Beverly Hills Concepts, Inc. v. Schatz & Schatz, Ribicoff & Kotkin

*50 Opinion

The principal issue in this appeal is the proper method for calculating damages for the destruction of a nascent business. We conclude that: (1) unestablished enterprises must be permitted to recover damages for legal malpractice and that a flexible approach in determining those damages generally is appropriate; (2) lost profits for a reasonable period of time may serve as an appropriate measure of damages under certain circumstances; and (3) the plaintiff bears the burden of proving lost profits to a reasonable certainty. As applied to the facts of this case, however, we conclude that the plaintiff has not sustained its burden of proof regarding damages.

This appeal arises from a malpractice action brought by Beverly Hills Concepts, Inc. (plaintiff)1 against the named defendant, the law firm, Schatz and Schatz, Ribicoff and Kotkin (Schatz & Schatz), and the individual defendants, attorneys Stanford Goldman, Ira Dansky and Jane Seidl. In its complaint, dated November 2, 1989, the plaintiff alleged legal malpractice (first count), breach of contract (second count), intentional misrepresentation (third and fifth counts), negligent misrepresentation (fourth count), breach of fiduciary duty (sixth count), breach of the covenant of good faith and fair dealing (seventh count), and violation of the Connecticut Unfair Trade Practices Act (CUTPA), General Statutes § 42-110a et seq. (eighth count).2 On January 27, *511997, following a trial to the court, Hon. Robert J. Hale, judge trial referee, rendered judgment for the plaintiff on the first, second, fourth, sixth and seventh counts, and for the defendants on the third, fifth and eighth counts. The trial court awarded the plaintiff damages in the amount of $15,931,289.

On February 6, 1997, the defendants filed a motion to reargue and/or open or set aside the judgment, for a new trial, and/or for judgment, which the trial court denied. The defendants also filed, on June 17, 1997, a motion for articulation, which the trial court, likewise, denied.

The defendants appealed the judgment to the Appellate Court. The plaintiff filed a cross appeal,3 challenging the trial court’s rejection of the CUTPA claim. We transferred the appeal and the cross appeal to this court pursuant to Practice Book (Rev. 1998) § 65-1, formerly § 4023, and General Statutes § 51-199 (c).4

The trier of fact reasonably could have found the following facts. Charles Remington, Wayne Steidle, and Jeannie Leitao, incorporated the plaintiff as a Massachusetts corporation in April, 1987. They sold fitness equipment with a distinctive color scheme and logo, as well as a plan for operating a fitness club for women. The plaintiffs system included everything an owner would need to run a club, including equipment, training, sales and marketing support, and advertising and promotional materials. The plaintiff incoiporated in Connecticut on August 17, 1987, and opened a corporate headquarters in Rocky Hill. From its Rocky Hill headquarters, the plaintiff licensed purchasers to use its *52concept, and sold distributorships to investors who gained the exclusive right to sell the plaintiffs products and to sublicense its name within a regional territory.

In October, 1987, prompted by a legal problem regarding the plaintiffs trademark in California, Leitao contacted the law firm of Schatz & Schatz. On October 28, 1987, the plaintiff met with Goldman, a partner at Schatz & Schatz, and Seidl, an associate in the firm. Leitao advised them that she recently had filed a trademark application for the name “Beverly Hills Concepts” in Washington, D.C. Goldman assumed incorrectly that this meant that the plaintiff had a “federally registered trademark,” which would have alleviated the need to register as a “business opportunity” pursuant to the Connecticut Business Opportunity Investment Act (act). General Statutes (Rev. to 1987) § 36-503 et seq.5 He told Leitao that Schatz & Schatz possessed expertise in the field of franchising, and that the firm was well qualified to handle the plaintiffs legal affairs. Goldman also said that he would be involved personally in the firm’s representation of the plaintiff.

In fact, beginning in late 1987, Goldman turned the plaintiffs file over to Seidl, a junior associate, and Ira Dansky, a “contract” lawyer not yet admitted to the Connecticut bar. Neither Seidl nor Dansky possessed expertise in the law of franchising and business opportunities. Schatz & Schatz billing records revealed that Goldman spent only about two hours on the plaintiffs matter between December, 1987, and June, 1988.

Before turning the plaintiffs file over to Seidl, Goldman visited the plaintiffs headquarters in Rocky Hill *53and examined its distributorship and licensing agreements and promotional materials. Despite the plaintiffs request for guidelines regarding the sale of its equipment and “system” pending its franchise registration, Schatz & Schatz failed to advise the plaintiff that it was violating the act by selling fitness club packages without first registering with the state banking commissioner. Rather, after analyzing the plaintiffs documents, Goldman told Remington that the question of whether the plaintiff was offering business opportunities within the meaning of the act was a “gray area” of the law.

Recognizing that the plaintiff would need financial statements in order to file its franchise documents, Schatz & Schatz referred the plaintiff to the accounting firm of Coopers and Lybrand (Coopers). Schatz & Schatz advised Coopers, however, only of the financial statements required under federal law. It failed to inform Coopers of the requirements of the act.

In the winter of 1987-88, Seidl began drafting the plaintiffs franchise documents. On February 8, 1988, another Schatz & Schatz associate, who had been assigned the task of researching the franchise registration requirements of fourteen states, including Connecticut, informed Seidl that the plaintiff was not exempt from the registration requirements of the act. That same day, Schatz & Schatz contacted the plaintiffs Washington, D.C., trademark attorney, who confirmed that the plaintiffs trademark application was pending, and that no federal registration had been issued. Under these circumstances, Schatz & Schatz lawyers should have realized that the plaintiff was not exempt from the filing requirements of the act. Yet no one from the defendant law firm apprised the plaintiff of that fact.6

*54In June, 1988, Dansky terminated Schatz & Schatz’s representation of the plaintiff, stating that he was concerned that the plaintiffs franchise offering documents overstated its financial position. Shortly afterwards, the plaintiff retained Martin dayman, an attorney with the firm of dayman, Markowitz and Tapper, to complete the plaintiffs franchise registration. Within a few weeks, dayman and his partner, Holly Abery-Wetstone, had prepared an application for the plaintiff to register as a business opportunity in Connecticut. The plaintiff decided not to file the registration documents, however, until its trademark had been approved, an event that its Washington, D.C., attorney had estimated would occur within a few months.

On September 15,1988, an official acting for the banking commissioner notified the plaintiff that its marketing of franchises violated the act. The plaintiff contacted dayman and Abery-Wetstone, who began preparing a postsale registration for the plaintiffs previous sales. The plaintiff complied immediately with advice from Abery-Wetstone that it should stop advertising and selling franchises. The plaintiff filed a postsale registration application on December 7,1988, in an effort to comply with the act. Nevertheless, on June 28,1989, the banking commissioner issued a cease and desist order and a notice of intent to fine the plaintiff up to $10,000 for each sale made in violation of the act. The commissioner further issued a stop order invalidating the plaintiffs postsale registration. On June 26, 1991, following hearings in September and November of 1989 and May of 1990, the commissioner issued a final cease and desist order, stating that the plaintiff had violated the act repeatedly by selling unregistered business opportunities in Connecticut. This malpractice action followed.

For purposes of this appeal, the defendants do not challenge the trial court’s determination that they breached the applicable professional standard of care. *55Rather, they raise claims regarding the issues of causation and damages. Specifically, the defendants argue that the trial court improperly: (1) rendered judgment against Seidl on the negligent misrepresentation and breach of fiduciary duty claims based on the same conduct underlying the judgment of malpractice; (2) concluded that the defendants’ failure to advise the plaintiff of its violation of the act caused its demise; (3) awarded damages based on lost profits rather than the going concern value of the business at the date of destruction; (4) awarded the plaintiff approximately $15.9 million in lost profits calculated over a period of twelve years; and (5) included prejudgment interest in the damages award.

We agree with the defendants’ first and fourth claims. Accordingly, we reverse the judgment of the trial court and render judgment for the defendants.

I

We first examine whether the trial court improperly found Seidl liable for the negligent misrepresentation and breach of fiduciary duty counts. We conclude that the trial court should not have held Seidl, a junior associate at Schatz & Schatz, liable on these counts.

The trial court did not distinguish between the defendants in finding for the plaintiff on the claims of legal malpractice, breach of contract, negligent misrepresentation, breach of fiduciary duty, and breach of the covenant of good faith and fair dealing. The defendants now argue that Seidl, a junior associate playing a lesser role in the events that gave rise to the action, should not have been found liable on the negligent misrepresentation and breach of fiduciary duty counts. We agree.

We note first that the defendants do not challenge on appeal the trial court’s determination that their failure to register the plaintiff with the banking commission *56constituted legal malpractice. Seidl shares the blame for that lapse.

The trial court also reasonably could have found that Seidl had engaged in legal malpractice because, in her position as a junior associate, she failed to seek appropriate supervision. Rule 1.1 of the Rules of Professional Conduct provides that: “A lawyer shall provide competent representation to a client. Competent representation requires the legal knowledge, skill, thoroughness and preparation reasonably necessary for the representation.” The commentary to rule 1.1 provides in part that a lawyer who lacks relevant experience may “associate or consult with, a lawyer of established competence in the field in question. . . .” Having little experience in franchising, Seidl, therefore, could have rendered competent representation by seeking appropriate supervision. She failed to do so. She testified that she had sent both Goldman and Dansky copies of her work product. Seidl’s pursuit of supervision, however, went no further. She stated that she had “assume [d] somebody was . . . watching, taking care of looking at my work.” The trial court reasonably concluded that this passivity departed from the applicable standard of care.

Professional negligence alone, however, does not give rise automatically to a claim for breach of fiduciary duty. Although an attorney-client relationship imposes a fiduciary duty on the attorney; see Matza v. Matza, 226 Conn. 166, 183-84, 627 A.2d 414 (1993); not every instance of professional negligence results in a breach of that fiduciary duty. “[A] fiduciary or confidential relationship is characterized by a unique degree of trust and confidence between the parties, one of whom has superior knowledge, skill or expertise and is under a duty to represent the interests of the other.” (Internal quotation marks omitted.) Konover Development Corp. *57v. Zeller, 228 Conn. 206, 219, 635 A.2d 798 (1994). Professional negligence implicates a duty of care, while breach of a fiduciary duty implicates a duty of loyalty and honesty. See Edwards v. Thorpe, 876 F. Sup. 693, 694 (E.D. Pa. 1995); Bukoskey v. Walter W. Shuham, CPA, P.C., 666 F. Sup. 181, 184 (D. Alaska 1987).

Goldman, a partner in Schatz & Schatz, represented to the plaintiff that the firm possessed the necessary franchising experience to handle its legal affairs. Goldman and Dansky, who, although not admitted in Connecticut, held himself out as a partner of the firm, managed the relationship with the plaintiff. Seidl, by contrast, was a junior associate to whom Goldman and Danksy delegated research and drafting responsibilities. Because it cannot be said that Seidl represented that she had superior knowledge, skill or expertise in the field of franchising, nor that she sought the plaintiffs special trust, it was improper for the trial court to conclude that her professional negligence rose to the level of a breach of fiduciary duty.

For similar reasons, the trial court should not have held Seidl liable for negligent misrepresentation. This court has stated: “One who, in the course of his [or her] business, profession or employment . . . supplies false information for the guidance of others in their business transactions, is subject to liability for pecuniary loss caused to them by their justifiable reliance upon the information, if he [or she] fails to exercise reasonable care or competence in obtaining or communicating the information.” (Internal quotation marks omitted.) D’Ulisse-Cupo v. Board of Directors of Notre Dame High School, 202 Conn. 206, 218, 520 A.2d 217 (1987). At oral argument, however, the plaintiff conceded that Seidl herself had made no false statement of fact. Her presence at a time when a senior attorney made such an inaccurate statement does not suffice to render her liable for negligent misrepresentation.

*58We conclude, therefore, that the trial court improperly found Seidl liable for negligent misrepresentation and breach of a fiduciary duty. Accordingly, we reverse the trial court’s conclusions holding Seidl liable on these two counts.7

II

We turn next to the defendants’ claim that the trial court improperly determined that their malpractice caused the demise of the plaintiff. We review a trial court’s determination of causation under the clearly erroneous standard. “[0]ur function [on appeal] is not to examine the record to see if the trier of fact could have reached a contrary conclusion.” (Internal quotation marks omitted.) Westport Taxi Service, Inc. v. Westport Transit District, 235 Conn. 1, 14, 664 A.2d 719 (1995). Rather, “it is the function of this court to determine whether the decision of the trial court is clearly erroneous. . . . This involves a two part function: where the legal conclusions of the court are challenged, we must determine whether they are legally and logically correct and whether they find support in the facts set out in the memorandum of decision; where the factual basis of the court’s decision is challenged we must determine whether the facts set out in the memorandum of decision are supported by the evidence or whether, in light of the evidence and the pleadings in the whole record, those facts are clearly erroneous.” (Citation omitted.) Pandolphe’s Auto Parts, Inc. v. Manchester, 181 Conn. 217, 221-22, 435 A.2d 24 (1980).

In its memorandum of decision, the trial court concluded that the defendants’ malpractice had constituted a proximate cause of the plaintiffs failure. Applying the “substantial factor” test of causation, the trial court *59concluded: “The [defendants’] inept legal representation, inordinate delays in completing their work, and . . . fundamental failure to recognize [the plaintiff] as a seller of business opportunities were, as claimed by the plaintiff, substantial factors in causing damage to the plaintiff and this damage, the forced closing of the business, was a natural and foreseeable consequence of the defendants’ neglect and incompetence.” In support of its determination, the trial court cited, inter alia, portions of the testimony of Harold Brown, the plaintiffs expert on franchising and business opportunities.

The defendants challenge the trial court’s conclusion on two grounds. They claim that Brown: (1) was not qualified to state an opinion regarding whether the plaintiff would have been able to make an effective postsale registration had it been notified of its violation in a timely fashion; and (2) based his opinion on faulty assumptions. We need not, however, resolve these issues in order to decide this appeal. Even if we were to assume that the trial court properly determined that the defendants’ malpractice had constituted a proximate cause of the plaintiffs failure, we conclude, for the reasons that follow, that the trial court improperly concluded that the plaintiff had established its damages to a reasonable certainty.

Ill

The defendants’ third claim on appeal challenges the trial court’s award of damages. The defendants argue that the trial court improperly: (1) concluded that the plaintiffs expert witness was qualified to render an opinion as to the value of the plaintiff; (2) awarded damages based on lost profits rather than the going concern value of the business at the date of destruction; (3) awarded the plaintiff approximately $15.9 million in lost profits calculated over a period of twelve years; *60and (4) included prejudgment interest in the damages award. We conclude that: (1) the plaintiffs expert was qualified; (2) unestablished enterprises must be permitted to recover damages for legal malpractice and that a flexible approach in determining those damages generally is appropriate; (3) lost profits for a reasonable period of time may serve as an appropriate measure of damages under certain circumstances; and (4) the plaintiff bears the burden of proving lost profits to a reasonable certainty. As applied to the facts of this case, however, we conclude that the plaintiff has not sustained its burden of proof regarding damages.8

We begin with a brief overview of additional facts that are relevant to the correct determination of damages in this case. The plaintiff had been operating for approximately one year at the time it retained the defendants. It therefore had a business track record by which to measure the likely success of its planned franchising operation. As the defendants correctly point out, despite its initial sales of exercise equipment, the plaintiff was in poor financial condition. The plaintiff owed approximately $80,000 in unpaid federal and state payroll taxes and had never paid unemployment taxes, a decision that its own expert witness, Thomas Ferreira, a certified public accountant, characterized as not a good business practice. Significantly, the plaintiff had not filed federal or state income tax returns for 1987, 1988 or 1989. The plaintiffs financial statement, prepared by Coopers, revealed that it was insolvent as of November 30, 1987, and its situation had deteriorated even further by January, 1988. It is particularly telling that the plaintiff had attempted to obtain financing from a number of banks as well as from the Small Business Administration and that it had been rejected by all of these institutions. According to Charles Remington, one *61of the plaintiffs officers, this financing was necessary to the proposed franchising operation. Additionally, the model franchise opened by the plaintiff in East Hartford quickly failed. Finally, despite several months of trying, the plaintiff never sold a single franchise. Moreover, its own damages expert, Ferreira, characterized the plaintiff as a poor credit risk. These facts serve to indicate that the plaintiff was not financially stable and that its prospects for earning profits in the future were, at best, questionable.

A

We first address the defendants’ claim that Ferreira was not qualified to render an expert opinion regarding the value of the plaintiff. We conclude that the trial court did not abuse its discretion in determining that Ferreira was sufficiently qualified.

“The determination of the qualification of an expert is largely a matter for the discretion of the trial court.” (Internal quotation marks omitted.) Oborski v. New Haven Gas Co., 151 Conn. 274, 280, 197 A.2d 73 (1964); see also C. Tait & J. LaPlante, Connecticut Evidence (2d Ed. 1988) § 7.16.7, p. 179. The trial court’s decision “is not to be disturbed unless [its] discretion has been abused, or the error is clear and involves a misconception of the law.” (Internal quotation marks omitted.) State v. Kemp, 199 Conn. 473, 476, 507 A.2d 1387 (1986).

In its memorandum of decision, the trial court noted that Ferreira had fifteen years of experience as a certified public accountant, and that he had prepared business projections on numerous prior occasions. The court also noted that Ferreira had prepared the projections in this case in compliance with the standards of the American Institute of Certified Public Accountants and with generally accepted accounting procedures.

The defendants challenge the trial court’s determination on several grounds. They argue that Ferreira was *62not properly qualified because he: (1) is an accountant rather than an economist; and (2) lacked prior experience in the personal fitness industry. We disagree.

“Generally, expert testimony is admissible if (1) the witness has a special skill or knowledge directly applicable to a matter in issue, (2) that skill or knowledge is not common to the average person, and (3) the testimony would be helpful to the court or jury in considering the issues.” Id. “[I]t is not essential that an expert witness possess any particular credential, such as a license, in order to be qualified to testify, so long as his education or experience indicate that he has knowledge on a relevant subject significantly greater than that of persons lacking such education or experience.” Conway v. American Excavating, Inc., 41 Conn. App. 437, 448-49, 676 A.2d 881 (1996).

The defendants argue that Ferreira was not qualified to make business projections because the plaintiff had introduced no evidence that he was well versed in economic skills such as regression analysis. It is true that “[a]n accounting degree alone should not qualify a witness to testify that a given volume of sales, for example, will continue in the future.” 2 R. Dunn, Recovery of Damages for Lost Profits (4th Ed. 1992) § 7.3, p. 443. Nevertheless, we have affirmed the admission of testimony regarding lost profit damages by an accountant who had based his projections on the “standard valuation procedures recognized in the accounting profession.” West Haven Sound Development Corp. v. West Haven, 201 Conn. 305, 321, 514 A.2d 734 (1986). As noted above, Ferreira had prior experience in making business projections. We conclude that, in this regard, the trial court did not abuse its discretion in allowing him to testify.

The defendants further argue that the trial court abused its discretion in allowing Ferreira to testify *63because he lacked prior experience in the personal fitness industry. They reason that Ferreira’s lack of industry specific experience rendered him unqualified to make projections regarding the plaintiffs future sales and expenses. Generally, if a proponent of testimony establishes reasonable expert qualifications for a witness, further objections to that expert’s testimony go to its weight, not its admissibility. C. Tait & J. LaPlante, supra, § 7.16.7, p. 179. We are not persuaded to abandon this principle in favor of a bright line rule that expert witnesses must possess prior industry-specific experience. Industries may be segmented infinitesimally. Some economists’ and accounting professionals’ skills may be transferred between industries. Under these circumstances, we conclude that the trial court did not abuse its discretion in concluding that Ferreira was qualified to testify regarding the valuation of the plaintiffs business.

B

We next address the question of whether lost profits are an appropriate measure of damages for the destruction of a nascent enterprise. The defendants argue that the appropriate measure of damages for the destruction of a business is its going concern value at the time of its destruction rather than lost profits. The plaintiff argues that the present value of a stream of expected future profits is an appropriate way to value a business and that it is therefore an appropriate measure of damages. We conclude that it is proper to award damages for the destruction of an unestablished enterprise and that lost profits may constitute an appropriate measure of damages for the destruction of such an enterprise.

We begin with a brief history of the evolution of the law on the determination of damages with respect to a business that has been destroyed by the conduct of a third party. A principle component of damages in such *64a situation is the present value of the profits lost as a result of the defendant’s wrongdoing. See Westport Taxi Service, Inc. v. Westport Transit District, supra, 235 Conn. 32-33 (noting that plaintiff entitled to recover probable value of business at time of its destruction and that going concern value of business may be calculated based on lost profits). Although the guiding principle of tort law is to compensate parties for harm to their protected interests; W. Prosser & W. Keeton, Torts (5th Ed. 1984) § 1, pp. 5-6; recovery for lost profits has not always been available. The “new business rule” in particular forbade the recovery of lost profits for an unestablished enterprise. See, e.g., Evergreen Amusement Corp. v. Milstead, 206 Md. 610, 618, 112 A.2d 901 (1955) (holding lost profits not generally recoverable but creating exception for established businesses). “Originally the speculative and contingent nature of profits was regarded as a complete bar to their recovery in any case. Gradually, however, came recognition that difficulties of proof and the speculative nature of profits were not uniform for all situations; and the rigid prohibition has given way to a more flexible requirement of ‘reasonable certainty.’ ” 4 F. Harper, F. James & O. Gray, Torts (2d Ed. 1986) § 25.3, pp. 502-503. “A common thread running through opinions expressing the liberal standard of proof in lost profit damages cases is that there is really no alternative: [A] [defendant will get away with its wrongdoing if the court requires [the] plaintiff to prove damages to the dollar. . . . The wrongdoer has created the problem; its conduct has interfered with [the] plaintiff and caused damages. The wrongdoer cannot now complain that the damages cannot be measured exactly.” 1 R. Dunn, supra, § 5.2, p. 314. The former rule forbidding lost profit damages for new enteiprises has thus given way to the general view that such damages ought to be recoverable where the likelihood of future profits can be established with reasonable certainty.

*65The approach taken by the Restatement (Second) of Torts, as it relates to the destruction of a new enterprise, is also instructive in that it places the burden on the plaintiff who is attempting to prove damages for harm to a new enterprise to come forward with specific evidence regarding future profits.9 The Restatement states that “[w]hen the tortfeasor has prevented the beginning of a new business or the prosecution of a single transaction, all factors relevant to the likelihood of the success or lack of success of the business or transaction that are reasonably provable are to be considered, including general business conditions and the degree of success of similar enterprises. Because of a justifiable doubt as to the success of new and untried enterprises, more specific evidence of their probable profits is required than when the claim is for harm to an established business.” 4 Restatement (Second), Torts § 912, comment (d), p. 483 (1979).10 The Restatement does not place a higher burden on plaintiffs attempting to prove lost profits relative to a new business but, instead, points out that new enterprises must provide specific evidence in order to meet the same burden that applies to established businesses.11

*66The Supreme Court of Alabama has stated that “the weight of modem authority does not predicate recovery of lost profits upon the artificial categorization of a business as ‘unestablished,’ ‘existing,’ or ‘new,’ particularly where the defendant itself has wrongfully prevented the business from coming into existence and generating a track record of profits. Instead, the courts focus on whether the plaintiff has adduced evidence that provides a basis from which the [fact finder] could, with ‘reasonable certainty’ calculate the amount of lost profits.” Super Valu Stores, Inc. v. Peterson, 506 So. 2d 317, 330 (Ala. 1987) (upholding $5 million verdict for breach of contract to open grocery store where plaintiff projected profits of $20 million over fifteen years and defendant conceded that statistical evaluation of future profit, which it had itself generated, was reliable).

In accordance with these principles, we have approved the recovery of lost profits where the defendant has destroyed the plaintiffs opportunity to earn profits in the future. See, e.g., Westport Taxi Service, Inc. v. Westport Transit District, supra, 235 Conn. 32-33; Torosyan v. Boehringer Ingelheim Pharmaceuticals, Inc., 234 Conn. 1, 33, 662 A.2d 89 (1995); West Haven Sound Development Corp. v. West Haven, supra, 201 Conn. 319. Furthermore, we note that, “[i]n economic theory . . . the current market value of a company is the discounted present value of the estimated flow of future earnings.” Note, “Private Treble Damage Antitrust Suits: Measure of Damages For Destmction of All or Part of a Business,” 80 Harv. L. Rev. 1566, 1580 (1967). Thus, determining a business’ future lost profits is one generally accepted way of calculating its market value at the time of its destruction.

*67For example, in Westport Taxi Service, Inc., an antitrust case, we stated that “[w]here the plaintiffs business is totally or partially destroyed by [the] defendant’s violation . . . damages may be measured by lost goodwill or the going concern value of [the] plaintiffs business.” (Internal quotation marks omitted.) Westport Taxi Service, Inc. v. Westport Transit District, supra, 235 Conn. 32-33. We further explained that “[a] plaintiff injured by an antitrust violation may recover both lost past profits and the probable value of the business [at the time of its destruction].” Id., 33. The trial court in that case calculated the going concern value of the business at the time of its destruction by capitalizing the plaintiffs projected profits over a certain period of time at a given rate of return. Id., 33-34.

Similarly, in West Haven Sound Development Corp. v. West Haven, supra, 201 Conn. 319, a case involving breach of contract, the trial court allowed a certified public accountant to testify to the value that the plaintiffs restaurant would have attained had the defendant performed its contract obligations. The accountant valued the plaintiffs business by calculating the net present value of its future earnings, using a rate of capitalization appropriate to the restaurant industry. Id., 317. In other words, he “determined the value of the plaintiffs business by estimating future profits, and then by capitalizing those expected profits to their net present value at an appropriate interest rate.” Id., 319. We concluded that his “opinion as to the going concern value of the plaintiffs restaurant business before the breach was based on reasonable estimates of lost profits.” Id., 321.

For the foregoing reasons, we conclude that lost profits may provide an appropriate measure of damages for the destruction of an unestablished enterprise, and further, that a flexible approach is best suited to ensuring that new businesses are compensated fully if they *68suffer damages as a result of a breach of contract, professional malpractice, or similar injuries.

C

We next consider whether the trial court improperly awarded, the plaintiff approximately $15.9 million in lost profits calculated over a period of twelve years. In challenging the award, the defendants contest the assumptions upon which Ferreira based his projections and the court’s acceptance of his choice of a twelve year time span. We conclude that the trial court abused its discretion because the plaintiff did not prove the lost profit damages to a reasonable certainty.

We recognize that “[t]he trial court has broad discretion in determining damages. Buckman v. People Express, Inc., 205 Conn. 166, 175, 530 A.2d 596 (1987); Amwax Corp. v. Chadwick, 28 Conn. App. 739, 745, 612 A.2d 127 (1992). The determination of damages involves a question of fact that will not be overturned unless it is clearly erroneous. Beckman v. Jalich Homes, Inc., 190 Conn. 299, 309-10, 460 A.2d 488 (1983); Gerber & Hurley, Inc. v. CCC Corp., 36 Conn. App. 539, 545, 651 A.2d 1302 (1995).” Westport Taxi Service, Inc. v. Westport Transit District, supra, 235 Conn. 27-28; see also Johnson v. Flammia, 169 Conn. 491, 499, 363 A.2d 1048 (1975). “[W]hether the decision of the trial court is clearly erroneous . . . involves a two part function: where the legal conclusions of the court are challenged, we must determine whether they are legally and logically correct and whether they find support in the facts set out in the memorandum of decision; where the factual basis of the court’s decision is challenged we must determine whether the facts set out in the memorandum of decision are supported by the evidence or whether, in light of the evidence and the pleadings in the whole record, those facts are clearly erroneous. ... In a case tried before a court, the trial judge is the sole *69arbiter of the credibility of the witnesses and the weight to be given specific testimony. ... On appeal, we will give the evidence the most favorable reasonable construction in support of the verdict to which it is entitled. ... A factual finding may be rejected by this court only if it is clearly erroneous. ... A finding is clearly erroneous when although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed.” (Citation omitted; internal quotation marks omitted.) Barbara Weisman, Trustee v. Kaspar, 233 Conn. 531, 541, 661 A.2d 530 (1995).

We are, therefore, constrained to accord substantial deference to the fact finder on the issue of damages. In deciding whether damages properly have been awarded, however, we are guided by the well established principle that such damages must be proved with reasonable certainty. Gargano v. Heyman, 203 Conn. 616, 621, 525 A.2d 1343 (1987). “Although we recognize that damages for lost profits may be difficult to prove with exactitude; see Conaway v. Prestia, [191 Conn. 484, 494, 464 A.2d 847 (1983)]; Burr v. Lichtenheim, 190 Conn. 351, 360, 460 A.2d 1290 (1983); Humphrys v. Beach, 149 Conn. 14, 21, 175 A.2d 363 (1961); such damages are recoverable only to the extent that the evidence affords a sufficient basis for estimating their amount with reasonable certainty. Conaway v. Prestia, supra [494]; Simone Corporation v. Connecticut Light & Power Co., 187 Conn. 487, 494-95, 446 A.2d 1071 (1982); Humphrys v. Beach, supra [21].” (Emphasis added.) Gargano v. Heyman, supra, 621. Consequently, we have permitted lost profits to be calculated by extrapolating from past profits. See, e.g., Westport Taxi Service, Inc. v. Westport Transit District, supra,