Justia Connecticut Supreme Court Opinion SummariesArticles Posted in Business Law
Chugh v. Kalra
The Supreme Court reversed in part the judgment of the trial court awarding damages in favor of Plaintiff in this action seeking compensatory and punitive damages for breach of a partnership agreement, breach of fiduciary duty, and libel per se, holding that the trial court erred with respect to the libel claim.A jury found in favor of Plaintiff on all three counts and awarded him both compensatory and punitive damages. On appeal, Defendant argued that the trial court erred by denying his motions to set aside the verdict and for judgment notwithstanding the verdict. The Supreme Court reversed in part, holding (1) Plaintiff's claims were not barred by the compulsory counterclaim rule set forth in Fed. R. Civ. P. 13(a)(1); (2) Plaintiff's breach of partnership agreement and breach of fiduciary duty claims did not fail as a matter of law under Karanian v. Maulucci, 440 A.2d 959 (Conn. 1981); and (3) with respect to the libel claim, the trial court erred by admitting the testimony of Plaintiff's expert witness on damages because there was no evidence to support the testimony. View "Chugh v. Kalra" on Justia Law
Benjamin v. Island Management, LLC
In this appeal concerning the conditions under which a member of a manager-managed limited liability company (LLC) is permitted to inspect the LLC's books and records the Supreme Court affirmed the judgment of the trial court concluding that Defendant's refusal to disclose certain information to Plaintiffs violated both Conn. Gen. Stat. 34-255i and Defendant's operating agreement, holding that there was no error.At issue was whether a member seeking information for the purpose of ascertaining whether mismanagement occurred must produce credible proof that mismanagement may have occurred as a condition for exercising that member's statutory inspection right. The Supreme Court affirmed the trial court's ruling in favor of the substitute plaintiffs in this case, holding that the court did not err in (1) concluding that there is no credible proof of mismanagement requirement in section 34-255i; and (2) failing to apply other statutory requirements. View "Benjamin v. Island Management, LLC" on Justia Law
North Sails Group, LLC v. Boards & More GmbH
The Supreme Court affirmed the judgment of the trial court dismissing for lack of personal jurisdiction this complaint against Defendants, Board and More GmbH (B&M) and Emeram Capital Partners GmbH (Emeram), holding that Plaintiff, North Sales Group, LLC, failed to demonstrate that Defendants had sufficient minimum contacts with Connecticut.B&M was a limited liability company chartered under the laws of Austria, with its principal place of business in Austria. Emeram was a private equity investment limited liability company, with its principal place of business in Germany. Neither company had maintained an agent for service of process in Connecticut, nor did the companies maintain offices or transact business in Connecticut. At issue on appeal was whether Plaintiff advanced sufficient allegations and evidence to establish minimum contacts with Defendants. The Supreme Court held that Plaintiff did not and that the trial court correctly dismissed the case for lack of personal jurisdiction. View "North Sails Group, LLC v. Boards & More GmbH" on Justia Law
One Elmcroft Stamford, LLC v. Zoning Board of Appeals
The Supreme Court reversed the judgment of the appellate court concluding that Conn. Gen. Stat. 14-55 was not repealed by a sequence of contradictory public acts relating to that statute, holding that section 14-55 has not been repealed.Plaintiff filed an administrative appeal challenging the decision of the Zoning Board of Appeals of the City of Stamford to grant a certificate of approval of the location for Defendants' used car dealership. The trial court denied the administrative appeal, but the appellate court reversed. At issue was whether the suitability analysis mandated by section 14-55 was still required in order to obtain a certificate of approval for the location of a used car dealership, despite subsequent revisions of the General Statutes listing that provision as having been repealed. The Supreme Court reversed, holding that the appellate court erred in concluding that section 14-55 had been repealed. View "One Elmcroft Stamford, LLC v. Zoning Board of Appeals" on Justia Law
Styslinger v. Brewster, Park, LLC
As part of a marriage dissolution settlement agreement, Joyce Styslinger assigned her membership interest in Brewster Park, LLC to William Styslinger (Plaintiff). Plaintiff had the right to receive distributions resulting from Joyce’s membership interest in the LLC, while Joyce remained a member of Brewster Park until Plaintiff was admitted to membership by Michael Weinshel, the other member of the LLC. At the time he filed this action, Plaintiff had requested membership status, but Weinshel had not granted it, and Brewster Park had not made any distributions to Plaintiff despite Plaintiff’s demand. Plaintiff sued Brewster Park and Weinshel claiming breach of fiduciary duty and seeking an order dissolving Brewster Park and the appointment of a receiver to wind up its affairs and distribute its assets. The trial court dismissed the complaint on the ground that Plaintiff lacked standing to seek a dissolution or a winding up of the LLC’s assets. Plaintiff appealed, arguing that the Connecticut Limited Liability Company Act granted him standing in this case. The Supreme Court affirmed, holding that the assignee of a membership interest in a Connecticut LLC does not have standing to seek a winding up of the affairs of the LLC in the absence of the LLC’s dissolution. View "Styslinger v. Brewster, Park, LLC" on Justia Law
Trikona Advisers Ltd. v. Haida Invs., Ltd.
The present interpleader action arose out of a dispute over the control and ownership of 500 shares of stock in Trikona Advisers Limited, an investment advisory corporation specializing in Indian real estate. Asia Pacific Ventures Limited and Vera Financial Corporation brought an interpleader action to determine ownership of the shares. The trial court rendered an interlocutory judgment of interpleader, ordering that the shares be deposited with the clerk of the court. Haida Investments Limited, the named defendant, appealed. The Supreme Court affirmed, holding (1) Haida established that it was aggrieved by the trial court’s interlocutory judgment of interpleader and therefore had standing to appeal; and (2) the trial court properly rendered an interlocutory judgment of interpleader because Asia Pacific and Vera Financial alleged facts sufficient to establish that Haida had a claim to the shares and that Asia Pacific, Vera Financial, and Haida had facially competing claims to the shares. View "Trikona Advisers Ltd. v. Haida Invs., Ltd." on Justia Law
Brennan v. Brennan Assocs.
In 2009, the Supreme Court upheld the judicial dissociation of Plaintiff, Thomas Brennan, from Brennan Associates (the partnership). Plaintiff subsequently brought this action seeking to have his interest in the partnership valued and bought out by the partnership. The trial court awarded Plaintiff $6.9 million for his interest in the partnership and $3.5 million in interest on that award. The partnership and remaining partners (collectively, Defendants) appealed. The Supreme Court reversed in part, holding that the trial court (1) should have valued Plaintiff’s interest in the partnership as of 2009, when the Court upheld Plaintiff’s dissociation, instead of 2006, when the trial court rendered the judgment of dissociation; and (2) incorrectly determined that interest accrued on Plaintiff’s buyout award from the date of the judgment of dissociation, as Plaintiff was not entitled to interest on his buyout award until the award became due and owing. Remanded. View "Brennan v. Brennan Assocs." on Justia Law
Pictometry Int’l Corp. v. Freedom of Info. Comm’n
Pictometry International Corporation was engaged in the business in selling specialized aerial photographic services. Pictometry contracted with the department of information technology to license the department of environmental protection (DEP) to use certain aerial photographic images and associated data that were owned and copyrighted by Pictometry. Stephen Whitaker requested that the DEP provide him with the images and data. The DEP indicated that it would provide copies of the images for a fee provided for in the licensing agreement. Whitaker filed a complaint against the DEP with the freedom of information commission (commission). The commission determined that, pursuant to the Freedom of Information Act (act), the DEP was required to provide Whitaker with the images at minimum cost but was not required to provide the associated data. The trial court affirmed. The Supreme Court reversed and remanded, holding (1) the commission improperly ordered the DEP to provide copies of the images without first determining whether it was feasible for the DEP to provide such copies and whether doing so would pose a public safety risk; and (2) if the commission determined on remand that Whitaker is entitled to copies of the images, Whitaker was required to pay a $25 per image fee. View "Pictometry Int'l Corp. v. Freedom of Info. Comm'n" on Justia Law
418 Meadow St. Assocs., LLC v. Clean Air Partners, LLC
Plaintiff, an LLC, owned and managed a commercial office building, and Defendant, an LLC, leased and occupied space in the building. A dispute arose between Plaintiff and Defendant over the scope of the lease and payment of rent. This dispute resulted in two people who had ownership interests in Plaintiff bringing the present action, in the name of Plaintiff, against Defendant to enforce the lease and to collect rent. Barbara Levine, who had fifty percent interest in Plaintiff and was the wife of a part owner of Defendant, disapproved of the lawsuit. The trial court rendered judgment for Defendant. The court of appeals affirmed, concluding that Plaintiff lacked standing to bring the action, since one of its member's votes should not have been excluded pursuant to Conn. Gen. Stat. 34-187(b) on the ground that she had an interest in the outcome of the suit that was adverse to the interest of Plaintiff. The Supreme Court reversed, holding that Plaintiff properly excluded Levine from voting her interest in determining whether to bring the present action because her interest in the outcome of the action was adverse to that of Plaintiff's in light of her husband's ownership interest in Defendant. View "418 Meadow St. Assocs., LLC v. Clean Air Partners, LLC" on Justia Law
David Caron Chrysler Motors, LLC v. Goodhall’s, Inc.
David Caron purchased a majority membership in Goodhall's Chrysler-Plymouth-Dodge-Jeep-Eagle, LLC without having obtained the written consent of Goodhall's, Inc. (Goodhall's), in violation of Goodhall's lease with Goodhall's Chrysler-Plymouth-Dodge-Jeep-Eagle. The lease idenitified Goodhall's as the landlord and Goodhall's Chrysler-Plymouth-Dodge-Jeep-Eagle as the tenant. After a dispute arose concerning the party responsible for remediating certain environmental conditions on the property, Plaintiffs, David Caron and David Caron Chrysler Motors, filed suit against Defendants, Goodhall's and others, claiming that Defendants had violated provisions of its lease regarding Goodhall's responsibility for preexisting environmental conditions and Goodhall's warranty of fitness and habitability. The trial court rendered judgment in favor of Defendants, concluding that no contract existed between the parties to this action because the assignment of the majority interest in the tenant to Caron was invalid. The appellate court affirmed. The Supreme Court reversed, holding (1) the appellate court improperly failed to consider Plaintiffs' claim that the trial court had improperly concluded that no contract existed between David Caron Chrysler Motors and Goodhall's; and (2) the trial court was incorrect in finding that, because Goodhall's did not consent to the assignment, there was no contract between David Caron Chrysler Motors and Goodhall's. View "David Caron Chrysler Motors, LLC v. Goodhall's, Inc." on Justia Law