Cohen v. ROLL-A-COVER, LLC
131 Conn. App. 443
| Conn. App. Ct. | 2011Background
- Roll-A-Cover, LLC and Morris marketed pool enclosures and sought NJ distributorships.
- Cohen investigated in 2003–2004; meetings at Bethany facility and negotiations for exclusive New Jersey rights.
- Plaintiffs alleged extensive misrepresentations (fees, business model, governance of IP) to induce the distributorship.
- Defendants allegedly fraudulently induced formation of Roll-A-Cover of New Jersey, LLC and the distributorship agreement for $75,000.
- Distributorship terminated in fall 2004; 2005 amended complaint asserted fraud, misrepresentation, business opportunity act, and CUTPA claims.
- Trial court conducted a nine-day trial in 2009–2010, ruled for plaintiffs on all counts and awarded damages including attorney’s fees and punitive damages.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Fraud and misrepresentation proven | Cohen alleged knowingly false reps induced reliance | Defendants deny extensive misrepresentations | Yes: clear, precise evidence of fraud and misrepresentation |
| Business Opportunity Act violations | Defendants failed to register, disclose, or provide required data | Paragraph 49.0 excludes a business opportunity | Yes: multiple statutory violations established |
| CUTPA applicability and individual liability | Unfair trade practices caused ascertainable losses in CT | No CT ascertainable loss; Morris immune as officer | Yes: CUTPA applicable; Morris personally liable |
| Damages award and mootness | Damages under 36b-74 and other grounds support judgment | Compensatory damages improper due to unjust enrichment | Moot as alternative grounds support judgment; affirmed nonetheless |
Key Cases Cited
- Harold Cohn & Co. v. Harco International, LLC, 72 Conn.App. 43 (2002) (clearly erroneous standard for fraud findings; credibility of witnesses)
- 73-75 Main Avenue, LLC v. PP Door Enterprise, Inc., 120 Conn.App. 150 (2010) (appellate deference to trial court credibility determinations)
- Electric Cable Compounds, Inc. v. Seymour, 95 Conn.App. 523 (2006) (contract interpretation and ambiguity standards)
- Morton Buildings, Inc. v. Bannon, 222 Conn. 49 (1992) (clearly erroneous review; law governing conclusions)
- Ventres v. Goodspeed Airport, LLC, 275 Conn. 105 (2005) (personal liability of corporate officer for torts)
- Sturm v. Harb Development, LLC, 298 Conn. 124 (2010) (officer may be personally liable for torts; piercing not required)
- Fink v. Golenbock, 238 Conn. 183 (1996) (context for personal liability of officers in torts)