November 17, 2016
from Superior Court, judicial district of Middlesex, Hon.
Barbara M. Quinn, judge trial referee.
T. Rimmer, for the appellant (plaintiff).
J. Farrell, for the appellee (defendant)
Lavine, Sheldon and Flynn, Js.
plaintiff, Evangelos Stamatopoulos, appeals from the judgment
of the trial court, rendered after a bench trial, in favor of
the defendant, ECS North America, LLC, on both of the
plaintiff's claims for conversion and replevin. He claims
that the court erroneously concluded that the defendant was a
good faith purchaser of the subject property for value under
the Uniform Commercial Code, General Statutes §
42a-1-101 et seq. We conclude, however, that this claim is
moot because there is an independent, unchallenged ground
upon which we may affirm the court's judgment for the
defendant on both counts of the complaint. Accordingly, we
dismiss this appeal for lack of subject matter jurisdiction.
we resolve this appeal on jurisdictional grounds, we set
forth only the facts and procedural history germane to our
discussion of that issue. In its July 10, 2015 memorandum of
decision, the court found the following facts. As of 2009, a
group of Ohio businesses were titleholders to a Tag-A-Long, a
piece of heavy machinery used for removing paint from
bridges. On December 21, 2009, the Ohio businesses executed
an assignment of title for the Tag-A-Long in favor of Erie
Painting and Maintenance, Inc. (Erie). Approximately six
months later, on June 7, 2010, the Ohio businesses filed for
bankruptcy. The plaintiff, interested in purchasing the Ohio
businesses' assets, contacted their principal creditor
and reviewed that creditor's inventories of their assets,
one of which listed the Tag-A-Long as an asset.
13, 2011, the plaintiff purchased the Ohio businesses'
assets for $270, 000 pursuant to an asset purchase agreement
(agreement). Article I of the agreement, however, entitled
‘‘Assets, Rights, and Liabilities, ''
contained an important caveat with respect to the equipment
covered by the agreement. It provided that, although the
plaintiff ‘‘shall purchase and acquire . . . all
of the assets used by [the Ohio businesses] in connection
with the [b]usiness, '' the plaintiff
‘‘acknowledges that certain assets in these
exhibits may be duplicative and the lists are not exhaustive
of every piece of equipment owned or possessed by [the Ohio
businesses], and that certain pieces of equipment . . .
may have been disposed of prior to its bankruptcy
filings but are intended to be representative of [the
Ohio businesses'] good faith attempt to list all its
holdings being transferred hereunder as ‘all
equipment.' '' (Emphasis added.)
23, 2012, approximately two and one-half years after it was
assigned title to the Tag-A-Long, Erie sold the Tag-A-Long to
the defendant for $100, 000. After learning of the
defendant's claim to the Tag-A-Long, the plaintiff
commenced this action against the defendant in January, 2014,
alleging causes of action for conversion and replevin.
Forming the basis for both of the plaintiff's claims was
his allegation that he owned the Tag-A-Long because it was
among the assets he purchased from the Ohio businesses
pursuant to the 2011 agreement.
10, 2015, following a bench trial, the court found for the
defendant on both counts of the complaint. The court's
decision was based upon two principal findings. First, the
court emphasized that, to prevail on either his conversion or
replevin claim, the plaintiff had to ‘‘[prove]
his claim to ownership of the Tag-ALong by a preponderance of
the evidence . . . .'' The court observed that the
agreement upon which the plaintiff's claim to ownership
was based ‘‘does not purport to sell all of the
assets set forth in the schedules attached to it. It only
conveys to the plaintiff those assets still owned by the
[Ohio businesses] as of the date of the bankruptcy
filing.'' Implicitly relying on the 2009 assignment
of the Tag-A-Long to Erie, the court found that
‘‘the plaintiff has not proven that the
Tag-A-Long was owned by the [Ohio businesses] at the time of
the filing of bankruptcy in 2010.'' Moreover, the
court found that the plaintiff ‘‘has not
established his right to ownership'' under Ohio law.
The court's second principal finding was that the
defendant proved, by a preponderance of the evidence, that it
was a good faith purchaser for value under the Uniform
Commercial Code. On the basis of that finding, the court
concluded that ‘‘[a]ny claims the plaintiff may
have had to the Tag-A-Long as against third parties are
extinguished and do not survive or justify a claim of
ownership against [the defendant's] superior title
claim.'' Accordingly, the court rendered judgment for
the defendant on both counts of the complaint, and this
main brief, the plaintiff does not challenge the court's
finding that he failed to prove an ownership interest in the
Tag-A-Long; he claims only that the court erred in finding
that the defendant was a good faith purchaser for
value. Conversion and replevin, however, both
require proof of an ownership or property interest in the
subject property. See Sullivan v.
Thorndike, 104 Conn.App. 297, 308, 934 A.2d 827
(2007) (‘‘[a]n essential element of . . .
conversion is the requirement that the party asserting such a
claim have either a legal right or possessory interest in the
property at issue''), cert. denied, 285 Conn. 907,
908, 942 A.2d 415; Cornelio v. Stamford
Hospital, 246 Conn. 45, 49, 717 A.2d 140 (1998) (prima
facie claim for replevin pursuant to General Statutes §
52-515 requires proof, inter alia, that the plaintiff
‘‘has a property interest in the
[property]'' [internal quotation marks omitted]).
Thus, the court's unchallenged finding that the plaintiff
failed to prove an ownership interest in the Tag-A-Long is
wholly dispositive of the plaintiff's claims regardless
of whether the defendant was a good faith purchaser for
is a question of justiciability that must be determined as a
threshold matter because it implicates [a] court's
subject matter jurisdiction . . . . In determining mootness,
the dispositive question is whether a successful appeal would
benefit the plaintiff or defendant in any way.''
(Citation omitted; internal quotation marks omitted.)
Horenian v.Washington, 128 Conn.App. 91,
97-98, 15 A.3d 1194 (2011). It follows that
‘‘[w]here alternative grounds found by the
reviewing court and unchallenged on appeal would support the
trial court's judgment, independent of some challenged
ground, the challenged ground that forms the basis of the
appeal is moot because the court on appeal could grant no
practical relief to the complainant.'' (Internal
quotation marks omitted.) Id., 99. In the present
case, there is an independent, unchallenged basis for the
court's judgment for the defendant on both counts of the
complaint, namely, that he failed to prove that he owned the
Tag-A-Long to warrant a judgment of replevin or ...