Case Study of Bartomeli v. Bartomeli 783 A.

2d 1050
Uploaded by rapp2043 on Feb 10, 2009
Thomas Bartomeli (hereinafter the plaintiff) joined his brother Raymond Bartomel
i (hereinafter the defendant) in founding a construction company. In 1983 the tw
o brothers incorporated the company; however the Plaintiff never owned shares in
the company. Both parties contributed individual assets to the company and join
tly signed notes to acquire certain equipment that was stored on the Plaintiffs p
roperty. In 1991 the Defendant became dissatisfied with the Plaintiffs work perfo
rmance and decided the Plaintiff should be removed as secretary of the corporati
on. Months later the Plaintiff made a request to have a blank check entrusted to
him from the companys secretary. When the Defendant became aware of the Plaintif
fs request, he terminated the Plaintiffs employment with the company. The Plaintif
f then attempted to reach palatable terms between both him and the Defendant as
to a division of company assets, but an agreement could not be reached. The Plai
ntiff then filed suit against the company for breach of contract of partnership.
Issue of Law
Is there sufficient evidence to conclude that the corporation owes a duty to the
Plaintiff to extend a division of assets from the company to the Plaintiff?
In what capacity did the two parties serve together within the corporation for w
hich the Plaintiffs employment was terminated?
Is there sufficient evidence to show the Defendant was liable in breaching any c
ontract for which the Plaintiff alleges?
Rule of Law
1. Pleadings have their place in our system of jurisprudence. While they are not
held to the strict and artificial standard that once prevailed, we still cling t
o the belief, even in these iconoclastic days, that no orderly administration of
justice is possible without them The purpose of the complaint is to limit the is
sues to be decided at the trial of the case and is calculated to prevent surpris
e.
2. A Plaintiff may not allege one cause of action and then recover on another. Fa
cts found but not averred cannot be the basis for recovery.
3. [T]o form a contract, generally there must be a bargain in which there is a ma
nifestation of mutual assent to the exchange between two or more parties.
4. [The] agreement must be definite and certain as to its terms and requirements.
... [It] requires a clear and definite promise.... A court may, however, enfor
ce an agreement if the missing terms can be ascertained, either from the express
terms or by fair implication.... Thus, an agreement, previously unenforceable b
ecause of its indefiniteness, may become binding if the promise on one side of t
he agreement is made definite by its complete or partial performance.
5. The principle that a plaintiff may rely only upon what he has alleged is basic
.... It is fundamental in our law that the right of a plaintiff to recover is l
imited to the allegations of his complaint.
Analysis
The facts surrounding this case study stem from the action Bartomeli v. Bartomel
i, brought forth in 2001 and are asserted in this forthcoming analysis, as with
the aforementioned factual summary.

First, it is necessary to recognize who all of the Defendants are within this ac
tion. Pursuant to the Complaint filed by the Defendant, the Plaintiffs were set
forth to be as follows: Raymond A. Bartomeli and the Bartomeli Company, Inc.. Ho
wever, only one Defendant was alleged to have breached contract in the Complaint
; the Plaintiffs brother, Raymond Bartomeli. Because the Plaintiff only asserted
the Defendant (Raymond) as the party who breached contract, the Plaintiff must r
ely on what he has alleged within the text of his Complaint and not on what he m
eant to allege.
The principle that a plaintiff may rely only upon what he has alleged is basic...
. It is fundamental in our law that the right of a plaintiff to recover is limi
ted to the allegations of his complaint. In the American system of laws A Plainti
ff may not allege one cause of action and then recover on another. Facts found b
ut not averred cannot be the basis for recovery. This is because the purpose of t
he complaint is to limit the issues to be decided at the trial of the case and i
s calculated to prevent surprise. Therefore, the appellate courts decision that t
he Plaintiff could not recover a division of assets from the corporation was sou
nd and rooted in the stare decisis of state law.
Second, the Plaintiff alleged in his Complaint that he considered himself to be
a partner within the corporation. Upon his employment termination he proceeded t
o request Defendant to divide the assets that he had contributed to the company
based from this belief. However, the Defendant countered that the company could
not be both a partnership and a corporation. Even so, this does not indicate th
at there was no partnership contract by which a de facto partnership might have
been established. [T]o form a contract, generally there must be a bargain in whic
h there is a manifestation of mutual assent to the exchange between two or more
parties. When the Plaintiff contributed personal assets in the form of equipmen
t to the company, the Plaintiff guaranteed notes for the purchase of company equ
ipment, and the Defendant introduced the Plaintiff as a partner in the company,
there was, in fact a de facto partnership agreement present.
[The] agreement must be definite and certain as to its terms and requirements....
[It] requires a clear and definite promise.... A court may, however, enforce
an agreement if the missing terms can be ascertained, either from the express te
rms or by fair implication.... Thus, an agreement, previously unenforceable beca
use of its indefiniteness, may become binding if the promise on one side of the
agreement is made definite by its complete or partial performance. In this case
their were terms that could be ascertained through primarily fair implication, b
ut the expressed term that the Defendant introduced the Plaintiff as a partner a
s well is quite clear. It therefore seems that the appellate court was legally s
ound when it made its determination that the Defendant had broken a contractual
partnership agreement as a result of the de facto partnership contract (not an a
ctual partnership capacity held, but rather a contract) being implied.
Conclusion
The Defendant appealed the trial courts decision for the Plaintiff, prefa
cing that the corporation could not be held liable, there was no partnership agr
eement, no breach of any contractual agreement, and therefore no division of ass
ets to be legally necessary. However, no other conclusion can be generated with
a legally sound basis other than that of the appeals court: (1) the Plaintiff fa
iled to allege that the corporation was liable in his Complaint; (2) there was a
de facto partnership contract and thus a breach of contract was present; (3) a
division of assets is not proper when it comes from the corporation, as there is
no alleged Complaint against that entity within the aforementioned pleading.
Endnotes

Geary v. Wentworth Laboratories, Inc., 60 Conn.App. 622, 627-28, 760 A.2d 969
(2000).General Statutes 34-301(5), defines partnership as an association of two o
r more persons to carry on as co-owners a business for profit....
Wright v. Hutt, supra, 50 Conn.App. at 449, 718 A.2d 969.
See 783 A.2d 1050, 65 Conn.App. 408.
Wright v. Hutt, supra, 50 Conn.App. at 449, 718 A.2d 969.
Moore v. Sergi, supra, at 841-42, 664 A.2d 795.
Wright v. Hutt, 50 Conn.App. 439, 449, 718 A.2d 969, cert. dend, 247 Conn. 939,
723 A.2d 320 (1998).
see Karanian v. Maulucci, 185 Conn. 320, 323-24, 440 A.2d 959 (1981).
see Restatement (Second), Contracts 1(c), 15, 19 (Tent.Dr.1964); 1 Williston, C
ontracts (1957) 18, 22; see also Hoffman v. Fidelity & Casualty Co., 125 Conn
. 440, 444, 6 A.2d 357 (1939); Clark v. Diefendorf, 109 Conn. 507, 510, 147 A. 3
3 (1929).
Geary v. Wentworth Laboratories, Inc., 60 Conn.App. 622, 627-28, 760 A.2d 969
(2000).General Statutes 34-301(5), defines partnership as an association of two o
r more persons to carry on as co-owners a business for profit....
Submitted by : rapp2043
Date Submitted : 02/10/2009
Category : Law
Views : 1976