Aldin Associates Ltd. Partnership v. Hess Corp.
170 A.3d 682
| Conn. App. Ct. | 2017Background
- Aldin operated four gasoline stations under written dealer agreements with Hess requiring exclusive purchases and containing an express jury-trial waiver in a "Venue" clause.
- Aldin sued Hess (Dec. 2010) under the Connecticut Petroleum Product Franchise Act (CPPF Act), the covenant of good faith and fair dealing, and CUTPA, alleging Hess raised wholesale (dealer tankwagon) prices circa 2005, reducing Aldin’s sales and profits.
- Aldin requested a jury; Hess objected citing the written waiver. After an evidentiary hearing the trial court sustained Hess’s objection and ordered a bench trial.
- At bench trial Aldin relied on a trial-exhibit "summary of operations" (annual gallons, profit, income) and a damage analysis claiming ~$2.78M lost income (2005–2011) based on diminished annual income vs. a 2003–2004 baseline.
- The trial court found Aldin had not proved damages with reasonable certainty and entered judgment for Hess, though it also calculated a $452,777.34 ‘‘shortfall’’ based on the summary of operations; Aldin appealed.
- The Appellate Court affirmed enforcement of the jury-waiver but reversed on damages and CUTPA issues, holding the trial court clearly erred in finding Aldin failed to prove damages/ascertainable loss.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability of pre‑litigation contractual jury‑trial waivers | Aldin said waiver was not knowingly or voluntarily executed (inconspicuous, no counsel, unequal bargaining power) | Hess asserted waivers are presumptively enforceable commercial waivers; Aldin failed to rebut L & R Realty factors | Waiver enforceable. Court’s factual findings (conspicuousness, similar bargaining power, choice not to use counsel) not clearly erroneous; waiver upheld. |
| Whether CPPF Act §42‑133l(j)/§42‑133n voided jury waiver | Aldin argued statute forbids waiving franchisee rights to sue under the Act, so waiver invalid | Hess argued statute preserves right to bring suit but does not guarantee jury trial; waiver does not prevent bringing action | Waiver not void under those statutory provisions; statute secures the right to sue but is silent as to jury trial. |
| Timeliness of Hess’s objection to jury demand / prejudice from late ruling | Aldin claimed untimely objection and last‑minute ruling prejudiced jury preparation | Hess argued no rule limits timing of such an objection and Aldin delayed seeking a hearing | No abuse of discretion. No established timing rule; Aldin had chance to seek earlier hearing and did not. |
| Sufficiency/ascertainability of damages (CPPF Act, breach of implied covenant, CUTPA) | Aldin said summary of operations was undisputed and established lost profits and loss of customers with reasonable certainty (and sought punitive fees under CUTPA) | Hess argued damages speculative, causation not shown, and plaintiff failed to prove what Hess should have charged | Reversed for damages/CUTPA. Trial court clearly erred: it had computed a $452,777.34 shortfall from Aldin’s undisputed summary and improperly conflated causation with damages; loss of customers can be an ascertainable loss under CUTPA and plaintiff may seek punitive damages and fees. |
Key Cases Cited
- L & R Realty v. Connecticut Nat’l Bank, 246 Conn. 1 (1998) (framework for evaluating enforceability of pre‑litigation contractual jury waivers)
- Perricone v. Perricone, 292 Conn. 187 (2009) (standard of review: factual waiver determinations are reviewed for clear error)
- Weiss v. Smulders, 313 Conn. 227 (2014) (damages must be proved with reasonable certainty; mathematical exactitude not required)
- Beverly Hills Concepts, Inc. v. Schatz & Schatz, Ribicoff & Kotkin, 247 Conn. 48 (1998) (under CUTPA, no need to prove monetary amount of ascertainable loss; loss has broad meaning)