Background
This case arose from a construction dispute involving the Infrastructure Improvements to Connecticut State Pier project. In December 2020, Kiewit Infrastructure Co. contracted with the Connecticut Port Authority to perform construction work. Kiewit then subcontracted with Blakeslee Arpaia Chapman, Inc. in March 2021 for demolition and disposal services related to mooring dolphins, with a contract value of $1,877,290. A payment bond in the amount of $204,000,000 was posted for protection of subcontractors.
In July 2021, an underwater inspection revealed that the mooring dolphin piles were substantially different and structurally unsound compared to what the bid documents indicated. Due to these unforeseen site conditions and with Kiewit’s direction, Blakeslee modified its work plan, methods, and schedule, incurring additional costs of $763,497.09. Despite multiple communications about the extra work and associated costs, both Kiewit and the Connecticut Port Authority refused to pay. After completing its work in December 2021, Blakeslee filed this lawsuit in November 2022.
In its February 2023 revised complaint, Blakeslee alleged unjust enrichment and other claims. The Connecticut Port Authority filed a motion to dismiss, asserting sovereign immunity as an arm of the state and arguing that the unjust enrichment claim was barred by the payment bond statute (General Statutes § 49-41). The trial court denied the motion to dismiss, and the Port Authority appealed.
The Court’s Holding
The Connecticut Appellate Court affirmed the trial court’s denial of the motion to dismiss, holding that the Connecticut Port Authority is not entitled to sovereign immunity and remains subject to suit. In applying the eight-factor test from Gordon v. H.N.S. Management Co., the court found the Port Authority’s enabling legislation (General Statutes § 15-31a et seq.) decisive. The statute expressly provides that the Port Authority “shall not be construed to be a department, institution or agency of the state” and grants it the power to “sue and be sued in its own name.”
The court emphasized that this statutory language was “highly suggestive of the legislature’s intent that the [Port Authority] is not an arm of the state that is entitled to sovereign immunity.” The designation of the Port Authority as a “body politic and corporate”—an independent corporate entity separate from state government—reinforced this conclusion. Additionally, memoranda of understanding between the Port Authority and other state agencies expressly preserved sovereign immunity for those agencies while making no mention of immunity for the Port Authority, further supporting the distinction between the Port Authority and true state arms.
Key Takeaways
- Quasi-public agencies in Connecticut are not automatically entitled to sovereign immunity merely by virtue of their quasi-public status or involvement in governmental functions.
- Express statutory language stating that an entity “shall not be construed to be” a state department or agency is strong evidence against sovereign immunity, taking precedence over other factors suggesting state involvement.
- The presence of “sue and be sued” language in enabling legislation weighs heavily against sovereign immunity because such language is atypical of statutes intended to shield entities from suit.
- Enabling legislation language is a critical factor in the sovereign immunity analysis and should be examined carefully for legislative intent regarding an entity’s legal status.
Why It Matters
This decision significantly impacts contractors and subcontractors working on state projects. It clarifies that quasi-public agencies—despite their involvement in governmental functions, state funding, and infrastructure projects—remain suable entities when their enabling statutes expressly disclaim arm-of-state status. This reduces legal uncertainty and prevents such entities from using sovereign immunity as a blanket shield in contractual disputes. For construction industry participants, the ruling reinforces that payment bond protections and contractual remedies remain available against quasi-public entities, and that claims can proceed despite the entity’s public nature.
The court’s emphasis on statutory interpretation also provides clear guidance for analyzing other quasi-public agency enabling statutes. By holding that statutory language takes precedence in determining sovereign immunity eligibility, the court ensures that quasi-public agencies cannot claim immunity beyond what the legislature explicitly authorized, creating predictable rules for private parties contracting with such entities.