CHANNING REAL ESTATE, LLC v. BRIAN GATES, SC 19575
Judicial District of Windham
Contracts; Whether Appellate Court Properly Remanded for New Trial Instead of Hearing in Damages After Finding that Admission of Parol Evidence was Improper; Whether CUTPA Applies to Conflicts Between Parties to Joint Venture. In 2007, the parties entered into negotiations for the plaintiff’s purchase of the defendant’s interest in a company that owned property that the plaintiff wanted to develop as a shopping mall. During the course of the negotiations, the plaintiff loaned money to the defendant on six separate occasions, and the defendant signed a promissory note on each occasion. The defendant defaulted on the notes, and the plaintiff brought this action seeking their enforcement. The defendant counterclaimed, asserting a negligent misrepresentation claim and a violation of the Connecticut Unfair Trade Practices Act (CUTPA). He claimed that the plaintiff misrepresented the purpose of the promissory notes. The trial court rendered judgment in favor of the defendant on the complaint and on his negligent misrepresentation and CUTPA claims. The court did not award the defendant any damages as to the negligent misrepresentation claim, but it awarded attorney’s fees as to his CUTPA claim. The plaintiff appealed, arguing that the trial court improperly admitted parol evidence to contradict the integrated and unambiguous terms of the notes. It contended that the court improperly concluded that the defendant had established that the funds advanced by the plaintiff were part of the proposed real estate venture and were not loans that required repayment. The Appellate Court (159 Conn. App. 59) agreed, finding that each note constituted an integrated agreement that was enforceable separately according to its clear and unambiguous terms. It also concluded that while parol evidence may be admitted under limited circumstances where an agreement is integrated, those circumstances were not present here. The Appellate Court reversed the judgment and remanded the matter for a new trial during which the defendant would be entitled to raise any defense to the enforcement of the notes. It also left open the possibility that the defendant would be allowed to pursue his negligent misrepresentation and CUTPA claims on remand. The plaintiff appeals, arguing that because the Appellate Court found that the admission of parol evidence was improper, it should not have remanded the matter for a whole new trial. It maintains that the Appellate Court should have instead remanded only for a hearing in damages given that its decision conclusively established the defendant’s liability under the notes. It further claims that the Appellate Court improperly permitted a new trial on the defendant’s negligent misrepresentation claim where the defendant did not appeal the trial court’s judgment declining to award any damages as to that claim. The plaintiff also contends that the Appellate Court improperly permitted a new trial on the defendant’s CUTPA claim because CUTPA does not apply to conflicts between parties to a joint venture. Finally, the plaintiff claims that the defendant lacks standing to pursue the CUTPA claim because, while he alleged that his company incurred losses as a result of the plaintiff’s conduct, he failed to assert that such conduct caused him to personally suffer any harm.