Rana v. Terdjanian
46 A.3d 175
Conn. App. Ct.2012Background
- Defendant Harry Terdjanian, through an LLC, owned two Automaster Service Center auto repair shops; plaintiff Rana Automaster, LLC bought the Wethersfield shop in 2001 but American Express numbers were not canceled.
- Plaintiff continued to receive statements under the old establishment number; after switching processing companies in 2006–2007, misapplied deposits were sent to the defendant’s account instead of plaintiff’s.
- Rana, as plaintiff’s agent, documented the misdirected payments and sought reimbursement; defendant refused.
- Action commenced in small claims court (March 2008); case transferred to regular docket in July 2008; plaintiff sued for conversion, statutory theft, unjust enrichment, and CUTPA; an offer to settle under § 52-192a was made but not accepted.
- During trial the standing issue arose when it was revealed Rana handled the Wethersfield shop; court later substituted Rana Automaster, LLC as plaintiff under § 52-109, curing standing and allowing continuation with the same causes of action.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether substitution cured standing and allowed dismissal challenges | Rana's substitution under § 52-109 appropriate; court had authority to substitute despite pending dismissal | Standing lacked, requiring dismissal rather than substitution | Substitution proper; denial of motions to dismiss affirmed |
| Whether defendant liable for statutory theft under § 52-564 | Withheld funds deposited to defendant’s account; intent to deprive shown for statutory theft | No theft or intentional taking; liability misapplied | Liability for statutory theft affirmed |
| Whether attorney’s fees award was correct | Fees justified under § 52-251a due to transfer from small claims; also § 52-251a applies to deterrence of frivolous defenses | Fees limited by § 52-192a to $350; improper under governing statutes | Fees awarded under § 52-251a affirmed |
| Whether defendant could be personally liable despite LLC status | Personal liability for torts committed or participated by officer/agent | LLC shielding applies to debt/liability of LLC; individual not liable | Individual liability holding affirmed; not shielded by LLC under these facts |
| Whether CUTPA violation was proven | Theft/conversion supports unfair or deceptive acts under CUTPA | No CUTPA liability given LLC protections and passive conduct | CUTPA violation affirmed |
Key Cases Cited
- Krack v. Action Motors Corp., 87 Conn. App. 687 (Conn. App. 2005) (attorney’s fees discretion under § 52-251a)
- Burns v. Bennett, 220 Conn. 162 (Conn. 1991) (fee shifting and procedural incentives in small claims transfers)
- Chamlink Corp. v. Merritt Extruder Corp., 96 Conn. App. 183 (Conn. App. 2006) (standards for reviewing CUTPA awards)
- Harris v. Bradley Memorial Hospital & Health Center, Inc., 296 Conn. 315 (Conn. 2010) (CUTPA framework and cigarette-rule criteria)
- Assn. Resources, Inc. v. Wall, 298 Conn. 145 (Conn. 2010) (standing as jurisdictional issue and substitution under § 52-109)
- DiLieto v. County Obstetrics & Gynecology Group, P.C., 297 Conn. 105 (Conn. 2010) (purpose and retroactivity of substitution under § 52-109)