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claimed that she signed the credit authorization form because Zhang told her he was too young to have good credit,
© 2010 Thomson Reuters. No Claim to Orig. US Gov. Works.
action.” (Internal quotation marks omitted.) Id., at 277-78, 976 A.2d 750.
[8] On the basis of these criteria, we examine the trial evidence to determine whether the court could have found that
Zhang had apparent authority to enter into the lease on behalf of PP Door. Linda Gargano, an operations manager at
Subsequently, the plaintiff sent the lease and guarantee agreements to PP Door, and received the documents back
with signatures, including the guarantee agreement that was meant for Li. After the initial lease payment, which in-
cluded the first and last months rent and security deposit, each of the next five rent payments was by check from PP
III
The defendants next claim that the court's judgment should be reversed because it was based on evidence that was
was no evidence presented as to who signed the check shown in exhibit J, which was the initial payment consisting
of first months rent, last months rent and security deposit. The defendants argue that this represents more than a
mere misstatement by the court, as was evident from the court's subsequent rhetorical question, “why would PP
Door and ... Li make out a check for the equivalent of three months rent-actually two months rent plus one month of
[10] Initially, we set out the applicable standard of review. “[W]here the factual basis of the court's decision is chal-
lenged we must determine whether the facts set out in the memorandum of decision are supported by the evidence or
whether, in light of the evidence and the pleadings in the whole record, those facts are clearly erroneous.” (Internal
The defendants correctly note that there was no evidence that Li signed the check shown in exhibit J. The court's
ous.
[11] Even if we assume that the court's factual finding in this regard was clearly erroneous, it was harmless. The
court did not base its decision solely on this single fact. As noted previously, the court based its decision on, among
ing because [Zhang] had an accident and she realized that it probably was not a profitable lease any longer is of no
consequence.” The defendants claim, to the contrary, that Li made the rent payments only to help Zhang after the
accident. The defendants also claim that Li only intended to help Zhang temporarily and that she expected to be paid
back, and that it was only when she realized that she was not going to be paid back that she stopped paying the rent.
that she only helped Zhang financially due to his accident. Li's testimony, however, was somewhat contradictory.
On direct examination, she testified that Zhang came to her for help after the accident and, before she wrote a check
to pay the rent, she went to the leased building to “take a look” and counted the inventory. Shortly thereafter, during
cross-examination, Li testified that she had not been to the store before she wrote the first check and that it was only
count all 107 doors that were stocked in the store and to calculate their approximate value. This apparently contra-
dictory testimony provided the court ample opportunity to gauge the credibility of Li's testimony in this regard.
Additionally, the court was faced with evidence that Zhang had a business relationship with Li, that he wanted to be
IV
© 2010 Thomson Reuters. No Claim to Orig. US Gov. Works.
[13] Li claims finally that the court improperly held her personally liable as a guarantor of the lease between the
plaintiff and PP Door, without proof that she signed the guarantee agreement. Specifically, she alleges that because
there was no evidence that she signed the guarantee agreement, the agreement is unenforceable against her. We
agree.
[14] We start by setting forth the standard of review and applicable legal principles. “To the extent that the trial
court has made findings of fact, our review is limited to deciding whether such findings were clearly erroneous.
When, however, the trial court draws conclusions of law, our review is plenary and we must decide whether its con-
clusions are legally and logically correct and find support in the facts that appear in the record.” (Internal quotation
A guarantee, similar to a suretyship,FN9 is a contract, in which a party, sometimes referred to as a secondary obligor,
“contracts to fulfill an obligation upon the default of the principal obligor.” Restatement (Third), Suretyship and
Guaranty § 1, comment (c), p. 6 (1996). To illustrate more clearly, in a situation involving a guarantee, there are
typically two contracts that exist, one between A and B, and a second contract between A and C, whereby C promis-
19-20. This type of agreement is generally subject to the same “requisites of contract formation” that apply to the
formation of any other contract. Id., at § 7. Furthermore, “[p]ursuant to the Statute of Frauds, a contract creating a
secondary obligation is unenforceable as a contract to answer for the duty of another unless there is a written memo-
randum satisfying the Statute of Frauds or an exception applies.” Id., at § 11(1); see also General Statutes § 52-
ly imposed on the secondary obligor by the secondary obligation and not to the nature of the rights inherent
in suretyship status.... Thus, both are governed by the principles set forth in this Restatement.” Restatement
(Third), Suretyship and Guaranty § 1, comment (c), pp. 6-7 (1996).
FN10. General Statutes § 52-550(a) provides: “No civil action may be maintained in the following cases
or (6) upon any agreement for a loan in an amount which exceeds fifty thousand dollars.” (Emphasis add-
ed.)
Therefore, in order for the court to have found Li personally liable as a guarantor of the lease, it had to find that
© 2010 Thomson Reuters. No Claim to Orig. US Gov. Works.
At trial, the plaintiff entered into evidence a written guarantee agreement, which it claimed had been signed by Li.
As noted, there was testimony that, pursuant to the lease agreement, the plaintiff required personal guarantees from
the officers of PP Door, that the plaintiff sent the lease and guarantee agreements for Li and Zhang to Donovan, who
in turn was to forward the documents along to PP Door, and that the plaintiff received back the guarantee agreement
in issuing its decision orally that when comparing the signatures on the lease and guarantee agreements, “the court
cannot determine whether or not they are ... Li's signatures.” On the basis of the evidence presented at trial, the court
had no basis on which it could find that Li had signed the guarantee. Without evidence that Li signed the guarantee,
the agreement is not binding on Li, and, accordingly, she cannot be held liable as a guarantor.
73-75 Main Ave., LLC v. PP Door Enterprise, Inc.
120 Conn.App. 150, 991 A.2d 650
END OF DOCUMENT
© 2010 Thomson Reuters. No Claim to Orig. US Gov. Works.
action.” (Internal quotation marks omitted.) Id., at 277-78, 976 A.2d 750.
[8] On the basis of these criteria, we examine the trial evidence to determine whether the court could have found that
Zhang had apparent authority to enter into the lease on behalf of PP Door. Linda Gargano, an operations manager at
Subsequently, the plaintiff sent the lease and guarantee agreements to PP Door, and received the documents back
with signatures, including the guarantee agreement that was meant for Li. After the initial lease payment, which in-
cluded the first and last months rent and security deposit, each of the next five rent payments was by check from PP
III
The defendants next claim that the court's judgment should be reversed because it was based on evidence that was
was no evidence presented as to who signed the check shown in exhibit J, which was the initial payment consisting
of first months rent, last months rent and security deposit. The defendants argue that this represents more than a
mere misstatement by the court, as was evident from the court's subsequent rhetorical question, “why would PP
Door and ... Li make out a check for the equivalent of three months rent-actually two months rent plus one month of
[10] Initially, we set out the applicable standard of review. “[W]here the factual basis of the court's decision is chal-
lenged we must determine whether the facts set out in the memorandum of decision are supported by the evidence or
whether, in light of the evidence and the pleadings in the whole record, those facts are clearly erroneous.” (Internal
The defendants correctly note that there was no evidence that Li signed the check shown in exhibit J. The court's
ous.
[11] Even if we assume that the court's factual finding in this regard was clearly erroneous, it was harmless. The
court did not base its decision solely on this single fact. As noted previously, the court based its decision on, among
ing because [Zhang] had an accident and she realized that it probably was not a profitable lease any longer is of no
consequence.” The defendants claim, to the contrary, that Li made the rent payments only to help Zhang after the
accident. The defendants also claim that Li only intended to help Zhang temporarily and that she expected to be paid
back, and that it was only when she realized that she was not going to be paid back that she stopped paying the rent.
that she only helped Zhang financially due to his accident. Li's testimony, however, was somewhat contradictory.
On direct examination, she testified that Zhang came to her for help after the accident and, before she wrote a check
to pay the rent, she went to the leased building to “take a look” and counted the inventory. Shortly thereafter, during
cross-examination, Li testified that she had not been to the store before she wrote the first check and that it was only
count all 107 doors that were stocked in the store and to calculate their approximate value. This apparently contra-
dictory testimony provided the court ample opportunity to gauge the credibility of Li's testimony in this regard.
Additionally, the court was faced with evidence that Zhang had a business relationship with Li, that he wanted to be
IV
© 2010 Thomson Reuters. No Claim to Orig. US Gov. Works.
[13] Li claims finally that the court improperly held her personally liable as a guarantor of the lease between the
plaintiff and PP Door, without proof that she signed the guarantee agreement. Specifically, she alleges that because
there was no evidence that she signed the guarantee agreement, the agreement is unenforceable against her. We
agree.
[14] We start by setting forth the standard of review and applicable legal principles. “To the extent that the trial
court has made findings of fact, our review is limited to deciding whether such findings were clearly erroneous.
When, however, the trial court draws conclusions of law, our review is plenary and we must decide whether its con-
clusions are legally and logically correct and find support in the facts that appear in the record.” (Internal quotation
A guarantee, similar to a suretyship,FN9 is a contract, in which a party, sometimes referred to as a secondary obligor,
“contracts to fulfill an obligation upon the default of the principal obligor.” Restatement (Third), Suretyship and
Guaranty § 1, comment (c), p. 6 (1996). To illustrate more clearly, in a situation involving a guarantee, there are
typically two contracts that exist, one between A and B, and a second contract between A and C, whereby C promis-
19-20. This type of agreement is generally subject to the same “requisites of contract formation” that apply to the
formation of any other contract. Id., at § 7. Furthermore, “[p]ursuant to the Statute of Frauds, a contract creating a
secondary obligation is unenforceable as a contract to answer for the duty of another unless there is a written memo-
randum satisfying the Statute of Frauds or an exception applies.” Id., at § 11(1); see also General Statutes § 52-
ly imposed on the secondary obligor by the secondary obligation and not to the nature of the rights inherent
in suretyship status.... Thus, both are governed by the principles set forth in this Restatement.” Restatement
(Third), Suretyship and Guaranty § 1, comment (c), pp. 6-7 (1996).
FN10. General Statutes § 52-550(a) provides: “No civil action may be maintained in the following cases
or (6) upon any agreement for a loan in an amount which exceeds fifty thousand dollars.” (Emphasis add-
ed.)
Therefore, in order for the court to have found Li personally liable as a guarantor of the lease, it had to find that
© 2010 Thomson Reuters. No Claim to Orig. US Gov. Works.
At trial, the plaintiff entered into evidence a written guarantee agreement, which it claimed had been signed by Li.
As noted, there was testimony that, pursuant to the lease agreement, the plaintiff required personal guarantees from
the officers of PP Door, that the plaintiff sent the lease and guarantee agreements for Li and Zhang to Donovan, who
in turn was to forward the documents along to PP Door, and that the plaintiff received back the guarantee agreement
in issuing its decision orally that when comparing the signatures on the lease and guarantee agreements, “the court
cannot determine whether or not they are ... Li's signatures.” On the basis of the evidence presented at trial, the court
had no basis on which it could find that Li had signed the guarantee. Without evidence that Li signed the guarantee,
the agreement is not binding on Li, and, accordingly, she cannot be held liable as a guarantor.
73-75 Main Ave., LLC v. PP Door Enterprise, Inc.
120 Conn.App. 150, 991 A.2d 650
END OF DOCUMENT
