Ratner v. Willametz

• Decision Date: 03 February 1987
• Docket Number: No. 4355,4355
• Citation: 520 A.2d 621,9 Conn.App. 565
• Court: Connecticut Court of Appeals
• Parties: Nathaniel RATNER et al. v. Earl Edward WILLAMETZ et al.

Page 621

520 A.2d 621

9 Conn.App. 565

Nathaniel RATNER et al. v. Earl Edward WILLAMETZ et al.

No. 4355.

Appellate Court of Connecticut.

Argued Oct. 9, 1986.

Decided Feb. 3, 1987.

Thomas A. Weaver, with whom, on the brief, was Dennis C. Lanzoni, Meriden, for appellants (plaintiffs).

M. Daniel Friedlander, for appellees (defendants).

Before DUPONT, C.J., and HULL and HAMMER, JJ.

DUPONT, Chief Judge.

This appeal arises out of an action brought by the plaintiffs ¹ against the defendants ² for alleged fraud in a failed joint venture for the development of a parcel of land. Its difficulty lies in its procedural setting which is the judicial equivalent to Abbott and Costello's problem of "Who's on first."

The factual setting begins in 1968 when the defendant acquired an option to purchase a 17 acre portion of 30.6 acres of land. The sellers refused to sell and the defendant sought specific performance of his option. While that suit was pending, the defendant and the plaintiff executed a written agreement to form the Greater Connecticut Development Corporation, which would take title to the land under option and to adjacent land owned by the plaintiff in order to develop it for moderate income housing. ³ The plaintiff paid $55,000 to a trustee for the corporation for the acquisition of the 17 acres under option. Unknown to the plaintiff, the defendant subsequently arranged to buy the entire 30.6 acres from the sellers. The trustee took title to the entire parcel and, at the defendant's instruction, conveyed the 17 acre portion to the corporation, and the remaining 13.6 acres to the defendant's newly formed corporation, Glen Valley Associates, Inc. The consideration for the purchase of the entire 30.6 acres consisted of the $55,000 contributed by the plaintiff and the withdrawal of the defendant's suit arising out of the sellers' initial failure to convey the land under option. The deed to the 17 acres was recorded immediately after the closing and the deed to the additional 13.6 acres was recorded by the defendant one week later, on January 29, 1971.

When the plaintiff learned, in 1980, that the defendant's corporation, Glen Valley Associates, Inc., had acquired 13.6 acres of the land, the plaintiff instituted this action in three counts. The plaintiff's appeal is from the judgment of the trial court, Satter, J., rendered after a hearing in damages.

The hearing in damages was held after three prior trial courts had entered various defaults against the defendants, and rendered judgments upon those defaults. A default against the defendant, Edward Willametz, was entered by the trial court, N. O'Neill, J., for his failure to answer questions at a deposition. After the defendant failed to attend seven rescheduled depositions, the trial court, Brennan, J., rendered judgment upon the default against the defendant, but did not grant any legal or equitable relief to the plaintiffs. The defendant's motion to open the judgment was subsequently denied by another trial court, Borden, J. A default against the defendants, Audrey, Linda and Jeffrey Willametz and Glen Valley Associates, Inc., was entered on another date by the trial court, N. O'Neill, J., because of their failure to appear for trial. That trial court, upon the plaintiff's subsequent motion for judgment, rendered judgment against these defendants, and granted all of the equitable relief requested in the first and second counts of the complaint, but reserved any award of monetary damages for determination at a future hearing in damages. The equitable relief was granted without any hearing.

To understand the posture of the case when the hearing in damages began, it is necessary to examine the various counts of the plaintiff's complaint and the particular judgments which had already been rendered upon the defaults. This must be done because the plaintiff's primary claim of error on appeal is that the trial court, Satter, J., erred in not giving effect to the judgments already rendered by the other trial courts and erred in examining anew the right of the plaintiff to equitable relief. The plaintiff claims that the trial court effectively overruled the judgments rendered by its coordinate trial courts.

The first count of the plaintiff's complaint alleged that the defendants had fraudulently induced the plaintiff to enter into the agreement. In that count, the plaintiff sought recission of the agreement executed by the plaintiff and the defendant, a declaratory judgment naming the plaintiff as the sole owner of all of the stock of Greater Connecticut Development Corporation, an order directing the transfer of all of the corporate assets to the plaintiff, and monetary damages. This count sought relief against the defendants Edward, Jeffrey and Linda Willametz, but did not involve Glen Valley Associates or Audrey Willametz. In rendering judgment upon the defendants' defaults, however, the trial court, N. O'Neill, J., granted the equitable relief sought against all of the defendants except for Edward Willametz. The issue of whether the agreement between Edward Willametz and the plaintiff should be rescinded obviously only involved those two parties. The relief sought in count one, as against Edward Willametz, was specifically reserved for a hearing in damages by the trial court, Brennan, J., which had rendered the judgment against him upon the default. Any judgment rendered by the trial court, N. O'Neill, J., granting equitable relief on this count as to the other defendants, therefore, was of no consequence. The judgment of that same trial court, declaring the plaintiff the owner of all of the stock of Greater Connecticut Development Corporation and directing the transfer of its assets to the plaintiff also could have no effect because the defendant, Edward Willametz, was the designated owner of five shares of the stock. Any determination of ownership or transfer of stock inextricably involved the defendants against whom judgment had been rendered and Edward Willametz.

The second count of the plaintiff's complaint sought a judgment declaring the Greater Connecticut Development Corporation to be the owner of the 13.6 acres of land which had been conveyed to Glen Valley Associates, Inc., an order requiring Glen Valley Associates, Inc., to convey the land to Greater Connecticut Development Corporation, and monetary damages. This count sought relief against Edward Willametz and Glen Valley Associates, Inc., only and did not involve the other defendants. The allegations of the count include the statements that Edward Willametz and Glen Valley Associates, Inc., conspired to deprive the Greater Connecticut Development Corporation of the full benefit of the purchase of the entire parcel of land. The trial court, N. O'Neill, J., which rendered judgment granting the equitable relief sought, did so as against all of the defendants except for Edward Willametz. Because of the allegations of this count, and the fact that no judgment granting equitable relief against Edward Willametz had yet been rendered, it is difficult to under stand how the hearing in damages could have been conducted on the premise that the equitable relief against Glen Valley Associates, Inc., could be divorced from any equitable relief to be awarded against the defendant Edward Willametz.

The third count of the complaint alleged that the defendants defrauded the plaintiff by taking title to and possessing the secretly purchased property and, while in possession, injured the premises and caused waste. This count involved the plaintiffs Ratner and Greater Connecticut Development Corporation, and the defendants Edward and Audrey Willametz and Glen Valley Associates, Inc., and sought monetary damages only. The parties agree that no trial court rendered judgment in any particular amount against any of the defendants, since both trial courts involved in the rendering of the judgments upon default specifically reserved the monetary damages for resolution at a hearing in damages.

At the hearing in damages, the plaintiff presented evidence in support of the allegations in the complaint, and the defendants, without objection, presented evidence in opposition. The defendants had previously filed a notice of defense pursuant to Practice Book § 367, ⁴ claiming that they intended to contradict the plaintiff's allegations on the basis that they were false. ⁵

The trial court found that the plaintiff had failed to prove that the defendants had fraudulently induced him to enter into the agreement, and the court therefore rendered judgment for all of the defendants on the first count of the complaint. The trial court, therefore, did not rescind the agreement between the plaintiff and the defendant. The count further found that the defendants Edward Willametz and Glen Valley Associates, Inc., concealed from the plaintiff and Greater Connecticut Development Corporation the conveyance of 13.6 acres, and that such concealment was fraudulent. It therefore rendered judgment for the plaintiff Greater Connecticut Development Corporation on the second count of the complaint, and ordered the defendant Glen Valley Associates, Inc., to convey the parcel it had fraudulently obtained to that plaintiff. The court rendered judgment for the plaintiff Greater Connecticut Development Corporation on the third count against the defendants Edward Willametz and Glen Valley Associates, Inc., in the amount of $113,908. ⁶ Finally, the trial court rendered judgment for Audrey, Jeffrey and Linda Willametz on all three counts of the complaint. ⁷

I

The first claim of error on appeal is that the trial court, Satter, J., erroneously rescinded the equitable relief previously granted by a coordinate trial court, N. O'Neill, J. The voluminous record with which the trial court had to deal, as well as the conduct of the parties, had a tendency to obfuscate the complex procedural issues that were before the court at the hearing in...