Falcigno v. Falcigno

Citations

• 199 Conn. App. 663

Syllabus

The plaintiff sought to recover damages for breach of fiduciary duty from the defendant, his brother, in connection with his sale of shares repre- senting a minority interest in a family business, S Co. The parties were often at odds with each other, and the plaintiff approached the defendant about selling his shares of S Co. to him. The parties ultimately agreed on a price of $200,000 for the plaintiff's shares. The defendant stated that he would revisit the compensation he had paid if he later sold S Co. for ''millions.'' More than one year later, the defendant sold S Co. for $8 million. Subsequently, although the plaintiff and the defendant arranged to meet, they were unable to agree on the plaintiff's request for additional compensation. Following a trial to the court, the trial court found in favor of the defendant on all counts of the plaintiff's complaint and in favor of the plaintiff on a counterclaim brought by the defendant, from which the plaintiff appealed and the defendant cross appealed to this court. Held: 1. The plaintiff could not prevail on his claim that the trial court's finding that the defendant proved by clear and convincing evidence that he engaged in fair dealing and full disclosure was clearly erroneous and was inconsistent with its finding that the defendant had made false representations to the plaintiff that S Co. was a ''dinosaur'' and was falling apart; the court rejected the plaintiff's claims of misrepresenta- tion, which the plaintiff had not claimed as error, and the evidence demonstrated that the plaintiff knew that his shares would be worth more if and when the defendant sold S Co., he knew that his shares were worth more at the time he sold them to the defendant, the plaintiff wanted to sell his shares to remove himself from family disputes, he willingly accepted only $200,000 because he was planning to build a new home and that this was his mistake, not based on misrepresentations made by the defendant, the court clearly found