Stephen Hartigan et al. v. LLC (2013)

MEMORANDUM OF DECISION RE PREJUDGMENT REMEDY

The plaintiff, Stephen Hartigan, seeks to obtain a prejudgment remedy against the four defendants, Patrick Quinn, Thomas Quinn, Niall O'Neill, and West 2 West, LLC. Hartigan alleges three causes of action:  breach of contract, false misrepresentations, and violation of the Connecticut Unfair Trade Practices Act, Gens. Stat. § 42–110 et seq.   After an evidentiary hearing, this court finds probable cause that a judgment will be entered under the first count against West 2 West, LLC in the amount of $50,000.   No probable cause is found with respect to the other claims or defendants.

The relevant facts are as follows.   Plaintiff Hartigan and defendant Niall O'Neill are chefs who attended culinary school together.   In December of 2009, they decided to purchase an interest in a restaurant in Bridgeport known as “The Field.”   They had visited the restaurant as patrons and were familiar with the business.

Defendants Patrick Quinn and Thomas Quinn were the owners of the business entity that owns the restaurant, defendant West 2 West, LLC. The Quinns agreed to sell a fifty percent interest in West 2 West, LLC to Hartigan and O'Neill.   A memorandum of agreement was prepared and signed.   The original, fully-signed memorandum is missing.   It was taken from Hartigan's home while O'Neill was living there.   Exhibit 4 is an accurate copy of the agreement.   Its authenticity is verified by an e-mail from Thomas Quinn to Hartigan (exhibit 16) and text messages between Hartigan and O'Neill (exhibit 17).

Under the terms of the agreement, each of the four participants is to be a twenty-five percent owner of the limited liability company.   Hartigan and O'Neill are obligated to pay the Quinns $280,000 for their shares with this payment coming out of Hartigan and O'Neill's share of the net profits.   The agreement provides for another payment.   Hartigan and O'Neill are to make a cash payment of $120,000 to the Quinns within twenty business days of the signing of the agreement.   The agreement states that O'Neill is to manage the restaurant on a day to day basis and receive a weekly salary for his work.   Hartigan is to provide consulting and training services and be paid for his services at the rate of $25 per hour.

Hartigan gave the Quinns $60,000 in payment of his share of the $120,000 cash payment and lent $60,000 to O'Neill so as to enable O'Neill to pay his share.   Hartigan observed O'Neill give $60,000 to the Quinns.   A receipt for the $120,000 payment was kept in an unlocked safe that was in the restaurant.   The payment receipt is missing.   The loan agreement between Hartigan and O'Neill was an oral transaction.

During 2010, Hartigan paid $16,000 to The Field restaurant in payment of expenses incurred by the business.   These payments are evidenced by notations on Hartigan's check register.  (Exhibits 8 through 15.)

Hartigan performed consulting services for the restaurant;  he dealt with suppliers, planned menus, priced the cost of food items, and trained the cook staff.   He claims $24,000 is due him for these services.   His estimate appears to be fair and appropriate.

The restaurant business was not as successful as all had hoped.   While the restaurant bar was profitable, the food operation was not profitable.   In 2011, the Quinns asked Hartigan to work as cook at the restaurant on a full-time basis.   Hartigan, who is employed as a private chef in New York City and the Hamptons, refused to do so.   He has not participated in the operation of the restaurant since April of 2011.   At the end of 2011, the Quinns and O'Neill decided that Hartigan was no longer one of the owners of West 2 West, LLC.

The court will first address the breach of contract claim.   Hartigan claims that the defendants breached the business agreement by failing to disclose to Hartigan all revenues and expenses of the business, by failing to compensate Hartigan for his consulting services, by failing to disclose all assets and liabilities of the business, and by ejecting Hartigan from participation in the business.  (Complaint ¶ 8.)   Hartigan claims that these actions have damaged him in the amount of $164,911 (Complaint ¶ 9).   His computation of damages is based on the amount that he directly or indirectly paid to the Quinns, O'Neill, and West 2 West, LLC, plus the amount due him for consulting services.

The court finds that there is probable cause that a judgment will be entered under the first count against defendant West 2 West, LLC in the approximate amount of $50,000.   This amount is based on Hartigan's payment of expenses ($16,000), the value of his consulting services ($24,000), and prejudgment interest.

The court finds that there is no probable cause for a claim against O'Neill in light of General Statutes § 52–550(a)(6).   This statute provides that “No civil action may be maintained ․ unless the agreement, or a memorandum of the agreement, is made in writing and signed by the party ․ to be charged ․ upon any agreement for a loan in an amount which exceeds fifty thousand dollars.”

The court finds that there is no probable cause with respect to a claim against the Quinns for their having failed to transfer a twenty-five percent interest in West 2 West, LLC to Hartigan.   Damages have not been proven.   There is no factual basis for computing the value of an interest in West 2 West, LLC.

With respect to the second count of the complaint, false representations, the court notes that the allegations are not specific.   The court finds no probable cause for this claim.

As to the third count, which is based on the Connecticut Unfair Trade Practices Act, Hartigan in support of this claim has shown that, prior to his and O'Neill's involvement in The Field restaurant, the Quinns had a business relationship with a Patrick Hogan.   Hogan had managed the restaurant and had owned a forty percent interest in the business.   The Hogan–Quinn relationship ended in acrimony with Hogan suing the Quinns.   The Hogan–Quinn litigation terminated with the Quinns purchasing Hogan's interest.   The Hogan–Quinn business relationship does not shed any light on the present dispute.   The court finds no factual basis for the CUTPA claim.

Based on the foregoing, the court finds probable cause to secure claims against West 2 West, LLC in the amount of $50,000.   No probable cause is found with respect to the other claims or defendants.

THIM, J.T.R.

Thim, George N., J.