LLC v. LLC (2013)

MEMORANDUM OF DECISION RE MOTION TO DISMISS # 106

The Defendants move to dismiss the Plaintiff's Complaint dated May 21, 2013 on the ground that this Court lacks jurisdiction as the parties contracted to arbitrate any disputes as a condition precedent to any legal action.   In the alternative the Defendants request the Court stay any legal action pending arbitration.

The Plaintiffs oppose the motion and asserts the Court does have jurisdiction over this action.

ANALYSIS

“A motion to dismiss ․ properly attacks the jurisdiction of the court, essentially asserting that the plaintiff cannot as a matter of law and fact state a cause of action that should be heard by the court.”  (Internal quotation marks omitted.)  Housatonic Railroad Co. v. Commissioner of Revenue Services, 301 Conn. 268, 274, 21 A.3d 759 (2011).  “A motion to dismiss tests, inter alia, whether, on the face of the record, the court is without jurisdiction.”  (Internal quotation marks omitted.)  Dayner v. Archdiocese of Hartford, 301 Conn. 759, 774, 23 A.3d 1192 (2011).  “[T]he well established notion [is] that, in determining whether a court has subject matter jurisdiction, every presumption favoring jurisdiction should be indulged.”   (Internal quotation marks omitted.)  Id.

The Plaintiff alleges in this action a breach of contract and breach of fiduciary duty against Greenberg Associates and Alvin Greenberg.   Plaintiff alleges, among other claims, that the Defendants have mismanaged the Goose Lane Medical facility.

The Defendant argues that the arbitration clauses in the contracts the parties entered into are a condition precedent to any legal action, therefore this Court lacks jurisdiction and this action should be dismissed.

In Multi–Service Contractors, Inc. v. Vernon, 181 Conn. 445, 447–48 (1980), the Court stated:  “The mere agreement to arbitrate standing alone, does not give rise to the necessary implication that arbitration is a condition precedent to an action in court.”

In the contracts in question there is no language that either expressly states or implies that arbitration is a condition precedent to litigation.

The Defendants request in the alternative a stay of this action pending arbitration.

Plaintiff's concede their claim for money damages can proceed to arbitration.

Therefore Defendants' Motion to Dismiss is denied.   Defendants' Motion to Stay this action concerning alleged monetary damages is granted.   Defendants' Motion to Stay this action for injunctive relief and appointment of a receiver is hereby denied.

Brian T. Fischer, Judge

Fischer, Brian T., J.