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Business Law

Business Law Appellate Court Opinion

   by Roy, Christopher

 http://www.jud.state.ct.us/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

 http://www.jud.state.ct.us/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

 http://www.jud.state.ct.us/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

 http://www.jud.state.ct.us/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

 http://www.jud.state.ct.us/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

 http://www.jud.state.ct.us/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

 http://www.jud.state.ct.us/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

 http://www.jud.state.ct.us/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.")


Judicial Branch Now Publishing Headnotes for its Supreme & Appellate Court Opinions

   by Booth, George

 http://www.jud.state.ct.us/lawlib/LawLibNews/Posts/Post.aspx?Id=534

The Judicial Branch has announced that it is now publishing a syllabus (headnote) at the top of each Supreme and Appellate Court opinion:

The Judicial Branch is now posting online headnotes for both Supreme and Appellate Court opinions. These headnotes, which accompany individual Supreme and Appellate Court decisions, include a short summary of the ruling and the procedural history of a case. The Reporter of Judicial Decisions prepares the headnotes, which are not part of the opinion. As such, the opinion alone should be relied upon for the reasoning behind the decision [Emphasis added].

Subscribe to a case law category (or categories) of your choice through our Email Digest or RSS delivery services to receive the latest cases from the Supreme or Appellate Courts delivered directly to your inbox.


Appellate Court Opinion

   by Booth, George

 http://www.jud.state.ct.us/lawlib/LawLibNews/Posts/Post.aspx?Id=419

AC38538 - Papallo v. Lefebvre (Fiduciary duty; "On appeal, the plaintiffs claim that the court erred by concluding that (1) the defendant did not breach his fiduciary duty to the plaintiff through his handling of the LLC revenues; (2) the defendant did not have the intent necessary to be found liable for statutory theft; (3) an accounting was not warranted; and (4) the defendant's conduct did not violate CUTPA. The defendant did not participate in this appeal. We agree with the first claim but disagree with the remaining ones. Accordingly, we affirm in part and reverse in part the judgment of the court.")


Connecticut Uniform Limited Liability Company Act

   by Roy, Christopher

 http://www.jud.state.ct.us/lawlib/LawLibNews/Posts/Post.aspx?Id=288

Public Act 16-97 makes many changes to the Connecticut Uniform Limited Liability Company Act. A summary of those changes is available. The act is effective July 1, 2017.

Also, many of our law libraries have received the 2016 supplement to Connecticut Limited Liability Company Forms and Practice Manual. Here is the table of contents:

PART I: ORGANIZATION
Chapter 1: Introduction
Chapter 2: Formation and Organization

PART II: OPERATIONS
Chapter 3: The Operating Agreement
Chapter 4: Organization
Chapter 4A: Single-Member LLCs
Chapter 5: Limited Liability Company Capital
Chapter 6: Allocation and Distribution Provisions
Chapter 7: Management Provisions
Chapter 8: Transfer and Buy-Sell Provisions
Chapter 9: Dissolution
Chapter 10: Books, Records, and Accounting

PART III: MISCELLANEOUS
Chapter 11: Reorganization of the LLC
Chapter 12: Doing Interstate Business
Chapter 13: Professional Limited Liability Companies
Chapter 14: State and Local Tax Issues
Chapter 15: Use of LLCs by Exempt Organizations
Chapter 16: Bankruptcy Issues Concerning LLCs


Connecticut Business Registration Data Search Portal

   by Roy, Christopher

 http://www.jud.state.ct.us/lawlib/LawLibNews/Posts/Post.aspx?Id=248

A new database to look up business corporations, nonstock corporations, benefit corporations, limited liability companies, limited liability partnerships, limited partnerships and statutory trusts has been launched. There is added search functionality compared to the state's CONCORD application. A description from the site is below:

Developed through a partnership between the Connecticut Secretary of the State and the Connecticut Data Collaborative, this portal allows for full-text searching, exploration and downloading of business registration records.

Use the advanced search to limit your results by date, business type, business status and more.

Data is updated monthly. For the latest, official information about a given business, please consult the CT Secretary of the State's CONCORD application.

Source: http://searchctbusiness.ctdata.org/

CT Business Registration Data


Contract Law Appellate Court Opinion

   by Roy, Christopher

 http://www.jud.state.ct.us/lawlib/LawLibNews/Posts/Post.aspx?Id=124

AC37794 - Scarfo v. Snow ("The plaintiff, Neil Scarfo, appeals from the judgment of the trial court, rendered in favor of the defendants, Patrick Snow, Cider Hill Associates, LLC (Cider Hill), Premier Building & Development, Inc., Kane Street Associates, LLC, Cobblestone Associates, LLC, Premier Financial, Inc., Sydney Property Management, LLC, and Premier Development, Inc. On appeal, the plaintiff claims that the court erred in concluding that he did not establish his claims of spoliation of evidence, breach of contract, and breach of fiduciary duty against Snow. Although the trial court authored a well written and thorough memorandum of decision, we, nevertheless, conclude that the form of judgment was improper because the plaintiff lacked standing to assert these claims in his individual capacity, and we reverse the judgment and remand the matter with direction to dismiss the case.")


Declaratory Judgment Law Appellate Court Opinion

   by Roy, Christopher

 http://www.jud.state.ct.us/lawlib/LawLibNews/Posts/Post.aspx?Id=82

AC37588 - Prime Locations of CT, LLC v. Rocky Hill Development, LLC ("The defendants MPM Enterprises, LLC (MPM), and Luke DiMaria appeal from the judgment of the trial court rendered in favor of the plaintiffs, Prime Locations of CT, LLC (Prime Locations), Hasson Holdings, LLC (Hasson), SMS Realty, LLC (SMS), and C&G Holdings, LLC (C&G). On appeal, the defendants argue that the court improperly (1) concluded that the plaintiffs had standing and (2) decided the case on a basis that was not pleaded, briefed or argued during the proceedings in the trial court. We agree with the defendants' second claim, and reverse the judgment of the trial court.")


Tort Law Supreme and Appellate Court Opinions

   by Mazur, Catherine

 http://www.jud.state.ct.us/lawlib/LawLibNews/Posts/Post.aspx?Id=60

SC19248 - Western Dermatology Consultants, P.C. v. VitalWorks, Inc. ("In this certified appeal, the plaintiff, Western Dermatology Consultants, P.C., claims that the Appellate Court improperly reversed the judgment of the trial court, which found that the defendants, VitalWorks, Inc. (VitalWorks), and Cerner Physician Associates, Inc. (Cerner), had violated the Connecticut Unfair Trade Practices Act (CUTPA), General Statutes § 42-110a et seq., by making misrepresentations in connection with the sale of certain practice management and electronic medical records software to the plaintiff. The plaintiff contends that the Appellate Court incorrectly concluded that, under applicable choice of law principles, the law of New Mexico, rather than CUTPA, governs the plaintiff's unfair trade practices claim. We conclude that the Appellate Court correctly determined that that claim is governed by New Mexico law. Contrary to the determination of the Appellate Court, however, we conclude that the case must be remanded for a new trial so that New Mexico law can be applied to the plaintiff's unfair trade practices claim.)

AC37516 - Porto v. Petco Animal Supplies Stores, Inc. ("Traditionally, in a premises liability case, a plaintiff must prove that the defendant had actual or constructive notice of the hazard that injured her. Baptiste v. Better Val-U Supermarket, Inc., 262 Conn. 135, 140, 811 A.2d 687 (2002). Our Supreme Court adopted a narrow exception to that notice requirement in Kelly v. Stop & Shop, Inc., 281 Conn. 768, 770, 918 A.2d 249 (2007), where in it held that a supermarket that operated a self-service salad bar was liable for slips and falls suffered by patrons near the service area because the store's self-service mode of operation created an inherently foreseeable hazard. In the present case, the plaintiff, Katerina Porto, seeks to extend that holding to pet stores that allow leashed animals inside its stores, arguing that their 'pet-friendly mode of operation' caused her to slip and fall in dog urine while a customer at the store of the defendant, Petco Animal Supplies Stores, Inc. The trial court held that the mode of operation rule did not apply under those facts and rendered judgment in favor of the defendant. We agree, and affirm the judgment of the trial court.")


Connecticut Business Law Titles in Our Law Libraries

   by Roy, Christopher

 http://www.jud.state.ct.us/lawlib/LawLibNews/Posts/Post.aspx?Id=32

Below are some of our Connecticut treatises, guides, and form books on business law that each of our law libraries own.

  • Connecticut Business Litigation, by Finn & Cedillo (2013)
  • Connecticut Corporation Law & Practice 2d, by Ford (Regularly Updated)
  • Connecticut Limited Liability Company, by Convincer (Regularly Updated)
  • Connecticut Unfair Trade Practices Act, CT Practice Series, v.12, by Langer (Regularly Updated)
  • Library of Connecticut Civil Complaints for Business Litigation (2010)
  • A Practical Guide to Organizing a Business in CT, edited by Seigel (2013)