Argued
March 18, 2019
Page 627
[Copyrighted Material Omitted]
Page 628
The
Superior Court, Judicial District of Stamford, Kevin Tierney,
Judge Trial Referee
Affirmed
in part, reversed in part, and remanded.
Andrew
M. McPherson, Bridgeport, for the appellant (plaintiff).
Peter
V. Lathouris, Stamford, for the appellees (defendants).
Keller,
Bright and Flynn, Js.
OPINION
KELLER,
J.
[192
Conn.App. 769] The plaintiff, Weinshel, Wynnick & Associates,
LLC, appeals from the trial courts judgment in favor of the
defendants, Marie Bongiorno, individually (Marie Bongiorno),
and Marie Bongiorno, executrix [192 Conn.App. 770] of the
estate of George Bongiorno (Marie Bongiorno,
executrix),[1] on
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its claims of successor liability and breach of contract. On
appeal, the plaintiff argues that the court improperly (1)
concluded that Marie Bongiorno could not be held personally
liable for the plaintiffs damages pursuant to a theory of
successor liability, and (2) rendered judgment in favor of
Marie Bongiorno, executrix, on the basis of General Statutes
52-599 (b). We affirm the judgment in favor of Marie
Bongiorno, and reverse the judgment in favor of Marie
Bongiorno, executrix.
The
following facts, as found by the trial court, and procedural
history are relevant to this appeal. The plaintiff is an
accounting firm. In 1971, it was hired by George Bongiorno,
the husband of Marie Bongiorno, to provide him with personal
and business accounting services.[2] At the time, George
Bongiorno, a successful businessman and investor, owned and
operated with his brother, John Bongiorno, a supermarket in
Stamford. At some point, George Bongiorno obtained a liquor
permit and began operating a liquor store, Bongiorno Maxi
Discount Liquors, in the same business complex as the
supermarket.[3]
Until
September, 2010, George Bongiorno operated the liquor store
as a sole proprietorship. During this time, the plaintiff
continued to provide accounting services and billed its
services to Bongiorno Maxi Discount [192 Conn.App. 771]
Liquors. On September 21, 2010, articles of organization were
drafted for an entity named Maries Liquors, LLC, and, on
September 23, the articles were filed with the secretary of
state. Maries Liquors, LLC, was a member managed limited
liability company, with George Bongiorno designated as its
sole member. Shortly after the creation of Maries Liquors,
LLC, an application was submitted to the Department of
Consumer Protection, Liquor Control Division, to change the
backer[4] for Bongiorno Maxi Discount Liquors to
the newly formed Maries Liquors, LLC.[5] Despite the change
in proprietorship, the business continued to operate under
the name Bongiorno Maxi Discount Liquors. On October 14,
2010, George Bongiorno transferred all "right, title and
interest" of his "membership units" in Maries
Liquors, LLC, to Marie Bongiorno.
On
June 21, 2012, the plaintiff sent Bongiorno Maxi Discount
Liquors three separate invoices for various accounting
services. In total, the plaintiff billed Bongiorno Maxi
Discount Liquors $36,075, with payment due in full by July
21, 2012. The parties do not dispute that the June 21, 2012
invoices were never paid.
On July
31, 2012, a purchase and sale agreement was executed that
purported to convey all of George Bongiornos interest in
...