Meribear Productions, Inc. v. Frank ( 2016 )

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MERIBEAR PRODUCTIONS, INC. v. JOAN E.
FRANK ET AL.
(AC 37507)
Gruendel, Alvord and Pellegrino, Js.*
Argued February 3—officially released May 10, 2016
(Appeal from Superior Court, judicial district of
Fairfield, Tyma, J.)
Michael S. Taylor, with whom were James P. Sexton
and, on the brief, Matthew C. Eagan, for the appel-
lants (defendants).
Anthony J. LaBella, with whom, on the brief, was
Deborah M. Garskof, for the appellee (plaintiff).
Opinion
ALVORD, J. The defendants, Joan E. Frank and
George A. Frank, appeal from the judgment of the trial
court, rendered after a trial to the court, in favor of the
plaintiff, Meribear Productions, Inc. The plaintiff’s three
count complaint sought the common-law enforcement
of a foreign judgment, and, alternatively, damages for
breach of contract or quantum meruit. On appeal, the
defendants claim that the court improperly (1) enforced
the foreign judgment against George Frank after con-
cluding that he had minimum contacts with California
that warranted the exercise of its jurisdiction, (2) con-
cluded that the contract signed by Joan Frank was
enforceable even though it failed to comply with certain
provisions of the Home Solicitation Sales Act,1 and (3)
awarded double damages to the plaintiff. We affirm the
judgment of the trial court.
The following facts and procedural history are rele-
vant to the defendants’ claims. The defendants, who
are husband and wife, resided at 3 Cooper Lane in
Westport. They decided to sell their home and hired
the plaintiff to provide design and decorating services,
which included the staging of home furnishings owned
by the plaintiff, in an effort to make their residence
more attractive to potential purchasers. The plaintiff
is a California corporation with its principal place of
business located in Los Angeles. The plaintiff’s repre-
sentatives met with George Frank, his office assistant,
and the defendants’ realtor in Connecticut to negotiate
the terms of a staging services agreement.
On March 13, 2011, Joan Frank signed a ‘‘Staging
Services and Lease Agreement’’2 after George Frank
made changes to some of its provisions. The agreement
expressly provided that addendum B, titled ‘‘Credit
Card Authorization,’’ was ‘‘a part of this Agreement
. . . .’’ George Frank signed addendum B, which
authorized the plaintiff to charge his credit card for
$19,000 ‘‘resulting from this staging/design agreement.’’
Before signing the addendum, he crossed out proposed
language that would have made him liable for any addi-
tional charges incurred by the plaintiff.
Under the terms of the staging services agreement,
the initial payment of $19,000 was nonrefundable and
was payable prior to the delivery and installation of
the furnishings. The initial lease period was for four
months, but the term would expire sooner if the contin-
gencies in any purchase agreement for the property
were fulfilled or waived. The agreement further pro-
vided that if the defendants’ property was not sold
within the initial four month period, the lease would
continue on a month-to-month basis at a rental amount
of $1900 per month. The testimony at trial established
that the initial $19,000 payment covered the plaintiff’s
design services, the delivery of the staging furnishings,
the first four months of the lease, and the cost of remov-
ing the furnishings upon the sale of the property or
the termination of the agreement. Either party could
terminate the agreement by providing a timely writ-
ten notice.
The furnishings were delivered and staged. Four
months passed, and the property had not been sold
and neither party had terminated the staging services
agreement. The plaintiff sent invoices for the additional
monthly rental amounts, which never were paid by the
defendants. When the plaintiff sent a crew of movers
to the defendants’ property to remove the furnishings,
they were denied access to the home. The plaintiff’s
staging inventory remained in the defendants’ home
through the time of trial. At oral argument before this
court, the plaintiff’s counsel represented that the defen-
dants’ property had been sold, but the plaintiff had no
knowledge as to the whereabouts of its furnishings.
The plaintiff commenced an action against the defen-
dants in the Superior Court of California in the county
of Los Angeles, and, on August 7, 2012, it obtained a
default judgment against them in the amount of
$259,746.10. On October 9, 2012, the plaintiff com-
menced the present action in the Superior Court in
Connecticut to enforce the foreign judgment.3 The plain-
tiff subsequently amended its complaint to include
counts for breach of contract and quantum meruit. The
defendants filed an answer with special defenses, claim-
ing, inter alia, that the foreign default judgment was
void because the California court lacked personal juris-
diction over them4 and that the staging services
agreement was unenforceable because it failed to com-
ply with certain provisions in the Connecticut Home
Solicitation Sales Act.
Following a trial to the court, the court issued its
memorandum of decision on October 14, 2014. The
court made the following determinations: (1) George
Frank did not sign and was not a party to the staging
services agreement, but he did sign addendum B, which
was attached to the agreement and authorized the plain-
tiff to charge $19,000 on his Visa credit card; (2) the
defendants’ residence is a luxury home in an affluent
community, and the furnishings provided by the plain-
tiff ‘‘appear[ed] to be appropriate for such a home’’; (3)
the defendants defaulted on their rent obligation to the
plaintiff; (4) the plaintiff had prepared an inventory of
the furnishings provided to the defendants, and values
were ascribed to each piece based on standard industry
pricing for used furniture; (5) although the defendants
claimed that they asked the plaintiff to remove the
inventory from their residence, the more credible evi-
dence was that no such demand ever had been made;
(6) the plaintiff sent a crew of movers to remove the
inventory on more than one occasion, but the defen-
dants denied the movers access to the premises; (7)
Joan Frank was not properly served with process in
the California action, and the California Superior Court
lacked personal jurisdiction over her; (8) George Frank
was properly served with process in the California
action, and the California Superior Court possessed
personal jurisdiction over him; (9) the staging services
agreement was enforceable against Joan Frank because
the parties’ transaction was specifically excluded by
statute from the definition of a home solicitation sale;
(10) ‘‘George Frank’s testimony on the procedural and
substantive issues [was] manufactured and lacking in
truthfulness’’; (11) George Frank was liable to the plain-
tiff under the first count of the complaint for common-
law enforcement of the California judgment in the
amount of $259,746.10; and (12) Joan Frank was liable
to the plaintiff under the second count of the complaint
for breach of the staging services agreement in the
amount of $283,106.45.5 This appeal followed.
I
The defendants’ first claim is that the trial court
improperly enforced the California judgment against
George Frank.6 Although they do not claim that he was
not properly served with process, they argue that he did
not have sufficient minimum contacts with California to
warrant the exercise of its court’s jurisdiction over him.
Specifically, they claim that his signing of addendum
B to the staging services agreement, which authorized
the plaintiff to charge his Visa credit card for $19,000,
did not meet the due process requirements articulated
in International Shoe Co. v. Washington, 326 U.S. 310,
66 S. Ct. 154, 90 L. Ed. 95 (1945), and its progeny. They
also argue that, contrary to the plaintiff’s position, he
did not consent to jurisdiction in California by virtue
of a forum selection clause in the agreement because
he was not a party to that agreement. Additional facts
are necessary for the resolution of this claim.
Paragraph 19 of the staging services agreement
signed by Joan Frank contained the following senten-
ces, which included a forum selection clause: ‘‘This
Agreement constitutes the entire agreement between
the parties. This Agreement and the rights of the parties
hereunder shall be determined, governed by and con-
strued in accordance with the internal laws of the State
of California without regard to conflicts of laws princi-
ples. Any dispute under that Agreement shall only be
litigated in any court having its situs within the City of
Los Angeles, California, and the parties consent and
submit to the jurisdiction of any court located within
such venue . . . .’’ (Emphasis added.)
George Frank added an additional sentence at the
end of paragraph 19 of the staging services agreement
that provided: ‘‘Since this is a contract for an agreement
taking place in the state of Connecticut, Connecticut
laws will supersede those of California.’’ He made no
changes to the forum selection clause. As previously
mentioned, the agreement also expressly provided that
addendum B was ‘‘a part of this Agreement,’’ and adden-
dum B expressly references ‘‘this staging/design
agreement.’’ It is undisputed that only Joan Frank
signed the staging services agreement, and only George
Frank signed addendum B.
We begin with the legal principles that govern our
analysis of this jurisdictional issue. The validity of the
California judgment in Connecticut implicates the full
faith and credit clause of the United States constitution.7
‘‘As a matter of federal law, the full faith and credit
clause requires a state court to accord to the judgment
of another state the same credit, validity and effect as
the state that rendered the judgment would give it. . . .
This rule includes the proposition that lack of jurisdic-
tion renders a foreign judgment void. . . . A party can
therefore defend against the enforcement of a foreign
judgment on the ground that the court that rendered
the judgment lacked personal jurisdiction, unless the
jurisdictional issue was fully litigated before the render-
ing court or the defending party waived the right to
litigate the issue.’’ (Citations omitted.) Packer Plastics,
Inc. v. Laundon, 214 Conn. 52, 56, 570 A.2d 687 (1990).
‘‘The United States Supreme Court has consistently
held, however, that the judgment of another state must
be presumed valid, and the burden of proving a lack
of jurisdiction ‘rests heavily upon the assailant.’ . . .
Furthermore, the party attacking the judgment bears
the burden of proof regardless of whether the judgment
at issue was rendered after a full trial on the merits
or after an ex parte proceeding.’’ (Citations omitted.)
Id., 57.
‘‘To determine whether a foreign court lacked juris-
diction, we look to the law of the foreign state.’’ (Inter-
nal quotation marks omitted.) J. Corda Construction,
Inc. v. Zaleski Corp., 98 Conn. App. 518, 524, 911 A.2d
309 (2006).8 ‘‘Generally speaking, a civil court gains
jurisdiction over a person through one of four methods.
There is the old-fashioned method—residence or pres-
ence within the state’s territorial boundaries. . . .
There is minimum contacts—activities conducted or
effects generated within the state’s boundaries suffi-
cient to establish a presence in the state so that exercis-
ing jurisdiction is consistent with traditional notions of
fair play and substantial justice. . . . A court also
acquires jurisdiction when a person participates in a
lawsuit in the courthouse where it sits, either as the
plaintiff initiating the suit . . . or as the defendant
making a general appearance. . . . Finally, a party can
consent to personal jurisdiction, when it would not
otherwise be available.’’ (Citations omitted; internal
quotation marks omitted.) Global Packaging, Inc. v.
Superior Court, 196 Cal. App. 4th 1623, 1629, 127 Cal.
Rptr. 3d 813 (2011).
‘‘Consent is considered as one of four traditional
bases for the exercise of personal jurisdiction over
a nonresident defendant and it is separate from the
minimum contacts analysis. . . . Consent is [a] tradi-
tional basis of jurisdiction, existing independently of
long-arm statutes . . . .’’ (Citations omitted; emphasis
added; internal quotation marks omitted.) Nobel Farms,
Inc. v. Pasero, 106 Cal. App. 4th 654, 658, 130 Cal. Rptr.
2d 881 (2003). ‘‘Express consent to a court’s jurisdiction
will occur by generally appearing in an action . . . or
by a valid forum-selection clause designating a particu-
lar forum for dispute resolution regardless of residence.
. . . Consent to a court’s jurisdiction may also be
implied by conduct.’’ (Citations omitted.) Id.
‘‘[I]t is settled . . . that parties to a contract may
agree in advance to submit to the jurisdiction of a given
court . . . . While subject matter jurisdiction cannot
be conferred by consent, personal jurisdiction can be
so conferred, and consent may be given by a contract
provision . . . . (Citations omitted; internal quotation
marks omitted.) Berard Construction Co. v. Municipal
Court, 49 Cal. App. 3d 710, 721, 122 Cal. Rptr. 825
(1975).9 In the present case, the staging services and
lease agreement expressly provided that ‘‘[a]ny dispute
under [the] Agreement shall only be litigated in any
court having its situs within the City of Los Angeles,
California, and the parties consent and submit to the
jurisdiction of any court located within such venue.’’10
(Emphasis added.) The defendants argue, however, that
the trial court found that Frank George had not signed
the staging services agreement. They claim that he
signed only the addendum, and, accordingly, he did not
consent to jurisdiction as provided in the agreement.
It is true, as the court found, that he did not sign the
agreement. Nevertheless, the agreement incorporated
the addendum that he did sign, the addendum refer-
ences the agreement, and George Frank admitted that
he made changes to both the agreement and the adden-
dum.11 He clearly was aware of the provisions in both
the agreement and the addendum, in that he reviewed
them and amended them. Under these circumstances,
we agree with the plaintiff that George Frank consented
to personal jurisdiction in California and that the default
judgment was not void as to him.12
II
The defendants’ next claim is that the staging services
agreement signed by Joan Frank was not enforceable
because it failed to comply with certain provisions of
the Home Solicitation Sales Act (act). See footnote 1
of this opinion. The defendants argue that the
agreement did not contain the notice of cancellation
provisions required by the act, and that the court errone-
ously concluded that the parties’ transaction was
exempted as a home solicitation sale by General Stat-
utes § 42-134a (a) (5).13 We agree with the court’s deter-
mination that this particular transaction was not
governed by the act and, accordingly, that Joan Frank
was liable to the plaintiff for breach of the agreement.
It is undisputed that the plaintiff and Joan Frank
entered into a staging services agreement whereby the
plaintiff would provide design and decorating services,
which included providing home furnishings such as fur-
niture, fine arts, rugs and plants, for the purpose of
making the defendants’ residence more attractive to
potential purchasers. There was testimony at trial that
the defendants’ real estate agent initiated the contact
with the plaintiff. The parties agree that the plaintiff’s
representatives met with George Frank, his assistant,
and his realtor at the defendants’ residence. It also
appears that the contract was signed at the defendants’
residence. Therefore, unless the transaction is statuto-
rily exempt from the act, the staging services agreement
should have included the notice of cancellation required
by the act.
The court concluded that the parties’ transaction was
exempt because ‘‘[t]he transaction pertain[ed] to the
defendants’ sale of their real property located at 3 Coo-
per Lane [in] Westport . . . .’’ In reaching that conclu-
sion, the court found the meaning of the language in
§ 42-134a (a) (5) to be clear and unambiguous.14
The defendants’ claim requires us to interpret § 42-
134a (a) (5). The proper construction of this statutory
exemption is a question of law over which we exercise
plenary review. ‘‘When interpreting a statute, [o]ur fun-
damental objective is to ascertain and give effect to the
apparent intent of the legislature. . . . The meaning of
a statute shall, in the first instance, be ascertained from
the text of the statute itself and its relationship to other
statutes. If, after examining such text and considering
such relationship, the meaning of such text is plain and
unambiguous and does not yield absurd or unworkable
results, extratextual evidence of the meaning of the
statute shall not be considered. General Statutes § 1-
2z. . . . However, [w]hen a statute is not plain and
unambiguous, we also look for interpretive guidance
to the legislative history and circumstances surrounding
its enactment, to the legislative policy it was designed to
implement, and to its relationship to existing legislation
and common law principles governing the same general
subject matter . . . . A statute is ambiguous if, when
read in context, it is susceptible to more than one rea-
sonable interpretation.’’ (Citation omitted; internal quo-
tation marks omitted.) Tuxis Ohr’s Fuel, Inc. v.
Administrator, Unemployment Compensation Act,
309 Conn. 412, 421–22, 72 A.3d 13 (2013).
The defendants claim that the statutory language that
excludes transactions ‘‘pertaining to the sale . . . of
real property’’ is ambiguous, and that it ‘‘reasonably
means that contracts for the sale or lease of a home
are not included within the scope of the [a]ct. In other
words, if a realtor shows up at the door, any deal ulti-
mately reached between the realtor and the homeowner
need not meet [the act’s] requirements.’’ The plaintiff
argues that the language is clear and unambiguous,
and on its face encompasses staging services provided
‘‘solely for the purpose of selling real estate . . . . A
staging contract is entirely for the purpose of improving
the appearance of a residence in order to increase its
appeal to potential buyers.’’
We agree that the language that exempts transactions
‘‘pertaining to the sale or rental of real property’’ is
susceptible to more than one reasonable interpretation.
In that regard, we disagree with the trial court’s determi-
nation that the language is clear and unambiguous. Nev-
ertheless, for the reasons that follow, we agree with
the court that the parties’ transaction in this case does
fall within the exemption language and was not subject
to the requirements of the act.
The legislative history is not particularly helpful. The
exemption language at issue was introduced in 1976
when the legislature amended the provisions of the act
to conform to the Federal Trade Commission’s rules
promulgated in 1974 that governed door-to-door sales.
See 19 S. Proc., Pt. 3, 1976 Sess., p. 1241, remarks of
Senator Louis Ciccarello; Public Acts 1976, No. 76-165,
§ 1. Connecticut’s initial act was enacted by the legisla-
ture in 1967 ‘‘to protect consumers against certain prac-
tices that were carried out by door-to-door salesmen
. . . .’’ 19 H.R. Proc., Pt. 6, 1976 Sess., p. 1031, remarks
of Representative William A. Collins. The act, as
amended, ‘‘[brought] our current statute into confor-
mity with the Federal Trade Commission rules so that
no longer [would] sellers and buyers be confused with
having to deal with two separate and somewhat differ-
ent sets of regulations.’’ Id. The actual exemption lan-
guage at issue in this appeal, however, was not
discussed.
The defendants refer to two sentences in the Federal
Register that they claim provide support for their posi-
tion that the relevant exemption language was added
to clarify that the act did not apply to real property
transactions: ‘‘Insofar as the sale of real property itself
is concerned, neither the Commission nor members of
the real estate sales industry believe that such sales
would be subject to the rule as land would not fall
within the scope of the definition of consumer goods
or services. However, transactions in which a consumer
engaged a real estate broker to sell his home or to rent
and manage his residence during a temporary period
of absence may fall within the class of transactions to
which the rule would apply.’’ Cooling-Off Period for
Door-to-Door Sales, 37 Fed. Reg. 22,948 (October 26,
1972). The defendants argue that the explanation in the
Federal Register makes it clear that ‘‘transactions that
are very closely related to the sale or rental of real
estate, including an agreement for broker services, still
might fall under the act.’’
Following the quoted language in the Federal Register
was a footnote that referenced a letter from the National
Association of Real Estate Boards. It is not surprising
that a realtors’ association would be concerned that
the Federal Trade Commission’s rule might be read
broadly to include an agreement for real estate broker
services. Moreover, in further explaining the rule and its
exceptions, the Federal Register contains the following
language: ‘‘With regard to the real property provision,
it is emphasized that it is not intended to apply to the
sale of goods or services such as siding, home improve-
ments, and driveway and roof repairs.’’ Cooling-Off
Period for Door-to-Door Sales, 37 Fed. Reg. 22,949
(October 26, 1972). This additional explanation of the
exemption focuses on the particular type of door-to-
door sales that target homeowners and their real estate.
Neither the Federal Register nor Connecticut’s legis-
lative history provides a definitive interpretation of the
exemption language at issue. In construing the language
as written by the legislature, we note that § 42-134a (a)
(5) does not state that only contracts for the sale or
rental of real property are exempt from the provisions
of the act, but, rather, it exempts a ‘‘transaction . . .
pertaining to the sale or rental of real property.’’
(Emphasis added.) The word ‘‘pertaining’’ is not defined
in the statute, and, accordingly, we look to the common
and ordinary meaning of the word. Black’s Law Diction-
ary defines the word pertain as ‘‘[t]o relate to; to con-
cern.’’ Black’s Law Dictionary (9th Ed. 2009). It is
undisputed that the staging services and lease
agreement in the present case was entered into for
the purpose of making the defendants’ residence more
appealing to prospective buyers. In other words, that
transaction ‘‘related to’’ or ‘‘concerned’’ the sale of their
real property in Westport.
The defendants argue that such a broad interpretation
would result in exempting a myriad of services and
goods that are tangentially related to the prospective
sale of a property. For example, if a homeowner is
approached by a door-to-door salesman who is selling
siding or new windows or who provides landscaping
services, a homeowner may enter into a contract with
such a salesman to make his or her home more appeal-
ing to prospective buyers. According to the defendants,
such goods and services would be exempt from the
provisions of the act because they are related to the
prospective sale of real property. We do not agree.
Landscaping, siding, and new windows inure to the
continuing benefit of the property whether that prop-
erty is sold or retained by the homeowner. The staging
services and lease agreement in the present case was
entered into for the sole purpose of selling the defen-
dants’ home in Westport. The staging of furnishings
owned by the plaintiff had no conceivable benefit to
the real estate other than making it more attractive to
potential buyers. The staging services agreement itself
provided that the initial lease term was four months,
but that it would expire even sooner if ‘‘the buyer’s
contingencies are either satisfied or waived with
respect to the purchase of the Property . . . .’’ The
singular purpose of the agreement, therefore, was to
facilitate the sale of the real property, such that the
agreement would terminate once that particular pur-
pose had been achieved.
Accordingly, we agree with the trial court that the
agreement in the present case was a transaction that
pertained to the sale of real property. We conclude that
the staging services agreement was not subject to the
provisions of the act and that the court properly deter-
mined that it was enforceable against Joan Frank.
III
The defendants’ final claim is that the court improp-
erly awarded double damages when it rendered judg-
ment against George Frank under the first count of the
complaint in the amount of $259,746.10, and rendered
judgment against Joan Frank under the second count
of the complaint in the amount of $283,106.45. The
defendants claim that the two amounts represent the
same loss, and that the court’s judgment violates ‘‘the
principle that a litigant may recover just damages for
the same loss only once.’’ (Internal quotation marks
omitted.) Rowe v. Goulet, 89 Conn. App. 836, 849, 875
A.2d 564 (2005). The defendants additionally argue that
the contract damages awarded against Joan Frank
improperly included damages for conversion of the
home furnishings.
The judgment of the trial court was not improper.
‘‘Plaintiffs are not foreclosed from suing multiple defen-
dants, either jointly or separately, for injuries for which
each is liable, nor are they foreclosed from obtaining
multiple judgments against joint tortfeasors. . . . This
rule is based on the sound policy that seeks to ensure
that parties will recover for their damages. . . . The
possible rendition of multiple judgments does not, how-
ever, defeat the proposition that a litigant may recover
just damages only once. . . . Double recovery is fore-
closed by the rule that only one satisfaction may be
obtained for a loss that is the subject of two or more
judgments.’’ (Citations omitted; footnotes omitted;
internal quotation marks omitted.) Gionfriddo v. Gar-
tenhaus Cafe, 211 Conn. 67, 71–72, 557 A.2d 540 (1989).
‘‘[I]t is still the law that satisfaction of a judgment as
to one tortfeasor is satisfaction as to all. . . . [N]othing
we say today in any way changes the time-honored rule
that an injured party is entitled to full recovery only
once for the harm suffered.’’ (Citation omitted; internal
quotation marks omitted.) Id., 74. ‘‘This rule applies
equally to the law of contracts.’’ Id., 74 n.9.
 Accordingly, the plaintiff may recover the full amount
awarded by the trial court based on count one or count
two of its complaint. It may, however, recover only
once for the harm that it suffered. There is nothing in
the record to indicate that the court improperly
intended that the plaintiff was entitled to recover dou-
ble damages.15
The defendants’ claim that the court’s award of con-
tract damages was improper is likewise without merit.
‘‘As a general rule, the determination of damages
involves a question of fact that will not be overturned
on appeal unless it is clearly erroneous.’’ Harley v.
Indian Spring Land Co., 123 Conn. App. 800, 838, 3
A.3d 992 (2010). In calculating the amount of damages,
‘‘[t]he general rule of damages in a breach of contract
action is that the award should place the injured party
in the same position as he would have been in had the
contract been performed.’’ (Internal quotation marks
omitted.) Id., 839.
In the present case, the court determined that Joan
Frank had breached the staging services agreement by
failing to pay the rent due, by wrongfully using the
furniture in the defendants’ personal residence for
approximately three years, and by thwarting the plain-
tiff’s efforts to retrieve its inventory, thereby resulting
in the total loss of that inventory to the plaintiff. The
court found credible the evidence presented by the
plaintiff as to the value of its inventory. Accordingly,
the court awarded the plaintiff $235,598 for the inven-
tory loss and $47,508.45 for the rental loss and related
late fees, for a total amount of $283,106.45.
The defendants do not challenge the court’s factual
findings relating to the ways in which Joan Frank
breached the agreement in this appeal. They challenge
only the court’s calculation of damages. On the basis
of the court’s findings and the evidence presented by
the plaintiff, the defendants have failed to establish that
the court’s award of contract damages was clearly
erroneous.
The judgment is affirmed.
In this opinion the other judges concurred.
* The listing of the judges reflects their seniority status on this court as
of the date of oral argument.
1
General Statutes § 42-134a et seq.
2
Joan Frank testified at trial that title to the property to be staged was
in her name.
3
‘‘The Uniform Enforcement of Foreign Judgments Act, General Statutes
§ 52-604 et seq., provides a simplified procedure to enforce foreign judgments
not obtained by default. General Statutes § 52-607 provides that, notwith-
standing the provisions of that act, [t]he right of a judgment creditor to
proceed by an action on the judgment . . . remains unimpaired.’’ (Internal
quotation marks omitted.) Maltas v. Maltas, 298 Conn. 354, 357 n.3, 2 A.3d
902 (2010).
In the present case, the California foreign judgment was a default judg-
ment, and, accordingly, the plaintiff sought the common-law enforcement
of that judgment.
4
There is no claim that process in Connecticut was not properly served or
that the Connecticut Superior Court lacked jurisdiction over the defendants.
5
The court did not consider the plaintiff’s alternative basis for recovery,
i.e., its claim for quantum meruit. The court stated that it was not necessary
to consider that count of the complaint because of its conclusion that Joan
Frank had breached the contract.
6
The plaintiff has not challenged the court’s determinations that Joan
Frank was not properly served with process in the California action, and,
thus, the California Superior Court lacked personal jurisdiction over her.
7
The full faith and credit clause of the constitution of the United States
provides in relevant part that ‘‘Full Faith and Credit shall be given in each
State to the . . . judicial Proceedings of every other State. . . .’’ U.S. Const.,
art. IV, § 1.
8
All of the parties are in agreement that this court must look to California
law to determine whether the California Superior Court possessed personal
jurisdiction over George Frank.
9
Connecticut case law is in accord. When a defendant challenged a Califor-
nia judgment on the ground that the California Superior Court lacked per-
sonal jurisdiction over him, this court held: ‘‘The defendant focuses on lack
of jurisdiction over his person. Unlike subject matter jurisdiction, however,
personal jurisdiction may be created through consent or waiver. . . . Con-
necticut case law is clear that the courts will uphold an agreement of the
parties to submit to the jurisdiction of a particular tribunal.’’ (Citation omit-
ted; internal quotation marks omitted.) Phoenix Leasing, Inc. v. Kosinski,
47 Conn. App. 650, 653, 707 A.2d 314 (1998).
The defendant in Phoenix Leasing, Inc., had argued that the forum selec-
tion clause at issue did not provide California with personal jurisdiction
over him because it failed to establish the minimum contacts required by
due process before a court may exercise jurisdiction over a defendant.
This court disagreed: ‘‘The defendant cites no cases in which the minimum
contacts rule has been relied on to void a forum selection clause. Indeed,
forum selection clauses have generally been found to satisfy the due process
concerns targeted by the minimum contacts analysis.’’ Id.
10
This express consent to jurisdiction distinguishes this case from the
holding in Global Packaging, Inc. v. Superior Court, supra, 196 Cal. App.
4th 1632–34, where the Court of Appeals determined a venue selection
clause was not a forum selection clause that conferred jurisdiction because
the clause did not explicitly state that the parties consented to the personal
jurisdiction of the California Superior Court.
11
An addendum is defined in Black’s Law Dictionary as ‘‘[s]omething to
be added, esp. to a document; a supplement.’’ Black’s Law Dictionary (9th
Ed. 2009).
12
We note that the trial court focused on the plaintiff’s claim of minimum
contacts rather than its argument that George Frank consented to jurisdic-
tion. As our discussion indicates, we agree with the trial court that the
California Superior Court had personal jurisdiction over George Frank, but
for a different reason than that propounded by the trial court. See Rizzo
Pool Co. v. Del Grosso, 232 Conn. 666, 682, 657 A.2d 1087 (1995).
We do not disagree with the court’s conclusion that California could
exercise jurisdiction pursuant to its long arm statute and that the requisite
minimum contacts had been established by the facts as found by the court
and as recited in this opinion. In this regard, we would add that the court
expressly found that George Frank’s testimony was ‘‘lacking in truthfulness,’’
and that there was testimony at trial that it was the defendants’ realtor who
initiated contact with the plaintiff.
We do not, however, provide an analysis addressed to the long arm statute
and minimum contacts with California because we have determined that
the plaintiff’s argument that George Frank had consented to jurisdiction is
a more compelling argument.
13
General Statutes § 42-134a (a) (5) provides in relevant part: ‘‘ ‘Home
solicitation sale’ means a sale, lease, or rental of consumer goods or services,
whether under single or multiple contracts, in which the seller or his repre-
sentative personally solicits the sale, including those in response to or
following an invitation by the buyer, and the buyer’s agreement or offer to
purchase is made at a place other than the place of business of the seller.
The term ‘home solicitation sale’ does not include a transaction . . . per-
taining to the sale or rental of real property . . . .’’
14
The defendants do not challenge the court’s determinations that Joan
Frank breached the agreement or that they failed to establish their special
defenses of failure to mitigate damages and breach of the covenant of good
faith and fair dealing. The defendants rely solely on their argument that
the failure to comply with all of the provisions of the act rendered the
agreement unenforceable.
15
In fact, the plaintiff acknowledged in its appellate brief and during oral
argument before this court that it may not recover double damages for
its loss.