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One Country, LLC v. Johnson
101 A.3d 933
Conn.
2014
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Background

  • Porters formed One Country, LLC to purchase and renovate 1 Country Road; plaintiff Scott Porter provided capital and guaranteed One Country's debt.
  • One Country obtained a $1,080,000 acquisition loan; plaintiff unconditionally guaranteed the acquisition loan; construction loan sought $1,000,000 but equity limited.
  • Before construction closing, Porter drafted backstop guarantee agreements for Jennifer Porter, Johnson, and Pratley to protect his guarantees and signed them prior to his own personal guarantee.
  • One Country defaulted; bank foreclosed; settlement paid by Porter ($300,000) to bank after which bank dismissed deficiency action; Porter sued to enforce backstop guarantees.
  • Tax returns treated Porter’s $300,000 payment as a capital contribution to Iboport, with Iboport also claiming the amount as a capital contribution; plaintiff claimed deductions and later sought recovery.
  • Appellate Court held Porter had standing; trial court found lack of standing due to purported assignment; the Supreme Court granted review limited to standing question.

Issues

Issue Plaintiff's Argument Defendant's Argument Held
Does Porter have standing to enforce the backstop guarantees? Porter did not assign his rights; defendant executed guarantees in Porter’s favor; standing rests on personal right to collect. Porter assigned his rights to Iboport via tax treatment and §34-150; thus no standing. Porter has standing; no valid assignment to Iboport was proven.
Did the tax treatment constitute an assignment of rights to Iboport? Tax treatment does not extinguish rights under the guarantee; assignment requires explicit manifestation of intent. Tax reporting shows an assignment to Iboport under §34-150; rights transferred by operation of law. Tax treatment alone does not prove a real assignment; no assignment occurred.

Key Cases Cited

  • Dow & Condon, Inc. v. Brookfield Development Corp., 266 Conn. 572 (2003) (standing test and jurisdictional principles)
  • Broadnax v. New Haven, 270 Conn. 133 (2004) (standing requires colorable injury or direct interest)
  • May v. Coffey, 291 Conn. 106 (2009) (plaintiff must allege injury to establish standing)
  • Dysart Corp. v. Seaboard Surety Co., 240 Conn. 10 (1997) (assignment analysis and cause of action transfers)
  • Schoonmaker v. Lawrence Brunoli, Inc., 265 Conn. 211 (2003) (assignment requires particularity and manifestation of intent)
  • Gateway Co. v. DiNoia, 232 Conn. 223 (1995) (jurisdictional and assignment-related reasoning)
  • H.J. Baker & Bro., Inc. v. Organics, Inc., 554 A.2d 196 (R.I. 1989) (tax treatment relevance to liability unrelated to standing)
  • Energetics, Inc. v. Allied Bank of Texas, 784 F.2d 1300 (5th Cir. 1986) (tax treatment and ownership interests in liability questions)
  • Wichita Federal Savings & Loan Assn. v. Black, 245 Kan. 523 (1989) (considerations of ownership interests and deductions)
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Case Details

Case Name: One Country, LLC v. Johnson
Court Name: Supreme Court of Connecticut
Date Published: Oct 28, 2014
Citation: 101 A.3d 933
Docket Number: SC19084
Court Abbreviation: Conn.