Comfort Zone Heating-Cooling-Refrigeration Services v. GRJH, Inc. & a.

THE STATE OF NEW HAMPSHIRE

SUPREME COURT

In Case No. 2016-0330, Comfort Zone Heating-Cooling-
Refrigeration Services v. GRJH, Inc. & a., the court on May 11,
2017, issued the following order:

Having considered the brief and record submitted on appeal, we conclude
that oral argument is unnecessary in this case. See Sup. Ct. R. 18(1). We
affirm.

The defendant, GRJH, Inc., appeals the order of the Circuit Court
(Patten, J.) entering a judgment for the plaintiff, Comfort Zone Heating-Cooling-
Refrigeration Services, a sole proprietorship of Harold Fall, in a small claims
case in the amount of $1,983.30, plus costs and interest.1 The defendant
argues that the trial court erred in: (1) finding that its agents had apparent
authority to contract with the plaintiff, when the plaintiff failed to plead such a
theory, and when, according to the defendant, the evidence did not support it;
(2) finding that it breached a contract; (3) failing to make explicit findings
regarding the elements of the contract; and (4) precluding it from introducing
evidence to support its defenses.

There is no dispute that the defendant contracted with the plaintiff to
install new compressors in the cooling systems at two of its stores, one in
Conway and one in Madison. Nor is it disputed that the defendant paid the
plaintiff for the two installations. The dispute is over whether, several months
after the installations, the defendant entered into separate contracts with the
plaintiff to repair the cooling system in each store when it failed. The
defendant’s corporate officer testified that she did not authorize the store
managers to contract with the plaintiff to perform the additional services. The
trial court found that the managers had the apparent authority to enter into
the contracts with the plaintiff, regardless of whether they had actual authority
to do so.

As an initial matter, the defendant argues that the court erred in finding
that its managers had apparent authority because the plaintiff did not plead
such a theory to support his claim; therefore, the defendant argues, it lacked
an adequate opportunity to prepare a defense. It is the burden of the appealing
party, here the defendant, to demonstrate that it raised its issues in the trial
court. Bean v. Red Oak Prop. Mgmt., 151 N.H. 248, 250 (2004). Because the
record fails to show that the defendant raised this issue in the trial court, we
conclude that it is not preserved for review. See id.

1 On March 17, 2014, the trial court dismissed the claim against defendant Lauren

Simons.
 The defendant also argues that the evidence does not support a finding
that the managers had the apparent authority to contract with the plaintiff for
the additional services. “We have defined apparent authority as that authority
which exists where the principal so conducts himself as to cause a third party
to reasonably believe that the agent is authorized to act.” Demetracopoulos v.
Strafford Guidance Ctr., 130 N.H. 209, 215 (1987) (quotation omitted).
Whether an agent has acted within his apparent authority is a question for the
trier of fact. State v. Zeta Chi Fraternity, 142 N.H. 16, 24 (1997). We will
affirm the trial court’s factual findings unless they are unsupported by the
evidence. Kessler v. Gleich, 156 N.H. 488, 491 (2007).

The plaintiff testified that, typically, he conducts his business with store
managers, not owners. He further testified that the defendant’s store
managers previously had asked him to install new compressors, which he did;
therefore, when the same managers called him again several months later and
asked him to repair the coolers, he assumed that they had the authority to
contract with him to make the repairs. The plaintiff testified that he left his
invoices for the repairs at the stores, rather than mailing them to the corporate
office. This evidences his understanding that the managers had the authority
to pay for his services.

The defendant’s corporate officer admitted that she had authorized the
managers to contract with the plaintiff to install the new compressors, but
asserted that she did not authorize them to have him perform the additional
services. When the trial court asked the officer how contractors such as the
plaintiff are expected to know when the managers have authority to contract,
and when they do not, she testified that “the manager tells them.” Neither
store manager testified at the hearing. The plaintiff testified that the managers
“called me to get things running,” adding that “someone authorized the work or
I wouldn’t do it.” We conclude that the record supports the trial court’s finding
that the managers had the apparent authority to contract with the plaintiff for
the additional services. See Demetracopoulos, 130 N.H. at 215-16.

The defendant also argues that the trial court erred in finding it liable for
breach of contract when, it asserts, there was no contract. A valid, enforceable
contract requires offer, acceptance, and a meeting of the minds on all essential
terms. Glick v. Chocorua Forestlands Ltd. P’ship, 157 N.H. 240, 252 (2008).
Disputed questions of fact as to the existence and terms of a contract are to be
determined by the trier of fact. Chisholm v. Ultima Nashua Indus. Corp., 150
N.H. 141, 145 (2003). We will sustain the trial court’s findings and rulings
unless they are unsupported by the evidence or legally erroneous. Glick, 157
N.H. at 252.

The plaintiff testified that, on different dates, he received telephone calls
from the store managers reporting that the cooling systems at each location
were not working properly. “They needed their coolers up and running,” he
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testified, and “[t]hey called me to get things running.” The manager of the
Madison store called him on a Sunday, and he performed the work the same
day. At the Conway store, the plaintiff found that certain components
surrounding the compressor, not the compressor itself, had failed, which
caused the compressor to shut down. The plaintiff testified that “I did what
I needed to do to fix that and, of course, then I charged her for that.” At the
Madison store, the plaintiff found that a heater on the compressor — not the
compressor itself — had failed. The plaintiff installed a new heater and
charged the defendant for parts and labor.

The plaintiff left his invoices at the stores. One of the invoices was
signed by a manager or other store employee who, by her signature, affirmed
both her “authority to order the work outlined above,” and that the work “has
been satisfactorily completed.” Based upon this record, we conclude that the
trial court’s finding — that the defendant’s Conway and Madison store
managers each contracted with the plaintiff to repair the cooling system in the
manager’s store — is supported by the evidence. Glick, 157 N.H. at 252.

The defendant next argues that the trial court failed to make explicit
findings regarding the existence of the elements of the contract. In the absence
of a party’s request, the trial court generally is not obligated to make express
findings. Caouette v. Town of New Ipswich, 125 N.H. 547, 558 (1984). We
assume the trial court made all findings necessary to support its decision, even
if it did not do so expressly. Nordic Inn Condo. Owners’ Assoc. v. Ventullo, 151
N.H. 571, 586 (2004). We conclude that the record supports the trial court’s
express and implied findings that the defendant contracted with the plaintiff to
perform the additional services. See Glick, 157 N.H. at 252.

Finally, the defendant argues that the court precluded it from
“completing her line of questioning” to support its defense that the plaintiff’s
additional work was improper, or that his installation of the compressors was
faulty. The record shows that the defendant’s counsel was cross-examining the
plaintiff about refrigerants when the court stated, “I’m not sure I understand
the point of all this, although it’s very interesting.” The record does not show
that the court precluded the defendant’s counsel from completing her
questioning or from introducing evidence to support its defenses. Accordingly,
we find no error. See In the Matter of Conner & Conner, 156 N.H. 250, 252
(2007) (trial court has broad discretion in managing proceedings before it).

Affirmed.

Dalianis, C.J., and Hicks, Lynn, and Bassett, JJ., concurred.

Eileen Fox,
Clerk
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