1 Conn. App. 99 | Conn. App. Ct. | 1983
This case was commenced by an individual, Carl Whiteford, doing business as Poly-Pak Corporation of America. During the course of the proceedings, the corporation, Poly-Pak Corporation of America (Poly-Pak), was substituted as the party plaintiff. Subsequently, the defendant moved to dismiss the action. The motion was granted and this appeal1 followed.
Poly-Pak was originally incorporated in 1958 as a Delaware corporation. Sometime between 1958 and 1967, it filed with the secretary of the state of Connecticut a certificate of authority to do business. Its certificate was revoked in 1968, and in 1971 Poly-Pak was dissolved as a Delaware corporation.
Whiteford, as sole shareholder of Poly-Pak, however, continued to conduct business under the Poly-Pak corporation name. In 1972, he contacted the defendant regarding the leasing of certain property owned by the defendant in Bridgeport. Lease negotiations followed. "Poly-Pak Corporation, a Connecticut corporation" was to be the lessee, with Whiteford signing the lease as president of the corporation. Whether a lease was ever executed is in dispute; but, a monthly rent of $200 was agreed upon by the parties and the plaintiff, purportedly acting in reliance on representations that the defendant had signed a lease, moved into the subject premises.
The "lease" purportedly also granted to the lessee an option, which Whiteford, doing business as Poly-Pak, attempted to exercise in 1974. The defendant refused to recognize the option and Whiteford ceased paying rent.
Carl Whiteford, doing business as Poly-Pak Corporation of America, instituted this action, seeking to enforce the "lease" provisions allegedly granting the *101 lessee an option to purchase the property in Bridgeport. At the conclusion of the plaintiff's case in chief, the plaintiff moved, in the alternative, for permission to add a party plaintiff or to substitute a party plaintiff, in each instance the substitute or additional plaintiff to be "Poly-Pak Corporation of America, a corporation existing under the laws of the State of Connecticut." The motion to substitute was granted and the motion to add denied.
The next day, on May 15, 1981, a certificate of incorporation for the Poly-Pak Corporation of America was filed with the Connecticut secretary of the state. That same day, the defendant moved to dismiss on the ground that the substituted plaintiff was barred by General Statutes 33-412 from maintaining the action. From the granting of the motion, an appeal was taken by the original plaintiff2 and by the substituted plaintiff. Issues on appeal concern: (1) the trial court's denial of Whiteford's motion to add Poly-Pak as a plaintiff; (2) the dismissal of the action; and (3) an evidentiary ruling.
We are not persuaded that the trial court erred in denying Whiteford's motion to add Poly-Pak as a party plaintiff. Section
The decision whether to grant a motion for the addition or substitution of a party to legal proceedings rests in the sound discretion of the trial court. Lettieri v. American Savings Bank,
Poly-Pak argues that in the proceedings below there was no need to specify the identity of the plaintiff3 as long as a cause of action was established and no party would have been prejudiced by the granting of the motion to add Poly-Pak. It is true that the Practice Book liberally permits, at any stage of the proceedings, the addition or substitution of a party plaintiff; see Practice Book 101; but a party plaintiff must be identified and have an interest in the outcome of the controversy for the court to make a complete determination of the matter. Poly-Pak was finally made a party to the action. It is, therefore, difficult to see how it was prejudiced by its failure to be originally joined. Moreover, the plaintiff made no showing that the absence of Whiteford,4 who was not a party to the alleged lease, harms it in seeking to enforce the lease. In light of these circumstances, we cannot say that the court's refusal to permit the joinder was an abuse of discretion. *103
The proscription of 33-412 extends not only to a foreign corporation unauthorized to do business in Connecticut, but also to "any successor or assignee of such [foreign] corporation. . . ." General Statutes 33-412(a). Consequently, whether the plaintiff was a foreign corporation or its successor, it is nonetheless barred by the foregoing section from maintaining this action and is thus not entitled "to set the machinery of the courts in operation. . . ." See State v. Nardini,
In the present case, Poly-Pak could have at any time during the course of the trial filed a certificate of authority with the secretary of this state. Failure to do so until the defendant moved to dismiss the action does not constitute inadvertence or mistake by Poly-Pak. If the court had granted the plaintiff's request, it would clearly have resulted in prejudice to the defendant. We find that the trial court did not abuse its discretion in not allowing the plaintiff to present this additional evidence.
There is no error.
In this opinion the other judges concurred.