Hadji v. Snow

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Hadji v. Snow

ANDREAS S. HADJI v. PATRICK T. SNOW ET AL.
(AC 46668)
Elgo, Suarez and Seeley, Js.

Syllabus

The defendants, a real estate developer, S, and six limited liability companies
that S owned or controlled, appealed from the trial court’s judgment for
the plaintiff on his breach of contract claim and with respect to special
defenses and a counterclaim filed by the defendants. The defendants
claimed, inter alia, that the court improperly determined that there was
proper consideration to support the parties’ written agreement relating to
the plaintiff’s employment. Held:

The trial court’s implicit finding that S had apparent authority to bind the
defendant F Co. to the agreement was not clearly erroneous because F Co.,
by placing S in a position of authority as the manager of the company and
permitting him to carry on business for the company, created an appearance
that S had authority to manage the company, which could have included
entering into an employment contract with an employee on behalf of F Co.,
and the plaintiff reasonably could have believed that S had authority to
enter into the agreement on behalf of F Co.

The defendants’ claim that the trial court improperly determined that there
was proper consideration to support the agreement as to each of the defen-
dant companies failed because the defendants did not address the court’s
findings that the plaintiff’s promises to continue to perform work for the
defendant companies after the execution of the agreement and to relinquish
his membership interest in one of the defendant companies constituted
adequate consideration for the defendants’ promise to make payments to
the plaintiff as set forth in the agreement, and, accordingly, the defendants
failed to meet their burden of demonstrating error in the court’s ruling.

This court declined to review the defendants’ claims that the trial court
improperly failed to find that the interest charged under the agreement was
unconscionable and that certain correspondence between the plaintiff and
S was part of the agreement, as those claims were inadequately briefed.

The damages awarded to the plaintiff by the trial court incorrectly included
duplicative base damages, and, accordingly, this court reversed the judgment
as to the damages award and remanded the case with direction to render
judgment in an amount that included base damages and the plaintiff’s calcula-
tion of the interest owed, which the defendants did not challenge on appeal.

Argued November 14, 2024—officially released June 3, 2025
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Hadji v. Snow

Procedural History

Action to recover damages for, inter alia, breach of
contract, and for other relief, brought to the Superior
Court in the judicial district of New Britain, where the
court, Morgan, J., granted the plaintiff’s motion to cite
in Oman Trust, LLC, as a defendant; thereafter, the
named defendant et al. filed a counterclaim; subse-
quently, the case was tried to the court, Knox, J.; judg-
ment for the plaintiff, from which the named defendant
et al. appealed to this court. Reversed in part; judgment
directed.
Ross G. Fingold, for the appellants (named defendant
et al.).
Ryan P. Driscoll, for the appellee (plaintiff).
Opinion

SEELEY, J. In this action for breach of contract, the
defendants Patrick T. Snow, a real estate developer,
and six limited liability companies owned and/or man-
aged by Snow (defendant companies)1 appeal from the
judgment rendered by the trial court in favor of the
plaintiff, Andreas S. Hadji, on count one of this action
alleging breach of a written agreement, dated August
30, 2018 (agreement), that was entered into between
the plaintiff and Snow, individually and on behalf of the
defendant companies, and with respect to six special
defenses and a counterclaim filed by the defendants.2
1
The six companies are Premier Real Estate Services of Connecticut,
LLC; Columbus Commons, LLC; CCCA, LLC; Tunxis Road Associates, LLC;
Finishers Court, LLC; and JPG Partners, LLC. In this opinion, we refer to
these companies collectively as the defendant companies and individually
by name when necessary.
2
In March, 2022, the plaintiff filed a motion, which was granted by the
court, to cite in as a defendant Oman Trust, LLC. According to the plaintiff,
Snow had fraudulently conveyed to Oman Trust, LLC, certain real property
that was the subject of an attachment in accordance with a prejudgment
remedy that previously had been granted to the plaintiff. The plaintiff there-
after amended his complaint to add a third count to allege a claim for
fraudulent conveyance. In his posttrial brief, however, the plaintiff stated
that he no longer was asserting the fraudulent conveyance claim in count
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Hadji v. Snow

On appeal, the defendants claim that the trial court
improperly (1) rejected their second special defense,3
in which they alleged, inter alia, that Snow did not have
apparent authority to enter into the agreement on behalf
of the defendant Finishers Court, LLC (Finishers
Court),4 (2) determined that there was proper consider-
ation to support the agreement as to each of the defen-
dant companies, (3) rejected their contention that the
interest charged under the agreement was unconsciona-
ble, (4) determined that the written agreement consti-
tuted the entire agreement between the parties, and
(5) calculated damages by double counting the base
amount of damages.5 We agree with the defendants’ last
claim only and reverse the judgment in part.
The following facts, either stipulated to by the plain-
tiff or which the court reasonably found, and procedural
history are relevant to this appeal. Snow is a real estate
three because the property had been transferred back to Snow. Oman Trust,
LLC, is not involved in this appeal. Therefore, our references to the defen-
dants in this opinion are to Snow and the defendant companies only.
3
We note that, although the defendants’ second special defense alleges
that ‘‘[t]here was no authority for the execution of the agreement by . . .
Snow on behalf of the various entities,’’ on appeal the defendants challenge
only the court’s determination regarding Snow’s authority to bind Finishers
Court, LLC, to the agreement. We therefore limit our review accordingly.
4
The defendants also claim that the court improperly found that Snow
had actual authority to enter into the agreement on behalf of Finishers
Court. Specifically, in their principal appellate brief, they assert that, ‘‘if the
memorandum of decision is read to indicate a finding that Snow had actual
authority [to bind Finishers Court], such finding was clearly erroneous
. . . .’’ We do not read the court’s decision as finding that Snow had actual
authority to bind Finishers Court. In its decision, the court set forth the
companies on behalf of which Snow had actual ‘‘authority to enter into the
agreement with the plaintiff.’’ Finishers Court was not listed as one of those
companies. Instead, in addressing Snow’s authority to act on behalf of
Finishers Court, the court limited its discussion to whether Snow had appar-
ent authority to bind Finishers Court to the agreement. Accordingly, we
need not address the defendants’ claim regarding actual authority and limit
our review to the court’s finding regarding apparent authority.
5
We note that we address the claims on appeal in an order different from
how the claims are set out in the defendants’ appellate brief.
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developer and the owner/manager of the six defendant
companies involved in this action. Those companies,
which each have a principal business address of either
110 Court Street or 110 Court Street, Suite 1, in Crom-
well, include the defendant Premier Real Estate Ser-
vices of Connecticut, LLC (Premier), a real estate devel-
opment company; the defendant Columbus Commons,
LLC (Columbus Commons), which owns fourteen town
houses in New Britain; the defendant CCCA, LLC
(CCCA), which is the condominium association for
Columbus Commons; the defendant Tunxis Road Asso-
ciates, LLC (Tunxis Road), which owns twenty apart-
ments in Bristol; Finishers Court, which owns a twenty
unit apartment complex in East Berlin; and the defen-
dant JPG Partners, LLC (JPG), which, at one point, had
an interest in Finishers Court. Each company has a
separate operating agreement, and Snow is either the
sole member, managing member, and/or manager of
Premier, Columbus Commons, CCCA, and Tunxis Road.
Finishers Court has two founding members, namely,
Snow and Gary S. Radler, who is not a party to this
action, with each having a 50 percent membership inter-
est. Snow, however, is the managing member of Finish-
ers Court. The trial court specifically found in its memo-
randum of decision that Snow, ‘‘[a]s either the sole or
managing member of these corporations . . . con-
trolled the defendant companies . . . .’’6
In its memorandum of decision, the court set forth
the following additional findings. ‘‘In 2014 . . . Snow
hired the plaintiff to work for his businesses. The plain-
tiff, prior to working with Snow and the defendant com-
panies, had previously worked for a property manage-
ment company, primarily leasing units owned or
6
Snow also owns Diamond Estates, LLC, a construction company that is
not a party to this action. Diamond Estates, LLC, performs construction
services for the defendant companies, including budgeting and coordinating
work performed by subcontractors.
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managed by his employer. The plaintiff was interested
in further expanding his professional experience in real
estate development and management and accepted a
position with . . . Snow, who was a member of various
businesses which performed such work. . . .
‘‘It is undisputed that at all relevant times, Snow and
the defendant companies were engaged in the business
of real estate development, construction management,
and property management. When [the plaintiff] started
working for Snow and the defendant companies, he
was initially doing the type of work he had performed
at his prior employment, namely, property management
and leasing. However, it was his expectation, which he
communicated to Snow, that he would gain additional
responsibilities in the broader area of real estate devel-
opment, and this in fact happened. The plaintiff became
more involved in the real estate development for Snow
and the defendant companies. In sum, the plaintiff credi-
bly testified about the services he provided for Snow
and the defendant [companies]. He did the work as
directed by Snow for the various entities, working forty
to sixty hours per week.
‘‘The plaintiff’s compensation while employed by
Snow was minimal7 and sporadic.8 In 2018, the plaintiff’s
7
The plaintiff testified that, when he started working for Snow, he per-
formed services for all of the defendant companies and that he did not
receive a weekly paycheck. When questioned on cross-examination, the
plaintiff acknowledged that, during the time period of 2014 to 2018, he had
received monies from Snow but could not recall the exact amount. Snow
testified that he had paid the plaintiff around $110,000 during that time
period.
8
‘‘[Snow] testified that the plaintiff received payments from Diamond
Estates, LLC, a nonparty. Snow explained that Diamond Estates [LLC] was
the construction side of his businesses. The testimony of Snow that the
plaintiff worked for only the construction side of the business is not credible
in light of the detailed testimony by the plaintiff about the work he performed
for Snow and the defendant [companies]. As for the alleged third-party
payments, the payments were only generated the night before trial. More-
over, Snow conceded that the payments were not to be credited against the
contractual amounts due under the agreement.’’
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wife’s employment required the family to relocate to
another state. [The plaintiff] advised Snow that he
would also be leaving Connecticut to be with his family.
However, in order to facilitate an orderly wrap up of
their relationship, the plaintiff agreed to stay in Con-
necticut to continue working for Snow on some ongoing
projects. The parties also discussed [the plaintiff’s]
compensation for work performed, compensation for
work to be performed while he remained in Connecticut
after his family departed, and compensation for relin-
quishment of [the plaintiff’s] membership interest in
Columbus Commons.9
‘‘On August 30, 2018, the parties entered into and
executed a written agreement, which is the subject of
this contract action.10 The agreement was executed by
9
The plaintiff testified that Snow had given him an 18 percent equity
interest in Columbus Commons and that he did not have to pay for it.
10
The agreement provides in relevant part: ‘‘For compensation for work
performed over the last four years (March 2014 to [p]resent) and equity
promised . . . Snow . . . and his [c]ompanies (Premier . . . Columbus
Commons . . . CCCA . . . Tunxis Road . . . Finishers Court . . . [and]
JPG . . .) jointly and severally agree to pay [the plaintiff] . . . as follows
. . . .’’ For short-term compensation, the agreement lists day care reimburse-
ment of $8000 by September 15; credit card reimbursement of $6000 by
September 15; a second credit card reimbursement of $6000 by October 1;
free rent and accommodations at an apartment in Bristol until the plaintiff
moves to Atlanta; airfare to Atlanta every other week until the plaintiff
moves to Atlanta; and monthly payments of $2000 for six months beginning
February 1, 2019, through July 31, 2019. For long-term compensation, the
agreement lists monthly payments of $5000 for five years beginning August
1, 2019, through July 31, 2024; and a final payment of $130,000 by August
1, 2024. Pursuant to the agreement, ‘‘[a]ny late payment(s) will accrue 1.5
[percent] compounded monthly interest. Any missed payment(s) totaling
more than $20,000 is considered a material breach and will result in the
entire unpaid balance of the whole agreement being due and payable within
[sixty] days. [Snow] and his [c]ompanies are jointly and severally liable for
all payments due under this [a]greement.’’ The agreement further prohibits
Snow from selling or transferring Columbus Commons, Tunxis Road, Finish-
ers Court and JPG, and provides that Snow will remove the plaintiff as a
member of Columbus Commons effective January 1, 2019, and that the
plaintiff would ‘‘receive 100 [percent] of any [depreciation] and or losses
for tax year 2018 for Columbus Commons . . . .’’ At the bottom of page
two of the agreement, Snow’s name is printed, with the following notation
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[the plaintiff] and Snow, in his individual capacity and
on behalf of the [defendant companies]. The agreement
established two forms of compensation for the plaintiff:
short-term compensation and long-term compensation.
The short-term compensation included day care reim-
bursement, credit card reimbursement, accommoda-
tions, air travel and monthly payments. The long-term
compensation included monthly payments of $5000 for
five years beginning August 1, 2019, through July 31,
2024, with a final additional payment of $130,000 by
August 1, 2024. The agreement provided that any late
payment would accrue 1.5 percent compounded
monthly interest. The agreement provided that ‘any
missed payment(s) totaling more than $20,000 is consid-
ered a material breach and will result in the entire
amount being due and payable within [sixty] days.’ The
agreement provides that Snow and the defendant [com-
panies] are jointly and severally liable for all payments
under the agreement.
‘‘The plaintiff credibly testified that, except for pro-
viding airfare on several occasions and providing
accommodations, the defendants failed to meet their
contractual obligations. With the exception of one pay-
ment in the sum of $5000 [made] in approximately June,
2020, the plaintiff received no other long-term compen-
sation payment under the terms of the agreement.11’’
(Footnotes added; footnote in original.) Consequently,
the plaintiff commenced the present action in May,
in parentheses: ‘‘for himself and on behalf of Premier . . . Columbus Com-
mons . . . CCCA . . . Tunxis Road . . . Finishers Court . . . [and] JPG
. . . .’’ After that notation, Snow and the plaintiff each signed and dated
the agreement August 30, 2018.
11
‘‘The plaintiff received a check from Snow on behalf of Diamond Estates,
LLC, a nonparty, in the sum of $23,000, dated November 2, 2018, with the
caveat that [the plaintiff] should hold the check until there were sufficient
funds. [The plaintiff] followed up with Snow to see if he could cash the
check, [but] Snow told him not to, as there were insufficient funds. So, the
plaintiff never cashed the check.’’
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2021. In a three count amended complaint, filed on
March 29, 2022, the plaintiff alleged claims for breach
of contract, unjust enrichment and fraudulent convey-
ance.12 On May 26, 2022, the defendants filed an answer,
along with six special defenses and a counterclaim.
The special defenses alleged a lack of consideration to
support the agreement, that Snow had no authority
to execute the agreement on behalf of the defendant
companies, that the written agreement signed by the
parties did not constitute their entire agreement, that
no fraudulent conveyance took place, that the interest
rate charged in the agreement was unconscionable, and
that there was no meeting of the minds. In their counter-
claim, the defendants alleged that they suffered dam-
ages as a result of either the plaintiff’s negligent perfor-
mance of his duties or his failure to perform his duties.
A trial to the court took place on April 19, 2023, at
which the plaintiff, Snow and Radler testified, and the
parties submitted exhibits into evidence. In a memoran-
dum of decision dated June 20, 2023, the court found
in favor of the plaintiff on count one, alleging breach
of contract,13 and against the defendants on their special
defenses. It also determined that ‘‘[t]he defendants did
not sustain their burden on the counterclaim alleging
that the plaintiff was negligent in his duties and thus
liable to the defendants.’’ On the basis of the evidence
12
See footnote 2 of this opinion.
13
Because the court found that the defendants materially breached the
agreement and awarded damages to the plaintiff for the defendants’ breach,
it did not address the plaintiff’s alternative unjust enrichment claim in count
two. We note that ‘‘[i]t is well-settled that a plaintiff may recover for unjust
enrichment when a contract remedy is unavailable, to the extent that the
defendant has unjustly profited at the plaintiff’s expense. Horner v. Bagnell,
324 Conn. 695, 707–708, 154 A.3d 975 (2017). In other words, breach of
contract and unjust enrichment are mutually exclusive theories of recovery.
Russell v. Russell, 91 Conn. App. 619, 638, 882 A.2d 98, cert. denied, 276
Conn. 924, [888 A.2d 92 (2005), and cert. denied, 276 Conn. 925, 888 A.2d
92 (2005)].’’ Kelly v. Kurtz, 193 Conn. App. 507, 537, 219 A.3d 948 (2019);
see also Onthank v. Onthank, 206 Conn. App. 54, 56 n.2, 260 A.3d 575 (2021).
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presented, the court awarded damages in the amount
of $457,000 under the express terms of the agreement
and, further, awarded contractual interest in the amount
of $1,021,133.40. This appeal followed. Additional facts
and procedural history will be set forth as necessary.
I
We first address the defendants’ claim that the court
improperly rejected their second special defense alleg-
ing that Snow did not have apparent authority to enter
into the agreement on behalf of Finishers Court.14 Spe-
cifically, the defendants assert that ‘‘[t]here is no finding
of any acts by the principal—Finishers Court—clothing
Snow with apparent authority to enter into the agree-
ment. There is no evidence in the record of any acts
by Finishers Court or Radler. The only acts that were
relied upon by the trial court were acts by Snow. These
are insufficient as a matter of law.’’ Thus, the defendants
claim that the court’s finding that Snow had apparent
authority to enter into the agreement on behalf of Fin-
ishers Court is clearly erroneous, as ‘‘it lacked any evi-
dentiary support of any kind and rested entirely on an
application of the doctrine of apparent authority that
was erroneous as a matter of law.’’ We disagree.
The following additional facts are relevant to our
resolution of this claim. In its memorandum of decision,
the court stated: ‘‘In [their] posttrial brief addressing
the special defense that Snow did not have authority
to sign the agreement, the defendants claim that the
plaintiff was aware that Radler was a member of Finish-
ers Court and, therefore, the plaintiff knew or should
have known [that] Snow could not act on its behalf.
. . . Snow, at all relevant times, held himself out as
having authority to enter into the agreement on behalf
of Finishers Court. Furthermore, Radler was a passive
14
See footnote 3 of this opinion.
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member or investor. Radler did not partake in the man-
agement of the business or daily operations. There is
no evidence that the plaintiff knew the terms of the
Finishers Court operating agreement or that Snow
required any consent from Radler to authorize the
agreement.’’ (Citation omitted; footnote omitted.) Thus,
the court, by rejecting the defendants’ second special
defense, implicitly found that Snow had apparent
authority to bind Finishers Court to the agreement.
The operating agreement for Finishers Court was
entered into evidence as an exhibit. It provides that
Radler and Snow are the only members, with each hold-
ing a 50 percent interest in the business.15 Section V of
the operating agreement sets forth the rights, powers
and duties of the manager, Snow. Specifically, § 5.1.2
delineates the general powers of the manager and pro-
vides in relevant part: ‘‘The [m]anager shall have full,
exclusive, and complete discretion, power, and author-
ity, subject in all cases to the other provisions of this
[a]greement and the requirements of applicable law, to
manage, control, administer, and operate the business
and affairs of the [c]ompany for the purposes herein
stated, and to make all decisions affecting such business
and affairs, including without limitation, for [c]ompany
purposes, the power to . . . 5.1.2.4. enter into agree-
ments and contracts and to give receipts, releases, and
discharges, subject, however, to the consent of all the
[f]ounding [m]embers [Snow and Radler] . . . .’’ There
is nothing in the record demonstrating that Snow
obtained Radler’s consent to enter into the agreement
with the plaintiff as required for Snow to have actual
authority under the operating agreement. Therefore, for
Finishers Court to be bound by the agreement, Snow
must have acted with apparent authority.
15
We note that Radler testified that he held a 40 percent interest in Finish-
ers Court. That testimony is contradicted by the company’s operating agree-
ment, which shows each member as holding a 50 percent interest.
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We next set forth our standard of review. ‘‘It is well
settled that [t]he nature and extent of an agent’s author-
ity is a question of fact for the trier where the evidence
is conflicting or where there are several reasonable
inferences which can be drawn [therefrom]. . . .
Accordingly, [appellate courts] review the trial court’s
findings with regard to agency and an agent’s apparent
authority under the clearly erroneous standard.
‘‘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.
. . . Because it is the trial court’s function to weigh
the evidence and determine credibility, we give great
deference to its findings. . . . In reviewing factual find-
ings, [w]e do not examine the record to determine
whether the [court] could have reached a conclusion
other than the one reached. . . . Instead, we make
every reasonable presumption . . . in favor of the trial
court’s ruling.16 . . .
‘‘With respect to the governing legal principles, it is
a general rule of agency law17 that the principal in an
agency relationship is bound by, and liable for, the acts
in which his agent engages with authority from the
16
‘‘As a reviewing court [w]e must defer to the trier of fact’s assessment
of the credibility of the witnesses that is made on the basis of its firsthand
observation of their conduct, demeanor and attitude. . . . The weight to
be given to the evidence and to the credibility of witnesses is solely within
the determination of the trier of fact.’’ (Internal quotation marks omitted.)
LeBlanc v. New England Raceway, LLC, 116 Conn. App. 267, 274, 976 A.2d
750 (2009).
17
‘‘ ‘Agency is defined as the fiduciary relationship that arises when one
person (a principal) manifests assent to another person (an agent) that the
agent shall act on the principal’s behalf and subject to the principal’s control,
and the agent manifests assent or otherwise consents so to act. 1 Restatement
(Third), Agency, § 1.01, p. 17 (2006).’ ’’ Yale University v. Out of the Box,
LLC, 118 Conn. App. 800, 807, 990 A.2d 869 (2010).
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Hadji v. Snow

principal, and within the scope of the agent’s employ-
ment. . . . An agent’s authority may be actual or appar-
ent. . . . Actual authority exists when [an agent’s]
action [is] expressly authorized . . . or . . . although
not authorized, [is] subsequently ratified by the [princi-
pal]. . . . In contrast, [a]pparent authority is that sem-
blance of authority which a principal, through his own
acts or inadvertences, causes or allows third persons
to believe his agent possesses. . . . Consequently,
apparent authority is to be determined, not by the
agent’s own acts, but by the acts of the agent’s princi-
pal.’’ (Citations omitted; footnotes added; internal quo-
tation marks omitted.) Ackerman v. Sobol Family Part-
nership, LLP, 298 Conn. 495, 507–508, 4 A.3d 288 (2010);
see also LeBlanc v. New England Raceway, LLC, 116
Conn. App. 267, 275, 976 A.2d 750 (2009) (‘‘Significantly,
our case law provides that authority to perform services
on behalf of a principal does not automatically confer
either actual or apparent authority to bind the principal
in other respects. . . . In particular, [a] principal is
bound to contracts executed by an agent only if it is
within the agent’s authority to contract on behalf of
that principal . . . .’’ (Citation omitted; internal quota-
tion marks omitted.)).
‘‘The issue of apparent authority is one of fact, requir-
ing the trier of fact to evaluate the conduct of the parties
in light of all the surrounding circumstances. . . . Only
in the clearest of circumstances, where no other conclu-
sion could reasonably be reached, is the trier’s determi-
nation of fact to be disturbed. . . .
‘‘The issue of apparent authority is . . . to be deter-
mined based on two criteria. . . . First, it must appear
from the principal’s conduct that the principal held the
agent out as possessing sufficient authority to embrace
the act in question, or knowingly permitted [the agent]
to act as having such authority. . . . Second, the party
dealing with the agent must have, acting in good faith,
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Hadji v. Snow

reasonably believed, under all the circumstances, that
the agent had the necessary authority to bind the princi-
pal to the agent’s action. . . . The doctrine of apparent
authority was developed by the courts to protect third
parties who deal with agents who lack express author-
ity. . . . Apparent authority may be derived from a
course of dealing.’’ (Citations omitted; internal quota-
tion marks omitted.) Hall-Brooke Foundation, Inc. v.
Norwalk, 58 Conn. App. 340, 345–46, 752 A.2d 523
(2000).
Applying these principles to the facts of the present
case and, on the basis of our review of the evidence
presented, we conclude that the court’s implicit finding
that Snow had apparent authority to bind Finishers
Court to the agreement with the plaintiff is not clearly
erroneous. See Host America Corp. v. Ramsey, 107
Conn. App. 849, 858, 947 A.2d 957 (‘‘[b]ecause [i]t is
well settled that [t]he nature and extent of an agent’s
authority is a question of fact for the trier . . . the
court’s determination that [the plaintiff’s former chief
executive officer] had apparent authority to bind the
plaintiff must stand if there is any evidence in the record
to support it’’ (citation omitted; internal quotation
marks omitted)), cert. denied, 289 Conn. 904, 957 A.2d
870 (2008); see also Bank of America, N.A. v. Gonzalez,
187 Conn. App. 511, 521–22, 202 A.3d 1092 (2019); 73-
75 Main Avenue, LLC v. PP Door Enterprise, Inc., 120
Conn. App. 150, 158–59, 991 A.2d 650 (2010). We first
note that, although the court’s analysis of the issue of
Snow’s apparent authority to bind Finishers Court is
succinct, the evidence in the record, nonetheless, sup-
ports a determination that Snow had apparent authority
to bind Finishers Court to the agreement.
We turn to the first criterion for finding apparent
authority, namely, that ‘‘it must appear from the princi-
pal’s conduct that the principal held the agent out as
possessing sufficient authority to embrace the act in
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question, or knowingly permitted [the agent] to act as
having such authority.’’ (Internal quotation marks omit-
ted.) Hall-Brooke Foundation, Inc. v. Norwalk, supra,
58 Conn. App. 345. Our case law directs that ‘‘apparent
authority is to be determined, not by the agent’s own
acts, but by the acts of the agent’s principal . . . .’’
(Internal quotation marks omitted.) Chabad Lubavitch
of Western & Southern New England, Inc. v. Shemtov,
349 Conn. 695, 709, 321 A.3d 1107 (2024); see also Cefar-
atti v. Aranow, 321 Conn. 593, 602–603, 141 A.3d 752
(2016) (‘‘[t]he apparent power of an agent is to be deter-
mined by the acts of the principal and not by the acts
of the agent; a principal is responsible for the acts of
an agent within his apparent authority only where the
principal himself by his acts or conduct has clothed the
agent with the appearance of authority, and not where
the agent’s own conduct has created the apparent
authority’’ (emphasis added; internal quotation marks
omitted)). ‘‘[T]he acts of the principal must be such
that (1) the principal held the agent out as possessing
sufficient authority to embrace the act in question, or
knowingly permitted him to act as having such author-
ity, and (2) in consequence thereof the person dealing
with the agent, acting in good faith, reasonably believed,
under all the circumstances, that the agent had the
necessary authority.’’ (Internal quotation marks omit-
ted.) Middlesex Mutual Assurance Co. v. Komondy,
120 Conn. App. 117, 122, 991 A.2d 587 (2010); see also
D’Occhio v. Connecticut Real Estate Commission, 189
Conn. 162, 180, 455 A.2d 833 (1983).
The general rule governing the creation of apparent
authority is set forth in the Restatement (Third) of
Agency, which provides in relevant part: ‘‘Apparent
authority . . . is created by a person’s manifestation
that another has authority to act with legal conse-
quences for the person who makes the manifestation,
when a third party reasonably believes the actor to be
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authorized and the belief is traceable to the manifesta-
tion.’’ (Emphasis added.) 1 Restatement (Third),
Agency § 3.03, pp. 173–74 (2006). The general rule gov-
erning apparent authority becomes more complicated
when, as in the present case, the principal is a company/
organization—Finishers Court—rather than a person.
In such circumstances, we must be mindful that Finish-
ers Court, as a limited liability company, can act only
through its agents. See Harp v. King, 266 Conn. 747,
776–77, 835 A.2d 953 (2003) (‘‘A basic principle of
agency is that a corporation can act only through the
authorized acts of its corporate directors, officers, and
other employees and agents. Thus, the acts of the corpo-
ration’s agents are attributed to the corporation itself.’’
(Internal quotation marks omitted.)); Maharishi School
of Vedic Sciences, Inc. (Connecticut) v. Connecticut
Constitution Associates Ltd. Partnership, 260 Conn.
598, 606, 799 A.2d 1027 (2002) (‘‘[i]t is well settled that
a corporation can act only through its agents’’).
‘‘Apparent authority arises when an organization
holds an agent out as possessing the authority to act on
its behalf and a reasonably prudent person, exercising
diligence and discretion, naturally assumes the agent
has this authority in light of the organization’s conduct.
. . . The doctrine of apparent authority is based on the
concept that if an organization, as principal, creates the
appearance that a person is its agent, it will not be
permitted to deny the agency if an innocent third party
reasonably relied on the apparent agency, and is harmed
as a result.’’ (Citation omitted.) Yugoslav-American
Cultural Center, Inc. v. Parkway Bank & Trust Co.,
289 Ill. App. 3d 728, 735, 682 N.E.2d 401 (1997). When
determining apparent authority in the context of an
organization or company as the principal, ‘‘a complica-
tion arises due to the fact that the delegation of author-
ity is often made by someone who is himself the agent
of the ultimate principal—or the sub-agent of an agent,
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and so on.’’ Brunner v. United States, 70 Fed. Cl. 623,
628 (2006); see id., 627–28 (‘‘When the principal is an
individual, the matter of authorizing an agent is fairly
straight-forward. When the principal is an entity, how-
ever, an additional wrinkle is added—the delegation of
authority is subject to constitutional rules, embodied
in acts or articles of incorporation, corporate charters
and the like, as well as processes that are duly-adopted,
in such forms as by-laws or board rules.’’). In this con-
text, ‘‘[t]he principal might create the appearance of an
agent’s authority to contract . . . by employing the
agent in a manner to create the appearance (known as
‘holding out’ the agent).’’ Id., 628.
Our Supreme Court has explained that ‘‘manifesta-
tions of apparent authority must take the form of ‘con-
duct by a person, observable by others, that expresses
meaning.’ [1 Restatement (Third), supra, § 1.03, com-
ment (b), p. 56]. Such conduct, however, ‘is not limited
to spoken or written words . . . . Silence may consti-
tute a manifestation when, in light of all the circum-
stances, a reasonable person would express dissent to
the inference that other persons will draw from silence.
Failure then to express dissent will be taken as a mani-
festation of affirmance.’ Id., p. 57. Apparent authority
also may be conveyed to the third person ‘from author-
ized statements of the agent, from documents or other
indicia of authority given by the principal to the agent,
or from third persons who have heard of the agent’s
authority through authorized or permitted channels of
communication. Likewise . . . apparent authority can
be created by appointing a person to a position . . .
which carries with it generally recognized duties . . .
to do the things ordinarily entrusted to one occupying
such a position . . . .’ 1 Restatement (Second), Agency
[§ 27, comment (a), p. 104 (1958)]. The Restatement
(Third) of Agency similarly explains that ‘[a] principal
may . . . make a manifestation by placing an agent in
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a defined position in an organization or by placing an
agent in charge of a transaction or situation. Third par-
ties who interact with the principal through the agent
will naturally and reasonably assume that the agent has
authority to do acts consistent with the agent’s position
or role unless they have notice of facts suggesting that
this may not be so. A principal may make an additional
manifestation by permitting or requiring the agent to
serve as the third party’s exclusive channel of communi-
cation to the principal.’ ’’ Ackerman v. Sobol Family
Partnership, LLP, supra, 298 Conn. 511–12; see also 1
Restatement (Third), supra, § 3.03, comment (c), p. 179
(‘‘[a]pparent authority in an organizational setting may
also arise from the fact that a person occupies a type
of position that customarily carries specific authority
although the organization has withheld such authority
from that agent’’).18 Therefore, although the defendants
claim that the court improperly focused on the conduct
of Snow as the agent, we cannot ignore the fact that
18
See, e.g., Lisa Cooley, LLC v. Native, S.A., Docket No. 20-CV-5800 (VEC),
2021 WL 860591, *4 (S.D.N.Y. March 5, 2021) (by appointing person as
‘‘ ‘Chairman’ of the company, [the] [d]efendant imbued him with apparent
authority to act on its behalf’’); see also, e.g., Federal Deposit Ins. Corp. v.
Providence College, 115 F.3d 136, 140 (2d Cir. 1997) (record adequately
supported conclusion by District Court that defendant vested agent with
‘‘apparent authority to sign . . . loan guarant[ees]’’ by giving agent title of
‘‘Vice President for Business Affairs’’); First Fidelity Bank, N.A. v. Govern-
ment of Antigua & Barbuda—Permanent Mission, 877 F.2d 189, 193 (2d
Cir. 1989) (‘‘[t]he appointment of a person to a position with generally
recognized duties may create apparent authority’’); United States v. Inc.
Village of Island Park, 888 F. Supp. 419, 437 (E.D.N.Y. 1995) (‘‘[a]pparent
authority is the authority which outsiders would normally assume the agent
to have, judging from his position with the corporation and the circumstances
of his conduct’’); Powell v. MVE Holdings, Inc., 626 N.W.2d 451, 459 (Minn.
App. 2001) (‘‘[a]lthough a job title alone will not conclusively establish
apparent authority for a contract, [a former employee and shareholder’s]
belief that [the chief executive officer and president of the defendant corpo-
ration] was authorized to redeem [the former employee’s] stock is traceable,
in part, to [the president’s] position as [the defendant corporation’s] top-
ranking executive’’), review denied, Minnesota Supreme Court, Docket No.
C4-00-1379 (July 24, 2001).
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Finishers Court is a limited liability company with only
two members, one of whom—Snow—is the managing
member through whom the company acts. Also, this
legal authority demonstrates that, when a principal is
an entity, not a person, the conduct or manifestation
of assent by the principal can take many forms; as a
result, we must take these factors into consideration
in our review of the evidence to determine whether it
demonstrates any conduct or manifestation of assent
by Finishers Court holding Snow out to have authority
to enter into the agreement at issue.
In the present case, Snow was the managing member
of Finishers Court, a limited liability company of which
there were only two members. Radler, the other mem-
ber, took a passive role in the company. The court
found that Snow had hired the plaintiff to work for
his businesses, that the plaintiff worked for all of the
defendant companies, that ‘‘the plaintiff credibly testi-
fied about the services he provided for Snow and the
defendant [companies],’’ and that ‘‘[h]e did the work as
directed by Snow for the various entities, working forty
to sixty hours per week.’’ These findings demonstrate
that Snow held a position of authority in the defendant
companies, specifically, Finishers Court, such that he
could hire employees and direct their work. As a result,
Finishers Court, by placing Snow in a position of author-
ity as the managing member of the company and permit-
ting him to carry on business for the company, including
hiring employees, created an appearance or held out
that Snow had authority to manage the company, which
authority could include entering into an employment
contract with an employee on behalf of the company.19
19
The circumstances of the present case are analogous to those in Pittman
Place Development, LLC v. Howard Investments, LLC, 330 S.W.3d 519 (Mo.
App. 2010), transfer denied, Missouri Supreme Court, Docket No. SC91456
(March 1, 2011). In that case, the plaintiff limited liability company argued
that its designated manager, Matt Burghoff, lacked authority to enter into
a loan transaction with a bank in which Burghoff executed a promissory
note and deed of trust. Id., 523. The trial court found that Burghoff had
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Furthermore, our Supreme Court has explained that
‘‘manifestations of apparent authority may take many
forms’’; Ackerman v. Sobol Family Partnership, LLP,
supra, 298 Conn. 515; including, for example, a course of
dealing. See Hall-Brooke Foundation, Inc. v. Norwalk,
supra, 58 Conn. App. 346 (‘‘[a]pparent authority may
be derived from a course of dealing’’ (internal quotation
marks omitted)). The evidence before the court demon-
strated that, prior to entering into the agreement, the
plaintiff worked for Snow over a four year period. The
court found that, during that time period, ‘‘[t]he plaintiff
became more involved in real estate development for
Snow and the defendant companies. . . . He did the
work as directed by Snow for the various entities, work-
ing forty to sixty hours per week.’’ The plaintiff testified
that he worked for all of the defendant companies,
apparent authority to enter into the loan transaction, and the Missouri Court
of Appeals affirmed that determination. Id. In doing so, the court stated:
‘‘When a principal has by his voluntary act placed an agent in such a situation
that a person of ordinary prudence, conversant with business usages and
the nature of the particular business, is justified in presuming that such
agent has authority to perform a particular act on behalf of his principal,
the principal is estopped, as against such innocent third person, from denying
the agent’s authority to perform the act.’’ (Internal quotation marks omitted.)
Id., 527. The court held that the plaintiff company ‘‘cloaked Burghoff with
apparent authority when it manifested its consent for Burghoff to act as
‘[m]anager’ of [the plaintiff company] in [its] [o]perating [a]greement, and
gave the ‘[m]anager’ general authority to enter into transactions such as the
. . . loan transaction.’’ Id., 528. The court further explained: ‘‘Although grant-
ing the manager broad authority over [the plaintiff’s] business affairs, the
[o]perating [a]greement placed limits on that authority, and required the
consent of all members if the manager, among other things, sought to ‘sell,
assign, pledge, or encumber any property of [the plaintiff],’ with a value in
excess of $50,000. . . . [T]he trial court found that [the bank] was unaware
of the $50,000 limitation on the manager’s authority,’’ and the Missouri Court
of Appeals deferred to the trial court’s credibility determination on that issue.
Id. The court ultimately determined that there was substantial evidence to
support the trial court’s finding of apparent authority, explaining that the
plaintiff’s ‘‘[o]perating [a]greement provide[d] evidence that [the plaintiff
company] manifested its consent to Burghoff’s exercise of such authority,
or knowingly permitted Burghoff to assume the exercise of such authority.’’
Id., 529.
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doing ‘‘whatever [Snow] had asked [him] to do.’’ There-
fore, through this course of dealing over a four year
period, Finishers Court either manifested its consent
to allow Snow to act as its authorized agent in conduct-
ing the business of the company or knowingly permitted
him to do so.

With respect to the second criterion—whether the
plaintiff had a good faith, reasonable belief that Snow
had the necessary authority to bind Finishers Court—
the court found that ‘‘Radler was a passive member or
investor’’ of Finishers Court who ‘‘did not partake in
the management of the business or daily operations.’’
The court also found that ‘‘[t]here [was] no evidence
that the plaintiff knew the terms of the Finishers Court
operating agreement or that Snow required any consent
from Radler to authorize the agreement.’’ These find-
ings, by implication, concern the reasonableness of the
plaintiff’s belief that Snow had authority to enter into
the agreement on behalf of Finishers Court. In Acker-
man v. Sobol Family Partnership, LLP, supra, 298
Conn. 512, our Supreme Court explained that, ‘‘ ‘[i]f a
principal has given an agent general authority to engage
in a class of transactions, subject to limits known only to
the agent and the principal, third parties may reasonably
believe the agent to be authorized to conduct such
transactions and need not inquire into the existence of
undisclosed limits on the agent’s authority.’ . . . [1
Restatement (Third), supra, § 3.03, comment (b), pp.
174–75].’’ Analogizing that principle to the circum-
stances of the present case, we note that Snow, as
the manager of Finishers Court and pursuant to its
operating agreement, had the ‘‘full, exclusive, and com-
plete discretion, power, and authority . . . to manage,
control, administer, and operate the business and affairs
of the [c]ompany,’’ which included the power to ‘‘enter
into agreements and contracts . . . .’’ Thus, Snow was
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given general authority to engage in a class of transac-
tions, namely, entering into agreements and contracts,
that was subject to limits known only by Snow and
Radler.20 The plaintiff, therefore, reasonably could have
believed that Snow was authorized to do acts consistent
with his position, including having the power to enter
into the employment agreement on behalf of Finishers
Court, and did not need to inquire ‘‘into the existence
of undisclosed limits on [Snow’s] authority’’; (internal
quotation marks omitted) Ackerman v. Sobol Family
Partnership, LLP, supra, 512; especially given the
court’s finding that the plaintiff had no such knowledge
of the terms of the operating agreement. The evidence
in the record supports a finding that the plaintiff reason-
ably could have believed that Snow had authority to
enter into the employment agreement on behalf of Fin-
ishers Court.
Moreover, we note that the court specifically found
not credible Snow’s testimony that the plaintiff worked
for only Diamond Estates, LLC, which represented the
construction side of the business, and not for the defen-
dant companies. Nevertheless, the defendants continue
to assert on appeal that the plaintiff never performed
‘‘any substantial services’’ for Finishers Court and, thus,
that it was not reasonable for the plaintiff to assume
that Snow had apparent authority to bind Finishers
20
We find unavailing the defendants’ contention that, ‘‘whatever apparent
authority Snow [may have] had due to being given the title of manager and
being placed in charge of day-to-day affairs did not extend to transactions
outside the ordinary course of the company’s business,’’ such as the employ-
ment contract that Snow entered into with the plaintiff. The operating agree-
ment for Finishers Court expressly provided Snow as the manager with
‘‘full, exclusive, and complete discretion, power, and authority . . . to man-
age, control, administer, and operate the business and affairs of the [c]om-
pany,’’ which included the power to ‘‘enter into agreements and contracts
. . . .’’ The authority provided to Snow under the operating agreement is
not limited to what the defendants refer to as ‘‘day-to-day business’’ and
expressly includes the authority to enter into the type of transaction at issue
in this case, subject to a limitation known only to Snow and Radler.
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Court. This court is bound by and cannot second-guess
the credibility determinations made by the trial court
as the trier of fact. ‘‘[I]t is well established . . . that
the evaluation of a witness’ testimony and credibility
are wholly within the province of the trier of fact. . . .
Credibility must be assessed . . . not by reading the
cold printed record, but by observing firsthand the wit-
ness’ conduct, demeanor and attitude. . . . An appel-
late court must defer to the trier of fact’s assessment
of credibility because [i]t is the [fact finder] . . . [who
has] an opportunity to observe the demeanor of the
witnesses and the parties; thus [the fact finder] is best
able to judge the credibility of the witnesses and to
draw necessary inferences therefrom. . . . Thus, while
we may review the court’s underlying factual determina-
tions under the clearly erroneous standard, our review
requires us to defer to the court’s evaluation of the
plaintiff’s credibility relative to that of the defendant.’’
(Internal quotation marks omitted.) Al-Fikey v. Obaiah,
196 Conn. App. 13, 18, 228 A.3d 668 (2020).
We conclude that there is evidentiary support in the
record for the determination that Snow had apparent
authority to bind Finishers Court to the parties’ agree-
ment. ‘‘The issue of apparent authority is one of fact,
requiring the trier of fact to evaluate the conduct of the
parties in light of all the surrounding circumstances.
. . . Only in the clearest of circumstances, where no
other conclusion could reasonably be reached, is the
trier’s determination of fact to be disturbed.’’ (Internal
quotation marks omitted.) Hall-Brooke Foundation,
Inc. v. Norwalk, supra, 58 Conn. App. 345; see also
D’Occhio v. Connecticut Real Estate Commission,
supra, 189 Conn. 180. This case does not present such a
circumstance. Accordingly, affording every reasonable
presumption in favor of the court’s ruling, as we must;
see Ackerman v. Sobol Family Partnership, LLP, supra,
298 Conn. 508; we reject the defendants’ first claim.
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II
The defendants’ next claim is that the court improp-
erly determined that there was proper consideration
to support the agreement as to each of the defendant
companies. We disagree.
‘‘To be enforceable, a contract must be supported
by consideration. . . . The doctrine of consideration
is fundamental in the law of contracts, the general rule
being that in the absence of consideration an executory
promise is unenforceable. . . . Put another way,
[u]nder the law of contract, a promise is generally not
enforceable unless it is supported by consideration.
. . . [C]onsideration is [t]hat which is bargained-for by
the promisor and given in exchange for the promise by
the promisee . . . . [T]he doctrine of consideration
does not require or imply an equal exchange between
the contracting parties. . . . Consideration consists of
a benefit to the party promising, or a loss or detriment
to the party to whom the promise is made.’’ (Citation
omitted; internal quotation marks omitted.) Schimenti
Construction Co., LLC v. Schimenti, 217 Conn. App.
224, 235, 288 A.3d 1038 (2023).
‘‘Consideration consists of a benefit to the party
promising, or a loss or detriment to the party to whom
the promise is made. . . . Although an exchange of
promises usually will satisfy the consideration require-
ment . . . a promise to do that which one is already
bound by his contract to do is not sufficient consider-
ation to support an additional promise by the other
party to the contract.’’ (Internal quotation marks omit-
ted.) U.S. Bank National Assn. v. Eichten, 184 Conn.
App. 727, 776, 196 A.3d 328 (2018). ‘‘Whether an agree-
ment is supported by consideration is a factual inquiry
reserved for the trier of fact and subject to review under
the clearly erroneous standard. . . . The conclusion
drawn from the facts so found, i.e., whether a particular
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set of facts constitutes consideration in the particular
circumstances, is a question of law . . . and, accord-
ingly, is subject to plenary review.’’ (Internal quotation
marks omitted.) Kinity v. US Bancorp, 212 Conn. App.
791, 830, 277 A.3d 200 (2022).
‘‘It is well established in our case law that the
exchange of promises is sufficient consideration to sup-
port a finding of the existence of a contract. Christo-
phersen v. Blount, 216 Conn. 509, 511 n.3, 582 A.2d 460
(1990); see also Coniglio v. White, 72 Conn. App. 236,
243 n.5, 804 A.2d 990 (2002) ([m]utual promises qualify
as sufficient consideration for a binding contract); 17A
Am. Jur. 2d 147, Contracts § 128 (2004) ([m]utual prom-
ises are generally held to be sufficient consideration
for each other; a promise by one party to an agreement
is sufficient consideration for a promise by the other
party).’’ (Internal quotation marks omitted.) Russell v.
Russell, 91 Conn. App. 619, 641–42, 882 A.2d 98, cert.
denied, 276 Conn. 924, 888 A.2d 92 (2005), and cert.
denied, 276 Conn. 925, 888 A.2d 92 (2005).
In the present case, the agreement provides in rele-
vant part: ‘‘For compensation for work performed over
the last four years (March 2014 to present) and equity
promised . . . Snow . . . and [the defendant] [c]om-
panies . . . jointly and severally agree to pay [the
plaintiff] . . . as follows . . . .’’ The agreement then
sets out short-term and long-term compensation to
which the plaintiff was entitled under the agreement.
The agreement also required Snow to remove the plain-
tiff as a member of Columbus Commons effective Janu-
ary 1, 2019. The court specifically found that ‘‘the plain-
tiff agreed to stay in Connecticut to continue working
for Snow on some ongoing projects’’ after the plaintiff’s
family left Connecticut, that the plaintiff’s continued
work for Snow was part of their discussions prior to
entering into the agreement, and that the plaintiff ‘‘con-
tinued to perform services after the execution of the
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agreement’’ and promised ‘‘to relinquish his member-
ship interest in Columbus Commons . . . .’’
In addressing the issue of consideration, the court
correctly noted, quoting Osborne v. Locke Steel Chain
Co., 153 Conn. 527, 533, 218 A.2d 526 (1966), ‘‘[t]he
general rule . . . that past services will not constitute
a sufficient consideration for an executory promise of
compensation for those services.’’ (Internal quotation
marks omitted.) It follows that the plaintiff’s ‘‘work
performed over the last four years’’ could not constitute
valid consideration for the agreement to pay him for
that work. The court, however, further quoting Osborne,
also pointed out that ‘‘[i]t is well established . . . that
if two considerations are given for a promise, only one
of which is legally sufficient, the promise is nonetheless
enforceable.’’ (Internal quotation marks omitted.) See
Osborne v. Locke Steel Chain Co., supra, 533; see also
1 A. Corbin, Contracts (1963) § 126, p. 538; 1 S. Williston,
Contracts (3d Ed. 1957) § 134, pp. 564–65. The court
thus found that the plaintiff’s continued performance
of services and his promise to give up his 18 percent
interest in Columbus Commons constituted adequate
consideration in exchange for the defendants’ promises
to pay, as set forth in the agreement.
On appeal, the defendants’ challenge to the court’s
finding that the agreement was supported by consider-
ation is premised on their assertions that the plaintiff
‘‘did not provide services directly to any of the entities,
including, but not limited to, Finishers Court. . . . [The
plaintiff] admits he worked directly for . . . Snow, not
for any entity . . . . [The plaintiff] never received any
monies from CCCA, which is merely a management
company, or from Finishers Court . . . . There is no
evidence that [the plaintiff] worked directly for CCCA
or Finishers Court. There cannot be consideration to
support the agreement if [the plaintiff] did no work for
those entities.’’ (Citations omitted.) The court rejected
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these assertions. The defendants’ claim fails for two
reasons. First, the court found not credible Snow’s testi-
mony that the plaintiff worked directly for Diamond
Estates, LLC, only and not the defendant companies,
‘‘in light of the detailed testimony by the plaintiff about
the work he performed for Snow and the defendant
[companies].’’ As we have stated, this court is bound by
and cannot second-guess the credibility determinations
made by the trial court as the trier of fact. See Al-Fikey
v. Obaiah, supra, 196 Conn. App. 18. Second, and more
importantly, the defendants’ principal appellate brief
focuses on the past work performed by the plaintiff,
which, as we have stated, does not constitute valid
consideration for the agreement to pay him, and it was
not the basis for the court’s finding of consideration to
support the agreement. The court found that the plain-
tiff continued to perform work for the defendant compa-
nies after the execution of the agreement and that the
plaintiff promised to, and did, relinquish his member-
ship interest in Columbus Commons, and, in exchange,
the defendants promised to make payments to the plain-
tiff as set forth in the agreement.21 The defendants have
not addressed these other grounds for the court’s deci-
sion in either their principal or reply appellate briefs,
even though the plaintiff raised these grounds in his
appellate brief. Consequently, the defendants, as the
appellants, have not met their burden of demonstrating
error in the court’s ruling. See Hanson Development
Co. v. East Great Plains Shopping Center, Inc., 195
Conn. 60, 64, 485 A.2d 1296 (1985) (‘‘[t]he appellant
. . . bears the burden to show that there was error
in the judgment from which he appeals’’). This claim,
therefore, fails.
21
See, e.g., Ellis v. Emhart Mfg. Co., 150 Conn. 501, 505, 191 A.2d 546
(1963) (issuance of stock option to employee constituted contract between
employer and employee, supported by consideration of employee’s contin-
ued employment with company); Dolak v. Sullivan, 145 Conn. 497, 503–504,
144 A.2d 312 (1958) (consideration for retirement plan was employee’s
continued employment).
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III
The defendants next claim that the court improperly
failed to find that the interest charged under the agree-
ment is unconscionable. We conclude that this claim
is inadequately briefed and, thus, decline to review it.
The following additional facts are relevant to this
claim. The parties’ agreement specifically provides in
relevant part: ‘‘Any late payment(s) will accrue 1.5 [per-
cent] compounded monthly interest. Any missed pay-
ment(s) totaling more than $20,000 is considered a
material breach and will result in the entire unpaid
balance of the whole agreement being due and payable
within [sixty] days. [Snow] and his [c]ompanies are
jointly and severally liable for all payments due under
this [a]greement.’’ In its memorandum of decision, the
court rejected the defendants’ special defense claiming
that the interest provision in the agreement is ‘‘ ‘usuri-
ous and [that] the entire agreement should be unen-
forceable.’ ’’ Specifically, the court stated: ‘‘The defen-
dants, in their posttrial brief, raise General Statutes
§ 37-4 in support of the claim. However . . . § 37-4,
which applies to loans, is inapplicable. There is no evi-
dence or claim that the agreement is a loan. . . . In
the present case, the parties expressly agreed upon the
interest provision. The plaintiff presented the calcula-
tion of interest using the time period of December 1,
2018, to June 1, 2023, and compounding the interest at
1.5 percent monthly . . . .’’ (Citation omitted; footnote
omitted.)
On appeal, the defendants contend: ‘‘The [plaintiff]
claimed there was an amount due of $1,021,133.40 con-
sisting of $457,000 in principal and interest of
$564,133.40. . . . The interest is based upon a rate of
1.5 percent compounded monthly. Thus, in almost five
years, the interest has exceeded the principal amount
claimed due. The effective interest rate well exceeds
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40 percent on the original principal amount and will
soon be higher in the future. . . . Compound interest
is interest on interest and in the fourth year of the
agreement, the plaintiff is claiming $153,782.81 in inter-
est, which is about 33 percent of the original claimed
amount. The annual interest rate will soon exceed 50
percent on the original principal amount and will
quickly approach 100 percent. This certainly is usurious
and unconscionable. The interest rate charged should
be thrown out completely as it is unconscionable and
usurious22 and . . . against public policy23 . . . .
22
‘‘The prohibition against usury is based on the principle that it is uncon-
scionable to charge excessive interest on loans of money to those who
are forced by necessity to borrow it.’’ (Internal quotation marks omitted.)
Knights of Columbus Federal Credit Union v. Salisbury, 3 Conn. App. 201,
209, 486 A.2d 649 (1985). As the trial court correctly noted, the present case
involves a contract voluntarily entered into between the parties, not a loan,
and the defendants have not provided citation to any statute or applicable
case law in support of their claim that the agreement is usurious and should
not be enforced. Any such claim, therefore, is deemed abandoned due to
inadequate briefing, and we decline to review it. See 1st Alliance Lending,
LLC v. Dept. of Banking, 229 Conn. App. 664, 704–705, 328 A.3d 681 (2024)
(‘‘[w]here a claim is asserted in the statement of issues but thereafter receives
only cursory attention in the brief without substantive discussion or citation
of authorities, it is deemed to be abandoned’’ (internal quotation marks
omitted)), cert. denied, 351 Conn. 906, 330 A.3d 132 (2025); Lafferty v. Jones,
229 Conn. App. 487, 493, 327 A.3d 941 (2024) (‘‘we deem claims on appeal
to be abandoned if they are inadequately briefed’’), cert. denied, 351 Conn.
923, 333 A.3d 105 (2025), and cert. denied, 351 Conn. 923, 333 A.3d 106 (2025).
23
To the extent that the defendants claim that the agreement violates
public policy, we conclude that any such claim is inadequately briefed and,
thus, decline to review it. The defendants quote Hanks v. Powder Ridge
Restaurant Corp., 276 Conn. 314, 326, 885 A.2d 734 (2005), for the proposition
that, ‘‘[a]lthough it is well established that parties are free to contract for
whatever terms on which they may agree . . . it is equally well established
that contracts that violate public policy are unenforceable.’’ (Citation omit-
ted; internal quotation marks omitted.) In a single sentence, the defendants
assert that, ‘‘[i]f there is a case where the interest rate is unconscionable
and against public policy, this is it.’’ Their brief is devoid of any argument
or analysis concerning which public policy is implicated by the terms of
the agreement or how the agreement purportedly violates it. See State ex
rel. Dunn v. Burton, 229 Conn. App. 267, 285, 327 A.3d 982 (2024) (‘‘[w]here
the parties cite no law and provide no analysis of their claims, we do not
review such claims’’ (internal quotation marks omitted)).
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[T]he entire agreement should not be enforceable.’’
(Citations omitted; footnotes added.) The defendants
quoted one case, Hanks v. Powder Ridge Restaurant
Corp., 276 Conn. 314, 326–27, 885 A.2d 734 (2005), for
the proposition that, ‘‘[a]lthough it is well established
that parties are free to contract for whatever terms on
which they may agree . . . it is equally well established
that contracts that violate public policy are unenforce-
able.’’ (Citation omitted; internal quotation marks omit-
ted.) The defendants have not cited any case law con-
cerning the doctrine of unconscionability or demonstrating
that compound interest at a monthly rate of 1.5 percent
is usurious. Instead, the defendants, without engaging
in any legal analysis, make bald assertions, which are
insufficient to establish unconscionability. See Emi-
grant Mortgage Co. v. D’Agostino, 94 Conn. App. 793,
801–803, 896 A.2d 814, cert. denied, 278 Conn. 919, 901
A.2d 43 (2006). ‘‘We are not required to review issues
that have been improperly presented to this court
through an inadequate brief . . . . Analysis, rather
than mere abstract assertion, is required in order to
avoid abandoning an issue by failure to brief the issue
properly. . . . [F]or this court judiciously and effi-
ciently to consider claims of error raised on appeal
. . . the parties must clearly and fully set forth their
arguments in their briefs. . . . The parties may not
merely cite a legal principle without analyzing the rela-
tionship between the facts of the case and the law
cited.’’ (Internal quotation marks omitted.) Pascual v.
Perry, 230 Conn. App. 483, 502–503, 330 A.3d 161 (2025);
see also State ex rel. Dunn v. Burton, 229 Conn. App.
267, 285, 327 A.3d 982 (2024) (‘‘[w]here the parties cite
no law and provide no analysis of their claims, we
do not review such claims’’ (internal quotation marks
omitted)). We therefore decline to address this claim
further.
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IV
The defendants’ next claim is that the court improp-
erly failed to find that certain correspondence between
Snow and the plaintiff was part of the agreement
between the parties. We decline to review this claim
because it is inadequately briefed.
The following additional facts are relevant to this
claim. At trial, the defendants submitted into evidence
as a full exhibit copies of two emails sent between
Snow and the plaintiff on August 15, 2018 (August 15
emails). The first email is from Snow to the plaintiff and
reads: ‘‘I do not agree with the contract or agreement
concepts you are trying to get agreed to. You were
hired here to bring deals that make financial sense. The
agreement you are trying to sign put[s] [too] much of
a burden on the entities. As an example: What if units
don’t cash flow or remain vacant. To date you have
brought tenants to New Britain and Bristol which have
cost significant money to remove from the premise[s].
I believe you should be financially responsible for this.
I don’t want to make this a prolonged process. I would
simply want you to be done and out. I have [too] much
going on to spend a lot of time on what you know to
be a false premise. The only way I can agree to this is
if you agree that any of this agreement is based on
the financial performance of Columbus Commons. The
other entities have nothing to do with you. Please
remove Tunxis Road, Finishers Court and any personal
reference to myself and I can agree to that. Let me
know if not then we will not have an agreement.’’ The
second email is the plaintiff’s response, which reads:
‘‘Ok I don’t want this to be a long process either. I want
to be rewarded if projects turn out as stated. I have
worked hard to bring them this far and if projects end
up not performing as I have projected then I should
not be compensated as outlined. I don’t want to make
this part of the agreement.’’
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In its memorandum of decision addressing this issue,
the court stated: ‘‘Finally, the defendant[s] [have] not
demonstrated under [their] special defense that the
agreement is not the entire agreement. First, Snow testi-
fied that he signed the agreement after reviewing it and
discussing it with the plaintiff. While Snow alleged and
testified that he understood that payment would be
made only if the projects on which the plaintiff worked
performed well, the court does not find his testimony
credible. Snow was an experienced business person,
operating several companies. While the defendant[s]
may have preferred other terms, with the benefit of
hindsight, there is no such term in the contract. ‘The
defendant cannot now be heard to claim, for its own
benefit, that the actual undertaking of the parties was
other than that which appears in their written agree-
ment.’ [Osborne v. Locke Steel Chain Co., supra, 153
Conn. 531]. In sum, the court finds that the written
agreement was clear, concise and complete.’’
On appeal, the defendants contend that the August
15 emails constitute a side agreement and acknowledge
that Snow ‘‘should have incorporated [that] side agree-
ment into the written agreement . . . .’’ Nevertheless,
they assert that his failure to do so ‘‘does not mean
that it was not part of the understanding between the
parties’’ and that the court ‘‘erred in not reading the
two documents together.’’ The defendants further
assert that ‘‘[a] side agreement is an extra agreement
that goes along with another agreement,’’ and ‘‘[t]he
August 15 email[s] [constitute] such a side agreement.’’
According to the defendants, ‘‘Snow testified that he
relied upon the email statement of [the plaintiff] . . . .
[The plaintiff] and the court ignored the side agreement
that [the plaintiff] reached with Snow as mere ‘small
talk’ even though Snow relied on it. Such side agree-
ments or side letters are allowed and are enforceable.
[Chemours Co. FC, LLC v. Chemtura Corp., Superior
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Court, judicial district of Waterbury, Docket No. CV-
XX-XXXXXXX-S (August 7, 2018), rev’d on other grounds
sub nom. E. I. du Pont de Nemours & Co. v. Chemtura
Corp., 336 Conn. 194, 244 A.3d 130 (2020)].’’24 Finally,
the defendants argue that, because ‘‘[t]he agreement
being sued upon did not contain a complete integration
clause, which provides that an agreement supersedes
all other agreements and contains the entire agreement
between the parties . . . the agreement of August 30
[2018] should be read together with the [August 15
emails] . . . .’’25 They expound on this contention in
their appellate reply brief, stating: ‘‘There is no reason-
able way to interpret the August 15 email exchange
except as an agreement that payment would be tied to
financial performance and that this term would not be
included in the contemplated formal agreement—i.e.,
that the formal agreement would not be an integrated
agreement that stated all terms of the overall agree-
ment.’’ (Emphasis omitted.) According to the defen-
dants, because the court’s decision contains no refer-
ence to the documentary evidence of the August 15
emails, the court simply must have overlooked that
evidence in reaching its decision and, in doing so, com-
mitted clear error.
The defendants’ arguments on appeal can be distilled
to a claim that the August 30, 2018 agreement is not the
24
We note that this Superior Court decision involved the application of
New York law; Chemours Co. FC, LLC v. Chemtura Corp., supra, Superior
Court, Docket No. CV-XX-XXXXXXX-S; and, moreover, was reversed by our
Supreme Court on appeal. See E. I. du Pont de Nemours & Co. v. Chemtura
Corp., 336 Conn. 194, 196, 244 A.3d 130 (2020).
25
‘‘A merger clause, also known as an integration clause, is ‘[a] contractual
provision stating that the contract represents the parties’ complete and final
agreement and supersedes all informal understandings and oral agreements
relating to the subject matter of the contract.’ Black’s Law Dictionary (12th
Ed. 2024) p. 962.’’ Benchmark Municipal Tax Services, Ltd. v. 899 ETG
Associates, LLC, 227 Conn. App. 474, 478 n.3, 322 A.3d 1118 (2024). Although
the defendants call attention to the fact that the agreement does not contain
a merger or integration clause, ‘‘the mere absence of a merger clause does
not render a contract incomplete or ambiguous.’’ Id., 486 n.6.
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entire agreement of the parties. As we have indicated,
in support of this assertion in their principal appellate
brief,26 the defendants cite a Superior Court case in
which the court applied New York law and which our
Supreme Court reversed on appeal, with no analysis of
how that case applies to the present one. See footnote
24 of this opinion. For an appellate court ‘‘judiciously
and efficiently to consider claims of error raised on
appeal . . . the parties must clearly and fully set forth
their arguments in their briefs. . . . The parties may
not merely cite a legal principle without analyzing the
relationship between the facts of the case and the law
cited. . . . State v. Claudio C., 125 Conn. App. 588,
600, 11 A.3d 1086 (2010), cert. denied, 300 Conn. 910,
12 A.3d 1005 (2011); see also Getty Properties Corp. v.
ATKR, LLC, 315 Conn. 387, 413, 107 A.3d 931 (2015)
(claim was inadequately briefed when appellants under-
took no analysis or application of the law to the facts of
[the] case).’’ (Internal quotation marks omitted.) State
v. Buhl, 321 Conn. 688, 724, 138 A.3d 868 (2016). It is
incumbent on parties to provide meaningful analysis of
a claim raised on appeal, which includes citation to
relevant legal authority and an application of that law
to the facts at hand. The defendants’ discussion of this
claim in their principal appellate brief, which is about
one page in length, does not set forth any applicable
law governing the construction of contracts27 or when
26
The defendants’ reply brief is similarly deficient. The defendants cite
two Superior Court cases for the proposition that a contract may ‘‘be created
by communications stated in emails.’’ See D’Amore v. Probert, Docket No.
CV-XX-XXXXXXX-S, 2012 WL 6634683 (Conn. Super. November 29, 2012);
Raidna v. Anderson, Docket No. CV-07-75004170-S, 2008 WL 5148855 (Conn.
Super. November 6, 2008). Both of those cases are inapposite, however, as
they involved situations in which the parties engaged in email exchanges,
without reducing those exchanges into a written agreement that was signed
by each party, as had occurred in the present case, and the court found the
emails to constitute a binding contract in each case. See D’Amore v. Probert,
supra, *3; Raidna v. Anderson, supra, *2.
27
‘‘It is well established that [a] contract must be construed to effectuate
the intent of the parties, which is determined from the language used inter-
preted in the light of the situation of the parties and the circumstances
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a court may look outside the four corners of a contract
connected with the transaction. . . . [T]he intent of the parties is to be
ascertained by a fair and reasonable construction of the written words and
. . . the language used must be accorded its common, natural, and ordinary
meaning and usage where it can be sensibly applied to the subject matter
of the contract. . . . Where the language of the contract is clear and unam-
biguous, the contract is to be given effect according to its terms. . . . The
interpretation of definitive contract language is a question of law over which
our review is plenary. . . . AGW Sono Partners, LLC v. Downtown Soho,
LLC, 343 Conn. 309, 322, 273 A.3d 186 (2022).’’ (Citation omitted; internal
quotation marks omitted.) Smith v. H. Pearce Real Estate Co., 232 Conn.
App. 82, 93, A.3d (2025).
‘‘[If] a party asserts a claim that challenges the trial court’s construction
of a contract, we must first ascertain whether the relevant language in the
agreement is ambiguous. . . . If a contract is unambiguous within its four
corners, intent of the parties is a question of law requiring plenary review.
. . . [If] the language of a contract is ambiguous, the determination of the
parties’ intent is a question of fact, and the trial court’s interpretation is
subject to reversal on appeal only if it is clearly erroneous. . . . A contract
is ambiguous if the intent of the parties is not clear and certain from the
language of the contract itself. . . . Accordingly, any ambiguity in a contract
must emanate from the language used in the contract rather than from one
party’s subjective perception of the terms. . . .
‘‘In ascertaining the intent of contracting parties, we are also mindful that
a court’s interpretation of a contract must also be informed by whether the
terms of the contract are contained in a fully integrated writing. This is
important because [t]he parol evidence rule prohibits the use of extrinsic
evidence to vary or contradict the terms of an integrated written contract.
. . . The parol evidence rule does not apply, however, if the written contract
is not completely integrated.’’ (Internal quotation marks omitted.) Johnson
v. Vita Built, LLC, 217 Conn. App. 71, 84–85, 287 A.3d 197 (2022).
In the present case, the agreement did not contain an integration clause,
and the court thus permitted the parties to present testimony and documen-
tary evidence concerning the circumstances surrounding the making of their
agreement. ‘‘Whether the written contract was actually the final repository
of the oral agreements and dealings between the parties depends on their
intention, evidence as to which is sought in the conduct and language of
the parties and the surrounding circumstances. If the evidence leads to the
conclusion that the parties intended the written contracts to contain the
whole agreement, evidence of oral agreements is excluded, that is, excluded
from consideration in the determination of the rights and obligations of the
litigants, even though it is admitted on the issue of their intention.’’ (Internal
quotation marks omitted.) Medical Device Solutions, LLC v. Aferzon, 207
Conn. App. 707, 730, 264 A.3d 130, cert. denied, 340 Conn. 911, 264 A.3d 94
(2021). Notably, on appeal, the defendants have not raised any claim that
the August 30, 2018 agreement is ambiguous, such that extrinsic evidence,
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and consider additional documents for its terms, let
alone any analysis of relevant law to the facts of this
case.28 Instead, their brief consists primarily of conclu-
sory assertions that the ‘‘side agreement’’ embodied in
the August 15 emails should be considered as part of
the ‘‘main agreement . . . .’’29 We conclude that this
claim is inadequately briefed and, thus, decline to
review it.30 See Estate of Rock v. University of Connecti-
cut, 323 Conn. 26, 33, 144 A.3d 420 (2016) (‘‘[c]laims
are . . . inadequately briefed when they . . . consist
of conclusory assertions . . . with no mention of rele-
vant authority and minimal or no citations from the
record’’ (internal quotation marks omitted)); see, e.g.,
State ex rel. Dunn v. Burton, supra, 229 Conn. App.
310–11 (declining to review claim when defendant’s
including the August 15 emails, is needed to construe its terms. Rather, in
a conclusory fashion, they assert that the August 15 emails constitute a
‘‘side agreement’’ that must be considered with the ‘‘main agreement . . . .’’
28
We do note that the defendants’ appellate reply brief contains a single
citation to authority for the proposition that the interpretation of a contract
involves a matter of law subject to plenary review.
29
At trial, Snow testified that he entered into the agreement ‘‘[a]gainst
[his] better judgment’’ and that he ‘‘should have spent more time on what
[he] was actually agreeing to.’’ The defendants also acknowledge in their
appellate brief that Snow should have incorporated the ‘‘side agreement’’
into the August 30, 2018 written agreement. From this, it appears that Snow
regrets having entered into the agreement with the plaintiff and would like
this court to invalidate it. ‘‘[C]ourts [however] do not unmake bargains
unwisely made. Absent other infirmities, bargains moved on calculated con-
siderations, and whether provident or improvident, are entitled nevertheless
to sanctions of the law. . . . Although parties might prefer to have the court
decide the plain effect of their contract contrary to the agreement, it is not
within its power to make a new and different agreement . . . .’’ (Internal
quotation marks omitted.) New Milford v. Standard Demolition Services,
Inc., 212 Conn. App. 30, 57, 274 A.3d 911, cert. denied, 345 Conn. 908, 283
A.3d 506 (2022).
30
Even if this court were to review the defendants’ claim and to construe
the agreement as ambiguous, the trial court specifically found not credible
Snow’s testimony ‘‘that he understood that payment would be made only
if the projects on which the plaintiff worked performed well . . . .’’ We are
bound by that credibility determination and cannot disregard it. See Al-
Fikey v. Obaiah, supra, 196 Conn. App. 20.
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brief contained no meaningful analysis, no citations to
relevant legal principles, and no analysis of how facts
of case related to applicable case law); C. W. v. War-
zecha, 225 Conn. App. 137, 147, 314 A.3d 617 (2024)
(claim was deemed inadequately briefed when defen-
dant provided no applicable legal authority or meaning-
ful analysis in support of claim); Kelib v. Connecticut
Housing Finance Authority, 100 Conn. App. 351, 353,
918 A.2d 288 (2007) (declining to review claim when
‘‘brief . . . [was] bereft of any meaningful legal analy-
sis’’); Mullen & Mahon, Inc. v. Mobilmed Support Ser-
vices, LLC, 62 Conn. App. 1, 10, 773 A.2d 952 (2001)
(‘‘[w]here the parties cite no law and provide no analysis
of their claims, we do not review such claims’’).
V
Finally, we address the defendants’ claim concerning
the court’s award of damages. Specifically, the defen-
dants claim that the ‘‘court committed clear error in
double counting the base amount of damages in its
calculation of total damages.’’ The court awarded base
damages in the amount of $457,000 for breach of con-
tract. With respect to contractual interest, the court
used a calculation set forth by the plaintiff in his post-
trial brief, in which the plaintiff calculated the amount
of interest due to be $564,133.40, which, when added
to the base damages, equals $1,021,133.40. In its memo-
randum of decision, however, the court stated: ‘‘Based
upon the credible evidence presented at trial, the court
awards damages under the express terms [of the] con-
tract in the sum of $457,000. The court further awards
contractual interest [as discussed previously in its deci-
sion] in the sum of $1,021,133.40. . . . For all the fore-
going reasons, judgment enters for the plaintiff and
against the defendants, jointly and severally, in the
amount of $457,000, together with interest in the
amount of $1,021,133.40, plus costs.’’ The total damages
awarded by the court, therefore, amounted to
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$1,478,133.40. Although the court had adopted the plain-
tiff’s calculation of interest, which it specifically found
the defendants did not dispute, it made an award of
interest in the amount of $1,021,133.40, the figure
reached by the plaintiff after adding base damages of
$457,000 and interest in the amount of $564,133.40. The
plaintiff does not take issue with this claim and states
in his appellate brief that he ‘‘will defer to this court’s
calculation on the amount owed.’’

‘‘Our standard of review applicable to challenges to
damages awards is well settled. . . . [T]he trial court
has broad discretion in determining damages. . . . The
determination of damages involves a question of fact
that will not be overturned unless it is clearly erroneous.
. . . [If], however, a damages award is challenged on
the basis of a question of law, our review [of that ques-
tion] is plenary.’’ (Internal quotation marks omitted.)
AAA Advantage Carting & Demolition Service, LLC v.
Capone, 221 Conn. App. 256, 285, 301 A.3d 1111, cert.
denied, 348 Conn. 924, 304 A.3d 442 (2023), and cert.
denied, 348 Conn. 924, 304 A.3d 442 (2023).

In this appeal, the defendants challenge only the
court’s ‘‘double counting’’ of the base amount of dam-
ages and not the amount of the plaintiff’s calculation
of the interest owed, which the court clearly meant to
use in fashioning its damages award. We conclude that
the damages awarded by the court incorrectly include
duplicative base damages. Accordingly, the case must
be remanded with direction to render judgment in the
total amount of $1,021,133.40, which includes base dam-
ages of $457,000 and interest in the amount of
$564,133.40.

The judgment is reversed with respect to the award
of damages and the case is remanded with direction to
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render judgment awarding damages in the total amount
of $1,021,133.40; the judgment is affirmed in all other
respects.
In this opinion the other judges concurred.