Bongiorno v. Capone, 185 Conn. App. 176

Frank Bongiorno and Joseph Capone each owned 50% of AAA Advantage Carting & Demolition Service, LLC. They signed a binding term sheet (Aug 28, 2012) agreeing Capone would sell his 50% interest to Bongiorno for $200,000; a formal settlement closing occurred Sept 7, 2012.
The term sheet/sale contemplated that company assets as of the effective date would be reflected in the valuation; the documents reserved certain rights for Capone to remove listed personal items but did not reference the company checking account.
On Aug 29, 2012 (after the term sheet but before the closing), Capone withdrew $17,000 from the company checking account. Bongiorno later paid $200,000 and Capone conveyed his membership interest.
Bongiorno sued Capone individually for breach of contract and statutory theft (among other claims later withdrawn). The referee found for Bongiorno and awarded $17,000 compensatory damages plus trebled statutory-theft damages; the trial court adopted the referee’s report.
On appeal, this court held Bongiorno had individual standing to recover for diminution in value of the 50% interest he purchased but lacked standing to pursue statutory theft for harm to the LLC; damages for breach were reduced to $8,500 (one-half of $17,000) and the statutory-theft claim was dismissed for lack of subject-matter jurisdiction.

Issue	Bongiorno's Argument	Capone's Argument	Held
Standing for breach of contract	Bongiorno argued he suffered a personal loss because Capone’s withdrawal reduced the value of the 50% interest he contracted to buy	Capone argued any loss from the withdrawal injured the LLC, not Bongiorno personally, so Bongiorno lacked standing	Court: Bongiorno has individual standing to recover diminution in value of the 50% interest he purchased; damages limited to his share ($8,500)
Standing for statutory theft (§ 52-564)	Bongiorno treated the $17,000 as taken from assets effectively transferred to him and sued individually	Capone argued the money belonged to the LLC; statutory theft is for an owner with superior possession rights, so only the LLC could sue	Court: Bongiorno lacked standing; statutory-theft claim dismissed for lack of subject-matter jurisdiction
Measure/timing of damages and prejudgment interest	Bongiorno sought full $17,000 plus statutory prejudgment interest from withdrawal date	Capone disputed plaintiff’s entitlement and the timing	Court: Damages reduced to $8,500 (half of $17,000); prejudgment interest to run from the contract breach date (Sept 7, 2012) to judgment at 10% per annum
Waiver/release in settlement agreement (preservation)	N/A at trial; Capone later argued the settlement releases barred claims	Capone contended broad releases waived claims arising before Sept 7, 2012	Court: Issue unpreserved (not raised below); appellate court declined to review

Ma’Ayergi & Associates, LLC v. Pro Search, Inc., 115 Conn. App. 662 (Conn. App. 2009) (standing requires a colorable, direct injury and cannot be used to recover harms derivative of an entity)
Padawer v. Yur, 142 Conn. App. 812 (Conn. App. 2013) (LLC members cannot recover individually for injuries to the LLC)
O’Reilly v. Valletta, 139 Conn. App. 208 (Conn. App. 2012) (subject-matter jurisdiction and standing tested by whether plaintiff has direct personal interest)
Wasko v. Farley, 108 Conn. App. 156 (Conn. App. 2008) (damages to an LLC cannot be recovered by a member in an individual action when the LLC is the injured party)
CCT Communications, Inc. v. Zone Telecom, Inc., 327 Conn. 114 (Conn. 2017) (elements of breach of contract: agreement, performance, breach, and damages)
Channing Real Estate, LLC v. Gates, 326 Conn. 123 (Conn. 2017) (explaining aggrievement and the twofold test for standing)