SC 18309

Judicial District of Fairfield at Bridgeport


      Employment; Wages; Limited Liability Companies; Whether Trial Court Properly Awarded Double Wages under General Statutes § 31-72 to Individual who was Director and Shareholder of Company; Whether Trial Court Properly Dissolved Company on the Ground that it was not Reasonably Practicable for it to Carry on its Business.  In 1986, Burton Firtel, the founder and sole owner of Adco Medical Supplies, Inc., entered into an agreement with Barry Saunders whereby Saunders obtained a 49% shareholder interest in Adco while Firtel retained a controlling 51% interest.  Thereafter, Saunders and Firtel formed Barbur Associates, LLC, with each owning a 50% interest.  Barbur became the owner of the property on which Adco conducted its business, with Adco paying rent annually to Barbur under a lease agreement.  After Saunders had run the day-to-day operations of Adco for a number of years, his relationship with Firtel deteriorated.  In 2004, Firtel terminated Saunders' association with Adco.  Saunders then initiated two actions in which he sought, among other things, the dissolution of Barbur as well as compensation that he claimed was owed to him by Adco for work performed in 2004.  The trial court found that under the terms of the 1986 agreement, Saunders was entitled to be compensated for the work that he had done in 2004 as an Adco employee.  The court further opined that because Adco had wilfully refused to pay Saunders what it owed him, he was entitled to twice the full amount of such compensation pursuant to General Statutes § 31-72, which provides in part that "[w]hen any employer fails to pay an employee wages in accordance with the provisions of sections 31-71a to 31-71i . . . such employee . . . may recover, in a civil action, twice the full amount of such wages . . . ."  With regard to Saunders' claim that Babur should be dissolved, the court found that after Firtel terminated Saunders' association with Adco, Firtel took some actions, including the unilateral reduction to below fair market value of the rent that Adco paid to Barbur, that made it not reasonably practicable for Barbur to carry on its business.  Accordingly, it ordered that the company be dissolved.  In this appeal, the defendants maintain that the trial court improperly ordered the payment of double wages to Saunders pursuant to § 31-72 because that statute was intended to protect wage earners, not individuals, such as Saunders, who have held administrative positions.  They also argue, among other things, that the court should not have dissolved Barbur because the company is currently able to function properly, and there is no indication that it will not be able to do so in the future.