Jenzack Partners, LLC v. Stoneridge Associates, LLC

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JENZACK PARTNERS, LLC v. STONERIDGE
ASSOCIATES, LLC ET AL.
(SC 20188)
(SC 20189)
Robinson, C. J., and Palmer, McDonald, D’Auria,
Mullins, Kahn and Ecker, Js.*
Syllabus
The plaintiff sought to foreclose a mortgage executed by the defendant T
in support of her personal guarantee of a promissory note. The named
defendant had obtained a construction loan from the original lender, S
Co., and executed a promissory note in connection with that transaction.
Subsequently, the note was modified, and T executed a limited guarantee
in favor of S Co. ensuring payment of the amount due under the modified
note. In order to secure T’s guarantee, T executed a mortgage in favor
of S Co. on certain of T’s real property. S Co. subsequently assigned
T’s mortgage and interest in the note to the plaintiff. At that time, S Co.
and the plaintiff executed an allonge endorsing the note to the plaintiff
as the obligee. After the named defendant defaulted on the note, the
plaintiff sought, inter alia, to collect on T’s guarantee and to foreclose the
mortgage on T’s property. At the foreclosure trial, the plaintiff introduced
into evidence an exhibit that documented its computation of the amount
then due on the note, which incorporated an initial entry concerning
the original balance on the note that was based on information that S
Co. had provided to the plaintiff in conjunction with S Co.’s sale of the
note. The trial court rendered a judgment of strict foreclosure, and T
appealed to the Appellate Court, claiming that the plaintiff lacked stand-
ing to foreclose the mortgage and that the plaintiff’s exhibit failed to
establish the amount then due on the note because the initial entry in
the exhibit was inadmissible hearsay. The Appellate Court concluded
that the trial court correctly determined that the plaintiff had standing
to foreclose the mortgage but reversed with respect to the admission
of the exhibit under the statutory (§ 52-180) business records exception
to the hearsay rule, concluding that the original note balance for the
computation of debt was not calculated by the plaintiff and that it was
received, rather than made, in the ordinary course of business, and,
thus, the exhibit failed to satisfy the requirements of the business records
exception. The Appellate Court reversed the trial court’s judgment of
foreclosure as to T and remanded the case for a new trial. On the
granting of certification, the plaintiff and T filed separate appeals with
this court. Held:
1. The Appellate Court correctly determined that the plaintiff had standing
to foreclose T’s mortgage: although the allonge that was executed in
conjunction with the assignment of the note from S Co. to the plaintiff
did not explicitly incorporate or mention T’s guarantee, T’s guarantee,
when read in its entirety, clearly provided that its benefit would continue
to any and all future holders of the note, which included the plaintiff
as the uncontested owner of the note; moreover, S Co.’s assignment of
the note to the plaintiff operated as an assignment of T’s guarantee
because the explicit language in T’s guarantee indicated that it was the
intention of S Co. and T that T’s guarantee would follow the note to
future note holders, including the plaintiff.
2. The Appellate Court incorrectly concluded that the initial entry provided
by S Co. and contained in the exhibit setting forth the plaintiff’s calcula-
tion of debt owed on the note was not admissible under the business
records exception to the hearsay rule and that, without that entry, the
trial court could not properly determine the amount owed: when one
business provides information to another business in the context of a
business transaction, as is often the case with loan records transferred
in connection with the purchase and sale of debt, the business acquiring
the information and seeking to introduce the information under the
business records exception simply must show that the information it
acquired became part of its own business record as part of the transac-
tion in which the provider of the information had a business duty to
transmit accurate information, as it is the providing business’ duty to
report the information in the business context that provides the reliabil-
ity to justify its admission under the business records exception; in the
present case, the plaintiff did not introduce a document as a business
record that was created by a third party to prove the debt owed on the
note at the time it was assigned to the plaintiff but, rather, introduced
its own record of the debt that incorporated an initial entry that S Co.
had provided to the plaintiff in conjunction with the sale of the note,
and, because S Co. had a business duty to report the amount due on
the note to the plaintiff as part of the sale of the note and the plaintiff
incorporated the amount due as provided by S Co. into its own business
records, this was sufficient to establish that the exhibit setting forth
the plaintiff’s calculation of debt owed on the note, including the initial
entry that S Co. had provided, was admissible under the business records
exception to the hearsay rule; moreover, although T could have disputed
the accuracy of the initial entry by highlighting the fact that the plaintiff
failed to introduce supplemental documentation or testimony indicating
that the plaintiff had accurately recorded the amount of debt as provided
by S Co. in the initial entry or by offering contradictory evidence as to
the amount due in order to discredit the weight of that evidence, the
trial court found that T had failed to do so.
Argued September 24, 2019—officially released January 14, 2020
Procedural History
Action seeking, inter alia, to foreclose a mortgage,
brought to the Superior Court in the judicial district
of Middlesex, where the named defendant et al. were
defaulted for failure to appear; thereafter, the action
was withdrawn as to the defendant Joseph Tine; subse-
quently, the case was tried to the court, Domnarski,
J.; judgment of strict foreclosure, from which the defen-
dant Jennifer Tine appealed to the Appellate Court;
thereafter, the court, Domnarski, J., granted the plain-
tiff’s motion for attorney’s fees, and the defendant Jen-
nifer Tine filed an amended appeal with the Appellate
Court, DiPentima, C. J., and Lavine and Eveleigh, Js.,
which reversed the judgment of the trial court only as
to the defendant Jennifer Tine and remanded the case
for a new trial, and the plaintiff and the defendant Jenni-
fer Tine, on the granting of certification, filed separate
appeals with this court. Reversed in part; judgment
directed.
Richard P. Weinstein, with whom, on the brief, was
Sarah Black Lingenheld, for the appellant in Docket
No. SC 20188 and the appellee in Docket No. SC 20189
(defendant Jennifer Tine).
Houston Putnam Lowry, for the appellee in Docket
No. SC 20188 and the appellant in Docket No. SC
20189 (plaintiff).
Opinion
KAHN, J. The plaintiff, Jenzack Partners, LLC (Jen-
zack), and the defendant1 Jennifer Tine (Tine) sepa-
rately appeal from the judgment of the Appellate Court,
which reversed the judgment of the trial court ordering
strict foreclosure.2 See Jenzack Partners, LLC v. Stone-
ridge Associates, LLC, 183 Conn. App. 128, 143, 192
A.3d 455 (2018). These appeals require us to consider
(1) whether an entity that was assigned a promissory
note as well as a mortgage granted as collateral to
secure a personal guarantee of that promissory note
has standing to foreclose on the mortgage despite the
fact that the guarantee was not explicitly assigned to
the foreclosing party, and (2) whether an initial entry
into a record of debt is admissible under the business
records exception to the hearsay rule when that entry
was provided by a third party in the course of the sale
of the debt. As to the issue of standing, Tine claims that
the Appellate Court incorrectly concluded that Jenzack
had standing to foreclose a mortgage executed in sup-
port of a personal guarantee of a promissory note given
by a third party because Jenzack did not receive a
written assignment of the personal guarantee. As to
the issue of hearsay, Jenzack claims that an adequate
foundation was laid for the entirety of the record of
debt to be admitted into evidence (exhibit 22) pursuant
to the business records exception even though the ini-
tial entry was provided by a third party. Although we
agree with the Appellate Court’s conclusion that Jen-
zack had standing to foreclose the mortgage, we con-
clude that the Appellate Court incorrectly determined
that the business records exception did not apply to
Jenzack’s calculation of the debt owed on the promis-
sory note. Accordingly, we reverse in part the judgment
of the Appellate Court.
The Appellate Court set forth the following facts and
procedural history. ‘‘On July 13, 2006 . . . Stoneridge
Associates, LLC (Stoneridge), obtained a construction
loan in the amount of $1,650,000 from a nonparty, Sover-
eign Bank (Sovereign). At that time, Stoneridge exe-
cuted a promissory note (Stoneridge note) evidencing
its promise to repay the loan. The note was secured
by various personal guarantees; Premier [Building &
Development, Inc.], [Ronald] Gattinella, [Patrick T.]
Snow and Joseph Tine each executed guarantees in
favor of Sovereign guaranteeing repayment of the sums
due under the note.’’ Jenzack Partners, LLC v. Stone-
ridge Associates, LLC, supra, 183 Conn. App. 131; see
footnote 1 of this opinion. ‘‘On December 23, 2008,
the Stoneridge note was modified via a modification
agreement. On the same date, [Tine] executed a limited
guarantee in favor of Sovereign guaranteeing repayment
of the sum due under the Stoneridge note as modified
[(Tine guarantee)]. In order to secure their respective
guarantees, [Tine] and Joseph Tine executed a mort-
gage (Tine mortgage) in favor of Sovereign on their
residential property . . . in Cromwell.3 [Tine’s] nonre-
course guarantee limited her liability solely to her inter-
est in the Cromwell property. On August 27, 2009, and
May 6, 2010, [Tine] executed reaffirmations of her guar-
antee in connection with subsequent modifications of
the Stoneridge note.
‘‘On March 22, 2012, Sovereign assigned [the Tine]
mortgage and interests in the Stoneridge note to [Jen-
zack].’’ (Footnote in original.) Jenzack Partners, LLC
v. Stoneridge Associates, LLC, supra, 183 Conn. App.
131–32. ‘‘Specifically, Sovereign and [Jenzack] executed
an allonge endorsing the Stoneridge note to [Jenzack]
as the obligee of the note. The Tine mortgage was
assigned to [Jenzack] through an ‘Assignment of Open-
End Mortgage Deed.’ ’’ Id., 132 n.3. ‘‘In August, 2012,
[Jenzack] commenced this action, seeking, inter alia,
to foreclose the Tine mortgage. In the operative revised
complaint dated April 2, 2013, [Jenzack] alleged that,
because Stoneridge had defaulted on the underlying
Stoneridge note, [Jenzack] was entitled to declare the
entire balance of the note due and payable. [Jenzack]
alleged that Sovereign had assigned all of its interests
in the Stoneridge note, including continuing guarantees
executed by Premier, Gattinella, Snow, and Joseph
Tine, the limited guarantee executed by [Tine], and
the Tine mortgage. Because [Jenzack] was the current
holder of the Stoneridge note, [Jenzack] claimed it was
entitled to collect on all underlying guarantees and [to]
foreclose the [Tine] mortgage. On April 26, 2013, [Tine]
filed an answer that denied the substance of the com-
plaint . . . .’’4 (Footnote omitted.) Id., 132–33.
‘‘A bench trial was held on August 16, 2016. At trial,
[Jenzack] claimed that the assignment of the Stoneridge
note necessarily carried with it an assignment of all
underlying guarantees, including [Tine’s] limited guar-
antee secured by the Tine mortgage. [Jenzack] also
introduced into evidence exhibit 22, a computation of
the current amount due on the [Stoneridge] note. In
response, [Tine] claimed that the court lacked subject
matter jurisdiction to render a judgment of foreclosure
against her because her guarantee was not specifically
assigned to [Jenzack] in the allonge. [Tine] also claimed
that [Jenzack] failed to establish the amount of debt
due on the [Stoneridge] note because evidence of the
computation of debt, which included a starting balance
provided to [Jenzack] by Sovereign, was inadmissible
hearsay.’’5 Id., 133. ‘‘On December 1, 2016, the trial court
issued a memorandum of decision [and entered] an
order of strict foreclosure on the Tine mortgage. The
court held that [Jenzack] had standing to foreclose the
[Tine] mortgage that secured the [Tine] guarantee and
that [Jenzack] had established the amount of debt due
on the [Stoneridge] note through the testimony of Wil-
liam Buland, [Jenzack’s] authorized representative, and
the computation of debt in exhibit 22.’’ Id.
Before the Appellate Court, Tine argued that ‘‘the trial
court improperly (1) held that [Jenzack] had standing
to foreclose the Tine mortgage [and] (2) determined
that [Jenzack’s] exhibit 22 was sufficient to establish
the amount due on the [Stoneridge] note . . . .’’6 Id.
Although the Appellate Court agreed with the trial court
that Jenzack had standing to foreclose the Tine mort-
gage; id., 139; it reversed the trial court’s decision on
the admissibility of the record of debt owed on the
Stoneridge note under the business records exception,
concluding that the starting balance for the computa-
tion of debt ‘‘was not calculated by [Jenzack], and,
therefore, it was received, rather than made, in the
ordinary course of business.’’ Id., 143. On the basis of
this conclusion, the Appellate Court held that the initial
entry did not satisfy the requirements of the business
records exception, and, therefore, the trial court could
not properly determine the amount of debt. Id., 142–43.
The Appellate Court reversed the trial court’s judgment
of strict foreclosure as to Tine and remanded the case
for a new trial. Id., 146. These certified appeals followed.
See footnote 2 of this opinion.
I
STANDING
Because the question of standing implicates subject
matter jurisdiction, we first consider Tine’s claim in
Docket No. SC 20188 that the Appellate Court improp-
erly held that Jenzack had standing to foreclose the
Tine mortgage. Tine claims that Jenzack does not have
standing to foreclose the Tine mortgage because Sover-
eign did not expressly assign the Tine guarantee to
Jenzack in the allonge, and, therefore, Jenzack is not
a party to the Tine guarantee.7 Although Tine correctly
points out that the allonge did not explicitly incorporate
or mention the Tine guarantee, we conclude that Jen-
zack nonetheless had standing according to the lan-
guage of the Tine guarantee.
‘‘[S]tanding is the legal right to set judicial machinery
in motion. One cannot rightfully invoke the jurisdiction
of the court unless he [or she] has, in an individual or
representative capacity, some real interest in the cause
of action, or a legal or equitable right, title or interest
in the subject matter of the controversy.’’ (Internal quo-
tation marks omitted.) Citibank, N.A. v. Lindland, 310
Conn. 147, 161, 75 A.3d 651 (2013). ‘‘A determination
regarding a trial court’s subject matter jurisdiction is a
question of law. When . . . the trial court draws con-
clusions of law, our review is plenary and we must
decide whether its conclusions are legally and logically
correct and find support in the facts that appear in
the record.’’ (Internal quotation marks omitted.) Pond
View, LLC v. Planning & Zoning Commission, 288
Conn. 143, 155, 953 A.2d 1 (2008). ‘‘It is well established
that, in determining whether a court has subject matter
jurisdiction, every presumption favoring jurisdiction
should be indulged.’’ (Internal quotation marks omit-
ted.) Financial Consulting, LLC v. Commissioner of
Ins., 315 Conn. 196, 226, 105 A.3d 210 (2014).
‘‘The language of the assignment . . . does not by
itself govern our resolution of the issue. We also turn to
the language of the guarantee.’’ D’Amato Investments,
LLC v. Sutton, 117 Conn. App. 418, 422, 978 A.2d 1135
(2009). Even though a guarantee is not explicitly
assigned along with the underlying obligation it is ensur-
ing, guarantors are ‘‘bound by the contractual provi-
sions [in the guarantee] to which they agreed.’’ See,
e.g., One Country, LLC v. Johnson, 137 Conn. App. 810,
820, 49 A.3d 1030 (2012), aff’d, 314 Conn. 288, 101 A.3d
933 (2014). Although the allonge expressly assigned
only the Stoneridge note to Jenzack, the language of
the Tine guarantee should be considered to determine
whether the parties to the guarantee—Tine and Sover-
eign—intended the guarantee to follow the Stoneridge
note. See Hudson United Bank v. Endeavor Group, 96
Conn. App. 447, 452, 901 A.2d 64 (2006) (‘‘[i]n interpre-
ting the intention of the parties to the guarantee, the
referee was entitled to rely on, inter alia, the language of
the guarantee’’); see also One Country, LLC v. Johnson,
supra, 816 (‘‘[a] guarantee, similar to a suretyship, 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’’ [internal quo-
tation marks omitted]); cf. Friezo v. Friezo, 281 Conn.
166, 199, 914 A.2d 533 (2007) (‘‘[c]ontracting parties are
normally bound by their agreements . . . irrespective
of whether the agreements embodied reasonable or
good bargains’’ [internal quotation marks omitted]).
This court has stated that, where the guarantee of a
note is unconditional or absolute, ‘‘default of the maker
or endorser to pay the note promptly . . . [causes] the
guarantor [to] become liable to the holder, and the
relation of debtor and creditor was at once established
between the guarantor and the holder of the note.’’
(Internal quotation marks omitted.) Perry v. Cohen, 126
Conn. 457, 459, 11 A.2d 804 (1940).
Although this court has not addressed this exact issue
of the interpretation of a guarantee that was not explic-
itly assigned to a subsequent party seeking to enforce
the guarantee, we are persuaded by the Appellate
Court’s reasoning in applying the foregoing principles.
In Hudson United Bank, the defendant executed a
promissory note and continuous loan guaranty in 1995,
in favor of a third-party bank. Hudson United Bank v.
Endeavor Group, supra, 96 Conn. App. 449. The third-
party bank then merged with a second third-party bank
before being consolidated with the plaintiff bank. Id.,
449–50. In 1998, the plaintiff bank provided a loan to
the defendant, and the defendant executed a promis-
sory note in favor of the plaintiff bank; a portion of the
loan was used to pay off the 1995 loan. Id. The defendant
then defaulted on the 1998 loan. Id., 450. The plaintiff
bank sought to collect from the defendant under the
1995 continuous guarantee, and the defendant objected
on the ground that he was liable under the 1995 guaran-
tee only to the first bank and not to subsequent issuers
of promissory notes, including the plaintiff bank. Id.
The Appellate Court concluded that, ‘‘[i]n interpreting
the intention of the parties to the guarantee, the [trial
court] was entitled to rely on, inter alia, the language of
the guarantee.’’ Id., 452. In that case, the 1995 guarantee
explicitly provided that the borrower guaranteed pay-
ment of ‘‘any and every obligation and liability of [the
borrower] to [the original third-party bank] of whatso-
ever nature and howsoever evidenced, whether now
existing or hereafter incurred . . . .’’ (Emphasis in
original; internal quotation marks omitted.) Id. In addi-
tion, it stated that ‘‘[t]his guarant[ee] shall inure to the
benefit of the [original third-party bank], its successors,
legal representatives, and assigns.’’ (Internal quotation
marks omitted.) Id., 453. On the basis of this language,
the court concluded that ‘‘the guarantee clearly pro-
vides that its benefit would continue to any and all
successors of [the original third-party bank], including
[the second third-party bank] and the [plaintiff
bank].’’ Id.
Similarly, in D’Amato Investments, LLC, a third-party
corporation entered into a commercial lease with third-
party property owners, and the defendant, who was
the president of the third-party corporation, executed
a personal guarantee of the lessee’s obligation thereun-
der. D’Amato Investments, LLC v. Sutton, supra, 117
Conn. App. 420. The third-party property owners
assigned the lease to the plaintiff, and, subsequently,
the defendant’s employment with the third-party corpo-
ration was terminated. Id. The third-party corporation
failed to consistently pay rent and related fees before
finally being evicted, and the plaintiff brought an action
against the defendant to enforce the guarantee and to
recover the amounts owed by the third-party corpora-
tion. Id., 420–21. ‘‘The defendant claim[ed] that the
plaintiff lack[ed] standing to enforce the guarantee
because the plaintiff [was] not a party to the guarantee.
The defendant argu[ed] that although the lease was
assigned from [the third-party property owners] to the
plaintiff, the guaranty itself was never assigned to the
plaintiff.’’ Id., 421–22. The Appellate Court concluded
that the assignment of the lease ‘‘did not explicitly incor-
porate or mention the guarantee signed by the defen-
dant. The language of the assignment, however, [did]
not by itself govern [the court’s] resolution of the issue.
[The court] also turn[ed] to the language of the guaran-
tee.’’ Id., 422. In that case, the guarantee provided that
‘‘[t]he undersigned guarantees to Landlord, Landlord’s
successors and assigns, the full performance and obser-
vance of all covenants, conditions and agreements
. . . .’’ (Emphasis in original; internal quotation marks
omitted.) Id. In light of this language, the court rejected
the defendant’s claim that the assignee lacked standing
to enforce the personal guarantee. Id., 423.
In the present case, Sovereign did not explicitly
assign the Tine guarantee to Jenzack, so we turn to the
language of the Tine guarantee, titled ‘‘Limited Guaranty
Agreement,’’ to determine the intention of Sovereign
and Tine when the guarantee was executed.8 The Tine
guarantee provides in relevant part:
‘‘The undersigned, JENNIFER J. TINE . . . (herein-
after referred to as ‘Guarantor’) is executing this Contin-
uing Guaranty Agreement to induce SOVEREIGN BANK
(‘Lender’) to amend a construction loan in the amount of
$1,650,000 (the ‘Loan’) to STONERIDGE ASSOCIATES,
LLC (‘Borrower’) made pursuant to a commitment letter
dated July 13, 2006 (‘Commitment’). The Loan is evi-
denced by a Promissory Note (‘Note’) in the above
amount . . . .’’ The Tine guarantee further provided:
‘‘1. Payment and Performance. Guarantor does hereby
fully guarantee to Lender that Borrower shall make due
and punctual payment of the principal of the Note and
the interest thereon . . . . If Borrower shall at any
time fail to make any such payments or performance,
then . . . Guarantor shall make such payment or pay-
ments to Lender, this Guaranty being a guaranty of
payment and not of collection . . . .
***
‘‘14. Bind and Inure. The provisions of this Guaranty
. . . shall bind and inure to the benefit of the parties
hereto and their heirs, successors and assigns . . .
the word ‘Lender’ as used herein shall mean not only
the original Lender named in the first paragraph of
this Guaranty, but also all future holders of the Note
and Loan Documents . . . .’’ (Emphasis added.)
When read in its entirety, the Tine guarantee clearly
provides that its benefit would continue to any and all
future holders of the Stoneridge note, which includes
Jenzack. Under these circumstances, the assignment of
the Stoneridge note operated as an assignment of the
Tine guarantee because the explicit language included
in the Tine guarantee indicates that it was the intention
of Sovereign and—more importantly—Tine that the
guarantee would follow the Stoneridge note to future
note holders. As it is uncontested that Jenzack owns
the Stoneridge note, Jenzack has standing to foreclose
the Tine mortgage.9 See Brentwood Scottsdale, LLC v.
Smith, Docket No. 1 CA-CV 14-0067, 2015 WL 728364,
*2 (Ariz. App. February 19, 2015) (adopting general rule
of law; see Restatement [Third], Suretyship & Guaranty
§ 13 [5], pp. 65–66 [1996]; but relying on language of
personal guarantee as further evidence that assignment
of note operated as assignment of guarantee).
II
We next consider Jenzack’s claim in its appeal in
Docket No. SC 20189 that the Appellate Court incor-
rectly held that the initial entry in Jenzack’s calculation
of debt owed on the Stoneridge note as shown on
exhibit 22 was not admissible pursuant to General Stat-
utes § 52-180,10 colloquially referred to as the business
records exception to the hearsay rule and that, without
that initial entry, Jenzack was not able to establish the
amount owed on the Sovereign note.11 We conclude that
the entirety of Jenzack’s record of debt owed on the
Sovereign note was admissible under the business
records exception.
‘‘To the extent [that admissibility] of evidence is
based on an interpretation of the Code of Evidence,
our standard of review is plenary. For example, whether
a challenged statement properly may be classified as
hearsay . . . [is a] legal [question] demanding plenary
review.’’ State v. Saucier, 283 Conn. 207, 218, 926 A.2d
633 (2007); see also New England Savings Bank v.
Bedford Realty Corp., 246 Conn. 594, 599 n.7, 717 A.2d
713 (1998) (Bedford II) (‘‘[b]ecause we review the trial
court’s interpretation of the statute, and the statute’s
applicability to the proffered documents, our review
is plenary’’).
In the present case—unlike in previous cases before
this court—Jenzack did not attempt to introduce a doc-
ument as a business record that was created by a third
party, Sovereign, to prove the debt owed on the Stone-
ridge note at the time it was assigned to Jenzack.
Instead, Jenzack introduced its own record of the debt
owed on the Stoneridge note that incorporated an initial
entry that Sovereign had provided to Jenzack in con-
junction with the sale of the note. Jenzack offered this
document as its business record of the debt owed on
the note. Jenzack, however, did not offer into evidence
documentation or witness testimony regarding the ini-
tial figure in the form it was actually received from
Sovereign. Tine claims that the statement of the initial
debt as contained in exhibit 22 is hearsay without docu-
mentation or testimony evidencing that Jenzack accu-
rately recorded the amount of the debt provided by
Sovereign. See footnote 5 of this opinion. This is an
issue of first impression for this court. See Bedford II,
supra, 246 Conn. 607 (‘‘[i]f we had not decided in . . .
this opinion that [the] exhibit was admissible, we would
be required to determine whether a record created by
a subsequent holder of a note, based on an initial figure
from a failed bank’s account books not in evidence,
could be admitted as a business record of the second
entity’’); cf. New England Savings Bank v. Bedford
Realty Corp., 238 Conn. 745, 757–58, 680 A.2d 301 (1996)
(Bedford I) (holding that witness testimony as to
amount of debt was inadmissible when witness did not
have personal knowledge of debt or produce documen-
tation evidencing amount of debt, but noting that ‘‘[the
witness’] testimony [was not offered] for the limited
purpose of laying a foundation for the entry of the
documents into evidence, but, rather, as evidence of
the debt’’).
‘‘The initial rationale for the [business records] excep-
tion was that, although hearsay, business records [are]
trustworthy because their creators had relied on the
records for business purposes.’’ Bedford II, supra, 246
Conn. 600. Because of the trustworthiness of business
records, § 52-180 ‘‘ ‘should be liberally interpreted’ in
favor of admissibility.’’ Id., 603; see also Bell Food Ser-
vices, Inc. v. Sherbacow, 217 Conn. 476, 485, 586 A.2d
1157 (1991). Section 52-180 (b) provides that a record
‘‘shall not be rendered inadmissible by (1) a party’s
failure to produce as witnesses the person or persons
who made the writing or record, or who have personal
knowledge of the act, transaction, occurrence or event
recorded or (2) the party’s failure to show that such
persons are unavailable as witnesses. Either of such
facts and all other circumstances of the making of the
writing or record, including lack of personal knowledge
by the entrant or maker, may be shown to affect the
weight of the evidence, but not to affect its admissibil-
ity.’’ As such, we have held that the ‘‘witness introducing
the document need not have made the entry himself or
herself . . . [or] have been employed by the organiza-
tion during the relevant time period. . . . In addition,
[t]here is no requirement in § 52-180 . . . that the docu-
ments must be prepared by the organization itself to
be admissible as that organization’s business records.’’
(Citation omitted; internal quotation marks omitted.)
Bedford II, supra, 603. Furthermore, ‘‘[t]he proponent
need not prove the accuracy of the record; its weight
is an issue for the trier of fact.’’ Id., 602.
When a party introduces a document that it did not
create but that it received from a third party, the busi-
ness records exception will apply only if the information
contained in the document is ‘‘based on the entrant’s
own observation or on information of others whose
business duty it was to transmit it to the entrant.’’ (Inter-
nal quotation marks omitted.) River Dock & Pile, Inc.
v. O & G Industries, Inc., 219 Conn. 787, 794, 595 A.2d
839 (1991). ‘‘Where the prior owner of the note had a
legitimate business duty to provide to the next holder
the information used to generate the payment history,
the printout of that information was the business record
of the present holder.’’ Premier Capital, Inc. v. Gross-
man, Docket No. CV-XX-XXXXXXX-S, 2000 WL 1838695,
*4 (Conn. Super. November 22, 2000) (citing SKW Real
Estate Ltd. Partnership v. Gallicchio, 49 Conn. App.
563, 577, 716 A.2d 903, cert. denied, 247 Conn. 926, 719
A.2d 1169 [1998]), rev’d in part on other grounds, 68
Conn. App. 51, 52, 789 A.2d 565 (2002); see also Bedford
II, supra, 246 Conn. 603 (‘‘ ‘[t]here is no requirement in
§ 52-180 . . . that the documents must be prepared by
the organization itself to be admissible as that organiza-
tion’s business records’ ’’). If part of the data was pro-
vided by another business, as is often the case with
loan records in connection with the purchase and sale
of debt, the proponent does not have to lay a foundation
concerning the preparation of the data it acquired but
must simply show that these data became part of its
own business record as part of a transaction in which
the provider had a business duty to transmit accurate
information. See Premier Capital, Inc. v. Grossman,
supra, *5, citing Bedford II, supra, 604.
This court’s precedents regarding the admission of
business records that include information received
from third parties have only involved instances in which
documentation from the third party was offered into
evidence as a business record of the offering party. As
previously noted, Jenzack did not offer documentation
from Sovereign as evidence of the initial entry into
Jenzack’s record of debt owed on the Stoneridge note.
Tine claims that, without supporting documentation or
testimony from Sovereign to attest to its accuracy, the
initial entry is not part of Jenzack’s business record.
We conclude, however, that—regardless of whether
supporting documentation or testimony from the third
party is offered—it is the third party’s ‘‘duty to report
[the information] in a business context which provides
the reliability to justify [the business records exception
to the hearsay rule].’’ State v. Milner, 206 Conn. 512,
521, 539 A.2d 80 (1988); see D’Amato v. Johnston, 140
Conn. 54, 59, 97 A.2d 893 (1953); see also U.S. Bank
Trust, N.A. v. Jones, 925 F.3d 534, 538 (1st Cir. 2019)
(‘‘[t]he key question is whether the records in question
are reliable enough to be admissible’’ [internal quotation
marks omitted]). This reliability is further strengthened,
in our view, when the entity receiving the information
from a third party, with a business duty to report it,
subsequently integrates that information into the enti-
ty’s own business records and has a ‘‘self-interest in
[ensuring] the accuracy of the outside information
. . . .’’ (Internal quotation marks omitted.) U.S. Bank
Trust, N.A. v. Jones, supra, 538; see also Federal
Deposit Ins. Corp. v. Carabetta, 55 Conn. App. 369, 394,
739 A.2d 301, cert. denied, 251 Conn. 927, 742 A.2d 362
(1999). By relying on information from a third party,
an entity stakes not only its livelihood on the accuracy
of the information received but also its reputation as
being a trustworthy entity with which to do business
in the future. See generally U.S. Bank Trust, N.A. v.
Jones, supra, 538–39.
Furthermore, a business record is admissible if the
information therein is reliable, which, in the case of
information provided by a third party, is established by
the third party’s business duty to report the information.
‘‘[T]here is no requirement that the accuracy of a busi-
ness record be proved as a prerequisite to its admis-
sion.’’ (Internal quotation marks omitted.) Federal
Deposit Ins. Corp. v. Carabetta, supra, 55 Conn. App.
375. In addition, once a reliable business record is
admitted, there is no presumption that it is accurate,
and ‘‘the circumstances of the making of the [record]
may be shown to affect the weight of that evidence,’’
as its ‘‘credibility [remains] a question for the trier of
fact.’’ (Internal quotation marks omitted.) Id.; see also
State v. Ward, 172 Conn. 163, 170, 374 A.2d 168 (1976).
A defendant is free to undertake discovery concerning
the accuracy of the information in a business record
as well as to introduce or cross-examine witnesses
about its accuracy. Any contention that the information
might be inaccurate or lack veracity, therefore, ‘‘goes
to the weight of the document, not its admissibility.’’
Webster Bank v. Flanagan, 51 Conn. App. 733, 748,
725 A.2d 975 (1999); see also Bedford II, supra, 246
Conn. 602.
The First Circuit Court of Appeals recently issued a
decision with facts similar to those at issue in the pres-
ent case. We find that court’s analysis persuasive. In
that case, the bank ‘‘sought to establish the total amount
owed on the loan account by introducing a computer
printout [maintained by the current loan servicer of the
borrower’s account] that contained an account sum-
mary and a list of transactions related to the loan.’’ U.S.
Bank Trust, N.A. v. Jones, supra, 925 F.3d 536. Similar
to Jenzack’s record of debt in the present case, the
record in Jones included ‘‘prior entries [that] were cre-
ated by two other loan servicers . . . and were inte-
grated into [the current loan processor’s] database
when [the current loan processor] succeeded them as
servicer.’’ Id., 537. Noting that ‘‘there is no categorical
rule barring the admission of integrated business
records under [the business records exception] based
only on the testimony from a representative of the suc-
cessor business,’’ the First Circuit relied on the fact
that the previous loan processors had a business duty
to report the amount due on the loan to the current
loan processor, and the current loan processor placed
‘‘its own financial interest at stake by relying on’’ the
records. Id., 537–38. Furthermore, the court noted that
the borrower ‘‘did not dispute the transaction history
by claiming overbilling or unrecorded payments, as she
surely could have done if the records were inaccurate.’’
(Internal quotation marks omitted.) Id., 538. On the
basis of these circumstances, the First Circuit held that
the computer printout evidencing the amount owed on
the borrower’s loan was admissible under the federal
business records exception to the hearsay rule. Id.,
539–40.
In the present case, the trial court credited the testi-
mony of Buland that ‘‘Sovereign had attested to the
balance due on the note as part of the transaction
between Sovereign and [Jenzack].’’ Thus, Sovereign had
a business duty to report the amount due on the Stoner-
idge note to Jenzack as part of the sale of the debt;
Sovereign was not merely volunteering the information.
See State v. Milner, supra, 206 Conn. 520–21 (holding
that one page police report detailing contents of tele-
phone call was inadmissible as business record when
caller was anonymous and had no duty to report). In
addition, the trial court noted that ‘‘[Buland] relied upon
data provided by Sovereign to establish the outstanding
principal balance and accrued interest on the note as
of January 17, 2012—the starting date of [Jenzack’s]
computation,’’ as evidenced by exhibit 22. Jenzack
incorporated the amount due on the Stoneridge note
provided by Sovereign into its business records and
then calculated the accumulating debt from that point
forward by applying its own interest rate, thereby plac-
ing its own financial interest at stake by relying on
that information. This is sufficient to establish that the
entirety of Jenzack’s record of debt owed on the Stoner-
idge note—including the initial entry—was admissible
as a business record.
At that point, Tine could have disputed the accuracy
of the initial entry of Jenzack’s business record by high-
lighting the lack of supplemental documentation or
offering contradictory evidence as to the amount due
on the note, thereby discrediting the weight of the evi-
dence in the eyes of the trier of fact. The trial court
found that ‘‘[n]one of the defendants presented any
testimony or evidence that contradicted [the] figures’’
in Jenzack’s business record, including the initial entry,
as Tine surely could have done if the records were
inaccurate.12 See U.S. Bank Trust, N.A. v. Jones, supra,
925 F.3d 538.
The judgment of the Appellate Court is reversed with
respect to the admissibility of the entry regarding the
amount owed on the Stoneridge note under the business
records exception to the hearsay rule and the case is
remanded to that court with direction to render judg-
ment affirming the judgment of the trial court; the judg-
ment of the Appellate Court is affirmed in all other
respects.
In this opinion the other justices concurred.
* This case originally was scheduled to be argued before a panel of this
court consisting of Chief Justice Robinson and Justices Palmer, McDonald,
D’Auria, Mullins, Kahn and Ecker. Although Chief Justice Robinson and
Justice Kahn were not present at oral argument, they have read the briefs
and appendices, and have listened to a recording of oral argument prior to
participating in this decision.
1
Stoneridge Associates, LLC, Premier Building & Development, Inc., Ron-
ald Gattinella, Joseph Tine, Patrick T. Snow, and Webster Bank were also
named as defendants. With the exception of Tine and Joseph Tine, all
defendants were defaulted for failure to appear or to plead. During the
pendency of the foreclosure action, Joseph Tine, Tine’s former husband,
filed a bankruptcy petition, and the claims against him were subsequently
discharged. For the purposes of this opinion, any reference to the defendant
or Tine is to Jennifer Tine only. See Jenzack Partners, LLC v. Stoneridge
Associates, LLC, 183 Conn. App. 128, 131 n.1, 192 A.3d 455 (2018).
2
In Docket No. SC 20188, this court granted Tine’s petition for certification
to appeal, limited to the following issue: ‘‘Did the Appellate Court properly
conclude that [Jenzack] had standing to foreclose the Tine mortgage because
Sovereign Bank had assigned the Stoneridge note to [Jenzack], even though
Sovereign Bank did not assign the Tine guarantee, for which the Tine mort-
gage was collateral, to [Jenzack]?’’ Jenzack Partners, LLC v. Stoneridge
Associates, LLC, 330 Conn. 921, 193 A.3d 1213 (2018).
In Docket No. SC 20189, this court granted Jenzack’s petition for certifica-
tion to appeal, limited to the following issue: ‘‘Did the Appellate Court
properly conclude that exhibit 22 was not admissible under the business
records exception?’’ Jenzack Partners, LLC v. Stoneridge Associates, LLC,
330 Conn. 922, 194 A.3d 288 (2018).
The two appeals were not consolidated; the parties submitted separate
briefs, and the appeals were not heard together before this court. We resolve
the appeals, however, in the same decision, as they share the same facts
and procedural history.
3
‘‘The Tine mortgage was recorded in the Cromwell land records on
January 7, 2009. When [Tine] executed her limited guarantee, she and Joseph
Tine were joint owners of the Cromwell property. Joseph Tine subsequently
transferred his interest in the property to [Tine] in connection with his
bankruptcy proceedings. At the time of the foreclosure judgment, [Tine]
was the sole owner of the Cromwell property.’’ Jenzack Partners, LLC v.
Stoneridge Associates, LLC, supra, 183 Conn. App. 132 n.2.
4
The answer also asserted, as special defenses, lack of consideration,
unclean hands, and equitable estoppel, none of which is at issue in this
appeal.
5
Tine concedes that the portion of exhibit 22 reflecting interest accrual,
payments, or other transactions that occurred after Jenzack acquired the
Stoneridge note was properly admitted under the business records excep-
tion. See Jenzack Partners, LLC v. Stoneridge Associates, LLC, supra, 183
Conn. App. 139 n.7.
6
Tine also argued that the trial court improperly awarded Jenzack attor-
ney’s fees and expenses, but that issue is not before this court in this appeal.
See Jenzack Partners, LLC v. Stoneridge Associates, LLC, supra, 183 Conn.
App. 144–45.
7
The allonge, dated March 22, 2012, provides in its entirety:
‘‘Allonge to that certain Promissory Note, as modified, dated July 13, 2006
in the original principal amount of One Million Six Hundred Fifty Thousand
and 00/100 ($1,650,000.00) Dollars given by Stoneridge Associates, LLC (the
‘‘ ‘Borrower’ ’’) to Sovereign Bank, N.A., f/k/a Sovereign Bank (‘‘ ‘Bank’ ’’).
‘‘Pay to the order of Jenzack Partners, LLC, a Maryland Limited Liability
Company. This Allonge and endorsement is made without recourse and
without any representation or warranty, express or implied, by operation
of law or otherwise, including but not limited to any warranty under [New
Jersey Statutes Annotated §] 12A:3-416 (a).’’
Jenzack also argues that it is the holder of the guarantee due to its
assignment in fact, or equitable assignment, by Sovereign. Tine argues,
however, that Jenzack did not plead an alternative form of assignment of
the Tine guarantee. We resolve the issue of standing on other grounds and,
therefore, make no conclusions as to whether Jenzack’s claim of standing
could have been resolved on any grounds other than those expressed in
this opinion.
8
We observe that Jenzack physically possesses the Tine guarantee and
entered it as a full exhibit in the trial court without objection.
9
Jenzack argues that this court should adopt § 13 of the Restatement
(Third) of Suretyship and Guaranty in determining whether Jenzack has
standing to foreclose the Tine mortgage. See Restatement (Third), Surety-
ship & Guaranty § 13 (5), p. 66 (1996) (‘‘an assignment by the obligee of its
rights against the principal obligor arising out of the underlying obligation
operates as an assignment of the obligee’s rights against the secondary
obligor arising out of the secondary obligation,’’ except ‘‘as otherwise agreed
to or provided in subsection [1]).’’ That subsection is based on the premise
that ‘‘[a] secondary obligation, like a security interest, has value only as an
adjunct to an underlying obligation.’’ Id., comment (f), p. 68. Tine argues
that we should explicitly reject this Restatement provision. This court has
recognized that ‘‘guarantors are not obligated on a mortgage because they
have a separate and distinct contractual obligation from the promissory
note and mortgage under their guarantee.’’ JP Morgan Chase Bank, N.A. v.
Winthrop Properties, LLC, 312 Conn. 662, 673, 94 A.3d 622 (2014). Although
we recognize that a note and a guarantee are separate and distinct obliga-
tions, the parties in the present case agreed to contractual language that
tied the Tine guarantee to the Stoneridge note, and those two obligations
remained connected regardless of the present owner of the Stoneridge note.
Under these circumstances, we leave the question of whether to adopt § 13
of the Restatement (Third) for another day.
10
General Statutes § 52-180 provides in relevant part: ‘‘(a) Any writing or
record, whether in the form of an entry in a book or otherwise, made as a
memorandum or record of any act, transaction, occurrence or event, shall
be admissible as evidence of the act, transaction, occurrence or event, if
the trial judge finds that it was made in the regular course of any business,
and that it was the regular course of the business to make the writing or
record at the time of the act, transaction, occurrence or event or within a
reasonable time thereafter.
‘‘(b) The writing or record shall not be rendered inadmissible by (1) a
party’s failure to produce as witnesses the person or persons who made the
writing or record, or who have personal knowledge of the act, transaction,
occurrence or event recorded or (2) the party’s failure to show that such
persons are unavailable as witnesses. Either of such facts and all other
circumstances of the making of the writing or record, including lack of
personal knowledge by the entrant or maker, may be shown to affect the
weight of the evidence, but not to affect its admissibility. . . .’’
Section 8-4 of the Connecticut Code of Evidence quotes § 52-180; we refer
to § 52-180 throughout this opinion.
11
For a business record to be admissible, ‘‘[t]he court must determine
. . . that the record was made in the regular course of business, that it was
the regular course of such business to make such a record, and that it was
made at the time of the act described in the report, or within a reasonable
time thereafter.’’ (Internal quotation marks omitted.) New England Savings
Bank v. Bedford Realty Corp., 246 Conn. 594, 602, 717 A.2d 713 (1998). Tine
does not challenge any individual element of this requirement but, rather,
argues that it is not appropriate to reach this analysis because Jenzack did
not provide evidence establishing the accuracy of the initial entry.
12
Tine claimed that she did not have any information regarding the pay-
ment history on the Stoneridge note because she had nothing to do with
Stoneridge and Joseph Tine was not obligated to keep her apprised of when
he made payments under the terms of their divorce decree. As a result, she
was unable to evaluate whether the purported balance stated by Jenzack
appeared to be accurate. Regardless of whether Tine had knowledge of the
ongoing transactions between Stoneridge and Sovereign, the Tine guarantee
included a disclaimer that she ‘‘assume[d] all responsibility for being and
keeping herself informed of [Stoneridge’s] financial condition and assets,
and of all other circumstances bearing upon the risk of nonpayment of the
[Stoneridge] [n]ote or any other indebtedness of [Stoneridge] to [Sovereign]
and the nature, scope, and extent of the risks which [Tine] assume[d] and
incur[red] [under the Tine guarantee], and agree[d] that [Sovereign] shall
have no duty to advise [Tine] of information known to it regarding such
circumstances or risk.’’