Munn v. Scalera

• Decision Date: 15 July 1980
• Citation: 181 Conn. 527,436 A.2d 18
• Parties: Sylvester W. MUNN et al. v. Peter SCALERA et al.
• Court: Connecticut Supreme Court

Page 18

436 A.2d 18

181 Conn. 527

Sylvester W. MUNN et al. v. Peter SCALERA et al.

Supreme Court of Connecticut.

Argued June 12, 1980.

Decided July 15, 1980.

Edward W. Manasse, Torrington, with whom, on the brief, was Paul F. Brown, Litchfield, for appellants (plaintiffs).

Jeffrey B. Sienkiewicz, Danbury, for appellee (named defendant).

Before COTTER, C. J., and BOGDANSKI, PETERS, HEALEY, and PARSKEY, JJ.

PETERS, Associate Justice.

This case arises out of the dissolution of a partnership and the subsequent assumption of a partnership obligation by one of the former partners. The action was initiated by the plaintiffs, Sylvester W. Munn and Kathleen Munn, to recover damages for breach of a construction contract. The suit named as defendants Peter Scalera and Robert A. Scalera, d/b/a Constructors I. The defendant Peter Scalera filed special defenses alleging that he was discharged from his obligation under the construction contract because the plaintiffs, after having been notified of the dissolution of his partnership with his brother Robert, agreed that Robert alone would complete performance under the contract. Following a trial, the court, Martin, J., found the issues for the plaintiffs as against the defendant Robert A. Scalera, but not as against the defendant Peter Scalera. Upon the rendering of a judgment in favor of Peter Scalera, the plaintiffs have appealed.

The parties disagree about the inferences to be drawn from their contractual relationships but not about the underlying facts themselves. The memorandum of decision, read together with the facts that are undisputed by the parties, discloses the following: The defendants Peter Scalera and Robert Scalera were doing business as a partnership known as Constructors I when they agreed, in 1972, to build a house for the plaintiffs. The project fell into default almost immediately. During the first half of 1973, having run into financial and other difficulties, the partners discussed dissolution of their partnership and phasing out of partnership business. Peter Scalera and Robert Scalera individually met with the plaintiffs to inform them that the brothers were no longer doing business as partners. Each of them offered to complete the construction contract individually, and the plaintiffs elected to have Robert do so.

Robert Scalera resumed construction of the plaintiffs' house in the late summer of 1973. A year later, the work was substantially completed, but there were sizeable outstanding payments owed to a materialman, the Washington Supply Company. Eventually those obligations had to be met by the plaintiffs, and they incurred some other expenses as well in having the construction totally completed. These elements of damages to the plaintiffs led to the court's rendering of a judgment against Robert Scalera in the amount of $10,127. That judgment has not been appealed.

The trial court found that the defendant Peter Scalera was relieved of liability for the plaintiffs' construction project for two reasons, one arising out of the Uniform Partnership Act, especially General Statutes § 34-74(3), the other arising out of the contract law of accord and satisfaction. Since we agree with the trial court that § 34-74(3) is both applicable and dispositive, we need not and do not reach the trial court's alternate ground for decision.

Dissolution of partnerships is governed by a number of provisions in the Uniform Partnership Act, General Statutes §§ 34-39 et seq. Section 34-74, entitled Discharge From Partnership Liability, provides in subsection (1) that "dissolution of a partnership does not of itself discharge the existing liability of any partner." However, subsection (3) goes on to state: "Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of such obligations." We have not previously had the opportunity to interpret this section. Other courts, in their analysis of this language in the Uniform Partnership Act, have described the relationship of the assuming partner to the withdrawing partner as the relationship of principal to surety, and have bound creditors to knowledge of the legal consequences of such a relationship if they knew of the assumption agreement. See, e. g., Stikeman v. Whitman, Requardt & Smith, 272 App.Div. 627, 628, 75 N.Y.S.2d 73, appeal dismissed, 273 App.Div. 827, 76 N.Y.S.2d 537 (1947); B-OK, Inc. v. Storey, 79 Wash.2d 387, 389, 485 P.2d 987 (1971); Crane & Bromberg, Partnership, pp. 451-53 (1968).

The defendant raises three issues with regard to the applicability of § 34-74(3). Did the trial court err in concluding that: (1) the partnership between Peter Scalera and Robert Scalera had been dissolved? (2) Robert Scalera had assumed the partnership obligation to complete the plaintiffs' construction project? and (3) there had been a material alteration in the nature or payment of the obligation owed to the plaintiffs?

The first two of these issues are easily resolved for they are essentially questions of fact on which the conclusions of the trial court, unless clearly erroneous; Practice Book, 1978, § 3060D; are not to be disturbed. See Pandolphe's Auto Parts, Inc. v. Manchester, 181 Conn. 217, 221-22, 435 A.2d 24 (1980). Whether the parties to a partnership dissolve their partnership, whether one of them assumes one or all of the partnership obligations, are matters of the intent of the parties. The evidence in the record amply supports the trial court's conclusions in its memorandum of decision that the two brothers had determined to go separate ways, and that thereafter Robert Scalera alone intended to undertake the responsibility to complete the...