Opinion
No. CV 03-0826809
June 14, 2005
MEMORANDUM OF DECISION
This matter is before the court on an objection to a fact-finder's report (#112). The fact-finder found that the plaintiff failed to prove that it entered into a contract with the remaining individual defendant. There were originally two individual defendants and a corporate defendant. The plaintiff withdrew the action against one of the individual defendants.
The fact-finder found that the corporate parties entered into a contract. That contract stated that it was by and between "Power Rock Industries and Kelly Brandon Walker . . . as duly authorized agent." The contract was signed "Kelly Walker P.R.I.V. President" and "Brandon Walker P.R.I., V. President." Neither Kelly for Brandon Walker signed the contract in their individual capacity. At issue here is a question of fact, namely whether the individual defendant is a party to the contract.
The standard of review the court applies when considering objections to an attorney fact-finder's finding is clear error. Meadows v. Higgins, 249 Conn. 155, 162, 733 A.2d 172 (1999); Gardner v. Piloto, 68 Conn.App. 448, 452, 791 A.2d 707 (2002) "It is axiomatic that [a] reviewing authority may not substitute its findings for those of the trier of facts. This principle applies no matter whether the reviewing authority is the Supreme Court . . . the Appellate Court . . . or the Superior Court reviewing the findings of . . . attorney trial referees . . . This court has articulated that attorney trial referees and fact-finders share the same function whose determination of the facts is reviewable in accordance with well-established procedures prior to the rendition of judgment by the court . . . The factual findings of a [trial referee] on any issue are reversible only if they are clearly erroneous . . . [A reviewing court] cannot retry the facts or pass upon the credibility of the witnesses . . . A finding of fact is clearly erroneous when there is no evidence in the record to support it . . . or when although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed." (Brackets in original: citations omitted; internal quotations omitted.) Id., see also, Meadows v. Higgins, supra, at 162, 733 A.2d 172.
The plaintiff argues that the defendant did not prove that Power Rock Industries existed. The defendant does not bear that burden. The plaintiff claimed that it contracted with the individual defendant. The plaintiff bears the burden of proving the allegations contained in the complaint. Northeast Enterprises v. Water Pollution Central Authority, 26 Conn.App. 540, 543, 601 A.2d 563 (1992). The clear and unambiguous terms of the contract constitute an agreement between entities rather than individuals. If the plaintiff's claim was that no corporation existed and that the individuals were merely doing business as Power Rock Industries and were therefore liable, the plaintiff bore the burden of proving that Power Rock Industries did not exist. The fact-finder simply found that the plaintiff failed to meet its burden of proof.
The fact-finder's decision is a proper application of the law to the facts found. An individual is only personally liable for performing a contract which he signed in his individual capacity and is not liable for a contract which he signed in his representative capacity as an officer of a corporation or other non-natural person. Marron and Sipe Bldg. and Contracting Corp. v. Flor, 22 Conn.App. 689, 580 A.2d 508 (1990), see also, Meyers v. Maglaris, 15 Conn.Sup. 29 (1913). The fact-finder found that the individual signers of the contract signed it in their representative capacities as officers of Power Rock Industries. Having signed the contract in their representative capacities, they are not personally liable for breach of the contract.
The facts found by the fact-finder are supported by the evidence and the court does not have a firm conviction that an error was made by the fact-finder. The fact-finder's decision was not clearly erroneous. The court overrules the objection to the fact-finder's decision.
BY THE COURT
V.L. Bryant, P.J.