59 Conn. App. 358 | Conn. App. Ct. | 2000
The defendant, Ian Martin Davis, appeals from the judgment of the trial court rendered in favor of the plaintiffs, T. Christopher Killion and Brad J. Fel-enstein, in accordance with the report of an attorney trial referee in this breach of contract action. Although the defendant has raised four issues on appeal,
The following facts provide a background for the dispositive issue. The defendant and his wife were the sole shareholders of Sports Marketing Group, Inc. (Sports Marketing), and contracted to sell their stock to Times Mirror Magazine (Times Mirror) for more than $5 million. Prior to the sale to Times Mirror, the defendant, who was also the president of Sports Marketing, informed the plaintiffs in separate conversations that they would each receive $100,000 if they remained with Sports Marketing for three years following the sale.
The defendant claims first that the facts, even as found by the attorney trial referee in his report, do not support the conclusion that the defendant intended personally to be liable for the promise to pay bonuses to the plaintiffs. Because the promise, according to the defendant, was made in his capacity as president of Sports Marketing, therefore, Sports Marketing was responsible for payment of the plaintiffs’ bonuses. We agree.
“The report of [an attorney trial referee] shall state, in separate and consecutively numbered paragraphs, the facts found and the conclusions drawn therefrom. . . .” Practice Book § 19-8 (a). “While the reports of [attorney trial referees] in such cases are essentially of an advisory nature, it has not been the practice to disturb their findings when they are properly based upon evidence, in the absence of errors of law, and the parties have no right to demand that the court shall redetermine the fact thus found. . . . Seal Audio, Inc. v. Bozak,
“Although it is true that when the trial court reviews the attorney trial referee’s report the trial court may not retry the case and pass on the credibility of the witnesses, the trial court must review the referee’s entire report to determine whether the recommendations contained in it are supported by findings of fact in the report. It is also true that the trial court cannot accept an attorney trial referee’s report containing legal conclusions for which there are no subordinate facts.” Id., 541.
The plaintiffs in this case allege that the defendant made a personal promise to pay employment bonuses to them if they agreed to remain employed by Sports Marketing for three years. While the attorney trial referee agreed with the plaintiffs and concluded that the defendant was personally liable for promises he made to them, we cannot find support for such a conclusion in the facts found in the trial referee’s report or the record as a whole. The defendant, according to the report, never specifically referenced his personal
“Upon the facts found we have the case of an agent within the scope of his authority contracting with a third party for a known principal, and no fact in the finding shows that the contract was with the agent personally. Under such circumstances, the liability is upon the principal and the agent is not liable.” Whitlock’s Inc. v. Manley, 123 Conn. 434, 437, 196 A. 149 (1937). We cannot support the conclusion of the trial referee that the president of a corporation, when making a promise to corporate employees about bonuses they were to receive for their job performance, can be held personally responsible for the promise, especially when the facts as found in the report state, specifically, that the defendant never referenced his personal responsibility. Therefore, on the basis of the facts found in the report of the attorney trial referee, we conclude that the defendant was entitled to judgment as a matter of law.
The judgment is reversed and the case is remanded with direction to render judgment for the defendant.
In this opinion the other judges concurred.
The defendant also claims that the court improperly (1) concluded that the oral agreement to pay the plaintiffs was not barred by the statute of frauds, (2) failed to correct factual and legal errors in the attorney trial referee’s report and (3) abused its discretion by awarding prejudgment interest. Because we agree with the defendant on the issue of personal liability, we do not reach his three other claims.
The plaintiffs had been working for the small company since its inception.