Pelletier Mechanical Services, LLC v. G & W Management, Inc.

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PELLETIER MECHANICAL SERVICES, LLC v. G & W
MANAGEMENT, INC.
(AC 36993)
DiPentima, C. J., and Alvord and Solomon, Js.
Argued September 17, 2015—officially released January 12, 2016

(Appeal from Superior Court, judicial district of
Litchfield, Danaher, J. [motion to strike]; Trombley,
J. [judgment].)
Alexander G. Snyder, for the appellant (defendant).
Brian D. Danforth, for the appellee (plaintiff).
 Opinion

DiPENTIMA, C. J. The defendant, G & W Manage-
ment, Inc., appeals from the judgment of the trial court
rendered in favor of the plaintiff, Pelletier Mechanical
Services, LLC. On appeal, the defendant claims that the
court improperly (1) denied its motion to strike and (2)
determined that it was liable, as an agent, for the debt
of its principal, Bell Court Condominium Association,
Inc. (Bell Court), the owner of the property where the
plaintiff had performed repairs and services. We affirm
the judgment of the trial court.
The following facts and procedural history are rele-
vant to this appeal. In late 2009, or early 2010, the parties
entered into an oral contract in which the plaintiff, a
full-service plumbing, heating and air-conditioning con-
tractor, agreed to perform repairs at various properties
managed by the defendant. The defendant would solicit
faxed proposals from the plaintiff for specific tasks, or
request repairs at a certain property in the event of
an emergency.
From January 26, 2010 to June 18, 2010, the plaintiff
provided goods and services at various properties pur-
suant to requests made by the defendant. The defendant
failed to pay the plaintiff, and the outstanding balance
owed was $16,462.28. The plaintiff commenced an
action against the defendant, alleging that it was entitled
to recover the outstanding balance under the following
causes of action: breach of contract, quantum meruit,
promissory estoppel, and unjust enrichment.
On August 26, 2011, the defendant sought to strike
the plaintiff’s complaint pursuant to Practice Book § 10-
39. The defendant argued that the complaint was legally
insufficient in that the action had been commenced
against the incorrect party and the complaint failed to
join the necessary parties.1 Specifically, it claimed that
the work done at the various locations was requested by
the defendant in its capacity as the property manager, or
agent, and done for the owners of the property or the
condominium association, the principals. On Septem-
ber 12, 2011, the court, Danaher, J., denied the defen-
dant’s motion on the basis that it relied upon facts not
set forth in the complaint. The defendant then filed
an answer, dated November 1, 2012. The defendant
pleaded, inter alia, the special defense that it was the
agent for a disclosed principal, and therefore not liable
to the plaintiff.2
The court, Trombley, J., held a trial on February 28,
2014. At the outset, the plaintiff withdrew its claims
of promissory estoppel and unjust enrichment. Gary
Pelletier, the owner of the plaintiff, and Andrew Gionta,
the owner of the defendant, were the only witnesses.
On June 17, 2014, the court issued a memorandum of
decision. The court aptly noted two salient points. First,
the key question was whether the agent, the defendant,
or the principal, Bell Court, was responsible for the
money owed to the plaintiff. Second, the resolution of
this dispute was found in the law of agency.
With respect to the work done at the Bell Court prop-
erty, the court rendered judgment in favor of the plain-
tiff on its breach of contract claim in the amount of
$9082.39, plus costs and postjudgment interest pursuant
to General Statutes § 37a-3a, and rendered judgment in
favor of the defendant on the quantum meruit count.
In support of its conclusion, the court reasoned that
although the plaintiff was aware that the defendant
had acted as an agent for the property’s condominium
association, it had failed to disclose the identity of the
principal to the plaintiff. The defendant, therefore, was
liable for the damages from the breach of the oral con-
tract. As to the residence owned by Gionta, the court
rendered judgment in favor of the defendant, reasoning
that with respect to that property, the ‘‘plaintiff had full
knowledge of both the location and the identity of the
responsible party.’’ This appeal followed. Additional
facts will be set forth as necessary.
I
The defendant first claims that the court improperly
denied its motion to strike. Specifically, it argues that
the court improperly ‘‘failed to conduct any substantive
analysis of the defendant’s motion and supporting mem-
orandum . . . .’’ We affirm the judgment denying the
motion to strike, albeit for different reasoning than that
of the trial court.3
On August 26, 2011, the defendant moved to strike
the complaint. The defendant alleged in its motion that
the plaintiff had commenced the action against an incor-
rect party, that the defendant was acting as an agent
for several disclosed principals and, thus, was not liable,
and that the complaint failed to join any of the principals
who would be liable under the alleged contract between
the plaintiff and the defendant.4 The accompanying
memorandum of law5 did not contain an analysis or
substantive discussion of whether the property owners
were necessary parties for the disposition of the action.
Instead, the memorandum simply stated: ‘‘In addition,
the plaintiff’s complaint must be stricken because it
fails to name the parties who are necessary for the
disposition of the action.’’ On September 8, 2011, the
plaintiff filed a memorandum of law in opposition to
the motion to strike. It argued that the defendant’s
motion (1) did not challenge the sufficiency of the alle-
gations in the complaint but amounted to a denial of
those allegations and (2) relied on facts not alleged in
the complaint.
On September 12, 2011, the court denied the defen-
dant’s motion. It stated: ‘‘The defendant’s motion relies
upon facts not set forth in the complaint. On that basis
alone, it must be denied. Faulkner v. United Technolo-
gies Corp., 240 Conn. 576, 580, 693 A.2d 293 (1997) (in
ruling on a motion to strike, the court is limited to the
facts alleged in the [challenged pleading]).’’
‘‘A motion to strike attacks the legal sufficiency of
the allegations in a pleading. . . . In reviewing the suf-
ficiency of the allegations in a complaint, courts are to
assume the truth of the facts pleaded therein and to
determine whether those facts establish a valid cause
of action. . . . Because a motion to strike challenges
the legal sufficiency of a pleading, and, consequently,
requires no factual findings by the trial court, our review
of the court’s ruling on [a motion to strike] is plenary.’’
(Citation omitted; internal quotation marks omitted.)
Kortner v. Martise, 312 Conn. 1, 48–49, 91 A.3d 412
(2014); see also New London County Mutual Ins. Co.
v. Nantes, 303 Conn. 737, 747, 36 A.3d 224 (2012).
On appeal, the plaintiff claims, for the first time, that
the defendant failed to present any argument or analysis
in its motion to strike and accompanying memorandum
of law that the property owners were necessary parties
to this action. It further contends that the defendant
waived this claim and that the property owners were
not necessary or indispensable parties to this action.
Essentially, the plaintiff has presented an alternative
ground for affirming the judgment of the court denying
the motion to strike. The plaintiff did not raise this
alternative ground before the trial court and did not
file a preliminary statement of issues as required under
our rules of practice.6 Nevertheless, under the facts
and circumstances of this case, we will consider the
plaintiff’s alternative ground and affirm the judgment
of the court on that basis.
In Vine v. Zoning Board of Appeals, 281 Conn. 553,
568–69, 916 A.2d 5 (2007), our Supreme Court stated:
‘‘We recognize that, ordinarily, an alternate ground for
affirmance must be raised in the trial court in order to
be considered on appeal. . . . We also have held that,
[i]f the alternate issue was not ruled on by the trial
court, the issue must be one that the trial court would
have been forced to rule in favor of the appellee. Any
other test would usurp the trial court’s discretion.’’
(Citation omitted; footnote omitted; internal quotation
marks omitted.) Under the circumstances present in
Vine, the court considered an alternative ground for
affirming the judgment of the trial court that had not
been raised before the trial court. Id., 569–570. Specifi-
cally, the court noted that the issue involved a matter
of law that did not involve the exercise of discretion
by the trial court, the record was adequate for review,
the issue was briefed by the parties, consideration of
the issue would not prejudice the parties, and the issue
was closely related to the certified question. Id., 569.
In State v. Martin M., 143 Conn. App. 140, 151–53,
70 A.3d 135, cert. denied, 309 Conn. 919, 70 A.3d 41
(2013), this court considered the state’s res judicata
claim as an alternative ground for affirming the judg-
ment of the trial court even though it had not been
presented to the trial court and was raised for the first
time on appeal. We noted that the issue was a pure
question of law, the record was adequate for our review,
and the defendant was not prejudiced because he had
the opportunity to respond in his reply brief. Id., 152–53;
see also Bouchard v. Deep River, 155 Conn. App. 490,
496–97, 110 A.3d 484 (2015).
In the present case, the question before us of whether
the trial court properly denied the defendant’s motion
to strike the plaintiff’s complaint is a question of law.
Furthermore, the record is adequate for our review and
the defendant is not prejudiced by our consideration
because it had the opportunity to file a reply brief.7
Last, the alternative ground for affirming the court’s
judgment raised by the plaintiff is closely related to
both issues raised by the defendant in its appeal. For
these reasons, and in accordance with the appellate
precedent, we will consider the plaintiff’s alternative
ground for affirming the denial of the defendant’s
motion to strike.
On appeal, the defendant argues that the court should
have granted its motion to strike because the plaintiff
failed to join necessary parties, the property owners.
See footnote 1 of this opinion. It relied on subsections
(a) (3) and (d) of Practice Book § 10-39. As one com-
mentator has observed: ‘‘When the complaint alleges
all facts necessary to show that a party not joined is
necessary to the action, [a motion to strike] is . . .
used to raise a defect apparent on the face of the plead-
ings. 1 E. Stephenson, Connecticut Civil Procedure (2d
Ed. 1970) § 105, pp. 430–31 . . . .’’ (Emphasis added;
internal quotation marks omitted.) Caswell Cove Con-
dominium Assn., Inc. v. Milford Partners, Inc., 58
Conn. App. 217, 224, 753 A.2d 361, cert. denied, 254
Conn. 922, 759 A.2d 1023 (2000). Here, the complaint
did not allege all the facts necessary to show that a
necessary party was not joined, or that the defendant
was an agent of a property owner. The fatal flaw in
the defendant’s appellate claim, however, is that the
defendant did not address, either in his motion to strike
or accompanying memorandum of law, the issue of
whether the property owners met the definition of a
necessary party. Absent such analysis, we conclude that
its claim must fail.
‘‘Necessary parties are [p]ersons having an interest
in the controversy, and who ought to be made parties,
in order that the court may act on that rule which
requires it to decide on, and finally determine the entire
controversy, and do complete justice, by adjusting all
the rights involved in it. . . . [B]ut if their interests are
separable from those of the parties before the court,
so that the court can proceed to a decree, and do com-
plete and final justice, without affecting other persons
not before the court, the latter are not indispensable
parties. . . . A party is deemed necessary if its pres-
ence is absolutely required in order to assure a fair and
equitable trial.’’ (Citations omitted; internal quotation
marks omitted.) Id., 223–24; see also Bloom v. Miklov-
ich, 111 Conn. App. 323, 333–34, 958 A.2d 1283 (2008).
The motion to strike and the accompanying memo-
randum of law did not contain an analysis of why the
property owners were absolutely required to be made
parties in order to assure a fair and equitable trial, nor
did they demonstrate that the presence of the property
owners was needed for the court to issue a decree and
do complete and final justice. See, e.g., Biro v. Hill,
214 Conn. 1, 7, 570 A.2d 182 (1990). Given these deficien-
cies in the motion to strike and the memorandum of
law, we conclude that the judgment of the trial court
denying the motion to strike must be affirmed.
II
The defendant next claims that the court improperly
rendered judgment in favor of the plaintiff with respect
to the claim for breach of contract. Specifically, it
argues that the court misapplied the law of agency
under the facts and circumstances of this case. We
disagree.
At the outset, we set forth the applicable standard
of review. ‘‘[T]he scope of our appellate review depends
[on] the proper characterization of the rulings made by
the trial court. 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 sup-
port in the facts that appear in the record.’’ (Internal
quotation marks omitted.) Saggese v. Beazley Co. Real-
tors, 155 Conn. App. 734, 751, 109 A.3d 1043 (2015);
Mukon v. Gollnick, 151 Conn. App. 126, 130–31, 92 A.3d
1052 (2014).
The following additional facts are necessary for our
analysis. Pelletier testified at trial that he met with rep-
resentatives from the defendant in late 2009 or early
2010, and then the plaintiff started performing repairs
and service work shortly thereafter. Pelletier stated that
the plaintiff would receive a telephone call from the
defendant requesting repairs or service, and once the
job was completed, he would send an invoice to the
defendant’s office. He also indicated that estimates for
jobs would be mailed or faxed to the defendant’s office.8
Pelletier would then receive verbal authorization from
the defendant to proceed with the job. Pelletier stated
that he ‘‘worked directly’’ with the defendant, rather
than the property owner or condominium association.
Pelletier never had any direct contact with the property
owners or condominium associations, never was told
that it was the plaintiff’s responsibility to get payment
from them, never was given the names and addresses
for them, and never was instructed not to send the
invoices to the defendant. In short, the plaintiff
addressed the invoices directly to the defendant.
During cross-examination, Pelletier conceded that he
knew the defendant was a property management com-
pany and not a property owner. The defendant also
introduced into evidence nine checks that had been
made payable to the plaintiff for work done at the Bell
Court property. The checks were drawn on the account
of Bell Court, care of the defendant, and were signed
by Gionta.
‘‘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). . . . As a general matter, a princi-
pal is liable for the acts of its agent.’’ (Citation omitted;
internal quotation marks omitted.) Yale University v.
Out of the Box, LLC, 118 Conn. App. 800, 807–808, 990
A.2d 869 (2010); see also McDermott v. Calvary Baptist
Church, 263 Conn. 378, 384, 819 A.2d 795 (2003); Rich-
Taubman Associates v. Commissioner of Revenue Ser-
vices, 236 Conn. 613, 619, 674 A.2d 805 (1996).
When dealing with a third party, however, the agent
may incur personal liability under certain circum-
stances. ‘‘It is clearly the law of this state that [i]t is
the duty of the agent, if he would avoid personal liabil-
ity on a contract entered into by him on behalf of his
principal, to disclose not only the fact that he is acting
in a representative capacity, but also the identity of
his principal, as the person dealt with is not bound to
inquire whether or not the agent is acting as such for
another. . . . If he would avoid personal liability, the
duty is on the agent to disclose his principal and not
on the party with whom he deals to discover him.’’
(Citations omitted; emphasis added; internal quotation
marks omitted.) Klepp Wood Flooring Corp. v. But-
terfield, 176 Conn. 528, 532–33, 409 A.2d 1017 (1979);
see also Rich-Taubman Associates v. Commissioner
of Revenue Services, supra, 236 Conn. 619; Diamond
Match Co. v. Crute, 145 Conn. 277, 279, 141 A.2d 247
(1958); Metro Bulletins Corp. v. Soboleski, 30 Conn.
App. 493, 501–502, 620 A.2d 1314 (Schaller, J., dis-
senting), cert. granted on other grounds, 225 Conn. 923,
625 A.2d 823 (1993) (appeal withdrawn June 4, 1993);
New England Whalers Hockey Club v. Nair, 1 Conn.
App. 680, 683, 474 A.2d 810 (1984); see generally 2
Restatement (Third), Agency, Agent for Unidentified
Principal § 6.02, p. 28 (2006).
The defendant argues that the court erroneously
interpreted and applied the law of agency by requiring
the disclosure of more information regarding the princi-
pal.9 This argument is premised on the defendant’s
assumption that it had fully disclosed the identity of
the principal to the plaintiff. As a result of this purported
disclosure, the defendant, as the agent, contends that
it was absolved of any liability. The defendant posits
that (1) the plaintiff was aware that the defendant was
a property management company employed by the own-
ers of the properties, (2) the work was done for the
benefit of the property owners, (3) the plaintiff was
instructed to bill the property owner,10 in care of the
defendant, and (4) the plaintiff was paid by the defen-
dant with checks drawn on the accounts of the prop-
erty owners.
The flaw in the defendant’s reasoning, however, is
that the court never found that the identity of the princi-
pal had been disclosed sufficiently to the plaintiff so
as to absolve the defendant of liability.11 Absent such
a finding, the defendant remains liable to the plaintiff
under the law of agency and the facts in this case.
Therefore, its claim that the court erred as a matter of
law by requiring the defendant to provide more informa-
tion about the principal must fail.
The issue of whether an agent has disclosed the iden-
tity of a principal so as to avoid liability on a contract
is a question of fact. Robert T. Reynolds Associates,
Inc. v. Asbeck, 23 Conn. App. 247, 253–54, 580 A.2d 533
(1990); see also Murphy v. Dell Corp., 184 Conn. 581,
582–83, 440 A.2d 223 (1981); Connecticut Limousine
Service, Inc. v. Powers, 7 Conn. App. 398, 402, 508 A.2d
836 (1986). The court in the present case did not find
that the defendant had disclosed the identity of the
principal. On appeal, the defendant has not challenged
the factual findings of the trial court.
The court, in its memorandum of decision, relied on
our decision in Connecticut Limousine Service, Inc. v.
Powers, supra, 7 Conn. App. 401–402, where we stated:
‘‘The law is settled that where an agent contracts in
his own name, without disclosing his representative
capacity, the agent is personally liable on the contract.
. . . To avoid personal liability, it is the duty of an
agent to disclose both the fact that he is acting in a
representative capacity and the identity of his principal,
since the party with whom he deals is not required to
discover or make inquiries to discover these facts.’’
(Citations omitted; internal quotation marks omitted.)
The court explained that the defendant did not dis-
close the identity of the owners of the Bell Court prop-
erty until three years after the work had been completed
and nearly two years after the commencement of the
action. It also noted that Gionta, on behalf of the defen-
dant, responded to the plaintiff’s request for payment
with a ‘‘terse, confrontational and dismissive’’ letter that
did not identify either the name or the location of the
principal. Furthermore, the defendant made no attempt
to have the plaintiff bill any other entity. Simply put,
as stated by the trial court ‘‘[t]he defendant’s claim that
the plaintiff was made fully aware of the identity of the
responsible entity is not supported by the evidence.
When, in May, 2013, the defendant, for the first time,
disclosed the location of the association governing [the
Bell Court property] and the name of the responsible
individual, it was, in light of the cited applicable prece-
dent, too little and too late to absolve the defendant of
its own liability to the plaintiff for the eight outstanding
invoices. The plaintiff . . . has successfully demon-
strated . . . that the defendant is legally responsible
for the payment of said invoices.’’
To the extent that the defendant’s appellate brief can
be read to challenge the court’s factual finding that it
had failed to disclose the identity of the principal to
the plaintiff, we are not persuaded. As our appellate
courts have observed repeatedly, it is the sole function
of the trial court to weigh the evidence and judge the
credibility of the witnesses. Connecticut Limousine
Service, Inc. v. Powers, supra, 7 Conn. App. 402–403;
see also Murphy v. Dell Corp., supra, 184 Conn. 583;
New England Whalers Hockey Club v. Nair, supra, 1
Conn. App. 684. The court’s finding was not clearly
erroneous.
We also reject the defendant’s argument that the
checks used to pay the plaintiff provided sufficient
notice of the principal’s identity because they were
drawn on Bell Court’s account. As our Supreme Court
has observed: ‘‘It is the defendant’s contention that the
payment by corporate checks was sufficient notice to
the plaintiff that the materials were purchased on behalf
of the [principal] and that the defendant is not person-
ally liable. To this we cannot agree. The defendant made
no attempt to have the plaintiff charge or bill the [princi-
pal] instead of himself. He admitted that he was fully
aware that all the invoices and bill were made out to
him and yet he made no protest until after financial
difficulties arose and the plaintiff had instituted suit
against him . . . .’’ Diamond Match Co. v. Crute, supra,
145 Conn. 278–79; see also Connecticut Limousine Ser-
vices, Inc. v. Powers, supra, 7 Conn. App. 402 (payment
by corporate check insufficient to exempt agent from
personal liability); Antinozzi Associates v. Arch
Fracker Plumbing & Heating Contractor, Inc., 39
Conn. Supp. 375, 379, 465 A.2d 333 (1983) (same).
The court’s factual finding that the defendant did
not sustain its burden of disclosing the identity of the
principal to the plaintiff to avoid liability for the subject
repair work was not clearly erroneous. As a result, we
need not consider the defendant’s legal argument that
the court improperly imposed a duty on the defendant
to provide more information than the law requires.12
The judgment is affirmed.
 In this opinion the other judges concurred.
1
The parties identified in the defendant’s motion to strike were: Andrew
Carlo, the property owner of 21 Dickerman Street, Watertown; Bell Court,
the condominium association for the Bell Court condominium complex
in East Hartford; Boulevard South II Association, Inc., the condominium
association for the property located at 35 Pearl Lake Road, Waterbury; Regal
Park Estates Condominiums, Inc., the condominium association for the
property located at 757 Lake Avenue, Bristol; Stonefield Condominium Asso-
ciation, Inc., the condominium association for the property located at 220
Stonefield Drive, Waterbury; and Andrew Gionta, the owner of the residence
located at 134 Fern Hill Road, Watertown. See Practice Book § 10-39 (d).
Prior to the trial, the defendant’s counsel sent letters to the property
owners and condominium associations seeking payment toward the claimed
outstanding balance. This letter stated in relevant part: ‘‘[The defendant]
engaged [the plaintiff] to perform plumbing and HVAC services at your
property. According to [the plaintiff], invoices regarding work at your prop-
erty, and at the property of others, were not paid.’’ Only Bell Court and
Gionta did not make payments in response.
2
Andrew Gionta, the owner of the defendant, wrote a letter, dated October
15, 2010, to the plaintiff stating the following: ‘‘[The defendant] disputes the
validity of the debt owed to [the plaintiff] in the amount of $16,462.28. [The
defendant] has received no services from [the plaintiff]. Please provide me
with any documentation showing where [the defendant] received any ser-
vice. Also, please provide me with any signed documents authorizing [the
plaintiff] to perform any work for [the defendant].
‘‘In addition, please provide me with any signed documents authorizing
[the plaintiff] to perform work for a [defendant] customer.’’
3
See State v. DeLoreto, 265 Conn. 145, 153, 827 A.2d 671 (2003) (‘‘We note
that [w]here the trial court reaches a correct decision but on [mistaken]
grounds, this court has repeatedly sustained the trial court’s action if proper
grounds exist to support it. . . . [W]e . . . may affirm the court’s judgment
on a dispositive alternate ground for which there is support in the trial court
record.’’ [Internal quotation marks omitted.]).
4
Practice Book § 10-39 (a) provides: ‘‘A motion to strike shall be used
whenever any party wishes to contest: (1) the legal sufficiency of the allega-
tions of any complaint, counterclaim or cross claim, or of any one or more
counts thereof, to state a claim upon which relief can be granted; or (2)
the legal sufficiency of any prayer for relief in any such complaint, counter-
claim or cross complaint; or (3) the legal sufficiency of any such complaint,
counterclaim or cross complaint, or any count thereof, because of the
absence of any necessary party or, pursuant to Section 17-56 (b), the
failure to join or give notice to any interested person; or (4) the joining
of two or more causes of action which cannot properly be united in one
complaint, whether the same be stated in one or more counts; or (5) the
legal sufficiency of any answer to any complaint, counterclaim or cross
complaint, or any part of that answer including any special defense contained
therein.’’ (Emphasis added.)
5
Practice Book § 10-39 (c) provides: ‘‘Each motion to strike must be
accompanied by a memorandum of law citing the legal authorities upon
which the motion relies.’’
6
Practice Book § 63-4 (a) (1) provides in relevant part: ‘‘If any appellee
wishes to: (A) present for review alternative grounds upon which the judg-
ment may be affirmed . . . that appellee shall file a preliminary statement
of issues within twenty days from the filing of the appellant’s preliminary
statement of the issues. . . .’’ We are mindful, however, that the failure to
comply with this rule does not bar our review so long as the appellant is
not prejudiced by consideration of the alternative ground for affirmance.
State v. Osuch, 124 Conn. App. 572, 580, 5 A.3d 976, cert. denied, 299 Conn.
918, 10 A.3d 1052 (2010).
7
The defendant did not file a reply brief and therefore chose to not
respond to the plaintiff’s alternative ground for affirming the judgment of
the trial court.
8
The specific location of where the work was to be performed was listed
on the estimates and invoices.
9
The defendant’s argument is based on Whitlock’s, Inc. v. Manley, 123
Conn. 434, 436, 196 A. 149 (1937), where the trial court found that the
defendant, an individual, was acting on behalf of a corporation. Our Supreme
Court noted that because the identity of the principal was known to the
plaintiff, the defendant agent was not liable under the contract between the
parties. Id., 437. In support of this conclusion, it relied, in part, on the
Restatement of the Law on Agency, which at that time stated: ‘‘An agent,
by making a contract only on behalf of a competent disclosed or partially
disclosed principal whom he has power so to bind, does not thereby become
liable for its nonperformance.’’ (Internal quotation marks omitted.) Id.
Although the language quoted by our Supreme Court refers to a partially
disclosed principal, that reference does not appear to be necessary to the
resolution of the case because it involved a disclosed principal. Furthermore,
our Supreme Court subsequently has made it clear that the duty to disclose
the identity of the principal rests with the agent if the agent seeks to avoid
liability on the contract. Diamond Match Co. v. Crute, supra, 145 Conn.
279. The third party does not have a duty to discover the identity of the
principal. Id.; see also Murphy v. Dell Corp., 184 Conn. 581, 440 A.2d 223
(1981) (settled law that where agent contracts in his own name without
disclosing representative capacity, agent personally liable on contract, and
question of whether sufficient disclosure had been made was question of
fact for trial court); Klepp Wood Flooring Corp. v. Butterfield, supra, 176
Conn. 532–33 (trial court properly refused to impute knowledge of agency
relationship to plaintiff).
We also note that comment (b) to § 6.02 of the Restatement (Third) of
Agency defines an ‘‘unidentified principal’’ as follows: ‘‘An agent acts on
behalf of an unidentified principal when the third party with whom the
agent deals has notice that the agent acts on behalf of a principal but does
not have notice of the principal’s identity.’’ Pursuant to this section, if the
principal is only partially disclosed, the agent is a party to the contract
unless the agent and the third party agree otherwise. 2 Restatement (Third),
supra, § 6.02, pp. 28–29. The rationale, in part, for this rule is as follows:
‘‘When a third party has notice that an agent deals on behalf of a principal
but does not have notice of the principal’s identity, it is not likely that the
third party will rely solely on the principal’s solvency or ability to perform
obligations arising from the contract. Without notice of a principal’s identity,
a third party will be unable to assess the principal’s reputation, assets, and
other indicia of creditworthiness and ability to perform duties under the
contract. If an agent provides reassurances about the principal’s soundness
only generally or describes the principal, the third party will be unable to
verify such claims without notice of the principal’s identity. . . . Without
notice of a principal’s identity, a third party who has notice that an agent
represents a principal does not have a basis on which to assess the value
of the agent’s liability compared to that of the unidentified principal.’’ Id.,
comment (b), p. 30.
10
The record does not support this assertion, and the court specifically
noted that ‘‘[n]o attempt was made by the defendant to have the plaintiff
bill Bell Court directly . . . .’’
11
The defendant later relies on its error when it asserts that the plaintiff
‘‘knew that . . . Bell Court . . . was the defendant’s principal . . . .’’
Again, we emphasize that the trial court did not find that the plaintiff knew
the identity of the principal in this case.
12
For example, the defendant claimed that the court improperly required
it to provide the address of the condominium association that owned the
property or the identity of the responsible individual in the association.