Meineke Bristol v. Premier Auto

319 A.3d 826

277 Conn.App. 64

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.

Argued May 21, 2024

Officially Released July 30, 2024

Paul H. D. Stoughton, Hartford, 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).

Cradle, Suarez and Westbrook, Js.

SUAREZ, J.

₆₆Premier 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 ₆₇claims by multiple entities concerning the sale by Vazhayil Babu of three businesses as well as associated leases, notes, and guarantee agreements to Premier 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 of 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 purchase and sale agreement as well as the seller’s individual ‘controlling stockholder’³ (collectively referred ₆₈to 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 assert a fraudulent transfer claim against [Patrick] Flynn, the guarantor. Premier Auto and [Patrick] Flynn plead intentional and negligent misrepresentation as a defense and assert counterclaims against the landlord plaintiffs alleging intentional and negligent misrepresentation.

"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 guarantee ₆₉against [Patrick] Flynn."⁴

(Footnotes in original.) This ₇₀appeal followed. Additional facts and procedural history will be set forth as necessary.

I

[1] 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 case-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 objected 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 ₇₁have 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 the 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.

[2] "[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).

₇₂Therefore, because the appellants have not challenged on appeal each independent ground for excluding the proffered exhibit, we cannot grant them any practical relief with respect to their first claim. Accordingly, we dismiss the portion of the appeal related to that claim as moot.

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 court 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."

[3–7] "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 ₇₃erroneous in view of the evidence and pleadings in the whole record. … A finding of fact is clearly erroneous when there is no evidence 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...