232 Conn.App. 829
Conn. App. Ct.2025Background
- Andreas S. Hadji (plaintiff) sued Patrick T. Snow, a real estate developer, and six LLCs managed or owned by Snow, for breach of an employment compensation agreement.
- Hadji had worked for Snow and his companies from 2014, often performing various real estate and property management duties, but his compensation was minimal and sporadic.
- In 2018, after Hadji’s family relocated, the parties signed a contract outlining both short-term and long-term compensation, including ongoing payments totaling at least $457,000, plus interest for any late or missed payments.
- The LLC Finishers Court’s operating agreement required both members’ consent to certain contracts, but Hadji claimed Snow had apparent authority as managing member.
- Defendants raised multiple defenses and a counterclaim including lack of consideration, lack of authority, unconscionable interest, existence of side agreements, and calculation of damages.
- The trial court found for Hadji on breach of contract, denied the defenses and counterclaim, and awarded substantial damages including high compounded interest, but made an error in damages arithmetics, which the appellate court partially reversed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Apparent Authority | Snow, as managing member, had authority to bind Finishers Court. | Snow lacked authority; Radler's consent was required and not obtained. | Snow had apparent authority — company held him out as so empowered. |
| Consideration | Continued work and relinquishing equity constituted valid consideration. | Hadji had not provided services directly to the companies; no new consideration. | Continued post-agreement work and equity relinquishment were sufficient consideration. |
| Unconscionability of Interest | Enforceable contract term, not a loan, parties agreed to rate. | 1.5% monthly compounded interest is unconscionable and usurious. | Claim inadequately briefed and not reviewed; agreement is not a loan. |
| Integration/Side Agreement | Written, signed August 30 agreement is complete and controls. | Earlier emails formed a side agreement; terms were not fully integrated. | Claim inadequately briefed; court finds written agreement complete. |
| Damages Calculation | Amount per contract, including interest as calculated. | Trial court double-counted base damages in final award. | Trial court erred; damages must be reduced to correct double counting. |
Key Cases Cited
- Ackerman v. Sobol Family Partnership, LLP, 298 Conn. 495 (Connecticut Supreme Court interpreted apparent authority and emphasized deference to trial court's factual findings)
- Hall-Brooke Foundation, Inc. v. Norwalk, 58 Conn. App. 340 (apparent authority as a fact question, review under clearly erroneous standard)
- Schimenti Construction Co., LLC v. Schimenti, 217 Conn. App. 224 (doctrine of consideration and enforceability of contracts)
- Kelly v. Kurtz, 193 Conn. App. 507 (unjust enrichment and breach of contract as mutually exclusive theories)
- Al-Fikey v. Obaiah, 196 Conn. App. 13 (deference to trial court credibility determinations)