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****************************************************** The ``officially released'' date that appears near the beginning of each opinion is the date the opinion will be published in the Connecticut Law Journal or the date it was released as a slip opinion. The operative date for the beginning of all time periods for filing postopinion motions and petitions for certification is the ``officially released'' date appearing in the opinion. In no event will any such motions be accepted before the ``officially released'' date. All opinions are subject to modification and technical correction prior to official publication in the Connecticut Reports and Connecticut Appellate Reports. In the event of discrepancies between the electronic version of an opinion and the print version appearing in the Connecticut Law Journal and subsequently in the Connecticut Reports or Connecticut Appellate Reports, the latest print version is to be considered authoritative. The syllabus and procedural history accompanying the opinion as it appears on the Commission on Official Legal Publications Electronic Bulletin Board Service and in the Connecticut Law Journal and bound volumes of official reports are copyrighted by the Secretary of the State, State of Connecticut, and may not be reproduced and distributed without the express written permission of the Commission on Official Legal Publications, Judicial Branch, State of Connecticut. ****************************************************** AMERICAN HERITAGE AGENCY, INC., ET AL. v. RITA GELINAS ET AL. (AC 19854)
Foti, Spear and Dranginis, Js. Argued January 8--officially released April 10, 2001 Counsel

Louis I. Parley, for the appellant (named defendant). Andrea A. Hewitt, with whom was John M. Wolfson, for the appellees (plaintiffs).
Opinion

FOTI, J. The defendant Rita Gelinas1 appeals from the judgment rendered in favor of the plaintiffs, American Heritage Agency, Inc., and William Gelinas,2 after a trial to the court. On appeal, the defendant claims that the trial court improperly (1) found that the plaintiff was the sole owner of American Heritage Agency, Inc., (2) concluded that the plaintiff's exhibit 6A, which consisted of certain minutes of a shareholders' and directors' meeting, was an authentic document, (3) rendered judgment in favor of the plaintiff despite the plaintiff's unclean hands, (4) concluded that the defendant was not the sole owner of American Heritage Agency, Inc.,

and (5) disqualified attorney Mark Rosenblit from representing the defendant. We affirm the judgment of the trial court. The court reasonably could have found the following facts. Prior to his marriage and while still in high school, the plaintiff worked with his father in Putnam for his family's catering business, American Heritage Agency. The plaintiff served in the Korean War and, upon his return, discovered that his mother had sold the family's catering business. In 1954, the plaintiff married the defendant. Between 1954 and 1963, both parties worked. The plaintiff taught school during the day and worked nights for a railroad. The defendant worked as a secretary for a local manufacturer. Prior to 1963, the parties engaged in several business endeavors together that involved buying property from which they derived rental income. In 1963, the parties decided to focus their careers on a wedding catering venture, which encompassed everything from the invitations to planning vacations. The parties also continued to manage their rental properties. That same year, the parties formed a corporation called Bee Gee's, Inc., as an umbrella for their activities.3 The plaintiff had his attorney, F. Owen Egan, prepare the corporate papers that were filed with the secretary of state on September 3, 1963. The corporate papers listed the plaintiff as president and treasurer, the defendant as vice president and secretary, and Egan as assistant treasurer. The defendant operated the office while the plaintiff brought in business and made property acquisitions. Between 1963 and 1970, the parties started to refer to the corporation as American Heritage Agency and later changed the name of the corporation from Bee Gee's, Inc., to American Heritage Agency, Inc., in 1970. The parties expanded the corporation to include a travel agency and other businesses such as a school lunch program caterer in East Hartford and a Sealtest distributorship. In 1970, when the parties amended the certificate of incorporation changing the corporate name from Bee Gee's, Inc., to American Heritage Agency, Inc., they failed to file a certificate of dissolution for Bee Gee's, Inc., with the secretary of state's office. In 1979, the publishers of American Heritage books threatened to sue American Heritage Agency, Inc., over the use of its name. In response to that threat, the plaintiff asked attorney Eddie Zyko to set up a new corporation called Heritage Windjammer, Inc. Additionally, the plaintiff took back the name Bee Gee's, Inc., in place of the name American Heritage Agency, Inc.4 Nevertheless, once the plaintiff's attorney advised him that he could resume using the name American Heritage Agency, he filed the dissolution papers for Bee Gee's, Inc., on

December 20, 1979. Between 1979 and 1989, the corporate names Heritage Windjammer, Inc., and American Heritage Agency, without the ``Inc.,'' were used together. The names were listed together on letterhead and income tax returns. In 1980, by corporate resolution, Heritage Windjammer, Inc., changed its name back to American Heritage Agency, Inc. In 1989, the name of the corporation was changed from Heritage Windjammer, Inc., to American Heritage Agency, Inc.5 Over the years, the parties amassed a total of twentyseven pieces of real property located in Connecticut and New Jersey. The properties were valued in excess of $7 million and generated annual income of up to $500,000. Sometime between 1978 and 1979, the parties experienced marital difficulties when the defendant became aware that the plaintiff was involved in an extramarital relationship. The parties remained married, however, and continued their business relationship. In 1992, the plaintiff discovered that he had colon cancer. He was quite ill and thought that he was going to die. As a result, in 1992, he transferred all of his property interests to the defendant. He would not have divested himself of his property interests if he did not believe that he was dying. In December, 1992, the parties mutually agreed on a divorce. After the divorce, however, the parties continued to live together under the same arrangement that they had prior to the divorce and after suffering marital difficulties in the late 1970s. On August 18, 1993, the defendant executed her last will and testament, which left everything to the plaintiff. The parties continued to live together until 1995, when the defendant locked the plaintiff out of the family home and the business office of American Heritage Agency, Inc. The defendant told the plaintiff that he did not die as expected and that she could not stand him any longer. After she locked the plaintiff out of their home and office, the defendant received notice that one of the New Jersey properties was experiencing financial difficulties and that a bankruptcy proceeding was looming. The defendant contacted attorney Ronald Glick, who had handled a previous bankruptcy proceeding for the parties in New Jersey. In August or September, 1995, Glick took on representation of American Heritage Agency, Inc., at the defendant's request. The defendant told Glick that she owned American Heritage Agency, Inc. Prior to 1995, Glick had dealt with either the plaintiff or Brenda McLean, a part-time worker whose job was to find tenants for the property. Because the defendant had locked the plaintiff out of the home and the business office, the plaintiff no longer had access to documents concerning the various corporate entities that he had arranged. The plaintiff

brought the present action on behalf of himself and American Heritage Agency, Inc., when the defendant began holding herself out as the sole owner of American Heritage Agency, Inc. From its inception, the parties used American Heritage Agency, Inc., as a vehicle for receiving and disbursing income from their property management activities. The parties placed money into American Heritage Agency, Inc., to pay salaries associated with their business activities. Documents evidencing ownership of American Heritage Agency, Inc., include minutes of a shareholders' and directors' meeting dated March 1, 1989, minutes of a special meeting of the shareholders dated October 5, 1995, and resolutions of the board of directors dated October 6, 1995. Over the years, the defendant had not objected to the corporations that the plaintiff formed or to the fact that he was the sole owner of those corporations. She did not object because their money was not in the corporations, but, rather, it was in the properties that they owned jointly and individually. The defendant submitted only one document in support of her alleged ownership of American Heritage Agency, Inc. That document was in the form of minutes of a special meeting of the shareholders of American Heritage Agency, Inc., electing herself as a director and making herself the sole shareholder. Only the defendant had signed the minutes of the October 6, 1995 meeting. No other documentation supported the defendant's representation as to her sole ownership of American Heritage Agency, Inc. On the basis of those facts, the court concluded that the plaintiff was the sole owner of American Heritage Agency, Inc. Thereafter, the court enjoined the defendant from holding herself out to be either an officer or director of American Heritage Agency, Inc., and from exercising or purporting to exercise any control over American Heritage Agency, Inc., its proceeds, funds or assets. The court further ordered that the defendant render a full and accurate accounting of American Heritage Agency, Inc., for the period of time in which she exercised or purported to exercise control over it. Additional facts will be provided as needed. I The defendant claims that the record does not support the court's conclusion that the plaintiff was the sole owner of American Heritage Agency, Inc. We disagree. ``Our analysis begins with the appropriate standard of review. We have long held that a finding of fact is reversed only when it is clearly erroneous. See, e.g., Poulos v. Pfizer, Inc., 244 Conn. 598, 616, 711 A.2d 688 (1998). A factual finding is clearly erroneous when it is not supported by any evidence in the record or when

is left with the definite and firm conviction that a mistake has been made. Id. Simply put, we give great deference to the findings of the trial court because of its function to weigh and interpret the evidence before it and to pass upon the credibility of witnesses.'' (Internal quotation marks omitted.) Hartford Electric Supply Co. v. Allen-Bradley Co., 250 Conn. 334, 345

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