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Conn.App.,2010.
73-75 Main Ave., LLC v. PP Door Enterprise, Inc.
120 Conn.App. 150, 991 A.2d 650
Argued Dec. 4, 2009.
Decided March 30, 2010.
Background: Landlord brought action against commercial tenant and tenant's owner for breach of lease. The Supe-
rior Court, Judicial District of Stamford-Norwalk, Housing Session, Jack L. Grogins, Judge Trial Referee, entered
(3) finding that owner signed check made out to landlord for first and last months rent and security deposit was
clearly erroneous, but error was harmless;
(4) conclusion that owner's reasons for stopping rent payments were of no consequence to determination that man-
ager had apparent authority to bind tenant was not clearly erroneous; and
(5) guaranty for rent was not enforceable against owner, under statute of frauds.
106 Courts
106II Establishment, Organization, and Procedure
106II(A) Creation and Constitution
106k50 k. Divisions and parts of courts. Most Cited Cases
30 Appeal and Error
30XVI Review
30XVI(A) Scope, Standards, and Extent, in General
30k838 Questions Considered
30k842 Review Dependent on Whether Questions Are of Law or of Fact
© 2010 Thomson Reuters. No Claim to Orig. US Gov. Works.
106 Courts
106III Courts of General Original Jurisdiction
106III(B) Courts of Particular States
106k125 k. California. Most Cited Cases
Even if complaint fails to allege circumstances constituting a housing matter, such a deficiency will not deprive the
trial court of jurisdiction over the action; a judge of the Superior Court assigned to hear housing matters does not
lose his general authority to hear any cause of action pending in that court. C.G.S.A. § 47a-68.
[4] Principal and Agent 308 124(1)
Whether apparent authority exists is a question of fact, requiring the trier of fact to evaluate the parties' conduct in
light of the attenuating circumstances.
[5] Principal and Agent 308 99
or allows third persons to believe his agent possesses.
[6] Principal and Agent 308 99
308 Principal and Agent
[7] Principal and Agent 308 99
308 Principal and Agent
308III Rights and Liabilities as to Third Persons
© 2010 Thomson Reuters. No Claim to Orig. US Gov. Works.
308III(A) Powers of Agent
308k98 Implied and Apparent Authority
308k99 k. In general. Most Cited Cases
Principal and Agent 308 124(1)
308 Principal and Agent
308III Rights and Liabilities as to Third Persons
308III(A) Powers of Agent
308k124 Questions for Jury
[8] Principal and Agent 308 126(5)
308 Principal and Agent
308III Rights and Liabilities as to Third Persons
form credit checks, landlord received documents from manager and tenant's owner containing names, social security
numbers, addresses and signatures of both manager and owner, lease and guaranty agreements were returned to
landlord signed by both manager and owner, and rent checks were drawn on tenant's bank accounts and were signed
by owner.
308k123 Weight and Sufficiency
308k123(11) k. Authority as to lease of property. Most Cited Cases
Trial court's finding that commercial tenant's owner signed check made out to landlord consisting of first and last
months rent and security deposit, as grounds for finding that tenant's putative manager had apparent authority to
bind tenant, was clearly erroneous, in action for breach of lease, insofar as there was no evidence that owner signed
30XVI(J) Harmless Error
30XVI(J)21 Findings
30k1071 Findings by Court or Referee
30XVII Determination and Disposition of Cause
30XVII(D) Reversal
30k1178 Ordering New Trial, and Directing Further Proceedings in Lower Court
30k1178(1) k. In general. Most Cited Cases
Where some of the facts found by the trial court are clearly erroneous and others are supported by the evidence, Ap-
30 Appeal and Error
30XVI Review
30XVI(J) Harmless Error
30XVI(J)21 Findings
30k1071 Findings by Court or Referee
ant's behalf, since check was presented with fully executed guaranty and lease agreement, owner had given her so-
cial security and credit information so that manager would be able to lease building, and owner made five rent pay-
ments pursuant to lease.
[12] Principal and Agent 308 123(11)
308k123(11) k. Authority as to lease of property. Most Cited Cases
Trial court's conclusion that reasons given by commercial tenant's owner for stopping rent payments after putative
manager's accident were of no consequence to determination that manager had apparent authority to bind tenant to
lease was not clearly erroneous, in landlord's action for breach of lease, even though there was no evidence as to
specific date of accident or circumstances of accident, and despite owner's claim that owner intended only to help
© 2010 Thomson Reuters. No Claim to Orig. US Gov. Works.
commercial real estate located at 73 Main Street, Norwalk, entered into a written lease agreement with PP Door for
the use and occupancy of a portion of the property, identified as Store # 2.FN3 The lease was executed by Lawrence
W. Goichman, who was the principal member of the plaintiff and of S.C.G. Commercial Real Estate (S.C.G.), a
property management company that managed the property at 73 Main Street. The lease also was signed by Nan
Zhang, as manager of PP Door. FN4 Each page of the lease agreement also was initialed by the signatories.
FN3. The lease was for a term of five years and two months, and PP Door agreed to pay $1669.79 per
month in base rent for a period of two years, with an annual increase in the monthly rate during the remain-
ing years of the lease term, plus 10.25 percent of certain common charges.
FN4. The defendants deny that Zhang was a manager for PP Door or that he was authorized to act on their
behalf.
the fax cover sheet, which bore the business name, address, telephone and fax numbers of PP Door, Zhang wrote to
Donovan that “[a]ll plans for the Norwalk store [were] laid out last week. My company ha[s] put people and re-
sources into this project. I understand the landlord is holding up time. Would you please try to expedite the lease-
signing process.”
tiff. The check bore the name Splendid Prosperity Company, and there was no testimony as to who signed the check.
Upon receipt of the check and the signed lease agreement, the plaintiff permitted PP Door to take possession of the
property and to commence its business operations.
FN5. Linda Gargano, an operations manager at S.C.G., testified that at the time the signed documents were
received, the plaintiff had no reason to doubt the authenticity of the signatures.
April payment was the last monthly payment received by the plaintiff. PP Door failed to make any further monthly
payments, nor did it pay the common charges.
FN6. Li testified that PYML U.S.A., Inc., had the same tax identification number as PP Door and that the
business address listed for this entity was the same as her home address.
At trial, Li testified that she was the sole owner and operator of PP Door. She denied that Zhang was the manager of
PP Door and that he was employed in any way by PP Door. She also denied signing the guarantee agreement. She
© 2010 Thomson Reuters. No Claim to Orig. US Gov. Works.
106 Courts
106III Courts of General Original Jurisdiction
106III(B) Courts of Particular States
106k125 k. California. Most Cited Cases
Even if complaint fails to allege circumstances constituting a housing matter, such a deficiency will not deprive the
trial court of jurisdiction over the action; a judge of the Superior Court assigned to hear housing matters does not
lose his general authority to hear any cause of action pending in that court. C.G.S.A. § 47a-68.
[4] Principal and Agent 308 124(1)
Whether apparent authority exists is a question of fact, requiring the trier of fact to evaluate the parties' conduct in
light of the attenuating circumstances.
[5] Principal and Agent 308 99
or allows third persons to believe his agent possesses.
[6] Principal and Agent 308 99
308 Principal and Agent
[7] Principal and Agent 308 99
308 Principal and Agent
308III Rights and Liabilities as to Third Persons
© 2010 Thomson Reuters. No Claim to Orig. US Gov. Works.
308III(A) Powers of Agent
308k98 Implied and Apparent Authority
308k99 k. In general. Most Cited Cases
Principal and Agent 308 124(1)
308 Principal and Agent
308III Rights and Liabilities as to Third Persons
308III(A) Powers of Agent
308k124 Questions for Jury
[8] Principal and Agent 308 126(5)
308 Principal and Agent
308III Rights and Liabilities as to Third Persons
form credit checks, landlord received documents from manager and tenant's owner containing names, social security
numbers, addresses and signatures of both manager and owner, lease and guaranty agreements were returned to
landlord signed by both manager and owner, and rent checks were drawn on tenant's bank accounts and were signed
by owner.
308k123 Weight and Sufficiency
308k123(11) k. Authority as to lease of property. Most Cited Cases
Trial court's finding that commercial tenant's owner signed check made out to landlord consisting of first and last
months rent and security deposit, as grounds for finding that tenant's putative manager had apparent authority to
bind tenant, was clearly erroneous, in action for breach of lease, insofar as there was no evidence that owner signed
30XVI(J) Harmless Error
30XVI(J)21 Findings
30k1071 Findings by Court or Referee
30XVII Determination and Disposition of Cause
30XVII(D) Reversal
30k1178 Ordering New Trial, and Directing Further Proceedings in Lower Court
30k1178(1) k. In general. Most Cited Cases
Where some of the facts found by the trial court are clearly erroneous and others are supported by the evidence, Ap-
30 Appeal and Error
30XVI Review
30XVI(J) Harmless Error
30XVI(J)21 Findings
30k1071 Findings by Court or Referee
ant's behalf, since check was presented with fully executed guaranty and lease agreement, owner had given her so-
cial security and credit information so that manager would be able to lease building, and owner made five rent pay-
ments pursuant to lease.
[12] Principal and Agent 308 123(11)
308k123(11) k. Authority as to lease of property. Most Cited Cases
Trial court's conclusion that reasons given by commercial tenant's owner for stopping rent payments after putative
manager's accident were of no consequence to determination that manager had apparent authority to bind tenant to
lease was not clearly erroneous, in landlord's action for breach of lease, even though there was no evidence as to
specific date of accident or circumstances of accident, and despite owner's claim that owner intended only to help
© 2010 Thomson Reuters. No Claim to Orig. US Gov. Works.
commercial real estate located at 73 Main Street, Norwalk, entered into a written lease agreement with PP Door for
the use and occupancy of a portion of the property, identified as Store # 2.FN3 The lease was executed by Lawrence
W. Goichman, who was the principal member of the plaintiff and of S.C.G. Commercial Real Estate (S.C.G.), a
property management company that managed the property at 73 Main Street. The lease also was signed by Nan
Zhang, as manager of PP Door. FN4 Each page of the lease agreement also was initialed by the signatories.
FN3. The lease was for a term of five years and two months, and PP Door agreed to pay $1669.79 per
month in base rent for a period of two years, with an annual increase in the monthly rate during the remain-
ing years of the lease term, plus 10.25 percent of certain common charges.
FN4. The defendants deny that Zhang was a manager for PP Door or that he was authorized to act on their
behalf.
the fax cover sheet, which bore the business name, address, telephone and fax numbers of PP Door, Zhang wrote to
Donovan that “[a]ll plans for the Norwalk store [were] laid out last week. My company ha[s] put people and re-
sources into this project. I understand the landlord is holding up time. Would you please try to expedite the lease-
signing process.”
tiff. The check bore the name Splendid Prosperity Company, and there was no testimony as to who signed the check.
Upon receipt of the check and the signed lease agreement, the plaintiff permitted PP Door to take possession of the
property and to commence its business operations.
FN5. Linda Gargano, an operations manager at S.C.G., testified that at the time the signed documents were
received, the plaintiff had no reason to doubt the authenticity of the signatures.
April payment was the last monthly payment received by the plaintiff. PP Door failed to make any further monthly
payments, nor did it pay the common charges.
FN6. Li testified that PYML U.S.A., Inc., had the same tax identification number as PP Door and that the
business address listed for this entity was the same as her home address.
At trial, Li testified that she was the sole owner and operator of PP Door. She denied that Zhang was the manager of
PP Door and that he was employed in any way by PP Door. She also denied signing the guarantee agreement. She
