Fountain Pointe, LLC v. Calpitano
144 Conn. App. 624
Conn. App. Ct.2013Background
- Fountain Pointe, LLC (Plaintiff) formed to develop commercial units; members Richard Rotundo and Rick Calpitano (later allegedly transferred interest to his sister Liliana).
- Plaintiff contracted to sell Unit A to Rotundo Developers for $1.8M; that sale stalled when two mortgages (each $600,000) allegedly from 2007 were recorded in Feb 2010 in favor of the Calpitano Family Living Trust.
- Rotundo testified he had no knowledge of the notes/mortgages; recording prevented Rotundo Developers from obtaining financing and completing the sale.
- Plaintiff sued (quiet title, discharge of mortgages, slander of title, CUTPA). Trial court found the mortgages lacked consideration, declared them invalid, and awarded damages for statutory slander of title; CUTPA claim was dismissed.
- Defendants appealed, challenging findings on consideration, notes’ invalidation, procedural rulings about amendment and standing, nonjoinder, and slander-of-title liability.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the mortgages were supported by consideration | No valid consideration from the Trust; checks offered were capital contributions or internal transfers, not loan advances | Trust/Calpitano argue payments and corporate transfers funded the notes and mortgages | Trial court’s factual finding that mortgages lacked consideration sustained (not clearly erroneous) |
| Whether court could (or did) invalidate related promissory notes though complaint sought only mortgage relief | Plaintiff argued invalid mortgages necessarily implicated the notes securing them | Defendants argued court exceeded pleadings by declaring notes invalid | Court did not render independent judgment on notes; it could analyze notes as part of deciding mortgage validity and did not err |
| Procedural: amendment, standing, and nonjoinder (Rotundo Developers) | Plaintiff moved to amend at trial to conform to proof (claimed interest, not absolute possession); had standing via ownership of Unit D and contractual/escrow interest in Unit A; Rotundo Developers’ interests aligned with plaintiff | Defendants argued amendment was improper (and never filed), plaintiff lacked prima facie standing, and failure to join Rotundo Developers was jurisdictional error | Court properly allowed oral amendment to conform to proof; plaintiff had standing; Rotundo Developers was not an adverse/indispensable party and nonjoinder did not void the judgment |
| Slander of title (statutory §47-33j): demand, malice/reckless disregard, and damages | Plaintiff: recording was reckless/for purpose of slandering title (email shows intent), caused pecuniary loss (blocked sale; attorney fees and foreclosure defense costs recoverable under §47-33j) | Defendants: plaintiff failed to demand release (purportedly required), acted without malice or reckless disregard, and plaintiff failed to prove diminished value or damages attributable to recording | Court correctly held statutory slander of title proven: demand not required under §47-33j; evidence supported reckless disregard; plaintiff proved pecuniary harm and recoverable damages (attorney fees and costs); judgment affirmed |
Key Cases Cited
- Bellemare v. Wachovia Mortgage Corp., 284 Conn. 193 (2007) (discussed demand/release but court treats that discussion as dicta and not a rule adding an element to §47-33j)
- Gambardella v. Apple Health Care, Inc., 291 Conn. 620 (2009) (defamation/malice standards: knowledge or reckless disregard required; self-serving denials not dispositive)
- Holbrook v. Casazza, 204 Conn. 336 (1987) (bad faith can support inference of knowledge or reckless disregard)
- Lake Garda Improvement Assn. v. Battistoni, 155 Conn. 287 (1967) (quiet title and necessary party discussion; distinguishable where quitclaim deed holder’s interest is aligned)
- Stafford Higgins Indus., Inc. v. Norwalk, 245 Conn. 551 (1998) (trial court may decide on claims actually litigated and allow post-trial amendments to conform to proof)