Meribear Prods., Inc. v. Frank

• Decision Date: 22 September 2021
• Docket Number: SC 20473
• Citation: 340 Conn. 711,265 A.3d 870
• Parties: MERIBEAR PRODUCTIONS, INC. v. Joan E. FRANK et al.
• Court: Connecticut Supreme Court

340 Conn. 711

265 A.3d 870

MERIBEAR PRODUCTIONS, INC.

v.Joan E. FRANK et al.

SC 20473

Supreme Court of Connecticut.

Argued September 8, 2020

Officially released September 22, 2021^*

Michael S. Taylor, with whom was Brendon P. Levesque, Hartford, for the appellants (defendants).

Anthony J. LaBella, with whom, on the brief, was Deborah M. Garskof, Fairfield, for the appellee (plaintiff).

Robinson, C.J., and McDonald, D'Auria, Mullins, Kahn and Ecker, Js.

ECKER, J.

This appeal arises out of a dispute between the plaintiff, Meribear Productions, Inc., doing business as Meridith Baer and Associates, and the defendants, Joan E. Frank and George A. Frank, in connection with a contract for the design, decoration, and staging for sale of the defendants’ residence at 3 Cooper Lane in Westport. After the plaintiff staged the defendants’ home by installing rental furniture, antiques, art, and home décor for the purpose of enhancing its appearance and, thereby, its prospects for sale, the defendants defaulted on their contractual payment obligations to the plaintiff. The plaintiff, a California company, obtained a default judgment against the defendants in its home state and thereafter filed an action in the Superior Court in Connecticut seeking to enforce the California judgment or, alternatively, to recover under the theories of breach of contract or quantum meruit. The trial court rendered judgment in favor of the plaintiff against George Frank on the count seeking to enforce the California judgment and in favor of the plaintiff against Joan Frank on the breach of contract count.¹ On appeal, the defendants claim that (1) the California judgment is unenforceable for lack of personal jurisdiction, (2) the contract is unenforceable under the Home Solicitation Sales Act (HSSA), General Statutes § 42-134a et seq., and (3) the amount of damages awarded by the trial court was improper. We affirm the judgment of the trial court.

The relevant facts either are undisputed or were found by the trial court following a bench trial. The plaintiff is a California corporation that provides residential design and decoration services, including the delivery, staging and leasing of home furnishings and décor. The defendants are a married couple who resided in a home owned by Joan Frank at 3 Cooper Lane in Westport. In an effort to sell their home and make it more attractive to potential purchasers, Joan Frank, as the homeowner, entered into a "[s]taging [s]ervices and [l]ease [a]greement" (agreement) with the plaintiff on March 13, 2011. Under the terms of the agreement, Joan Frank agreed to pay the plaintiff a " ‘[s]taging [f]ee’ " in the amount of $19,000, which represented a nonrefundable " ‘[i]nitial [p]ayment’ " due "prior to [the] delivery and installation" of the furnishings. After the delivery and installation of the furnishings, the agreement provided that Joan Frank would make monthly rental payments in the amount of $1900 beginning on July 23, 2011. The initial term of the agreement was for four months "or until the buyer's contingencies are either satisfied or waived with respect to the purchase of the [p]roperty, whichever comes first." If the property did not sell after four months, then the agreement would continue on a monthly basis, subject to the right of either party to terminate the agreement by providing written notice.

Joan Frank was the sole signatory to the agreement. Although George Frank did not sign the agreement and was not a party to it, he participated in its negotiation. Indeed, in negotiating the agreement, the plaintiff dealt exclusively with George Frank, his office assistant, and the defendants’ realtor. The plaintiff had no meaningful dealings with Joan Frank other than her execution of the agreement.

In addition to negotiating the agreement, George Frank signed an addendum to the agreement, addendum B, which is a credit card authorization expressly made "a part of [the] [a]greement ...." Pursuant to the credit card authorization, George Frank "authorized the plaintiff to charge his Visa credit card a ‘total amount’ of $19,000." George Frank crossed out language in the addendum providing that he agreed to personally guarantee "any obligations that may become due."²

Although George Frank was not a party to the agreement, he made substantive modifications to its terms. Paragraph 19 of the agreement contains a choice of law provision, which provides that "[t]his [a]greement and the rights of the parties hereunder shall be determined, governed by and construed in accordance with the internal laws of the [s]tate of California without regard to conflicts of laws principles." Paragraph 19 also contains a forum selection clause, which provides that "[a]ny dispute under that [a]greement shall only be litigated in any court having its situs within the [c]ity of Los Angeles, California, and the parties consent and submit to the jurisdiction of any court located within such venue." Despite the choice of law provision, George Frank unilaterally added the following language at the end of paragraph 19: "Since this is a contract for an agreement taking place in the state of Connecticut, Connecticut laws will [supersede] those of California." (Emphasis omitted.)

After George Frank made the initial payment of $19,000, the plaintiff delivered and installed the rental furnishings and décor pursuant to the terms of the agreement. Thereafter, the defendants defaulted on their rental obligation. The plaintiff hired a crew of movers to remove the rental furnishings and décor from the defendants’ residence, but the defendants denied the movers access to the premises. The defendants demanded that the plaintiff provide a written release of all claims, but the plaintiff refused. The inventory remained in the home.³

The litigation began in California. On February 15, 2012, the plaintiff filed suit against the defendants in the Superior Court of California, county of Los Angeles, claiming, inter alia, breach of contract and conversion. That action resulted in a default judgment against the defendants in the amount of $259,746.10. When the default judgment remained unsatisfied, the plaintiff brought an action against the defendants in the Superior Court for the judicial district of Fairfield, seeking to enforce the foreign judgment. Alternatively, the plaintiff sought recovery against the defendants for breach of contract and quantum meruit under counts two and three of the complaint, respectively. The defendants raised various special defenses. In particular, the defendants claimed that (1) the California judgment was unenforceable for lack of personal jurisdiction, (2) the agreement was unenforceable under the HSSA because the plaintiff failed to advise the defendants of their cancellation rights, and (3) the plaintiff failed to mitigate its damages and breached the covenant of good faith and fair dealing.

On count one of the plaintiff's complaint, seeking enforcement of the California judgment, the trial court found that the California court lacked personal jurisdiction over Joan Frank due to insufficient service of process but that "the substituted service of process on George Frank [was] valid."⁴ "To the extent that George Frank claim[ed] that the California court lacked sufficient minimum contacts over him" to satisfy the due process clause of the federal constitution, the trial court "disagree[d]." The trial court reasoned that "George Frank admit[ted] that he signed a guarantee of the staging agreement with a company that has a principal place of business in California and that [the agreement] provides that [the city of] Los Angeles is the appropriate forum. He disputes only the extent of the guarantee. The California court possessed personal jurisdiction over George Frank, and its judgment is entitled to full faith and credit as to him." Therefore, the trial court rendered judgment "in favor of the plaintiff and against George Frank on the first count of the complaint for common-law enforcement of a foreign judgment."

The trial court proceeded to address counts two and three of the plaintiff's complaint against Joan Frank for breach of contract and quantum meruit, respectively. In connection with count two, the trial court found that "the plaintiff's evidence relevant to the claimed breach [was] credible," that "[t]he furnishings were delivered to, and installed in, the residence in March, 2011," and that "Joan Frank failed to make the July rent payment, and the rent payments and other charges due thereafter." Moreover, the trial court found that, following Joan Frank's default on the rental payments, the plaintiff attempted to remove the inventory from the defendants’ residence, but the defendants wrongfully "denied the movers access to their home unless the plaintiff provided them with a full release of all claims," which the plaintiff "reasonably refused ...." The trial court therefore concluded that Joan Frank had breached the agreement.

The trial court rejected Joan Frank's claim that the agreement was unenforceable under the HSSA because the plaintiff had not provided her with notice of her cancellation rights, concluding that the "plain and unambiguous" language of the statute exempts from the definition of a " ‘home solicitation sale’ " transactions " ‘pertaining to the sale or rental of real property.’ " Accord General Statutes § 42-134a (a) (5) ("[t]he term ‘home solicitation sale’ does not include a transaction ... pertaining to the sale or rental of real property"). The trial court determined that "[a]n agreement concerning the staging of a residential home for sale in the real estate marketplace" pertains to the sale of real property and, therefore, is excluded from the purview of the HSSA. The trial court also rejected Joan Frank's claim that the plaintiff had failed to mitigate its damages, finding that it was Joan Frank who had "wrongfully prevented" the removal of the home furnishings and décor. Furthermore,...