2005 Ct. Sup. 10512
No. CV 04 4001993Connecticut Superior Court Judicial District of New Haven at New Haven
June 16, 2005
MEMORANDUM OF DECISION
RODRIGUEZ, JUDGE.
On September 1, 2004, the plaintiff, Doris D. Zelinsky, commenced this action by filing a one-count complaint against her former boss, the defendant, Judith L. Borck, for breach of contract. This action arises out of lost wages allegedly sustained by the plaintiff as the result of a breach of an employment contract. According to the complaint, on December 1, 1994, Zelinsky entered into a three-year employment contract with Country Home Bakers (Country Home) to serve as the chief operating officer and executive vice president. Borek negotiated this contract on behalf of Country Home in her capacity as president, sole shareholder, and director. On December 1, 1997, Zelinsky entered into a five-year extension of the employment contract until December 31, 2002. The extended employment agreement provided payments to the plaintiff in the event that the contract was not renewed. These payments consisted of one year of the plaintiff’s base salary plus certain fringe benefits. In addition, the extended agreement provided the plaintiff with deferred compensation payments for each year of the plaintiff’s employment plus accumulated interest. In March 1998, the defendant, on behalf of Country Home, entered into an additional severance agreement with the plaintiff which provided an additional six months of salary plus fringe benefits upon the termination of the plaintiff’s employment with Country Home. In 2000, Country Home offered the plaintiff a retention payment in return for continuing to work for Country Home. On December 17, 2002, the plaintiff agreed to work for the month of January 2003, even though her contract expired on December 31, 2002. The plaintiff continued working for Country Home through February 2003. On February 4, 2003, the plaintiff sent the defendant a letter requesting all amounts owed. On February 14, 2003, Country Home filed for chapter 11 bankruptcy protection and the defendant has not taken any steps to pay the amounts allegedly owed to the plaintiff. CT Page 10513
On November 22, 2004, the defendant filed a timely motion to dismiss on the grounds of lack of personal jurisdiction and a memorandum of law in support thereof. In support of its motion, the defendant submitted the affidavit of Judith Borck. On December 2, 2004, the plaintiff filed an objection to the motion. In support of its objection, the plaintiff submitted a memorandum in opposition and the affidavit of Doris Zelinsky.
“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.” (Emphasis in original; internal quotation marks omitted.) Gurliacci v. Mayer, 218 Conn. 531, 544, 590 A.2d 914 (1991). The grounds which may be asserted in this motion are: “(1) Lack of jurisdiction over the subject matter; (2) lack of jurisdiction over the person; (3) improper venue; (4) insufficiency of process; and (5) insufficiency of service of process.” Practice Book § 10-31. “The motion to dismiss . . . admits all facts which are well pleaded, invokes the existing record and must be decided upon that alone . . . Where, however, as here, the motion is accompanied by supporting affidavits containing undisputed facts, the court may look to their content for determination of the jurisdictional issue and need not conclusively presume the validity of the allegations of the complaint.” (Internal quotation marks omitted.) Ferreira v. Pringle, 255 Conn. 330, 346-47, 766 A.2d 400 (2001). “If a challenge to the court’s personal jurisdiction is raised by a defendant, either by a foreign corporation or by a nonresident individual, the plaintiff must bear the burden of proving the court’s jurisdiction.” Knipple v. Viking Communications, Ltd., 236 Conn. 602, 607, 674 A.2d 426 (1996). The motion to dismiss concerning personal jurisdiction raises issues of fact necessary to the determination of such jurisdiction. Therefore, the court ordered, and the parties conducted, an evidentiary hearing as required by Standard Tallow Corp. v. Jowdy, 190 Conn. 48, 56, 459 A.2d 503 (1983).
The court finds the following facts, Judith Borck is a California resident, who has no personal property in Connecticut. Borck was also the president and chief executive director of Country Home. As such, Borck maintained an office at Country Home’s headquarters in Connecticut. Borck executed four promissory notes in favor of Country Home on January 14, 2003, January 17, 2003, January 22, 2003, and January 23, 2003. Doris CT Page 10514 Zelinsky is a Connecticut resident. Zelinsky was the chief operating officer and executive vice president of Country Home, from December 1, 1994 through January 5, 2004. Country Home was incorporated in Delaware. Country Home had its headquarters in Shelton, Connecticut. Country Home filed for chapter 11 bankruptcy on February 14, 2003.
The defendant moves to dismiss this action on the ground that the court cannot exercise personal jurisdiction over her. The defendant argues that the plaintiff cannot satisfy her burden of proving the application of Connecticut’s longarm statute, General Statutes § 52-59b, over her because her presence in the state was de minimis. Furthermore, the defendant argues that even if the longarm statute applies the action should be dismissed because the defendant lacks sufficient contacts with the state to satisfy due process. The plaintiff contends that Connecticut’s longarm statute applies because the defendant regularly and purposefully transacted business within the state as the owner and CEO of Country Home and based on those facts the due process requirement is satisfied.
“When a defendant files a motion to dismiss challenging the court’s jurisdiction, a two part inquiry is required. The trial court must first decide whether the applicable state longarm statute authorizes the assertion of jurisdiction over the [defendant]. If the statutory requirements [are] met, its second obligation [is] then to decide whether the exercise of jurisdiction over the [defendant] would violate constitutional principles of due process.” (Internal quotation marks omitted.)Knipple v. Viking Communications, Ltd., supra, 236 Conn. 606.
Connecticut’s longarm statute authorizes personal jurisdiction over nonresident defendants. General Statutes § 52-59b(a)(1) states, in relevant part, that “a court may exercise personal jurisdiction over any nonresident individual . . . who in person or through an agent: (1) transacts any business within the state . . .” “The General Statutes do not define what the phrase transacts any business means in the context of § 52-59b . . . [The Supreme Court] construe[s] the term transacts any business to embrace a single purposeful business transaction.” (Citations omitted; internal quotation marks omitted.) Zartolas v. Nisenfeld, 184 Conn. 471, 474, 440 A.2d 179 (1981). “A purposeful business transaction is one in which the defendant has engaged in some form of affirmative conduct allowing or promoting the transaction of business within the forum state.” (Internal CT Page 10515 quotation marks omitted.) Zemina v. Petrol Plus, Inc., Superior Court, judicial district of New Haven, Docket No. CV 97 128590 (March 3, 1998, Levin, J.) (22 Conn. L. Rptr. 94, 95).
“In Connecticut, the general rule is that there is no personal jurisdiction over nonresident officers of a corporation where their contact with the state was only in their capacity as a corporate officer . . . This is true even where the corporation has its principal place of business within the state.” (Citations omitted; internal quotation marks omitted.) Whalley Glass Co. v. Nielson Co., Superior Court, judicial district of Stamford-Norwalk at Stamford, Docket No. CV 00 0176028 (May 18, 2001, Hickey, J.). The Superior Court has “held that when examining the corporate officer’s activities, the court must look to his personal contacts with the state of Connecticut and not to the contacts made on behalf of any corporate entity of which he was an officer or controlling shareholder.” Id. Thus, “[in order to confer jurisdiction over the individual defendants under subsection (a)(1), the plaintiff must show that the individual defendants, in person or through an agent, transacted business within the state.” (Internal quotation marks omitted.) Leach Holdings v. Raymark Industries, Superior Court, judicial district of Fairfield at Bridgeport, Docket No. CV 97 345036 (December 23, 1997, Melville, J.) (21 Conn. L. Rptr. 468, 469).
In the present case, the hearing revealed that Borck individually transacted business in this state when she personally loaned money, via promissory notes, signed on January 14, 2003, January 17, 2003, January 22, 2003, and January 23, 2003, to Country Home. According to the provisions of the notes they were to be (1) construed in accordance with and governed by the laws of Connecticut; and (2) Country Home submitted to the exclusive jurisdiction of a Connecticut state or federal court. Furthermore, the defendant enforced the payments of these notes in United States Bankruptcy Court in Connecticut. In addition other Superior Court cases have found that defendants transacted business within the meaning of General Statutes § 52-59b when they executed promissory notes. See First Commerce of America v. Carroccio, Superior Court, judicial district of Danbury, Docket No. CV 94 314706 (April 19, 1994, Moraghan, J.) (11 Conn. L. Rptr. 384); Compania v. Papaliolios, Superior Court, judicial district of Stamford-Norwalk at Stamford, Docket No. CV 92 0125736 (January 11, 1993, Rush, J.). Thus, the plaintiff has sustained her burdening of proving the first prong of the inquiry because the longarm statute authorizes jurisdiction over the CT Page 10516 defendant.
We now turn to the question of whether this exercise of jurisdiction meets with the constitutional requirements of the due process clause.
The due process clause of the fourteenth amendment to the United States constitution operates as a limitation on the jurisdiction of state courts to enter judgments affecting rights or interests of nonresident defendants. Shaffer v. Heitner, 433 U.S. 186, 198-200, 97 S.Ct. 2569, 53 L.Ed.2d 683 (1977). “The due process clause protects an individual’s liberty interest in not being subject to the binding judgments of a forum with which he has established no meaningful contacts, ties, or relations.”Burger King Corp. v. Rudzewicz, 471 U.S. 462, 471-72, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1984).
“The second stage of the due process inquiry asks whether the assertion of personal jurisdiction comports with traditional notions of fair play and substantial justice — that is, whether it is reasonable under the circumstances of the particular case . . . The Supreme Court has held that the court must evaluate the following factors as part of this reasonableness analysis: (1) the burden that the exercise of jurisdiction will impose on the defendant; (2) the interests of the forum state in adjudicating the case; (3) the plaintiff’s interest in obtaining convenient and effective relief; (4) the interstate judicial system’s interest in obtaining the most efficient resolution of the controversy; and (5) the shared interest of the states in furthering substantive social policies.” (Internal quotation marks omitted.) Panganiban v. Panganiban, 54 Conn.App. 634, 640, 736 A.2d 190, cert. denied, 251 Conn. 920, 742 A.2d 359
(1999).
In the present case, an analysis of the factors reveals that it would be reasonable for this court to exercise jurisdiction over the defendant for several reasons: (1) Connecticut has a substantial interest in protecting its workers; (2) the plaintiff is a Connecticut resident so it would be more convenient for her to litigate this matter in her home state; (3) the controversy occurred in Connecticut, and therefore, this would be the most convenient state to adjudicate the matter; and (4) Connecticut has a greater interest in promoting the enforcement of a contract that was created in its state for one of its workers. The only factor that favors the defendant is the undue burden that the CT Page 10517 litigation of the suit would put on her because she is a California resident, however, the other factors substantially outweigh this one factor. Lastly, the defendant could have reasonably expected to be called into a Connecticut court after creating a promissory note with a business that is headquartered in Connecticut.
The court concludes that the plaintiff has met her burden of proving that this court has personal jurisdiction over the defendant, and therefore, the defendant’s motion to dismiss is denied.
Rodriguez, J. CT Page 10518