## Facts

- Brian Sheridan and others leased commercial property at 25 Perry Avenue in Norwalk and operated a nightclub under a one-year lease beginning October 10, 1986.
- Dorothy Imhoff and James Desmond, Sr. owned 25 Perry Avenue as tenants in common; Imhoff authorized Desmond to manage the property and did not take part in day-to-day operations.
- Desmond separately owned an adjoining lot at 41 Perry Avenue; Imhoff had no ownership interest in that lot.
- During construction on 41 Perry Avenue, a trench was dug that blocked the nightclub’s rear fire-exit doors.
- The fire marshal ordered the club closed for a fire code violation caused by the blocked exits.
- After the trench was filled, the fire marshal permitted reopening, but Desmond then erected barriers on 41 Perry Avenue that again blocked the fire exits.
- The tenants obtained an injunction against Desmond; the barriers were removed, the club reopened on November 4, 1989, and the tenants vacated in December 1989.
- After Desmond’s death and withdrawal of claims against his estate, the tenants proceeded against Imhoff on four counts: intentional/malicious interference with business, breach of quiet enjoyment, CUTPA, and unlawful withholding of a security deposit.
- A jury returned a general verdict for plaintiffs for $44,000; the trial court denied Imhoff’s motion for a directed verdict asserting lack of proof tying Desmond’s torts to partnership business or authority under General Statutes § 34-51.

## Issues

1. Whether Imhoff could be held liable under General Statutes § 34-51 for Desmond’s tortious conduct without proof it occurred in the ordinary course of the co-ownership’s business or was authorized or ratified by Imhoff.
2. Whether the general verdict rule required affirmance despite potential error as to some counts, and whether the security-deposit claim could be treated separately from the tort-based counts.

## Decision

- The appellate court held the trial court should have granted a directed verdict for Imhoff on the first three counts (intentional/malicious interference, quiet enjoyment, and CUTPA).
- The court concluded plaintiffs failed to prove Desmond’s conduct was in the ordinary course of the partnership business or authorized/ratified by Imhoff as required for vicarious liability.
- The judgment was affirmed as to the fourth count for wrongful withholding of the security deposit.
- The case was reversed in part and affirmed in part, notwithstanding a general verdict, because the security-deposit claim was separable from the other counts.

## Legal Principles

- A partner is vicariously liable for another partner’s torts only when the tort occurs in the ordinary course of the partnership’s business or the tortfeasor acts with authority of the other partner(s) (General Statutes § 34-51).
- Authority to “manage” partnership property carries ordinary business powers but does not, without proof, extend to intentional torts outside routine partnership activity.
- Apparent authority requires a reasonable basis to believe the agent’s specific conduct is within the scope of authority; extreme intentional misconduct is not presumed authorized by a co-owner’s managerial delegation.
- Ratification requires adoption of an act done on the principal’s account; failure to prevent misconduct, without proof of adoption or benefit, does not establish ratification.
- Under the general verdict rule, a general verdict may be sustained if any independent ground supports it; however, separable claims may permit affirmance on one count and reversal on others.

## Conclusion

The court limited vicarious liability among co-owners by requiring proof that a co-owner’s intentional torts were undertaken in the ordinary course of the ownership business or were authorized or ratified; because that proof was lacking, the judgment was reversed on the tort and CUTPA counts but affirmed on the discrete security-deposit claim.


Sheridan v. Desmond, 697 A.2d 1162 (Conn. App. Ct. 1997)