Ace Printery, Inc. v. Kramer-Novack Corp.

1 Conn. Cir. Ct. 66, 22 Conn. Supp. 420
CourtConnecticut Appellate Court
DecidedMarch 14, 1961
DocketFile No. CV 14-611-606
StatusPublished
Cited by1 cases

This text of 1 Conn. Cir. Ct. 66 (Ace Printery, Inc. v. Kramer-Novack Corp.) is published on Counsel Stack Legal Research, covering Connecticut Appellate Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Ace Printery, Inc. v. Kramer-Novack Corp., 1 Conn. Cir. Ct. 66, 22 Conn. Supp. 420 (Colo. Ct. App. 1961).

Opinion

DiCenzo, J.

This is an action to recover for certain printing work and materials claimed to have been made by the plaintiff for the defendant and delivered to the defendant. The court permitted the plaintiff to amend his complaint. The amended complaint is in three counts. The first count alleges that the printing was done at the request of the defendant corporation. The second count alleges that the printing was done at the direction of agents and servants of the defendant and that the defendant ratified such acts. The third count alleges that the defendant appointed said agents in violation of law, that plaintiff was entitled to rely on the legality of the defendant’s operation and that defendant is now estopped from denying its ownership and agency.

The defendant admits it has failed and refused to pay the plaintiff’s bill for the printing, amounting to $930.58, despite demand. There is no dispute as to the amount involved. However, the defendant denies all of the other allegations in the amended complaint and claims it never had any dealing with plaintiff.

Evidence produced at the trial establishes the following facts. Defendant is a corporation that operates and conducts a restaurant known as Wright’s Restaurant on Farmington Avenue (route 10, the college highway) in Plainville. It owns the fixtures in the restaurant business and also owns the land and buildings in which the restaurant is located. Wright’s Restaurant has issued to it a restaurant liquor permit on which the defendant corporation is the backer. The permit was issued by the liquor control commission of Connecticut and the permit-[68]*68tee was Irving Kramer. Nathan J. Noveck is secretary and treasurer of the defendant corporation and the majority stockholder. On February 5, 1960, while purporting to act for the defendant corporation, Nathan J. Noveck entered into a written agreement with one Recupeto in which it was set forth that the real estate containing the restaurant business would be leased to Recupeto, the personal property located in the restaurant would also be leased to Recupeto and the lessee, Recupeto, would have the option of purchasing the real estate and personal property for the agreed sum of $125,000. The lessee was to pay a monthly rental of $800 for the first three months and $1000 per month for the following nine months. The term of the proposed lease was one year. Other terms of the written agreement are not very clear but seem to provide that Recupeto would pay to Nathan J. Noveck for the defendant corporation the sum of $2500 on or before February 9, 1960, which amount the defendant’s treasurer acknowledged receiving and keeping for the defendant; an amount of $2500 on or before March 9, 1960; and an additional amount of $5000 within ninety days from the signing of the proposed lease agreement. The total of these three sums, $10,000, was to be held by the lessor only as security for the payment of rent and was to be applied toward the purchase price of $125,000, presumably if Recupeto exercised the option to purchase. The agreement further provided that all profits from rentals were to be credited to the lessor, the defendant corporation, and that the lessee could assign all rights acquired under the agreement to any corporation to be formed “to operate said business.” The agreement also contained the following clause: “(c) All conditions and obligations are made contingent upon the Liquor Control Commission granting a liquor license to said lessee.”

[69]*69There was no evidence that any formal lease agreement was ever entered into, nor any evidence of a formal sales agreement of Wright’s Restaurant. There was no evidence of the taking of any inventory of the liquor and food stock, referred to in the agreement, nor was there any evidence of the preparation of a list of articles of personal property, also referred to in the agreement.

On February 9, 1960, the defendant caused to be recorded in the office of the town clerk in the town of Plainville the following document.

“Town of Plainville
Plainville, Connecticut
Notice of Intention to Sell
Kramer-Noveck Corporation to Leonard J. Recupeto
Notice is hereby given, that Kramer-Noveck Corporation, a Connecticut corporation with its principal office in the City of Bristol, Hartford County in said State, intends to sell the restaurant business including the stock in trade (but not including fixtures) located at No. 290 Farm-ington Avenue, Plainville, Connecticut to Leonard J. Recupeto, of Farmington, Connecticut.
The purchase price of said business is Five Thousand Dollars, plus the amount for inventory of liquor supplies on hand, to be determined by appraisal at cost price. Said sale to become final upon approval of an application for a liquor permit by the buyer.
Creditors are notified to send all bills against said business to Francis Y. Tracy, Attorney at Law, 2 Riverside Avenue, Bristol, Connecticut.
This notice is filed to comply with the Bulk Sales Act of the State of Connecticut.
[70]*70Dated at Bristol, Connecticut.
February 8,1960
Kramer-Noveck Corporation by Francis V. Tracy
Its Attorney”

There was no evidence that the $5000 mentioned in the notice of intention to sell was ever paid. The provisions of the notice of intention to sell dated February 8, 1960, were inconsistent with the provisions of the agreement dated February 5, 1960. There was no evidence of the usual precautions taken by scriveners in reciting a transaction of this nature and considering the sums of money alleged to have been involved. Under these circumstances, the defendant claims it put Reeupeto and one Frank J. Valente in possession and control of Wright’s Restaurant business, henceforth disclaiming any participation whatever by it in the conduct of Wright’s Restaurant, although defendant’s treasurer, Noveck, testified that he was on the premises and knew what was going on.

On the same day, February 8,1960, the defendant corporation appointed the said Frank J. Valente manager and principal representative on the restaurant premises, vested full authority and control in Valente, and joined with Valente in applying to the liquor control commission for the appointment of Valente as substitute permittee for it for a period beginning February 8, 1960, and ending March 8, 1960. Valente was selected by Reeupeto to act as substitute permittee for the defendant with the consent of the defendant, and Valente was also the choice of Recupeto’s alleged designee, H. & L., Inc., in the purported application for a new permit, applied for pursuant to the original agreement of February 5, 1960. This application for a new liquor [71]*71permit was withdrawn at a later date when the entire plan collapsed.

Wright’s Restaurant is well known in the Farm-ington, Bristol, Newington and Hartford areas. On February 16, 1960, the plaintiff: received an order from a Hartford advertising agency to do certain printing for Wright’s Supper Club, a restaurant on route 10, the college highway, Plainville, Connecticut, with instructions to deliver this printing to Wright’s Restaurant. The order was for 2000 table cards and 2000 notification cards.

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Bluebook (online)
1 Conn. Cir. Ct. 66, 22 Conn. Supp. 420, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ace-printery-inc-v-kramer-novack-corp-connappct-1961.