Opinion
The plaintiff, Nancy Hoskins, appeals from the judgment of the trial court rendered following the granting of the motion for summary judgment filed by the defendants, Titan Value Equities Group, Inc. (Titan), and Ellen Lefferts Schowaiter.
The record reveals the following undisputed pertinent facts. In May and June, 1990, the plaintiff, who had recently become a widow, consulted with Schowalter, a licensed representative for Titan, a securities broker, for advice with respect to investing the proceeds of two life insurance policies of which the plaintiff was the beneficiaiy. Schowalter and the plaintiff met at least twice to discuss possible investments. At Schowalter’s request, the plaintiff completed a “client data form,” containing personal information and investment objectives. Schowalter provided the plaintiff, a practicing attorney for more than ten years, with information, including prospectuses, with respect to several limited partnership investments. On June 21, 1990, the plaintiff invested a total of $140,000 in seven limited partnerships recommended by Schowalter. The purchase of the investments was effected through various subscription agreements and order forms provided by Schowalter.
In early 1991, the plaintiff became concerned about the suitability of these investments. She consulted a
The gravamen of the plaintiffs amended complaint is that Schowalter recommended securities that were unsuitable for the plaintiffs needs and investment objectives. More specifically, in the third count of the complaint, the plaintiff alleged that Schowalter breached the implied duty of good faith and fair dealing by failing to remain “faithful to the agreed common purpose of the parties . . . .”
“The standard of review of a trial court’s decision to grant summary judgment is well established. [W]e must decide whether the trial court erred in determining that there was no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law.” (Internal quotation marks omitted.) Sherwood v. Danbury Hospital,
The defendants contend that there is no genuine issue of fact that a contract for the provision of investment advice did not exist between the parties and that, in the absence of such a contract, no duty of good faith and fair dealing could arise. They claim therefore that
It is axiomatic that the implied duty of good faith and fair dealing is a covenant implied into a contract or a contractual relationship. See Magnan v. Anaconda Industries, Inc.,
In support of their motion for summary judgment, the defendants filed portions of the transcripts from two depositions of the plaintiff. At her first deposition, the plaintiff denied having any type of contract with Schowalter. At her second deposition, more than one year later, she again denied having entered into any contract with Schowalter, written or oral, and further denied the existence of any contract with Titan, written or oral. After the defendants submitted these damaging admissions to the trial court, the plaintiff filed two affidavits in opposition to the motion for summary judgment. In her second affidavit, the plaintiff addressed the deposition admissions, averring that she “never meant to indicate or imply that the business relationship [with the defendants] . . . was not based in contract.” (Emphasis added.) A conclusory assertion that the relationship was “based in contract” does not constitute evidence sufficient to establish the existence of a dis
The plaintiff contends in her brief that the client data form that she completed constituted a written contract between the parties. This claim is inconsistent with the plaintiffs amended complaint in which she alleged only an oral agreement. Moreover, it was neither presented to nor decided by the trial court and, therefore, is not properly before this court. See Connecticut Ins. Guaranty Assn. v. Union Carbide Corp.,
The plaintiff also claims in her brief that the subscription documents and order forms for each of the seven investments that she purchased constitute written contracts between the parties. A review of these documents reveals that they are agreements for the purchase of the seven limited partnership interests, authorizing Titan to place orders for the specified securities. They clearly are not, however, contracts pursuant to which Scho-walter or Titan agreed to render investment advice.
“Where the trial court reaches a correct decision but on [alternate] grounds, this court has repeatedly sustained the trial court’s action if proper grounds exist to support it.” Favorite v. Miller,
After a careful review of the record, we conclude that there was no genuine issue of material fact that a contract for the rendering of investment advice did not exist between the parties and, therefore, there is no basis for the implication of a duty of good faith and fair dealing. Accordingly, we affirm the trial court’s
The judgment is affirmed.
In this opinion the other justices concurred.
Notes
The plaintiff appealed from the judgment of the trial court to the Appellate Court and we transferred the appeal to this court pursuant to General Statutes § 51-199 (c) and Practice Book § 65-1.
The plaintiff does not appeal from the granting of the motion for summary judgment with respect to the first and second counts of the complaint, also on statute of limitations grounds.
General Statutes § 52-577 provides: “No action founded upon a tort shall be brought but within three year's from the date of the act or omission complained of.”
General Statutes § 52-576 (a) provides in relevant part: “No action . . . on any simple or implied contract, or on any contract in writing, shall be brought but within six years after the right of action accrues . . . .”