DocketNumber: No. CV01 38 19 47 S
Citation Numbers: 2002 Conn. Super. Ct. 3056
Judges: THIM, JUDGE.
Filed Date: 3/12/2002
Status: Non-Precedential
Modified Date: 7/5/2016
Plaintiff Michael G. Pagett wants to inspect corporate records of defendant Westport Precision and seeks the issuance by this court of an order of mandamus pursuant to General Statutes §
In the special defense that Westport Precision has filed, it alleges the following:
The plaintiff, while (1) an employee of the Defendant, (2) a shareholder of the defendant and (3) an officer and director of the Defendant, converted to his personal use and financial gain, assets, goods and CT Page 3057 services of the Defendant. Said conversion was for inadequate consideration and/or no consideration to the severe detriment of the Defendant, directly affecting the financial standing and stability of the Defendant. The Plaintiff is therefore without clean hands and is not entitled to the equitable relief requested in his Complaint.
In the counterclaim that Westport Precision has filed, it alleges that it issued 550 shares of its stock to Pagett in consideration for his agreement to use his best efforts to work for the benefit the corporation and its stockholders. Westport Precision further alleges that, starting in October of 1996, Pagett began converting the corporation's goods and services for his personal benefit and, in so doing, breached his fiduciary duty to the corporation. Westport Precision requests that the court rescind the transfer of the 550 shares to the plaintiff
Pagett contends that the special defense should be stricken on the ground that the facts alleged therein do not show that the plaintiff lacks a cause of action. See Practice Book §
With respect to the counterclaim, Pagett contends that the prayer for relief, i.e. recission of the stock transfer, should be stricken on the grounds (1) the defendant has not sufficiently alleged a claim for recission of the employment agreement and (2) the defendant has previously elected in a prior pending case to seek damages for breach of the employment agreement rather than recission of the agreement. Pagett also contends that the counterclaim should be stricken on the ground the matters alleged therein do not arise out of the same transaction that is the subject of the complaint. In the counterclaim, Westport Precision repeats the allegations that it has made in a prior pending case against Pagett, adds allegations about the stock transfer, and requests recission of the transaction. There are two other law suits that relate to Pagett's CT Page 3058 employment by the defendant. These cases are Pagett v. WestportPrecision, Inc., with a docket number of 00-03723 71, and WestportPrecision, Inc. v. Pagett, with a docket number of 00-0373180. In the present case, Westport Precision seeks to add issues that are unrelated to the statutory issues, which are as follows: Is Pagett's demand made in good faith? Has he described with reasonable particularity his purpose and the records he desires to inspect? Are the records directly connected with his purpose? Since the counterclaim raises issues that are unrelated to the plaintiff's statutory cause of action, it should be stricken.
The motion to strike the special defense and counterclaim is granted.
THIM, J.