Computer Reporting Serv., LLC v. Lovejoy & Assocs., LLC

• Decision Date: 19 July 2016
• Docket Number: No. 37257.,37257.
• Citation: 167 Conn.App. 36,145 A.3d 266
• Parties: COMPUTER REPORTING SERVICE, LLC v. LOVEJOY AND ASSOCIATES, LLC, et al.
• Court: Connecticut Court of Appeals

167 Conn.App. 36
145 A.3d 266

COMPUTER REPORTING SERVICE, LLC
v.
LOVEJOY AND ASSOCIATES, LLC, et al.

No. 37257.

Appellate Court of Connecticut.

Argued March 2, 2016.
Decided July 19, 2016.

145 A.3d 270

Frederick A. Lovejoy, self-represented, for the appellants (named defendant et al.).

John W. Mills, New Haven, for the appellee (plaintiff).

ALVORD, PRESCOTT and MULLINS, Js.

PRESCOTT, J.

167 Conn.App. 39

The defendants Lovejoy & Associates, LLC (law firm), and Attorney Frederick A. Lovejoy appeal from the judgment of the trial court rendered in favor of the plaintiff, Computer Reporting Service, LLC, on its complaint alleging, inter alia, breach of contract arising from the defendants' failure to pay for court reporting services that the plaintiff provided for several depositions taken by Lovejoy in an unrelated federal action.¹ The defendants

145 A.3d 271

also appeal from the judgment rendered in favor of the plaintiff on their counterclaims. The defendants claim on appeal that the court improperly (1) determined that an enforceable contract existed; (2) found that the defendants had faxed copies of the deposition notices to the plaintiff; (3) determined that Lovejoy was personally liable to

167 Conn.App. 40

the plaintiff for breach of contract in the absence of any evidence showing that he acted in his individual capacity rather than on behalf of the law firm; (4) failed to conclude that the defendants' client in the federal action, Ensign Yachts, was solely responsible for paying the plaintiff for its services; (5) awarded $13,564.64 in attorney's fees pursuant to General Statutes § 52–251a ; (6) rejected the defendants' counterclaims, which alleged slander, abuse of process, and violation of the Fair Debt Collection Practices Act, 15 U.S.C. § 1692 et seq. (2012) ; and (7) admitted evidence presented by the plaintiff at trial despite the plaintiff's failure to comply with the court's trial management order and its alleged spoliation of other evidence.

On the basis of our review of the record, we agree with the defendants that the court improperly held Lovejoy individually liable for breach of contract, but we are not persuaded by the remainder of the defendants' claims. Accordingly, we reverse the judgment of the trial court in part, and remand the case with direction to render judgment in favor of Lovejoy as to count one of the operative complaint alleging breach of contract. We affirm the judgment in all other respects, including the court's decision to award costs and attorney's fees.

The following facts, which either were found by the court in its oral memorandum of decision or are undisputed in the record, and procedural history are relevant to our consideration of the defendants' appeal.² The

167 Conn.App. 41

plaintiff is a Connecticut

145 A.3d 272

company that provides court reporting services to attorneys throughout the state. The law firm is a limited liability company with Lovejoy as its sole member.

On or around June 18, 2010, Lovejoy, on behalf of the law firm, noticed the deposition of a witness in a federal action. Lovejoy faxed a copy of the deposition notice to the plaintiff, which the parties understood to be a request that the plaintiff provide a court reporter to record and transcribe the noticed deposition, which was scheduled for June 24, 2010. The plaintiff performed as requested, and the defendants were later provided with a copy of a deposition transcript and a bill for $1401.32. This same procedure was followed with respect to two additional depositions, one conducted on August 20, 2010, and the other on August 23, 2010. In each instance, the plaintiff was faxed a copy of the deposition notice, provided the requested court reporting services, and later provided the defendants

167 Conn.App. 42

with a transcript and a bill. The bills for the latter two depositions were for $1246.56 and $812.49, respectively. The bills for the three depositions totaled $3460.37. The defendants accepted delivery of the transcripts and utilized them without raising any complaint about the plaintiff's services or the quality of the work product provided. The bills, however, were never paid, despite repeated collection efforts by the plaintiff.³

In January, 2013, the plaintiff commenced a small claims action against the defendants alleging breach of contract. The defendants successfully moved to transfer the matter to the regular docket of the Superior Court, arguing that they had a good defense to the plaintiff's claim and wished to preserve their right to appeal. See General Statutes § 51–197a (a) (no right of appeal from small claims judgment). They filed an answer on May 23, 2013, asserting a number of special defenses and three counterclaims alleging slander, abuse of process, and unfair debt collection practices. The plaintiff subsequently impleaded Ensign Yachts and filed an amended complaint. This operative amended complaint consisted of two counts: count one alleged breach of contract against the defendants, and count two alleged unjust enrichment on the part of Ensign Yachts.⁴ Ensign Yachts failed to appear and was defaulted.

145 A.3d 273

167 Conn.App. 43

The matter was tried to the court, Hon. Michael Hartmere, judge trial referee, on June 26, 2014.⁵ Following testimony and closing arguments by counsel, the court issued a brief oral decision from the bench. The court found in favor of the plaintiff on both counts of the operative complaint. With respect to the breach of contract count, the court found that the defendants had contracted with the plaintiff for court reporting services, and that they breached that contract by failing to pay for the services rendered, irrespective of any separate payment arrangement that may have existed between the defendants and Ensign Yachts. The court rejected all of the defendants' special defenses, and awarded damages of $3460.37. It also found in favor of the plaintiff on each of the defendants' counterclaims. The court noted that attorney's fees and costs would be decided at a later date, after the plaintiff had submitted the appropriate paperwork. The court rendered judgment in accordance with its oral decision on July 3, 2014.⁶

Also on July 3, 2014, the plaintiff filed a motion for attorney's fees and prejudgment interest pursuant to General Statutes § 37–3a (a). It also filed a bill of costs. On August 11, 2014, the trial court clerk issued an order indicating that, in the absence of any objection to the plaintiff's bill of costs, costs would be taxed pursuant to Practice Book § 18–5. On September 11, 2014, the

167 Conn.App. 44

court granted the plaintiff's motion for attorney's fees and awarded prejudgment interest at a rate of 5 percent. The defendants filed this appeal on October 1, 2014.⁷

I

The defendants first claim that the court improperly determined that an enforceable contract existed. Specifically, they argue that the plaintiff failed to meet its burden of establishing that there was a “meeting of the minds,” which is a prerequisite to the formation of a valid contract. We are not persuaded.

“The elements of a breach of contract action are the formation of an agreement, performance by one party, breach of the agreement by the other party and damages.” (Internal quotation marks omitted.) Sullivan v. Thorndike, 104 Conn.App. 297, 303, 934 A.2d 827 (2007), cert. denied,

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285 Conn. 907, 908, 942 A.2d 415, 416 (2008). “In order to form a binding and enforceable contract, there must exist an offer and an acceptance based on a mutual understanding by the parties.... The mutual understanding must manifest itself by a mutual assent between the parties.” (Internal quotation marks omitted.) Krondes v. O'Boy, 37 Conn.App. 430, 434, 656 A.2d 692 (1995). In other words, to prove the

167 Conn.App. 45

formation of an enforceable agreement, a plaintiff must establish the existence of “a mutual assent, or a ‘meeting of the minds'....” Herbert S. Newman & Partners, P.C. v. CFC Construction Ltd. Partnership, 236 Conn. 750, 764, 674 A.2d 1313 (1996) ; see also Bridgeport Pipe Engineering Co. v. DeMatteo Construction Co., 159 Conn. 242, 246, 268 A.2d 391 (1970) (“burden rested on the plaintiff to prove a meeting of the minds to establish its version of the claimed contract”).

“The parties' intentions manifested by their acts and words are essential to the court's determination of whether a contract was entered into and what its terms were.... Whether the parties intended to be bound without signing a formal written document is an inference of fact [to be made by] the trial court....” (Internal quotation marks omitted.) MD...