MEINEKE BRISTOL, LLC v. PREMIER AUTO, LLC, ET AL.; MARIAMMA BABU, LLC v. PREMIER AUTO, LLC, ET AL.; 585 MAIN STREET, LLC v. PREMIER AUTO, LLC, ET AL.; PREMIER AUTO, LLC v. AMERICAN TRADING COMPANY, INC., ET AL.
AC 46467
Appellate Court of Connecticut
July 30, 2024
Cradle, Suarez and Westbrook, Js.
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Syllabus
P Co. and F appealed to this court from the judgments rendered by the trial court in four related civil actions that were consolidated for trial and that encompassed various claims by multiple entities concerning the sale of three businesses to P Co. and associated leases, notes, and guarantee agreements. Held:
- This court dismissed the portion of the appeal related to P Co. and F‘s claim that the trial court abused its discretion when it precluded them from presenting certain evidence at trial; because P Co. and F failed to challenge on appeal each of two independent grounds on which the trial court excluded the evidence, this court could not grant them any practical relief.
- This court declined to consider the merits of P Co.‘s claim that the trial court erred in determining that P Co. failed to prove its breach of contract cause of action, as P Co. failed to provide an adequate record for review.
Argued May 21—officially released July 30, 2024
Action, in the first case, to recover damages for, inter alia, fraudulent transfer, and for other relief, brought to the Superior Court in the judicial district of New Britain, Housing Session, action, in the second case, to recover damages for, inter alia, fraudulent transfer, and for other relief, brought to the Superior Court in the judicial district of Middlesex, action, in a third case, to recover damages for, inter alia, fraudulent transfer, and for other relief, brought to the Superior Court in the judicial district of Fairfield, Housing Session at Bridgeport, and action, in a fourth case, to recover damages for, inter alia, breach of contract, and for other relief, brought to the Superior Court in the judicial district of Middlesex; thereafter, the first two cases were transferred to the Superior Court in the judicial district of Fairfield, Housing Session at Bridgeport; subsequently, the cases were consolidated and transferred to the Superior Court in the judicial district of Hartford, Complex Litigation Docket, where the named defendant in the first three cases and the defendants in the fourth case filed various counterclaims; thereafter, Michael J. Flynn was cited in as a defendant in the first three cases, and Patrick Flynn was cited in as a counterclaim defendant in the fourth case; subsequently, the plaintiff in each of the first three cases withdrew its claims as against Michael J. Flynn; thereafter, the cases were tried to the court, Farley, J.; judgment in each of the first three cases for Patrick Flynn on the cоunts of the complaints alleging fraudulent transfer, for the plaintiff in each of the first three cases on all remaining counts of the complaints and on the counterclaims, and judgment for the defendants in the fourth case on the complaint and on the counterclaim, from which Premier Auto, LLC, et al. appealed to this court. Appeal dismissed in part; affirmed.
Paul H. D. Stoughton, for the appellants (named defendant et al. in the first three cases and named plaintiff in the fourth case).
Colin B. Connor, for the appellee (plaintiff in the first case).
Opinion
SUAREZ, J. Premier Auto, LLC (Premier Auto), and Patrick Flynn appeal from the judgments rendered by the trial court in four related civil actions that were consolidated for trial.1 The actions encompass various
Auto. On appeal, Premier Auto and Patrick Flynn claim that the trial court abused its discretion when it precluded them from presenting certain evidence. Premier Auto also claims that the court erred in determining that Premier Auto failed to prove its breach of contract cause of action. For the reasons set forth subsequently in this opinion, we conclude that the portion of the appeal concerning the first claim is moot and must be dismissed. With respect to the remaining claim in this appeal, we affirm the judgments of the trial court.
The following facts, as found by the court, Farley, J., and procedural history are relevant to the resolution of this appeal. “These four consolidated actions arise out оf a purchase and sale agreement for three Meineke auto repair shops, along with two notes associated with the agreement, three commercial leases for the three shop locations in Bristol, Middletown and Monroe, Connecticut, and guarantee agreements associated with the notes and leases. In Premier Auto, LLC v. American Trading Co., Superior Court, judicial district of Hartford, Docket No. CV-20-5066305-S, Premier Auto sued several corporate entities2 that constitute the ‘seller’ in the рurchase and sale agreement as well as the seller‘s individual ‘controlling stockholder’3 (collectively referred to as the ‘Babu defendants‘). The suit alleges a breach of the purchase and sale agreement, intentional misrepresentation, and negligent misrepresentation. The Babu defendants have asserted a counterclaim against Premier Auto and added Patrick Flynn, the guarantor of the notes, as an additional counterclaim defendant. The counterclaim alleges breach of the purchase and sale agreement, the notes and the guarantee. In Meineke Bristol, LLC v. Premier Auto, LLC, Superior Court, judicial district of Hartford, Docket No. CV-20-
5066300-S, Mariamma Babu, LLC v. Premier Auto, LLC, Superior Court, judicial district of Hartford, Docket No. CV-20-5066301-S, and 585 Main Street, LLC v. Premier Auto, LLC, Superior Court, judicial district of Hartford, Docket No. CV-20-5066302-S, the named plaintiffs (the ‘landlord plaintiffs‘) at the three locations seek to recover past and accelerated rents pursuant to the leases and associated guarantees. They also assеrt a fraudulent transfer claim against [Patrick] Flynn, the
“The case was tried to the court for two days, followed by posttrial briefing. The court finds the issues in favor of the landlord plaintiffs on their claims for breach of the lease agreements and associated guarantees and against Premier Auto and [Patrick] Flynn on the counterclaims asserted in those collection actions. The court finds in favor of [Patrick] Flynn on the fraudulent transfer claims. The court finds in favor of the Babu defendants and against Premier Auto on its breach of contract claim and its intentional and negligent misrepresentation claims in Premier Auto, LLC v. American Trading Co. and finds in favor of the Babu defendants on their counterclaims in that case for breach of contract against Premier Auto and breach of guarantеe against [Patrick] Flynn.”4
appeal followed. Additional facts and procedural history will be set forth as necessary.
I
Premier Auto and Patrick Flynn first claim that the court abused its discretion when it precluded them from presenting certain evidence at trial. We conclude that this claim is moot.
The following additional facts and procedural history are relevant to this claim. On the second day of trial, Premier Auto attempted to introduce into evidence, through Patrick Flynn‘s testimony during its сase-in-chief, a marketing brochure. Premier Auto and Patrick Flynn represent that this document had been prepared by an agent of the Babu defendants and was given to and relied on by Premier Auto and Patrick Flynn prior to the purchase of the Meineke franchises. It is also undisputed that, contrary to discovery requests and a trial management order, Premier Auto had not produced this document prior to the second day of trial. The Babu defendants and the landlord plaintiffs objeсted to its admission on several grounds, including lack of authentication, hearsay, and late disclosure. The court sustained the objection.
In its memorandum of decision, the court stated that it excluded the brochure on two grounds: lack of authentication and late disclosure. The court reasoned that “[t]he circumstances under which the brochure was produced, in the middle of the trial even though it ostensibly constituted the heart of the proponents’ case, without any authentication by either the Babu [defendants] or [their broker, Ken] Stein, left the authenticity of the materials in question. Principally, however, the court excluded these materials because they should have been produced long before the trial and, at a minimum, when the parties submitted their compliance with the trial management order. [Patrick] Flynn testified that after the first day of evidence he ‘realized the importance of spending additional time trying to locate a copy’ of thе brochure. He should have realized its importance when responding to discovery and preparing exhibits for trial. The Babu defendants . . . were prejudiced by the failure of Premier Auto and [Patrick] Flynn to locate and produce this material sooner than halfway through the trial. The Babu defendants had no fair and reasonable opportunity to investigate and defend a claim based on this material.”
The court expressly relied on two independent legal grounds in precluding the evidence at issue. In their appellate brief, Premier Auto and Patrick Flynn merely assert that their late disclosure of the brochure could not have prejudiced the Babu defendants because it was prepared by a third party on the Babu defendants’ behalf. Thus, Premier Auto and Patrick Flynn challenge the court‘s ruling on only one ground, that the evidence was prejudicial due to its untimely disclosure. Premier Auto and Patrick Flynn do not challenge the court‘s conclusion that the evidence was not properly authenticated.
“[W]here alternative grounds found by the reviewing court and unchallenged on appeal would support the trial court‘s judgment, independent of some challenged ground, the challenged ground that forms the basis of the appeal is moot because the court on appeal could grant no practical relief to the complainant.” (Internal quotation marks omitted.) Horenian v. Washington, 128 Conn. App. 91, 99, 15 A.3d 1194 (2011); see also Bongiorno v. J & G Realty, LLC, 211 Conn. App. 311, 322, 272 A.3d 700 (2022).
Therefore, because the appellants havе not challenged on appeal each independent ground for excluding the proffered exhibit, we cannot grant them any
II
Premier Auto next claims that the court erred in determining that it failed to prove its breach of contract cause of action. We decline to reach the merits of this claim because Premier Auto has failed to provide an adequate record for review.
The following factual and procedural history is relevant to our resolution of this claim. One of the core factual disputes at trial was whether certain tax returns containing adverse financial information about the Meineke franchises were disclosed to Patrick Flynn. Patrick Flynn testified that there was never any such disclosure from either the Babu defendants or Stein. Premier Auto claimed before the trial сourt that the failure to disclose these materials amounted to a breach of the purchase and sale agreement. The Babu defendants argued that the records were turned over to Stein with the direction for them to be given to Premier Auto and Patrick Flynn. Stein was not called to testify at trial, and no other evidence as to whether the tax returns were disclosed was presented. In its memorandum of decision, the court “[found] the evidence in equipoise, requiring the conclusion that Premier Auto failed to carry its burden on the issue.” Premier Auto now argues that the evidence was not in equipoise and, in actuality, “the evidence of nondisclosure was clear and unequivocal.”
“Factual findings are subject to a clearly erroneous standard of review. . . . It is well established that [a] finding of fact will not be disturbed unless it is clearly erroneous in view of the evidence and pleadings in the whole record. . . . A finding of fact is clearly erroneous when there is no evidenсe in the record to support it . . . or when although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed . . . . Our authority, when reviewing the findings of a judge, is circumscribed by the deference we must give to decisions of the trier of fact, who is usually in a superior position to appraise and weigh the evidence. . . . The question for this court . . . is not whether it would have made the findings the trial court did, but whether in view of the evidence and pleadings in the whole record it is left with the definite and firm conviction that a mistake has been committed.” (Internal quotation marks omitted.) J. M. v. E. M., 216 Conn. App. 814, 820-21, 286 A.3d 929 (2022).
“A determination regarding whether the court‘s finding was clearly erroneous requires that we review all of the evidence presented to the trial court, including the testimony of the witnesses. Thus, the transcript of the trial is necessary on appeal in order to properly evaluate whether the evidence presented to the trial court supports the court‘s conclusion . . . .
“[An appellant] has the burden of providing this court with a record from which this court can review any alleged claims of error.
In the present case, on May 18, 2023, Premier Auto and Patrick Flynn, through their counsel, filed with the Office of the Appellate Clerk a сertificate regarding transcripts indicating that, “pursuant to
In connection with a claim that requires this court to review the evidence presented at trial, we do not merely rely on an appellant‘s characterization of the evidence or review only the portions of the evidence on which it relies. Instead, we must consider the evidence as a whole, including evidence of a testimonial nаture. In the absence of a complete transcript, we would have to resort to speculation to resolve Premier Auto‘s claim that the court erred in determining that it failed to prove its breach of contract cause of action. See Maye v. Canady, 214 Conn. App. 455, 461, 280 A.3d 1270, cert. denied, 345 Conn. 919, 284 A.3d 627 (2022); see also R & P Realty Co. v. Peerless Indemnity Ins. Co., 193 Conn. App. 374, 380, 219 A.3d 429 (2019) (“[i]n the absence of transcripts of the entire trial, we cannot evaluate the plaintiffs’ arguments in support of their appellate claim without resorting to speculation” (emphasis added)). Accordingly, we are unable to
address the merits of this claim becausе Premier Auto has not provided this court with an adequate record for review.
The portion of the appeal challenging the preclusion of certain evidence is dismissed; the judgments are affirmed in all other respects.
In this opinion the other judges concurred.
Notes
In Meineke Bristol, LLC v. Premier Auto, LLC, Superior Court, judicial district of Hartford, Docket No. CV-20-5066300-S, Meineke Bristol, LLC, brought an action against Premier Auto, Patrick Flynn, and Michael J. Flynn. Counts one and two of the amended complaint, directed at Premier Auto, sounded in breach of commercial leаse and unjust enrichment, respectively. Counts three, four, and five, directed at Patrick Flynn, sounded in breach of personal guarantee, fraudulent transfer, and common-law fraudulent conveyance, respectively. Counts six and seven, directed at Michael J. Flynn, sounded in fraudulent transfer and common-law fraudulent conveyance, respectively. Premier Auto filed a two count counterclaim sounding in intentional misrepresentation and negligent misrepresentation.
In Mariamma Babu, LLC v. Premier Auto, LLC, Superior Court, judicial district of Hartford, Docket No. CV-20-5066301-S, Mariamma Babu, LLC, brought an action against Premier Auto, Patrick Flynn, and Michael J. Flynn. Counts one and two of the amended complaint, directed at Premier Auto, sounded in breach of commercial lease and unjust enrichment, respectively. Counts three, four, and five, directed at Patrick Flynn, sounded in breach of personal guarantee, fraudulent transfer, and common-law fraudulent conveyance, respectively. Counts six and seven, directed at Miсhael J. Flynn, sounded in fraudulent transfer and common-law fraudulent conveyance, respectively. Premier Auto filed a two count counterclaim sounding in intentional misrepresentation and negligent misrepresentation.
In 585 Main Street, LLC v. Premier Auto, LLC, Superior Court, judicial district of Hartford, Docket No. CV-20-5066302-S, 585 Main Street, LLC, brought an action against Premier Auto, Patrick Flynn, and Michael J. Flynn. Counts one and two of the amended complaint, directed at Premier Auto, sounded in breach of commercial lease and unjust enrichment, respectively. Counts three, four, and five, directed at Patrick Flynn, sounded in breach of personal guarantee, fraudulent transfer, and common-law fraudulent conveyance, respectively. Counts six and seven, directed at Michael J. Flynn, sounded in fraudulent transfer and common-law fraudulent conveyance, respectively. Premier Auto filed a two count counterclaim sounding in intentional misrepresentation and negligent misrepresentation.
In Premier Auto, LLC v. American Trading Co., Superior Court, judicial district of Hartford, Docket No. CV-20-5066305-S, Premier Auto brought an action against American Trading Company, Inc.; Babu & Sons, LLC; Bristol Muffler, Inc.; Vital, Inc.; and Vazhayil Babu. In its revised complaint, Premier Auto alleged causes of action sounding in breach of contract, intentional misrepresentation, and negligent misrepresentation. American Trading Company, Inc.; Babu & Sons, LLC; Bristol Muffler, Inc.; Vital, Inc.; and Vazhayil Babu thereafter filed various counterclaims against Premier Auto sounding in breach of contract. On February 18, 2021, Patrick Flynn was cited in as a counterclaim defendant in this action.
In light of the fact that Premier Auto and Patrick Flynn had various party designations at the time of trial, for simplicity we will refer in this opinion to these parties by name, rather than by a party designation.
“In Meineke Bristol, LLC v. Premier Auto, LLC, supra, Superior Court, Docket No. CV-20-5066300-S, judgment enters in favor of the plaintiff and against the defendants, Premier Auto and Patrick Flynn, on the plaintiff‘s complaint in the amount of $392,438.45, plus costs and attorney‘s fees in the amount of $22,196.13, for a total judgment of $414,634.58. The judgment against Premier Auto is duplicative of the judgment against [Patrick] Flynn and may only be recovered up to the amount of $414,634.58 against either or both of them. Judgment enters against Premier Auto on its counterclaims.
“In Mariamma Babu, LLC v. Premier Auto, LLC, supra, Superior Court, Docket No. CV-20-5066301-S, judgment enters in favor of the plaintiff and against the defendants, Premier Auto and Patrick Flynn, on the plaintiff‘s complaint in the amount of $647,125.66, plus costs and attorney‘s fees in the amount of $22,196.13, for a total judgment of $669,321.79. The judgment against Premier Auto is duplicative of the judgment аgainst [Patrick] Flynn and may only be recovered up to the amount of $669,321.79 against either or both of them. Judgment enters against Premier Auto on its counterclaims.
“In 585 Main Street, LLC v. Premier Auto, LLC, supra, Superior Court, Docket No. CV-20-5066302-S, judgment enters in favor of the plaintiff and against the defendants, Premier Auto and Patrick Flynn, on the plaintiff‘s complaint in the amount of $1,268,213.95, plus costs and attorney‘s fees in the amount of $22,196.13, for a total judgment of $1,290,410.08. The judgment against Premier Auto is duplicative of the judgment against [Patrick] Flynn and may only be recoverеd up to the amount of $1,290,410.08 against either or both of them. Judgment enters against Premier Auto on its counterclaims.”