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