David Caron Chrysler Motors, LLC v. Goodhall's, Inc.
David Caron Chrysler Motors, LLC v. Goodhall's, Inc.
Opinion of the Court
Opinion
The plaintiffs, David Caron Chrysler Motors, LLC, and David A. Caron, appeal from the judgment of the trial court in favor of the defendants, Good-hall’s, Inc., Goodhall’s Garage, Inc., and Lucille
The following facts found by the court are relevant to our discussion. In the mid-1950s, Wallace Goodhall, Jr., opened a service station located at 2 Mashapaug Road in Union. Thereafter, Wallace Goodhall, Jr., secured a Chrysler franchise, and that business became known as Goodhall’s Chrysler-Plymouth-Dodge-Jeep-Eagle, LLC. Wallace Goodhall, Jr., maintained ownership of the land through his corporation, Goodhall’s Garage, Inc. In 1996, he sold the business to Jerry L. Yost and leased the land and building to Yost with an option to purchase.
In our view, the court must be credited with finding what it stated it found, not what we want to impute from
At best, the court’s finding is ambiguous. It is axiomatic that “[a]n articulation is appropriate where the trial court’s decision contains some ambiguity or deficiency reasonably susceptible of clarification.” (Internal quotation marks omitted.) Nicefaro v. New Haven, 116 Conn. App. 610, 617, 976 A.2d 75, cert. denied, 293 Conn.
The judgment is affirmed.
In this opinion BEACH, J., concurred.
It is not clear from the pleadings why Caron and Wallace Goodhall, Jr., were .made parties in their individual capacities, but neither party ever sought a ruling from the trial court on that issue, so it is not before us.
The lease ran from Goodhall’s, Inc., to Goodhall’s Chiysler-PlymouthDodge-Jeep-Eagle, LLC.
The dissent argues that the court’s use of the term “parties” shows that “the trial court clearly found that there was no lease between David Caron Chrysler Motors, LLC, and Goodhall’s, Inc.” It supports that contention with two findings made by the court: (1) “[t]here were negotiations between the parties (GoodhaH’s, Inc., and David Caron [or] Caron Chrysler Motors, LLC),” and (2) “[t]he fact is, there was never any contract between the parties to this action.” According to the dissent, the two statements, taken together, make clear that the latter statement “could only mean that there was no lease between either of the named defendants.” We do not agree. The court also found that “there was never any contract between the parties to this action. Caron made an unwise business decision to purchase the Yost business in spite of his awareness that Goodhall had to approve any assignment of the lease.” (Emphasis added.) In view of that finding, it is far from clear whether the court’s use of the term parties includes anything more than David Caron and Goodhall. Rather, it is ambiguous.
Dissenting Opinion
dissenting. I respectfully dissent from the majority’s conclusion that the judgment of the trial court in favor of the defendants, Goodhall’s, Inc., Good-hall’s Garage, Inc., and Lucille Goodhall, administratrix of the estate of Wallace Goodhall, Jr., should be
I do not agree that the plaintiffs needed to seek an articulation and, therefore, I do not presume that the judgment of the court that no enforceable lease between the parties existed should be affirmed for failure of the plaintiffs to seek articulation. I would conclude that the court clearly found that there was no lease between David Caron Chrysler Motors, LLC, and Goodhall’s, Inc. Furthermore, I would conclude that this finding is clearly erroneous, because a change in the name of the limited liability company, particularly, Goodhall’s Chrysler-Plymouth-Dodge-Jeep-Eagle, LLC, to David Caron Chrysler Motors, LLC, did not affect the latter’s entitlement to claim under a lease that was entered into by its predecessor. I would, therefore, reverse the judgment in favor of the defendants and remand the case to the trial court to determine the rights and liabilities of the parties pursuant to the lease.
I
In resolving whether a motion for articulation was necessaiy, we must refer to the court’s memorandum of decision. I would conclude, for the reasons, hereinafter discussed, that a motion for articulation of the court’s memorandum was not needed.
The court made two statements in its memorandum that relate to whether there was or was not a lease between Goodhall’s, Inc., and David Caron Chrysler Motors, LLC. The first statement was, “[t]he fact is, there was never any contract between the parties to this
David Caron, individually, did not allege in his complaint that he had a lease with any of the defendants. The corporate entity, David Caron Chrysler Motors, LLC, did allege that it had a lease with Goodhall’s, Inc. On the basis of the allegations in the complaint, the court’s finding that “there was never any contract between the parties” makes it clear that the term parties included David Caron Chrysler Motors, LLC. See Stein v. Tong, 117 Conn. App. 19, 26, 979 A.2d 494 (2009) (“The purpose of the complaint is to limit the issues to
The majority bases the need for the articulation on the conclusion that the use of the word “Caron” excludes David Caron Chrysler Motors, LLC, because the court’s memorandum states that David Caron in 1997 “was told by his attorney . . . that he might want to look into the Yost owned dealership,” which Jerry L. Yost had purchased from Wallace Goodhall in 1996. In 1997, David Caron Chrysler Motors, LLC, did not yet exist, and, therefore, the statement could not be analyzed to conclude that whenever “Caron” was used in the memorandum, it meant David Caron individually and not the limited liability company. I agree that whenever the name “Caron” is used in the decision, it refers to David Caron individually because the statements refer to events occurring before May 24, 1999, the date Jerry Yost’s Chrysler Motors, LLC, became David Caron Chrysler Motors, LLC. Therefore, I do not believe that the limited liability company was excluded from such statements for any reason other than the fact that the limited liability company did not yet exist in the context of the statements.
Furthermore, the court made other findings of fact in its memorandum of decision that make it clear that it found that there was no lease between David Caron
II
Having determined that the court found that there was no lease between David Caron Chrysler Motors, LLC, and Goodhall’s, Inc., I can review this finding on appeal. The scope of appellate review depends on the characterization of the rulings made by the trial court. “To the extent that the trial court has made findings of fact, our review is limited to deciding whether such findings were clearly erroneous. When, however, the trial court draws conclusions of law, our review is plenary and we must decide whether its conclusions are legally and logically correct and find support in the facts that appear in the record.” Morton Buildings, Inc. v. Bannon, 222 Conn. 49, 53, 607 A.2d 424 (1992). “A lease is a contract and questions concerning it are determined in accordance with usual contract law. . . . Whether a contract exists is a question of fact or a mixed question of fact and law for the court to determine.” (Citation omitted; internal quotation marks omitted.) Amwax Corp. v. Chadwick, 28 Conn. App. 739, 741, 612 A.2d 127 (1992). In the present case, the question of whether a contract existed did not depend on the credibility of the parties but, rather, on the record, and raises
The following facts were either admitted by the defendants in their answer to the plaintiffs’ complaint
I would conclude, for the following reasons, that the court’s finding that there was no lease agreement between Goodhail’s, Inc., and David Caron’s Chrysler Motors, LLC, was not legally and logically correct. The defendants admitted in their answer that David Caron Chrysler Motors, LLC, is the same legal entity as Good-hall’s Chrysler-Plymouth-Dodge-Jeep-Eagle, LLC, the name that appears on the lease. The defendants also admitted in their answer that the entity, Goodhall’s Chrysler-Plymouth-Dodge-Jeep-Eagle, LLC, has changed its name twice since the signing of the lease, to Jerry Yost’s Chrysler Motors, LLC, on July 14, 1997, and then to David Caron Chrysler Motors, LLC, on May 24, 1999.
It is well established in corporate law that a change in name does not affect the identity, rights, or liabilities of the corporation. See Trinity Church v. Hall, 22 Conn.
“A corporation name change does not affect the rights of the corporation or lessen or add to its obligations, and has no effect on the corporation’s property. Thus, a corporate name change does not affect the liability of the corporation, including contractual liability. Moreover, there is no need for a formal assignment of trademark rights from a corporation under an old name to a corporation under a new name.” 18A Am. Jur. 2d, Corporations § 240 (2004); see also 18 C.J.S. 438-39, Corporations § 140 (2007) (“The change of a corporation’s name is not a change of its identity and has no effect on the corporation’s property, rights, or liabilities .... The change does not affect the title of the corporation to property or choses in action, or require any
Because a change in name to David Caron’s Chrysler Motors, LLC, from the original name of Goodhall’s Chrysler-Plymouth-Dodge-Jeep-Eagle, LLC, does not affect the entity’s ability to enforce contracts made in its previous name, the court’s finding that “there was never any contract between the parties to this action” is not legally and logically correct. The tenant, David Caron Chrysler Motors, LLC, under the lease, dated June 20, 1996, was entitled to bring an action against the landlord, Goodhall’s, Inc., pursuant to the lease. The court found that Caron’s purchase of a majority interest of the business was without the landlord’s permission and would constitute a breach of the terms of the lease. Nevertheless, according to the terms of the lease, the lease would not automatically terminate.
I would reverse the judgment in favor of the defendants and remand the case to the trial court to determine the rights and liabilities of the parties pursuant to the lease.
In a previous paragraph of the memorandum of decision, before this statement, the court states that “[t]here were negotiations between the parties (Goodhall’s, Inc., and David Caron [or] David Caron Chrysler Motors, LLC) . . . .” Therefore, the court describes the term parties to include Goodhall’s, Inc., David Caron and David Caron Chrysler Motors, LLC.
Plenary review also would be appropriate if the questions were determined to be a mixed question of fact and law. See Phillips v. Warden, 220 Conn. 112, 131, 595 A.2d 1356 (1991).
“[T]he admission of the truth of an allegation in a pleading is a judicial admission conclusive on the pleader. ... A judicial admission dispenses with the production of evidence by the opposing party as to the fact admitted, and is conclusive upon the party making it.” (Internal quotation marks omitted.) Mercer v. Cosley, 110 Conn. App. 283, 301, 955 A.2d 550 (2008).
Specifically, the record reveals that Caron bought a 75 percent interest in Jerry Yost’s Chrysler Motors, LLC.
The lease stated: “Except as expressly otherwise provided in this Article, neither this Lease nor any part hereof, nor the interest of Tenant in any sublease or the rentals thereunder, shall, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant, Tenant’s legal representatives or successor in interest, and neither the Demised Premises nor any part thereof shall be encumbered in any manner by reason of any act or omission on the part of Tenant, or anyone claiming, under or through, Tenant, or shall be sublet or be used, occupied or utilized for desk space, mailing privileges, or any other purpose for or by any other [principals] or entities other than Tenant, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. If Tenant is other than an individual, a transfer in any single transaction
General Statutes § 34-121 provides in relevant part: “The articles of organization of a limited liability company . . . shall set forth ... [a] name for the limited liability company that satisfies the requirements of section 34-102
General Statutes § 34-122 (b) provides: “The articles of organization may be amended in any and as many respects as may be desired, so long as the articles of organization as amended contain only provisions that may be lawfully contained in articles of organization at the time of making the amendment.”
Pursuant to General Statutes §§ 33-636 and 33-655, the certificate of incorporation shall set forth a corporate name for the corporation, and a corporation may amend the certificate of incorporation at any time. Similarly, in the articles of incorporation, a limited liability company’s name shall be set forth and may be amended at any time. See 1 L. Ribstein & R. Keatinge, Limited Liability Companies (2d Ed. 2007) § 4:19, p. 4-55 (“As with LLCs, the corporate name serves to identify the firm and to notify third parties of the incorporated nature of the firm. Accordingly, rules regarding corporate name are similar to those regarding LLC names.”).
Pursuant to the terms of the lease, a tenant’s default does not automatically terminate the lease. Section 20.02 of the lease provides that “if Tenant shall (i) do or permit anything to be done, whether by action or inaction contrary to any of Tenant’s obligations hereunder, or (ii) default in the performance of any covenant or condition of this Lease . . . Landlord may (in addition to any and all rights at law or in equity) re-enter and remove all persons and Tenants Property and/or other property from the Demised
Furthermore, § 20.03 of the lease provides: “Should Landlord elect to reenter, as herein provided, or should he take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord may terminate this Lease, and/or malee such alterations and repairs as may be necessary in order to relet the Demised Premises .... No such re-entry or taking possession of Demised Premises by Landlord shall be construed as an election on its part to terminate this Lease unless written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach.”
Last, § 26.01 of the lease requires that “[a]ny notice, statement, demand or other communication required or Permitted to be given, rendered or made by either Party to the other, Pursuant to this Lease . . . shall be in writing, (whether or not so stated elsewhere in this Lease) . . . .” See Robinson v. Weitz, 171 Conn. 545, 551-52, 370 A.2d 1066 (1976).
Reference
- Full Case Name
- David Caron Chrysler Motors, LLC, Et Al. v. Goodhall’s, Inc., Et Al.
- Cited By
- 4 cases
- Status
- Published