Ajluni v. Chainani

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JACK AJLUNI v. STEVE SUDHIR CHAINANI
(AC 39649)
Alvord, Keller and Bishop, Js.
Syllabus
The plaintiff sought to recover damages from the defendant for, inter alia,
breach of his guaranty obligation to the plaintiff in connection with a
promissory note executed between the plaintiff and C Co., which was
secured by the defendant’s written personal guaranty of payment of all
of C Co.’s obligations under the note. Following C Co.’s default on
the note, the plaintiff commenced an action against the defendant in
California on the guaranty. Thereafter, the California court rendered a
default judgment in favor of the plaintiff. The plaintiff subsequently
commenced the present action, alleging, inter alia, nonpayment of the
California judgment and breach of contract related to nonpayment of
the guaranty. The defendant alleged as a special defense that the action
was barred by the six year statute of limitations (§ 52-576) applicable
to breach of contract actions. The trial court rendered judgment in favor
of the plaintiff on his breach of contract claim, concluding that the claim
was not barred by the statute of limitations because the defendant
repeatedly reaffirmed the existence of the debt owed to the plaintiff,
thereby tolling the limitation period. In reaching its conclusion, the court
relied on statements that the defendant had made to the plaintiff in
several e-mails that he had sent to the plaintiff. The defendant had
signed the e-mails personally and did not reference C Co., nor did he
indicate that he was signing them on behalf of C Co. or in his capacity
as its managing member. On the defendant’s appeal to this court, held
that the trial court’s finding that the defendant reaffirmed the existence
of the subject debt was not clearly erroneous, as there was adequate
evidence in the record supporting that court’s finding of reaffirmation
and the defendant failed to provide any evidence or authority that left this
court with a definite and firm conviction that the trial court committed
a mistake; the statements the defendant made in the e-mails to the
plaintiff unequivocally acknowledged that he owed a debt to the plaintiff,
and he never expressed an intention not to pay the debt but, instead,
reassured the plaintiff that it was his full intention to repay the plaintiff
as soon as possible, and, therefore, the trial court properly determined
that there was nothing equivocal about the defendant’s reaffirmation of
the existence of the subject debt.
Argued February 20—officially released September 11, 2018
Procedural History
Action to recover damages for, inter alia, breach of
contract, and for other relief, brought to the Superior
Court in the judicial district of Stamford-Norwalk and
tried to the court, Povodator, J.; judgment in part for
the plaintiff, from which the defendant appealed to this
court. Affirmed.
Roy W. Moss, for the appellant (defendant).
Benjamin M. Wattenmaker, with whom, on the brief,
was John M. Wolfson, for the appellee (plaintiff).
Opinion
ALVORD, J. The defendant, Steve Sudhir Chainani,
appeals from the judgment of the trial court, in which
it concluded that he breached his guaranty obligation
to the plaintiff, Jack Ajluni. On appeal, the defendant
claims that the court improperly determined that the
applicable statute of limitations did not bar the action
because (1) the relation back doctrine applied to the
plaintiff’s claim and (2) certain communications
between the plaintiff and the defendant reaffirmed the
debt so as to toll the statute of limitations on the plain-
tiff’s claim.1 We conclude that certain e-mails
exchanged between the parties reaffirmed the debt and,
accordingly, affirm the judgment of the trial court.2
The court’s memorandum of decision details the rele-
vant facts and procedural history. ‘‘On or about August
13, 2008, the plaintiff loaned Chainani Associates, LLC
(Chainani Associates) . . . a Connecticut limited lia-
bility company, the sum of $200,000, as evidenced by
the [Chainani Associates’] Secured Promissory Note
. . . in said principal amount. . . . The note was
secured by a [mortgage] of the same date executed
by the borrower on the borrower’s real property in
Stamford, Connecticut . . . . To further secure the
note, the [d]efendant executed a written personal guar-
anty . . . of payment of all obligations of the borrower
under the note. . . . [T]he maturity date of the note
was November 11, 2008. . . .
‘‘The mortgaged property was part of the borrower’s
adjacent properties on Summer Street consisting of two
low rise office buildings that the borrower intended to
redevelop with a residential tower. The loan served to
finance legal, engineering, and other expenses incurred
in connection with obtaining certain significant zoning
and other approvals required for the project. However,
by November, 2008, although the borrower had suc-
ceeded, at least in part, in obtaining approvals, the mar-
ket crashed and ultimately a senior mortgage lender
foreclosed on the property.
‘‘No payment has been made on the note or pursuant
to the Guaranty. On or about July 19, 2010, in the Supe-
rior Court of the state of California, county of San
Mateo, the plaintiff filed an action, CIV 497018 (Califor-
nia action) against the defendant on the guaranty. On
or about July 26, 2010, service of the California sum-
mons and complaint was made upon the defendant at
his residence in New Canaan, Connecticut. The defen-
dant did not appear in the California action. Conse-
quently, thereafter, on motion of the plaintiff, on or
about October 12, 2010, a default judgment was entered
in the California action in favor of the plaintiff in the
amount of $304,086.52. . . .
‘‘[This] action was commenced in February, 2014,
the single count alleging nonpayment of the California
judgment and seeking to domesticate [that judgment].
‘‘On November 18, 2014, the plaintiff filed a proposed
amended complaint . . . that added additional counts
for breach of contract (count two), breach of the duty
of good faith and fair dealing (count three), and unjust
enrichment (count four). These additional counts allege
nonpayment of the guaranty.
‘‘In January of 2015, the plaintiff attempted to amend
his complaint further, seeking to add counts alleging
misrepresentation and fraud; an objection to that pro-
posed amended complaint was sustained.
‘‘In his answers to the various iterations of the com-
plaint, in addition to denying material facts, the defen-
dant asserted the lack of jurisdiction of the California
court to render judgment against him, and further has
alleged defenses of laches and the statute of limitations
[pursuant to General Statutes § 52-576 (a)3] (as appro-
priate). The plaintiff responds by contending that the
California court could assert personal jurisdiction both
because the defendant had a sufficient general presence
in California and because this transaction had suffi-
ciently precise roots in California. [The plaintiff] further
claims that the statute of limitations is inapplicable both
because of relation back and because of the defendant’s
reaffirmation of the debt. He also claims that on the
merits, he is entitled to recover on all of his claims.
‘‘An evidentiary hearing took place on February 4,
2016. Both sides filed memoranda before and after the
hearing.’’ (Citation omitted; footnote added; internal
quotation marks omitted.)
The court ruled in favor of the defendant on counts
one, three, and four, but ruled in favor of the plaintiff
on count two. Regarding count two, the court stated,
inter alia, that ‘‘it is well established in Connecticut that
a reaffirmation of the existence of a debt is sufficient
to reset the statute of limitations.’’ (Internal quotation
marks omitted.) The court continued: ‘‘As reflected in
e-mails submitted into evidence (and the plaintiff
repeatedly referred to them in connection with the juris-
dictional aspect of the case), on more than one occasion
within [six] years of the assertion of the direct guaranty
claim in the amended complaint of November 18, 2014
. . . the defendant acknowledged the existence of the
debt and expressed his intention to pay the money back
(at least the principal), if and when he could—well into
2010. While an equivocal statement might be insufficient
to interrupt/reset the running of the statute of limita-
tions, there was nothing equivocal about the reaffirma-
tion of the existence of the debt; the defendant merely
hedged on if and when he would be able to repay it.
The court does not believe that that is sufficient uncer-
tainty to preclude operation of the legal principle; there
was no equivocation with respect to the existence of
the obligation. The defendant repeatedly reaffirmed the
debt, with sufficient certainty to preclude reliance on
the statute of limitations. Accordingly, the court does
not find the contract claim barred by the statute of
limitations.’’ (Citation omitted; emphasis in original.)
The court then rendered judgment in favor of the
plaintiff on his breach of contract claim, and awarded
the plaintiff damages of $609,994.67 with per diem inter-
est of $141.33. This appeal followed.
On appeal, the defendant claims that the court errone-
ously concluded that he sufficiently acknowledged the
existence of the debt so as to toll the statute of limita-
tions on the plaintiff’s claim. The plaintiff responds
that certain e-mails exchanged between him and the
defendant reaffirmed the debt and tolled the statute of
limitations. We agree with the plaintiff.
‘‘The statute of limitations creates a defense to an
action. It does not erase the debt. Hence, the defense
can be lost by an unequivocal acknowledgment of the
debt, such as a new promise, an unqualified recognition
of the debt, or a payment on account. . . . Whether
partial payment constitutes unequivocal acknowledg-
ment of the whole debt from which an unconditional
promise to pay can be implied thereby tolling the statute
of limitations is a question for the trier of fact. . . .
‘‘A general acknowledgment of an indebtedness may
be sufficient to remove the bar of the statute. The gov-
erning principle is this: The determination of whether
a sufficient acknowledgment has been made depends
upon proof that a defendant has by an express or
implied recognition of the debt voluntarily renounced
the protection of the statute. . . . But an implication
of a promise to pay cannot arise if it appears that
although the debt was directly acknowledged, this
acknowledgment was accompanied by expressions
which showed the defendant did not intend to pay it,
and did not intend to deprive himself of the right to
rely on the Statute of Limitations . . . . [A] general
acknowledgment may be inferred from acquiescence
as well as from silence, as where the existence of the
debt has been asserted in the debtor’s presence and he
did not contradict the assertion. . . .
‘‘We review the trial court’s finding . . . under a
clearly erroneous standard. . . . [A] finding of fact is
clearly erroneous when there is no evidence in the
record to support it . . . or when although there is
evidence to support it, the reviewing court on the entire
evidence is left the definite and firm conviction that a
mistake has been committed. . . . We do not examine
the record to determine whether the trier of fact could
have reached a conclusion other than the one reached.
Rather we focus on the conclusion of the trial court,
as well as the method by which it arrived at that conclu-
sion, to determine whether it is legally correct and factu-
ally supported.’’ (Internal quotation marks omitted.)
Zatakia v. Ecoair Corp., 128 Conn. App. 362, 369–70, 18
A.3d 604, cert. denied, 301 Conn. 936, 23 A.3d 729 (2011).
In reaching its conclusion that the defendant reaf-
firmed the existence of the debt owed to the plaintiff,
the court relied on statements that the defendant made
to the plaintiff in several e-mails they exchanged. For
example, in an e-mail dated June 16, 2009, the defendant
stated: ‘‘[I]t is my full intention to get you paid as
soon as possible and our entire team is fully focused
on getting the project financed or sold.’’ (Emphasis
added.) In an e-mail dated October 11, 2009, the defen-
dant stated: ‘‘I do understand that in recent times we
have all lost large amounts of money—both you and
myself have lost on a multiplicity of investments. How-
ever, in view of our personal friendship and on many
levels, it is my endeavor and intent to at least get
you your principal back as soon as I possibly can.’’
(Emphasis added.) In an e-mail dated May 10, 2010, the
defendant stated: ‘‘Even though you are foreclosed out,
it is fully our intention to at least get you your full
principal back as soon as possible.’’ (Emphasis added.)
The defendant signed each of these e-mails as ‘‘Sudhir’’
and did not reference Chainani Associates, nor indicate
that he was signing the e-mails on behalf of Chainani
Associates or in his capacity as managing member of
Chainani Associates.4
On the basis of the evidence cited by the trial court,
including the evidence highlighted in the preceding
paragraph, we conclude that there was adequate evi-
dence in the record from which the court could deter-
mine that the defendant reaffirmed the existence of the
debt. The statements that the defendant made in the
e-mails to the plaintiff unequivocally acknowledged that
he owed a debt to the plaintiff. Moreover, in these
communications, the defendant never expressed an
intention not to pay the debt. To the contrary, the defen-
dant reassured that it was his ‘‘full intention’’ to payback
the plaintiff as soon as possible. We thus agree with the
court’s determination that ‘‘there was nothing equivocal
about the reaffirmation of the existence of the debt;
the defendant merely hedged on if and when he would
be able to repay it.’’ (Emphasis in original.)
The defendant has not pointed to any evidence or
authority from which we could conclude that the court’s
finding of reaffirmation was clearly erroneous. See foot-
note 1 of this opinion. Indeed, the defendant’s analysis
of this issue in his appellate brief is limited to three
conclusory sentences and a citation to Dwyer v. Harris,
128 Conn. 397, 23 A.2d 147 (1941), which is not on
point.5 Because we have found evidence in the record
supporting the court’s finding of reaffirmation, and
because the defendant has not provided any evidence
or authority that has left us with the definite and firm
conviction that the court made a mistake, we conclude
that the court properly found that the defendant reaf-
firmed the debt, thereby tolling the applicable statute
of limitations.
The judgment is affirmed.
In this opinion the other judges concurred.
1
At the outset, we note that ‘‘[i]t is well settled that [w]e are not required
to review claims that are inadequately briefed. . . . We consistently have
held that [a]nalysis rather than mere abstract assertion, is required in order
to avoid abandoning an issue by failure to brief the issue properly. . . .
[F]or this court judiciously and efficiently to consider claims of error raised
on appeal . . . the parties must clearly and fully set forth their arguments
in their briefs. We do not reverse the judgment of the trial court on the
basis of challenges to its rulings that have not been adequately briefed. . . .
The parties may not merely cite a legal principle without analyzing the
relationship between the facts of the case and the law cited.’’ (Internal
quotation marks omitted.) Clelford v. Bristol, 150 Conn. App. 229, 233, 90
A.3d 998 (2014). As noted by the plaintiff, the defendant’s analyses are
primarily conclusory assertions that contain no citations to the record or
application of relevant authority to the facts of this case. Despite the border-
line inadequacy of the defendant’s brief, however, we were able to discern
the defendant’s arguments and, therefore, consider the merits of his claim.
2
Because we conclude that the trial court properly determined that the
defendant’s reaffirmation of the obligation tolled the statute of limitations,
we need not address the court’s alternative basis for concluding that the
statute of limitations did not bar the action, that the relation back doctrine
applies to the plaintiff’s claim.
3
General Statutes § 52-576 (a) provides: ‘‘No action for an account, or on
any simple or implied contract, or on any contract in writing, shall be brought
but within six years after the right of action accrues, except as provided in
subsection (b) of this section.’’
4
We also note that in nearly every e-mail that the plaintiff sent to the
defendant, the plaintiff asserted the existence of the debt, and the defendant
did not contradict any of those assertions. See Zatakia v. Ecoair Corp.,
supra, 128 Conn. App. 370 (‘‘[a] general acknowledgment may be inferred
from acquiescence as well as from silence, as where the existence of the
debt has been asserted in the debtor’s presence and he did not contradict
the assertion’’ [internal quotation marks omitted]).
5
The entirety of the defendant’s analysis provides: ‘‘[T]he communications
appear to involve not the guaranty obligation but the debt owed under the
note by the primary obligor, Chainani Associates . . . under its mortgage
note to the plaintiff. The implication of an acknowledgment by the defendant
of a debt owed by [Chainani Associates] could not itself constitute a reaffir-
mation of [the] defendant’s separate and distinct guaranty obligation. See
Dwyer v. Harris, [supra] 128 Conn. 397 (1941) ([d]efendant’s offer to assist
in collection of debt from others not reaffirmation of debt owed by defen-
dant). It was therefore error as a matter of law for the court to conclude
that the communications constituted a reaffirmation of the debt claimed
under the guaranty, such as to reset the limitations period.’’ (Emphasis
in original.)
The defendant has not directed us to any portion of the record that
establishes that the e-mails exchanged between the plaintiff and the defen-
dant involved only [Chainani Associates’] note and not the defendant’s per-
sonal guaranty.
Additionally, the defendant’s reliance on Dwyer is misplaced. In Dwyer,
our Supreme Court held: ‘‘The trial court should have told the jury that if
they found the evidence established the defendant’s claim that his promise
was not to pay the debt created by the note but to assist in collecting from
others the money paid . . . such promise did not remove the bar of the
Statute of Limitations.’’ Id., 400. The present case is distinguishable because,
here, the defendant has not promised to assist the plaintiff in collecting the
debt from Chainani Associates. Rather, the defendant personally guaranteed
to pay the obligation to the plaintiff should Chainani Associates fail to repay
the plaintiff in full. See JSA Financial Corp. v. Quality Kitchen Corp. of
Delaware, 113 Conn. App. 52, 57, 964 A.2d 584 (2009) (‘‘[w]e have explained
that a guarantee is a promise to answer for the debt, default, or miscarriage
of another’’ [internal quotation marks omitted]). In other words, the defen-
dant has not made a promise to assist in collecting the debt, he has made
a promise to pay the debt. Accordingly, in this case, unlike in Dwyer, the
defendant’s acknowledgments of the debt in the various e-mails could be—
and were—sufficient to toll the six year statute of limitations.