly dismissed the plaintiff’s action for lack of standing, that
   court having improperly determined that the plaintiff was not a third-
   party beneficiary of the contract: because the language of the contract
   was ambiguous as to whether the town and P Co. intended for the
   plaintiff to be a third-party beneficiary of that contract, it was a question
   for the ultimate fact finder and, thus, the question of whether the plaintiff
   had standing as a third-party beneficiary could not be resolved without
   an evidentiary hearing and, because resolution of the factual issue is
   intertwined with the merits of the case, resolution of this jurisdictional
   question should be resolved by the ultimate fact finder as part of the
   trial on the merits; accordingly, this court reversed the judgment of the
   trial court and remanded this case for further proceedings.
      Argued November 12, 2020—officially released March 9, 2021

                             Procedural History

  Action to recover damages for, inter alia, breach of
contract, and for other relief, brought to the Superior
Court in the judicial district of Hartford, where the
court, Gordon, J., granted the motion to dismiss filed by
the defendant Plourde Enterprises, LLC, and rendered
judgment thereon, from which the plaintiff appealed to
this court. Reversed; further proceedings.
   Jeremy S. Donnelly, for the appellant (plaintiff).
  Deborah Etlinger, with whom, on the brief, was Erin
Canalia, for the appellee (defendant Plourde Enter-
prises, LLC).
                          Opinion

   BRIGHT, C. J. In this third-party beneficiary breach
of contract case, the plaintiff, Joann Anderson, appeals
from the judgment of the trial court dismissing her
complaint against the defendant Plourde Enterprises,
LLC,1 on the ground that she lacks standing to pursue
the action. On appeal, the plaintiff claims that the court
erred in concluding that she was not an intended third-
party beneficiary of a contract between the defendant
and the town of Bloomfield (town), to whom the defen-
dant owed a direct obligation. She argues that the con-
tract at issue, at the very least, was ambiguous as to
the intent of the defendant and the town and, therefore,
the court should have reserved this question for the
fact finder. We agree with the plaintiff and, accordingly,
reverse the judgment of the trial court.
   The following relevant facts, as alleged by the plaintiff
in her complaint, and procedural history are relevant
to our consideration of the plaintiff’s claim on appeal.
The plaintiff owns a single-family home in the town,
which has been her family home for twenty years. Her
home was in need of a new roof, and the plaintiff investi-
gated a number of contractors that could perform the
work. She also began looking at financing options. The
plaintiff learned that the town offered financial assis-
tance for home improvements to qualified homeowner
residents, at no immediate cost to the homeowner,
through a residential rehabilitation assistance program
(program). Under the program, the town acted on behalf
of the homeowner to secure appropriate contractors
to do the work. The town would enter into all necessary
contracts in order to facilitate the projects, and it would
be responsible for review and payment to the contrac-
tors once the work was completed. In exchange, the
homeowner had to agree to a lien in the town’s favor
on his or her property in an amount equal to what
the town paid for the work completed. The financial
assistance offered through the program carried no inter-
est, and no payments were due from the homeowner
until he or she decided to sell or transfer title to the
property.
  Having recently been laid off from her employment
and working only a part-time job, the plaintiff, on or
about November 28, 2012, applied for the program. She
provided detailed information about her income and
assets, and, on January 7, 2013, the plaintiff was
approved for the program. The town contracted with
the defendant to install, inter alia, a new roof on the
plaintiff’s home. The agreement between the town and
the defendant was entered into on or about May 20,
2013. The town agreed to pay the defendant $12,000 for
the plaintiff’s new roof.
   In June, 2013, the defendant began work on the plain-
tiff’s roof, and it completed the work the following
month. The town paid the defendant the contract price.
In October, 2013, the plaintiff noticed water entering
her home through the walls and ceiling in her kitchen
and in the basement. The plaintiff’s home was
inspected, and it was determined that the defendant
had installed a defective roof. As a result, it was recom-
mended that the roof be completely replaced. The plain-
tiff notified the town in October, 2013, through e-mail,
telephone, and in person.
  As water continued to enter the home because of the
faulty roof installation, the walls and ceilings sustained
damage, and a significant amount of mold began to
grow in the attic and in other parts of the home. Damage
to other parts of the home also occurred because of
the excessive moisture in the walls, including the mal-
function of a wall oven and the electrical wiring in the
kitchen. The damage to the plaintiff’s home made it
uninhabitable, and the plaintiff was forced to move out
of her family home.
   In a complaint filed on July 17, 2018, the plaintiff
claimed in relevant part that the defendant was in
breach of its contract with the town and that the plaintiff
was a third-party beneficiary of that contract. She
alleged that when the defendant entered into its con-
tract with the town, it assumed a direct obligation to
the plaintiff to provide a serviceable roof to her home,
and that the defendant knew that its failure to do so
would cause direct harm to the plaintiff. She further
alleged that the defendant breached its contract when
it installed a defective roof, causing her to sustain
damages.
   On September 28, 2018, the defendant filed a motion
to dismiss the plaintiff’s complaint on the ground that
the plaintiff did not have standing as a third-party bene-
ficiary of the town’s contract with the defendant and
that the court, therefore, did not have jurisdiction over
the case. The defendant’s motion was accompanied by
a memorandum in support and the affidavit of Jason
Plourde, the defendant’s managing member. Attached
to Plourde’s affidavit as exhibit 1 was the contract
between the town and the defendant. Included as part
of the contract were addenda setting forth general and
supplementary conditions and the defendant’s bid
prices for the work described in the contract.
  On April 18, 2019, the court, agreeing with the defen-
dant, rendered judgment dismissing the plaintiff’s com-
plaint. Specifically, the court concluded that, even if the
plaintiff was a foreseeable beneficiary of the contract
between the defendant and the town, ‘‘that is insuffi-
cient to provide the plaintiff with standing to assert a
claim against [the defendant] as a third-party benefi-
ciary of the contract.’’ The court reasoned that ‘‘[a]
careful review of the contract between [the defendant]
and the town indicates that the plaintiff is not a third-
party beneficiary . . . because, although the plaintiff’s
home is specifically referenced in the contract, and
although the purpose of the contract includes, inter
alia, performing work on the plaintiff’s home, there is
no expressed intent to create an obligation on the part
of [the defendant] directly to the plaintiff. Instead, all
of the contract terms were negotiated with the town,
including the liquidated damages provision and the limi-
tation on assignments. . . . [I]t is incumbent on the
plaintiff to identify specific language in the contract
evidencing [the defendant’s] intent to create a direct
obligation to her. The court cannot identify any such
language in the contract.’’ This appeal followed.
   On appeal, the plaintiff claims that the court improp-
erly concluded that she was not an intended third-party
beneficiary to whom the defendant owed a direct obliga-
tion. She argues that the contract establishes that she
is a third-party beneficiary because she is the intended
beneficiary of the work that the defendant contracted
to perform and because her address is listed in the
contract in two places. The plaintiff ‘‘concedes that a
reasonable opposing position [however] might be that
the contract language is ambiguous on this point’’ and
that ‘‘the issue [therefore] is for the fact finder.’’ The
defendant argues that the court properly determined
that the plaintiff lacks standing to bring this action
because the plaintiff was neither a party to the contract
nor an intended third-party beneficiary under the lan-
guage of the contract. We conclude that the contract
is ambiguous as to whether the town and the defendant
intended the plaintiff to be a third-party beneficiary
to the contract and that, therefore, the issue properly
cannot be resolved based on the defendant’s motion
and the documents attached thereto. Instead the issue
requires an evidentiary hearing before the ultimate fact
finder at which the fact finder can consider the parties’
intent, in light of the circumstances surrounding the
making of the contract, including the motives and pur-
poses of the parties.
   The standard of review on a challenge to the trial
court’s granting of a motion to dismiss is well estab-
lished. ‘‘In ruling upon whether a complaint survives a
motion to dismiss, a court must take the facts to be
those alleged in the complaint, including those facts
necessarily implied from the allegations, construing
them in a manner most favorable to the pleader. . . .
A motion to dismiss tests, inter alia, whether, on the
face of the record, the court is without jurisdiction. . . .
[B]ecause [a] determination regarding a trial court’s
subject matter jurisdiction is a question of law, our
review is plenary.’’ (Internal quotation marks omitted.)
Chiulli v. Zola, 

97 Conn. App. 699

, 703–704, 

905 A.2d 1236

(2006).
  ‘‘It is a basic principle of law that a plaintiff must have
standing for the court to have jurisdiction. Standing is
the legal right to set judicial machinery in motion. One
cannot rightfully invoke the jurisdiction of the court
unless he has, in an individual or representative capac-
ity, some real interest in the cause of action, or a legal
or equitable right, title or interest in the subject matter
of the controversy. . . . It is well settled that one who
[is] neither a party to a contract nor a contemplated
beneficiary thereof cannot sue to enforce the promises
of the contract . . . . [W]hether a party has standing,
based upon a given set of facts, is a question of law for
the court . . . and in this respect the label placed on
the allegations by the parties is not controlling.’’ (Cita-
tions omitted; internal quotation marks omitted.)
Dow & Condon, Inc. v. Brookfield Development Corp.,

266 Conn. 572

, 579–80, 

833 A.2d 908

(2003).
   Where, as here, the motion to dismiss is supported
by an affidavit and the contract central to the dispute,
the court may consider supplementary undisputed
facts contained in those documents in deciding the
motion to dismiss. ‘‘If affidavits and/or other evidence
submitted in support of a defendant’s motion to dismiss
conclusively establish that jurisdiction is lacking, and
the plaintiff fails to undermine this conclusion with
counteraffidavits . . . or other evidence, the trial court
may dismiss the action without further proceedings.
. . . If, however, the defendant submits either no proof
to rebut the plaintiff’s jurisdictional allegations . . . or
only evidence that fails to call those allegations into
question . . . the plaintiff need not supply counteraffi-
davits or other evidence to support the complaint, but
may rest on the jurisdictional allegations therein. . . .
   ‘‘[Furthermore] where a jurisdictional determination
is dependent on the resolution of a critical factual dis-
pute, it cannot be decided on a motion to dismiss in
the absence of an evidentiary hearing to establish juris-
dictional facts. . . . Likewise, if the question of juris-
diction is intertwined with the merits of the case, a
court cannot resolve the jurisdictional question without
a hearing to evaluate those merits. . . . An evidentiary
hearing is necessary because a court cannot make a
critical factual [jurisdictional] finding based on memo-
randa and documents submitted by the parties. . . .
[D]efendants’ states of mind and motives [are] facts
that . . . are not ordinarily subject to determination
on the basis of documentary proof alone.’’ (Citations
omitted; footnotes omitted; internal quotation marks
omitted.) Conboy v. State, 

292 Conn. 642

, 652–54, 

974 A.2d 669

(2009);

id., 654

(issue of sovereign immunity
could not be resolved on motion to dismiss because
state’s argument ‘‘turned on [the] particular resolution
of [a] factual dispute’’ requiring ‘‘a full trial on the merits
of the action’’); see Giannoni v. Commissioner of
Transportation, 

322 Conn. 344

, 355 n.12, 

141 A.3d 784

(2016) (when evidence necessary to court’s determina-
tion of jurisdiction requires weighing by fact finder,
issue may be ‘‘more appropriate for consideration at
trial’’).
   ‘‘The [third-party] beneficiary doctrine provides that
[a] [third-party] beneficiary may enforce a contractual
obligation without being in privity with the actual par-
ties to the contract. . . . Therefore, a [third-party] ben-
eficiary who is not a named obligee in a given contract
may sue the obligor for breach.’’ (Internal quotation
marks omitted.) Wykeham Rise, LLC v. Federer, 

305 Conn. 448

, 473, 

52 A.3d 702

(2012). ‘‘[A] third party
seeking to enforce a contract must allege and prove
that the contracting parties intended that the promisor
should assume a direct obligation to the third party.’’
Stowe v. Smith, 

184 Conn. 194

, 196, 

441 A.2d 81

(1981).
‘‘[T]he fact that a person is a foreseeable beneficiary
of a contract is not sufficient for him to claim rights
as a [third-party] beneficiary. . . . Performance of a
contract will often benefit a third person. But unless
the third person is an intended beneficiary . . . no duty
to him is created.’’ (Citation omitted; footnote omitted;
internal quotation marks omitted.) Hilario’s Truck Cen-
ter, LLC v. Rinaldi, 

183 Conn. App. 597

, 604, 

193 A.3d 683

, cert. denied, 

330 Conn. 925

, 

194 A.3d 776

(2018).
  ‘‘Section 302 of 2 Restatement (Second) of Contracts
(1981) defines intended and incidental beneficiaries
as follows:
  ‘‘(1) Unless otherwise agreed between promisor and
promisee, a beneficiary of a promise is an intended
beneficiary if recognition of a right to performance in
the beneficiary is appropriate to effectuate the intention
of the parties and either
  ‘‘(a) the performance of the promise will satisfy an
obligation of the promisee to pay money to the benefi-
ciary; or
   ‘‘(b) the circumstances indicate that the promisee
intends to give the beneficiary the benefit of the prom-
ised performance.
  ‘‘(2) An incidental beneficiary is a beneficiary who is
not an intended beneficiary.’’ (Internal quotation marks
omitted.)

Id., 604

n.5.
   ‘‘The law regarding the creation of contract rights in
third parties in Connecticut is . . . well settled. . . .
[T]he ultimate test to be applied [in determining
whether a person has a right of action as a third-party
beneficiary] is whether the intent of the parties to the
contract was that the promisor should assume a direct
obligation to the [third-party] [beneficiary] and . . .
that intent is to be determined from the terms of the
contract read in the light of the circumstances attending
its making, including the motives and purposes of the
parties. . . . [I]t is not in all instances necessary that
there be express language in the contract creating a
direct obligation to the claimed [third-party] beneficiary
. . . . [T]he only way a contract could create a direct
obligation between a promisor and a [third-party] bene-
parties to the contract so intended. . . .
   ‘‘The requirement that both contracting parties must
intend to confer enforceable rights in a third party rests,
in part at least, on the policy of certainty in enforcing
contracts. That is, each party to a contract is entitled
to know the scope of his or her obligations thereunder.
That necessarily includes the range of potential third
persons who may enforce the terms of the contract.
Rooting the range of potential third parties in the inten-
tion of both parties, rather than in the intent of just
one of the parties, is a sensible way of minimizing the
risk that a contracting party will be held liable to one
whom he neither knew, nor legitimately could be held
to know, would ultimately be his contract obligee.’’
(Citations omitted; internal quotation marks omitted.)
Dow & Condon, Inc. v. Brookfield Development 

Corp., supra

, 

266 Conn. 580

–81. Where the language of the
contract is unambiguous, ‘‘a proper analysis of the lan-
guage at issue is not dependent on extrinsic evidence
of the parties’ intent. See Parisi v. Parisi, 

315 Conn. 370

, 383, 

107 A.3d 920

(2015) (‘[w]hen only one interpre-
tation of the contract is possible, the court need not
look outside the four corners of the contract’ . . .).’’
Raczkowski v. McFarlane, 

195 Conn. App. 402

, 411 n.4,

225 A.3d 305

(2020).
   In the present case, the contract between the town
and the defendant is made up of the following contract
documents: the agreement, the supplementary condi-
tions, the general conditions, the addenda (if any), and
the defendant’s bid. The agreement provides in relevant
part that the defendant ‘‘shall complete all [w]ork as
specified . . . in the [c]ontract [d]ocuments,2 including
all necessary incidental work. The purpose of the proj-
ect is miscellaneous residential upgrades at [four resi-
dential addresses, including the plaintiff’s address].’’
(Footnote added.) The agreement requires that all work
be completed within sixty days. It also contains a liqui-
dated damages provision that includes a ‘‘time is of the
essence’’ clause, requiring the defendant to pay to the
town $500 each day that the work is incomplete after
the sixty day time period. The agreement also provides
that the town will pay the defendant $12,000 for the
work to be done to the plaintiff’s property, and it pro-
vides a mechanism for progress payments.
   Also in the agreement are several representations of
the defendant, including that the defendant has studied
the contract documents and other data identified in the
bidding documents, it has visited the work sites and
become familiar with them, and it does not believe
any further information or examination is necessary in
order for it to complete the project. The agreement
further provides that the rights and obligations under
it cannot be assigned without the consent of the other
party and that the defendant and the town ‘‘each binds
itself and its partners, successors, assigns, and to the
other party hereto and its partners, successors and
assigns in respect of all covenants, agreements, and
obligations contained in the [c]ontract [d]ocuments.’’
In the agreement, the defendant also agrees to comply
with all federal, state, and local laws, and all rules,
regulations, and ordinances of the town that may affect
the work or services rendered by the defendant.
   In the supplementary conditions, there is, inter alia,
an indemnification provision that provides that the
defendant will indemnify and hold harmless the town
from any and all claims made against it to the extent
that any claim directly and proximately results from
the wrongful, wilful, or negligent performance of the
defendant during its performance of the agreement. In
the general conditions,3 the defendant, among other
things, is prohibited from placing a lien on any property
on which it is working under the agreement.
   The plaintiff argues that, although the defendant and
the town were the parties to the contract, the contract
was meant to benefit the plaintiff. ‘‘The town’s role was
only to facilitate the work and to pay the defendant
from funds made available through the program. No
services were provided to the town [and] the intended
beneficiary was [the plaintiff] . . . .’’ She argues that,
unlike the plaintiff in Grigerik v. Sharpe, 

247 Conn. 293

, 

721 A.2d 526

(1998), a case relied on by the defen-
dant and the trial court, she is not merely a foreseeable
beneficiary, but, rather, she is ‘‘the beneficiary—the
person to whom all obligations under the contract were
owed.’’ (Emphasis in original.) She also argues that if
the intent of the contracting parties cannot be ascer-
tained from the contract alone, the court should have
reserved the question for the fact finder.
   In Grigerik, the plaintiff, who was the purchaser of
a property, brought breach of contract and negligence
claims against the defendants, an engineering company
and its owner, who had been hired by the plaintiff’s
predecessor in title to test soil and design a septic
system for the property.

Id., 296.

The plaintiff alleged
that he was a foreseeable third-party beneficiary to the
contract.

Id. The jury found

in favor of the plaintiff,
concluding that he was a foreseeable beneficiary of the
contract although not an intended beneficiary, and the
court rendered judgment in accordance with the ver-
dict.

Id. After the Appellate

Court reversed that judg-
ment and ordered, in part, a new trial on the breach
of contract count, our Supreme Court, after granting
certification to appeal, held in relevant part that the
fact that the plaintiff may have been a foreseeable bene-
ficiary of the contract between the plaintiff’s predeces-
sor in title and the defendants was inconsequential to
whether he was a third-party beneficiary to the contract.

Id., 309–10.

  Our Supreme Court specifically quoted and relied on
§ 302 of the Restatement (Second), which provides in
relevant part: ‘‘Unless otherwise agreed between promi-
sor and promisee, a beneficiary of a promise is an
intended beneficiary if recognition of a right to perfor-
mance in the beneficiary is appropriate to effectuate
the intention of the parties and . . . the circumstances
indicate that the promisee intends to give the benefi-
ciary the benefit of the promised performance.’’
(Emphasis omitted; internal quotation marks omitted.)

Id., 317.

The court explained that ‘‘the language of the
Restatement (Second) suggests that the right to perfor-
mance in a [third-party] beneficiary is determined both
by the intention of the contracting parties and by the
intention of one of the parties to benefit the third party.’’

Id. The court held,

therefore, that the intent of both
parties to the contract determines whether a third party
is entitled to third-party beneficiary status, and the fact
that the plaintiff in that case may have been a foresee-
able beneficiary of the contract was not sufficient to
confer third-party beneficiary status on him because
the jury specifically had found that the plaintiff was
not an intended beneficiary of the contract.

Id., 317–18.

We agree with the plaintiff that Grigerik is inapposite.
The issue of the intent of the town and the defendant
in the present case has not been presented to a jury as
it was in Grigerik. Rather, in the present case, the court
ruled as a matter of law that the plaintiff did not have
standing because there was no ‘‘specific language in the
contract evidencing [the defendant’s] intent to create
a direct obligation to her.’’ Such specific language, how-
ever, is not necessary. See Dow & Condon, Inc. v. Brook-
field Development 

Corp., supra

, 

266 Conn. 580

–81.
   We, instead, are guided by our Supreme Court’s deci-
sion in Gateway Co. v. DiNoia, 

232 Conn. 223

, 

654 A.2d 342

(1995). In Gateway Co., the trial court had
concluded that the plaintiff, The Gateway Company
(Gateway), was not a third-party beneficiary because
‘‘there was nothing to indicate either that [the original
parties to the lease had] intended to confer a benefit
upon Gateway, or that they [had] intended to give Gate-
way a right to sue [the defendant] DiNoia.’’ (Emphasis
in original; internal quotation marks omitted.)

Id., 230.

Our Supreme Court concluded that the trial court had
‘‘focused on the wrong inquiry,’’ explaining that ‘‘[t]he
proper test to determine whether a lease creates a
[third-party] beneficiary relationship is whether the par-
ties to the lease intended to create a direct obligation
from one party to the lease to the third party.’’ (Empha-
sis omitted.)

Id., 231.

The court further explained that,
‘‘[a]lthough ordinarily the question of contractual intent
presents a question of fact for the ultimate fact finder,’’
where, as in Gateway Co., the language of the contract
is clear and unambiguous ‘‘it becomes a question of
law for the court.’’ (Internal quotation marks omitted.)

Id., 232.

   In the present case, we conclude that the trial court
also misconstrued the appropriate inquiry when it deter-
mined that the plaintiff failed to establish standing sim-
ply because there was no ‘‘specific language in the con-
tract evidencing [the defendant’s] intent to create a
direct obligation to her.’’ A review of the contract docu-
ments reveals that there also is no specific language in
the contract evidencing the defendant’s intent that it
have no direct obligation to the plaintiff. The contract
did provide, however, that the defendant would install
a new roof on the plaintiff’s home and that the defendant
would comply with applicable laws, regulations and
ordinances. The identification of the plaintiff’s home
as the location where the work is to be done can be
read as evidencing an intent that she is a third-party
beneficiary of the contract. At the same time, the fact
that the contract provides rights to review the work
performed by the defendant and remedies for breach
of the defendant’s obligations solely to the town can
be read as evidencing the parties’ intent that the plaintiff
is not a third-party beneficiary. The court failed to con-
sider these competing interpretations when it focused
its inquiry singularly on whether there was express
language in the contract creating a direct obligation
from the defendant to the plaintiff.
   Given that it is unclear from the terms of the agree-
ment between the town and the defendant whether they
intended the plaintiff to be a third-party beneficiary of
their contract, the court also failed to consider the terms
of the contract ‘‘in the light of the circumstances
attending its making, including the motives and pur-
poses of the parties.’’ (Internal quotation marks omit-
ted.) Dow & Condon, Inc. v. Brookfield Development

Corp., supra

, 

266 Conn. 580

–81.4 Consequently, this is
not a case in which the defendant’s motion to dismiss
can be decided simply on the basis of the affidavit
submitted by the defendant and the language of the
contract. Instead, an evidentiary hearing is required
to make the critical factual finding as to whether the
plaintiff has standing as a third-party beneficiary. See
Conboy v. 

State, supra

, 

292 Conn. 653

–54. Furthermore,
because resolution of this factual issue is intertwined
with the merits of the case, resolution of this jurisdic-
tional question should be resolved by the ultimate fact
finder as part of the trial on the merits.

Id. The judgment is

reversed and the case is remanded
for further proceedings according to law.
      In this opinion the other judges concurred.
  1
      The plaintiff also named as a defendant the town of Bloomfield. Before
the court rendered a judgment of dismissal, however, the plaintiff withdrew
her claims against the town. For purposes of this appeal, we refer to Plourde
Enterprises, LLC, as the defendant.
    2
      Only one page of the bidding documents is in the record. This page lists
each address for which the defendant was submitting a bid, and it separately
lists the bid for each individual aspect of each home address. For example,
for the plaintiff’s address, the defendant set forth her street with the descrip-
tion ‘‘roof’’ and a bid of $12,000. For a property on Brooke Street, it listed
‘‘insulation’’ with a bid of $5600, and it listed ‘‘flooring’’ with a bid of $7800.
    3
      The general conditions are set forth in a document prepared by the
United States Department of Housing and Urban Development.
   4
     Although the terms of the program, including the requirement that the
plaintiff agree that the town could place a lien on her property in the
amount that the town had paid to complete repairs to her roof, evidence
circumstances strongly indicative of the town’s intent to make the plaintiff
an intended third-party beneficiary of the contract, whether the defendant
was aware of the program and shared the same intent is less clear.

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