THOMAS BRENNAN v. BRENNAN ASSOCIATES et al., SC 19116/19150

Judicial District of Waterbury

 Partnerships; Whether Court Properly Determined Date of Dissociation; Whether Dissociated Partner Properly Awarded Interest Under General Statutes § 34-362 (b); Whether Attorney’s Fees for Dissociation Litigation Should Have Been Considered in Calculating Partnership’s Liabilities; Whether Plaintiff Entitled to General Statutes § 52-192a Offer of Compromise Interest.  The plaintiff brought this action pursuant to General Statutes § 34-362, seeking payment for his interest in a partnership from which he had been judicially dissociated.  The parties disagreed as to the date of dissociation to be used by the trial court in valuing the plaintiff's interest.  The plaintiff claimed that it was September 27, 2006, the date of the judgment in the dissociation action.  The defendants argued that it was August 18, 2009, the date the Supreme Court affirmed the dissociation judgment, claiming they were prevented from enforcing the judgment in that action due to the appellate stay and because the plaintiff continued to participate in the partnership during the stay.  The trial court found that the date of dissociation was September 27, 2006, and it rejected the defendants' claim that the plaintiff's partnership interest was subject to a setoff because his dissociation caused the partnership damages in the form of liability for attorney’s fees incurred in the dissociation action.  The court rendered judgment for the plaintiff for $6,937,600 together with statutory interest at a rate of eight percent annually commencing September 27, 2006.  While the court noted that the plaintiff had wrongfully dissociated from the partnership, and that a wrongfully dissociating partner is generally not entitled to payment for his share prior to the expiration of the partnership’s term, it found that the plaintiff was entitled to payment before the January 1, 2016 end of the partnership term here because earlier payment would not cause “undue hardship to the business of the partnership” as contemplated by General Statutes § 34-362 (h). These are the defendants’ and the plaintiff’s appeals from the trial court’s judgment.  The defendants claim the court wrongly determined that the date of dissociation was September 27, 2006 and wrongly rejected their claim that the costs and attorney’s fees caused by the plaintiff’s wrongful dissociation should be included in calculating the partnership’s liabilities.  The defendants also argue that the court erred in awarding interest on the judgment where they claim that the statutory scheme does not provide for such an award to a partner who wrongfully dissociates from a partnership of a definite term.  With his appeal, the plaintiff claims the trial court erred in denying him offer of compromise interest on determining that this action was neither an action based upon a contract nor one seeking "money damages" as contemplated by General Statutes § 52-192a (a).