Argued January 13, 2015.
Action to recover damages for, inter alia, the defendants' negligence, and for other relief, brought to the Superior Court in the judicial district of Hartford, where the named defendant filed a counterclaim; thereafter, the defendant Progressive Electric & Telecommunications, LLC, was defaulted for failure to appear; subsequently, the matter was tried to the court, Hon. Richard M. Rittenband, judge trial referee; judgment for the plaintiff on the complaint and on the counterclaim, from which the named defendant appealed to this court, which rendered judgment dismissing the appeal for lack of final judgment; thereafter, the named defendant, on the granting of certification, appealed to our Supreme Court, which reversed this court's judgment and remanded the case to this court for consideration of the merits of the named defendant's claims on appeal.
Reversed; judgment directed; new trial.
The plaintiff, in an eight count complaint, sought to recover damages from the defendants for negligence, breach of contract, unjust enrichment, statutory theft, conversion, breach of fiduciary duty, breach of implied duty of good faith and fair dealing, and fraud. The plaintiff and the defendant G were members of the defendant limited liability company, P Co., and, in connection therewith, had executed an operating agreement that governed, among other things, the administration of capital accounts. This action concerned the plaintiff's claimed entitlement to certain moneys by virtue of his original investment and the terms of the operating agreement. Specifically, the plaintiff alleged that G had failed to provide the plaintiff with his fair share of the profits and that G had used moneys of P Co. for his own personal use. The trial court rendered judgment for the plaintiff on the complaint, and G appealed to this court, which dismissed the appeal for lack of a final judgment. Thereafter, on the granting of certification, G appealed to our Supreme Court, which reversed this court's judgment and remanded the matter to this court for a consideration of the merits of G's claims on appeal. G claimed that the trial court erred when it determined that the plaintiff was entitled to distributions and that several fundamental misconceptions permeated the award of damages for the plaintiff. On remand, held that the judgment for the plaintiff could not stand, the trial court having misapplied the law as to all counts of the complaint: that court improperly assumed that any irregularities in the financial affairs of P Co., as orchestrated by G, properly and automatically resulted in damages to the plaintiff, as the operating agreement did not require the disbursement or distribution of funds from the capital account at any time, the trial court made no distinction between P Co. and G and this court was thus unable to discern the precise evidentiary bases in support of the findings of liability on each count, and the count alleging fraud was not supported by evidence with respect to the element of reliance, as there was no evidence that the plaintiff did anything in reliance on G's representations regarding the accounting or as to any of G's other allegedly improper actions; accordingly, judgment was directed for G on the count alleging fraud, and the case was remanded for a new trial on the remaining seven counts.
Houston Putnam Lowry, with whom, on the brief, was Julie A. Morgan, for the appellant (named defendant).
Gerald M. Beaudoin, with whom, on the brief, was Francisco A. Cardona, for the appellee (plaintiff).
Beach, Alvord and Bishop, Js. In this opinion the other judges concurred.
[157 Conn.App. 360] PER CURIAM.
A formalized business structure can outlive its usefulness. In this case, the parties, along with several other individuals, joined to become members of a limited liability company, Progressive Electric & Telecommunications, LLC (company). The defendant Garfield Gunter and the plaintiff, Richard Hylton, executed an operating agreement, which governed, among other items, the administration of capital accounts. Over time, other members left the venture, and only the defendant was left as a revenue-producing member. The company was not dissolved nor were the agreement's terms amended to reflect changed circumstances. This action concerns the effort of the plaintiff to secure moneys that he claims he is entitled to, by virtue of his original investment and the terms of the operating agreement, and the concomitant effort of the defendant to protect the fruits of his labor.
This appeal comes to us on remand from the Supreme Court. In Hylton v. Gunter, 142 Conn.App. 548, 66 A.3d 517 (2013), rev'd, 313 Conn. 472, 97 A.3d 970 (2014), the defendant appealed from the judgment of the trial court rendered in favor of the plaintiff. This court dismissed the appeal of the defendant for lack of a final judgment. Id., 554. Our Supreme Court reversed that decision; see Hylton v. Gunter, 313 Conn. 472, 97 A.3d 970 (2014); and remanded the case to us with direction to consider the merits of the defendant's claims on appeal. Id., 489.
Consistent with that mandate, we now consider whether the trial court erred in finding in favor [157 Conn.App. 361] of the plaintiff on the eight counts directed against the defendant.[ ...