SK Contractors Group, Inc., d/b/a SK Contractors, LLC v. DIV005, LLC, Milbank Investment Holding, LLC, Belpointe Capital Management, LLC, and Pointe Residential Builders Milbank LLC

Summary

The United States District Court for the District of Connecticut grants summary judgment to Milbank Investment Holding, LLC, Belpointe Capital Management, LLC, and Pointe Residential Builders Milbank LLC on Counts Two, Three, and Four of SK Contractors Group, Inc.’s amended complaint. The court concludes that SK was not a party or intended third-party beneficiary of the relevant contract, failed to produce evidence of a misrepresentation concerning a joint check agreement, and could not pursue unjust enrichment where an enforceable subcontract governed the claimed unpaid work. The action involved construction work, alleged nonpayment, and the bankruptcy of subcontractor DIV005, LLC.

Holdings

1. A plaintiff cannot maintain a direct breach-of-contract claim against defendants that were not parties to the contract and cannot identify a contractual provision breached by those defendants.
2. SK was not entitled to enforce the Milbank Agreement as a third-party beneficiary because the agreements did not clearly express an intent that the Milbank Defendants assume a direct contractual obligation to SK.
3. Summary judgment was proper on SK's negligent-misrepresentation claim because SK offered no evidence that any Milbank Defendant made a factual misrepresentation that it would sign a joint check agreement or pay SK.
4. SK could not recover in unjust enrichment from Milbank and Belpointe because an enforceable contract governed the subject matter of its claim for unpaid work.
5. SK could not establish unjust enrichment against Milbank and Belpointe because they paid the intermediary contractor and incurred additional costs to repair and complete the work, and SK alleged no fraud.

Questions Presented

1. Whether SK could maintain a direct breach-of-contract claim against Pointe or the other Milbank Defendants when none was a party to the SK Subcontract.
2. Whether SK was an intended third-party beneficiary of the Milbank Agreement and could enforce payment obligations against Pointe.
3. Whether SK produced evidence sufficient to create a genuine issue that a Milbank Defendant made a misrepresentation that it would sign a joint check agreement or pay SK.
4. Whether SK could recover in unjust enrichment from Milbank and Belpointe for unpaid work when the subject matter was governed by SK's contract with DIV005.
5. Whether Milbank and Belpointe were unjustly enriched where they paid DIV005 and additionally incurred costs to repair and complete the steel work.

Disposition

dismissed