D.D.J. Elec. Contractors, Inc. v. Nanfito & Sons Builders, Inc.
| Citation | 40 Conn.Supp. 50,479 A.2d 1250 |
| Decision Date | 08 March 1984 |
| Docket Number | No. 274565,274565 |
| Court | Connecticut Superior Court |
| Parties | D.D.J. ELECTRICAL CONTRACTORS, INC. v. NANFITO & SONS BUILDERS, INC. -New Britain at Hartford |
Henry C. Winiarski, Hartford, for plaintiff.
Jerome M. Griner, West Hartford, for defendant.
The defendant executed a written contract with D.D.J. Electrical Contractors whereby D.D.J. Electrical Contractors was to supply labor and material in connection with electrical installation work. At some point between the date of the contract and the commencement of this action, D.D.J. Electrical Contractors, an unincorporated business, altered its form of doing business and became D.D.J. Electrical Contractors, Inc., a Connecticut corporation. D.D.J. Electrical Contractors, Inc. commenced the present suit for money allegedly owed under the contract signed by its predecessor, D.D.J. Contractors. The defendant has answered the complaint and interposed a special defense alleging that the plaintiff was not a party to the contract and, therefore, is not a proper party to sue on it, and, further, that D.D.J. Electrical Contractors violated the contract by incorporating. The specific clause that the defendant claims was violated is contained in a rider to the contract and reads as follows:
The plaintiff has moved to strike this special defense. The purpose of the motion to strike is to test the legal sufficiency of a pleading. Connecticut Practice Book § 152; Alarm Applications Co. v. Simsbury Volunteer Fire Co., 179 Conn. 541, 545, 427 A.2d 822 (1980). The motion admits all facts well pleaded and it is the court's duty to examine the pleading, assuming the truth of all well pleaded facts. Alarm Applications Co. v. Simsbury Volunteer Fire Co., supra, 545, 427 A.2d 822. The question posed by the defendant's special defense is whether the plaintiff corporation may sue on a contract entered into by its predecessor. Neither counsel for the parties nor the court has located a reported Connecticut case directly on point.
It is well settled in Connecticut that the formation of a corporation creates a new and separate legal entity. Saphir v. Neustadt, 177 Conn. 191, 209, 413 A.2d 843 (1979).
Clearly, when two or more corporations affect a merger or consolidation, the "surviving or new corporation shall thereupon and thereafter ... possess all the rights, privileges, immunities and franchises ... and all debts due on whatever...
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...at the appellate level in this state although it has been decided at the trial level. See D.D.J. Electrical Contractors, Inc. v. Nanfito & Sons Builders, Inc., 40 Conn.Sup. 50, 479 A.2d 1250 (1984). We adopt the reasoning of that case, namely, that the situation presented here is analogous ......
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...with the rights and has assumed the burdens of [another] corporation’ " (quoting D.D.J. Elec. Contractors, Inc. v. Nanfito & Sons Builders, Inc. , 40 Conn.Supp. 50, 479 A.2d 1250, 1251-52 (1984) )); Successor , Black's Law Dictionary (11th ed.) (2019) ("A corporation that, through amalgamat......
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...(1971); Speedway Realty Co. v. Grasshoff Realty Corp., 248 Ind. 6, 216 N.E.2d 845 (1966); D.D.J. Electrical Contractors, Inc. v. Nanfito & Sons Builders, Inc., 40 Conn. Sup. 50, 479 A.2d 1250 (1984). Another way of analyzing the situation is in terms of the assignment of rights; under this ......
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