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Levine v. 418 Meadow Street Associates, LLC

Appellate Court of Connecticut

March 15, 2016

BARBARA LEVINE
v.
418 MEADOW STREET ASSOCIATES, LLC, ET AL

         Argued October 13, 2015.

Page 89

          Action, inter alia, for judicial dissolution of a limited liability company, and for other relief, brought to the Superior Court in the judicial district of Fairfield, where the defendants filed a counterclaim; thereafter, the court, Gilardi, J., granted the defendants' motion to cite in Steven Levine as a counterclaim defendant; subsequently, the court, Tyma, J., bifurcated the matter with respect to certain counts of the plaintiff's complaint; thereafter, certain counts of the plaintiff's complaint and the defendants' counterclaim were tried to a jury before Tyma, J.; judgment for the defendants on the complaint and on the counterclaim in part; subsequently, the court, Tyma, J., denied the motions of the plaintiff and counterclaim defendant for remittur and to set aside the verdict, and denied the defendants' motion to set aside the verdict in part; subsequently, the court, Tyma, J., granted the defendants' motion to dismiss the remaining counts of the plaintiff's complaint, and the plaintiff and the counterclaim defendant appealed, and the defendants cross appealed to this court; thereafter, the defendants withdrew the cross appeal.

          SYLLABUS

         The plaintiff B brought this action seeking, inter alia, a judicial dissolution of a limited liability company, M Co., and money damages for breach of fiduciary duty by the defendants W and M, who then filed a counterclaim against B and her husband, S, for, inter alia, breach of fiduciary and statutory duties allegedly owed to them. The action stemmed from the ownership of a commercial building by B and S, who had formed M Co. for the purpose of acquiring and operating the property. S subsequently sold his 50 percent interest in M Co. to W and M. After M Co. defaulted on the mortgage for the property, M Co.'s interest in the property was extinguished when the bank obtained a foreclosure judgment against M Co. and a sale of the property was ordered. This action subsequently followed. After a trial, the jury found against B on her claims of breach of fiduciary duty and breach of the covenant of good faith and fair dealing, and found in favor of W and M on their counterclaim alleging breach of fiduciary and statutory duties by B and S. Thereafter, the trial court denied the motions to set aside the verdict and for remittitur filed by B and S without issuing written memoranda of decision, and B and S appealed to this court. W and M then filed a cross appeal, which they subsequently withdrew. Held :

         1. W and M could not prevail on their claim that because the appeal form filed by B and S did not indicate that they sought review of the trial court's decisions denying their motions to set aside the verdict and for remittitur, B and S did not properly invoke this court's jurisdiction for review of their appeal; despite the imprecise language used in the appeal form, B and S sufficiently invoked this court's jurisdiction over their appeal, as the intent of B and S to appeal from the trial court's decisions denying their motions to set aside the verdict and for remittitur was apparent from their preliminary statement of issues, in which they argued that the verdict was not in accordance with the evidence at trial, and that the trial court erred in failing to set aside the verdict because the damages awarded were not supported by the evidence.

         2. The trial court acted reasonably and did not abuse its discretion in denying the motions of B and S to set aside the verdict and for remittitur: although B and S did not seek an articulation of the basis for the trial court's denials of their motions to set aside the verdict and for remittitur, or procure memoranda of decision for the trial court's decisions or a signed transcript of its oral ruling, the record was not so inadequate as to prevent review by this court of their claim challenging the trial court's denials of their motions; furthermore, this court's review of the limited record provided indicated that there was abundant evidence from which the jury could have concluded that B and S engaged in a long pattern of self-dealing and obstructive conduct that frustrated the purpose of successfully operating M Co., that W and M lost their investments when the property was foreclosed as a result of the obstructive behavior of B and S, and that absent the self-dealing and obstructive behavior of B and S, M Co.'s property might not have been foreclosed and W and M would not have lost their investments.

         Michael S. Lynch, for the appellants (plaintiff and counterclaim defendant).

         Andrew M. McPherson, with whom, on the brief, was William J. Kupinse, Jr., for the appellees (defendants).

         Sheldon, Keller and Flynn, Js. FLYNN, J. In this opinion the other judges concurred.

          OPINION

Page 90

          [163 Conn.App. 703] FLYNN, J.

          The plaintiff and counterclaim defendant, Barbara Levine, and the counterclaim defendant, Steven Levine, appeal from the judgment of the trial court,[1] in favor of the defendants and counterclaim plaintiffs, 418 Meadow Street Associates, LLC (Meadow), Michael [163 Conn.App. 704] Weinshel, and Mark Wynnick.[2] Barbara and Steven Levine claim that the court erred by denying their motions to set aside, and for remittitur of, the jury verdict. We conclude that despite any perceived imperfections in the appeal form, we have jurisdiction to adjudicate this appeal, and on the basis of the limited record before us, that the appellants have not shown that the court abused its discretion in denying their motions. Therefore, we affirm the judgment of the trial court.

         The record reveals the following procedural history and facts which the jury reasonably could have found. The underlying action arose out of the ownership of a commercial building located at 418 Meadow Street in Fairfield (property). Barbara Levine and her husband, Steven Levine, formed the limited liability company, Meadow, in November, 1998, for the purpose of acquiring and operating the property, which included an income-producing building. Barbara and Steven Levine were each 50 percent members of Meadow at the time of its formation; Meadow's only asset was the property. On or about June 1, 2005, Weinshel and Wynnick collectively purchased Steven Levine's 50 percent interest in Meadow, thereby becoming members with Barbara Levine. Weinshel purchased 33.33 percent of Meadow at a cost of $222,400.46, and Wynnick purchased 16.66 percent at a cost of $41,666.67.

         Prior to and subsequent to the time Weinshel and Wynnick became members of Meadow, it had tenants which were associated with Steven Levine.[3] After

Page 91

June, [163 Conn.App. 705] 2005, Meadow began having difficulty collecting rents from those tenants. Steven Levine subsequently filed for bankruptcy in October, 2005.

         The members agreed to a Restated Operating Agreement for Meadow designating Weinshel and Steven Levine as comanagers. The agreement required the members' approval of all leases. The relationship between the Levines and Weinshel and Wynnick deteriorated during and after 2005, due to disagreements regarding management and operations of the building. Steven Levine signed a lease as comanager of Meadow with One Solution Services, LLC (One Solution), effective July 1, 2006. However, he represented to Weinshel and Wynnick that there was not a current lease between Meadow and One Solution, but rather that negotiations were continuing regarding a new lease. Meanwhile, although Meadow was attempting to ...


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