Opinion
FSTCV185019566S
06-17-2019
WILTON RIDING CLUB, INC. v. CONNECTICUT COFFEE CO., LLC
UNPUBLISHED OPINION
OPINION
Hon. Edward R. Karazin, Jr., Judge Trial Referee
This case arises out of a dispute over the operation of a snack bar located on the plaintiff’s property. On July 26, 2018, the plaintiff, The Wilton Riding Club Incorporated, filed a three-count complaint against the defendants, The Connecticut Coffee Company, LLC, CBC Products, LLC, and Jamal Shilleh, alleging the following facts. On March 28, 2017, the parties entered into a contractual relationship whereby the defendants, acting as an outside vendor, agreed to manage and operate a snack bar located on the plaintiff’s property between May 27, 2017, and September 4, 2017, for the benefit of the plaintiff’s members and their guests. The defendants, by failing to manage and operate the snack bar in accordance with the terms of the rental agreement, materially breached the contract, causing the plaintiff to incur monetary damages. On June 6, 2018, the plaintiff commenced this cause of action by filing a writ summons and complaint. The plaintiff is identified as "The Wilton Riding Club" in the summons, and in the attached complaint is identified as "The Wilton Riding Club, Incorporated."
This motion, filed by defendants, CBC Products, LLC and Jamal Shilleh, does not concern the other defendant, The Connecticut Coffee Company, LLC.
The plaintiff’s claims sounding in breach of contract, breach of the implied covenant of good faith and fair dealing, and unjust enrichment are not at issue in this motion.
On March 19, 2019, the defendants filed a motion to dismiss the complaint for lack of subject matter jurisdiction on the ground that the plaintiff lacks standing to bring a cause of action because the plaintiff’s name listed on the writ and summons is a fictitious name and therefore, not a legal entity. The defendants filed a memorandum of law in support of their motion with attached exhibits. On March 28, 2019, the plaintiff filed a memorandum of law in opposition. The motion was heard at short calendar on May 3, 2019.
"A motion to dismiss ... properly attacks the jurisdiction of the court, essentially asserting that the plaintiff cannot as a matter of law and fact state a cause of action that should be heard by the court ... A motion to dismiss tests, inter alia, whether, on the face of the record, the court is without jurisdiction." (Internal quotation marks omitted.) Caruso v. Bridgeport, 285 Conn. 618, 627, 941 A.2d 266 (2008). "The motion to dismiss ... admits all facts which are well pleaded, invokes the existing record and must be decided upon that alone ... Where, however ... the motion is accompanied by supporting affidavits containing undisputed facts, the court may look to their content for determination of the jurisdictional issue and need not conclusively presume the validity of the allegations of the complaint." (Footnote omitted; internal quotation marks omitted.) Ferreira v. Pringle, 255 Conn. 330, 346-47, 766 A.2d 400 (2001). "The subject matter jurisdiction requirement may not be waived by any party, and also may be raised by a party, or by the court sua sponte, at any stage of the proceedings ..." (Internal quotation marks omitted.) Keller v. Beckenstein, 305 Conn. 523, 531-32, 46 A.3d 102 (2012).
"Because standing implicates the court’s subject matter jurisdiction, the plaintiff ultimately bears the burden of establishing standing." (Internal quotation marks omitted.) Manning v. Feltman, 149 Conn.App. 224, 231, 91 A.3d 466 (2014). "Standing is the legal right to set judicial machinery in motion. One cannot rightfully invoke the jurisdiction of the court unless [one] has, in an individual or representative capacity, some real interest in the cause of action ..." (Internal quotation marks omitted.) Tomlinson v. Board of Education, 226 Conn. 704, 717, 629 A.2d 333 (1993). "Standing is established by showing that the party claiming it is authorized by statute to bring suit or is classically aggrieved." (Internal quotation marks omitted.) Wilcox v. Webster Ins., Inc., 294 Conn. 206, 214, 982 A.2d 1053 (2009). "It is axiomatic that an action upon a contract or for breach of a contract can be brought and maintained by one who is a party to the contract sued upon ..." (Internal quotation marks omitted.) Id., 215.
"It is elemental that in order to confer jurisdiction on the court the plaintiff must have an actual legal existence, that is he or it must be a person in law or a legal entity with legal capacity to sue." (Internal quotation marks omitted.) Isaac v. Mount Sinai Hospital, 3 Conn.App. 598, 600, 490 A.2d 1024, cert. denied, 196 Conn. 807, 494 A.2d 904 (1985). "[A] fictitious or assumed business name, a trade name, is not a legal entity; rather, it is merely a description of the person or corporation doing business under that name." (Internal quotation marks omitted.) Greco Construction v. Edelman, 137 Conn.App. 514, 518, 49 A.3d 256 (2012).
The defendants argue that the plaintiff’s cause of action must be dismissed because the plaintiff’s business name, as listed in the summons, does not contain any of the words required by General Statutes § 33-665(1) or General Statutes § 34-243k, and therefore is not a legal entity that has standing to bring this cause of action. The plaintiff counters that it is a registered entity known as "The Wilton Riding Club, Incorporated," and that a basic search conducted on the Connecticut Secretary of State’s website confirms this fact. The plaintiff also asserts that its identity is set forth in numerous filings concerning this cause of action.
The plaintiff, in its objection to the defendants’ motion to dismiss, argues that its legal identity, as filed with the Connecticut Secretary of State’s office, is set forth in the following places: (1) the Notice of Application for Prejudgment Remedy (#100.30); (2) paragraph two of the affidavit of Craig Johnson (#100.35); (3) paragraph five of the proposed complaint (#100.32); (4) paragraph five of the complaint (#108.00); and (5) paragraph five of the first amended complaint (#141.00).
In support of their position, the defendants have cited several decisions where our Appellate Court dismissed cases in which plaintiffs filed causes of action using names other than their legal business names. Those cases are inapplicable to the facts in the present case because in each of those causes of action, the plaintiff commenced the lawsuit under its trade name. In the present case, however, the plaintiff did not bring its cause of action under a trade name. The plaintiff, instead, maintains that it commenced its cause of action under its legally recognized business name.
See America’s Wholesale Lender v. Pagano, 87 Conn.App. 474, 477, 866 A.2d 698 (2005) (holding that the plaintiff lacked standing where it brought a cause of action under its trade name, rather than its legal name); Greco Construction v. Edelman, 137 Conn.App. 514, 518-20, 49 A.3d 256 (2012) (concluding that where the plaintiff brought an action under its trade name, which also incorporated its surname, dismissal was required); America’s Wholesale Lender v. Silberstein, 87 Conn.App. 485, 488-89, 866 A.2d 695 (2005) (holding that the court lacked jurisdiction where the plaintiff filed its cause of action under its trade name).
General Statutes § 52-123 provides that "[n]o writ, pleading, judgment or any kind of proceeding in court or course of justice shall be abated, suspended, set aside or reversed for any kind of circumstantial errors, mistakes or defects, if the person and the cause may be rightly understood and intended by the court." "Our Supreme Court has explained that § 52-123 replaces the common-law rule that deprived courts of subject matter jurisdiction whenever there was a misnomer ... in. an original writ, summons or complaint ... When a misnomer does not result in prejudice to a party, the defect in the writ is circumstantial error." (Citation omitted; internal quotation marks omitted.) Western Boot & Clothing Co, Inc., v. L’enface Magique, Inc., 81 Conn.App. 486, 492, 840 A.2d 574, cert. denied 269 Conn. 903, 852 A.2d 737 (2004).
In the present case, the plaintiff, in filing its writ and summons (#100.32), listed its name as "The Wilton Riding Club." The plaintiff, in its complaint filed with the writ and summons, listed its name as "The Wilton Riding Club, Inc.," which is the named displayed on the Connecticut Secretary of State’s website. Thereafter, the plaintiff, throughout the complaint, continued to list its name as "The Wilton Riding Club, Inc."
Plaintiff’s exhibit B, attached to its affidavit in opposition to the defendants’ motion to dismiss, is a copy of the business inquiry results from the Connecticut Secretary of State’s website listing the plaintiff’s business name as "The Wilton Riding Club, Incorporated."
Therefore, the court finds that the defect in the plaintiff’s writ and summons was circumstantial and that this defect did not result in prejudice to the defendants since the plaintiff’s name is repeatedly listed in the complaint and subsequent filings as "The Wilton Riding Club, Inc." For the aforementioned reasons, the defendants’ motion to dismiss (#142.00) the plaintiff’s complaint is denied and the objection (#145.00) is sustained.
SO ORDERED.