Delio v. Earth Garden Florist, Inc., 10685

• Decision Date: 30 June 1992
• Docket Number: No. 10685,10685
• Citation: 28 Conn.App. 73,609 A.2d 1057
• Court: Connecticut Court of Appeals
• Parties: Frank S. DELIO v. The EARTH GARDEN FLORIST, INC., et al.

Page 1057

609 A.2d 1057

28 Conn.App. 73

Frank S. DELIO v. The EARTH GARDEN FLORIST, INC., et al.

No. 10685.

Appellate Court of Connecticut.

Argued April 2, 1992.

Decided June 30, 1992.

John R. Williams, New Haven, for appellant (plaintiff).

Stephen A. Wise, New Canaan, for appellees (defendants).

Before DALY, LANDAU and FREDERICK A. FREEDMAN, JJ.

LANDAU, Judge.

This is an appeal from the judgment of the Superior Court confirming an arbitration award in favor of the defendants and concomitantly denying the plaintiff's application to vacate the award. The issues to be addressed in this appeal are whether the trial court (1) improperly rendered judgment in favor of and against parties not named in the action, and (2) compelled the plaintiff to arbitrate matters he was not contractually bound to arbitrate.

The record discloses the following facts. The plaintiff, Frank Delio, the owner of the subject property ¹ and the sole shareholder of The Hidden Garden Florist II, Inc., leased the property to The Earth Garden Florist, Inc. Larry Blankenship personally guaranteed the lease. The property involved is a parcel of land on which a greenhouse and a separate two-family house are situated. On November 7, 1986, the parties entered into the following three agreements which are integral parts of a single transaction: ² (1) a lease by the plaintiff to the defendants of the greenhouse but not of the residence; ³ (2) a business purchase agreement involving the sale of the plaintiff's business to the defendants; ⁴ and (3) a purchase and sale agreement in which the defendants received a three year option to purchase the entire premises. ⁵ The lease contained the following arbitration clause: "Article 36 Arbitration Section 36.01. Any controversy or claim arising between the parties with respect to this lease unless other provision is made herein, shall be settled by arbitration in New Canaan in accordance with the laws of the state of Connecticut, pursuant to the rules of the American Arbitration Association and conducted in accordance with the rules of said Association. The party desiring arbitration shall do so by giving notice to that effect to the other party; said notice shall contain a specific description of the subject matter in dispute. All expenses of arbitration, including the expenses of witnesses shall be paid as awarded by the arbitrator(s) who shall be requested to include the payment of such expenses in the decision. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof."

On February 8, 1988, the defendants notified the plaintiff of their intent to exercise the option agreement. The parties agreed to a closing date of March 18, 1988. The plaintiff failed to tender the property on that date although the defendants were ready, willing and able to close. Because the defendants exercised their option to purchase, they did not pay rent on March 1, 1988, with the expectation that the rent would be adjusted at the March 18, 1988 closing. No objection was made to the defendants' failure to pay rent, nor was a written notice of default, as required by article 15 of the lease, given to the defendants. On April 22, 1988, the defendants informed the plaintiff, in writing, that the plaintiff was in default of the lease, that there was no reason for the defendants to continue paying rent and that they were still anxious to purchase the property.

On October 25, 1989, the defendants renewed their exercise of the option by written notice, setting the closing at the New Canaan Bank and Trust Company on October 31, 1989. On the morning of October 31, the plaintiff indicated that he was unable to give clear title, would need thirty days to clear the title and for the first time demanded "18 months of unpaid rent." The plaintiff again failed to tender the property and again the defendants were at all times ready, willing and able to close on the property.

On November 29, 1989, the plaintiff served the defendants with a notice to quit. On March 13, 1990, the plaintiff commenced an action to evict the defendants and for back rent. On May 5, 1990, the defendants filed a motion to stay the action pending arbitration pursuant to article 36 of the lease. Over the plaintiff's strenuous objections, ⁶ the defendants' renewal of the motion to stay was granted on June 26 1990. ⁷ During March and April of 1991, the arbitration of the defendants' claims and the plaintiff's claim for back rent was conducted with the full participation of both parties. Following the arbitration, a one page order was entered directing Delio and The Hidden Garden Florist II, Inc., to pay The Earth Garden Florist, Inc., Larry Blankenship and Katherine Blankenship $150,000. The Earth Garden Florist, Inc., and Larry Blankenship moved for the trial court to confirm the award and Delio moved for the trial court to vacate the award. This appeal followed.

In his first claim, the plaintiff asserts that the trial court was without jurisdiction to render judgment in favor of Katherine Blankenship and against The Hidden Garden Florist II, Inc., because neither was named as a party to the action. The trial court rendered judgment in favor of The Earth Garden Florist, Inc., Larry Blankenship and Katherine Blankenship and against Delio and The Hidden Garden Florist II, Inc. The only plaintiff named in this action is Delio and the only defendants named in this action are The Earth Garden Florist, Inc., and Larry Blankenship.

With respect to the trial court's judgment in favor of Katherine Blankenship, we conclude that because she was not a named party, the trial court was without jurisdiction to render judgment in her favor. The jurisdiction of the trial court is limited to those parties expressly named in the action coming before it. General Motors Acceptance Corporation v. Pumphrey, 13 Conn.App. 223, 227, 535 A.2d 396 (1988). Until one is given notice of the actions or proceedings against him and is thereby given opportunity to appear and be heard, the court has no jurisdiction to proceed to judgment either for or against him even though it may have jurisdiction of the subject matter. "One who is not served with process does not have the status of a party to the proceeding.... A court has no jurisdiction over persons who have not been made parties to the action before it. See Simko v. Zoning Board of Appeals, 205 Conn. 413, 533 A.2d 879 (1987); Graham v. Zimmerman, 181 Conn. 367, 373, 435 A.2d 970 (1980)." Id., at 227-28, 535 A.2d 396. We, therefore, vacate the judgment as it pertains to Katherine Blankenship. See Practice Book § 4183. ⁸

With respect to the claim that the trial court was without jurisdiction to render judgment against The Hidden Garden Florist II, Inc., we conclude that the plaintiff is not the proper party to raise this claim. The plaintiff was named personally in this action and does not have standing to challenge the judgment as it applies to a third party, despite the fact that he is the sole shareholder of that third party.

" ' "Standing is not a technical rule intended to keep aggrieved parties out of court; nor is it a test of substantive rights. Rather it is a practical concept 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." ' " DiBonaventura v. Zoning Board of Appeals, 24 Conn.App. 369, 373-74, 588 A.2d 244, cert. denied, 219 Conn. 903, 593 A.2d 129 (1991), citing Board of Pardons v. Freedom of Information Commission, 210 Conn. 646, 648-49, 556 A.2d 1020 (1989).

The general rule is that one party has no standing to raise another's rights. See State v. Williams, 206 Conn. 203, 207, 536 A.2d 583 (1988). " 'When standing is put in issue, the question is whether the person whose standing is challenged is a proper party to request an adjudication of the issue....' Mystic Marinelife Aquarium, Inc. v. Gill, 175 Conn. 483, 492, 400 A.2d 726 (1978). '[Standing is] ordinarily held to have been met when a complainant makes a colorable claim of direct injury he ... is likely to suffer....' Maloney v. Pac, 183 Conn. 313, 321, 439 A.2d 349 (1981)." Malerba v. Cessna Aircraft Co., 210 Conn. 189, 192, 554 A.2d 287 (1989).

In accordance with these guidelines, we must determine whether Delio has made any colorable claims of direct injury that he is likely to suffer in his individual capacity as a result of the judgment rendered against The Hidden Garden Florist II, Inc. Admittedly, any judgment entered against The Hidden Garden Florist II, Inc., is the responsibility of the plaintiff as the sole shareholder and will be paid out of the corporate assets of The Hidden Garden Florist II, Inc. This, however, is insufficient to meet the...