Villanueva v. Villanueva
206 Conn. App. 36
| Conn. App. Ct. | 2021Background
- Javier started Villanueva Landscaping in 2005; Rafael began working there in 2007 and the business grew substantially through 2014.
- Although no written partnership existed, the brothers shared management, profits, made joint withdrawals from business accounts, and jointly bought real estate; Rafael formed an LLC in 2011 with himself as sole member for tax/banking reasons but operations continued between them.
- In 2014 Rafael locked Javier out, took the landscaping side (about 90% of revenue), customers (≈85 accounts), crews, major equipment, vehicles and cash; Javier retained masonry/tree assets (≈10% revenue).
- Javier sued in 2018 alleging breach of an unwritten/implied contract (partnership); Rafael raised defenses including statutes of limitations, laches, and a setoff for assets retained by Javier.
- The trial court found an implied partnership, concluded Rafael breached it, rejected Rafael’s special defenses, and awarded Javier $86,500 (one-half the court’s valuation of assets taken).
- On appeal Rafael challenged (1) existence of an implied partnership, (2) sufficiency of damages evidence, and (3) that the claim was time-barred; the Appellate Court affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of an implied partnership | Conduct (shared management, profit draws, joint purchases) manifested partnership despite no written agreement | No partnership because plaintiff denied any agreement; LLC formation and sole membership rebut partnership | Court: ample evidence supports an implied partnership; finding not clearly erroneous |
| Sufficiency of damages evidence | Javier need not prove with mathematical exactness; testified as to customers, equipment, and values enabling a fair estimate | Testimony was the only evidence and was speculative/lacking contemporaneous records, so award unreliable | Court: trial judge credited testimony and had broad discretion; award not clearly erroneous |
| Applicable statute of limitations | Claim is breach of implied contract; governed by six‑year statute (§ 52‑576(a)) | Claim sounds in conversion or fiduciary breach and is governed by three‑year statute (§ 52‑577) | Court: complaint pleaded breach of implied contract; six‑year statute applies; claim timely |
Key Cases Cited
- Connecticut Light & Power Co. v. Proctor, 324 Conn. 245 (2016) (explains implied‑in‑fact contract principles and that formation is a factual question)
- Northeast Builders Supply & Home Centers, LLC v. RMM Consulting, LLC, 202 Conn. App. 315 (2021) (discusses standards for reviewing damage awards and trial court discretion)
- Chioffi v. Martin, 181 Conn. App. 111 (2018) (permits partner direct damages actions in lieu of formal accounting where no complex accounting is necessary)
- Government Employees Ins. Co. v. Barros, 184 Conn. App. 395 (2018) (states that application of statutes of limitations is a question of law reviewed plenarily)