Weinshel, Wynnick & Associates, LLC v. Bongiorno

         Argued March 18, 2019

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[Copyrighted Material Omitted]

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         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 court’s 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 plaintiff’s 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 Marie’s Liquors, LLC, and, on September 23, the articles were filed with the secretary of state. Marie’s Liquors, LLC, was a member managed limited liability company, with George Bongiorno designated as its sole member. Shortly after the creation of Marie’s 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 Marie’s 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 Marie’s 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 Bongiorno’s interest in ...