DOCKET NO. HHD CV-l 64606691 3 S
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`VILLAGE MORTGAGE COMPANY
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`VS.
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`RONALD GARBUS, ET AL
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`SUPERIOR COURT
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`J. D. OF HARTFORD
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`AT HARTFORD
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`JANUARY 29, 2019
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`MEMORANDUM OF DECISION
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`On October 17, 2018, the parties presented evidence at a bench trial in this case
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`concerning stock ownership. At trial, the court heard testimony from witnesses and received-
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`numerous exhibits. Pursuant to a briefing schedule, in lieu of oral argument, the parties filed
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`post-trial memoranda of law, dated December 3, 2018.
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`After consideration, the court issues this memorandum of decision.
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`I
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`Background
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`In its amended complaint (#119) (complaint), dated September 27, 2016, the plaintiff,
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`Village Mortgage Company (Village or plaintiff), a corporation, alleges that the defendants,
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`Georganne and Ronald Garbus, were original shareholders when Village was formed in 1998,
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`for a total investment of $30,000.00. The plaintiff alleges that, in the same year, the defendants
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`returned the stock and were reimbursed.
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`Village also alleges that in June 2011, the stock certificate was apparently returned to th
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`defendants in exchange for $30,000.00, without proper corporate authority, and at substantially
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`less than fair value. Village alleges thattheelrcurn‘stehnces subsequently came to light as a result
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`of litigation against the co-founderolfbthle‘mmpaiiyflgfgrrmg to nonparty James Veneziano, wh
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`surreptitiously was involved1n tlgejeMp1? stcéch. EpF cpm/plaint, 11 4. The plaintiff contests the
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`#0493
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`the stock. Village alleges that in regard to the issue of defendants’ ownership, there is no
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`adequate remedy at law and it seeks a judicial determination in the form of a declaratory
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`judgment as to whether or not the defendants are in fact lawfully shareholders of the
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`corporation.
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`In their November 2016 answer (#121), the defendants deny the salient allegations and
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`assert special defenses. In their special defenses, they allege that the plaintiff‘s claim for a
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`declaratory judgment is barred by various statutes of limitations and by laches. In their third
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`special defense, they allege that the plaintiff 5 agent, Veneziano, had the apparent authority to
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`execute a contract on the plaintiff’s behalf.
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`In its reply (#122), Village asserts, by way of avoidance, that the defendants conspired
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`with Veneziano to conceal their purported stock interest in Village. Village alleges that the
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`defendants are equitably estopped from asserting their defenses, alleging that Veneziano
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`concealed the facts surrounding the transfers of the stock, and any such action taken by
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`Veneziano was without corporate authority, apparent or otherwise, and constituted an ultra vire
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`act in violation of civil if not criminal law. Village also asserts that the defendants have unclean
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`hands and are precluded from invoking equitable considerations, such as laches.
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`The defendants did not appear at the trial. No evidence was presented to the court as to
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`their counsel’s assertion that they were not well enough to travel from Florida, where they
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`reside, to attend court in Connecticut.
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`Additional references to the factual background are discussed below.
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`II
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`Discussion
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`In a case tried to the court, “[t]he .
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`.
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`. judge, as the trier of facts, is the sole arbiter of the
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`credibility of witnesses and the weight to be given to their testimony.” (Internal quotation marks
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`omitted.) Taylor v. Commissioner ofCorrection, 324 Conn. 631, 637, 153 A.3d 1264 (2017).
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`“[I]t is the exclusive province of the trier of fact to weigh conflicting testimony and make
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`determinations of credibility, crediting some, all or none of any given witness’ testimony.”
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`(Internal quotation marks omitted.) State v. Buhl, 321 Conn. 688, 708, 138 A.3d 868 (2016).
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`“The purpose of a declaratory judgment action, as authorized by General Statutes § 52-
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`291 and Practice Book § [17-55] is to secure an adjudication of rights [when] there is a
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`substantial question in dispute or a substantial uncertainty of legal relations between the parties.
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`.
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`.
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`. Subdivisions (1) and (2) of Practice Book § 17-55 respectively require that the plaintiff in a
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`declaratory judgment action have ‘an interest, legal or equitable, by reason of danger of loss or
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`of uncertainty as to the party’s rights or other jural relations’ and that there be ‘an actual bona
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`fide and substantial question or issue in dispute or substantial uncertainty of legal relations
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`which requires settlement between the parties. .
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`.
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`.’ .
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`.
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`. [O]ur declaratory judgment statute
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`provides a valuable tool by which litigants may resolve uncertainty of legal obligations.
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`‘ [O]ur declaratory judgment statute is unusually liberal [and] is broader in scope than .
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`.
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`1Section 52-29 (a) provides, “The Superior Court in any action or proceeding may
`declare rights and other legal relations on request for such a declaration, whether Or not further
`relief is or could be claimed. Thedeclaration shall have the force of a final judgmen .”
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`the statutes in most, if not all, other jurisdictions .
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`.
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`. and [W]e have consistently construed our
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`statute and the rules under it in a liberal spirit, in the belief that they serve a sound social
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`purpose. .
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`.
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`. [Although] the declaratory judgment procedure may not be utilized merely to
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`secure advice on the law .
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`.
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`. it may be employed in a justiciable controversy where the interests
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`are adverse, where there is an actual bona fide and substantial question or issue in dispute or
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`substantial uncertainty of legal relations which requires settlement, and where all persons havin
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`an interest in the subject matter of the complaint are parties to the action or have reasonable
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`notice thereof.” (Citations omitted; internal quotation marks omitted.) New London Cty. Mut.
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`Ins. Co. v. Nantes, 303 Conn. 737, 747-48, 36 A.3d 224 (2012). Here, the issue as to whether
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`the defendants are shareholders in Village presents a justiciable controversy where the interests
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`are adverse, where there is an actual bona fide and substantial question or issue in dispute, and
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`is properly the subject of a claim for declaratory judgment. All parties having an interest in the
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`subject matter of the complaint are parties.
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`A
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`Stock Ownership
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`The court finds the following facts and credits the following evidence, except as noted.
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`The court credits the testimony of Donna McGuire, Veneziano’s former wife, who stated that
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`the defendants were friends of Veneziano and that, for many years, she personally had
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`possession of the original stock certificate on which the defendants’ names appear, of which
`defendants’ Exhibit D is a copy. See trial transcript (TL), p. 138. The stock certificate, No. 2, f0
`300 shares, is dated May 1, 1998, and lists the registered holders as Ronald S. andfGeorgette
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`Garbus. Although dated in May 1998, it was not issued until 2000. Tr., p.13.
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`McGuire received the stock certificate from Veneziano, who asked her to put it in her
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`safe deposit box, likely in the early 2000s. She held possession of the stock certificate for a long
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`time, which she stated was “quite a few years.” Tr., p.139. It is evident that Veneziano used his
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`wife’s safe deposit box in order to hide the stock certificate there.
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`Eventually, McGuire gave the certificate to Veneziano or Justin Giroliman, a Village
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`employee, who later became Village’s chief financial officer and senior vice president.
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`Giroliman credibly testified that he had possession of it from 2010'to 2011 and, pursuant to
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`Veneziano’s direction, kept it in his desk at Village’s office. Tr., p.114.
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`Besides the evidence showing either that the defendants never possessed or relinquished
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`the stock certificate, the fact that the defendants were not stockholders in Village as of April
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`1999 is shown also by the fact that Ronald Garbus did not list an ownership interest in Village
`in Schedule B (Personal Property) on his bankruptcy petition dated April 8, 1999. see plaintiff”
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`Exhibit 1.
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`In his deposition testimony, Ronald Garbus’s testimony about being a stockholder was
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`vague; he could not even recall when he filed for bankruptcy. See plaintiffs Exhibit 22, p.10.
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`The court doesnot credit his testimony about being a shareholder.
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`In contrast, Village’s president, Laurel Caliendo, credibly testified that, as of November
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`2007, the defendants were not Village stockholders. Tr., pp.20—23. See plaintiff’s Exhibit 4 (list
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`of Village stockholders as ofNovember 2007).
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`Thus, even though the defendants were listed as original shareholders in Village, their
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`ownership interest was relinquished soon thereafter. By having his wife put the stock certificate
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`in her personal safe deposit box, and, later, by having Giroliman keep it in his desk, Veneziano
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`kept the certificate secreted away so that he could put it to his personal use later.
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`-
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`The defendants argue that they had a loan from Village, they executed a note, and made
`payments to Village which are reflected in Village’s records, all ofwhich was authorized by
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`Veneziano. The court is unpersuaded by this argument. Rather, the evidence shows that
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`Veneziano engaged in unauthorized conduct in order to procure money for himself. Payments
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`made by the defendants do not show that they are legitimate stockholders in Village.
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`Beginning in 2010, by personal checks, the defendants paid a total of $40,000 to Village
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`See plaintiff’s Exhibits 6, 7, and 13. Also, $10,000 was returned to the defendants. See
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`plaintiffs Exhibit 12. Exhibit 6 is characterized on that check as a “Loan Payment.”-Giroliman
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`credibly testified that there was no loan made by Village to the defendants. Exhibit 7 is
`characterized as “Stock.”
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`Giroliman explained that Veneziano directed him as to how to record these payments by
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`the defendants, initially as “Paid in Capital - Excess of Par” (see plaintiffs Exhibits 8, 9, and
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`14), but subsequently diverted to Veneziano’s personal account. By email on December 30,
`2011 (plaintist Exhibit 5), Veneziano directed that payments by the defendants should be
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`posted “against my advances 4 riow.” This effort by Veneziano at taking for himself funds paid
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`into the company also undermines the defendants’ claims to be lawful stockholders.
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`The lack of credibility of defendants’ claim to stock ownership is further undermined by
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`Ronald Garbus’ deposition testimony, in which he stated that he had a demand note with
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`Village. There is no credible evidence that such a demand note ever existed and Ronald Garbus
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`testified that he had no records in regard to that note. See plaintiff’s Exhibit 22, p. 20.2
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`There is also no evidence showing an agreement between Veneziano and the defendants
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`concerning purchasing Village stock in 2010-2011 or afterwards or that he had actual authority
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`to engage in such a transaction. “Actual authority exists when [an agent's] action [is] expressly
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`authorized .
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`.
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`. or .
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`.
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`. although not authorized, [is] subsequently ratified by the [principal].”
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`(Internal quotation marks omitted.) Ackerman v. Sobol Family P ’ship, LLP, 298 Conn. 495,
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`508, 4 A.3d 288 (2010).
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`The court credits Caliendo’s testimony that no sale of stock to the defendants was
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`authorized during that period. There is no evidence that Village’s Board of Directors expressly
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`or impliedly authorized Veneziano to issue stock to the defendants during that period or that
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`such an action was ratified by the Board. There is no credible evidence showing that Veneziano
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`had actual authority to issue Village stock to the defendants during that period.
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`Although the plaintiff’s allegation in the complaint, paragraph 3, that the stock
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`certificate was apparently returned to the defendants in June 2011 amounts to an admission, see
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`Ferreira v. Pringle, 255 Conn. 330, 345, 766 A.2d 400 (2001) (“Factual allegations contained
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`in pleadings upon which the case is tried are considered judicial admissions and hence
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`irrefutable as long as they remain in the case.” (Internal quotation marks omitted.)), there is no
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`credible evidence before the court showing that the defendants currently possess the subject
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`stock certificate.
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`It is clear that the explanation for the payments by the defendants to Village is that
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`Veneziano, either alone, or in concert with the defendants, engaged in unauthorized conduct to
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`2Also, the court does not credit the vague testimony presented by Joseph Veneziano,
`James Veneziano’s son, about a conversation in 2001 concerning the return of money to
`defendant Ronald Garbus.
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`get money from the defendants in exchange for providing the 1998 stock certificate to the
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`defendants in order for them to appear to be legitimate stockholders. See discussion below at
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`pages'12-13 concerning the prior litigation between the plaintiff and Veneziano, which resulted
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`in findings that Veneziano had engaged in misappropriation ofcorporate funds through
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`conversion, statutory theft, and embezzlement over a long period of time.
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`The defendants also argue that Veneziano acted with apparent authority. In contrast with
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`actual authority, “[a]pparent authority is that semblance of authority which a principal, through
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`his own acts or inadvertences, causes or allows third persons to believe his agent possesses. .
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`.
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`.
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`Consequently, apparent authority is to be determined, not by the agent’s own acts, but by the
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`acts of the agent’s principal. .
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`.
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`. The issue of apparent authority is one of fact to be determined
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`based on two criteria. .
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`.
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`. First, it must appear from the principal’s conduct that the principal
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`held the agent out as possessing sufficient authority to embrace the act in question, or knowingl
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`acting in good faith, reasonably believed, under all the circumstances, that the agent had the
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`necessary authority to bind the principal to the agent permitted [the agent] to act as having such
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`authority. .
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`. Second, the party dealing with the agent must have, acting in good faith,
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`reasonably believed, under all the circumstances, that the agent had the necessary authority to
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`bind the principal to the agent’s action. .
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`. .” (Internal quotation marks omitted.) Ackerman v.
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`Sobol Family P ’sth, LLP, supra, 298 Conn. 508—09.
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`Here, the defendants’ apparent authority argument is unpersuasive for several reasons.
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`First, there is no evidence of a specific agreement between the defendants and Veneziano to '
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`either loan funds or sell stock to the defendants in 2010—2011. In its absence, the cbntention that
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`Veneziano had apparent authority to make an agreement on behalf of Village is unavailing.
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`Second, the defendants have not proved that Veneziano was acting with apparent
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`authority to provide stock to them. While there is evidence that Veneziano was listed as a
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`“control person,” that fact does not show that he was apparently authorized by Village to engage
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`in stock transactions or issue shares of stock. Third, there is no evidence showing that the
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`defendants, acting in good faith, reasonably believed, under all the circumstances, that
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`Veneziano had the necessary authority to bind Village. Thus, the defendants have not proven
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`their special defense concerning apparent authority, that Veneziano had the apparent authority t
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`execute a contract on Village’s behalf concerning stock in Village.
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`The court addresses the defendants’ other special defenses below.
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`B
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`Statute of Limitations
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`In support oftheir first special defense, the defendants argue that the plaintiff’s
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`declaratory judgment action appears to be based upon a note or upon fraud or statutory theft, an
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`that the plaintiff pleaded a conspiracy between James Veneziano and the defendants to take the
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`stock for less than full value. They contend that, since fraud and statutory theft are governed by
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`the three year statute of limitations provided in General Statutes§ 52-577, the plaintiff’s action
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`is time-barred. In their first special defense, they also cite other statutes of limitations, such as
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`General Statutes § 52-5 76, which provides a six year limitations period for actions based on
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`contract.
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`“[I]n analyzing whether a declaratory judgment action is barred by a particular statutory
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`period of limitations, a court must examine the underlying claim or right on which the
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`declaratory action is based.” Wilson v. Kelley, 224 Conn. 110, 116, 617 A.2d 433 (1992).
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`“[I]f a statute of limitations would have barred a claim asserted in an action for relief other than
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`a declaratory judgment, then the same limitation period will bar the same claim asserted in a
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`declaratory judgment action.” (Internal quotation marks omitted.) Travelers Cas. & Sur. C0. of
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`Am. v. Netherlands Ins. Co., 312 Conn. 714, 736—37, 95 A.3d1031 (2014), citing Wilson v.
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`Kelley, supra, 224 Conn. 116.
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`In contrast, “an action for a declaratory judgment in this state should be subject to '
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`equitable defenses such as laches when the underlying cause of action on which it is based
`sounds in equity.” Caminis V. Tmy, 112 Conn. App. 546, 559—60, 963 A.2d 201 (2009), aff’d
`on other grounds, 300 Conn. 297, 12 A.3d 984 (2011). There, the Appellate Court cited with
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`approval a Superior Court decision, which “determined that the defendant’s counterclaim for a
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`declaratory judgment was subject to laches because the ‘ultimate remedy’ she sought, namely, to
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`declare the referendum and approval of the bond issue void, was ‘akin to that Of an injunction’
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`and ‘quasi-equitable in nature.” Id., 560.
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`Here, similarly, the relief sought in the plaintiff’s complaint is also akin to that of an
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`injunction, in that it seeks to prevent the defendants from acting as stockholders in the
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`corporation with rights to own, possess, and vote the stock at issue. The complaint is not based
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`on a note or contract or on a conspiracy and does not plead the elements of fraud or statutory
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`theft. Accordingly, since the remedy sought is equitable in nature, the plaintiff’s claim is subject
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`to equitable defenses, but not barred by the limitations periods set forth in General Statutes § 52
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`5 77 and the other statutes cited in the defendants’first special defense.
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`C
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`Laches and Spoliation
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`As to their second special defense, the defendants assert that the action is barred by
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`laches because the plaintiff delayed in commencing suit until after it had spoliated its general
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`ledgers in October 2013. They contend that there is no excuse for any delay in bringing suit afte
`refunding monies to them in January 2012 for claimed overpayment ofinterest.
`I
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`“[T]he burden is on the party alleging laches to establish that defense. .
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`.
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`. Laches
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`consists of two elements. First, there must have been a delay that was inexcusable, and, second,
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`that delay must have prejudiced the defendants. .
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`.
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`. A mere lapse of time does not constitute
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`laches unless it results in prejudice to the defendants. Such prejudice results if the defendants
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`are led to change their position with respect to the matter in question. .
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`.
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`. Whether a plaintiff is
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`guilty of laches is a question of fact for the trier .
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`.
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`. .” (Citation omitted; internal quotation
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`marks omitted.) Lynwood Place, LLC V. Sandy Hook Hydro, LLC, 150 Conn. App. 682,
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`690—91, 92 A.3d 996 (2014).
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`The defendants have not proved that the plaintiff spoliated evidence. “[I]n a civil
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`context, .
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`.
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`.- the trier of fact may draw an inference from the intentional spoliation of evidence
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`that the destroyed evidence would have been unfavorable to the party that destroyed it. .
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`.
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`.
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`To be entitled to this inference .
`. ., the victim of spoliation must prove that: (1) the spoliation
`was intentional, in the sense that it was purposeful, and not inadvertent; (2) the destroyed
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`evidence was relevant to the issue or matter for which the party seeks the inference; and (3) he
`or she acted with due diligence with-respect to the spoliated evidence. .
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`. [T]he adverse
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`inference is permissive, and not mandatory .
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`.
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`. .” (Internal quotation marks omitted.) Moore v.
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`Comm ’r ofMotor Vehicles, 172 Conn. App. 380, 391, 160 A.3d 410 (2017) (citing Beers v.
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`Bayliner Marine Corp, 236 Conn. 769, 775, 675 A.2d 829 (1996)).
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`As to the first element of spoliation, there is no evidence that the plaintiff’s general
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`ledger was destroyed intentionally. According to the evidence presented, the plaintiff’s records
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`were destroyed due to flooding at the plaintiffs office. The defendants have not shown “that
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`the evidence had been disposed of intentionally and not merely destroyed inadvertently.” Beers
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`v. Bayliner Marine Corp, supra, 236 Conn. 777.
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`In addition, the court credits the testimony of Caliendo, who stated that, after 2014, she
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`learned that the defendants had sent a payment to the plaintiff and that stock had been
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`transferred to the defendants. She became aware of these matters during the plaintiff’s litigation
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`against Veneziano. See Tr., p. 38.
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`As requested by the plaintiff during the trial and in its post-trial brief, the court takes
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`judicial notice of that matter. “There is no question that the trial court may take judicial notice .
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`of the file in another case, whether or not the other case is between the same parties. .
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`.
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`. [I]t is
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`understood that matter[s] which it is claimed the court should judicially notice should ordinaril
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`be called to its attention by a party seeking to take advantage of it in the course ofpresenting
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`evidence in the case so that, ifthere is ground upon which it may be contradicted or explained,
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`the adverse party will be afforded an opportunity to do so. .
`.
`. Moreover, [j]udicial notice
`meets the objective of establishing facts to which the offer ofevidence would normally be
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`directed. .
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`. .” (Citation omitted; internal quotation marks omitted.) Jewett v. Jewett, 265 Conn.
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`669, 678 n.7, 830 A.2d 193 (2003).
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`In Village Mortgage Ca. V. Veneziano, 175 Conn. App. 59, 61, 167 A.3d 430, cert.
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`denied, 327 Conn. 957, 172 A.2d 205 (2017), the Appellate Court affirmed “the judgment of th
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`trial court rendered in favor of the plaintiff, Village Mortgage Company (company), after a trial
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`to the court, awarding the plaintiff $2,080,185.09 in damages for the defendant’s i
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`misappropriation of corporate funds through conversion, statutory theft, and embezzlement.”
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`12
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`Among the findings and conclusions made by the trial court were that Veneziano’s
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`“credibility was impeached multiple times throughout the trial and in regard to almost every
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`issue in this case; .
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`.
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`. the record is rife with examples of the defendant trying to categorize the
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`[plaintiff’s] financial records in dishonest fashion so as to mislead the directors, shareholders, 0
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`outside auditors; .
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`.
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`. the defendant had the ultimate responsibility for the characterization of
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`transactions and accounting entries, and he was responsible for working with the auditors and
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`reviewing the plaintiff’s audited financial statements; .
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`.
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`. Girolimon credibly explained, in his
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`testimony and in his written investigative report, how the defendant misappropriated the
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`plaintiff’s funds and the amount that he had misappropriated; .
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`.
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`. Girolimon’s written
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`investigative report, which was admitted as a full exhibit, most accurately detailed the
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`defendant’s misappropriation‘s from 2004 through 2014; .
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`.
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`. the defendant provided no credible
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`evidence to contradict the conclusions in the reports submitted by Finkel [,a forensic
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`accountant,] and Girolimon; .
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`.
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`. the evidence ‘incontrovertibly established’ that the defendant
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`breached his fiduciary duty to the plaintiff ‘by engaging in self-dealing by taking [the plaintiff’s]
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`funds for his own personal use at his sole discretion without any regard to [the plaintiff] or its
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`shareholders’; .
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`.
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`. the defendant did not produce any evidence that would establish fair dealing
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`in those transactions; [and] the plaintiff sustained its burden of proving that the defendant
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`committed conversion, statutory theft and embezzlement[.]” Id., 175 Conn. App. 65-66.
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`Thus, according to the trial court’s decision in Village Mortgage Co. v. Veneziano,
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`supra, which was affirmed on appeal, Veneziano’s financial misconduct continued through
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`2014. The general ledger records were destroyed prior to Ms. Caliendo having a reason to
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`believe that business entries concerning the defendants’ stock ownership would be needed for
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`litigation against them. There is no basis from which to infer that the plaintiff destroyed
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`13
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`evidence to avoid having it available concerning this dispute between the parties. See Surrells v.
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`Belinkie, 95 Conn. App. 764, 771, 898 A.2d 232 (2006).
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`Similarly, the fact that the defendants were listed by Village as shareholders as of May
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`29, 2014 (see defendants’ Exhibit J) does not show that they actually were legitimate
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`shareholders. Instead, as discussed above, Veneziano’s misconduct resulted in their being so
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`listed at that time. There is no credible evidence showing that the defendants legitimately made
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`an investment to become stockholders of the plaintiff.
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`In contrast, Davis v. First Baptist Soc. ofEssex, 44 Conn. 5 82, 7 F. Cas. 126, 127 (D.
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`Conn. 1877), cited by the defendants, is unavailing. There, in contrast to the situation here,
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`financial misconduct was not at issue. Instead, the court there noted, “[C]reditors have a right to
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`rely upon the guarantee of those who continue to hold themselves out as stockholders. In
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`ordering an assessment, the stock certificates and the stock ledger are the basis upon which the
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`comptroller of the currency, in the absence offi‘aud or mistake, must rely. .
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`.
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`. Some definite and
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`conclusive means of information as to the ownership of stock for the purposes of assessment
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`ought to be furnished to creditors, to the receiver, and to the comptroller. This information
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`should be found, in the absence offiaud or mistake, in the certificates of stock, and in the stock
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`books of the bank.” (Emphasis added.) Here, the defendants’ alleged stock ownership resulted
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`from Veneziano’s financial misconduct.
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`Since, as discussed above, the court has found against the defendants as to each of their
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`special defenses, the court need not consider the legal issues raised in the plaintiff’s reply by
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`way of avoidance.
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`l4
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`D
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`Remedy
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`In the complaint, paragraph 3, the plaintiff alleges that the stock certificate'lwas
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`apparently returned to the defendants in June 2011 for substantially less than the fair market
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`value of the stock at that time. The defendants argue that the plaintiffs equitable action must
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`fail because there is no evidence in the record of the fair value of the stock in 2011. They
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`contend that the plaintiff has not shown that the stock was transferred to them for substantially
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`less than fair market value. Plaintiffs witnesses, Caliendo and Giroliman, stated that they did no
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`know what the fair market value of the stock was in 2011.
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`Since transfer of the stock certificate to the defendants was unauthorized, the fact that
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`evidence of fair market value was not presented represents an immaterial variance. “A variance
`
`is a departure of the proof from the facts as alleged. Not every variance, however, is a fatal one
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`since immaterial variances are disregarded under our practice. .
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`.
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`. Only material variances, thos
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`which disclose a departure from the allegations in some matter essential to the charge or claim,
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`warrant the reversal of a judgment. .
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`.
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`. A variance is material only if the defendant is prejudiced
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`by it.” (Citations omitted; internal quotation marks omitted.) Comm ’r ofMotor Vehicles V.
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`DeMilo & C0., 233 Conn. 254, 275, 659 A.2d 148 (1995).
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`Here, the defendants were not prejudiced by the lack of evidence of fair market value.
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`“We cannot say that the defendant was prejudiced in maintaining his defense on the merits, or
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`that he was surprised by the plaintiffs proof, or that he was misled by the allegations in the
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`complaint. For these reasons, the variance was not a material one.” (Internal quotation marks
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`omitted.) Id., 276.
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`15
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`

`

`The “trial court [has] wide discretion to render a declaratory judgment unless another
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`form of action clearly affords a speedy remedy as effective, convenient, appropriate and
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`complete.” England v. Town ofCoventry, 183 Conn. 362, 365, 439 A.2d 372 (1981).
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`In the exercise of its discretion, since it has been proved that the defendants are not
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`legitimate Stockholders, the court concludes that a declaratory judgment is warranted. Another
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`remedy would not be as effective, convenient, appropriate and complete.
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`The court enters a declaratory judgment that the defendants are not lawful shareholders
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`in Village Mortgage Company. At trial, Caliendo testified that the plaintiff was prepared to
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`refund the net $30,000.00 received from the defendants if the court so found. Tr., pp. 57-58.
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`BY THE COURT
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`non/ms. %%‘Qg
`
`ROBERT B. S
`
`IRO
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`JUDGE TRIAL REFEREE
`
`l6
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`

`

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`Case Detail - HHD-CV16-6066913-S
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`Page 1 of 5
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`HH1D-CV6-
`VILLAGE MORTGAGE COMPANY v. GARBUS RONALD Et Al
`50669136 .
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`Case Type: M50
`File Date: 03/21/2016
`Return Date. 04/19/2016
`Prefix: DUB
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`P-O1 VILLAGE MORTGAGE COMPANY
`Attorney: 2. WElNSTElN & VVISSER PC (045674)
`SUITE 207
`29 SOUTH MAIN STREET
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`Plaintiff
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`WEST HARTFORD. CT 06107
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`D-01 RONALD GARBUS
`Attorney: 8 RENZULLO & ASSOCIATE LAW OFFICE (106076) File Date: 04/20/2016
`65 ELM STREET
`WINSTED, CT 06098
`D-OZ GEORGANNE GARBUS
`Attorney:
`1:? RENZULLO & ASSOCIATE LAW OFFICE (1 06076) File Date: 04/20/2016
`65 ELM STREET
`WINSTED, CT 06098
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