183 Conn. App. 23
Conn. App. Ct.2018Background
- Emeritus Senior Living (later Brookdale Woodbridge) provided assisted living services to Louise Rolla under a written residency agreement signed December 21, 2014.
- Denise Lepore signed the agreement as Rolla’s representative with power of attorney; the agreement stated that the resident and any representative signing would be jointly and severally liable for fees, including collection costs and attorneys’ fees.
- Lepore paid initially but stopped after March 11, 2016; Emeritus served a notice to quit and obtained a possession judgment in summary eviction proceedings, but did not evict Rolla because she suffered severe dementia and Lepore did not relocate her.
- Emeritus sued to recover unpaid charges of about $47,310; Emeritus moved for summary judgment on liability, Lepore did not file opposing papers.
- The trial court denied Emeritus’s motion and, sua sponte, rendered judgment for Lepore, finding the representative-liability clause unconscionable and against public policy.
- The appellate court reversed, holding the agreement was neither procedurally nor substantively unconscionable and did not violate public policy; the trial court also exceeded its authority by deciding grounds not raised by the parties.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the residency agreement is unenforceable as unconscionable | Agreement is valid; clause imposes customary guarantor-style liability and is not oppressive | Clause is unconscionable because representative lacked meaningful choice and was not clearly informed of personal liability | Reversed: no procedural or substantive unconscionability on the limited record; clause is clear and akin to a common guaranty |
| Whether the agreement violates public policy | No public policy prohibits a voluntary guaranty for assisted living charges; freedom to contract favors enforcement | Agreement violates Connecticut public policy and should not hold a representative personally liable | Reversed: appellant did not identify a public policy violation; court will not void a voluntary guaranty absent clear policy basis |
| Whether the trial court could grant judgment sua sponte on grounds not raised | Trial court lacked authority to decide dispositive issues not raised by parties without motion/supporting proof | Trial court exercised discretion to prevent unfair result | Reversed (observational): court acted in excess of authority by rendering judgment on unraised legal grounds |
| Whether the representative’s claimed ignorance of liability makes agreement procedurally unconscionable | Representative had duty to read and understand contract; no evidence plaintiff prevented review | Representative argued she did not know signing created personal liability | Held: ignorance alone, without evidence of coercion or lack of meaningful choice, does not establish procedural unconscionability |
Key Cases Cited
- Cheshire Mortgage Service, Inc. v. Montes, 223 Conn. 80 (recognizing unconscionability as a question of law and explaining procedural/substantive elements)
- Smith v. Mitsubishi Motors Credit of America, Inc., 247 Conn. 342 (party signing contract has obligation to read and understand terms)
- Hottle v. BDO Seidman, LLP, 268 Conn. 694 (unconscionability generally requires both procedural and substantive elements)
- Sturman v. Socha, 191 Conn. 1 (signatory in representative role can be unambiguously held personally liable under care agreement)
- Geysen v. Securitas Security Services USA, Inc., 322 Conn. 385 (strong Connecticut policy favoring freedom of contract; public-policy exception to enforcement is narrow)
- Meadowbrook Center, Inc. v. Buchman, 149 Conn. App. 177 (voluntary third-party guaranties to nursing homes are not per se prohibited)