LLC v. Ran Artzi aka Ran Artsi (2013)

MEMORANDUM OF DECISION

This is an action by the plaintiff, Woodland Holding, LLC (Woodland), against the defendant, Ran Artzi, a/k/a Ran Artsi (Artzi), for money damages in the amount of $623,663.95 which the plaintiff alleges is the debt owed to it by virtue of a “Loan Agreement” (Plaintiff's Exhibit 1) between Woodland (“Creditor”) and Mega Tech, LLC (“Debtor”).   The plaintiff further alleges that by the express terms of the “Loan Agreement” the defendant Artzi is the “Guarantor” of Mega Tech's obligation to repay said debt.

The defendant did not appear for trial and offered no evidence or testimony in his defense.

The plaintiff offered evidence and testimony at trial through Ran Nizan who identified himself as both a member and an owner of 50 percent of Woodland Holding, LLC.¹ Nizan testified that the “Loan Agreement” was prepared, negotiated and signed by himself, in his capacity as member and owner of Woodland, and with the requisite authority to do so according to Woodland's charter.   He further testified that both he and the defendant, Artzi, signed the “Loan Agreement.”

He further testified that although interest payments had been made every month up to 2010 pursuant to the “Loan Agreement,” neither Artzi nor Mega Tech, LLC had made any payments toward the $623,663.95 debt and that the entire amount of $623,663.95 remained due and owing.

As noted, the defendant did not appear for trial nor did he offer any evidence or testimony.   The entire defense raised by the defendant consisted of cross examination of Nizan.   The cross examination consisted of questions put to Nizan concerning his standing to bring this action on behalf of Woodland, a limited liability corporation.   In response, Nizan testified that the charter of Woodland authorized him to do so as a member or as an owner or both.

Counsel for the defendant objected to the admissibility of the “Loan Agreement” for the reason that the plaintiff did not have with him any documentation to evidence his authority to act for the corporation.   In reply, counsel for the plaintiff argued that the defendant had made no pretrial effort to obtain by discovery any such documents or records and that the witness's testimony as to those facts was unrefuted.

The objection by the defendant to the admissibility of the “Loan Agreement” was overruled and that document was marked as “Plaintiff's Exhibit 1” a full exhibit.

Counsel for the defendant challenged the right of Woodland to bring this action arguing that Nizan was not the proper party to bring this action and does not have standing to act on behalf of Woodland.   As noted, Nizan's unrefuted testimony was that he was a member and owner of Woodland and was authorized by its charter to act on behalf of the corporation.

The court finds that this action was brought on behalf of Woodland Holding, LLC and not on behalf of Ran Nizan.   The court further finds that Ran Nizan, as founder, member and owner of Woodland Holding, LLC, has the requisite capacity to bring this action on behalf of Woodland Holding, LLC.

As noted, the defendant filed a general denial to the allegations in the plaintiff's revised complaint dated May 18, 2011.   No special defenses were raised.

Practice Book § 10–49 provides, “In an action by a corporation, foreign or domestic, founded upon any contract, express or implied, the defendant shall not, under a general denial, be permitted to dispute, but shall be deemed to admit, the capacity of the plaintiff to make such contract.”

Based on the evidence and testimony elicited at trial, the court finds that the plaintiff has proven the allegations of count one of the revised complaint by a fair preponderance of the evidence.   The court notes the plaintiff's election to withdraw counts two and three and the prayer for relief seeking interest and attorneys fees.

Judgment is to enter in favor of the plaintiff, Woodland Holding, LLC, and against the defendant, Ran Artzi in the amount of $623,663.95 plus taxable costs.

BY THE COURT,

JOSEPH W. DOHERTY, JUDGE

FOOTNOTES

FN1. Nizan testified that he owned 50 percent of Woodland Holding, LLC and that his wife owns the remaining 50 percent..  FN1. Nizan testified that he owned 50 percent of Woodland Holding, LLC and that his wife owns the remaining 50 percent.

Doherty, Joseph W., J.