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Fairfield Merrittview, LP v. City of Norwalk

Supreme Court of Connecticut

March 1, 2016

FAIRFIELD MERRITTVIEW LIMITED PARTNERSHIP
v.
CITY OF NORWALK ET AL

         Argued September 17, 2015

          Appeal from the decision by the named defendant's Board of Assessment Appeals upholding the city assessor's valuation of certain real property, brought to the Superior Court in the judicial district of Stamford-Norwalk, where the court, Hon. A. William Mottolese, judge trial referee, granted the plaintiff's motion for permission to amend its appeal and application to add Fairfield Merrittview SPE, LLC, as a party plaintiff; thereafter the matter was tried to the court, Hon. Arnold W. Aronson, judge trial referee, who, exercising the powers of the Superior Court, rendered judgment sustaining the appeal, from which the defendants appealed to the Appellate Court, Alvord, Sheldon and Harper, Js., which reversed the trial court's judgment and remanded the case to that court with direction to dismiss the appeal, and the plaintiff et al., on the granting of certification, appealed to this court.

          Reversed; further proceedings.

          SYLLABUS

         The plaintiff partnership, F Co., and the plaintiff limited liability company, S Co., which are related entities with common owners, appealed from a decision by the defendant Board of Assessment Appeals for the defendant city of Norwalk declining to reduce an assessment of certain of their real property. As part of a city wide revaluation in 2008, the property, a commercial office complex, had been assessed by the defendant assessor at more than $49 million. F Co. originally had acquired the property in 1994 and thereafter transferred it to S Co. in 2007. A deed evidencing that transfer was filed in the city's land records. When the property was assessed in 2008, however, F Co. was inaccurately identified as the owner. S Co. challenged the assessment, but the board declined to reduce it, and mailed notice of its decision, again inaccurately addressed to F Co., to an attorney who was an authorized agent for both plaintiffs. F Co. appealed that decision to the trial court, alleging that it was the owner of the property at the time of the 2008 revaluation and that it had appeared unsuccessfully before the board. F Co. and S Co. subsequently filed an amended appeal in which both entities were named as plaintiffs and alleged that they both owned the property in 2008. The amended appeal was accompanied by a motion for permission to amend, which was granted by the trial court. At trial, the plaintiffs submitted two deeds into evidence, establishing both the original acquisition of the property by F Co. and the subsequent transfer to S Co. At the conclusion of the trial, the defendants argued for the first time that the trial court lacked subject matter jurisdiction because F Co., which had initiated the appeal and did not own the property at the time of the assessment, was not aggrieved and lacked standing to appeal pursuant to the statute (§ 12-117a) governing appeals from the board. The defendants acknowledged that S Co. owned the property at the time of the assessment and that the appeal had been amended to add S Co. as a plaintiff, and they did not challenge S Co.'s standing to bring the appeal, the addition of S Co. as a party, or the amendment of the complaint. The trial court rejected the defendants' jurisdictional claim and rendered judgment sustaining the plaintiffs' tax appeal and reducing the valuation of the property by approximately $15 million. That court concluded that at the time of the 2008 assessment, one of the two plaintiffs was the record owner of the property, which was sufficient to provide standing to maintain the appeal. The defendants appealed from that judgment to the Appellate Court, challenging the trial court's jurisdiction to hear the appeal claiming, inter alia, that F Co., as a former owner of the property, was not aggrieved by the city's assessment and could not appeal pursuant to § 12-117a. The defendants further claimed that S Co. was the actual owner of the property and had not appeared before the board, which was fatal to establishing jurisdiction. The plaintiffs contended, inter alia, that they were prevented from responding effectively to the defendants' jurisdictional challenge due to the fact that it was raised after the trial, and that F Co. and S Co. essentially were the same entity, having undergone a change in name and structure but retaining the same beneficial owners. The Appellate Court concluded that the trial court lacked subject matter jurisdiction over the plaintiffs' appeal, rejecting their claims that F Co. and S Co. were in fact the same legal entity and that the defendants' jurisdictional claim was untimely. The Appellate Court further concluded that because the appeals to the board and to the trial court were both brought by F Co., which lacked standing due to its nonownership of the property, the appeal was void ab initio and should have been dismissed by the trial court. Accordingly, the Appellate Court reversed the trial court's judgment and remanded the case to that court with direction to dismiss the plaintiffs' appeal. From that judgment, the plaintiffs, on the granting of certification, appealed to this court, claiming, inter alia, that the Appellate Court improperly reversed the trial court's judgment because S Co. was the undisputed owner of the subject property on the date of the revaluation and was aggrieved and possessed standing to appeal, regardless of whether it had appeared in the proceedings before the board. The plaintiffs further claimed that their amended appeal naming S Co. as a party was filed promptly after the original complaint, and that the defendants never objected to the amendment. Held that the Appellate Court improperly concluded that the trial court lacked subject matter jurisdiction over the plaintiffs' appeal on the basis that S Co. had not appeared in the proceedings before the board, this court having concluded that the prompt amendment of the complaint to add S Co. as a party plaintiff was effective to confer jurisdiction on the trial court, regardless of whether the action initially was instituted by F Co., because the plaintiffs' filing, although captioned as an amendment, effectively was an addition or substitution of the correct plaintiff, to which the defendants did not object, and which the trial court in its discretion properly permitted: given the plain language of § 12-117a, S Co., as a taxpayer and property owner, was aggrieved by the board's refusal to reduce the claimed overassessment of the property and possessed standing to appeal the board's action, and by requiring the plaintiffs also to have proven that S Co. was the party who previously had appeared before the board, the Appellate Court read into § 12-117a a requirement that does not appear in that statute, which extends the right to appeal to any person claiming to be aggrieved by the board's action and indicates that such aggrievement is established by ownership of the property; moreover, although a party's lack of standing is a jurisdictional defect, it is amenable to correction and is not irremediably fatal to an action, pursuant to statute (§ 52-109), the discretionary addition or substitution of a party is allowed when, due to an error, an action is commenced in the name of the wrong party instead of the real party in interest, whose presence is required for a determination of the matter in dispute, and, although the plaintiffs' motion here was captioned as a request for permission to amend the appeal, this court's construction of that motion as a motion to add S Co. was consistent with the principles of statutory construction, the defendants not having identified any prejudice that they suffered from the action having been initiated and briefly maintained by F Co., and this court being unable to conceive of any such prejudice.

         James R. Fogarty, for the appellants (plaintiff et al.).

         Daniel J. Krisch, with whom were Mario F. Coppola, corporation counsel, and Carolyn M. Colangelo, assistant corporation counsel, for the appellees (defendants).

         Rogers, C. J., and Palmer, Zarella, Eveleigh, McDonald, Espinosa and Robinson, Js.

          OPINION

          [320 Conn. 538] ROGERS, C. J.

          This case concerns the standing requirements for maintaining a municipal property tax appeal. The plaintiffs, Fairfield Merrittview Limited Partnership (partnership) and Fairfield Merrittview SPE, LLC (LLC),[1] appeal from the judgment of the Appellate Court reversing the trial court's judgment that had sustained their property tax appeal and reduced the valuation of the LLC's property, for assessment purposes, by approximately $15 million. The Appellate Court reversed the judgment and remanded the case to the trial court with direction to dismiss the plaintiffs' appeal after agreeing with the defendant city of Norwalk [320 Conn. 539] (city)[2] that the plaintiffs' appeal was void ab initio, due to the trial court's lack of subject matter jurisdiction, because the owner of the property at issue had not appeared in subsidiary administrative proceedings before the Board of Assessment Appeals of the City of Norwalk (board) and did not initiate the appeal to the court.[3] Fairfield Merrittview Ltd. Partnership v. Norwalk, 149 Conn.App. 468, 477-78, 89 A.3d 417 (2014). The plaintiffs claim that the Appellate Court improperly reversed the trial court's judgment because the tax appeal to the trial court, although initially brought by a nonaggrieved party, the partnership, also was maintained by the LLC, which was an aggrieved party that properly had been added to the trial court proceedings by way of a promptly filed amended complaint. We agree with the plaintiffs and, accordingly, reverse the judgment of the Appellate Court.

         The following facts and procedural history, which the parties do not dispute, are relevant to the appeal. The partnership and the LLC are related entities with common owners. The partnership acquired the property at issue, a commercial office complex, in 1994. It then transferred ownership of the property to the LLC in 2007. A deed evidencing this transfer was timely filed in the city's land records. On October 1, 2008, as part of a periodic city wide revaluation,[4] the city's tax assessor; see footnote 1 of this opinion; set the fair market [320 Conn. 540] value of the property at $49,036,800. The assessor's field card inaccurately identifies the partnership as the owner of the property. The LLC challenged this assessment before the board pursuant to General Statutes § 12-111,[5] but the board declined to reduce it. The board mailed a notice of no change, again inaccurately addressed to the partnership, to an attorney who was an authorized agent for both entities.

         On July 1, 2009, the partnership filed an appeal from the board's action to the Superior Court pursuant to General Statutes § 12-117a.[6] Therein, the partnership alleged that it was the owner of the property at issue on October 1, 2008, was aggrieved by the assessor's action and had appeared, unsuccessfully, before the board. Approximately one month later, on August 7, 2009, the partnership and the LLC filed an " Amended Appeal and Application" (amended appeal) with the trial court, naming both entities as plaintiffs and alleging [320 Conn. 541] that they both had owned the property on October 1, 2008. The amended appeal was unclear regarding which entity had appeared before the board.[7]

         The plaintiffs' amended appeal was accompanied by a motion for permission to amend. The defendants did not object to that motion, and the trial court, Hon. A. William Mottolese, judge trial referee, ultimately granted it by summary order dated February 16, 2010. Thereafter, the defendants did not file a motion to dismiss contesting jurisdiction, but rather, filed an amended answer that left the plaintiffs to their proof on their allegations regarding which entity or entities had owned the property on October 1, 2008, and which entity or entities had appealed to the board.

         A brief trial was held in December, 2011. During the trial, the plaintiffs submitted two deeds into evidence, thereby establishing the partnership's acquisition of the property in 1994 and its transfer of the property to the LLC in 2007. After the trial concluded, the parties submitted simultaneous posttrial briefs. In their brief, the defendants cited to the deeds in evidence and argued for the first time that the trial court lacked subject matter jurisdiction because the partnership, the party that had initiated the appeal to the court, did not own the property at the time of its assessment and, therefore, was not aggrieved and lacked standing to appeal pursuant to § 12-117a. The defendants acknowledged that the LLC owned the property on October 1, 2008, and that the appeal to the court had been amended to add the LLC as a plaintiff. They did not argue that the LLC lacked standing to bring a § 12-117a appeal, that the addition of the LLC as a party was in any [320 Conn. 542] way defective or that the trial court improperly had permitted the amendment of the complaint.[8]

         In an August 6, 2012 memorandum of decision, the trial court, Hon. Aaron W. Aronson, judge trial referee, prior to sustaining the plaintiffs' appeal and reducing the defendants' valuation of the subject property from $49,036,800 to $34,059,753, rejected the defendants' jurisdictional claim. The court referenced the 2007 deed conveying the property from the partnership to the LLC and reasoned that, " [a]s of October 1, 2008, at least one of the two plaintiffs named in the amended [appeal] was the record owner of the [property], which is sufficient to provide standing to maintain this appeal." The defendants' appeal to the Appellate Court followed.

         In their brief to the Appellate Court, the defendants again contested the trial court's jurisdiction to hear the plaintiffs' appeal, but expanded upon their original argument. In addition to arguing that the partnership, as a former owner, was not aggrieved by the city's assessment of the property and could not bring an appeal to the court pursuant to § 12-117a, the defendants contended further that the LLC, the actual owner of the property, had not appeared before the board and that this omission was fatal to establishing jurisdiction. Fairfield Merrittview Ltd. Partnership v. Norwalk, Conn. Appellate Court Records & Briefs, February Term, 2014, Defendants' Brief, pp. 13-14, 16. Citing to the plaintiffs' original and amended appeals, the defendants claimed that it was the partnership, instead, that had appeared before that body. Id., pp. 13, 15. The defendants also stated that the LLC had been added as a party " long after" the period in which to bring an appeal to the trial court had expired, but did not elaborate [320 Conn. 543] or point to any evidence in support of this claim.[9] Id., p. 15. Again, in the Appellate Court, the defendants did not argue that the trial court improperly had permitted the amendment of the complaint to add the LLC as a party plaintiff.

         In response, the plaintiffs argued that the amendment of the court appeal to add the LLC as a party was filed within thirty days of the return date and, therefore, was an amendment as of right that related back to the filing of the initial appeal; see General Statutes § 52-128; Practice Book § 10-59; or, effectively, was the discretionary addition of an interested party having standing to pursue the appeal. Fairfield Merrittview Ltd. Partnership v. Norwalk, Conn. Appellate Court Records & Briefs, supra, Plaintiffs' Brief pp. 10-11. The plaintiffs contended further that the defendants, by waiting until after the trial had concluded to raise the issue of subject matter jurisdiction, had engaged in an unfair ambuscade that had prevented the plaintiffs from responding effectively to that question. Id., pp. 13-16, 21-22. Finally, according to the plaintiffs, the partnership and the LLC essentially were the same entity, having undergone a change of name and structure but retaining the same beneficial owners. Id., pp. 16-17.

         The Appellate Court agreed with the defendants that the trial court lacked subject matter jurisdiction over the plaintiffs' appeal. Fairfield Merrittview Ltd. Partnership v. Norwalk, supra, 149 Conn.App. 475. The Appellate Court first rejected the plaintiffs' contention that they were, in fact, the same legal entity, citing a lack of evidence in the record in that regard; id., 476; as well as other circumstances indicating that the two were distinct entities. Id., 476 n.7. It further disagreed [320 Conn. 544] that the defendants' jurisdictional challenge was untimely and that the plaintiffs had had an inadequate opportunity in which to respond to it. Id., 477. Finally, the Appellate Court concluded, both the appeal to the board and the appeal to the trial court were brought by the partnership, a party which lacked standing due to its nonownership of the property at issue. Accordingly, the Appellate Court reasoned, the appeal was void, ab initio, and should have been dismissed by the trial court.[10] Id. The Appellate Court did not address the plaintiffs' contention that they properly had amended their complaint to include the LLC as a plaintiff, apparently concluding that the alleged absence of the LLC in the proceedings before the board was a fatal jurisdictional defect.[11]

         Subsequent to the issuance of the Appellate Court's decision, the plaintiffs filed a motion for reconsideration [320 Conn. 545] en banc, wherein they claimed that the court's decision was based on a material factual error, namely, that the partnership, and not the LLC, was the party that had filed the appeal to the board. The plaintiffs also reiterated their claim that the appeal to the trial court properly had been amended to include the LLC as a party plaintiff.[12] They contended further that the defendants had made a different jurisdictional argument in the Appellate Court than the one they had made to the trial court, and incorrectly had represented to the Appellate Court that the partnership was the party that had appealed to the board.[13] The Appellate Court denied the plaintiffs' motion for reconsideration. This appeal by the plaintiffs followed.

         The plaintiffs claim that the Appellate Court improperly reversed the trial court's judgment, for want of subject matter jurisdiction, because the LLC, the undisputed owner of the property at issue on the date of revaluation, was aggrieved and possessed standing to appeal, regardless of whether it had appeared in the proceedings before the board. Accordingly, they claim, [320 Conn. 546] proof of that appearance was unnecessary to establish jurisdiction. The plaintiffs point to the plain language and historical antecedents of § 12-117a, and cases applying that provision, in support of this claim. The plaintiffs contend further that their amended appeal, naming the LLC as a party plaintiff, was filed promptly after the original complaint, as a matter of right, pursuant to § 52-128, that the defendants never have objected to the amendment, and that case law governing the addition and substitution of party plaintiffs in tax appeals further supports the addition of the LLC to the proceedings here.[14]

         The defendants, in response, have refined further their argument that the trial court lacked subject matter jurisdiction. They again contend, as they did before the Appellate Court, that the partnership, the party that had initiated the appeal to the trial court, lacked standing to appeal because it did not own the subject property at the time of its assessment. The defendants claim further that, because the initial appeal was void for lack of jurisdiction, that appeal was " a legal nullity" that could not be amended properly to include the LLC as a party plaintiff. According to the defendants, the plaintiffs' only option was to withdraw the initial appeal, then to bring a new appeal in the name of the LLC, but even that option was unavailable by the time of the amended appeal because the statutory period in which to bring a § 12-117a appeal had expired.[15] The plaintiffs [320 Conn. 547] reply that the amendment of their complaint to add the LLC constituted a proper substitution of a party pursuant to General Statutes § 52-109 and Practice Book § 9-20, which related back to the filing of the original complaint, thereby rendering the timing of the amendment immaterial.

         We conclude that the Appellate Court improperly held that the trial court lacked subject matter jurisdiction over the plaintiffs' appeal on the basis that the LLC, the undisputed owner of the property on the date it was assessed, had not appeared in the proceedings before the board. We conclude further that the prompt amendment of the complaint to add the LLC as a party plaintiff was effective to confer jurisdiction on the trial court, regardless of whether the action initially was instituted by an improper party, the partnership. Although captioned as an amendment, the plaintiffs' filing effectively was the addition or substitution of the correct plaintiff, to which the defendants did not object, and which the trial court in its discretion properly permitted.

         We begin with the standard of review and general governing principles. " Standing is the legal right to set judicial machinery in motion. One cannot rightfully invoke the jurisdiction of the court unless he [or she] has, in an individual or representative capacity, some real interest in the cause of action, or a legal or equitable right, title or interest in the subject matter of the controversy. . . . When standing is put in issue, the question is whether the person whose standing is challenged is a proper party to request an adjudication of the issue . . . ." (Internal quotation marks omitted.) Cambodian [320 Conn. 548] Buddhist Society of Connecticut, Inc. v. Planning & Zoning Commission, 285 Conn. 381, 393, 941 A.2d 868 (2008). As a general matter, " one party has no standing to raise another's rights." Sadloski v. Manchester, 235 Conn. 637, 643, 668 A.2d 1314 (1995).

          " If a party is found to lack standing, the court is without subject matter jurisdiction to determine the cause. . . . A determination regarding a trial court's subject matter jurisdiction is a question of law. When . . . the trial court draws conclusions of law, our review is plenary and we must decide whether its conclusions are legally and logically correct and find support in the facts that appear in the record." (Internal ...


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