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COMPUTER REPORTING SERVICE, LLC

v. LOVEJOY AND ASSOCIATES,

LLC, ET AL.

(AC 37257)

Alvord, Prescott and Mullins, Js.

Argued March 2—officially released July 19, 2016

(Appeal from Superior Court, judicial district of

Fairfield, Hon. Michael Hartmere, judge trial referee.)

Frederick A. Lovejoy, self-represented, for the appellants (named defendant et al.).

John W. Mills, for the appellee (plaintiff).
Opinion

PRESCOTT, J. The defendants Lovejoy & Associates,

LLC (law firm), and Attorney Frederick A. Lovejoy

appeal from the judgment of the trial court rendered

in favor of the plaintiff, Computer Reporting Service,

LLC, on its complaint alleging, inter alia, breach of contract arising from the defendants’ failure to pay for

court reporting services that the plaintiff provided for

several depositions taken by Lovejoy in an unrelated

federal action.1 The defendants also appeal from the

judgment rendered in favor of the plaintiff on their

counterclaims. The defendants claim on appeal that the

court improperly (1) determined that an enforceable

contract existed; (2) found that the defendants had

faxed copies of the deposition notices to the plaintiff;

(3) determined that Lovejoy was personally liable to

the plaintiff for breach of contract in the absence of

any evidence showing that he acted in his individual

capacity rather than on behalf of the law firm; (4) failed

to conclude that the defendants’ client in the federal

action, Ensign Yachts, was solely responsible for paying

the plaintiff for its services; (5) awarded $13,564.64 in

attorney’s fees pursuant to General Statutes § 52-251a;

(6) rejected the defendants’ counterclaims, which

alleged slander, abuse of process, and violation of the

Fair Debt Collection Practices Act, 15 U.S.C. § 1692 et

seq. (2012); and (7) admitted evidence presented by the

plaintiff at trial despite the plaintiff’s failure to comply

with the court’s trial management order and its alleged

spoliation of other evidence.

On the basis of our review of the record, we agree

with the defendants that the court improperly held

Lovejoy individually liable for breach of contract, but

we are not persuaded by the remainder of the defendants’ claims. Accordingly, we reverse the judgment of

the trial court in part, and remand the case with direction to render judgment in favor of Lovejoy as to count

one of the operative complaint alleging breach of contract. We affirm the judgment in all other respects,

including the court’s decision to award costs and attorney’s fees.

The following facts, which either were found by the

court in its oral memorandum of decision or are undisputed in the record, and procedural history are relevant

to our consideration of the defendants’ appeal.2 The

plaintiff is a Connecticut company that provides court

reporting services to attorneys throughout the state.

The law firm is a limited liability company with Lovejoy

as its sole member.

On or around June 18, 2010, Lovejoy, on behalf of

the law firm, noticed the deposition of a witness in a

federal action. Lovejoy faxed a copy of the deposition

notice to the plaintiff, which the parties understood to

be a request that the plaintiff provide a court reporter
to record and transcribe the noticed deposition, which

was scheduled for June 24, 2010. The plaintiff performed as requested, and the defendants were later

provided with a copy of a deposition transcript and a

bill for $1401.32. This same procedure was followed

with respect to two additional depositions, one conducted on August 20, 2010, and the other on August 23,

2010. In each instance, the plaintiff was faxed a copy

of the deposition notice, provided the requested court

reporting services, and later provided the defendants

with a transcript and a bill. The bills for the latter two

depositions were for $1246.56 and $812.49,respectively.

The bills for the three depositions totaled $3460.37.

The defendants accepted delivery of the transcripts and

utilized them without raising any complaint about the

plaintiff’s services or the quality of the work product

provided. The bills, however, were never paid, despite

repeated collection efforts by the plaintiff.3

In January, 2013, the plaintiff commenced a small

claims action against the defendants alleging breach of

contract. The defendants successfully moved to transfer the matter to the regular docket of the Superior

Court, arguing that they had a good defense to the

plaintiff’s claim and wished to preserve their right to

appeal. See General Statutes § 51-197a (a) (no right

of appeal from small claims judgment). They filed an

answer on May 23, 2013, asserting a number of special

defenses and three counterclaims alleging slander,

abuse of process, and unfair debt collection practices.

The plaintiff subsequently impleaded Ensign Yachts and

filed an amended complaint. This operative amended

complaint consisted of two counts: count one alleged

breach of contract against the defendants, and count

two alleged unjust enrichment on the part of Ensign

Yachts.4 Ensign Yachts failed to appear and was

defaulted.

The matter was tried to the court, Hon. Michael Hartmere, judge trial referee, on June 26, 2014.5 Following

testimony and closing arguments by counsel, the court

issued a brief oral decision from the bench. The court

found in favor of the plaintiff on both counts of the

operative complaint. With respect to the breach of contract count, the court found that the defendants had

contracted with the plaintiff for court reporting services, and that they breached that contract by failing

to pay for the services rendered, irrespective of any

separate payment arrangement that may have existed

between the defendants and Ensign Yachts. The court

rejected all of the defendants’ special defenses, and

awarded damages of $3460.37. It also found in favor of

the plaintiff on each of the defendants’ counterclaims.

The court noted that attorney’s fees and costs would

be decided at a later date, after the plaintiff had submitted the appropriate paperwork. The court rendered

judgment in accordance with its oral decision on July

3, 2014.6
Also on July 3, 2014, the plaintiff filed a motion for

attorney’s fees and prejudgment interest pursuant to

General Statutes § 37-3a (a). It also filed a bill of costs.

On August 11, 2014, the trial court clerk issued an order

indicating that, in the absence of any objection to the

plaintiff’s bill of costs, costs would be taxed pursuant

to Practice Book § 18-5. On September 11, 2014, the

court granted the plaintiff’s motion for attorney’s fees

and awarded prejudgment interest at a rate of 5 percent.

The defendants filed this appeal on October 1, 2014.7

I

The defendants first claim that the court improperly

determined that an enforceable contract existed. Specifically, they argue that the plaintiff failed to meet its

burden of establishing that there was a ‘‘meeting of the

minds,’’ which is a prerequisite to the formation of a

valid contract. We are not persuaded.

‘‘The elements of a breach of contract action are the

formation of an agreement, performance by one party,

breach of the agreement by the other party and damages.’’ (Internal quotation marks omitted.) Sullivan v.

Thorndike, 104Conn. App. 297, 303, 934 A.2d 827 (2007),

cert. denied, 285 Conn. 907, 908, 942 A.2d 415, 416

(2008). ‘‘In order to form a binding and enforceable

contract, there must exist an offer and an acceptance

based on a mutual understanding by the parties. . . .

The mutual understanding must manifest itself by a

mutual assent between the parties.’’ (Internal quotation

marks omitted.) Krondes v. O’Boy, 37 Conn. App. 430,

434, 656 A.2d 692 (1995). In other words, to prove the

formation of an enforceable agreement, a plaintiff must

establish the existence of‘‘a mutual assent, or a ‘meeting

of the minds’ . . . .’’ Herbert S. Newman & Partners,

P.C. v. CFC Construction Ltd. Partnership, 236 Conn.

750, 764, 674 A.2d 1313 (1996); see also Bridgeport Pipe

Engineering Co. v. DeMatteo Construction Co., 159

Conn. 242, 246, 268 A.2d 391 (1970) (‘‘burden rested on

the plaintiff to prove a meeting of the minds to establish

its version of the claimed contract’’).

‘‘The parties’ intentions manifested by their acts and

words are essential to the court’s determination of

whether a contract was entered into and what its terms

were. . . . Whether the parties intended to be bound

without signing a formal written document is an inference of fact [to be made by] the trial court . . . .’’

(Internal quotation marks omitted.) MD Drilling &

Blasting, Inc. v. MLS Construction, LLC, 93 Conn. App.

451, 454–55, 889 A.2d 850 (2006). ‘‘[M]utual assent is to

be judged only by overt acts and words rather than by

the hidden, subjective or secret intention of the parties.’’

1 S. Williston, Contracts (4th Ed. Lord 2007) § 4.1, p. 325.

Turning to the present case, the court determined

that there was ‘‘a contractual agreement between the

plaintiff and the defendants.’’ Because there was no
written agreement, and, therefore, no definitive contract language to interpret, determining who was a party

to the contract and the intent of those parties with

respect to the terms of any contractual agreement

involved factual determinations that we will reverse

only if clearly erroneous. See Joseph General Contracting, Inc. v. Couto, 317 Conn. 565, 574–75, 119 A.3d

570 (2015). Although its decision contains no specific

reference to a ‘‘meeting of the minds’’ and, in fact,

contains very few factual findings relative to the formation of a contract,8 a finding of mutual assent is nevertheless implicit within the court’s express finding that

a contract existed. See Tsionis v. Martens, 116 Conn.

App. 568, 577, 976 A.2d 53 (2009). Moreover, our review

of the record before the trial court reveals that there

was sufficient evidence to support the court’s finding

that a valid contact existed.

The court found that Lovejoy had faxed copies of the

deposition notices to the plaintiff.9It was not disputed

at trial that the purpose of providing the plaintiff with

notice of the depositions was to alert the plaintiff of

the defendants’ need for a court reporter to assist with

the deposition at the time and place indicated. All parties agreed it was customary for attorneys to request

court reporting services in this manner, and, thus, it

was reasonable for the court to have viewed Lovejoy’s

actions as manifesting an offer of payment in exchange

for the plaintiff’s services, an offer that the plaintiff

accepted by sending a reporter to the depositions to

perform the requested services. The defendants have

never argued that there was any confusion regarding

the type of services bargained for or the cost for such

services. Although the defendants claim that it was their

intent that their client ultimately be responsible for the

cost of the depositions, the court found that that intent

was never communicated to the plaintiff until after the

plaintiff sought payment from the defendants. The existence of a hidden or subjective intent on the part of

one party to a contract does not render a finding of

mutual assent clearly erroneous. See 1 S. Williston,

supra, § 4.1, p. 325. On the basis of our review, we

conclude that the court’s finding that an enforceable

agreement existed was supported by the record, and

the evidence before the court was sufficient to support

its implicit finding of mutual assent to that agreement.

II

The defendants next claim that the court’s finding

that they faxed copies of the deposition notices to the

plaintiff was clearly erroneous. We disagree.

‘‘[W]e will upset a factual determination of the trial

court only if it is clearly erroneous. The trial court’s

findings are binding upon this court unless they are

clearly erroneous in light of the evidence and the pleadings in the record as a whole. . . . We cannot retry the

facts or pass on the credibility of the witnesses. A find-
ing of fact is clearly erroneous when there is no evidence in the record to support it . . . or when although

there is evidence to support it, the reviewing court on

the entire evidence is left with the definite and firm

conviction that a mistake has been committed.’’ (Internal quotation marks omitted.) Surrells v. Belinkie, 95

Conn. App. 764, 767, 898 A.2d 232 (2006).

The defendants rely heavily upon the fact that the

copies of the deposition notices admitted as exhibits

at trial contained fax transmittal data that indicated

that the notices had been faxed to the plaintiff long

after this action was commenced and by someone other

than the defendants. The plaintiff’s principal testified

at trial, however, that copies of the deposition notices

were faxed to the plaintiff’s office by the defendants

prior to the depositions and that this was how the plaintiff knew to send a reporter to cover the depositions.

The plaintiff also explained that it had not kept copies

of the deposition notices faxed by Lovejoy as part of

its business records, and, thus, it had to obtain copies

from a third party, namely, the firm that opposed the

defendants in the federal action for which the depositions were noticed. Lovejoy provided contradictory testimony at trial, first agreeing that he had faxed the

notices to the plaintiff, but later claiming that he had

not. The court was entitled to believe the plaintiff’s

testimony over the testimony of Lovejoy, and, as we

have often stated, it is not our role to second-guess the

court’s credibility determinations. See State v.

DeMarco, 311 Conn. 510, 519–20, 88 A.3d 491 (2014)

(‘‘It is the exclusive province of the trier of fact to weigh

conflicting testimony and make determinations of credibility, crediting some, all or none of any given witness’

testimony. . . . Questions of whether to believe or to

disbelieve a competent witness are beyond ourreview.’’

[Internal quotation marks omitted.]). Because there is

evidence in the record that supports the court’s finding

that the defendants faxed the deposition notices to the

plaintiff, and because we lack any conviction that the

court made a definite mistake in this regard, we reject

the defendants’ claim that the court based its judgment

on a clearly erroneous factual finding.

III

We turn next to the defendants’ claim that the court

improperly failed to conclude that, even if the defendants entered into a contract with the plaintiff, they

did so only as the disclosed agents for Ensign Yachts,

and, therefore, Ensign Yachts was the only party legally

responsible for the plaintiff’s unpaid invoices. The

defendants argue that their claim finds support in general principles of agency law, which the court failed to

apply properly.10 They also argue that, although their

research failed to uncover any Connecticut court decisions addressing whether an attorney could be held

liable for not paying a court reporter for work con-
ducted on behalf of the attorney’s client, they brought

to the court’s attention New York case law indicating

that the client generally is responsible for payment, and

the court improperly refused to adopt that approach in

the present case. We are not persuaded by either of the

defendants’ arguments.

A

We first address the defendants’ contention that, on

the basis of well understood principles of agency law,

the court should not have found them liable to the

plaintiff for the unpaid court reporting services. We

disagree.

‘‘Unless a statute provides to the contrary . . . principals may act through agents . . . and may appoint

agents by written or spoken words or other conduct.’’

(Citations omitted; footnote omitted; internal quotation

marks omitted.) Fairfield County National Bank v.

DeMichely, 185 Conn. 463, 470–71, 441 A.2d 569 (1981),

citing Restatement (Second), Agency §§ 17, 26 (1958).

It long has been recognized ‘‘that an agent is not liable

to be sued upon contracts made [o]n behalf of his principal, if the name of his principal is disclosed, and made

known to the party contracted with, at the time of

entering into the contract.’’ (Emphasis added; internal

quotation marks omitted.) Adams v. Whittlesey, 3 Conn.

560, 566 (1821); see also Joseph General Contracting,

Inc. v. Couto, supra, 317 Conn. 579 (‘‘[a]n authorized

agent for a disclosed principal, in the absence of circumstances showing that personal responsibility was

incurred, is not personally liable to the other contracting party’’ [internal quotation marks omitted]);

Rich-Taubman Associates v. Commissioner of Revenue Services, 236 Conn. 613, 619, 674 A.2d 805 (1996)

(‘‘[u]nderthe rules of agency, [u]nless otherwise agreed,

a person making or purporting to make a contract with

another as agent for a disclosed principal does not

become a party to the contract’’ [internal quotation

marks omitted]).

It is also well settled law in this state that ‘‘[i]t is the

duty of the agent, if he would avoid personal liability

on a contract entered into by him on behalf of his

principal, to disclose not only the fact that he is acting

in a representative capacity, but also the identity of his

principal, as the person dealt with is not bound to

inquire whether or not the agent is acting as such for

another. . . . If he would avoid personal liability, the

duty is on the agent to disclose his principal and not

on the party with whom he deals to discover him.’’

(Citations omitted; emphasis added; internal quotation

marks omitted.) Klepp Wood Flooring Corp. v. Butterfield, 176 Conn. 528, 532–33, 409 A.2d 1017 (1979).

Whether the defendants in the present case contracted

with the plaintiff as disclosed agents for their client

and, as a result, should not have been held liable for

breach of contract, presents a question of fact for the
trial court. See Pelletier Mechanical Services, LLC v.

G & W Management, Inc., 162 Conn. App. 294, 308, 131

A.3d 1189 (whether agent disclosed identity of principal

so as to avoid liability on contract is question of fact),

cert. denied, 320 Conn. 932, 134 A.3d 622 (2016).

The defendants argued at trial that the plaintiff should

have known from reading the deposition notices that

the depositions were being conducted by the defendants for their client, Ensign Yachts, whose name

appeared on the deposition notice. According to the

defendants, this should have been sufficient to inform

the plaintiff that the defendants intended to contract

for the plaintiff’s services solely in their capacity as an

agent for their disclosed principal. The defendants also

submitted into evidence a letterthat Lovejoy had sent to

the plaintiff on behalf of his law firm in 2007, regarding

overdue payments for other deposition invoices. In the

letter, Lovejoy indicated that the defendants would not

pay the late invoices because ‘‘1) we are hiring [the

plaintiff] as a disclosed agent of our client; thus, it is

our client’s responsibility to pay [the plaintiff], and 2)

because of the extremely small size of this law firm, it

cannot act as a bank . . . .’’

In its oral decision, the court rejected the defendants’

arguments. The court found that the faxing of the notice

of depositions to the plaintiff did not equate to notice

by the defendants that they ‘‘did not feel obligated to

pay for the court reporting services.’’ We construe this

as an implicit finding that the defendants failed to give

the required notice that they were contracting only in

a representative capacity for Ensign Yachts. The court

also found that the 2007 letter that Lovejoy had mailed

years earlier involved outstanding invoices for unrelated depositions, and that ‘‘[i]t [was] not a blanket

statement or notice to the plaintiff that the [defendants]

did not feel obligated to pay for future services and

invoices.’’

The law clearly places the burden on the agent to

ensure that any party the agent contracts with is on

notice that the agent is acting only in a representative

capacity if the agent wishes to avoid personal liability.

It follows that any ambiguity in that notice obligation

properly should be resolved against the agent, as the

other party has no obligation to investigate. The notice

of deposition certainly identified that Lovejoy intended

to take a deposition on behalf of a client whose name

was clearly disclosed. There is no definitive language

in the deposition notice, however, that reasonably can

be construed as giving any clear indication as to which

party would be responsible for payment of court

reporting services. This is further borne out by the fact

that the defendants have failed to identify how the content of the notice of deposition would have changed

had the defendants wished to signal that they intended

to pay the plaintiff rather than payment being made by
their client. As correctly indicated by the court, the

2007 letter does not contain any language suggesting

that it was intended to pertain to all future dealings

between the parties, and, thus, it has little relevance to

the issues at hand. If the defendants wished to ensure

thatthey were not held liable under any implied contractual agreement flowing from the notice of deposition

that they faxed to the plaintiff, they should have clearly

indicated that intent contemporaneously. Once a party

has entered into a contract for services, it cannot later

disclaim responsibility for payment under the theory

that it was acting solely on behalf of another.11 The

agency relationship must be disclosed at the time of

contracting. We will not overturn the court’s implicit

finding that the defendants were not acting as agents

for a disclosed principal because that finding is reasonable and supported by the record.

B

The defendants also argue that the court improperly

failed to consider and apply certain New York court

decisions that they brought to the court’s attention and

that the defendants argue demonstrate that they should

not be liable to the plaintiff. We agree with the plaintiff

that the defendants have failed to adequately brief this

argument on appeal.

‘‘We do not reverse the judgment of a trial court on

the basis of challenges to its rulings that have not been

adequately briefed. . . . The parties may not merely

cite a legal principle without analyzing the relationship

between the facts of the case and the law cited. . . .

[A]ssignments of error which are merely mentioned but

not briefed beyond a statement of the claim will be

deemed abandoned and will not be reviewed by this

court.’’ (Internal quotation marks omitted.) Coppola

Construction Co. v. Hoffman Enterprises Ltd. Partnership, 157 Conn. App. 139, 179, 117 A.3d 876, certs.

denied, 318 Conn. 902, 122 A.3d 631, 123 A.3d 882 (2015).

Other than providing a few case citations, the defendants’ brief is devoid of any discussion or legal analysis

of the New York cases cited or why this court should

find them instructive in light of the particular facts of

the present case. Because the defendants have failed to

adequately brief this argument, we decline to review it.

Perhaps more troubling than the lack of legal analysis

is the apparent mischaracterization of New York law.

According to the defendants, in all judicial departments

of the Appellate Division of the New York Supreme

Court, with the exception of the First Department, the

law is that the client is responsible for court reporting

costs unless those costs are specifically acknowledged

and assumed by the attorney. In the First Department,

the defendants state that the responsibility for payment

lies with the attorney unless disclaimed. The case relied

on by the defendants, however, in support of their proposition that, in all but the First Department, an attor-
ney’s client generally is responsible for paying for court

reporting services, Sullivan v. Greene & Zinner, P.C.,

283 App. Div. 2d 420, 723 N.Y.S.2d 869 (2001), is no

longer good law. Its holding has been superseded by

New York General Business Law § 399-cc (McKinney

2012), which is now the applicable law in all New York

jurisdictions. Section 399-cc provides in relevant part:

‘‘Notwithstanding any other provision of law to the contrary, when an attorney of record orders or requests

either orally or in writing that a stenographic record

be made of any judicial proceeding, deposition, statement or interview of a party in a proceeding or of

a witness related to such proceeding, it shall be the

responsibility of such attorney to pay for the services

and the costs of such record except where . . . the

attorney expressly disclaims responsibility for payment of the stenographic service or record in writing

at the time the attorney orders or requests that the

record be made.’’ (Emphasis added.) As previously discussed, the court found that the defendants failed

expressly to disclaim responsibility for payment at the

time services were requested. Accordingly, even if the

court had applied New York law as the defendants

requested, it is unlikely to have altered the court’s decision in this case.

IV

The defendants next claim that the court improperly

concluded that Lovejoy was personally liable to the

plaintiff for breach of contract. According to the defendants, Lovejoy never contracted with the plaintiff in his

individual capacity, but acted at all relevant times as a

member of his law firm, which is a limited liability

company. Thus, the defendants contend, any debt

incurred as a result of Lovejoy’s actions was the law

firm’s alone, and the plaintiff proffered no evidence

on which the court could have relied to ‘‘pierce the

corporate veil’’ or otherwise hold Lovejoy personally

liable for the debt claimed by the plaintiff. We agree,

and reverse that portion of the judgment holding

Lovejoy liable for breach of contract.

We exercise plenary review in considering whether

the court properly imposed individual liability on

Lovejoy based on the facts found by the court, which

themselves are subject to review only for clear error.

See Joseph General Contracting, Inc. v. Couto, supra,

317 Conn. 581. In so doing, we examine the record to

determine if there is sufficient evidence from which the

court could have concluded that Lovejoy was acting as

anything other than an agent of his law firm. Id. If no

such evidence exists, the court lacked a legal basis to

impose personal liability.

Individual members of a limited liability company

generally are not liable for debts incurred by members

on behalf of the company. See General Statutes § 34-

133 (a). Section 34-133 (a) provides in relevant part:
‘‘[A] person who is a member or manager of a limited

liability company is not liable, solely by reason of being

a member or manager, under a judgment, decree or

order of a court, or in any other manner, for a debt,

obligation or liability of the limited liability company,

whether arising in contract, tort or otherwise . . . .’’

Our Supreme Court has stated that it is improper to

hold an owner or officer of a business entity jointly and

severally liable with that business solely on the basis

of a theory that they engaged in ‘‘joint action.’’ (Internal

quotation marks omitted.) Joseph General Contracting,

Inc. v. Couto, supra, 317 Conn. 577. Specifically, the

court stated: ‘‘We disagree with the notion that proving

joint action between an entity and one of its owners

and officers is the basis for finding liability. Indeed,

such a theory ignores the reality that this court has

recognized that the fact that [an owner of a corporation]

acted on behalf of [the corporation] is no more than a

reflection of the reality that all corporations act through

individuals. It is axiomatic that while such an entity has

a distinct legal life, it can act only through individuals.’’

(Internal quotation marks omitted.) Id.

Our review of the record and the findings of the trial

court reveals no evidence indicating that Lovejoy acted

in his individual capacity rather than as a member of

the law firm. Although each of the deposition notices

was signed by Lovejoy, his signature appears after the

name of the law firm, which is identified as the entity

representing Ensign Yachts and, therefore, the law firm

noticing the deposition. Accordingly, to the extent that

the deposition notice represents an offer to enter into

a contractual agreement, the evidence tended to show

that offer was extended to the plaintiff by the law firm,

not by Lovejoy individually. The court in its decision

makes no factual findings on which it could have

imposed individual liability. The court’s decision is completely silent as to whether the court believed that

Lovejoy had acted in such a way as to suggest he was

contracting in his individual capacity or that it was

appropriate under the facts of this case to somehow

‘‘pierce the corporate veil.’’12 The plaintiff states that

Lovejoy is a sole practitioner and that he and the law

firm are ‘‘one and the same.’’ That fact alone, however,

simply cannot support the imposition of individual liability in contravention of § 34-133. Because there

appears to be insufficient evidence to support the

court’s decision to hold Lovejoy personally liable for

acts taken on behalf of his law firm, that decision cannot stand.

V

The defendants next claim that the court improperly

awarded attorney’s fees and costs totaling $13,564.64

pursuant to § 52-251a. Section 52-251a authorizes the

court to award reasonable attorney’s fees and costs to

a prevailing plaintiff if the matter was transferred on
the defendant’s motion from the small claims docket

to the regular docket of the Superior Court. The defendants advance three arguments in support of this claim.

First, they argue that § 52-251a is inapplicable because

they did not voluntarily transfer the action from the

small claims docket to the regular docket, but only did

so at the direction of the small claims clerk and in

reliance on a Judicial Branch publication concerning

small claims procedures that contained no indication

that a defendant could be liable for attorney’s fees if

he successfully moved to have a small claims matter

transferred to the regular docket. Second, they argue

that a portion of the attorney’s fees awarded by the

court was attributable to the plaintiff’s prosecution of

the unjust enrichment count against Ensign Yachts.

Third, the defendants challenge the factual basis for

the court’s award, namely, arguing that the plaintiff’s

primary witness lied about the existence of a retainer

agreement and that the $350 hourly rate contained in

the retainer agreement was higherthan the rate actually

charged by the plaintiff’s counsel. We find no merit in

these arguments, each of which we address in turn.

‘‘An award of attorney’s fees [pursuant to § 52-251a]

is not a matter of right. Whether any award is to be

made and the amount thereof lie within the discretion

ofthe trial court, which is in the best position to evaluate

the particular circumstances of a case. . . . A court

has few duties of a more delicate nature than that of

fixing counsel fees. The issue grows even more delicate

on appeal . . . . Because the trial court is in the best

position to evaluate the circumstances of each case,

we will not substitute our opinion concerning counsel

fees or alter an award of attorney’s fees unless the

trial court has clearly abused its discretion.’’ (Citations

omitted; internal quotation marks omitted.) LaMontagne v. Musano, Inc., 61 Conn. App. 60, 63–64, 762

A.2d 508 (2000).

A

The defendants’ first argument concerns the applicability of § 52-251a. ‘‘Because the interpretation of a statute, as well as its applicability to a given set of facts and

circumstances, involves a question of law, our review is

plenary.’’ (Internal quotation marks omitted.) Florian

v. Lenge, 91 Conn. App. 268, 276, 880 A.2d 985 (2005);

see also Lee v. Stanziale, 161 Conn. App. 525, 534,

128 A.3d 579 (2015) (‘‘proper construction of § 52-251a

presents a question of law over which our review is

plenary’’), cert. denied, 320 Conn. 915, 131 A.3d 750

(2016).

Section 52-251a provides: ‘‘Wheneverthe plaintiff prevails in a small claims matter which was transferred to

the regular docket in the Superior Court on the motion

of the defendant, the court may allow to the plaintiff

his costs, together with reasonable attorney’s fees to

be taxed by the court.’’ By its operation, ‘‘[s]ection 52-
251a . . . creates a substantial and effective disincentive for a defendant who might otherwise raise defenses

bordering on the frivolous in an effort to gain a tactical

advantage over a plaintiff by obtaining a transfer of a

case from the Small Claims division. . . . [T]he very

purpose of § 52-251a is to deter . . . defendants from

transferring a case from the small claims session and

turning a relatively clear-cut case into a pitched legal

battle.’’ (Citation omitted; internal quotation marks

omitted.) Costanzo v. Mulshine, 94 Conn. App. 655, 665,

893 A.2d 905, cert. denied, 279 Conn. 911, 902 A.2d

1070 (2006).

In Lee v. Stanziale, supra, 161 Conn. App. 534, this

court established that a determination as to the applicability of § 52-251a turns upon five essential elements as

plainly set forth in the statutory language: ‘‘(1) that the

action originally was commenced in the small claims

docket of the Superior Court; (2) that the defendant

moved to transfer the action to the regular docket of

the Superior Court; (3) that the action was so transferred; (4) that the plaintiff prevailed in the action; and

(5) that the trial court deemed an award of attorney’s

fees and costs appropriate.’’ The defendants’ argument,

which seeks to avoid operation of the statute, relates

to the second element. The defendants do not dispute

that they filed a motion to transfer the present action

to the regular docket. They argue, however, that they

only did so ‘‘involuntarily’’ because they were informed

by the small claims clerk that if they wished to file

counterclaims against the plaintiff in an amount

exceeding $5000, they first needed to have the matter

transferred to the regular docket. This hardly rendered

the defendants’ decision to move to transfer the matter

to the regular docket ‘‘involuntary.’’

The docket of the small claims session of the Superior

Court is barred from hearing claims seeking money

damages of more than $5000 or any action alleging libel

and slander. General Statutes § 51-15 (d). Accordingly,

as correctly instructed by the clerk, the defendants

could notfile their counterclaims, which alleged slander

and sought damages in excess of $5000, with the small

claims court. This left the defendants with a choice:

leave the matter in the small claims session and forgo

raising their counterclaims, which, on the basis of their

lack of success at trial were, if not frivolous, dubious

at best, or move to transfer the case to the regular

docket and be subject to § 52-251a. The defendants

chose the latter. Because this matter was ‘‘transferred

to the regular docket in the Superior Court on the

motion of the defendant[s],’’ the court had the discretionary authority to award the prevailing plaintiff both

costs and attorney’s fees. General Statutes § 52-251a.

There is simply no merit to the defendants’ argument

that § 52-251a was inapplicable on the facts presented.

B
The defendants next argue that the court improperly

ordered them to pay for attorney’s fees that they allege

were solely or partially attributable to the plaintiff’s

prosecution of the unjust enrichment count against

Ensign Yachts. The defendants, however, have failed

to provide any analysis in support of this argument,

including any legal support for their proposition that

the trial court was required to engage in some apportionment ofthe attorney’s fees. Although the defendants

raised this argument to the court in their objection to

the plaintiff’s motion for attorney’s fees, that objection

also contained no legal analysis, but merely identified

what the defendants noted from their review of the

billing records as $6745 in fees allegedly attributable

to Ensign Yachts. The court overruled the defendants’

objection without comment. Because the defendants

have failed to adequately brief this argument, we decline

to review it further.

C

Lastly, the defendants argue that the court utilized

an incorrect hourly rate of $350 in calculating its award

of attorney’s fees. We find no merit in this argument.

As we have indicated, we will disturb a court’s calculation of attorney’s fees only upon a showing of a clear

abuse of discretion. Here, the court did not issue a

written decision setting forth its calculations, and none

of the parties sought an articulation or clarification.

Nevertheless, the court awarded attorney’s fees in the

amount requested in the plaintiff’s motion, to which

were attached billing statements and an affidavit from

a practicing trial attorney, who averred that both the

hourly rate of $350 and the amount of time billed were

reasonable and customary for the work provided. We

can infer from the court’s adoption of the amount of

fees requested that it found the plaintiff’s calculations

reasonable, including the hourly rate of $350. The defendants produced no evidence suggesting that the $350

hourly rate is unreasonable or inappropriate given the

nature of this type of litigation. Because there is evidentiary support for the court’s award, we will not disturb

its calculations.

VI

The defendants next claim that the court improperly

ruled in favor of the plaintiff on their counterclaim

alleging abuse of process.13 According to the defendants, the plaintiff was liable for abuse of process

because it threatened to file a grievance action against

Lovejoy for failing to pay for the plaintiff’s services, and

it filed this action against Lovejoy individually, despite

knowing that Lovejoy never did business under his own

name. The court rejected the counterclaim without discussion, stating only that the defendants had failed to

present sufficient evidence to establish abuse of process. Having reviewed and considered the record in this
case, including the briefs and arguments of the parties

on appeal, we are not persuaded that the court committed reversible error in rejecting the defendants’ abuse

of process counterclaim and rendering judgment in

favor of the plaintiff. This claim warrants no further discussion.

VII

Finally, the defendants claim that the court should

have precluded the plaintiff from submitting any evidence at trial in light of either (a) the plaintiff’s failure

to comply with the civil court trial management order

or (b) its alleged spoliation of other evidence. Neither

of those arguments, however, was raised to or decided

by the trial court. Accordingly, they have not properly

been preserved for appellate review, and we decline to

review them. See Billboards Divinity, LLC v. Commissioner of Transportation, 133 Conn. App. 405, 411, 35

A.3d 395, cert. denied, 304 Conn. 916, 40 A.3d 783 (2012).

The judgment is reversed in part and the case is

remanded to the trial court with direction to render

judgment in favor of Lovejoy on count one of the operative complaint. The judgment is affirmed in all other

respects.

In this opinion the other judges concurred.

1

In addition to the breach of contract count against the defendants, the

operative amended complaint contains a second count alleging unjust enrichment against Ensign Yachts, Inc. (Ensign Yachts), the defendants’ client and

the plaintiff in the federal action, Ensign Yachts, Inc. v. Jon Arrigoni et

al., United States District Court, Docket No. 3:09CV0209 (VLB) (D. Conn.

February 4, 2009). In the present case, Ensign Yachts was defaulted for

failing to appear, and the court later rendered judgment on the default.

Ensign Yachts has not appealed from the judgment rendered against it or

participated in the present appeal. Accordingly, we refer to the law firm

and Lovejoy collectively as the defendants.

2 We note that although the court filed a copy of the portion of the June

26, 2013 trial transcript containing its oral decision, that copy is unsigned.

Pursuant to Practice Book § 64-1 (a), in all civil trials to the court, the court

must state a decision that ‘‘shall encompass its conclusion as to each claim

of law raised by the parties and the factual basis therefor,’’ and, if the court

chooses to render its decision orally, the oral decision must be recorded

by a court reporter. If an appeal is filed, the court must order a transcript

of its oral decision and file a signed copy of that transcript with the clerk

of the trial court for use in the appeal. Practice Book § 64-1 (a). If that

procedure is not followed, subsection (b) of Practice Book § 64-1 requires

the appellant to notify the appellate clerk, who, in turn, notifies the trial

judge of the oversight. After receiving notice from the appellate clerk, the

court ‘‘shall thereafter comply with subsection (a).’’ Practice Book § 64-1

(b). Ultimately, however, it is the appellant’s responsibility to ensure that

this court has an adequate record for review, which necessarily includes a

properly signed memorandum of decision. See Practice Book § 61-10. ‘‘When

the record does not contain either a [written] memorandum of decision or

a transcribed copy of an oral decision signed by the trial court stating the

reasons for its decision, this court frequently has declined to review the

claims on appeal because the appellant has failed to provide the court with

an adequate record for review. . . . [However] [i]f there is an unsigned

transcript on file in connection with an appeal, the claims of error raised

by the plaintiff may be reviewed if this court determines that the transcript

adequately reveals the basis of the trial court’s decision.’’ (Citation omitted;

emphasis added; internal quotation marks omitted.) Solano v. Calegari, 108

Conn. App. 731, 734 n.4, 949 A.2d 1257, cert. denied, 289 Conn. 943, 959

A.2d 1010 (2008). Although there is no indication in the record that the

defendants took any step to ensure that the record contained a properly
signed transcript, because an unsigned copy is available to us and adequately

reveals the basis of the court’s decision, we will consider it in addressing

the defendants’ claims.

3 The defendants took the position that the sole responsibility for payment

of deposition costs belonged to Ensign Yachts, for whom the depositions

were conducted, and that they properly forwarded the plaintiff’s bills and

all subsequent requests for payment to Ensign Yachts. Ensign Yachts allegedly was unable to pay the bills until May, 2014, at which time it tendered a

check to the plaintiff for $3460.37. The plaintiff rejected the check, however,

because it contained language effectively waiving all claims by the plaintiff

against the defendants and Ensign Yachts. Because accepting the tendered

payment arguably would have precluded the plaintiff from continuing to

seek reimbursement for its costs and attorney’s fees incurred in the collection action, the plaintiff returned the check.

4 The defendants raised as a claim in their preliminary statement of issues

on appeal that the court improperly treated the amended complaint as the

operative complaint because it was never properly served on the defendants.

That issue, however, is not raised or addressed in the defendants’ appellate

brief, and, thus, we deem it abandoned. See Sturman v. Socha, 191 Conn.

1, 3 n.2, 463 A.2d 527 (1983) (issue raised in preliminary statement of issues

but not pursued in brief deemed abandoned); Brown v. Otake, 164 Conn.

App. 686, 698–99 n.8, A.3d (2016) (same).

5 With respect to Ensign Yachts, the trial served as a hearing in damages.

6 The plaintiff also asked the court to refer Lovejoy to the Statewide

Grievance Committee, arguing that his failure to pay a court reporter for

four years and then removing the small claims action to Superior Court

solely to cause further delay was unprofessional conduct warranting a reprimand. The court, however, declined to make such a referral.

7 The plaintiff filed a motion to dismiss the appeal as late. It argued that,

although the court had rendered a judgment disposing of all counts of the

complaint on July 3, 2014, the defendants waited nearly three months to

file the present appeal. An appealable final judgment in this matter, however,

did not arise until the trial court issued notice on September 11, 2014, of

its ruling on the plaintiff’s motion for prejudgment interest. See Balf Co. v.

Spera Construction Co., 222 Conn. 211, 214–15, 608 A.2d 682 (1992) (no

appealable final judgment if court renders judgment assessing damages but

has not ruled on claim for discretionary prejudgment interest). Because the

defendants filed the present appeal within twenty days from the issuance

of notice of the court’s decision regarding prejudgment interest, it is timely.

See Practice Book § 63-1 (a). Accordingly, this court denied the plaintiff’s

motion to dismiss. The plaintiff nevertheless raised the timeliness of the

appeal again in its appellate brief and at oral argument. To the extent that

the plaintiff’s efforts to revisit this issue can be construed as a request for

reconsideration, we decline to revisit our prior ruling.

8 The primary argument raised by the defendants before the trial court

did not focus upon whether a valid contract was formed, but whether any

contract that did exist was entered into by the defendants acting solely as

the disclosed agents of Ensign Yachts or with the understanding that Ensign

Yachts, and not the defendants, ultimately was liable for payment. It is thus

understandable why the trial court’s oral decision is limited in analytical

details regarding contract formation. None of the parties sought further

clarification or articulation of the factual or legal basis for the court’s ruling

and, thus, we endeavor to review the claims raised on appeal, if possible, on

the basis of the record presented. See Milford Bank v. Phoenix Contracting

Group, Inc., 143 Conn. App. 519, 526–27 n.3, 72 A.3d 55 (2013).

9 Although, as discussed later in this opinion, the defendants challenge

that particular factual finding, they do not dispute that the plaintiff provided

its services in response to a request for those services communicated in

some fashion by Lovejoy.

10 The defendants raised this issue to the court as the first of eight special

defenses, stating: ‘‘The defendant(s) were disclosed agents of [Ensign

Yachts], and, as such, are not liable to plaintiff.’’ In its decision, the court

found in favor of the plaintiff on the first special defense without comment.

11 At trial, Lovejoy testified that he also had disclaimed responsibility for

payment on order forms that he filled out and gave to the court reporters

at the time of the depositions. He was unable to offer copies of the alleged

order forms and did not call any of the court reporters as witnesses. The

plaintiff’s principal testified that she had no independent knowledge of the

orderforms or what may have been written on those forms or communicated

to the individual reporters. The court certainly was not required to credit
Lovejoy’s testimony, which was unsupported by any other evidence. The

court did not discuss the order form issue in its decision, and, as previously

indicated, none of the parties requested an articulation or clarification of

the court’s oral ruling.

12 ‘‘A court’s disregard of an entity’s structure is commonly known as

piercing the corporate veil.’’ (Internal quotation marks omitted.) Litchfield

Asset Management Corp. v. Howell, 70 Conn. App. 133, 148 n.10, 799 A.2d

298, cert. denied, 261 Conn. 911, 806 A.2d 49 (2002). ‘‘The concept of piercing

the corporate veil is equitable in nature . . . .’’ (Internal quotation marks

omitted.) KLM Industries, Inc. v. Tylutki, 75 Conn. App. 27, 33, 815 A.2d

688, cert. denied, 263 Conn. 916, 821 A.2d 770 (2003). ‘‘Ordinarily the corporate veil is pierced only under exceptional circumstances, for example,

where the corporation is a mere shell, serving no legitimate purpose, and

used primarily as an intermediary to perpetuate fraud or promote injustice.’’

(Internal quotation marks omitted.) Angelo Tomasso, Inc. v. Armor Construction & Paving, Inc., 187 Conn. 544, 557, 447 A.2d 406 (1982).

13 The defendants pleaded counterclaims sounding in slander, abuse of

process, and violation of the Fair Debt Collection Practices Act, 15 U.S.C.

§ 1692 et seq. (2012). In their statement of the issues, the defendants framed

the present claim broadly, asking whether the court properly denied the

defendants’ counterclaims. In briefing this claim, however, the defendants

limited their arguments to the abuse of process counterclaim. In so doing,

they effectively have abandoned and waived any claim of error with respect

to the counterclaims alleging slander and an unfair debt collection violation.

‘‘It is well established that [w]e are not obligated to consider issues that

are not adequately briefed. . . . [If] an issue is merely mentioned, but not

briefed beyond a bare assertion of the claim, it is deemed to have been

waived. . . . In addition, mere conclusory assertions regarding a claim,

with no mention of relevant authority and minimal or no citations from

the record, will not suffice.’’ (Internal quotation marks omitted.) Electrical

Contractors, Inc. v. Dept. of Education, 303 Conn. 402, 444, 35 A.3d 188

(2012).