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Allied Associates v. Q-Tran, Inc.

Court of Appeals of Connecticut

May 3, 2016

ALLIED ASSOCIATES
v.
Q-TRAN, INC.

Argued March 14, 2016

Appeal from Superior Court, judicial district of Fairfield, Housing Session at Bridgeport, Rodriguez, J.

Raymond W. Ganim, for the appellant (plaintiff).

Robert D. Russo, for the appellee (defendant).

Alvord, Prescott and Mullins, Js.

OPINION

PRESCOTT, J.

In this action alleging that the defendant, Q-Tran, Inc., breached a lease agreement, the plaintiff, Allied Associates, appeals from the judgment of the trial court dismissing the case for lack of subject matter jurisdiction on the ground that the plaintiff lacked standing to initiate it. The plaintiff effectively concedes that it did not have standing to initiate the action because it did not own the leased premises at the time that the action was commenced, but argues that the court improperly denied its motion, brought pursuant to General Statutes § 52-109, to substitute the plaintiff with the owner of the leased premises. We reverse the judgment of the court and order that it conduct a new hearing on the plaintiff’s motion to substitute.

The following procedural history is relevant to this appeal. The plaintiff initiated this action in 2009 and alleged that it was the owner of commercial real property located at 304 Bishop Avenue in Bridgeport. The plaintiff asserted in its complaint that on February 1, 2000, it had entered into a written agreement with the defendant to lease the property and that the defendant had breached the lease agreement by failing to pay rent and to repair and maintain the premises as required by the lease. The plaintiff’s operative complaint sought damages and attorney’s fees.[1]

The plaintiff attached a copy of the lease to its complaint. Although the complaint did not describe or indicate the plaintiff’s nature or form of organization, the attached lease indicated that it was a Connecticut general partnership.

On December 11, 2013, the defendant filed a motion to dismiss the action for lack of subject matter jurisdiction. In its motion and supporting memorandum, the defendant asserted that the plaintiff lacked standing to bring the action because: (1) the plaintiff had failed to allege that it is a limited liability company, corporation, or other type of registered business and instead is simply doing business under a trade name; and (2) the plaintiff had no legal interest in the property because, prior to the initiation of the action, it had conveyed the property on October 23, 2001, to Bishop Allied Associates, LLC (Bishop).

On January 17, 2014, the plaintiff filed a motion, pursuant to § 52-109 and Practice Book § 9-20, requesting that Bishop be substituted as the plaintiff. In that motion, the plaintiff asserted that: (1) it was a general partnership at the time that it entered into the lease and at the time that the action was commenced; (2) on October 23, 2001, it quitclaimed its interest in the leased premises to Bishop; (3) after it had transferred its interest to Bishop, it continued to manage the property as a sublandlord of Bishop; (4) ‘‘[t]hrough error, this action was initiated in the name of the [plaintiff], the sublandlord which owned [Bishop], but did not have a direct ownership in the property’’; (5) on December 31, 2011, the plaintiff merged into Bishop; and (6) as a result of the merger, all assets of the plaintiff became the assets of Bishop.

The plaintiff also filed an objection to the motion to dismiss. In its objection, the plaintiff asserted that it had standing to maintain the action because, by operation of law, it constitutes a Connecticut general partnership and that General Statutes § 34-328 authorizes an action in the name of a partnership. The plaintiff also asserted the following: ‘‘Although the named Plaintiff partnership conveyed legal title to the property to a wholly owned limited liability company, the Plaintiff’s status remained that of a sublessor through the time of the merger between the Allied Associates, the general partnership, and Bishop Allied Associates, the limited liability company, which occurred on December 31, 2011. As a sublessor, the Allied Associates retained a legal and equitable right in the lease.’’[2]

On July 28, 2014, the court issued a written memorandum of decision denying the plaintiff’s motion to substitute and, in turn, granting the defendant’s motion to dismiss. In its decision, the court first concluded that the plaintiff was a general partnership at the time the action was commenced, and, as a valid legal entity, had the authority to bring the action in the name of Allied Associates. The defendant has not challenged this determination by way of an alternative ground for affirmance.

The court, however, concluded that the plaintiff lacked standing at the time that the action was initiated because it had no legal interest in the property. The court, therefore, turned to the issue of whether the plaintiff’s lack of standing could be cured, pursuant to § 52-109, by permitting the substitution of Bishop as the party plaintiff in the case. Section 52-109 provides: ‘‘When any action has been commenced in the name of the wrong person as plaintiff, the court may, if satisfied that it was so commenced through mistake, and that it is ...


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