Argued
February 8, 2019.
Appeal
from Superior Court in the judicial district of Fairfield,
Hon. Michael Hart-mere, judge trial referee.
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[Copyrighted Material Omitted]
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Stephen R. Bellis, for the appellant (plaintiff).
Barbara
M. Schellenberg, with whom, on the brief, was Vincent M.
Marino, for the appellee (defendant JDs Café I,
Inc.).
DiPentima,
C.J., and Prescott and Elgo, Js.
OPINION
DiPENTIMA,
C.J.
[191
Conn.App. 415] In this appeal, the plaintiff, IP Media
Products, LLC, brought a foreclosure action against the
defendant, JDs Café I, Inc.,[1] seeking to enforce a
mortgage and note that were conveyed and signed,
respectively, by a purportedly different entity, namely, JDs
Café I, LLC. On appeal, the plaintiff claims that the
trial court improperly concluded that it could not recover
against the defendant because (1) the complaint contained no
allegations against the defendant; (2) the entity that
conveyed the mortgage and signed the note was not the named
defendant; and (3) the mortgage and note were executed
without the requisite corporate authority. As to the third
claim, the plaintiff does not challenge the courts finding
of lack of corporate authority, but argues for the first time
on appeal that, because it is a holder in due course, this
defense does not apply to it. We conclude that because this
argument was not preserved, the plaintiffs third claim
fails. Moreover, because we affirm the judgment of the trial
court on this basis, we need not address the remainder of the
plaintiffs claims.[2]
The
following undisputed facts and procedural history are
relevant to this appeal. On August 25, 2004, Gus [191
Conn.App. 416] Curcio, Jr., acquired all of the corporate
stock in the defendant and, at a shareholder meeting on
November 11, 2005, became the defendants president and
director. On July 19, 2007, the defendant acquired 3010
Huntington Road, in Stratford (Stratford property), from
Curcio Jr.s mother. The next day, July 20, 2007, Curcio,
Jr., as president of Curcio Carting, Inc., executed a
promissory note with Dade Realty Company I, LLC (Dade
Realty), in the amount of $110,000. The note indicated that
it was secured by a lien on trucks owned by Curcio Carting,
Inc., and a mortgage on the Stratford property. The note and
mortgage were signed by Curcio, Jr., as president of Curcio
Carting, Inc., and Robin Cummings as the president of JDs
Café I, LLC.
On
August 26, 2014, Dade Realty assigned the note to the
plaintiff and shortly
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thereafter, on October 14, 2014, the plaintiff commenced a
foreclosure action against the defendant and several other
parties. Although service was made on the defendant, the
allegations in the complaint are asserted against JDs
Café I, LLC, and not the defendant. Nonetheless, in
its answer, the defendant admitted the plaintiffs allegation
that JDs Café I, LLC, was the record owner of the
Stratford property at the time the mortgage was conveyed. The
defendant denied that it had conveyed a mortgage to Dade
Realty, or that it was indebted to the plaintiff. In the same
responsive pleading, the defendant also asserted several
special defenses, alleging, inter alia, that the mortgage and
note were unenforceable because they were conveyed and
signed, ...