October 25, 2017
Z. Green, with whom, on the brief, was Linda Pesce Laske, for
the appellant (defendant).
Eric Ross, for the appellee (plaintiff).
Alvord, Prescott and Lavery, Js.
action for breach of contract arising out of a commercial
lease, the defendant, Daniel Sabia, appeals, following a
trial to the court, from the judgment rendered in favor of
the plaintiff, United Amusements & Vending Company, on
the plaintiff's single count complaint. The trial court,
Hon. Edward F. Stodolink, judge trial referee,
awarded $15, 000 in damages. The defendant claims on appeal
that the trial court (1) failed to find the contract
unenforceable based on the defendant's special defenses
of mistake and duress; (2) awarded damages based on
unconscionable provisions of the contract; and (3) awarded
damages inconsistent with the contract and evidence. We agree
with the defendant's third claim. Accordingly, we reverse
in part the judgment of the court and remand the case for a
hearing in damages. We otherwise affirm the court's
following facts, which the trial court reasonably could have
found, and procedural history are pertinent to our decision.
Around September, 2012, the plaintiff's president,
Jonathan Dentz, contacted the defendant to arrange a meeting
to discuss a possible business relationship between the
parties. Dentz then met with the defendant on September 9,
2012, at the South Side Cafe´ in Torrington (bar),
which the defendant owns through a limited liability company.
The two discussed the possibility of the plaintiff leasing
equipment to the defendant for use in the bar, including a
video game machine, dart machines, an automated teller
machine (ATM), pool tables, and a jukebox. The defendant
already had similar equipment in the bar, but was not under
contract with his then current vendor. Dentz went over the
standard contract the plaintiff used, and the two came to an
agreement on the terms for revenue sharing. The defendant
inquired as to an advance on the commissions that would be
due. Upon learning that the defendant was earning about $500
per month from his current vendor, Dentz agreed to advance
$6000 to the defendant.
left the bar and drew up the contract. The next day, one of
the plaintiff's other employees went to the bar with the
contract and an advance commission check. The defendant
signed the contract on September 10, 2012, and accepted the
check. The plaintiff then purchased the equipment pursuant to
the contract from third parties.
purchased equipment was never installed at the bar. About
three weeks after the contract was signed, Dentz attempted to
call the defendant and left multiple messages, but received
no response. Then, in October, 2012, the defendant mailed the
uncashed commission check to the plaintiff. The plaintiff
sent a demand letter on November 2, 2012, informing the
defendant that it believed the defendant had breached the
contract, and that it would seek damages if the defendant did
not settle the matter within seven days.
plaintiff filed a breach of contract action on December 5,
2012, seeking damages, costs of suit, attorney's fees,
and interest. In his answer, the defendant admitted signing
the contract, but denied defaulting on the agreement. After a
trial on July 22, 2015, the court awarded the plaintiff $15,
000 in damages, $5000 in attorney's fees, and $687.48 in
costs. At the plaintiff's request, the court vacated the
award of attorney's fees on May 10, 2016, because the
parties had agreed at trial to address attorney's fees
after trial. The defendant appealed. We will set forth
additional facts as necessary.
threshold issue, we must address whether this appeal was
taken from a final judgment, as the award of attorney's
fees was vacated and is still pending. In Paranteau
v. DeVita, 208 Conn. 515, 523, 544 A.2d 634
(1988), our Supreme Court promulgated a bright line rule that
‘‘a judgment on the merits is final for purposes
of appeal even though the recoverability or amount of
attorney's fees for the litigation remains to be
determined.'' Although Paranteau itself
concerned statutory attorney's fees under the Connecticut
Unfair Trade Practices Act, its holding has been applied to
other attorney's fees awards. See Hylton v.
Gunter, 313 Conn. 472, 484-85, 97 A.3d 970 (2014)
(applying Paranteau rule to punitive damages);
Benvenuto v. Mahajan, 245 Conn. 495, 501,
715 A.2d 743 (1998) (applying Paranteau rule to
strict foreclosure case).
our Supreme Court has not addressed contractual
attorney's fees outside of dicta or footnotes, this court
applied the Paranteau bright line rule in Doyle
Group v. Alaskans for Cuddy, 164 Conn.App. 209,
222, 137 A.3d 809, cert. denied, 321 Conn. 924, 138 A.3d 284
(2016), holding that ‘‘regardless of whether the
issue of . . . contractual attorney's fees remained
outstanding, the [trial] court's . . . judgment was final
for purposes of appeal.'' Thus, despite the issue of
attorney's fees in the present case being unresolved, the
judgment on the breach of contract is a final judgment for
purposes of appeal.
appeal, the defendant first claims that the trial court
failed to find the contract unenforceable based on the
defendant's special defenses of mistake and
duress.We set forth the relevant standard of
review regarding equitable claims. ‘‘The
determination of what equity requires in a particular case .
. . is a matter for the discretion of the trial court. . . .
This court must make every reasonable presumption in favor of
the trial court's decision when reviewing a claim of
abuse of discretion. . . . Our review of a trial court's
exercise of the legal discretion vested in it is limited to
the questions of whether the trial court correctly applied
the law and could reasonably have reached the conclusion that
it did.'' (Internal quotation marks omitted.)
People's United Bank v. Sarno, 160
Conn.App. 748, 754, 125 A.3d 1065 (2015).
first consider whether we have an adequate record for review
of the defendant's claim regarding his special defenses.
We conclude that we do not. Although the defendant pleaded
mistake and duress as special defenses in his answer to the
complaint and argued these defenses at trial, the trial court
made no findings of fact or any rulings regarding these
defenses, nor did the court file a written memorandum of
decision or prepare and sign a transcript of an oral ruling.
See Practice Book § 64-1 (a). The defendant did not
file, in accordance with our rules of practice, a notice with
the appellate clerk of the failure of the trial court to file
either a written memorandum or a signed transcript. See
Practice Book § 64-1 (b). When the defendant later
sought an articulation from the court, he only requested
articulation regarding damages and attorney's fees, and
did not ask the court to address his special defenses.
‘‘As the appellant, the defendant has the burden
of providing this court with a record from which this court
can review any alleged claims of error. . . . It is not an
appropriate function of this court, when presented with an
inadequate record, to speculate as to the reasoning of the
trial court or to presume error from a silent
record.'' (Citation omitted; internal quotation marks
omitted.) Village Mortgage Co. v.Veneziano, 175 Conn.App. 59, 72, 167 A.3d 430, cert.
denied, 327 Conn. 957, 172 A.3d 205 (2017); see also Practice
Book § 61-10 (a) (‘‘[i]t is the
responsibility of the appellant to provide an adequate record
for review''); Michaels v.Michaels, 163 Conn.App. 837, 844-45, 136 A.3d 1282
(2016) (record inadequate where there was no memorandum of
decision or signed transcript, appellant did not file notice
pursuant to Practice Book § 64-1, and appellant did not