191 Conn.App. 413
Conn. App. Ct.2019Background
- IP Media Products, LLC (plaintiff) sued to foreclose a mortgage on Stratford property; service was made on JD’s Café I, Inc. (defendant), but the complaint alleged claims against JD’s Café I, LLC.
- The note and mortgage were signed by Gus Curcio, Jr. (for Curcio Carting, Inc.) and Robin Cummings (purportedly as president of JD’s Café I, LLC); title records showed JD’s Café I, Inc. as owner.
- Plaintiff acquired the note by assignment from Dade Realty and sued in 2014; defendant denied indebtedness and asserted defenses including lack of corporate authority for the signatures and that the documents named a different entity.
- At trial plaintiff introduced the note, mortgage, and testimony but did not plead or present evidence that it was a holder in due course under Conn. Gen. Stat. § 42a-3-302.
- The trial court found (1) the complaint contained no allegations against JD’s Café I, Inc.; (2) the mortgage/note were conveyed/signed by a different entity; and (3) Cummings lacked authority to act for JD’s Café I, Inc., rendering the instruments unenforceable against that corporation.
- Plaintiff appealed, arguing primarily on appeal that as a holder in due course it could enforce the instruments despite lack of corporate authority; the appellate court affirmed because that argument was not preserved below.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether instruments enforceable against JD’s Café I, Inc. despite being executed by another entity | Plaintiff: as a holder in due course, it may enforce the note and mortgage regardless of corporate authorization | Defendant: instruments are unenforceable because they were executed by a different entity and without corporate authority | Held: Plaintiff failed to preserve holder-in-due-course argument; court affirmed judgment for defendant based on lack of corporate authority |
| Whether complaint sufficiently alleged claims against JD’s Café I, Inc. | Plaintiff: (argued on other grounds below; not pressed on appeal) | Defendant: complaint alleged claims against JD’s Café I, LLC, not JD’s Café I, Inc. | Held: Trial court found complaint contained no allegations against JD’s Café I, Inc.; appellate court did not reach merits because preservation failure dispositive |
| Whether reformation could correct misnomer to enforce instruments against JD’s Café I, Inc. | Plaintiff: (raised below) reformation might be required to enforce | Defendant: reformation not pleaded or proven; instruments invalid as signed | Held: Court noted plaintiff failed to plead reformation; appellate court did not decide this issue due to dispositive preservation ruling |
| Whether Cummings had authority to bind JD’s Café I, Inc. | Plaintiff: did not challenge trial court’s factual finding on authority on appeal; instead relied on holder-in-due-course theory | Defendant: Cummings lacked authority; acts outside corporate authority | Held: Trial court found Cummings lacked authority; appellate court accepted unchallenged factual finding and affirmed |
Key Cases Cited
- Cohen v. Holloways', Inc., 158 Conn. 395 (discusses when a corporation is liable for acts of its president)
- Czarnecki v. Plastics Liquidating Co., 179 Conn. 261 (sets standards for proving corporate officer authority or subsequent ratification)
- Connecticut Natl. Bank v. Giacomi, 242 Conn. 17 (holder in due course bears burden of proving elements)
- Williams v. State, 189 Conn. App. 172 (appellate courts generally will not review claims raised first on appeal)
- Nationstar Mortgage, LLC v. Mollo, 180 Conn. App. 782 (affirmance on independent dispositive ground can render other claims unnecessary to decide)
- Success, Inc. v. Curcio, 160 Conn. App. 153 (prior related decision addressing validity of corporate officer appointment)