172 Conn. App. 103
Conn. App. Ct.2017Background
- Plaintiff filed suit as "Just Restaurants Business Brokers," a trade name for John Russo, alleging breach of a promissory note, unjust enrichment, and CUTPA violations against Thames Restaurant Group, LLC.
- Defendant pleaded, among other defenses, that the named plaintiff (the trade name) lacked legal existence and thus capacity to sue; plaintiff denied that defense.
- On the day of trial the court granted motions to amend the complaint and to substitute "John Russo, d/b/a Just Restaurants Business Brokers" as the proper plaintiff, and entered judgment for the substitute plaintiff on the promissory note count.
- The substitute plaintiff later moved in this court to dismiss the appeal, arguing the trial court lacked jurisdiction and asking that the case be dismissed for lack of subject matter jurisdiction.
- The parties and appellate court agreed the suit was originally commenced solely in a trade name (not a separate legal entity), raising the question whether that naming defect deprived the trial court of subject matter jurisdiction.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether an action commenced solely in a trade name confers subject matter jurisdiction | The complaint was properly amended/substituted to name Russo, curing any defect | A suit commenced only in a trade name lacks a separate legal existence and thus the plaintiff lacked capacity to sue; jurisdiction is lacking | A trade name is not a legal entity; commencing suit solely in a trade name does not confer jurisdiction; case must be dismissed |
| Whether appellate court has jurisdiction to review alleged lack of trial court jurisdiction | Implied: appeal should be dismissed if trial court lacked jurisdiction | Appellate court may decide whether the trial court had jurisdiction | Appellate court has jurisdiction to determine whether trial court lacked jurisdiction |
| Whether substitution under Gen. Stat. § 52-109 can cure the jurisdictional defect | Substitution/amendment cured the naming defect | Substitution cannot cure an action commenced by a trade name because the original filing never conferred jurisdiction | Substitution did not cure the defect; § 52-109 inapplicable where action was commenced by a trade name |
| Whether the trial court erred by entering judgment before resolving the jurisdictional defect | Amendment at trial cured the defect | Court lacked discretion to decide merits once lack of subject matter jurisdiction was present | Trial court lacked subject matter jurisdiction and judgment must be reversed and action dismissed |
Key Cases Cited
- America's Wholesale Lender v. Pagano, 87 Conn.App. 474 (trade name alone cannot confer jurisdiction)
- America's Wholesale Lender v. Silberstein, 87 Conn.App. 485 (substitution under § 52-109 cannot cure trade-name commencement)
- Greco Construction v. Edelman, 137 Conn.App. 514 (dismissal required where action commenced solely by trade name)
- Coldwell Banker Manning Realty, Inc. v. Cushman & Wakefield of Connecticut, Inc., 136 Conn.App. 683 (subject matter jurisdiction and standing principles)
- State v. Johnson, 301 Conn. 630 (appellate court may review whether trial court lacked jurisdiction)