Presidential Capital Corp. v. Reale, 15003

• Decision Date: 27 December 1994
• Docket Number: No. 15003,15003
• Citation: 231 Conn. 500,652 A.2d 489
• Court: Connecticut Supreme Court
• Parties: PRESIDENTIAL CAPITAL CORPORATION v. Antonio REALE.

Page 489

652 A.2d 489

231 Conn. 500

PRESIDENTIAL CAPITAL CORPORATION v. Antonio REALE.

No. 15003.

Supreme Court of Connecticut.

Argued Sept. 28, 1994.

Decided Dec. 27, 1994.

Richard P. Weinstein, with whom, on the brief, were Jennifer C. Jaff and Peter Rustin, for appellant-appellee (defendant).

Michael D. O'Connell, with whom, on the brief, was Gary R. Brochu, for appellee-appellant (plaintiff).

Before PETERS, C.J., and CALLAHAN, BORDEN, BERDON and NORCOTT, JJ.

BERDON, Associate Justice.

In this action for breach of contract for failure to pay a commission, the defendant appeals and the plaintiff cross appeals from the judgment of the trial court rendered after a jury verdict for the plaintiff. ¹ The jury returned a verdict for the plaintiff in the amount of $375,000. The trial court denied the defendant's motion for judgment notwithstanding the verdict but granted the defendant's motion for a remittitur. On the motion for remittitur, the trial court ordered that the verdict be set aside unless the plaintiff remit $225,000 of the verdict, thereby agreeing to a judgment of $150,000. This appeal and cross appeal raise three issues: (1) whether the plaintiff had standing to bring this action; (2) whether the defendant was contractually obligated to pay a commission to the plaintiff; and (3) if so, whether the trial court was correct in ordering the remittitur. We conclude that the plaintiff had standing and that there was an enforceable contract, but that the court should not have ordered the remittitur.

The following facts are not in dispute. The plaintiff, Presidential Capital Corporation, is a broker-dealer licensed to conduct business in the securities industry. As part of its business, the plaintiff solicits equity investors for various investments, including real estate syndications. Donald Motschwiller is the owner of the plaintiff.

Motschwiller learned of an investment opportunity involving the construction and operation of a hotel, casino and condominiums on an island known as Providenciales in a group of islands in the British West Indies known as Turks and Caicos (project). A cash investment of approximately $7.5 million was necessary to fund the project. Motschwiller first conducted "due diligence"--that is, an investigation of the project to determine whether it was feasible and whether it was the type of an investment in which the plaintiff should become involved. After confirming the project's viability, Motschwiller surveyed the plaintiff's network of broker-dealers to determine whether they were aware of any investors who might be interested in participating in the project.

Anthony Newfield, part of the plaintiff's network of broker-dealers, indicated that the defendant, Antonio Reale, a client investor, was interested in being the single investor. In May, 1988, Motschwiller arranged for a meeting in Miami between the defendant and the developer, Thomas Manuel, to discuss the project. At the meeting, which was attended by Motschwiller, the defendant, the defendant's accountant, Manuel and other interested persons, the parties agreed that, subject to certain conditions, the defendant would be the single investor for the project. On June 10, 1988, the defendant became committed to invest $7.5 million as the single investor.

The plaintiff brought this action against the defendant, alleging that the defendant had promised to pay the plaintiff's agent, Motschwiller, a cash fee for introducing him to the project. The plaintiff sought as compensatory damages the "reasonable value" of its services, which the plaintiff alleged to be $375,000. The jury returned a verdict in favor of the plaintiff and awarded $375,000 in damages. The defendant then filed motions for judgment notwithstanding the verdict ² and for a remittitur. The trial court denied the motion for judgment notwithstanding the verdict, but granted the motion for a remittitur in the amount of $225,000. The defendant appealed and the plaintiff cross appealed.

I

First, the defendant claims that the plaintiff lacked standing to bring this lawsuit. Although this claim was not raised below, we address it on appeal because the claim implicates this court's subject matter jurisdiction. ³ Orsi v. Senatore, 230 Conn. 459, 470, 645 A.2d 986 (1994); Middletown v. Hartford Electric Light Co., 192 Conn. 591, 595, 473 A.2d 787 (1984).

"It is a basic principle of law that a plaintiff must have standing for the court to have jurisdiction. Standing is the legal right to set judicial machinery in motion. One cannot rightfully invoke the jurisdiction of the court unless he has, in an individual or representative capacity, some real interest in the cause of action, or a legal or equitable right, title or interest in the subject matter of the controversy." (Internal quotation marks omitted.) Unisys Corp. v. Dept. of Labor, 220 Conn. 689, 693, 600 A.2d 1019 (1991). The defendant bases his argument upon his claim that if there was any agreement to pay a commission, that agreement was between him and Newfield, not between him and the plaintiff. Therefore, according to the defendant, the plaintiff had no legal interest to be protected. ⁴

The defendant's claim is wholly without merit. The plaintiff's complaint alleged that the agreement was between the defendant and the plaintiff. ⁵ The jury returned a verdict for the plaintiff which, as we point out below, was supported by sufficient evidence. ⁶ Clearly, the plaintiff had an interest in the controversy sufficient not only to maintain legal standing, but to win its lawsuit.

Moreover, even if we were to conclude that the jury's verdict was not supported by sufficient evidence, that would not necessarily mean that the plaintiff lacked standing to bring its action in the first instance. "Standing is not shown never to have existed when a plaintiff loses his suit. Standing requires no more than a colorable claim of injury; a plaintiff ordinarily establishes his standing by allegations of injury. Similarly, standing exists to attempt to vindicate 'arguably' protected interests. Ducharme v. Putnam, 161 Conn. 135, 139, 285 A.2d 318 (1971); see also Assn. of Data Processing Service Organizations v. Camp, 397 U.S. 150, 90 S.Ct. 827, 25 L.Ed.2d 184 (1970)." (Emphasis in original.) Maloney v. Pac, 183 Conn. 313, 321 n. 6, 439 A.2d 349 (1981).

II

The defendant next claims that the trial court erred in denying his motion for judgment notwithstanding the verdict. He advances two grounds in support of his claim. First, he argues that there was insufficient evidence for a reasonable jury to conclude that the defendant had made an enforceable promise to pay the plaintiff. More specifically, he argues that any promises upon which the plaintiff relied to establish an oral agreement were too vague. Second, the defendant argues that, as a matter of law, there could be no enforceable contract in this case because neither party agreed upon the amount that the defendant was obligated to pay the plaintiff for its services. We disagree with both contentions.

We begin our analysis by noting our limited scope of review. "[O]ur review of a trial court's refusal to direct a verdict or to render a judgment notwithstanding the verdict takes place within carefully defined parameters. We must consider the evidence, including reasonable inferences which may be drawn therefrom, in the light most favorable to the parties who were successful at trial ... giving particular weight to the concurrence of the judgments of the judge and the jury, who saw the witnesses and heard the testimony.... The verdict will be set aside and judgment directed only if we find that the jury could not reasonably and legally have reached their conclusion.... John T. Brady & Co. v. Stamford, 220 Conn. 432, 440-41, 599 A.2d 370 (1991); Iseli Co. v. Connecticut Light & Power Co., 211 Conn. 133, 140, 558 A.2d 966 (1989)." (Citations omitted; internal quotation marks omitted.) Fleming v. Garnett, 231 Conn. 77, 83, 646 A.2d 1308 (1994).

Because the defendant claims that the jury could not reasonably or legally have found an enforceable contract, we must first consider the necessary elements of such an agreement. To be enforceable, an agreement "must be definite and certain as to its terms and requirements." (Internal quotation marks omitted.) Dunham v. Dunham, 204 Conn. 303, 313, 528 A.2d 1123 (1987). "Whether and on what terms a contractual commitment has been undertaken are ultimately questions of fact" for the trier of facts. Rahmati v. Mehri, 188 Conn. 583, 587, 452 A.2d 638 (1982). "A manifestation of mutual assent may be made even though neither offer nor acceptance can be identified and even though the moment of formation cannot be determined." 1 Restatement (Second), Contracts § 22(2) (1981); Rahmati v. Mehri, supra at 587 and n. 4, 452 A.2d 638.

There was substantial testimony regarding what had occurred at the Miami meeting. Both Motschwiller and Newfield testified that they had reminded everyone in attendance, including the defendant, that the plaintiff would be owed a fee if the defendant and the developer reached an agreement. They also testified that the defendant initially had balked at paying a commission. Motschwiller testified, however, that after the defendant had spoken with the developer, the defendant said he "would be responsible for paying the commission." Newfield further testified that "Mr. Reale had said, 'I'll take care of the commissions' because it didn't seem like anybody else would agree to do that."

The jury was entitled to credit the testimony of Motschwiller and Newfield. Fleming v. Garnett, supra, 231 Conn. at 84, 646 A.2d 1308; Berry v. Loiseau, 223 Conn. 786, 821, 614 A.2d 414 (1992). Accordingly, we conclude that the evidence was sufficient to permit a jury reasonably to find that the defendant had promised to pay the plaintiff a commission if the defendant became committed to the project as an investor....