Premier Capital, LLC v. Shaw ( 2019 )

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PREMIER CAPITAL, LLC v. JAY SHAW
(AC 40785)
Keller, Bright and Moll, Js.
Syllabus
The plaintiff, L Co., sought to enforce a judgment rendered in 1991 against
the defendant that was predicated on a default on a loan. The trial court
found that L Co. proved by a preponderance of the evidence that it
owned the 1991 judgment and rendered judgment in favor of L Co., from
which the defendant appealed to this court. Thereafter, L Co. filed with
the trial court a postjudgment motion to correct the record to reflect
that the plaintiff in the present action should have been designated as
I Co., rather than L Co., claiming that L Co. and I Co. are two separate
Massachusetts entities comprised of the same principals and principal
offices, but that I Co. was the proper entity designation. Because the
present case was on appeal, the trial court declined to take any action
on L Co.’s motion to correct. On appeal, the defendant claimed that L
Co. lacked standing, which deprived the trial court of subject matter
jurisdiction. Held that because L Co. did not have standing to seek
enforcement of the 1991 judgment, the trial court lacked subject matter
jurisdiction over the present case and, thus, should have dismissed the
case rather than deciding it on the merits; the evidence at trial indicated
that I Co., and not L Co., had acquired assets in 1998 that purportedly
included the 1991 judgment, it was undisputed that there was no evi-
dence demonstrating that L Co. had a real interest in the 1991 judgment,
L Co. conceded that it was a separate and distinct entity from I Co.,
and the listing of L Co. as the plaintiff in this action did not amount to
a scrivener’s error as claimed by L Co.
Argued January 4—officially released April 2, 2019
Procedural History
Action to enforce a judgment, and for other relief,
brought to the Superior Court for the judicial district
of Stamford-Norwalk and tried to the court, Hon.
Edward R. Karazin, Jr., judge trial referee; judgment
for the plaintiff; thereafter, the plaintiff filed a motion
to correct, and the defendant appealed to this court.
Reversed; judgment directed.
Ellery E. Plotkin, for the appellant (plaintiff).
Thomas J. Lengyel, for the appellee (defendant).
Opinion
MOLL, J. The defendant, Jay Shaw, appeals from the
judgment of the trial court, following a bench trial,
rendered in favor of the plaintiff, Premier Capital, LLC
(plaintiff LLC). On appeal, the defendant claims that
(1) the trial court lacked subject matter jurisdiction
over the present case as a result of the plaintiff LLC’s
lack of standing, (2) the court erred in determining that
the plaintiff LLC established ownership of the prior
judgment it sought to enforce because there were
breaks in the chain of title, and (3) the court erred in
concluding that his special defense was invalid. We
agree with the defendant on the first claim and, accord-
ingly, reverse the judgment of the trial court.1
The following facts and procedural history are rele-
vant to our resolution of this appeal. In 1990, Charter
Federal Savings commenced an action against the
defendant predicated on a default on a loan. See Charter
Federal Savings v. Shaw, Superior Court, judicial dis-
trict of Stamford-Norwalk, Docket No. CV-XX-XXXXXXX.
On August 7, 1991, following a hearing in damages, the
trial court rendered judgment against the defendant and
in favor of Charter Federal Savings in the amount of
$293,259.81, including costs, attorney’s fees, and
expenses (1991 judgment).
On August 5, 2016, the plaintiff LLC commenced the
present case against the defendant. The summons iden-
tified the plaintiff as ‘‘Premier Capital, LLC,’’ with a
place of business located at 336 Lowell Street in Wil-
mington, Massachusetts. In its operative one count
complaint filed on August 11, 2016, in which ‘‘Premier
Capital, LLC,’’ was identified as the plaintiff, the plaintiff
LLC alleged, inter alia, that, following a series of trans-
actions, it had acquired ownership of the 1991 judgment
and that the 1991 judgment had not been satisfied. As
relief, the plaintiff LLC sought, inter alia, enforcement
of the 1991 judgment and postjudgment interest.2 There-
after, the defendant filed an answer and special
defenses,3 and the plaintiff LLC filed a reply denying
the allegations in the special defenses.
On May 2, 2017, the matter was tried to the court.
During trial, the plaintiff LLC offered and had admitted
into evidence several exhibits that, according to the
plaintiff LLC, established a chain of title demonstrating
that it had acquired ownership of the 1991 judgment in
1998. Notably, none of the exhibits makes any reference
to ‘‘Premier Capital, LLC’’; instead, the plaintiff LLC’s
exhibit number one indicates that ‘‘Premier Capital,
Inc.,’’ which is not a party to the present case, had
acquired certain assets that purportedly included the
1991 judgment. This incongruity was not raised as an
issue during trial.
On August 8, 2017, the court issued a memorandum
of decision in which it concluded, inter alia, that the
plaintiff LLC had proven the allegations of its complaint
by a preponderance of the evidence, including that it
owned the 1991 judgment. The court rendered judgment
in favor of the plaintiff LLC in the amount of
$289,794.81,4 plus postjudgment interest at a rate of 4
percent annually. On August 28, 2017, the defendant
filed this appeal.
On September 13, 2017, the plaintiff LLC filed with
the trial court a postjudgment motion to ‘‘correct the
trial court record’’ (motion to correct) to reflect that
the plaintiff in the present case should have been desig-
nated as ‘‘Premier Capital, Inc.,’’ rather than ‘‘Premier
Capital, LLC.’’ The plaintiff LLC claimed that Premier
Capital, Inc., and the plaintiff LLC are two separate
Massachusetts entities comprised of the same princi-
pals and principal offices, and that Premier Capital,
Inc., is the ‘‘proper entity designation.’’ The plaintiff
LLC characterized the listing of ‘‘Premier Capital, LLC,’’
as the plaintiff as a scrivener’s error. On October 11,
2017, the court issued an order noting that the present
case is on appeal and, accordingly, the court declined to
take any action on the plaintiff LLC’s motion to correct
absent approval from this court.5
The defendant raises on appeal the dispositive claim
that the trial court lacked subject matter jurisdiction
over the present case as a result of the plaintiff LLC’s
lack of standing. Specifically, the defendant contends
that the evidence adduced at trial demonstrates that
Premier Capital, Inc., rather than the plaintiff LLC,
acquired assets purportedly including the 1991 judg-
ment and that, absent a real interest in the 1991 judg-
ment, the plaintiff LLC lacked standing to seek
enforcement of the 1991 judgment. In response, the
plaintiff LLC argues that the listing of ‘‘Premier Capital,
LLC,’’ as the plaintiff is a scrivener’s error that has not
prejudiced the defendant. We agree with the defendant.
At the outset, we note that the defendant is raising
this standing claim for the first time on appeal. ‘‘If a
party is found to lack standing, the court is without
subject matter jurisdiction to determine the cause. . . .
[A] claim that a court lacks subject matter jurisdiction
may be raised at any time during the proceedings . . .
including on appeal . . . . Because the [defendant’s]
claim implicates the trial court’s subject matter jurisdic-
tion, we conclude that it is reviewable even though the
[defendant has] raised it for the first time on appeal.’’
(Citations omitted; internal quotation marks omitted.)
Perez-Dickson v. Bridgeport, 304 Conn. 483, 506, 43
A.3d 69 (2012). ‘‘The issue of whether a party had stand-
ing raises a question of law over which we exercise
plenary review.’’ Arciniega v. Feliciano, 329 Conn. 293,
301, 184 A.3d 1202 (2018).
‘‘Standing is the legal right to set judicial machinery
in motion. One cannot rightfully invoke the jurisdiction
of the court unless he [or she] has, in an individual or
representative capacity, some real interest in the cause
of action, or a legal or equitable right, title or interest
in the subject matter of the controversy. . . . When
standing is put in issue, the question is whether the
person whose standing is challenged is a proper party
to request an adjudication of the issue . . . .’’ (Internal
quotation marks omitted.) Prime Locations of CT, LLC
v. Rocky Hill Development, LLC, 167 Conn. App. 786,
794, 145 A.3d 317, cert. denied, 323 Conn. 935, 150 A.3d
686 (2016).
The evidence in the record indicates that Premier
Capital, Inc., acquired certain assets in 1998 that pur-
portedly included the 1991 judgment. It is undisputed,
however, that there is no evidence demonstrating that
the plaintiff LLC has a real interest in the 1991 judgment.
As the plaintiff LLC concedes, Premier Capital, Inc.,
and the plaintiff LLC are separate, distinct entities. The
listing of ‘‘Premier Capital, LLC,’’ as the plaintiff does
not amount to a scrivener’s error, as the plaintiff LLC
contends; rather, the wrong entity commenced the pre-
sent case.6 See Cardi Materials Corp. v. Connecticut
Landscaping Bruzzi Corp., 77 Conn. App. 578, 581–82,
823 A.2d 1271 (2003) (plaintiff, named ‘‘Cardi Materials
Corporation,’’ lacked standing to commence breach of
contract action where contracting parties were defen-
dant and ‘‘Cardi Corporation,’’ a separate and distinct
corporate entity not named as plaintiff in action). In
sum, the plaintiff LLC did not have standing to seek
enforcement of the 1991 judgment and, therefore, the
court lacked subject matter jurisdiction over the pre-
sent case. Accordingly, the court should have dismissed
the present case rather than deciding it on the merits.
See id., 582 (concluding that trial court should have
dismissed case for lack of subject matter jurisdiction
rather than deciding case on merits).
The judgment is reversed and the case is remanded
with direction to render judgment dismissing the plain-
tiff’s action.
In this opinion the other judges concurred.
1
In light of our resolution of the defendant’s first claim, which is disposi-
tive of the appeal and requires dismissal of the plaintiff LLC’s action, we
need not reach the merits of the defendant’s remaining claims.
2
Prior to trial, the parties stipulated that the plaintiff LLC commenced
the present case within twenty-five years following the 1991 judgment. See
General Statutes § 52-598 (a) (‘‘[n]o execution to enforce a judgment for
money damages rendered in any court of this state may be issued after the
expiration of twenty years from the date the judgment was entered and no
action based upon such a judgment may be instituted after the expiration
of twenty-five years from the date the judgment was entered’’).
3
The defendant raised two special defenses. In his first special defense,
the defendant alleged that the plaintiff LLC failed to state a cause of action
on which relief could be granted. The defendant withdrew his first special
defense prior to trial. In his second special defense, the defendant alleged
that the present case was oppressive and harassing as a result of, among
other things, his advanced age and poor health.
4
At trial, Louis Auciello, who testified that he is an account manager
employed by ‘‘Premier Capital,’’ testified that, from 2007 to 2010, the defen-
dant made $3465 in payments against the balance of the 1991 judgment and,
thus, the remaining balance of the 1991 judgment was $289,794.81.
5
The plaintiff LLC has not sought appellate review of the October 11,
2017 order.
6
In its appellate brief, the plaintiff LLC argues that Premier Capital, Inc.,
and the plaintiff LLC ‘‘are not that different, practically and/or logistically
speaking, as they have a certain relationship that in essence undermines
the main thrust of [the] defendant’s standing argument.’’ Regardless of the
affiliation between the plaintiff LLC and Premier Capital, Inc., the record
remains devoid of any evidence establishing that the plaintiff LLC has a real
interest in the 1991 judgment.
In addition, the plaintiff LLC argues that the defendant was not prejudiced
by the plaintiff LLC being named as the plaintiff, noting that at trial, there
was evidence that the defendant made payments to partially satisfy the
judgment between 2007 and 2010. Where, as here, the erroneous designation
of a plaintiff is a substantial error rather than a circumstantial error, whether
the defendant was prejudiced by the error is immaterial. See Coldwell Banker
Manning Realty, Inc. v. Cushman & Wakefield of Connecticut, Inc., 136
Conn. App. 683, 694, 47 A.3d 394 (2012) (concluding that plaintiff’s com-
mencement of action under fictitious name did not constitute circumstantial
error and, thus, declining to consider plaintiff’s argument that defendants
were not prejudiced by error); America’s Wholesale Lender v. Pagano, 87
Conn. App. 474, 480, 866 A.2d 698 (2005) (concluding that, although defen-
dant could not argue that she suffered prejudice as result of corporation
commencing action under trade name, lack of subject matter jurisdiction
required dismissal of action regardless of whether prejudice existed).