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Starboard Fairfield Development, LLC v. Gremp

Appellate Court of Connecticut

December 24, 2019

William C. GREMP et al.

         Argued October 7, 2019

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[Copyrighted Material Omitted]

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         Appeal from the Superior Court in the judicial district of Fairfield, where the plaintiffs served the defendants with notice of application for a prejudgment remedy; thereafter, the defendants filed counterclaims against the plaintiffs; subsequently, the matter was tried to the court, Radcliffe, J.

         John I. Bolton, for the appellants (defendants).

         Colin B. Connor, with whom, on the brief, was Robert D. Russo, III, Southport, for the appellee (plaintiffs).

         DiPentima, C.J., and Keller and Prescott, Js.


         PRESCOTT, J.

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          [195 Conn.App. 22] In this action arising out of a dispute over real estate investments and the disentanglement [195 Conn.App. 23] of business relationships, the defendants William C. Gremp and W C Gremp, LLC (WCG)[1] appeal, following a bench trial, from the judgment of the trial court rendered in favor of the plaintiffs, Starboard Fairfield Development, LLC (Starboard), and RR One, LLC (RR One), on counts alleging breach of a general release, slander of title, intentional interference with a contractual relationship, and breach of a promissory note.[2] On appeal, the defendants claim that the court improperly (1) determined that they breached a general release with Starboard by pursuing a civil action against the plaintiffs, (2) found that they slandered RR One’s title to certain property by recording a lis pendens and an affidavit of fact pertaining to that property on the Bridgeport land records, (3) found that they intentionally interfered with RR One’s contract to sell the property to a third party, (4) awarded RR One interest on $5000 that RR One was forced to hold in escrow due to the defendants’ actions, and (5) awarded punitive damages without providing the defendants with adequate notice of a hearing in accordance with Practice Book § § 7-5, 14-7, and 14-20. After a careful review of the record and the briefs of the parties, we conclude [195 Conn.App. 24] that the defendants’ claims are either inadequately briefed or wholly unpersuasive on the basis of the record presented, and, accordingly, we affirm the judgment of the trial court.

          The following facts, as found by the trial court, and procedural history are relevant to the defendants’ claims. In 2010, Gremp organized RR One as a limited liability company with himself as its sole member. As of 2012, RR One was the record owner of two rental properties in Bridgeport. One property is a seven unit, multifamily residence located on a corner lot at 90 Adams Street and 175-77 Newfield Avenue (Newfield property). The other property is composed of three residential units and is located at 188-90 Deacon Street (Deacon property).

          In October, 2012, Starboard and WCG, another limited liability company with Gremp as its sole member, executed documents to amend RR One’s operating agreement. Pursuant to the amended operating

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agreement, Starboard, which made a capital contribution of $99,000, owned 99 percent of the newly constituted RR One, and WCG owned the remaining 1 percent on the basis of a capital contribution of $1000. The operating agreement further provided that no member of RR One was entitled to claim any individual interest in any of the property owned by RR One. After the agreement was executed, Gremp served as property manager for the Deacon and Newfield properties.

          In 2015, RR One agreed to sell the Deacon property to Gremp for $140,000. RR One signed a sales contract on November 13, 2015, and Gremp signed the contract on November 15, 2015. Gremp planned to obtain a mortgage of $119,000 to help fund the purchase of the Deacon property. In January, 2016, the parties executed an addendum to the sales contract for the Deacon property. The addendum provided in relevant part: "[RR [195 Conn.App. 25] One] shall provide [Gremp] with title in a form that complies with [Gremp]’s mortgage requirements. Specifically, should lender require title to remain with [RR One], [RR One] agrees to transfer 100 [percent] ownership of [RR One] to [Gremp] provided [RR One] disposes of the Newfield property prior to any such transfer of ownership." The addendum also provided that RR One would pay Gremp for certain outstanding management fees that were in dispute.

          Prior to the closing on the Deacon property, Attorney Tyisha Toms, who represented Gremp, and Attorney Bill Gouveia, who represented RR One, discussed the mechanics of the transfer of title. Gouveia drafted a document that, if duly executed, would have assigned Starboard’s membership interest in RR One to Gremp in the event that Gremp was unable to obtain ...

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