167 Conn. App. 36
Conn. App. Ct.2016Background
- Computer Reporting Service, LLC (plaintiff) provided court‑reporting services for three depositions noticed by Lovejoy & Associates, LLC (the law firm); plaintiff billed $3,460.37 and the bills went unpaid.
- Lovejoy (sole member of the LLC) signed deposition notices and, according to plaintiff, faxed the notices to plaintiff requesting services; defendants contested that fact and later disputed liability.
- Plaintiff sued defendants in small claims; defendants moved to transfer to the regular docket (to preserve appellate rights and to assert counterclaims) and defendant Ensign Yachts (client) was impleaded and defaulted on an unjust enrichment claim.
- The trial court found a contract between plaintiff and defendants, entered judgment for $3,460.37, rejected defendants’ counterclaims, and later awarded attorney’s fees and prejudgment interest; defendants appealed.
- Appellate court affirmed most rulings but held the trial court erred in imposing personal liability on Lovejoy (individual) because evidence showed the firm — not Lovejoy personally — contracted with plaintiff.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of enforceable contract | Faxed deposition notices constituted an offer; plaintiff’s performance (sending reporters) constituted acceptance | No meeting of the minds; no written contract | Court's finding of a contract affirmed — mutual assent reasonably inferred from parties' conduct |
| Whether deposition notices were faxed to plaintiff | Plaintiff testified notices were faxed by Lovejoy and that is how services were scheduled | Exhibits showed fax metadata inconsistent; Lovejoy contradicted earlier admissions | Trial court’s factual finding that defendants faxed notices upheld (credibility issue) |
| Agency / disclosed principal (who is liable) | Plaintiff: defendants contracted and are liable despite defendant's intent that client pay; no timely disclaimer to plaintiff | Defendants: they were disclosed agents for Ensign Yachts, so client — not them — is liable | Court’s implicit factual finding that agent did not sufficiently disclose principal affirmed; defendants liable (Ensign defaulted separately) |
| Personal liability of Lovejoy | Plaintiff treated law firm and Lovejoy interchangeably; Lovejoy signed notices | Lovejoy acted solely as member/agent of the LLC; no veil‑piercing evidence | Reversed as to Lovejoy personally: insufficient evidence to impose individual liability; judgment against LLC stands |
| Award of attorney’s fees under § 52‑251a | Plaintiff prevailed after defendant‑initiated transfer from small claims; fees reasonable and supported | Defendants: transfer wasn’t voluntary; fees included work vs Ensign; hourly rate unreasonable | Fee award affirmed: transfer qualifies, defendants had choice, and court did not abuse discretion |
Key Cases Cited
- Sullivan v. Thorndike, 104 Conn. App. 297 (Conn. App. 2007) (elements of breach of contract)
- Herbert S. Newman & Partners, P.C. v. CFC Constr. Ltd. P’ship, 236 Conn. 750 (Conn. 1996) (meeting of the minds requirement)
- Joseph General Contracting, Inc. v. Couto, 317 Conn. 565 (Conn. 2015) (limits on imposing personal liability on owners/officers; review scope)
- Krondes v. O’Boy, 37 Conn. App. 430 (Conn. App. 1995) (offer and acceptance; mutual assent)
- Klepp Wood Flooring Corp. v. Butterfield, 176 Conn. 528 (Conn. 1979) (agent’s duty to disclose principal to avoid personal liability)
- LaMontagne v. Musano, Inc., 61 Conn. App. 60 (Conn. App. 2000) (trial court discretion in awarding attorney’s fees)
- Angelo Tomasso, Inc. v. Armor Constr. & Paving, Inc., 187 Conn. 544 (Conn. 1982) (piercing the corporate veil is an extraordinary remedy)