Full opinion text
RULING ON PLAINTIFF’S APPLICATION FOR PREJUDGMENT REMEDY, MOTION FOR DISCLOSURE OF ASSETS & AMENDED MOTION FOR PREJUDGMENT REMEDY MARGOLIS, United States Magistrate Judge. Plaintiff Electro-Methods, Inc. [“EMI”], a corporation in the business of manufacturing and selling jet engine parts, commenced this action on May 2, 2006 against defendant Adolf Meller Company, D/B/A/ Meller Optics, Inc., D/B/A/ Advanced Laser Technologies [“Advanced Laser”], in which Complaint (Dkt.# 1) plaintiff alleges breach of contract, or in the alternative, negligence arising out of defendant’s failure to perform under bids in connection with part numbers 5015T39G02 and 2002M98P02 (First to Fourth Counts); breach of contract arising out of defendant’s failure to perform under a bid in connection with part numbers 1804M55P04, L56773P02, and 1804M55P03 (Fifth Count); and breach of contract, or in the alternative, negligence, arising out of defendant’s failure to perform under a bid in connection with part number 9528M94G01 (Sixth and Seventh Counts). On the same day, plaintiff filed its Application for Prejudgment Remedy and affidavit in support (Dkt.# 5) and Motion for Prejudgment Disclosure of Property and Assets (Dkt.# 6). On May 25, 2006, defendant filed its Answer and Counterclaim in which defendant asserted claims for breach of contract and unjust enrichment for plaintiffs failure to pay for the products plaintiff ordered and received. (Dkt.# 9). On the same day, defendant filed its objection to plaintiffs Application for Prejudgment Remedy and brief in support. (Dkts.## 10-11). Plaintiff filed its Answer to defendant’s Counterclaim on June 14, 2006 (Dkt.# 19), and six days later, plaintiff filed its brief in opposition to defendant’s objection. (Dkt.# 24). On October 14, 2006, defendant’s Answer and Counterclaim (Dkt.# 9) was superseded by its Amended Answer, in which defendant omits the above-referenced Counterclaim. (Dkt. # 42; see Dkts. # # 33-34, 38). On November 7, 2006, plaintiff filed an Amended Motion for Prejudgment Remedy in which it seeks to secure the sum of $450,000, instead of the original amount of $150,000. (Dkt.# 53). A hearing was held before this Magistrate Judge on November 14 and 15, 2006, at which Dani Stephens, EMI’s Vice President of Operations, and William Soucy, its Vice President, testified for plaintiff, and George Gikas, Advanced Laser’s former Director of Operations, and Ray Wilder, Jr., its General Manager and former Quality Manager, testified for defendant. {See Dkts. ## 62-63 [“11/14/06 Tr.” & “11/15/06 Tr.”]. See also Dkts. # 55-56, 58). On November 22, 2006, plaintiff filed its Affidavit Re: Attorneys’ Fees and Expenses (Dkt.# 59), to which defendant filed its brief in opposition six days later. (Dkts.# 60 — 61). On January 17, 2007, plaintiff filed its reply brief. (Dkt.# 75). On December 6, 2006, plaintiff filed its Post-Hearing Brief (Dkt. # 64; see Dkt. # 54). Twenty-one days later, defendant filed its Post-Hearing Brief (Dkt. # 68; see Dkt. # 54). On January 17, 2007, plaintiff filed its Motion for Additional Pages (Dkt.# 73), its Post-Hearing Reply Brief (Dkt.# 72), and its Motion to Reopen Evidence in Hearing on Plaintiffs Application for Prejudgment Remedy (Dkt.# 74). For the reasons stated below, plaintiffs Application for Prejudgment Remedy (Dkt.# 5) is denied as moot; plaintiffs Motion to Reopen Evidence (Dkt.# 74) is granted; plaintiffs Motion for Additional Pages (Dkt.# 73) is granted; plaintiffs Motion for Prejudgment Disclosure of Property and Assets (Dkt.# 6) is granted; and plaintiffs Amended Motion for Prejudgment Remedy (Dkt.# 53) is granted in part in the amount of$250,000. /. DISCUSSION A. LEGAL STANDARD FOR PREJUDGMENT REMEDY Pursuant to the Connecticut Prejudgment Remedy Statute, Conn. Gen.Stat. § 52-278d(a): the standard for issuing a prejudgment remedy is whether or not there is probable cause to sustain the validity of the plaintiffs claim.... The legal idea of probable cause is a bona fide belief in the existence of the facts essential under the law for the action and such as would warrant a man of ordinary caution, prudence and judgment, under the circumstances, in entertaining it. Probable cause is a flexible common sense standard. It does not demand that a belief be correct or more likely true than false. Qualitive Reasoning Sys., Inc. v. Computer Scis. Corp., 3:98 CV 554(AWT), 2000 WL 852127, at *9 (D.Conn. Mar. 31, 2000)(multiple citations & internal quotations omitted). At a hearing on a prejudgment remedy, a plaintiff is “bound to furnish proof of his damages with reasonable probability, and not leave the trial court to speculation and conjecture.” Mullai v. Mullai, 1 Conn.App. 93, 95, 468 A.2d 1240 (Conn.App.l983)(per curiam). Prejudgment remedy proceedings “are only concerned with whether and to what extent the plaintiff is entitled to have property of the defendant held in the custody of the law pending adjudication of the merits of that action.” Benton v. Simpson, 78 Conn. App. 746, 751-52, 829 A.2d 68 (Conn.App. 2003) (citations and internal quotations omitted). Moreover, a prejudgment remedy hearing “is not contemplated to be a full scale trial on the merits of plaintiffs claims.... The court’s role in such a hearing is to determine probable cause by weighing probabilities” of both “legal and factual issues.” Bank of Boston Connecticut v. Schlesinger, 220 Conn. 152, 156, 595 A.2d 872 (1991) (multiple citations omitted). A court must determine, in light of its assessment of the legal issues and the credibility of the witnesses, whether a plaintiff has sustained the validity of his claim. Benton, 78 Conn.App. at 758, 829 A.2d 68. In addition to the “the validity of the plaintiffs claim,” the court must also consider “the amount that is being sought.” Calfee v. Usman, 224 Conn. 29, 38, 616 A.2d 250 (1992) (citation omitted). The damages that plaintiff claims “need not be established with precision but only on the basis of evidence yielding a fair and reasonable estimate.” Savalle v. Kobyluck, 3:00 CV 675(WWE), 2001 WL 1913746, at *2 (D.Conn. Sept. 12, 2001) (citation omitted). As stated above, plaintiff has alleged claims of breach of contract, or in the alternative, negligence with respect to purchase orders 108809, 110639 and 115512 in connection with part number 5015T39G02 [“5015s”]; breach of contract, or in the alternative, negligence, with respect to purchase order 113820 in connection with part number 2002M98P02 [“2002s”]; breach of contract with respect to purchase orders 121715, 124545 and 125895 in connection with part numbers 1804M55P04, L56773P02 and 1804M55P03; and breach of contract, or in the alternative, negligence, with respect to purchase order 125805 in connection with part number 9528M94G01. B. FACTUAL FINDINGS EMI is in the business of manufacturing jet engine components for the aerospace industry and Advanced Laser is a vendor óf EMI for laser cutting and láser marking services. (See 11/14/06 Tr. 3-5). According to Dani Stephens, plaintiffs Vice President of Operations (see 11/14/06 Tr. 3), EMI would place a purchase order with Advanced Laser, which could be supplemented. (See 11/14/06 Tr. 5-6). Advanced Laser would acknowledge the purchase orders by signing them or by sending a written acknowledgment to EMI, though there were times when Advance Laser would not acknowledge the purchase orders but would just commence the work. (See 11/14/06 Tr. 7). EMI would provide Advanced Laser with the “operation sheets” [“op sheets”] and drawings, which were developed by EMI, and would “eventually” send the parts to Advanced Laser for laser cutting and marking services. (See 11/14/06 Tr. 6-8). A “First Piece Inspection Report” is generated after a vendor sends a first piece to EMI to ensure that the op sheet or drawing requirements are met. (See 11/14/06 Tr. 9). EMI responds to this report prior to the vendor completing the rest of the work. (See id.). After Advanced Laser would perform the work, it would return the parts to EMI with a packing slip, and EMI would pay Advanced Laser in thirty to forty-five days after receipt of the invoice. (See id.). According to Stephens, when EMI received parts from Advanced Laser, the parts were “not always” inspected right away and even if they were not inspected within that thirty-to-forty-five-day-period, EMI would still remit payment. (See 11/14/06 Tr. 10). However, if the parts were inspected and a non-conformance to the op sheet or the drawing was observed, a “Non-Conformance Review Form” [“NCRF”] would be generated and the non-conforming part would be held for scrap or the part, along with the NCRF, would be sent to Advanced Laser for rework to make the part conforming. (See 11/14/06 Tr. 10-11). The NCRF would be sent by mail or would accompany the packing slip. (See 11/14/06 Tr. 11-12). William Soucy, plaintiffs Vice President of Operations (see 11/14/06 Tr. 146), sets quality control policy for EMI and makes the decision to scrap non-conforming parts, which decision-making process involves reviewing how an inspector inspected the parts. (See 11/14/06 Tr. 147-48; see also 11/14/06 Tr. 151). He works with a quality team on a daily basis and is notified when a non-conforming part needs customer review or needs to go to the Materials Review Board [“MRB”]. (11/14/06 Tr. 146-47). Depending on the technical nature of the non-conformance, Soucy can perform a visual inspection or the part can be placed on a coordinate measuring machine [“CMM”] which inspects multiple datums simultaneously, and which can show, the dimension of a feature and examine if it is within blueprint tolerance. (See 11/14/06 Tr. 148-50). Soucy explained that the aerospace field is very complex and the precision of these parts is paramount. (See 11/14/06 Tr. 151-52). Once the parts are sent to EMI’s customers, most of which manufacture parts for the military, the parts do not undergo further inspection — “[t]hey actually go right into the engines.” (See id.). The parts are shipped directly into war areas, like Iraq, and if there are non-conforming parts, they can cause an airplane to crash; as Soucy testified bluntly, “[fit’s just that simple.” (See 11/14/06 Tr. 151-52). The operation sheets (see, e.g., Exh. 4, Tab 3) explain to the supplier how to perform the operation and the parts will be deemed non-conforming if they cannot pass an airflow test. (See 11/14/06 Tr. 179-80). If the holes are too small, they impede air flow in the plane’s engine and will not keep the engine cool. (See 11/14/06 Tr. 184-85). If one hole is bad, the entire part is not scrapped, particularly if the holes are too large, but the percentage of permissible non-conforming holes cannot allow for a mass amount of cooling in one part of an engine because the other part of the engine will burn up. (See 11/14/06 Tr. 185-86). Passing an air flow test is an obligation of Advanced Laser’s performance. (See 11/14/06 Tr. 186, 220-22; Exh. 4, Tab 3, at 3). Ray Wilder, who is currently the General Manager of Advanced Laser (see 11/15/06 Tr. 105,135), but was, for the first three years of its existence, both the General Manager and the Quality Manager of Advanced Laser, was responsible for manufacturing output and for overseeing the quality of the parts that were shipped. (See 11/15/06 Tr. 135-37). In order of importance, Wilder characterized the purchase orders as the “Bible,” then the “pictorial part of the drawing,” then the notes on the drawing, and then the specifications. (11/15/06 Tr. 118). On this basis, not every piece that Advanced Laser la-sered had to be inspected, but rather, according to Wilder, sampling inspection was acceptable. (See 11/15/06 Tr. 161-63). According to Wilder, if a part was nonconforming, Advanced Laser would first try to rework the part internally and if it was still non-conforming, Advanced Laser would still send it to EMI but would physically attach a “tag” and mark on the certificate that the parts are to be evaluated by the customer to see if there is a chance that the part could still be used. (See 11/15/06 Tr. 190-95). Advanced Laser would then do an internal “corrective action review” [“CAR”]. (See 11/15/06 Tr. 189-93). Wilder, however, could not recall if there were any instances of this happening with EMI. (See 11/15/06 Tr. 193). 1. FIRST AND SECOND COUNTS— P.O. NOS. 108809, 110639 & 115512/ PART NO. 5015T39G02 Plaintiff seeks damages with respect to the 5015s that were the subject of three purchase orders: Nos. 108809, 110639 and 115512. (See, e.g., Exh. 6, Tab 1). According to Stephens, work was not performed under the first purchase order, No. 108809, because Advanced Laser could not install the slots in accordance with the blueprint requirements; thus, a new purchase order, No. 110639, was issued on October 14, 2001 for three hundred and seventy parts. (See 11/14/06 Tr. 38-39; Exh. 6, Tab 1). Eleven days later, Advanced Laser sent an acknowledgment of the purchase order in which the “First P[iece] Inspection” and “Process Certification Req’d” was noted. (Exh. 6, Tab 2). According to EMI, Advanced Laser’s work did not comply with the original purchase order No. 110639, as Advanced Laser did not make the “actuating ring” for the 5015s properly. (See 11/14/06 Tr. 73-74). The manufacture of the ring assembly was described in the op sheets, which included detailed instructions including the blueprint dimensions and a listing of a series of different tooling operations. (See 11/14/06 Tr. 73-75). These parts were to undergo “Operation 240” by Advanced Laser, which is to cut sixty-eight slots in this ring (11/14/06 Tr. 75); the development of the laser cutting parameters for these sixty-eight slots was the responsibility of George Gikas, who was Advanced Laser’s Director of Operations at the time (see 11/15/06 Tr. 9-11, 57), and the position of the sixty-eight slots was a “very critical” or “major characteristic” of the part. (11/14/06 Tr. 222). As Stephens testified, Advanced Laser sent non-conforming parts to EMI, so EMI went to its own customer and requested an increase in the tolerances on the blueprints so that Advanced Laser’s work could be accepted. (11/14/06 Tr. 38-39). However, EMI’s customer could not agree to the change so EMI was “forced to close [the] contract short” because of the “amount of scrap that was generated by Advanced Laser.” (11/14/06 Tr. 39). a. OPERATION 240, REVISION D In late 2002, the dimensions in Operation 240 were revised to slightly reduce the final dimensions, as stated in Operation 240, Revision D. (See 11/14/06 Tr. 75-76, 79, 226-28; Exh. A). When this revision occurred, EMI “cancelled” the pre-existing purchase order and issued a new purchase order, bearing the same number, asking Advanced Laser to make the parts according to Operation 240, Revision D. (See 11/14/06 Tr. 76-77, 80; Exh. A). In a facsimile to Wilder, dated November 19, 2002, Stephens memorialized the cancel-ling of the old purchase order and the issuing of Operation 240, Revision D the new purchase order. (See 11/14/06 Tr. 135; Exh. I). Additionally, in this correspondence, Wilder was informed by Stephens that there were “several non-con-formances on the two parts [that Advanced Laser] recently sent [to EMI].” (See 11/14/06 Tr. 135-36; Exh. I). Initially, EMI contracted with Advanced Laser to manufacture parts to the drawing specifications outlined in Operation 240, Revision D, but when Advanced Laser could not meet the specifications, EMI “ended up having to mill [the parts], in house, ... in order to make the contract with [its] customer,” the U.S. Navy. (11/14/06 Tr. 129, 86). Additionally, because Advanced Laser was not able to laser the slots so that they could be verified on the CMM, it employed a nearby machine shop, Northeast Manufacturing, for the lasering work since Northeast Manufacturing’s CMM matched EMI’s CMM for inspection. (See 11/15/06 Tr. 11-12, 17). According to Gikas, EMI said that it would machine the slots so that Advanced Laser would only have to rough machine them prior to their submission to EMI. (See 11/15/06 Tr. 13). Thus, Advanced Laser started shipping the parts with the “stock” left on which EMI would machine off. (See 11/14/06 Tr. 85-86; 11/15/06 Tr. 17-18, 22). According to Gikas, EMI never told him this was a problem. (See 11/14/06 Tr. 84; 11/15/06 Tr. 22, 24, 25-26). Right before the parties agreed to Operation 240, Revision D, EMI provided Advanced Laser with a “functional gauge” which was calibrated to EMI’s CMM, that Advanced Laser could put on its own laser tool so that the parts could be inspected to the blueprint requirements. (See 11/15/06 Tr. 19-23, 52, 54, 57-58, 87-89). The functional gauge was used to determine the location of the slots, not the size of the slots. (See Tr. 11/15/06 Tr. 19, 50). According to Gikas, prior to leaving Advanced Laser, the parts were inspected on “process sheets” which were then attached to the “travelers.” (See Exhs. J-M; 11/15/06 Tr. 32-33). Wilder sent out Certificates of Conformance, certifying that the parts met the drawing requirements when they left Advanced Laser (see 11/15/06 Tr. 98-99), and on January 8, 2003, Advanced Laser completed inspection reports for the 5015s, verifying that the parts were conforming. (See 11/15/06 Tr. 66-67). However, not all of the 5015s were inspected by Advanced Laser (see 11/15/06 Tr. 117); rather, the first and last pieces and “numerous pieces [were] inspected in between,” and based on that, Gikas testified that there was enough statistical evidence so that not all of the parts had to be inspected. (See 11/15/06 Tr. 91-92, 122). According to Wilder, “sampling” or “normal” inspection was permitted in the purchase order as the purchase order references Standard 45208 and AS9000, paragraph 4.6.4.3. (See 11/15/06 Tr. 152-55, 160-61; Exh. 6, Tab 1, at 1-2). However, the standards referenced in the purchase order do not provide for “sampling” inspection. (See 11/15/06 Tr. 165— 68; Exhs. 18-19). Gikas testified that the parts Advanced Laser sent to EMI were one hundred percent on the functional gauge in a “stock on” condition (see 11/15/06 Tr. 30-31, 94, 123; see also 11/15/06 Tr. 34-35), though this is not reflected in the inspection reports. (See 11/15/06 Tr. 94-95). Wilder urged that while this fact “may not have been documented, ... [Advanced Laser] may have been inspected [one] hundred percent.” (11/15/06 Tr. 161). Moreover, in addition to inspecting the parts to “true position” with the functional gauge, Advanced Laser also inspected the size of the slots with a gauge pin. (See 11/15/06 Tr. 90-91). Once the pieces were at EMI, EMI could use a gauge pin or a vernier to check the size of the hole which would be undersized by ten thousands of an inch in a “stock on” condition. (See Tr. 11/14/06 Tr. 185; 11/15/06 Tr. 51, 56). With hesitation, Gikas testified that EMI told him that the functional gauge took the place of meeting the requirements on the op sheets, though Gikas could not recall who said this. (See 11/15/06 Tr. 53-56; but see 11/15/06 Tr. 58). This testimony notwithstanding, the op sheets specifically note that the location of the slots is a “major characteristic” or “critical characteristic” of the part (see Exh. 6, Tab 46, at 5; see 11/15/06 Tr. 95-OS), Wilder confirmed that the purchase order is the “Bible” (see 11/15/06 Tr. 118), and although using the functional gauge in connection with the 5015s was “appropriate” under the circumstances, nowhere in the purchase order, nor in the op sheets, is a functional gauge referenced. Additionally, EMI made clear to Advanced Laser, in a letter dated February 16, 2004, that although the functional gauge was provided to Advanced Laser to provide coordination of inspection methods, the “purchase order does not state that the parts are to be made to the ga[u]ge in lieu of the operation sheet requirements.” (Exh. 23). As stated above, when Advanced Laser made the slots smaller to conform to Operation 240, Revision D, EMI would have to mill the slots after Advanced Laser’s work was complete so that the slots would meet blueprint tolerances. (See 11/14/06 Tr. 84-86, 226). However, even with Revision D, some of the slots would still be so big so that even when EMI “machined” them with its very precise milling machine, the pieces were not usable. (See 11/14/06 Tr. 226-30). According to Soucy, Advanced Laser may not have been using a 360,000-increment rotary table which would be necessary to meet the blueprint tolerances. (See 11/14/06 Tr. 229-31, 233). Soucy testified that Gikas explicitly agreed that the pieces Advanced Laser was producing were non-conforming. (See 11/14/06 Tr. 260-61). Gikas testified, however, that although Advanced Laser knew how to do the lasering work requested, it could not do so, which is why Advanced Laser subcontracted with Northeast Manufacturers for Northeast’s CMM to correspond with EMI’s CMM. (See 11/15/06 Tr. 11-12, 54). According to Soucy, EMI spoke “more than ten times” with Advanced Laser, and in particular with Gikas, about the non-conformities with the 5015s and specifically, about Advanced Lasers’ trouble holding the tolerances, which resulted in an unequal spacing between the holes and nonconformity with the op sheets. (11/14/06 Tr. 208-10, 217-20). In contrast, Gikas testified that he “[n]ever, [n]ever,” “[n]ot once” discussed the 5015s with Soucy. (11/15/06 Tr. 73-74). Gikas conceded that although there were a “few bad 2002s” in the initial process development process, there was never any discussion about the 5015s. (See 11/15/06 Tr. 92)(emphasis added). Additionally, according to Gikas and Wilder, Advanced Laser never received NCRFs with respect to the 5015s, nor did they receive any parts back because the parts had too much “stock.” (11/15/06 Tr. 26, 39, 58, 113-14, 117). Gikas only acknowledged that Advanced Laser received NCRFs by mail, fax or attached to the parts “a couple of times when [Advanced Laser] first started the parts.” (See 11/15/06 Tr. 59). Wilder further testified that, prior to this lawsuit, he never received any NCRFs from EMI with respect to the 2002s and the 5015s, and was never asked for preventative action nor was he given the opportunity to perform corrective action on any of the parts. (See 11/15/06 Tr. 113-14, 117, 138, 140-41). In direct contrast to this testimony, in a facsimile to Wilder regarding the 5015s, dated November 19, 2002, Stephens informed Wilder that there were “several non-conformances on the two parts [that Advanced Laser] recently sent [to EMI].” (See 11/14/06 Tr. 136; Exh. I). b. INSPECTION AT EMI Stephens “believe[s]” that EMI inspected the parts before milling them, but even without an inspection, if the slots were off location after EMI received them, the slots would not improve after the milling work. (See 11/14/06 Tr. 84-86; but see Tr. 11/15/06 28, 61). Gikas, however, testified that milling can have “tremendous effects” on the parts, such that one would never mill a piece without inspecting it first. (11/15/06 Tr. 41). Additionally, according to Gikas, since Advanced Laser sent the functional gauge with the parts, it would have been “easy” for EMI to inspect the parts upon arrival. (Id.). EMI’s traveler for one piece of that part number reveals that the piece was certified at EMI for Operations 240 and 250 on June 12, 2003 (Exh. C), and there is no indication on that page of any non-conformances before the parts were sent for milling work. (See 11/14/06 Tr. 93-94). The traveler, however, was attached to an NCRF. (See 11/14/06 Tr. 94). According to Soucy, EMI sometimes does “sampling” inspection when the pieces are delivered; for example, NCRF 104999 shows that fifty-three pieces were rejected on November 4, 2003, prior to milling. (See 11/14/06 Tr. 242, 258; 11/15/06 Tr. 252; Exh. 6, Tab 35). However, according to Soucy, an inspection after the milling work is complete is “better,” and one hundred percent of these pieces were inspected after milling. (See 11/14/06 Tr. 239). Although Wilder testified, as discussed above, that he did not see any NCRFs with respect to the 5015s before this litigation, Stephens wrote to Wilder on February 16, 2004 referencing NCRF 104999 and offering Advanced Laser the opportunity to inspect the hardware before it was scrapped. (See 11/15/06 Tr. 179-80; Exh. 23). Wilder did not avail himself of the opportunity to inspect the parts. (See 11/15/06 Tr. 180). Additionally, Wilder himself sent correspondence to EMI referencing the 5015s and NCRF 104999. (See Exh. 22). Wilder also acknowledged that he was given the opportunity to inspect the 5015s before they were scrapped but he was not “get[ting] in [his] car and drivfing] to Connecticut” since the parts should have been sent to him; “[t]hat’s normal practice.” (See 11/15/06 Tr. 182-83). Moreover, in response to Wilder’s correspondence, Stephens gave Advanced Laser the opportunity to “review [the] non-conformances” in the fifty-three pieces that were being held in-house. (Exh. 23). Wilder testified he did not review the pieces because if he inspected them at EMI, they would be finished parts and he would be unable to know what the problem was because the finished dimensions are not the “root cause of the problem.” (See 11/15/06 Tr. 214-15). Wilder could not state how he knew they were finished parts since Stephens did not so indicate in her letter (see Exh. 23), but he was “led to believe that they were finished,” “somehow [he] was told they were finished.” (11/15/2006 Tr. 224). Wilder adamantly insisted that it was his understanding that the fifty-three pieces were done. (See 11/15/2006 Tr. 224-25, 235-86). Nonetheless, Wilder acknowledged that Stephens’ February 16, 2004 letter reads that it is EMI’s “intention to submit [these pieces] to the government after [EMI has] run the entire order through our milling operation.” (See 11/15/2005 Tr. 224, 235-37; Exh. 23)(emphasis added). In light of the foregoing, Wilder’s testimony that Advanced Laser was not notified of any discrepancies and was not given the opportunity to confirm the discrepancies before the parts were scrapped is not credible. c. NOVEMBER 2005 AGREEMENT Nine months after Stephen’s February 2004 letter, Stephens entered into an agreement with Gikas and Wilder, in which the parties agreed upon a twenty percent discount for current and future purchase orders to recoup the $70,000.00 loss for the sixty-one pieces that were placed in the MRB at EM I. (See 11/14/06 Tr. 46, 52-53, 61-62, 96, 138-39; 11/15/06 Tr. 44-45, 76, 213; Exh. N; Exhs. 25-26). Thereafter, EMI discarded all of the 5015s, because the parties’ “dispute was settled.” (See 11/14/06 Tr. 205, 253-54). However, Advanced Laser did not work off the debt under the parties’ agreement because EMI “stopped working with them.” (See 11/14/06 Tr. 255, 263). Despite this agreement, Gikas testified that EMI never told him that Advanced Laser was in default or that they would be held liable for the parts scrapped after milling by EMI. (See 11/15/06 Tr. 42-43; see also 11/14/06 Tr. 100-01 (Stephens “believe[d] [Advanced Laser] knew that [EMI was] unhappy with making the change.”). Gikas testified that it was not Advanced Laser’s practice either to send out Notices of Default or Notices of Breach of Contract. (See 11/15/06 Tr. 80). d. DAMAGES ANALYSIS Plaintiff submits that EMI suffered a total loss for eighty-four pieces of the 5015s in the amount of $132,672.98. (See 11/14/06 Tr. 65; Exh. 8; see Exh. 7). Specifically, the cost breakdown reveals a loss of $3,598.84 for raw materials for finished parts from five subcontractors, which is money expended by EMI for parts before they were sent to Advanced Laser and the money spent on detail components if EMI had been able to use the parts had they been conforming; subcontractor costs in the amount of $1,952 from Metallizing Services Co. and in the amount of $5,795 from Advanced Laser; labor and tooling costs of $58,470, including $2,332.40 for modifying Advance Laser tooling and $4,000 for Advance Laser “Tool Chg, to EM I,” plus fifteen percent sale and general administration [“SG & A”] and twenty percent profit, and an additional loss of $36,327.12 for the twenty-three pieces on which the contract closed short. (Exh. 8). In addition, EMI still seeks damages on these parts despite the November 2004 Agreement reached by the parties because EMI stopped working with Advanced Laser prior to the pay off. (See Exh. N). According to the Purchase Order Reduction Log generated by EMI, a balance of $63,345.50 of the original $70,000 is outstanding. (Id.; see also 11/15/06 Tr. 49). According to defendant, plaintiff may not receive the $58,474.00 in labor and tooling charges that it seeks because the rescinded contract was no longer enforceable and the only enforceable agreement under which defendant can be held responsible is Operation 240, Revision D (Dkt. # 68, at 3-6); and even if the original agreement was not rescinded, equitable principles, including estoppel and detrimental reliance, require the enforcement of the new agreement since defendant actually performed under the new contract and plaintiff deliberately misled defendant into performing. (Id. at 6-7). Plaintiff responds that while the EMI op sheets were revised, the purchase order was not rescinded as there is no evidence that defendant intended a rescission, the purchase order shows on its face that it is simply a supplement to the original purchase order, and the first purchase order was never cancelled. (Dkt. # 72, at 5-7). a RESCISSION Although Stephens testified that when Advanced Laser was unable to produce conforming parts under Operation 240, as specified in the original purchase order No. 110639, EMI “cancelled” the pre-exist-ing purchase order and issued a new purchase order asking Advanced Laser to make the parts according to Operation 240, Revision D (see 11/14/06 Tr. 76-77, 80)(em-phasis added), Stephens also testified that EMI would often “supplement ]” a purchase order (see 11/14/06 Tr. 6), and the purchase order for Operation 240, Revision D reads “supplement 2 issued....” (Exh. A). Moreover, when a vendor is unable to perform on a purchase order, EMI generally issues a subsequent purchase order to tie up loose ends in its paperwork. (See 11/14/06 Tr. 129-30). A review of both purchase orders reveals that both bear the same purchase order number 110639, both relate to the same part number and order laser work for the same quantity of parts, both have the same requisition and job numbers, both have the same order date, and both require “NET 30 DAYS” and shipment “BEST WAY.” (Compare Exh A. & Dkt. # 74 with Exh. 6, Tab 1). The second purchase order No. 110639 is consistent with EMI’s stated practice. Additionally, rescission, “simply stated, [is] the unmaking of a contract.” Wallenta v. Moscowitz, 81 Conn.App. 213, 240, 839 A.2d 641 (Conn.App.), cert. denied, 268 Conn. 909, 845 A.2d 414 (2004). It is an equitable remedy that defendant never pled (see Dkt. # 42), and thus may not be asserted as a claim for the first time at this stage of the proceeding. See Rand-Whitney Containerboard Ltd. P’ship v. Town of Montville, 3:96 CV 413(HBF), 2005 WL 2042066, at *4 & n. 3 (D.Conn. Aug. 23, 2005). f CONCLUSION FOR FIRST AND SECOND COUNTS Under the minimal probable cause standard applicable to a prejudgment remedy application, plaintiff has satisfied its burden of demonstrating that plaintiff may recover the costs incurred to manufacture conforming parts, which includes labor and tooling. The credible testimony of Ste- tion for Prejudgment Remedy (Dkt.# 74) is granted. phens and Soucy establishes that EMI entered into a new purchase order, revising the dimensions to be lasered for the 5015s, in an effort to continue the employ of Advance Laser which, without such revisions, was unable to produce conforming parts. (See also Dkt. # 72, at 7-9). While EMI later contracted with Advanced Laser to manufacture parts to the drawing specifications outlined in Operation 240, Revision D, Advanced Laser still could not meet the specifications, so EMI “ended up having to mill [the parts], in house, ... in order to make the contract with [its] customers.” (11/14/06 Tr. 129). Milling was not a condition of the purchase order, and as Wilder acknowledged, the purchase order is the “Bible.” (11/15/06 Tr. 118). Moreover, as Gikas testified, Advanced Laser was unable to laser the slots so that they could be verified on EMI’s CMM (see 11/15/06 Tr. 11), requiring EMI to provide Advanced Laser with a functional gauge. (See 11/15/06 Tr. 19-23, 52, 54, 57-58, 87-88). While Gikas and Wilder testified that the parts underwent a sampling inspection with the use of this functional gauge and á gauge pin, neither Gikas’ testimony that the functional gauge replaced the requirement of complying with the op sheets, nor Wilder’s testimony that sampling inspection is permissible under the terms of the purchase order, is credible. Additionally, Gikas’ and Wilder’s testimony that they never received NCRFs with respect to this part, is equally not credible, as the evidence before the Court is explicitly contradictory. Moreover, while defendant urges that it was plaintiffs milling work that caused the non-conformances in the sixty-one pieces, Wilder testified that although he was given opportunity to inspect the 5015s before they were scrapped, he was not “get[ting] in [his] car and drivpng] to Connecticut” to verify that such pieces were non-conforming prior to undergoing the milling operation. (See 11/15/06 Tr. 182-83). However, defendant correctly argues that plaintiffs claim for lost profits is overstated because it includes “gross profits” rather than net profit. (Dkt. # 68, at 10-12). In order for a plaintiff to recover lost profits, a plaintiff “must present sufficiently accurate and complete evidence for the trier of fact to be able to estimate those profits with reasonable certainty.” Beverly Hills Concepts, Inc. v. Sckatz & Schatz, Ribicoff & Kotkin, 247 Conn. 48, 70, 717 A.2d 724 (1998). “All the reported cases are in agreement that profit (including reasonable overhead) is the equivalent of net profit plus overhead, or of gross profit including overhead.” New England Dairies, Inc. v. Dairy Mart Convenience Stores, Inc., 3:97 CV 894(CFD), 2002 WL 229900, at *13 (D.Conn. Feb. 2, 2002) (citation omitted). However, lost profit calculations are calculations of net profits, see Southern New England Tel. Co. v. Coho, No. CV-30476159S, 2006 WL 2867884, at *10 (Conn.Super.Sept.27, 2006)(multiple citations omitted)(“When the courts speak of lost profits they of course talk in terms of net profits.”), and net profits “can be defined as the gross amount that would have been received pursuant to the business less the cost of running the business.” New England Dairies, 2002 WL 229900, at *13 (citation omitted). Accordingly, plaintiffs damages calculations with respect to its profit must be reduced by the cost of doing business, or its SG & A cost. Thus, plaintiff is entitled to the following damages calculation for the 5015s: Total Raw Material/Finished Parts: $ 3,598.84 Subcontract Costs: $ 7,747.00 Labor & Tooling: $ 58,470.00 Costs Incurred: $ 69,815.84 SG & A @ 15% of Costs Incurred: $ 10,472.38 Net Profit @ 20% of Costs Incurred ($13,963.17) Minus SG & A ($10,472.38) $ 3,490.79 Total Loss for 61 Pieces: $ 83,779.01 Additional 23 Pieces: ($83,779.01/61=$1,373.43 X 23) $ 31,588.80 Total Loss for 84 Pieces: Less Discount Previously Paid: $115,367.81 ($ 6,654.50) Total: $108,713.31 2. THIRD AND FOURTH COUNTS — P.O. NO. 113820/ PART NO. 2002M98P02 a. PURCHASE ORDERS AND PRODUCTION On July 8, 2002, EMI placed a purchase order with Advanced Laser for fifty-two pieces of the 2002s and a one time charge for tooling (see 11/14/06 Tr. 28; Exh. 4, Tab 1), which purchase order was acknowledged by Gikas eleven days later. (See Exh. 4, Tab 2 & 4). The acknowledgment from Advanced Laser specifically notes: “1st [Piece] Inspection Required.” (Exh. 4, Tab 4; see Tab 7). There were four supplements added to this purchase order, including increasing the unit price to $500 a piece. (See 11/14/06 Tr. 28; Exh. 4, Tab 38). According to Stephens, the parts were laser cut and returned to EMI; several NCRFs were issued and in the end, Advanced Laser failed to perform on the contract, causing EMI to close its contract with its customer “short” because seventy pieces had to be scrapped. (See 11/14/06 Tr. 28-29; Exh. 4, Tabs 19, 28, 34, 48; see Exhs. 15-17). The 2002s underwent air flow tests to see if the parts could still be used, which is why the three pieces introduced as evidence at the hearing revealed evidence of sandblasting. (See 11/14/06 Tr. 175; 11/15/06 Tr. 124; Exhs. 15-17). During the test, the parts were sandblasted, the effect of which is to knock the burr out; the process cannot make a hole smaller, it can only make it bigger but just by ten thousands of an inch. (See 11/14/06 Tr. 183; 11/15/06 Tr. 93-94). The holes on Exh. 15 were non-conforming because they were too small, whereas the holes on Exhs. 16 and 17 were too large; they are elongated and could be rejected as non-conforming on a visual inspection. (See 11/14/06 Tr. 180, 190, 193). According to Soucy, when blasting is done on lasered surfaces, it cannot make a conforming part non-conforming as the tolerance for the 2002 slots was + .001. (See 11/14/06 Tr. 188). Soucy also testified that EMI submitted some of these parts to General Electric [“GE”], EMI’s customer, but GE rejected the parts because they did not have “good” air flow. (See 11/14/06 Tr. 198-99). EMI tried to fix the parts by welding shut some of the holes but it did not work. (See 11/14/06 Tr. 199-200). In contrast, Wilder testified that the three 2002s marked as exhibits are not consistent with the production that Advanced Laser sent to EMI. (See 11/15/06 Tr. 124; Exhs. 15-17). Rather, these exhibits appear to be prototypes or experimental pieces, as one looks like it was sandblasted and some of the holes were closed, and some holes look like they underwent a circular motion from a laser rather than the laser “pulsfing] through.” (See 11/15/06 Tr. 124). Through the laser-ing process, remelt forms on the holes because the laser energy causes a liquid state, which then becomes a solid state that can be removed through wet blasting since it is important to avoid excessive recast. (See 11/15/06 Tr. 125, 128-30). In fact, Advanced Laser sent the 2002s to an independent lab to test for excessive recast or remelt prior to submitting the parts to EMI. (See 11/15/06 Tr. 187-89). Additionally, Advanced Laser did “wet blasting” on all of the 2002s, which can change the conformity of the holes. (See 11/15/06 Tr. 124-25). However, according to Wilder, he looked at the 2002s while he was at EMI and the parts had not been wet blasted. (See 11/15/06 Tr. 125,135). Moreover, in contrast to EMI’s assessment that a majority of the 2002s were non-conforming, Advanced Laser issued a Certificate of Conformance with respect to nineteen pieces of this part number on May 1, 2004, that was stamped as a “Lab Release” by EMI seventeen days later. (See 11/15/06 Tr. 127-28; Exh. G). According to Stephens, the “Lab Release” stamp is issued by EMI to confirm the purchase order number; it does not mean that the pieces met the operation sheet requirements. (See 11/14/06 Tr. 110-11, 128). Additionally, Advanced Laser completed Inspection Reports, created at the time of inspection of these 2002s, which reflect that a go-no-go-pin was used and the 2002s passed inspection. (See 11/15/06 Tr. 127; Exh. 0). Soucy testified that neither Gikas nor Wilder from Advanced Laser ever denied that the work on the 2002s was non-conforming. (See 11/14/06 Tr. 192, 194-95, 197-98). Wilder confirmed that he did speak to Soucy on one occasion, who “expressed concern” about the 2002s and specifically that the holes were not passing air flow testing. (See 11/15/06 Tr. 131, 133). However, Wilder insisted that in Advanced Laser’s “eyes, [the parts] were [not] nonconforming.” (See 11/15/06 Tr. 197). Although defendant contends that “defendant had no ability to evaluate or control” whether the parts met the airflow testing performed by plaintiff (Dkt. # 68, at 13), the op sheets explained to defendant how to perform the lasering operations so as to make a conforming part, and passing an airflow test was an obligation of Advanced Laser’s performance. (See 11/14/06 Tr. 6, 179-80, 186, 220-22; Exh. 4, Tab 3, at 3). b. DAMAGES ANALYSIS As a result of the shortage, EMI had to engage additional vendors for these parts. (See 11/14/06 Tr. 30-31; Exh. 4, Tabs 49-53 & 55 — 56). Moreover, in addition to the non-conforming pieces, Stephens and Soucy testified that eleven pieces were returned from Advanced Laser with “no work performed.” (See 11/14/06 Tr. 29-30, 201-02). The eleven pieces are still in EMI’s warehouse unfinished. (See 11/14/06 Tr. 30-31, 201-02). EMI was go-, ing to make the tooling for another vendor to complete the work, but according to Stephens, the tooling and development parts incurred with Advanced Laser did not warrant the costs, so EMI requested that GE shorten its contract. (See 11/14/06 Tr. 31). Stephens also testified that EMI incurred an additional cost of $3,343.34 for the eleven pieces returned with no work performed, including the costs of materials and forming from additional vendors, heat treat, fifteen percent SG & A and twenty-percent profit. (11/14/06 Tr. 29-30; Exh. 5, at 2). For the fifty pieces that were scrapped, plaintiff seeks a total of $36,882.45 for material, forming and blasting from additional vendors, laser work from Advanced Laser, heat treat, fifteen percent SG & A and twenty percent profit. (See 11/14/06 Tr. 31-35; Exh. 5, at 1). The total damages EMI is claiming for the 2002s is $40,225.79. (See 11/14/06 Tr. 37; Exh. 5, at 1). Defendant responds that plaintiff’s dam-, ages are overstated and instead suggests a reduction to $34,978.95 which includes the loss of the fifty pieces and the eleven pieces with fifteen percent SG & A and twenty percent net profit (Dkt. # 68, at 14), with which profit calculations this Court agrees for the reasons stated in Section I.B.l.f. supra. Accordingly, plaintiffs damages for the 2002s for the purpose of this prejudgment remedy attachment are as follows: 50 Pieces: Costs Incurred: $26,726.42 SG & A @ 15% of Costs Incurred: $ 4,008.96 Net Profit @ 20% of Costs Incurred ($5,345.28) Minus SG & A ($4,008.96) $ 1,336.32 Total Loss for 50 Pieces: $32,071.70 11 Pieces: Costs Incurred: $ 2,422.71 SG & A @ 15% of Costs Incurred: $ 363.41 Net Profit @ 20% of Costs Incurred ($484.54) Minus SG & A ($363.41) $ 121.13 Total Loss 11 Pieces: $ 2,907.25 Total Loss 50 Pieces and 11 Pieces: $34,978.95 8. FIFTH COUNT — P.O. NOS. 121715, 121515 & 125895/ PART NOS. 1804M55P04, L56773P02 & 1804M55P03 a. PART NO. 180/M55P0/ With respect to part number 1804M55P04, EMI placed a purchase order with Advanced Laser for sixty-four pieces, and added several supplements which eventually increased the total number to one hundred and seventy-four pieces. (See 11/14/06 Tr. 66; Exh. 9). Advanced Laser had shipped some parts but advised EMI that Advanced Laser’s rotary cable was broken and that Advanced Laser estimated that it could be three days or a week to repair the cable. (See Tr. 11/14/06 Tr. 66; 11/15/06 Tr. 171). Accordingly, Wilder contacted Stephens and told her that Advanced Laser would need at least a two week turnaround time to complete the work. (See 11/15/06 Tr. 106-08, 171). As for this part and the two parts discussed in Section I.B.3.b-e. infra, Stephens testified that EMI cancelled these purchase orders because EMI wanted the parts completed faster than Advanced Laser could do them, which, in this case, was a turn-around time of less than a week. (See 11/14/06 Tr. 118-, 19; 11/15/06 Tr. 109-10, 171). However, the purchase orders for these three parts indicated that EMI wanted delivery of the parts on September 30, 2005, even though the parts were not sent to Advanced Laser until September 20, 2005. (See 11/14/06 Tr. 121-22; Exh. 9). Although EMI’s delivery of its parts to Advanced Laser was “later than [it] anticipated,” EMI still wanted the parts back from Advanced Laser as “quickly as possible.” (See 11/14/06 Tr. 122). Advanced Laser did not have a contractual obligation to make delivery in less than a week, but rather in a “timely fashion.” (See 11/14/06 Tr. 120-21; see Dkt. # 68, at 15-16). EMI “voluntarily” can-celled the purchase orders and told Advanced Laser that EMI would have to place a purchase order with another vendor in order for EMI to make delivery to its client. (See 11/14/06 Tr. 123-24). EMI’s claimed damages include the labor costs for re-manufacturing the tooling and creating tooling for the new vendor, in the amount of $3,704.40. (See 11/14/06 Tr. 67-68; Exh. 10). b.PART NO. L56773P02 EMI placed a purchase order on March 22, 2005 for ten pieces for this part number and Advanced Laser sent the pieces back because they were having a problem with the rotary table, as discussed above. (See 11/14/06 Tr. 69; Exh. 11; see Exh. 21). Additionally, on September 28, 2005, Stephens faxed a letter informing Wilder that EMI was sending an additional twenty-two pieces on this part number that EMI needed “ASAP.” (Exh. 20; see 11/15/06 Tr. 170-71). No work was performed by Advanced Laser on these pieces, and EMI had to manufacture tooling for a new vendor. (See 11/14/06 Tr. 69; 11/15/06 Tr. 176-77). While Advanced Laser had the tooling necessary for the completion of the job, Advanced Laser needed more time for delivery of the pieces than the purchase orders would allow. (See 11/15/06 Tr. 109-10). Advanced Laser shipped the parts back to EMI almost two weeks after they were received. (See 11/15/06 Tr. 177). EMI claims damages with respect to Part No. L56773P02 in the amount of $2,800. (See 11/14/06 Tr. 69; Exhs. 10-12). c. PART NO. 180m55P03 Stephens also testified that EMI incurred the cost of retooling as to Part No. 1804M55P03 for the same reasons as stated above. (See 11/14/06 Tr. 70). The twenty-two pieces that were the subject of this purchase order were returned to EMI on October 12, 2005, two weeks after Advanced Laser received the parts. (See 11/15/06 Tr. 172-73; Exh. 13, at 6). EMI claims damages in the amount of $769.30. (Exhs. 10 & 13-14). d. TOTAL DAMAGE ANALYSIS FOR FIFTH COUNT The total damages EMI claims for the Fifth Count is $7,273.70. (See 11/14/06 Tr. 71; Exh. 10). Defendant argues that plaintiffs alleged damages for this count are overstated as defendant sent the proper tooling to plaintiff when defendant returned the parts, so that plaintiff unnecessarily paid for tools previously supplied by defendant, and plaintiff failed to reasonably mitigate its damages. (Dkt. # 68, at 16). As stated above, Stephens testified that EMI “voluntarily” cancelled these purchase orders because they wanted the parts completed faster than Advanced Laser could accomplish, which, in this case, was a turn-around time of less than a week. (See 11/14/06 Tr. 118-24; 11/15/06 Tr. 109-10, 171). Additionally, the purchase orders for these three parts reveal that although EMI expected delivery of the parts on September 30, 2005, the parts were not sent to Advanced Laser until September 20, 2005, which delivery was admittedly “later than [EMI] anticipated.” (See 11/14/06 Tr. 121-22; Exh. 9). Moreover, as Stephens acknowledged, Advanced Laser did not have a contractual obligation to make delivery in less than a week, but rather in a “timely fashion.” (See 11/14/06 Tr. 120-21). Finally, as defendant observes, despite defendant’s return of the specialized tooling to plaintiff, and despite plaintiffs alleged urgency to complete the parts, the substitute work was not performed on these parts until mid-November and December 2005 and January 2006. (See Exhs. 9, 11 and 13; see Dkt. # 68, at 15-16). Accordingly, the evidence presented by plaintiff does not establish probable cause to sustain the validity of this claim. k. SIXTH AND SEVENTH COUNTS — P.O. NO. 125805/PART NO. 9528M94G01 EMI placed purchase order No. 125805 with Advanced Laser for laser cutting services on twenty-four parts on June 1, 2005. (See Exh. 2, Tab 1). EMI sent the parts, which were eighty-five to ninety percent complete, and Advanced Laser performed the work and returned the parts to EMI, at which time EMI found a non-conformance with the drawings and op sheets, in that the holes were put in at the wrong angle. (See 11/14/06 Tr. 17-18; Exh. 2, Tab 2). EMI sent two parts back to Advanced Laser so that it could verify the non-conformance. (See 11/14/06 Tr. 17-18). Advanced Laser did not tag any of the non-conforming pieces because, according to Wilder, “in our eyes, they were [not] non-conforming.” (See 11/15/06 Tr. 197). Advanced Laser returned the parts to EMI, and EMI then designated them as scrap and was “forced to re-manufacture the parts in order to meet [its] customer’s delivery requirements.” (See 11/14/06 Tr. 17). EMI completed NCRF 107130, dated December 17, 2005, which stated that twenty-four parts of a twenty-four quantity lot were inspected and twenty-four parts were rejected. (Exh. 2, Tab 4). According to Soucy, this NCRF shows that two of the holes were off location for proper airflow, which is enough to scrap the part. (See 11/14/06 Tr. 152, 155-56). Four days later, in a letter to Wilder, Stephens noted that, with respect to Part No. 9528M94G01, Advanced Laser did not send a “first piece” to EMI “because [Advanced Laser was] rather late with [its] delivery,” and as a result, Stephens was “looking at probably scrapping these parts out if Engineering can not figure out a way to shift some of these dimensions so [that EMI] can use the parts.” (Exh. 2, Tab 5). In a letter, dated February 14, 2006, Dave Lydon, President of Advanced Laser, informed Randy Fries at EMI that Advanced Laser “acknowlege[s] there are problems with these parts [9528M94G01] and [that Lydon is] willing to issue credit for the full invoice amount.” (Exh. 2, Tab 8; see Exh. 3, at 2). Although Advanced Laser issued a credit to EMI as a result of the non-conform-ances (Exh. 3, at 2; cf. 11/14/06 Tr. 152-53), EMI incurred the cost of engaging another vendor. (See 11/14/06 Tr. 18, 24). Stephens testified that the cost to re-manufacture the twenty-four parts that EMI was forced to scrap was $17,896.87; which included the costs for material, labor and subcontracting costs, including “tooling,” the “assembly,” and “manufacturing] a detail,” less a credit, plus fifteen percent SG & A and twenty percent profit. (See 11/14/06 Tr. 23-25; Exh. 2, Tabs 11-19; Exh. 3). Defendant does not dispute its responsibility for the non-conforming parts, but rather contends that plaintiffs damages for the 9528s are overstated, and to the extent any damages are ordered, should be limited to $15,562.83, which total includes the $3,240 credit issued by Advanced Laser and SG & A at fifteen percent of costs incurred and net profit at twenty percent of costs incurred minus SG & A. (Dkt. # 68, at 16; see 11/14/06 Tr. 153). For the reasons stated in Section I.B.l.f. supra, this Court agrees with defendant’s damage analysis. Accordingly, plaintiffs damages calculation for the 9528s is as follows: Costs Incurred: $16,209.03 Less Credit Issued: ($ 3,240 ) $12,969.03 SG & A @ 15% of Costs Incurred: $ 1,945.35 Net Profit @ 20% of Costs Incurred ($2,593.81) Minus SG & A ($1,945.35) $ 648.46 Total Loss: $15,562.84 C. DAMAGES As previously indicated, damages “need not be established with precision but only on the basis of evidence yielding a fair and reasonable estimate.” Savalle, 2001 WL 1913746, at *2 (citation omitted). In its post-hearing brief, plaintiff calculates its damages claims to date for the seven counts as $198,069.34, exclusive of setoff, attorneys’ fees and expenses. (Dkt. # 64, at 8; see also 11/14/06 Tr. 71-72). In contrast, in its post-hearing brief, defendant estimates that “at most,” plaintiffs damages for the seven counts are $62,645.80, again exclusive of setoff, attorneys’ fees and expenses. (Dkt. # 69, at 1, 17) For the reasons stated in Sections I.B.1.f, I.B.2.b, I.B.3.d and I.B.4 supra, the Magistrate Judge concludes that plaintiffs damages to date for the seven counts, again exclusive of setoff, attorneys’ fees and expenses, is $159,255.10, are as follows: First and Second Counts $108,713.31 Third and Fourth Counts $ 34,978.95 Fifth Count $ 0.00 Sixth and Seven Counts $ 15,562.84 TOTAL $159,255.10 In their post-hearing briefs, both parties have deducted from plaintiffs damages a setoff in the amount of $19,588.50 (Dkt. # 64, at 8; Dkt. #69, at 17; see also 11/14/06 Tr. 71-72). Plaintiffs purchase order provides, in relevant part, “Buyer [plaintiff] shall have the right to setoff against any money’s [sic] owed to Seller [defendant] as a result of failure to perform any obligations hereunder.” (Exh. 9, Bates Stamp 000536, ¶ 12). As previously indicated, while defendant originally demanded this amount in its Counterclaim (see Dkt. # 9), on October 4, 2006, defendant amended its answer in which it asserts affirmative defenses but no longer asserts a counterclaim against plaintiff. (Dkt.# 42). However, given that neither side disputes that defendant is entitled to an offset of $19,588.50, the damages are thus reduced to $139,666.60. D. ATTORNEYS’ FEES AND EXPENSES In its post-hearing brief, plaintiff further urges the Court to “take into account possible prejudgment interest and additional attorneys’ fees and expenses when making its order,” which raises its claimed damages to a minimum of $343,000.85. (Dkt. # 64, at 13-14). Plaintiff therefore seeks a prejudgment remedy in the amount of $450,000. (Id.; see also Dkt. # 53). Pursuant to the terms and conditions of plaintiffs purchase order, “If the Seller [defendant] shall default in its obligations hereunder, Seller [defendant] shall be responsible for all expenses incurred by Buyer [plaintiff], including reasonable attorneys [sic] fees, in enforcing its rights hereunder....” (Exh. 9, Bates Stamp 000536, ¶ 11). Plaintiff seeks a total of $164,520.01 in attorneys’ fees and expenses. (See Dkt. # 59, ¶¶ 3, 40). In support thereof, plaintiff submits an affidavit of its counsel, Rodger Boe, along with his time records and the time records of Attorneys Jean M. Sorich and James F. Bryne, of attorney Boe’s law firm; Boe seeks $115,110.50 for his and Attorney So-rich’s time, and $2,532.50 for James Byrne’s time. (Dkt. # 59, ¶¶ 37-38 & Exhs. B-C). Additionally, plaintiffs counsel submits its records of costs, totaling $6,877.01. (Dkt. # 59, ¶ 39 & Exh. D). As the purchase orders explicitly provide, defendant shall be responsible for “reasonable” attorney’s fees in enforcing its rights. A showing of reasonableness is required under Connecticut law. See General Elec. Capital Corp. v. Hoppes, 3:04 CV 1161(WWE)(WIG), 2005 WL 2256526, at *3 (D.Conn. Apr. 29, 2005) (citation omitted). Specifically, “there is an undisputed requirement that the reasonableness of attorney’s fees and costs must be proven by an appropriate evidentiary showing.” Rand-Whitney Containerboard Ltd. P’ship v. Town of Montville, No. 3:96 CV 413(HBF), 2006 WL 2839236, at *5 (D.Conn. Sept.5, 2006)(multiple citations & internal quotations omitted). While “[c]ourts have a general knowledge of what would be reasonable compensation for services which are fairly stated and described,” evidence presented by the moving party, who bears the burden of proving reasonableness, is also “necessary to support a finding of reasonableness.” Id. at **5-6 (multiple citations omitted). Additionally, under Connecticut law, courts look to the twelve factors cited in Johnson v. Georgia Highway Express, Inc., 488 F.2d 714, 717-19 (5th Cir.1974), to determine reasonableness: (1) the time and labor required; (2) the novelty and difficulty of the questions: (3) the skill requisite to perform the legal service properly; (4) the preclusion of other employment by the attorney due to acceptance of the case; (5) the customary fee for similar work in the community; (6) whether the fee is fixed or contingent; (7) the time limitations imposed by the client or the circumstances; (8) the amount involved and the results obtained; (9) the experience, reputation and ability of the attorneys involved; (10) the undesirability of the case; (11) the nature and length of the professional relationship with the client; and (12) awards in similar cases. See Rand-Whitney, 2006 WL 2839236, at *7 (multiple citations & internal quotations omitted). While under New York law, a fee award that exceeds the amount at stake in the litigation “would normally appear to be unreasonable,” Diamond D Enter. USA Inc. v. Steinsvaag, 979 F.2d 14, 19 (2d Cir.1992)(multiple citations omitted), cert. denied, 508 U.S. 951, 113 S.Ct. 2442, 124 L.Ed.2d 660 (1993), the underlying principle supporting this rationale would equally apply the closer an attorneys’ fee award comes to the amount actually involved in the litigation. As addressed before, in this case, plaintiff claimed damages of $198,069.34, minus the setoff of $19,588.50, for a loss of $178,480.84 (see Section I.C supra), yet seeks attorneys’ fees and costs in an amount exceeding $164,520, which amount is strikingly disproportionate to the damages and is a “ratio that is nearly one to one.” (Dkt. # 60, at 6). In its opposition, while defendant does not take issue with the applicability of the twelve Johnson factors (Dkt. # 60, at 5), it does contest the excessiveness of the billable hours, particularly the continuous use of two attorneys at a combined rate of $465/hour (Dkt. # 60, at 6-9), the disproportion between the fees and costs and the amount of damages claimed (id. at 5-6), and the “vague” nature of plaintiffs counsel’s billing records. (Id. at 9-10). In his affidavit in support of his request for attorneys’ fees, plaintiffs counsel states that he has been forced to expend this amount of time and effort on this file as a result of defendant’s refusal to engage in meaningful settlement discussions (Dkt. # 59 ¶¶ 7-21); defendant’s “unnecessary and very unusual” decision to file an objection to plaintiffs PJR application (id. ¶¶ 22-23), in response to which plaintiff was “required” to file opposition papers (id. ¶ 25); defendant’s refusal to provide inspection reports (id. ¶¶ 27-31); and defendant’s refusal to consent to evidence, thus causing plaintiff to spend a “tremendous amount of time preparing for the prejudgment remedy hearing.” (Id. ¶¶ 32-36). The Second Circuit cautions that in a case such as this, where “a fee-shifting clause can produce perverse incentives for a litigant (and [its] attorneys) ..., courts must scrutinize fee requests to ascertain whether they are reasonable.” Diamond, 979 F.2d at 19 (citation omitted). While the factual issues in this matter required tedious attention, see Section I.B. supra, this lawsuit, unlike Rand-Whitney, does not involve “complex issues not normally found in an ordinary breach of contract case,” nor are they novel and difficult questions of fact or law that have been litigated for a decade. See 2006 WL 2839236, at *8. Rather, this lawsuit is a mere nine months old, and as of the date of the affidavit in support of attorneys’ fees, each side briefed a total of two discovery motions in addition to briefing the pending motions, and the prejudgment remedy hearing lasted two days, with two witnesses from each side. (See Dkts. # # 5-6, 10-11, 44-45, 48, 50-53, 59-60). The sixty billable hours that plaintiffs counsel accumulated while preparing and filing the complaint and prejudgment remedy papers (from April 17, 2006 through May 2, 2006) are inordinate, as are the one hundred and ten billable hour