Doublewal Corp. v. Toffolon

488 A.2d 444, 195 Conn. 384, 1985 Conn. LEXIS 696
CourtSupreme Court of Connecticut
DecidedMarch 5, 1985
Docket12469; 12470
StatusPublished
Cited by84 cases

This text of 488 A.2d 444 (Doublewal Corp. v. Toffolon) is published on Counsel Stack Legal Research, covering Supreme Court of Connecticut primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Doublewal Corp. v. Toffolon, 488 A.2d 444, 195 Conn. 384, 1985 Conn. LEXIS 696 (Colo. 1985).

Opinion

Peters, C. J.

The dispositive issue on these appeals is whether the orders issued by the trial court in response to the plaintiffs’ applications for temporary injunctions constitute final judgments that are ripe for appellate review. Because we conclude that they are not final judgments, we dismiss the appeals. General Statutes § 52-263; Practice Book § 3000.

The present litigation arises out of disputes concerning the control and management of several interrelated family corporations. In the first case, the plaintiffs are the Doublewal Corporation and Roger L. Toffolon, its president and treasurer. In the second case, the plaintiffs are the White Oak Transportation Corporation, Roger L. Toffolon, its vice-president and secretary, and Marc R. Toffolon, one of its directors. The complaints in both cases accuse the defendants, Barbara Toffolon, John E. Toffolon, Jr., and Penley Toffolon, of wrongful interference with the corporations’ duly authorized officers by the improper call of shareholders’ and directors’ meetings, the improper election of corporate directors and other conduct disruptive of the corporations’ business activities. The plaintiffs sought injunctive and declaratory relief, and urged that the corporations be dissolved. Throughout the litigation, the two cases have been tried together.

[386]*386A brief factual recital is helpful to an understanding of the procedural issues that we must resolve. The plaintiff corporations are two of seven related family-corporations that were jointly operated by John E. Toffolon, Sr., and his brother, the plaintiff Roger L. Toffolon, until John Toffolon, Sr., died on February 21, 1982. John Toffolon, Sr., was survived by his wife, Barbara Toffolon, who became the executrix of his estate, by his son, John, Jr., and by his daughter, Penley. Five of the corporations had buy-sell agreements allowing the surviving brother to operate and control the corporations, but the two corporations involved in the present litigation did not.

After the death of John E. Toffolon, Sr., Roger L. Toffolon took exclusive control of the plaintiff corporations. Running them as if they were his sole proprietorships, he held no directors’ meetings, released no fiscal information, and rebuffed the efforts of John E. Toffolon, Sr.’s executrix and heirs to participate in their management.

Faced with Roger L. Toffolon’s intransigence, Barbara Toffolon, as executrix of the estate of John E. Toffolon, Sr., asked Roger Toffolon to call meetings of the shareholders of the plaintiff corporations. When he did not do so, she herself sent out notices calling for meetings to be held, not in Plainville, Connecticut, where the corporations had their principal place of business, but in New York City, at the offices of her attorneys.1 Although Roger L. Toffolon received the notices, he did not attend. In his absence, meetings were held, as noticed, to elect new officers and directors for both corporations.

[387]*387Since Roger Toffolon did not acquiesce in the actions taken at the New York meetings, the plaintiff corporations became subject to the conflicting instructions of management-by their “Connecticut boards” and their “New York boards.” It was to resolve these conflicts that the present litigation was instituted.

When the plaintiffs filed their complaints, they simultaneously filed applications for ex parte restraining orders and for temporary injunctions in each case. The trial court, Barall, J., immediately issued the requested temporary restraining orders prohibiting the defendants (the “New York boards”) from holding themselves out as directors and officers of the corporations. A hearing on the requested temporary injunctions was held several months later, at a time when the pleadings were not yet closed;2 see Home Oil Co. v. Todd, 195 Conn. 333, 342, 487 A.2d 1095 (1985); and no pretrial discovery had taken place. The trial court, Ripley, J., denied the plaintiffs’ applications for injunctive relief in a memorandum of decision filed February 15, 1984.

In its memorandum of decision, designated by the trial court as addressing the plaintiffs’ “applications for temporary injunctions,” the court made several [388]*388determinations. The court validated the actions of the “New York boards,” finding expressly that “Barbara Toffolon was authorized to call for a meeting, the location was in accord with the by-laws, and further . . . as executrix of the estate of John Toffolon, she was entitled to vote the shares as she did, together with others of her persuasion, to elect the officers and directors as reported by the minutes of those two meetings.” On this basis, the court ruled that “the application for a temporary and permanent injunction is denied.” The court declined to rule, for the time being, either on the plaintiffs’ claims that the corporations be dissolved and wound up, or on the defendants’ applications, in their counterclaims, that the corporations be placed in the hands of a receiver.

The trial court issued its orders on the applications for temporary injunctions in the form of judgments that recited that the actions taken by the “New York boards” were valid and legal, but that the claims for winding up and dissolution were premature. The judgments then stated, in each case, “that a permanent injunction be denied.” When the plaintiffs took appeals from these judgments, the trial court denied postjudgment motions by the defendants seeking to lift the stays that normally attend appellate proceedings,3 thus leaving the “Connecticut boards” in control during the pendency of the appeals.

In our review of these appeals, we must first decide whether the trial court’s orders constituted final judgments, since we ordinarily lack the jurisdiction to hear interlocutory appeals.4 General Statutes § 52-263; Prac[389]*389tice Book § 3000. Neither side disputes the general principle that, in the absence of statutory exceptions that are not presently relevant,5 decisions either granting or denying temporary injunctions are not final judgments and are therefore not immediately appealable. Board of Education v. Shelton Education Assn., 173 Conn. 81, 88, 376 A.2d 1080 (1977); Olcott v. Pendleton, 128 Conn. 292, 295, 22 A.2d 633 (1941). The question before us is whether the form or the content of the trial court’s orders in these cases removes these appeals from the general rule.

The plaintiffs advance several arguments in support of their position that these appeals are properly here. In broad outline, these arguments break down into two components. First, the plaintiffs argue that the trial court, without regard to its orders denying them injunctive relief, rendered declaratory judgments finally adjudicating the status of the corporations’ directors and officers pursuant to General Statutes § 33-315 (a). The trial court has therefore finally disposed of all of the issues that pertain to counts one, two, three, four, six and seven of their complaints, and the plaintiffs are entitled to appeal these adverse rulings pursuant to Practice Book § 3001.6

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Bluebook (online)
488 A.2d 444, 195 Conn. 384, 1985 Conn. LEXIS 696, Counsel Stack Legal Research, https://law.counselstack.com/opinion/doublewal-corp-v-toffolon-conn-1985.