202 Conn.App. 315
Conn. App. Ct.2021Background
- Parties entered a 2006 credit agreement for building materials; Morrill signed as sole member of RMM and Todd Hill Properties and as personal guarantor; Jones signed as personal guarantor/individual buyer.
- Plaintiff supplied materials, sent invoices/statements in its name, deposited payments into its accounts; defendants fell into arrears and plaintiff sued for breach of contract seeking $68,886.58 (plus interest) and attorney’s fees.
- Plaintiff used ex parte prejudgment remedies (attachments/mechanic’s liens); defendants asserted a five‑count counterclaim including breach of contract, abuse of process, slander of title, and CUTPA tied to those prejudgment remedies and to the claim that a subsidiary (Northwest Lumber) was the actual seller.
- Plaintiff moved to strike four counts of the counterclaim as failing the Practice Book §10‑10 transaction test; the trial court granted the motion and later entered judgment on those stricken counts for the plaintiff (which appellate court found was the wrong form).
- After a court trial on the complaint and the remaining counterclaim count, the trial court found the plaintiff was the seller, Morrill and Jones were buyers (as well as guarantors), rejected defendants’ revocation and damage proofs, and entered judgment for plaintiff for the account balance; defendants appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether counts 2–5 of the counterclaim properly joined under Practice Book §10‑10 (transaction test) | Counts concern prejudgment remedies and are distinct from breach; strike for improper joinder promotes judicial economy | Counts arise from same operative facts and should proceed with breach action | Court did not abuse discretion in striking those counts; but judgment should be dismissal for improper joinder (remanded to correct form) |
| Whether trial court erred treating defendants’ pleading that they “purchased … from [plaintiff]” as a judicial admission that plaintiff was the seller | Judicial admission is binding; other evidence also shows plaintiff acted as seller | That allegation was contradicted by other pleadings and evidence showing Northwest Lumber was the seller | Plea was a judicial admission (operative pleading) and, independently, record evidence supported that plaintiff was seller; finding not clearly erroneous |
| Whether Morrill and Jones were buyers (liable) or only guarantors | Admission that they purchased goods makes them buyers; UCC buyer definition applies | They signed only as guarantors and liability should be limited to guarantor role; no separate complaint against them as buyers | Court properly treated them as buyers (and guarantors) based on judicial admission and ambiguous agreement; finding sustained |
| Whether court misapplied standards for revocation of acceptance and UCC damages (§42a‑2‑608, §42a‑2‑714) | Defendants failed to prove substantial impairment or value of goods in defective condition; therefore revocation/damages unproven | Court applied warranty/damages standard rather than proper revocation test and ignored evidence of nonconformity and repair/replacement costs | Court correctly required evidence that nonconformity substantially impaired value and proof of value as accepted; defendants failed to carry burden; ruling affirmed |
| Whether plaintiff proved damages with reasonable certainty | Plaintiff produced account statements/invoices showing balance; trier of fact could credit plaintiff | Plaintiff’s records unreliable; credits/payments improperly accounted | Trial court’s damages finding supported by account statements and witness testimony; not clearly erroneous |
Key Cases Cited
- Bank of New York Mellon v. Mauro, 177 Conn. App. 295 (discusses transaction test and proper remedy when counterclaims fail joinder)
- South Windsor Cemetery Assn., Inc. v. Lindquist, 114 Conn. App. 540 (explains factors for Practice Book §10‑10 transaction test)
- Orsini v. Tarro, 80 Conn. App. 268 (prejudgment remedy proceedings are collateral to merits of action)
- Bartlett v. Metropolitan Dist. Comm’n, 125 Conn. App. 149 (judicial admissions in pleadings are conclusive)
- Nationwide Mut. Ins. Co. v. Allen, 83 Conn. App. 526 (distinguishes judicial admissions from evidentiary admissions)
- Conte v. Dwan Lincoln‑Mercury, Inc., 172 Conn. 112 (elements and limits of revocation of acceptance under UCC)
- Superior Wire & Paper Prods., Ltd. v. Talcott Tool & Machine, Inc., 184 Conn. 10 (buyer acceptance/revocation principles under UCC)
- Gazo v. Stamford, 255 Conn. 245 (court should normally decide motions on grounds raised by proponent)
- Naples v. Keystone Bldg. & Dev. Corp., 295 Conn. 214 (plaintiff must prove contract damages with reasonable certainty)