Czarnecki v. Plastics Liquidating Co., Inc.
| Decision Date | 20 November 1979 |
| Citation | 179 Conn. 261,425 A.2d 1289 |
| Court | Connecticut Supreme Court |
| Parties | Sigmund A. CZARNECKI v. PLASTICS LIQUIDATING COMPANY, INC. et al. |
Harry L. Nair, Hartford, for the appellant (plaintiff).
Stanley Leven, Hartford, with whom, on the brief, was Arnold W. Aronson, Hartford, for the appellees (defendants).
Before COTTER, C. J., and LOISELLE, BOGDANSKI, PETERS and HEALEY, JJ.
This action arises out of a petition brought by the plaintiff, Sigmund A. Czarnecki, pursuant to the provisions of General Statutes § 33-381, to determine a claim he made against two Connecticut corporations: Plastics Liquidating Company, Inc. (hereinafter Plastics) and Woodstock Enterprises, Inc. (hereinafter Woodstock). It seeks the determination of liability for a portion of a finder's fee incurred in the sale of the corporate assets of Plastics and Woodstock. The petition was referred to a state referee, who rendered judgment for the defendants. The plaintiff has appealed.
The plaintiff has made a substantial attack on the finding. He claims that the court erred (1) in refusing to find certain facts that were admitted and undisputed; (2) in finding certain facts without evidence; and (3) in finding other facts in language of doubtful meaning so that their real significance does not appear. 1
We have carefully examined each of the plaintiff's claims directed to the finding and have concluded that no correction is warranted. His claim that the court did not find certain material facts that were admitted and undisputed is without merit. Some of the facts sought to be added were neither admitted nor undisputed; the remainder are either implicit in the finding or immaterial to our disposition. See Salvatore v. Milicki, 163 Conn. 275, 277, 303 A.2d 734 (1972); Cappiello v. Haselman, 154 Conn. 490, 492, 227 A.2d 79 (1967). In this regard, we point out that simply because a fact was testified to and not directly contradicted by another witness is wholly insufficient to secure its addition to the finding. Practice Book, 1978, § 3039; 2 Martin v. Kavanewsky, 157 Conn. 514, 515, 255 A.2d 619 (1969). The credibility of witnesses is for the court to determine. Id. Moreover where a paragraph of the draft finding mixes undisputed and disputed matters, it is properly refused. Cappiello v. Haselman, supra; Holczer v. Independent Brass City Lodge, Inc., 104 Conn. 539, 540, 133 A. 666 (1926).
The plaintiff's claim that certain facts were found without evidence cannot be sustained. In reviewing this claim we are satisfied that the contested findings of fact material to our disposition are supported by evidence. In one instance, evidence supporting the referee's finding appears in the appendix to the plaintiff's brief. The claim that certain facts were found without evidence in one instance is made in conjunction with the assertion that the paragraphs involved are in language of doubtful meaning so that their real significance does not appear. We do not agree. "It is our duty to construe the finding as a whole and to give it a reasonable construction." 3 Rosenberg v. Planning Board, 155 Conn. 636, 642, 236 A.2d 895 (1967). See Jennings v. Reale Construction Co., 175 Conn. 16, 23, 392 A.2d 962 (1978). This having been done to assist us in ruling on this claim, the significance of each paragraph appears.
The finding discloses the following facts material to our disposition. Plastics and Woodstock were Connecticut corporations that had been organized by the plaintiff Czarnecki and the defendant Alfred D. Pascale, now deceased. 4 Plastics had been organized for the purpose of engaging in the business of manufacturing molded plastics used for packaging and Woodstock was organized as a real estate holding corporation for the purpose of holding real estate associated with the plastic company business. The plaintiff and his wife, Helen C. Czarnecki, owned 50 percent of the issued and outstanding capital stock of each corporation, and Pascale and his wife, Doris Pascale, also a defendant, owned the remaining 50 percent of the issued outstanding capital stock of each corporation. The board of directors of each corporation consisted of the plaintiff and his wife, Helen Czarnecki, and the defendant and his wife, Doris Pascale. Both Plastics and Woodstock were dissolved on November 17, 1971 by the filing of a certificate of dissolution with the secretary of the state. The corporations were in the process of liquidation at the time the instant petition was brought.
On June 30, 1971, both Plastics and Woodstock sold all their assets to Morgan Construction Company (hereinafter Morgan Construction) of Worcester, Massachusetts. About one and a half to two years prior to the actual sale of the corporations' assets, Horace Gooch of Worcester, Massachusetts, who had at one time employed Czarnecki, brought to his attention the fact that Morgan Construction was interested in purchasing the companies. Negotiations for the sale of the assets of Plastics and Woodstock were commenced between Gooch and the plaintiff, but broke down and later terminated because of an inability to agree on price. About eight to twelve months after negotiations ceased, Gooch again contacted the plaintiff and arranged meetings with officials of Morgan Construction at which the defendant Pascale handled the negotiations as to price with Gooch and Paul Morgan of Morgan Construction. After long negotiations, the price of $1,730,000 in cash was agreed upon, $1,630,000 of which was for the assets of both corporations and $100,000 of which was to cover the tax liabilities, attorney's fees and other corporate liabilities incident to the sale. Gooch was the procuring cause in producing a customer to whom the corporate assets were sold and he participated actively in negotiating the final transaction.
When the plaintiff first brought the proposed offer to the defendant Alfred Pascale and said that the sellers would be required to pay a finder's fee, Pascale told him that, so far as he knew, the buyer was always responsible for the finder's fee. Gooch discussed a finder's fee with the plaintiff and Morgan and it was agreed between them that the buyer and seller would each pay 50 percent of this fee. Alfred Pascale was not at that meeting, however, and he never personally agreed to a finder's fee with either Gooch or Morgan. Gooch, Morgan and the plaintiff agreed upon a finder's fee of $70,000 to be paid one half by the buyer and one half by the selling corporations. Upon hearing this, Alfred Pascale said that he would have no part of such a fee, and that if any further negotiations were to take place he must be relieved of any such obligation. Pascale made it plain to the sellers' special counsel, Bayard T. DeMallie, that he refused to pay any part of a finder's fee and that further negotiations could continue only upon that condition. DeMallie informed Gooch of Pascale's position before the closing. Negotiations did continue. Attorney John R. Blake, who represented the buyers, and Gooch prepared a letter, introduced as an exhibit, which was signed by Gooch and sent to Alfred Pascale. In that letter Gooch agreed that, upon consummation of the proposed sale of the corporate assets of Plastics and Woodstock to Morgan Construction and in consideration of Pascale's approval of that sale, Pascale would owe Gooch "no finder's fee." Robert Nielson, vice president of finance and treasurer of Morgan Construction, stated at one of the meetings, when negotiations were breaking down, that he and his corporation were aware that Alfred Pascale would have no part of the fee. Gooch, who was friendly with the plaintiff, discussed the sellers' "second half" of his commission only with the plaintiff and did not discuss his fee with Alfred Pascale.
Meetings of the directors and stockholders of Plastics and Woodstock were held on June 17, 1971. At these meetings there was adopted a plan of complete liquidation to be consummated within twelve months of June 17, 1971, and the president and treasurer of each corporation were authorized to take such action as might in their judgment be necessary to accomplish the dissolution. On June 30, 1971, the sale was consummated. After the certificates of dissolution for the corporations were signed, a notice of...
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...claim. We will not discuss the eighth amendment claim, as that claim has not been briefed. See Czarnecki v. Plastics Liquidity Co., 179 Conn. 261, 262 n. 1, 425 A.2d 1289 (1979); Middletown Commercial Associates Ltd. Partnership v. Middletown, 42 Conn. App. 426, 439 n.12, 680 A.2d 1350, cer......
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...is the authority which the principal intended his agent to possess." (Internal quotation marks omitted.) Czarnecki v. Plastics Liquidating Co., 179 Conn. 261, 268, 425 A.2d 1289 (1979). "Implied authority is a fact to be proven by deductions or inferences from the manifestations of consent ......
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