ASPIC, LLC v. Poitier

Citations

• 208 Conn. App. 731

Syllabus

The plaintiff, a single member limited liability company, sought to recover monetary damages from the defendant, a general partner in four limited partnerships, for default on promissory notes that had been executed by H, the managing general partner of the limited partnerships, and the plaintiff's predecessor in interest. Before the trial court, the defendant raised several special defenses, including that the plaintiff was barred from recovery because H breached his fiduciary duties to the defendant, who was H's general partner in the limited partnerships. The defendant alleged that H, without providing him any notice, executed certain notes on behalf of the limited partnerships for H's own benefit, entered into another note using the original notes as collateral, and sold real property assets of the limited partnerships to entities controlled by H's son or an affiliate of the plaintiff for inadequate consideration. Following a trial, the court rendered judgment in favor of the defendant on his special defense of breach of fiduciary duty, and the plaintiff appealed to this court. Held: 1. This court concluded that the trial court's finding that H failed to disclose to the defendant all relevant information related to the note transactions was not clearly erroneous, and this failure constituted a breach of fidu- ciary duty that precluded enforcement of the notes against the defendant. a. The plaintiff could not prevail on its claim that the trial court could not have reasonably found that the defendant lacked notice of the notes, there being no evidence that the defendant was aware of their execution: the record did not reflect that, prior to executing certain of the notes, H ever communicated to the defendant that he intended, as the managing general partner of the limited partnerships, to issue promissory notes to himself and another company, R Co., memorializing the amounts he claimed were owed by the limited partnerships; moreover, the evidence the plaintiff po