Savings Bank v. Ret Company, Inc., No. Cv 94 0054891 S (May 9, 1994)

[EDITOR'S NOTE: This case is unpublished as indicated by the issuing court.] [MEMORANDUM OF DECISION (RE: MOTION TO BE MADE A PARTY DEFENDANT)] The plaintiff in this action seeks to have a receiver appointed to conduct the affairs of RET Company, Inc. (RET). RET is not an operating business and it has one asset, a tract of land, which the plaintiff wants sold by a receiver, with the proceeds of the sale to be applied to a mortgage deed and note from RET to the plaintiff, said note being in default.

The plaintiff bank owns 100% of the preferred stock and 50% of the common stock of RET. The persons moving to be made party defendants Werner Kunzli and Alan Williams, each own 25% of the common stock of RET. All shares (common and preferred) are voting shares.

The plaintiff opposes the request of Kunzli and Williams to be made parties, claiming it is not seeking relief against them individually (although both Kunzli and Williams are guarantors of the note in question), and that General Statutes § 33-382(c) states "it shall not be necessary to make shareholders parties thereto unless relief is sought against them personally." While relief may not be being sought against Kunzli and Williams at this time, it is a likely scenario that their liability as guarantors will be pursued, and that the plaintiff will not waive its right to do so.

The decision of whether to allow the addition of a party to a pending legal proceeding generally rests in the sound discretion of the court. [A. Secondino Sons, Inc. v. Loricco,]19 Conn. App. 8, 14 (1989); [Lettieri v. American Savings Bank,]182 Conn. 1, 13, (1980). Section § 33-382(c) does not take away that discretion.

Kunzli and Williams are the only shareholders of this Corporation aside from the plaintiff. Their financial and property interests will be directly affected by the proceedings in this action. Their requests are timely, made and will assist the Court CT Page 5002 to make a complete determination of the issues involved. See [Lettieri v. American Savings Bank,] supra.

The motions of Werner Kunzli and Alan Williams to join this action as defendants are granted.

Klaczak, J.