Clinton v. Aspinwall

Citations

• 344 Conn. 696

Syllabus

The plaintiff sought to recover damages from the defendants for their alleged breach of contract and of their fiduciary duties in voting to, inter alia, amend the operating agreement of a limited liability company, C Co., in which the defendants held a controlling interest and of which the plaintiff had been a member. The parties had organized C Co. pursuant to the operating agreement, which was governed by Delaware law. In addition to a claim concerning the allegedly improper vote to amend the operating agreement, the plaintiff also claimed that the defendants improperly had removed him as a member of C Co. and improperly had maintained a sizable capital reserve fund, even though it was no longer needed. The case was tried to a jury, which was directed, pursuant to a jury verdict form, to decide the plaintiff's breach of contract claims first and to decide the breach of fiduciary duty claims only if it found in favor of the defendants on the breach of contract claims. The plaintiff did not object to the jury verdict form. Thereafter, the jury found in 344 Conn. 696 SEPTEMBER, 2022 697 Clinton v. Aspinwall favor of the plaintiff on his breach of contract claims but did not reach the fiduciary duty claims, which remained unadjudicated and never were disposed of by the trial court. The defendants filed two separate appeals with the Appellate Court, which affirmed the trial court's judgment as to the plaintiff's capital reserve fund claim but reversed the judgment as to the plaintiff's claims regarding the vote to amend the operating agreement and his removal as a member of C Co. The Appellate Court remanded the case with direction to render judgment for the defendants on the latter claims. On the granting of certification, the plaintiff and the defendants filed separate appeals with this court. Held that the Appellate Court lacked subject matter jurisdiction over the defendants' appeals to that court because there was no final judgment in the trial court, and, accordi