Manere v. Collins

Excerpt

The plaintiff, a minority member of the defendant B Co., a Connecticut limited liability company, sought to recover damages from B Co. and the defendant C for, inter alia, breach of contract, and sought the dissolu- tion of B Co. on the ground of oppressive conduct. The plaintiff and C formed B Co. for the purposes of purchasing and operating a cafe. C received a 60 percent interest in B Co. and the plaintiff received a 40 percent interest in B Co. A hurricane caused the cafe to be closed for a period of time, and, despite an oral agreement between C and the plaintiff that neither would take any guaranteed payments from B Co. for fifty-two weeks, the plaintiff continued to take cash from B Co. during this period. C subsequently reconstructed the cafe's financial history, which revealed that the plaintiff had misappropriated approxi- mately $190,000 of B Co.'s funds. C amended the operating agreement of B Co., and terminated the plaintiff as a manager of B Co., terminated the plaintiff's son as an employee, stopped payment on certain checks issued to the plaintiff and changed the locks on the cafe to prevent the plaintiff from accessing the building. The plaintiff commenced the present action asserting various claims, including breach of fiduciary duty and oppression by C, and seeking the dissolution of B Co. pursuant to statute (§ 34-267 (a) (5)), and B Co. filed a counterclaim alleging breach of fiduciary duty. After a bench trial, the court rendered judgment in favor of the defendants as to all counts of the plaintiff's complaint, and in favor of B Co. on the count of its counterclaim alleging breach of fiduciary duty. From the judgment rendered thereon, the plaintiff appealed to this court. Held: 1. The trial court properly concluded that B Co.'s counterclaim stated a claim on which relief could be granted: B Co. pleaded facts which sufficiently alleged a claim of breach of fiduciary duty, specifically, that the plaintiff owed a fiduciary duty to B Co., that the