Opinion
No. CVH-7337
March 2, 2011
MEMORANDUM OF DECISION
This is an action by the plaintiff, Wintonbury Mall Associates, LLC, relating to commercial retail space (hereinafter referred to as the "subject premises") located at the Wintonbury Mall, Bloomfield, Connecticut. The plaintiff has commenced this two-count breach of lease action for unpaid rent and other damages from the defendants. Defendant Lancto's special defense asserts, in essence, that he signed the subject contracts as an agent for the other named defendant.
On October 15, 2010, all parties were present for the trial of this matter. Testimony was taken and evidence was submitted before this court. The court has weighed all the evidence and assessed the testimony and credibility of the witnesses and reaches the conclusions set forth herein by a fair preponderance of the evidence.
BURDEN OF PROOF
"While the plaintiff is entitled to every favorable inference that may be legitimately drawn from the evidence, and has the same right to submit a weak case as a strong one, the plaintiff must still sustain the burden of proof on the contested issues in the complaint and the defendant need not present any evidence to contradict it." Lukas v. New Haven, 184 Conn. 205, 211 (1981). The general burden of proof in civil actions is on the plaintiff, who must prove all the essential elements of their cause of action by a fair preponderance of the evidence. Gulycz v. Stop Shop, 29 Conn.App. 519, 523, cert. denied. 224 Conn. 923 (1982). Failure to do so results in judgment for the defendant. Id. ". . . [W]hat is necessarily implied [in an allegation] need not be expressly alleged." Pamela B. v. Ment, 244 Conn. 296, 308 (1998).
STANDARD OF PROOF
The standard of proof in civil actions, a fair preponderance of the evidence, is "properly defined as the better evidence, the evidence having the greater weight, the more convincing force in your mind." (Internal quotation marks omitted.) Cross v. Huttenlocher, 185 Conn. 390, 394 (1981).
THE PROCEEDINGS
"The fact-finding function is vested in the trial court with its unique opportunity to view the evidence presented in a totality of the circumstances, i.e., including its observations of the demeanor and conduct of the witnesses and parties." (Internal quotation marks omitted.) Cavoli v. DeSimone, 88 Conn.App. 638, 646, cert. denied, 274 Conn. 906 (2005).
"It is well established that in cases tried before courts, trial judges are the sole arbiters of the credibility of witnesses and it is they who determine the weight to be given specific testimony . . . it is the quintessential function of the factfinder to reject or accept certain evidence . . ." (citations omitted; internal quotation marks omitted.) In re Antonio M., 56 Conn.App. 534, 540 (2000). "The sifting and weighing of evidence is peculiarly the function of the trier [of fact]." Smith v. Smith, 183 Conn. 121, 123 (1981). "[N]othing in our law is more elementary than that the trier [of fact] is the final judge of the credibility of witnesses and of the weight to be accorded to the testimony." (Citation omitted; internal quotation marks omitted.) Toffolon v. Avon, 173 Conn. 525, 530 (1977). "The trier is free to accept or reject, in whole or in part, the testimony offered by either party." Smith v. Smith, supra, 183 Conn. 123. "Then determination of credibility as a function of the trial court." Heritage Square, LLC v. Eoanou, 61 Conn.App. 329, 333 (2001).
"[T]he trier is free to juxtapose conflicting versions of events and determine which is more credible . . . it is the trier's exclusive province to weigh the conflicting evidence and determine the credibility of witnesses . . . the trier of fact may accept or reject the testimony of any witness . . . the trier can, as well, decide what — all, none, or some — of the witnesses' testimony to accept or reject." (Citations omitted; internal quotation marks omitted.) State v. Osborne, 41 Conn.App. 287, 291 (1996). The trial court's function as the finder is to draw whatever inferences from the evidence or facts established by the evidence it deems to be reasonable and logical." In re Christine F., 6 Conn.App. 360, 366, cert. denied 199 Conn. 808 (1986).
FINDINGS OF FACT
From November 1997 through September 2001, Margie's Fabrics Boutique (hereinafter referred to as "Margie's") occupied the subject premises pursuant to a lease between it and Wintonbury Associates, the landlord at that time. The term of the lease would expire in January 2003. There is a provision in the lease that provides a tenant option to extend the term of the lease for a period of five years.
In October 2001, the plaintiff, as the landlord's successor in interest, entered into a lease assignment and assumption under which Margie's Fabrics Boutique, the previous occupant of the premises, assigned all of its rights and interests in the lease agreement. Parson's Sewing Center assumed all of these rights and interests. Parson's exercised its option to extend the term of the lease by five years through January 2008. In October 2002, the base rent was reduced as a result of the plaintiff recapturing a portion of the subject premises. In October 2004, Parson's Sewing Center closed its store and vacated the premises. The last rental payment was made to the plaintiff in October 2004.
The defendants did not contest the amount of damages claimed by the plaintiff. There is also no dispute as to who signed all of the lease agreements executed between the parties. The contracts at issue were all signed by Kevin Lancto. The gravamen of this matter is the circumstances surrounding the signing of the agreements, and on whose behalf these agreements were signed.
The plaintiff and Mr. Lancto assert that these documents were signed by Mr. Lancto "on behalf of . . . Jay Danis husband of Hiedi (sic) Danis and with only his consent because [I] wouldn't be able to do so otherwise" (See Defendant Lancto's Special Defenses). Mr. Lancto testified that he received permission from Jay Danis, in Mr. Danis' capacity as manager of the business, to sign and enter into these lease extensions and agreements and as agent of Heidi Danis, the owner of the business. Mr. Lancto described in great detail the manner in which lease agreement negotiations with the plaintiff took place through him on behalf of Heidi Danis. Mr. Lancto further testified that over the course of his employment with the codefendant, he had signed other contracts and leases based on the authority of Jay Danis. Mr. Lancto testified credibly in this regard and the court credits his testimony.
Jay Danis testified that at no time did he authorize Mr. Lancto to enter into any lease extensions or agreements with the plaintiffs on his wife's behalf. Mr. Danis testified to the financial difficulties of the business. Heidi Danis testified to essentially the same position as Mr. Danis regarding Mr. Lanto's "unauthorized" activities. Ms. Danis did testify, after some equivocation, that her husband did have the ability to enter into contractual agreements and to authorize others to do the same. Both Danises testified that they had no knowledge, prior to the initiation of this action, of Mr. Lancto had entering into either the lease assumption and extension or the lease amendment. The claim from the Danises is that Mr. Lancto acted on his own to fulfill his dream of running his own store.
DISCUSSION
The plaintiff asserts that Kevin Lancto acting as an authorized agent for Heidi Danis, entered into the subject agreements. Therefore, the plaintiff asserts that Heidi Danis is liable for the damages in this matter. Kevin Lancto agrees with the plaintiff's assertion and provided testimony in support of his position.
It is well settled that "[t]he nature and extent of an agent's authority is a question of fact for the trier where the evidence is conflicting or where there are several reasonable inferences which can be drawn." (Internal quotation marks omitted.) Il Giardino, LLC v. Belle Haven Land Co., 254 Conn. 502, 531, 757 A.2d 1103 (2000); see also Czarnecki v. Plastics Liquidating Co., 179 Conn. 261, 268, 425 A.2d 1289 (1979).
It is a general rule of agency law that the principal in an agency relationship is bound by, and liable for, the acts in which his agent engages with authority from the principal, and within the scope of the agent's employment. See Connecticut National Bank v. Giacomi, 242 Conn. 17, 70, 699 A.2d 101 (1997); Hartford Accident Indemnity Co. v. South Windsor Bank Trust Co., 171 Conn. 63, 70, 368 A.2d 76 (1976). An agent's authority may be actual or apparent. Hallas v. Boehmke Dobosz, Inc., CT Page 5826 239 Conn. 658, 674, 686 A.2d 491 (1997). Actual authority exists when "[an agent's] action [is] expressly authorized by resolution of the board of directors . . . [is] impliedly authorized by the board of directors . . . or . . . although not authorized, [is] subsequently ratified by the board of directors." Czarnecki v. Plastics Liquidating Co., supra, 179 Conn. 268. Apparent authority is that semblance of authority that a principal, through its own acts or inadvertences, causes or allows third persons to believe the principal's agent possesses. See Hallas v. Boehmke Dobosz, Inc., supra, 674.
"Actual authority may be express or implied . . . Implied authority is actual authority circumstantially proved. It is the authority which the principal intended his agent to possess." (Internal quotation marks omitted.) Czarnecki v. Plastics Liquidating Co., 179 Conn. 261, 268 (1979). "Implied authority is a fact to be proven by deductions or inferences from the manifestations of consent of the principal and from the acts of the principal and the agent." Fireman's Fund Indemnity Co. v. Longshore Beach Country Club, Inc., 127 Conn. 493, 498 (1941).
"To avoid personal liability, an agent must disclose to the party with whom he deals both the fact that he is acting in a representative capacity and the identity of his principal . . . the agent is not liable where, acting within the scope of his authority, he contracts with a third party for a known principal . . . an agent, by making a contract only on behalf of a competent disclosed principal whom he has the power to bind, does not thereby become liable on the contract for the principal's nonperformance . . . unless otherwise agreed, a person making or purporting to make a contract with another as agent for a disclosed principal does not become a party to the contract." (Internal citations omitted; internal quotations omitted.) Rich-Taubman Assoc. v. Commissioner of Revenue Services, 236 Conn. 613, 619 (1996).
Based on the totality of the evidence, this court finds that Kevin Lancto had implied actual authority from Heidi Danis through Jay Danis to enter into the subject contracts. Accordingly, this court finds Kevin Lancto is not liable for the damages resulting from the subsequent breach and that Heidi Danis is liable on the contract for the subsequent breach. The court finds that the plaintiff has established the second count of its complaint by a fair preponderance of the evidence.
CT Page 5827
ORDER
The court awards damages to the plaintiff from the defendant Heidi Danis in the amount of $57,671.00. The court further awards attorneys fees to the plaintiff from this same defendant in the amount of $12,811.69. The total amount of the judgment for the plaintiff from defendant Heidi Danis a/k/a/ Heidi Danis d/b/a/ Parson's Sewing Center is $70,482.69. The court finds no liability as to defendant Kevin Lancto.