Breach of Contract Cases

Summary judgment agency apparent authority successor in interest statute of frauds equity fraudulent misrepresentation unjust enrichment civil conspiracy deposition. Plaintiff-appellant loaned over $400,000 dollars to the owner of Barker Products, which began suffering financial difficulties. The defendant-appellee approached the members of the company with a plan to purchase the company. The parties dispute whether the defendant promised the plaintiff employment and/or an equity share as part of the defendant's ownership in order to pay off the plaintiff's debt. The defendant purchased the assets of the company and renamed it Cleveland Plating. Plaintiff brought suit against the defendant alleging that the defendant had agreed to repay the loans through employment and/or the equity share. The defendant filed a motion for summary judgment as to all claims. The court granted the motion and dismissed all the claims. We found that the motion was improperly granted as to two claims and that there were genuine issues of material fact as to whether the defendant, and an individual acting as his agent, had bound Cleveland Plating to pay off the plaintiff's loans.

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