Padawer v. Yur
| Decision Date | 21 May 2013 |
| Docket Number | No. 34498.,34498. |
| Citation | 142 Conn.App. 812,66 A.3d 931 |
| Parties | Lucien B. PADAWER v. Ronen YUR et al. |
| Court | Connecticut Court of Appeals |
OPINION TEXT STARTS HERE
Kent M. Miller, for the appellants-cross appellees (defendants).
Lucien B. Padawer, pro se, the appellee-cross appellant (plaintiff).
GRUENDEL, LAVINE and ALVORD, Js.
This case arises from a dispute involving the sale of a retail store. Following a bench trial, the trial court rendered judgment in favor of the self-represented plaintiff, Lucien B. Padawer. Although the plaintiff and the defendants advance a panoply of claims on appeal, one is dispositive, and thus, is the only one we will discuss. The defendants, Ronen Yur and Yurway Design, LLC (Yurway), claim that the court erred in denying their motion to dismiss for failure to make out a prima facie case. Specifically, the defendants argue that the court improperly found that the plaintiff had standing, in his individual capacity, to pursue an action seeking redress for alleged harm to his limited liability company. We reverse the judgment of the trial court and remand the case to the trial court with direction to dismiss the action.
The following facts are relevant to the resolution of the defendants' claim. In 2007, the plaintiff acquired sole membership of Clare Jones, LLC, a retail business selling women's clothing and accessories. In late 2008, the plaintiff, hoping to sell the store so that he would no longer be apart from his family in Colorado, began negotiations with Yur regarding a potential sale. Over several months, the plaintiff and Yur exchanged multiple proposals of the terms of such a sale, but never signed a contract of sale. Nonetheless, on March 1, 2009, Yurway, with Yur serving as a guarantor, assumed the store's lease. Since assuming the lease, Yur has run the store, despite the parties' never having executed a contract of sale.
On March 18, 2011, the plaintiff filed his second revised complaint, alleging that the defendants had breached an oral agreement to purchase the store for a 50 percent share of the store's monthly profits, up to the amount of $50,000, and that the defendants had been unjustly enriched to his detriment. The defendants, in their answer, denied these allegations. 1 The matter proceeded to a bench trial beginning on February 17, 2012.
Over the course of the four day trial, the plaintiff introduced as exhibits various documents and proposed drafts of sales contracts, all of which indicated that he was acting as an agent of Clare Jones, LLC, not as an individual. The first paragraph of the draft “business and asset purchase agreement” states that the agreement “is entered into ... by and between acting herein by Clare Jones, LLC acting herein by Lucien B. Padawer, its member....” The signature page of this draft also names “Clare Jones, LLC” as the “seller” and “Lucien B. Padawer” as “its [m]ember.” Furthermore, the agreement assigning the store's lease to Yurway similarly indicates that Clare Jones, LLC, was the leaseholder and the entity assigning the lease to the defendants, not the plaintiff individually. Also accepted into evidence was an “annual trial balance” sheet for “Clare Jones LLC,” which lists the value of the business' assets, including “[g]oodwill,” “[f]urniture & [f]ixtures” and “[i]nventory.” Consistent with these documents, the plaintiff testified at trial that he purchased the limited liability company, Clare Jones, LLC, in two parts over the course of 2007, and that prior to that time, he had no involvement in the business whatsoever. There was no evidence or testimony at trial that the plaintiff individually owned the store or that any of the assets located in the boutique belonged to the plaintiff individually.
After the plaintiff rested his case, the defendants moved to dismiss for failure to make a prima facie case because they argued that the plaintiff had not offered any evidence that he was the proper party to bring the action, as it was his limited liability company that had suffered the alleged harm rather than the plaintiff individually.2 The court summarily denied the motion in an oral decision from the bench.
Ultimately, the court found “the issues for the plaintiff” and rendered judgment in his favor in the amount of $44,000, which appeared to represent the $50,000 value of the business assets minus a $6000 credit for “partial payment of inventory sold” while the store was under Yur's control. The court, in its memorandum of decision, explained that it credited a draft purchase agreement dated February 6, 2009, as evidence that the parties had reached an agreement on a sale price for the store of $50,000. As explained by the court, the $50,000 represented the value of the “business assets,” but did not include any rights to the limited liability company itself. The defendants now appeal from this judgment of the court.
On appeal, the defendants claim that the court erred in denying their motion to dismiss for failure to make out a prima facie case because the plaintiff was not the party allegedly aggrieved by the defendants' actions, but rather it was the limited liability company owned by the plaintiff that suffered the harm of which the plaintiff complained. Accordingly, the defendants argue, the plaintiff lacked standing sufficient to invoke the subject matter jurisdiction of the court. The plaintiff argues that he, not the limited liability company, owned the store, and that, regardless,“there [is] no material distinction whatsoever between [his] owning the store [and his limited liability company] owning the store.” We agree with the defendants.
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