Can You Fix a Mistake in a Contract after Everyone Signs It?
The answer is – sometimes. A recent case in Connecticut provides an example of how courts can offer a remedy for unilateral and mutual mistakes in a contract by an action for contract reformation. The case was Stamford Property Holdings, LLC v. Dorian Jashari, et al. In the case, a plaintiff lessor sued defendant lessees, […]
Can You Seek Damages if You Lose Business Based on an Opponent’s Conduct During Litigation?
Ordinarily, if someone acts in bad faith, or with malice, and interferes with a contract causing lost profits, a party can potentially bring a claim in court for tortious interference with contractual relations. However, the claim is likely unavailable if the basis for the claim arises from a pending litigation case. For example, assume you […]
You Must Prove Damages With Reasonable Certainty In Business Lawsuits
Determining if you have provable damages is often the first step in analyzing whether to pursue a business lawsuit as a shareholder, partner, or member of a limited liability company. Likewise, if you have been sued as a result of a partnership or shareholder dispute, reviewing the exposure or possible damages you face is an […]
Do Members of LLCs Owe A Fiduciary Duty To Each Other in CT?
A limited liability company is essentially a combination or mix of a corporation and a partnership. The LLC as an entity provides the flexibility of a partnership with the ability to govern and create ownership interests similar to a corporation. The legislature codified the framework for LLCs in Connecticut in Title 34, Chapter 613 of […]
Lost Profits Must Be Reasonably Certain for Breach of Contract Claims
The burden to prove damages is always on the Plaintiff, or the party that brings the lawsuit. Many times I receive calls from prospective clients who believe they have significant amount of damages. However, under Connecticut law damages are only recoverable to the extent that the evidence affords a sufficient basis for estimating their amount […]
Supreme Court Offers Another Reminder on Personal Liability for Corporate Officers
Can an officer of a corporation face personal liability in a business transaction? The Connecticut Supreme Court clearly stated that personal liability exists for corporate officers in certain circumstances. The case is Coppola Construction Company, Inc. v. Hoffman Enterprises Limited Partnership. The sole issue on appeal was "whether a corporate principal or officer may be […]
What To Do If You Suspect Your Business Partner Is Stealing – Some Basics
In any case involving theft by a business partner or business dispute, it is very important to have an understanding of the basic issues and legal framework. Although these cases often involve complex problems, you cannot determine a good course of action without starting with the basics. Here are 5 of the basic issues […]
Is It Fair to Claim That The Current US Supreme Court Is Pro-Business?
The New York Times this past Sunday had an article detailing how many times the Roberts court ruled in favor of business interests (61%). Debra Weiss of the ABA Journal writes about the article and some other findings noting that the Roberts court ruled in favor of the same side supported by the U.S. Chamber of […]
Constructive Trusts In Connecticut For Fraud and Unjust Enrichment
In business litigation in Connecticut, attorneys many times seek to impose a constructive trust over assets or income connected to wrong doing, breach of fiduciary duty, or fraud by business partners or agents. In a decision to be officially released on November 23, 2010, the Appellate Court upheld a trial court’s imposition of a constructive trust over […]
Does A Limited Liability Company Protect Its Members From Personal Tort Liability?
Not always. An individual member of an LLC or an officer of a corporation may be individually liable for their own torts. This rule is well settled and the Connecticut Supreme Court reaffirmed it in Strum v. Harb Development, which will be officially released on August 31, 2010. Business owners often chose to a form a […]