August 23, 2005
CORPORATIONS-REPRESENTATION BY NON-ATTORNEY OFFICER OR EMPLOYEE IN COURT
By: George Coppolo, Chief Attorney
You asked whether a corporation may designate a non-attorney employee, officer, or board member to represent it in Superior Court. Our office is not authorized to give legal opinions and this report should not be considered one.
The Connecticut Appellate Court has ruled that a non-attorney may not represent a corporation in Superior Court, even if he is a principal shareholder (Triton Associates v. Six New Corporations, 14 Conn. App. 172, cert denied, 208 Conn. 806 (1988)). It has also ruled that a general partner, who is a non-attorney, may not appear on behalf of a partnership in Superior Court (Expressway Associates II v. Friendly Ice Cream Corporation of Connecticut, 34 Conn. App. 543, cert. denied, 230 Conn. 915 (1994)).
The reasoning behind the Triton ruling appears to be that a corporation is a separate legal entity, and thus the statutory provision (1) authorizing people to represent themselves in court would not apply to corporations because the corporation officer, employee, or shareholder purporting to represent the corporation would be representing a separate and distinct legal entity and not himself; and (2) prohibiting non-attorneys from representing others in court would apply (see CGS § 51-88).
Likewise, the U.S. Supreme Court has ruled that corporations may appear in the federal courts only through licensed counsel (Rowland v. California Men's Colony, 506 U.S. 194 (1993)), and courts in other states have also ruled this way (8 ALR 5th 653).
There is at least one exception to this rule in Connecticut. Section 24-11 of the Superior Court Rules explicitly allows a corporate officer or manager to represent the corporation in small claims court. One Superior Court case held that the president and sole stockholder of a corporation could represent the corporation in a case that originated in small claims court but was transferred to the Superior Court regular docket by the opposing party (Margaret Mauder Associates, Inc. v. A-Copy, Inc., 40 Conn. Supp. 361 (1985)). In a subsequent case, the Appellate Court declined to approve or disapprove the reasoning or conclusion of this case (Triton Associates v. Six New Corporations, supra at page 176). Because a Superior Court decision is not binding on other parties, it is not clear whether other courts will reach the same conclusion as the A-Copy court did.
Courts in some other states have allowed the sole shareholder of a corporation to represent it in court cases that did not originate in small claims court (Willapa Trading Co. v. Muscanto, Inc., 45 Wash App 779, (1986)). Because Connecticut courts have not addressed this precise issue it is not clear whether, or under what circumstances, they would permit this.