Community Collaborative of Bridgeport, Inc. v. Ganim

• Decision Date: 08 July 1997
• Docket Number: No. 15590,15590
• Court: Connecticut Supreme Court
• Parties: COMMUNITY COLLABORATIVE OF BRIDGEPORT, INC. v. Joseph P. GANIM, et al.

Page 245

698 A.2d 245

241 Conn. 546

COMMUNITY COLLABORATIVE OF BRIDGEPORT, INC. v. Joseph P. GANIM, et al.

No. 15590.

Supreme Court of Connecticut.

Argued March 21, 1997.

Decided July 8, 1997.

Lori Welch-Rubin, New Haven, for appellant (plaintiff).

Arthur C. Laske, III, Assistant City Attorney, for appellees (defendants).

Before CALLAHAN, C.J., and BERDON, KATZ, PALMER and McDONALD, JJ.

KATZ, Associate Justice.

This appeal arises from an action seeking injunctive and declaratory relief brought by Alma Maya, as cochairperson of and in the name of the plaintiff, Community Collaborative of Bridgeport, Inc. (CCB), against the defendants, Joseph P. Ganim, mayor of the city of Bridgeport, and the city council of the city of Bridgeport (council). The trial court, Moran, J., granted the defendants' motion to dismiss, concluding that Maya did not have the authority unilaterally to file the action against the defendants. We conclude that Maya lacked standing to bring this action and, therefore, we affirm the judgment of the trial court.

The following undisputed facts are relevant to this appeal. In order to apply for a grant from the federal Department of Housing and Urban Development (department) under the "Empowerment Zone/Enterprise Community" program, the council established an organization known as the Interim Community Collaborative of Bridgeport (interim CCB). The interim CCB consisted of approximately thirty representatives of various community service and business organizations, the mayor's office and the council. Maya, Mary McDuffie and Joshua Nessen acted as its cochairpersons. The interim CCB, together with the council, developed a strategic plan (plan) that they submitted to the department as part of the application process. In December, 1994, the department declared that the city of Bridgeport had been approved as an enterprise community and was eligible for a grant of $2.95 million.

In January, 1995, the interim CCB was incorporated as the CCB, a nonprofit corporation, as the official organization established for the administration of the grant funds. As authorized by the CCB's bylaws, Maya, McDuffie and Nessen, as the incorporators of the CCB, consented to their appointment as the CCB's initial officers. ¹ Maya, McDuffie and Nessen were named president, vice president and secretary, respectively. The bylaws provided that succeeding officers would be elected at the first annual meeting of the CCB, which would take place no later than December 31, 1995. ² The first annual meeting never in fact occurred and, therefore, the election of succeeding officers never took place. The CCB bylaws also provided that "[t]he president shall be the principal executive officer of the [CCB] and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the [CCB] and the Board of Directors." ³

Subsequently, the CCB proposed a budget for the use of the grant funds, of which $1.3 million was allocated for administrative expenses. The department, the state of Connecticut and the city of Bridgeport all objected to the proposed budget, and the CCB thereafter reduced the budgeted administrative expenses to $560,000. The department, the state and the city continued to object to the amended budget, and the department declined to forward the funds until the CCB adopted a satisfactory budget.

On January 23, 1996, in response to the defendants' objections to the amended budget, the board of directors of the CCB (board) passed the following authorization: "The [board] gives authority to the CCB chairpersons to investigate and if necessary initiate legal action, including retention of legal counsel, on behalf of the [b]oard to prevent a City of Bridgeport takeover of the federal Enterprise Community funds and process." At the time that the authorization was passed, Maya and McDuffie were the cochairpersons of the CCB. See footnote 4. On February 5, 1996, the council passed a resolution to amend the plan, which purported to alter the composition of the board and diminish its role in formulating the CCB's budget. Subsequently, Maya, as cochairperson of the board, unilaterally filed an action in the trial court. She sought declaratory relief, alleging that the council's resolution was "illegal and without force and effect at law," and for injunctive relief "requiring the defendants to declare illegal their actions in amending the membership, purpose and structure of the [CCB] by an invalid resolution and to refrain from any and all attempts to effectuate such resolution." The defendants filed a motion to dismiss, arguing that Maya did not have the authority to file the action unilaterally and, furthermore, that the CCB board did not ratify her actions.

During a seven day hearing before the trial court, the parties presented testimony and evidence with respect to Maya's authority to file the present action. Although Maya claimed in the verified complaint that she was authorized to file suit as a "duly authorized representative of the [CCB], as its cochairperson," her authority was challenged by McDuffie, the other cochairperson. ⁴ In a sworn affidavit, McDuffie stated that "[a]t no time have I, as cochair of the CCB, authorized that suit be instituted with regard to the actions of the city council or mayor, and I am aware of no authority conferred upon Alma Maya to authorize the institution of suit on behalf of the CCB."

The trial court granted the motion to dismiss, concluding that a clear reading of the CCB's January 23, 1996 authorization required all of the chairpersons to act jointly with respect to any decision to bring an action and, therefore, Maya's unilateral action was not authorized by the board. Furthermore, in its oral memorandum of decision, the trial court made the factual finding that "the court is not convinced whether there was ample evidence to indicate that an emergency, urgent, or critical situation existed which would have permitted the chairperson and/or the president, however you want to call that person to act independently; nor was there a deadlock situation." Maya appealed from the judgment of the trial court to the Appellate Court, and we transferred the appeal to this court pursuant to Practice Book § 4023 and General Statutes § 51-199(c).

On appeal, Maya argues that the trial court improperly concluded that she lacked standing to bring an action on behalf of the CCB because: (1) as president of the corporation, she had the inherent authority to initiate this action to preserve the corporate interest; (2) she also had the authority to bring this action to preserve the corporate interest because the two officers expressly authorized to bring suit were deadlocked in opposition to each other; and (3) the members of the CCB acquiesced in the filing of the action at a subsequent meeting, and thus ratified the action. We disagree with each of these claims. ⁵

I

We begin by recognizing the well settled principles with respect to a trial court's power to determine its own jurisdiction. "As we have held repeatedly, the power to determine its jurisdiction is one of the core inherent powers of a court. [O]nce the question of lack of jurisdiction of a court is raised, [it] must be disposed of no matter in what form it is presented ... and the court must fully resolve it before proceeding further with the case.... [A] court must have jurisdiction to determine its own jurisdiction once that has been put in issue.... Castro v. Viera, 207 Conn. 420, 429-30, 541 A.2d 1216 (1988); accord Chrysler Credit Corp. v. Fairfield Chrysler-Plymouth, Inc., 180 Conn. 223, 227, 429 A.2d 478 (1980); Aaron v. Conservation Commission, 178 Conn. 173, 178, 422 A.2d 290 (1979).

"As we also have held, [i]t is a basic principle of law that a plaintiff must have standing for the court to have jurisdiction. Standing is the legal right to set judicial machinery in motion. One cannot rightfully invoke the jurisdiction of the court unless he has ... some real interest in the cause of action, or a legal or equitable right, title or interest in the subject matter of the controversy.... Unisys Corp. v. Dept. of Labor, 220 Conn. 689, 693, 600 A.2d 1019 (1991); Ardmare Construction Co. v. Freedman, 191 Conn. 497, 501, 467 A.2d 674 (1983). The standing requirement is designed to ensure that courts and parties are not vexed by suits brought to vindicate nonjusticiable interests and that judicial decisions which may affect the rights of others are forged in hot controversy, with each view fairly and vigorously represented.... Rose v. Freedom of Information Commission, 221 Conn. 217, 223, 602 A.2d 1019 (1992); Board of Pardons v. Freedom of Information Commission, 210 Conn. 646, 649, 556 A.2d 1020 (1989); Maloney v. Pac, 183 Conn. 313, 320, 439 A.2d 349 (1981).

"To fulfill these goals, the standing doctrine requires a plaintiff to demonstrate two facts. First, the complaining party must be a proper party to request adjudication of the issues. Nye v. Marcus, 198 Conn. 138, 141, 502 A.2d 869 (1985). Second, the person or persons who prosecute the claim on behalf of the complaining party must have authority to represent the party. See, e.g., Orsi v. Senatore, 230 Conn. 459, 470, 645 A.2d 986 (1994) (standing of foster parent to sue child's guardian on behalf of child); State v. Nardini, 187 Conn. 109, 112-16, 445 A.2d 304 (1982) (standing of state's attorney to challenge recommendation of sentence review division on behalf of state); Barrett v. Southern Connecticut Gas Co., 172 Conn. 362, 370 374 A.2d 1051 (1977) (standing of shareholder to file derivative action on behalf of corporation); Vaitekunene v. Budrys, 156 Conn. 547, 554, 244 A.2d 408 (1968) (standing of legatee's purported attorney to appeal order of Probate Court on behalf of legatee).

"A complaining party ordinarily can show that it is a proper party when it makes a colorable claim of [a] direct injury ...