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Business Law

Contract Law Appellate Court Opinion

   by Roy, Christopher

 https://jud.ct.gov/lawlib/LawLibNews/Posts/Post.aspx?Id=3673

AC41467 - Weinshel, Wynnick & Associates, LLC v. Bongiorno ("The plaintiff, Weinshel, Wynnick & Associates, LLC, appeals from the trial court's judgment in favor of the defendants, Marie Bongiorno, individually (Marie Bongiorno), and Marie Bongiorno, executrix of the estate of George Bongiorno (Marie Bongiorno, executrix), on its claims of successor liability and breach of contract. On appeal, the plaintiff argues that the court improperly (1) concluded that Marie Bongiorno could not be held personally liable for the plaintiff's damages pursuant to a theory of successor liability, and (2) rendered judgment in favor of Marie Bongiorno, executrix, on the basis of General Statutes 52-599 (b). We affirm the judgment in favor of Marie Bongiorno, and reverse the judgment in favor of Marie Bongiorno, executrix.")


Business Law Appellate Court Opinion

   by Roy, Christopher

 https://jud.ct.gov/lawlib/LawLibNews/Posts/Post.aspx?Id=3664

AC40693 - Crosskey Architects, LLC v. POKO Partners, LLC ("The defendants POKO Partners, LLC, POKO Reservoir Yaremich Developers, LLC, POKO Cape Loom Managers, LLC, One Morningside Group, LLC, One Morningside Managers, LLC, One Morningside Owners, LLC, Capehart Ventures, LLC, POKO Management Corp., Richard K. Olson, and Pamela Olson, as executrix of the estate of Kenneth M. Olson, appeal from the judgment of the trial court rendered in part in favor of the plaintiff, Crosskey Architects, LLC. On appeal, the defendants claim that the court (1) improperly pierced the corporate veil, (2) improperly found that the plaintiff was entitled to damages on the theory of quantum meruit and (3) abused its discretion in awarding statutory prejudgment interest pursuant to General Statutes § 37-3a on the theory of quantum meruit. We affirm the judgment of the trial court.")


Business Law Appellate Court Opinion

   by Roy, Christopher

 https://jud.ct.gov/lawlib/LawLibNews/Posts/Post.aspx?Id=3648

AC40014 - A Better Way Wholesale Autos, Inc. v. Saint Paul ("The plaintiff, A Better Way Wholesale Autos, Inc., appeals from the judgment of the trial court dismissing its application to vacate an arbitration award issued in favor of the defendants, James Saint Paul and Julie J. Saint Paul, and granting the defendants' application to confirm the arbitration award. On appeal, the plaintiff contends that the court improperly (1) dismissed its application to vacate as untimely, (2) engaged thereafter in a review of the substance of the plaintiff's application to vacate and concluded that the arbitration award did not manifest an egregious or patently irrational application of the law, and (3) awarded the defendants $2185 in supplemental attorney's fees. We conclude that the court properly dismissed the plaintiff's application to vacate as untimely and did not abuse its discretion in awarding supplemental attorney's fees. In light of our conclusion that the court properly dismissed the plaintiff's application to vacate as untimely, we also conclude that the court erred by reviewing the substance of the application but that such error was harmless. Accordingly, we affirm the judgment of the trial court.")


Business Law Appellate Court Opinion

   by Booth, George

 https://jud.ct.gov/lawlib/LawLibNews/Posts/Post.aspx?Id=3618

AC40715 - DeRose v. Jason Robert's, Inc. (Arbitration; whether trial court properly denied motion to vacate arbitration award; "The defendants, Jason Robert's, Inc., and Robert D. Hartmann, Sr., appeal from the judgment of the trial court denying their motion to vacate an arbitration award and granting an application to confirm the award filed by the plaintiff, Michael DeRose. On appeal, the defendants claim that the court improperly (1) found that the arbitrator effectively had defaulted the defendants for failing to appear at the final arbitration hearing, and that this allegedly erroneous factual finding colored the court's decision-making process with respect to the motion to vacate; (2) failed to provide the defendants with an evidentiary hearing before ruling on the motion to vacate; (3) granted a motion to quash a subpoena duces tecum directed at the arbitrator and his files; (4) failed to vacate the arbitration award on the ground that the arbitrator had not addressed the entirety of the submission; (5) confirmed an award that violated public policy; and (6) confirmed an award made in manifest disregard of the law in violation of General Statutes § 52-418 (a) (4). We disagree and, accordingly, affirm the judgment of the trial court.")


Business Law Supreme Court Opinion

   by Booth, George

 https://jud.ct.gov/lawlib/LawLibNews/Posts/Post.aspx?Id=3599

SC20133 - Reclaimant Corp. v. Deutsch (Conflict of laws; unjust enrichment; statutes of limitations (§§ 52-576 and 52-577); motion for summary judgment on ground that plaintiff failed to timely commence action; claim that plaintiff failed to commence action within three year limitation period set forth in § 17-607 (c) of Delaware Revised Uniform Limited Partnership Act; claim that trial court incorrectly determined that Delaware law rather than Connecticut law governed issue of whether plaintiff's unjust enrichment claims were time barred; "The narrow issue presented by this appeal is whether the statute of limitations of the state of Connecticut or the state of Delaware governs the unjust enrichment claims brought by the plaintiff, Reclaimant Corp., against the defendants, William J. Deutsch and Laurence B. Simon, seeking recovery for alleged overpayments issued to the defendants by the plaintiff's putative predecessor in interest pursuant to a limited partnership agreement. The trial court rendered summary judgment in favor of the defendants, concluding that the plaintiff's unjust enrichment claims were governed by Delaware law and were time-barred under the three-year statute of limitations in the Delaware Revised Uniform Limited Partnership Act (DRULPA), Del. Code Ann. tit. 6, § 17-607 (c) (2005). On appeal, the plaintiff contends that summary judgment was improper because Connecticut law governs the timeliness of its unjust enrichment claims and that those claims timely were filed under Connecticut law.

We conclude that Delaware law governs the substantive rights and liabilities of the parties arising out of the limited partnership agreement but that Connecticut law governs matters of judicial administration and procedure. We further conclude that, because the plaintiff's unjust enrichment claims have a common-law origin, the limitation period properly is "characterized as procedural because it functions only as a qualification on the remedy to enforce the preexisting right." Baxter v. Sturm, Ruger & Co., 230 Conn. 335, 347, 644 A.2d 1297 (1994). Thus, Connecticut law, rather than Delaware law, controls the timeliness of the plaintiff's claims. We therefore reverse the judgment of the trial court and remand the case for further proceedings.")


Business Law Supreme Court Opinions

   by Roy, Christopher

 https://jud.ct.gov/lawlib/LawLibNews/Posts/Post.aspx?Id=3579

SC20013, SC20014 - McKay v. Longman ("These consolidated appeals require us to consider three main issues: (1) whether a plaintiff who is neither a party to a mortgage nor an intended beneficiary thereof has standing to challenge the enforceability of that mortgage under the Connecticut Limited Liability Company Act, General Statutes (Rev. to 2017) § 34-130; (2) whether specified transfers between an owner of property and the limited liability companies of which he is either an officer or equity holder constitute fraudulent transfers under the Connecticut Uniform Fraudulent Transfer Act (CUFTA), General Statutes §§ 52-552e (a) (1) and (2) and 52-552f; and (3) whether this court recognizes the doctrine of reverse piercing of the corporate veil and, if so, whether the trial court properly applied the doctrine to the facts in the present case.")


Contract Law Appellate Court Opinion

   by Roy, Christopher

 https://jud.ct.gov/lawlib/LawLibNews/Posts/Post.aspx?Id=3562

AC41463 - Clasby v. Zimmerman ("The defendant, Bradford Estates, LLC, is a general contracting business hired by the plaintiffs, Robert Clasby and Krista Clasby, to raise and remodel their shoreline home, which was extensively damaged by Hurricane Sandy.The parties agreed to arbitrate disputes that arose during the construction project, and the defendant now appeals from the judgment of the trial court denying its application to confirm a February 4, 2017 arbitration award. The defendant contends that the February 4, 2017 award conclusively established that the defendant was entitled to collect from the plaintiffs a balance of $51,856.65 in materials and labor for certain cabinetry work."

"....For the reasons that follow, we affirm in part and reverse in part the judgment of the trial court, and remand the matter with direction to grant the application to confirm the February 4, 2017 award, but to deny the remainder of the relief requested in the application.")


Business Law Appellate Court Opinions

   by Roy, Christopher

 https://jud.ct.gov/lawlib/LawLibNews/Posts/Post.aspx?Id=3553

AC40855 - Stone v. East Coast Swappers, LLC ("The plaintiff, Thomas G. Stone III, appeals from the judgment of the trial court, rendered after a trial to the court, finding that the defendant, East Coast Swappers, LLC, had violated the Connecticut Unfair Trade Practices Act (CUTPA), General Statutes § 42-110a et seq., and awarding the plaintiff compensatory damages, but declining to award punitive damages and attorney's fees. On appeal, the plaintiff claims that the court erred when it failed to award him attorney's fees. We affirm the judgment of the trial court.")

AC41675 - Freeman v. A Better Way Wholesale Autos, Inc. ("The defendant, A Better Way Wholesale Autos, Inc., appeals from the judgment of the trial court awarding supplemental attorney's fees to the plaintiff, Sharay Freeman. In the underlying action, the plaintiff brought a two count complaint in which she claimed a violation of the Connecticut Unfair Trade Practices Act, General Statutes § 42-110a et seq., and fraudulent misrepresentation related to the defendant's failure to refund the plaintiff's $2500 deposit for an attempted sale of a used vehicle. The trial court found in favor of the plaintiff on both counts, and this court affirmed the judgment on appeal. See Freeman v. A Better Way Wholesale Autos, Inc., 174 Conn. App. 649, 651, 166 A.3d 857, cert. denied, 327 Conn. 927, 171 A.3d 60 (2017). On August 17, 2017, the plaintiff filed with the trial court a motion for supplemental attorney's fees. After an evidentiary hearing, the trial court subsequently granted in part the plaintiff's motion for supplemental attorney's fees and awarded her $49,980.

In the present appeal, the defendant claims that the court (1) erred in awarding the plaintiff supplemental attorney's fees, and (2) abused its discretion in awarding attorney's fees in the amount of $49,980. We disagree.")


Contract Law Supreme Court Opinions

   by Roy, Christopher

 https://jud.ct.gov/lawlib/LawLibNews/Posts/Post.aspx?Id=3536

SC20032, SC20033, SC20036 - Girolametti v. Michael Horton Associates, Inc. ("This certified appeal poses the question of whether and under what circumstances arbitration of a construction dispute between a property owner and a general contractor is res judicata as to the claims of subcontractors that did not participate in the arbitration. We agree with the Appellate Court that, in the absence of clear evidence of contrary intent by the parties, subcontractors are presumptively in privity with the general contractor on a construction project for purposes of res judicata. Accordingly, we affirm the judgment of the Appellate Court.")

SC0034, SC20035 - Girolametti v. VP Buildings, Inc.


Business Law Supreme Court Opinion

   by Roy, Christopher

 https://jud.ct.gov/lawlib/LawLibNews/Posts/Post.aspx?Id=3435

SC20037, SC20038 - Deutsche Bank AG v. Sebastian Holdings, Inc. (Action to Enforce a Foreign Judgment; "These interlocutory appeals require us to determine the preclusive effect, if any, to give in the present action to the findings and judgment rendered by the Queen’s Bench Division of the High Court of Justice of England and Wales (English court) in a prior action (English action) brought by the plaintiff, Deutsche Bank AG, against the named defendant, Sebastian Holdings, Inc. (Sebastian). The English action, tried to the bench in a judicial proceeding lasting forty-five days, resulted in a $243,023,089 judgment, plus interest, against Sebastian in November, 2013. Unable to collect on its English judgment, the plaintiff commenced the present action in Connecticut to enforce the English judgment against Sebastian and the individual defendant, Alexander Vik, who at all relevant times has been the sole shareholder and sole director of Sebastian. In its Connecticut action, the plaintiff seeks to pierce Sebastian’s corporate veil and hold Vik personally liable, as Sebastian’s alter ego, for his corporation’s judgment debt. Each of the parties claims an entitlement in the present case to a preclusive effect that inures to their respective advantage as a result of the final judgment rendered in the English action. The present appeals arise out of the unsuccessful efforts of each of the parties to persuade the trial court that this action must be decided in its respective favor on the basis of the alleged preclusive effect of the English judgment. The Appellate Court agreed with the trial court that none of the parties is entitled to the claimed preclusive effect. Deutsche Bank AG v. Sebastian Holdings, Inc., 174 Conn. App. 573, 585–86, 166 A.3d 716 (2017). We affirm the judgment of the Appellate Court.")


Business Law Appellate Court Opinion

   by Roy, Christopher

 https://jud.ct.gov/lawlib/LawLibNews/Posts/Post.aspx?Id=3265

AC39973 - DE Auto Transport, Inc. v. Eurolite, LLC (Wrongful repossession, statutory theft; "The plaintiff, DE Auto Transport, Inc., appeals from the judgment of the trial court, rendered after a trial to the court, in favor of the defendants, Eurolite, LLC (Eurolite), and Leopold Zayaczkowski. On appeal, the plaintiff claims that the trial court erred in its damages analysis. We disagree and, accordingly, affirm the judgment of the trial court.")


Contract Law Appellate Court Opinions

   by Roy, Christopher

 https://jud.ct.gov/lawlib/LawLibNews/Posts/Post.aspx?Id=3109

AC40164 - Abrams v. PH Architects, LLC ("This appeal arises out of a dispute between a homeowner and the architectural firm and general contractor that he hired to design and perform substantial renovations to his home and surrounding property in Greenwich. The plaintiff, Marc Abrams, appeals, following a trial to the court, from the judgment rendered against him on his complaint and on the counterclaims of the defendants, PH Architects, LLC (PH), and V.A.S. Construction, Inc. (VAS). The plaintiff claims on appeal that the court improperly (1) failed to enforce provisions in his contracts with VAS and PH related to the processing of change orders and invoices; (2) failed to find that VAS had breached a separate contract governing the construction of a stone wall and fence on the property; (3) failed to enforce provisions in his contract with PH pursuant to which PH agreed to provide contract administration services; (4) failed to conclude that PH was liable for professional negligence because it had breached the professional standard of care for architects; and (5) made clearly erroneous factual findings with respect to a ‘punch list’ that was prepared on behalf of the plaintiff by a third party. We are not persuaded by the plaintiff’s claims and, accordingly, affirm the judgment of the court.")

AC39617 - National Waste Associates, LLC v. Scharf ("The plaintiff, National Waste Associates, LLC, appeals from the judgment of the trial court rendered, in part, in favor of the defendants, Danielle Scharf, Carl Slusarczyk, Waste Harmonics, LLC (Waste Harmonics), and Omega Waste Management, Inc. (Omega). On appeal, the plaintiff claims that the court improperly concluded that (1) the plaintiff could not prevail on its unjust enrichment claims, (2) a nonsolicitation provision in agreements between the plaintiff and its former employees was unenforceable as to its prospective customers, and (3) General Statutes § 35-57 (a) bars its claims under the Connecticut Unfair Trade Practices Act (CUTPA), General Statutes § 42-110a et seq. We affirm the judgment of the trial court.")


Business Law Appellate Court Opinion

   by Roy, Christopher

 https://jud.ct.gov/lawlib/LawLibNews/Posts/Post.aspx?Id=3019

AC39172 - Lynn v. Bosco ("This case is about the propriety of a judicial remedy binding a company that had been cited in as a party by the plaintiffs, Jack E. Lynn and Jeffrey Lynn, for notice purposes only and against whom no allegations had been pleaded. The defendant Aerospace Techniques, Inc. (company), appeals from the January 11, 2016 judgment of the trial court ordering the company to pay the owners of 141 shares of treasury stock issued to the defendants Clyde E. Warner, Robert J. Bosco, Sr. (Bosco), Anthony Parillo, Jr., and Richard B. Polivy in exchange for the return of the 141 shares to the company. The company claims that the trial court acted beyond the scope of its authority by entering an order that imposed a remedy on the company, although neither party made any allegations against or sought relief from the company in the operative complaint. We agree and, accordingly, reverse the judgment of the trial court.")


Business Law Appellate Court Opinion

   by Mazur, Catherine

 https://jud.ct.gov/lawlib/LawLibNews/Posts/Post.aspx?Id=2957

AC38443 - Chioffi v. Martin (Breach of fiduciary duty; "This action arises out of the dissolution of a registered limited liability partnership. The defendant Christopher G. Martin appeals, following a trial to the court, from the judgment rendered in favor of the plaintiff, Mark P. Chioffi, on the count of the plaintiff's complaint which alleged breach of contract. The trial court awarded Chioffi $34,120 in compensatory damages, $103,000 in attorney's fees, and $6226.73 in costs. The defendant claims on appeal that the court erred in (1) finding a breach of § 3.02 of the parties' partnership agreement; (2) finding a breach of § 4.03 of the partnership agreement; (3) ordering the defendant to pay damages directly to the plaintiff rather than ordering a reduction in the defendant's capital account in the partnership; and (4) awarding attorney's fees to the plaintiff. The plaintiff cross appealed, claiming that the court (1) erred in not finding a breach of fiduciary duty, as alleged in count one of his complaint; (2) erred in its calculation of damages; and (3) abused its discretion in holding that the plaintiff waived his claim for an accounting. We agree with the defendant's second and fourth claims and the plaintiff's first claim. Accordingly, we reverse in part the judgment of the court and remand the case for a hearing on attorney's fees. We otherwise affirm the court's judgment.")


Business Law Appellate Court Opinion

   by Roy, Christopher

 https://jud.ct.gov/lawlib/LawLibNews/Posts/Post.aspx?Id=2946

AC38527 - DeLeo v. Equale & Cirone, LLP ("The plaintiff, Derek J. DeLeo, appeals from the judgment of the trial court rendered in favor of the defendants, Equale & Cirone, LLP (partnership), and Anthony W. Cirone, Jr., on the plaintiff’s complaint and the defendants’ special defenses, claim of setoff, and counterclaim. Specifically, the plaintiff claims that the trial court (1) committed plain error when it failed to order the dissolution of the partnership; (2) improperly estopped him from challenging the noncompete provision in the partnership agreement; (3) improperly found that the defendants did not waive the enforcement of the noncompete provision; and (4) improperly concluded that the noncompete clause in the partnership agreement was enforceable. We agree with the plaintiff’s final claim, and we, therefore, affirm in part and reverse in part the judgment of the trial court.")


Business Law Appellate Court Opinion

   by Roy, Christopher

 https://jud.ct.gov/lawlib/LawLibNews/Posts/Post.aspx?Id=1908

AC39319 - ARC Capital, LLC v. Asia Pacific Ltd. (Action to Enforce a Foreign Judgment; "The plaintiff, ARC Capital, LLC, appeals from the judgment of the trial court dismissing, for lack of subject matter jurisdiction, this action against the defendants, Asia Pacific Limited (Asia Pacific) and Aashish Kalra, to enforce a judgment rendered in the Grand Court of the Cayman Islands (Cayman court). On appeal, the plaintiff claims that the court erred in concluding that the judgment the plaintiff sought to enforce could be enforced only through chapter 15 of the United States Bankruptcy Code; see 11 U.S.C. § 1501 et seq. (2012); and, therefore, improperly dismissed the action for lack of subject matter jurisdiction. We agree with the plaintiff and reverse the judgment of the trial court.")


Business Law Appellate Court Opinion

   by Roy, Christopher

 https://jud.ct.gov/lawlib/LawLibNews/Posts/Post.aspx?Id=1883

AC39301 - ASPIC, LLC v. Poitier ("The defendant, Brack G. Poitier, appeals from the judgment of the trial court granting the prejudgment remedy application filed by the plaintiff, ASPIC, LLC. The defendant claims that the trial court erred in awarding the plaintiff a $1 million prejudgment remedy because he specifically had pleaded, inter alia, a defense of breach of fiduciary duties, which required the court to shift the burden to the plaintiff to establish fair dealing, and the court failed to do so. He also claims that even if the court appears to have shifted the burden, the record was devoid of evidence to demonstrate fair dealing. Finally, the defendant claims that the trial court failed to make any finding that the plaintiff had met its burden to show that there was probable cause that it would prevail in establishing that the transactions at issue were the product of fair dealing. We agree with the defendant and reverse the judgment of the trial court.")


Contract Law Appellate Court Opinions

   by Roy, Christopher

 https://jud.ct.gov/lawlib/LawLibNews/Posts/Post.aspx?Id=1871

AC38482 - Doctor's Associates, Inc. v. Searl ("The defendants, Susan E. Searl and Randy A. Searl, doing business as Subway store number 34648, appeal from the judgment of the trial court, effectively dismissing their motion to vacate an arbitration award for lack of subject matter jurisdiction and granting the application of the plaintiff, Doctor’s Associates, Inc., to confirm that award. On appeal, the defendants claim that the court should have applied federal law, or alternatively New York law, instead of Connecticut law, in determining whether they timely filed their motion to vacate. We conclude that the court should have applied federal law in determining the timeliness of the defendants’ motion to vacate and, accordingly, reverse the judgment of the trial court and remand the case for further proceedings.")

AC39135 - General Linen Service Co. v. Cedar Park Inn & Whirlpool Suites ("The defendants, Cedar Park Inn & Whirlpool Suites (Cedar Park Inn) and John G. Syragakis (collectively ‘defendants’), appeal from the denial of their motion to open a judgment rendered in favor of the plaintiff, General Linen Service Company, Inc. A default had been ordered as a result of the defendants’ failure to comply with a discovery order and the trial court rendered judgment after a hearing in damages. The defendants claim that the trial court abused its discretion by not finding that it had lacked subject matter jurisdiction and by instead denying their motion to open because it did not satisfy the requirements of General Statutes § 52-212 (a) and Practice Book § 17-43. We affirm the judgment of the trial court.")

AC38233 - United Amusement & Vending Co. v. Sabia ("In this action for breach of contract arising out of a commercial lease, the defendant, Daniel Sabia, appeals, following a trial to the court, from the judgment rendered in favor of the plaintiff, United Amusements & Vending Company, on the plaintiff’s single count complaint. The trial court, Hon. Edward F. Stodolink, judge trial referee, awarded $15,000 in damages. The defendant claims on appeal that the trial court (1) failed to find the contract unenforceable based on the defendant’s special defenses of mistake and duress; (2) awarded damages based on unconscionable provisions of the contract; and (3) awarded damages inconsistent with the contract and evidence. We agree with the defendant’s third claim. Accordingly, we reverse in part the judgment of the court and remand the case for a hearing in damages. We otherwise affirm the court’s judgment.")


Business Law Appellate Court Opinion

   by Roy, Christopher

 https://jud.ct.gov/lawlib/LawLibNews/Posts/Post.aspx?Id=811

AC39155 - Henry v. Imbruce ("The defendants appeal from the judgments of the trial court confirming an arbitration award in favor of the plaintiffs. On appeal, the defendants claim that the court erred in denying their motion to vacate the award and in granting the plaintiffs’ motion to confirm the award because the arbitrator failed to disclose a conflict of interest, failed to order production of certain evidence and exceeded her powers under the arbitration agreements. We disagree. Accordingly, we affirm the judgments of the trial court.")


Business Law Appellate Court Opinion

   by Roy, Christopher

 https://jud.ct.gov/lawlib/LawLibNews/Posts/Post.aspx?Id=559

AC38515, AC38516 - Deutsche Bank AG v. Sebastian Holdings, Inc. (Enforcing Foreign Judgment; "These appeals arise from an action to recover an approximately $243 million judgment (English judgment) rendered by the Queen’s Bench Division of the High Court of Justice of England and Wales (English court) in an action captioned Deutsche Bank AG v. Sebastian Holdings, Inc. (English action) in which the trial court rendered judgment in favor of the plaintiff, Deutsche Bank AG, against the corporate defendant, Sebastian Holdings, Inc. (Sebastian). In the present action, the plaintiff sought to pierce Sebastian’s corporate veil and to enforce the English judgment against the individual defendant, Alexander Vik. The defendants and the plaintiff moved for summary judgment based on the doctrines of res judicata and collateral estoppel, respectively. On appeal, the parties claim that the trial court improperly denied their respective motions for summary judgment. We affirm the judgment of the trial court.")


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