Barra v. Ridgefield Card and Gift Gallery, Ltd.

• Decision Date: 04 September 1984
• Citation: 480 A.2d 552,194 Conn. 400
• Court: Connecticut Supreme Court
• Parties: Douglas BARRA v. RIDGEFIELD CARD AND GIFT GALLERY, LTD., et al.

Page 552

480 A.2d 552

194 Conn. 400

Douglas BARRA v. RIDGEFIELD CARD AND GIFT GALLERY, LTD., et al.

Supreme Court of Connecticut.

Argued June 7, 1984.

Decided Sept. 4, 1984.

Harvey J. Kulawitz, Ridgefield, with whom, on the brief, was George M. Cohan, Ridgefield, for appellant (defendant Loretta O'Hare).

John J. Graubard, Stamford, for appellee (plaintiff).

Before SPEZIALE, C.J., and PETERS, ARTHUR H. HEALEY, SHEA and GRILLO, JJ.

ARTHUR H. HEALEY, Associate Justice.

The principal issue in this case is whether the trial court, Maiocco, J., erred when it overruled the defendants' objection to the plaintiff's withdrawal of his complaint. The following salient facts are not in dispute: The plaintiff, Douglas Barra, filed a complaint on April 21, 1982, seeking a judicial winding up of the defendant corporation, Ridgefield Card & Gift Gallery, Ltd. (Ridgefield), pursuant to General Statutes § 33-382. The plaintiff and the defendant Loretta O'Hare were shareholders and directors of Ridgefield. O'Hare then filed an application for appraisal of the plaintiff's shares of stock pursuant to General Statutes § 33-384. This application was granted after a hearing before the trial court, Ford, J., and at that time John P. O'Byrne, a certified public accountant, was appointed as the appraiser.

On July 16, 1982, O'Bryne filed his appraisal report with the court. This report stated that the plaintiff's shares of stock were worth $0.00 as of April 20, 1982, the day preceding the filing of the plaintiff's complaint. ¹ On July 30, 1982, O'Hare, pursuant to General Statutes § 33-384(c), filed a statement with the court electing to purchase the plaintiff's shares of stock and deposited the sum of $1 with the court clerk. Subsequently, O'Hare filed a motion for order of sale of the plaintiff's shares to her pursuant to General Statutes § 33-384(d).

On September 3, 1982, the plaintiff filed a withdrawal. The withdrawal did not expressly request leave of court to do so and no such leave had previously been granted. ² On September 7, 1982, O'Hare's motion for order of sale, filed on August 12, 1982, was granted by the court, Moraghan, J. At the time when Judge Moraghan heard and decided that motion, however, the plaintiff's September 3 withdrawal was not contained in the court file. ³ The court file indicates that on September 7, 1982, the defendants filed an objection to the withdrawal.

Subsequently, on September 27, 1982, the plaintiff filed a motion to reargue the motion for order of sale entered on September 7, 1982, and, on September 28, 1982, the plaintiff filed a motion to "reopen" that order of sale. The gravamen of both of these motions was that the court was without jurisdiction to enter the order of sale on September 7 because the plaintiff had filed a withdrawal of his complaint on September 3. On October 14, 1982, the defendants filed their motion objecting to the plaintiff's motions to "reopen" and reargue. The trial court, Moraghan, J., after a hearing, granted both motions on November 1, 1982. Thereafter, on December 20, 1982, the trial court, Maiocco, J., after a hearing, overruled the defendants' objection to the withdrawal, and the defendant O'Hare then appealed. ⁴

On appeal, the defendant claims that the trial court erred in overruling her objection to the plaintiff's withdrawal and in allowing the plaintiff to withdraw his action without his first requesting, and having been granted, leave of court in accordance with General Statutes § 52-80. ⁵ In support of this claim, the defendant relies upon Spears v. Kerars Realty Co., 171 Conn. 699, 372 A.2d 121 (1976). She maintains that prior to the filing of the plaintiff's withdrawal, the commencement of a hearing on an issue of fact under Spears had occurred because the appraiser in this case had not only commenced the procedures to be followed in making his appraisal, but he had completed his appraisal and filed it with the court. She therefore asserts that under General Statutes § 52-80, the plaintiff's ability to withdraw his action as of right had terminated and that he could not withdraw his action without leave of court for cause shown. The defendant claims that the plaintiff failed to request "leave of court and [make] a showing of 'cause.' " She asserts that the record of the hearing before Judge Maiocco is devoid of any reference whatsoever to such cause shown, that neither of the litigants addressed this critical issue, and that the court did not inquire into it. She therefore argues that leave of court could not properly have been granted since the issue of cause was "never raised or presented to the Court by the plaintiff, nor addressed by the defendant nor by the [c]ourt itself." Accordingly, because she maintains that there was no showing of cause, she claims that the overruling by the trial court, Maiocco, J., of her objection to the plaintiff's withdrawal cannot be considered to have the "same effect" as the granting of leave of court to withdraw. See Falk v. Schuster, 171 Conn. 5, 8, 368 A.2d 40 (1976). We disagree.

Initially, we point out, as both parties now acknowledge, that a "hearing on an issue of fact" within the meaning of § 52-80 had "commenced" in this case prior to the plaintiff's filing of his withdrawal on September 3, 1982. Spears v. Kerars Realty Co., supra, 171 Conn. 701-704, 372 A.2d 121. Quite clearly, the plaintiff's right to withdraw his action without leave of court terminated "with the commencement by the [court appointed] appraiser of the procedures to be followed in arriving at his appraisal." ⁶ Id., 703, 372 A.2d 121. Thus, the plaintiff could properly withdraw his complaint "only by leave of court for cause shown." General Statutes § 52-80.

At this point, we refer to the language of the memorandum of decision by the trial court, Maiocco, J., on the defendants' objection to the plaintiff's withdrawal. We may examine the trial court's memorandum of decision to understand better the basis of its decision and to determine the reasoning used by it in reaching its conclusion. McGaffin v. Roberts, 193 Conn. 393, 408, 479 A.2d 176 (1984). After pointing out the apparent clerical error which prevented the inclusion of the plaintiff's withdrawal in the court file at the time when the trial court, Moraghan, J., heard and decided the defendant's motion for the sale of the plaintiff's stock, ⁷ the trial court, Maiocco, J., referred to the plaintiff's motions to "reopen" the judgment of the order of sale and to reargue the motion for order of sale. It then noted the defendants' objection to these motions which "set forth as [their] arguments that the withdrawal was improper and of no effect as it was done without the permission of [the] court; that it was done without cause being shown; and that it was done after a hearing on the merits was held and acted upon by the court (the appointment of the appraiser), [citing General Statutes] Sec. 52-80 in support of [their] arguments."

The trial court then stated that "[t]hese arguments were all addressed and countered by the plaintiff in his memorandum in support of the motions" which Judge Moraghan granted and, "[i]n effect, Judge Moraghan by his ruling appears to have accepted the arguments advanced by the plaintiff and rejected those offered by the defendant." The trial court then pointed out that "the defendant [was coming] before the court a second time proposing the same objections to the withdrawal of [the] action, [that the defendant was] asking for a new ruling on the matter, [and that] [i]n effect, she is asking the court to overrule the prior decision."

Finally, the trial court stated that "[i]n addition to the above consideration, i.e., the prior court ruling, this court adopted the argument advanced by the plaintiff that the appointment of an appraiser and his filing of his report did not, in and of itself, constitute a hearing ... on an issue of fact as contemplated by Sec. 52-80 ... so as to prevent the plaintiff from withdrawing his action without prior approval from the court."

It is plain, in view of what we have already stated concerning the plaintiff's inability to withdraw as of right under our holding in Spears which interpreted § 52-80, that the trial court, Maiocco, J., erred in its conclusion that the plaintiff could withdraw without leave of court. It is clear, however, that its judgment was not predicated on only that conclusion but also on the independent ground relating to the previous ruling of Judge Moraghan. A trial court's judgment may be sustained if there exists proper grounds to support it even where, unlike the present case, the trial court's memorandum does not state a proper basis for its result. Herman v. Division of Special Revenue, 193 Conn. 379, 387, 477 A.2d 119 (1984); Favorite v. Miller, 176 Conn. 310, 317, 407 A.2d 974 (1978); Morris v. Costa, 174 Conn. 592, 597-98, 392 A.2d 468 (1978); see Perkel v. Grayson, 119 Conn. 465, 471-72, 177 A. 534 (1935); Maltbie, Conn.App.Proc. §§ 35, 36.

The thrust of the defendant's position on this appeal is that the issue of cause was never addressed in the proceedings before either Judge Moraghan or Judge Maiocco. We cannot accept this claim. There is no question that the defendants' objection to the plaintiff's motions to "reopen" and reargue, as well as their objection to the plaintiff's withdrawal, were both filed with the trial court prior to the time when the court granted the plaintiff's motions to "reopen" and reargue. Both of these objections as filed clearly stated, inter alia, the defendants' argument that the withdrawal was improper, untimely, and without leave of court for cause shown. After a hearing, Judge Moraghan granted the plaintiff's...