CourtListener 10131816•Meineke Bristol, LLC v. Premier Auto, LLC
Meineke Bristol, LLC v. Premier Auto, LLC
CourtListener 10131816Connappct30 de jul. de 2024
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Meineke Bristol, LLC v. Premier Auto, LLC
MEINEKE BRISTOL, LLC v. PREMIER
AUTO, LLC, ET AL.
MARIAMMA BABU, LLC v. PREMIER
AUTO, LLC, ET AL.
585 MAIN STREET, LLC v. PREMIER
AUTO, LLC, ET AL.
PREMIER AUTO, LLC v. AMERICAN TRADING
COMPANY, INC., ET AL.
(AC 46467)
Cradle, Suarez and Westbrook, Js.
Syllabus
P Co. and F appealed to this court from the judgments rendered by the trial
court in four related civil actions that were consolidated for trial and
that encompassed various claims by multiple entities concerning the
sale of three businesses to P Co. and associated leases, notes, and
guarantee agreements. Held:
1. This court dismissed the portion of the appeal related to P Co. and F’s
claim that the trial court abused its discretion when it precluded them
from presenting certain evidence at trial; because P Co. and F failed to
challenge on appeal each of two independent grounds on which the
trial court excluded the evidence, this court could not grant them any
practical relief.
2. This court declined to consider the merits of P Co.’s claim that the trial
court erred in determining that P Co. failed to prove its breach of
contract cause of action, as P Co. failed to provide an adequate record
for review.
Argued May 21—officially released July 30, 2024
Procedural History
Action, in the first case, to recover damages for, inter
alia, fraudulent transfer, and for other relief, brought
to the Superior Court in the judicial district of New
Britain, Housing Session, action, in the second case, to
recover damages for, inter alia, fraudulent transfer, and
for other relief, brought to the Superior Court in the
judicial district of Middlesex, action, in a third case, to
recover damages for, inter alia, fraudulent transfer, and
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Meineke Bristol, LLC v. Premier Auto, LLC
for other relief, brought to the Superior Court in the
judicial district of Fairfield, Housing Session at Bridge-
port, and action, in a fourth case, to recover damages
for, inter alia, breach of contract, and for other relief,
brought to the Superior Court in the judicial district of
Middlesex; thereafter, the first two cases were trans-
ferred to the Superior Court in the judicial district of
Fairfield, Housing Session at Bridgeport; subsequently,
the cases were consolidated and transferred to the
Superior Court in the judicial district of Hartford, Com-
plex Litigation Docket, where the named defendant in
the first three cases and the defendants in the fourth
case filed various counterclaims; thereafter, Michael J.
Flynn was cited in as a defendant in the first three
cases, and Patrick Flynn was cited in as a counterclaim
defendant in the fourth case; subsequently, the plaintiff
in each of the first three cases withdrew its claims as
against Michael J. Flynn; thereafter, the cases were tried
to the court, Farley, J.; judgment in each of the first
three cases for Patrick Flynn on the counts of the com-
plaints alleging fraudulent transfer, for the plaintiff in
each of the first three cases on all remaining counts of
the complaints and on the counterclaims, and judgment
for the defendants in the fourth case on the complaint
and on the counterclaim, from which Premier Auto,
LLC, et al. appealed to this court. Appeal dismissed in
part; affirmed.
Paul H. D. Stoughton, for the appellants (named
defendant et al. in the first three cases and named plain-
tiff in the fourth case).
Colin B. Connor, for the appellee (plaintiff in the
first case).
Opinion
SUAREZ, J. Premier Auto, LLC (Premier Auto), and
Patrick Flynn appeal from the judgments rendered by
the trial court in four related civil actions that were
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Meineke Bristol, LLC v. Premier Auto, LLC
consolidated for trial.1 The actions encompass various
claims by multiple entities concerning the sale by Vaz-
hayil Babu of three businesses as well as associated
leases, notes, and guarantee agreements to Premier
1
In Meineke Bristol, LLC v. Premier Auto, LLC, Superior Court, judicial
district of Hartford, Docket No. CV-XX-XXXXXXX-S, Meineke Bristol, LLC,
brought an action against Premier Auto, Patrick Flynn, and Michael J. Flynn.
Counts one and two of the amended complaint, directed at Premier Auto,
sounded in breach of commercial lease and unjust enrichment, respectively.
Counts three, four, and five, directed at Patrick Flynn, sounded in breach
of personal guarantee, fraudulent transfer, and common-law fraudulent con-
veyance, respectively. Counts six and seven, directed at Michael J. Flynn,
sounded in fraudulent transfer and common-law fraudulent conveyance,
respectively. Premier Auto filed a two count counterclaim sounding in inten-
tional misrepresentation and negligent misrepresentation.
In Mariamma Babu, LLC v. Premier Auto, LLC, Superior Court, judicial
district of Hartford, Docket No. CV-XX-XXXXXXX-S, Mariamma Babu, LLC,
brought an action against Premier Auto, Patrick Flynn, and Michael J. Flynn.
Counts one and two of the amended complaint, directed at Premier Auto,
sounded in breach of commercial lease and unjust enrichment, respectively.
Counts three, four, and five, directed at Patrick Flynn, sounded in breach
of personal guarantee, fraudulent transfer, and common-law fraudulent con-
veyance, respectively. Counts six and seven, directed at Michael J. Flynn,
sounded in fraudulent transfer and common-law fraudulent conveyance,
respectively. Premier Auto filed a two count counterclaim sounding in inten-
tional misrepresentation and negligent misrepresentation.
In 585 Main Street, LLC v. Premier Auto, LLC, Superior Court, judicial
district of Hartford, Docket No. CV-XX-XXXXXXX-S, 585 Main Street, LLC,
brought an action against Premier Auto, Patrick Flynn, and Michael J. Flynn.
Counts one and two of the amended complaint, directed at Premier Auto,
sounded in breach of commercial lease and unjust enrichment, respectively.
Counts three, four, and five, directed at Patrick Flynn, sounded in breach
of personal guarantee, fraudulent transfer, and common-law fraudulent con-
veyance, respectively. Counts six and seven, directed at Michael J. Flynn,
sounded in fraudulent transfer and common-law fraudulent conveyance,
respectively. Premier Auto filed a two count counterclaim sounding in inten-
tional misrepresentation and negligent misrepresentation.
In Premier Auto, LLC v. American Trading Co., Superior Court, judicial
district of Hartford, Docket No. CV-XX-XXXXXXX-S, Premier Auto brought an
action against American Trading Company, Inc.; Babu & Sons, LLC; Bristol
Muffler, Inc.; Vital, Inc.; and Vazhayil Babu. In its revised complaint, Premier
Auto alleged causes of action sounding in breach of contract, intentional
misrepresentation, and negligent misrepresentation. American Trading Com-
pany, Inc.; Babu & Sons, LLC; Bristol Muffler, Inc.; Vital, Inc.; and Vazhayil
Babu thereafter filed various counterclaims against Premier Auto sounding
in breach of contract. On February 18, 2021, Patrick Flynn was cited in as
a counterclaim defendant in this action.
In light of the fact that Premier Auto and Patrick Flynn had various party
designations at the time of trial, for simplicity we will refer in this opinion
to these parties by name, rather than by a party designation.
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Meineke Bristol, LLC v. Premier Auto, LLC
Auto. On appeal, Premier Auto and Patrick Flynn claim
that the trial court abused its discretion when it pre-
cluded them from presenting certain evidence. Premier
Auto also claims that the court erred in determining
that Premier Auto failed to prove its breach of contract
cause of action. For the reasons set forth subsequently
in this opinion, we conclude that the portion of the
appeal concerning the first claim is moot and must be
dismissed. With respect to the remaining claim in this
appeal, we affirm the judgments of the trial court.
The following facts, as found by the court, Farley,
J., and procedural history are relevant to the resolution
of this appeal. ‘‘These four consolidated actions arise
out of a purchase and sale agreement for three Meineke
auto repair shops, along with two notes associated with
the agreement, three commercial leases for the three
shop locations in Bristol, Middletown and Monroe, Con-
necticut, and guarantee agreements associated with the
notes and leases. In Premier Auto, LLC v. American
Trading Co., Superior Court, judicial district of Hart-
ford, Docket No. CV-XX-XXXXXXX-S, Premier Auto sued
several corporate entities2 that constitute the ‘seller’ in
the purchase and sale agreement as well as the seller’s
individual ‘controlling stockholder’3 (collectively
referred to as the ‘Babu defendants’). The suit alleges a
breach of the purchase and sale agreement, intentional
misrepresentation, and negligent misrepresentation.
The Babu defendants have asserted a counterclaim
against Premier Auto and added Patrick Flynn, the guar-
antor of the notes, as an additional counterclaim defen-
dant. The counterclaim alleges breach of the purchase
and sale agreement, the notes and the guarantee. In
Meineke Bristol, LLC v. Premier Auto, LLC, Superior
Court, judicial district of Hartford, Docket No. CV-20-
2
‘‘The defendant entities are: American Trading Company, Inc.; Babu &
Sons, LLC; Bristol Muffler, Inc.; and Vital, Inc. (the ‘Babu entities’).’’
3
‘‘The individual defendant is Vazhayil Babu (‘Babu’).’’
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Meineke Bristol, LLC v. Premier Auto, LLC
5066300-S, Mariamma Babu, LLC v. Premier Auto,
LLC, Superior Court, judicial district of Hartford,
Docket No. CV-XX-XXXXXXX-S, and 585 Main Street, LLC
v. Premier Auto, LLC, Superior Court, judicial district
of Hartford, Docket No. CV-XX-XXXXXXX-S, the named
plaintiffs (the ‘landlord plaintiffs’) at the three locations
seek to recover past and accelerated rents pursuant to
the leases and associated guarantees. They also assert
a fraudulent transfer claim against [Patrick] Flynn, the
guarantor. Premier Auto and [Patrick] Flynn plead inten-
tional and negligent misrepresentation as a defense
and assert counterclaims against the landlord plaintiffs
alleging intentional and negligent misrepresentation.
‘‘The case was tried to the court for two days, fol-
lowed by posttrial briefing. The court finds the issues
in favor of the landlord plaintiffs on their claims for
breach of the lease agreements and associated guaran-
tees and against Premier Auto and [Patrick] Flynn on
the counterclaims asserted in those collection actions.
The court finds in favor of [Patrick] Flynn on the fraudu-
lent transfer claims. The court finds in favor of the Babu
defendants and against Premier Auto on its breach of
contract claim and its intentional and negligent misrep-
resentation claims in Premier Auto, LLC v. American
Trading Co. and finds in favor of the Babu defendants
on their counterclaims in that case for breach of con-
tract against Premier Auto and breach of guarantee
against [Patrick] Flynn.’’4 (Footnotes in original.) This
The court set forth its award of damages as follows: ‘‘In Premier Auto,
4
LLC v. American Trading Co., supra, Superior Court, Docket No. CV-20-
5066305-S, the court enters judgment against the plaintiff, Premier Auto, on
its complaint and in favor of the defendants against Premier Auto and
[Patrick] Flynn as follows on the counterclaims. Judgment enters on count
one of the counterclaims against Premier Auto and in favor of American
Trading Company, Inc.; Bristol Muffler, Inc.; and Vital, Inc., in the amount
of $1 each, plus costs and attorney’s fees of $36,727.05. Judgment enters
on count one in favor of Babu & Sons, LLC, in the amount of $299,347.08,
plus costs and attorney’s fees of $36,727.05. Judgment enters on count two
of the counterclaims against Premier Auto and in favor of Babu & Sons,
LLC, in the amount of $130,368.90. Judgment enters on count three of the
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Meineke Bristol, LLC v. Premier Auto, LLC
appeal followed. Additional facts and procedural his-
tory will be set forth as necessary.
I
Premier Auto and Patrick Flynn first claim that the
court abused its discretion when it precluded them from
presenting certain evidence at trial. We conclude that
this claim is moot.
counterclaims against Premier Auto and in favor of Babu & Sons, LLC, in the
amount of $168,978.18. Judgment enters on count four of the counterclaims
against Patrick Flynn and in favor of Babu & Sons, LLC, in the amount of
$299,347.08, plus costs and attorney’s fees in the amount of $36,727.05. The
damages awarded in count four are duplicative of the damages awarded
under counts two and three, which, in turn, are duplicative of the damages
awarded to Babu & Sons, LLC, on count one. $299,347.08 is the maximum
amount Babu & Sons, LLC, may recover from either or both of Premier
Auto and [Patrick] Flynn on the counterclaims. The award of attorney’s fees
is duplicative as to all parties and on all counts and recoverable only once
against Premier Auto and/or [Patrick] Flynn.
‘‘In Meineke Bristol, LLC v. Premier Auto, LLC, supra, Superior Court,
Docket No. CV-XX-XXXXXXX-S, judgment enters in favor of the plaintiff and
against the defendants, Premier Auto and Patrick Flynn, on the plaintiff’s
complaint in the amount of $392,438.45, plus costs and attorney’s fees in
the amount of $22,196.13, for a total judgment of $414,634.58. The judgment
against Premier Auto is duplicative of the judgment against [Patrick] Flynn
and may only be recovered up to the amount of $414,634.58 against either
or both of them. Judgment enters against Premier Auto on its counterclaims.
‘‘In Mariamma Babu, LLC v. Premier Auto, LLC, supra, Superior Court,
Docket No. CV-XX-XXXXXXX-S, judgment enters in favor of the plaintiff and
against the defendants, Premier Auto and Patrick Flynn, on the plaintiff’s
complaint in the amount of $647,125.66, plus costs and attorney’s fees in
the amount of $22,196.13, for a total judgment of $669,321.79. The judgment
against Premier Auto is duplicative of the judgment against [Patrick] Flynn
and may only be recovered up to the amount of $669,321.79 against either
or both of them. Judgment enters against Premier Auto on its counterclaims.
‘‘In 585 Main Street, LLC v. Premier Auto, LLC, supra, Superior Court,
Docket No. CV-XX-XXXXXXX-S, judgment enters in favor of the plaintiff and
against the defendants, Premier Auto and Patrick Flynn, on the plaintiff’s
complaint in the amount of $1,268,213.95, plus costs and attorney’s fees in
the amount of $22,196.13, for a total judgment of $1,290,410.08. The judgment
against Premier Auto is duplicative of the judgment against [Patrick] Flynn
and may only be recovered up to the amount of $1,290,410.08 against either
or both of them. Judgment enters against Premier Auto on its counterclaims.’’
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Meineke Bristol, LLC v. Premier Auto, LLC
The following additional facts and procedural history
are relevant to this claim. On the second day of trial,
Premier Auto attempted to introduce into evidence,
through Patrick Flynn’s testimony during its case-in-
chief, a marketing brochure. Premier Auto and Patrick
Flynn represent that this document had been prepared
by an agent of the Babu defendants and was given to
and relied on by Premier Auto and Patrick Flynn prior
to the purchase of the Meineke franchises. It is also
undisputed that, contrary to discovery requests and a
trial management order, Premier Auto had not pro-
duced this document prior to the second day of trial.
The Babu defendants and the landlord plaintiffs objected
to its admission on several grounds, including lack of
authentication, hearsay, and late disclosure. The court
sustained the objection.
In its memorandum of decision, the court stated that
it excluded the brochure on two grounds: lack of
authentication and late disclosure. The court reasoned
that ‘‘[t]he circumstances under which the brochure
was produced, in the middle of the trial even though it
ostensibly constituted the heart of the proponents’ case,
without any authentication by either the Babu [defen-
dants] or [their broker, Ken] Stein, left the authenticity
of the materials in question. Principally, however, the
court excluded these materials because they should
have been produced long before the trial and, at a mini-
mum, when the parties submitted their compliance with
the trial management order. [Patrick] Flynn testified
that after the first day of evidence he ‘realized the impor-
tance of spending additional time trying to locate a copy’
of the brochure. He should have realized its importance
when responding to discovery and preparing exhibits
for trial. The Babu defendants . . . were prejudiced by
the failure of Premier Auto and [Patrick] Flynn to locate
and produce this material sooner than halfway through
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Meineke Bristol, LLC v. Premier Auto, LLC
the trial. The Babu defendants had no fair and reason-
able opportunity to investigate and defend a claim based
on this material.’’
The court expressly relied on two independent legal
grounds in precluding the evidence at issue. In their
appellate brief, Premier Auto and Patrick Flynn merely
assert that their late disclosure of the brochure could
not have prejudiced the Babu defendants because it
was prepared by a third party on the Babu defendants’
behalf. Thus, Premier Auto and Patrick Flynn challenge
the court’s ruling on only one ground, that the evidence
was prejudicial due to its untimely disclosure. Premier
Auto and Patrick Flynn do not challenge the court’s
conclusion that the evidence was not properly authenti-
cated.
‘‘[W]here alternative grounds found by the reviewing
court and unchallenged on appeal would support the
trial court’s judgment, independent of some challenged
ground, the challenged ground that forms the basis of
the appeal is moot because the court on appeal could
grant no practical relief to the complainant.’’ (Internal
quotation marks omitted.) Horenian v. Washington,
128 Conn. App. 91, 99, 15 A.3d 1194 (2011); see also
Bongiorno v. J & G Realty, LLC, 211 Conn. App. 311,
322, 272 A.3d 700 (2022).
Therefore, because the appellants have not chal-
lenged on appeal each independent ground for exclud-
ing the proffered exhibit, we cannot grant them any
practical relief with respect to their first claim. Accord-
ingly, we dismiss the portion of the appeal related to
that claim as moot.
II
Premier Auto next claims that the court erred in
determining that it failed to prove its breach of contract
cause of action. We decline to reach the merits of this
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Meineke Bristol, LLC v. Premier Auto, LLC
claim because Premier Auto has failed to provide an
adequate record for review.
The following factual and procedural history is rele-
vant to our resolution of this claim. One of the core
factual disputes at trial was whether certain tax returns
containing adverse financial information about the
Meineke franchises were disclosed to Patrick Flynn.
Patrick Flynn testified that there was never any such
disclosure from either the Babu defendants or Stein.
Premier Auto claimed before the trial court that the
failure to disclose these materials amounted to a breach
of the purchase and sale agreement. The Babu defen-
dants argued that the records were turned over to Stein
with the direction for them to be given to Premier Auto
and Patrick Flynn. Stein was not called to testify at
trial, and no other evidence as to whether the tax
returns were disclosed was presented. In its memoran-
dum of decision, the court ‘‘[found] the evidence in
equipoise, requiring the conclusion that Premier Auto
failed to carry its burden on the issue.’’ Premier Auto
now argues that the evidence was not in equipoise and,
in actuality, ‘‘the evidence of nondisclosure was clear
and unequivocal.’’
‘‘Factual findings are subject to a clearly erroneous
standard of review. . . . It is well established that [a]
finding of fact will not be disturbed unless it is clearly
erroneous in view of the evidence and pleadings in the
whole record. . . . A finding of fact is clearly errone-
ous 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 . . . . Our authority, when reviewing
the findings of a judge, is circumscribed by the defer-
ence we must give to decisions of the trier of fact, who
is usually in a superior position to appraise and weigh
the evidence. . . . The question for this court . . . is
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Meineke Bristol, LLC v. Premier Auto, LLC
not whether it would have made the findings the trial
court did, but whether in view of the evidence and
pleadings in the whole record it is left with the definite
and firm conviction that a mistake has been commit-
ted.’’ (Internal quotation marks omitted.) J. M. v. E. M.,
216 Conn. App. 814, 820–21, 286 A.3d 929 (2022).
‘‘A determination regarding whether the court’s find-
ing was clearly erroneous requires that we review all
of the evidence presented to the trial court, including
the testimony of the witnesses. Thus, the transcript of
the trial is necessary on appeal in order to properly
evaluate whether the evidence presented to the trial
court supports the court’s conclusion . . . .
‘‘[An appellant] has the burden of providing this court
with a record from which this court can review any
alleged claims of error. . . . Practice Book § 61-10 (a)
provides: It is the responsibility of the appellant to pro-
vide an adequate record for review. . . . The general
purpose of [the relevant] rules of practice . . . [requir-
ing the appellant to provide a sufficient record] is to
ensure that there is a trial court record that is adequate
for an informed appellate review of the various claims
presented by the parties. . . . It is not an appropriate
function of this court, when presented with an inade-
quate record, to speculate as to the reasoning of the
trial court or to presume error from a silent record.’’
(Citations omitted; internal quotation marks omitted.)
Id., 821–22.
In the present case, on May 18, 2023, Premier Auto
and Patrick Flynn, through their counsel, filed with the
Office of the Appellate Clerk a certificate regarding
transcripts indicating that, ‘‘pursuant to Practice Book
§ 63-4 (3) . . . no transcript is deemed necessary for
this appeal.’’ Our rules of practice, nevertheless, permit
a party to include ‘‘portions of the transcript’’ in the
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Meineke Bristol, LLC v. Premier Auto, LLC
appendix to their briefs. See Practice Book § 67-8 (a).5
In the appendix to its principal brief, Premier Auto
provided this court with a portion of the trial transcripts
from the July 13 and 14, 2022 trial dates.6 Premier Auto
describes these excerpts as being taken from the testi-
mony of Patrick Flynn and Babu. These excerpts, how-
ever, do not provide this court with a complete record
of the testimony of these witnesses.7
In connection with a claim that requires this court
to review the evidence presented at trial, we do not
merely rely on an appellant’s characterization of the
evidence or review only the portions of the evidence
on which it relies. Instead, we must consider the evi-
dence as a whole, including evidence of a testimonial
nature. In the absence of a complete transcript, we
would have to resort to speculation to resolve Premier
Auto’s claim that the court erred in determining that it
failed to prove its breach of contract cause of action.
See Maye v. Canady, 214 Conn. App. 455, 461, 280 A.3d
1270, cert. denied, 345 Conn. 919, 284 A.3d 627 (2022);
see also R & P Realty Co. v. Peerless Indemnity Ins.
Co., 193 Conn. App. 374, 380, 219 A.3d 429 (2019) (‘‘[i]n
the absence of transcripts of the entire trial, we cannot
evaluate the plaintiffs’ arguments in support of their
appellate claim without resorting to speculation’’
(emphasis added)). Accordingly, we are unable to
5
Practice Book § 67-8 provides in relevant part: ‘‘(a) . . . A party appen-
dix may be used: (1) to include excerpts from exhibits; (2) to include excerpts
from the transcripts deemed necessary by any parties pursuant to Section
63-4 (a) (3); (3) to provide other items from the proceeding below that a
party deems necessary for the proper presentation of the issues on appeal;
or (4) to comply with other provisions of the rules of practice that require
the inclusion of certain materials in the party appendix. . . .’’
6
Specifically, Premier Auto submitted seven pages of the July 13, 2022
transcript and nine pages of the July 14, 2022 transcript.
7
We note that Meineke Bristol, LLC, filed an appellee’s brief in this appeal
and, in the appendix to its brief, also included portions of the trial transcripts
of July 13 and 14, 2022. These additional excerpts of the transcripts do not
alter our conclusion that the record is inadequate for review.
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Meineke Bristol, LLC v. Premier Auto, LLC
address the merits of this claim because Premier Auto
has not provided this court with an adequate record
for review.
The portion of the appeal challenging the preclusion
of certain evidence is dismissed; the judgments are
affirmed in all other respects.
In this opinion the other judges concurred.
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