149 Conn. App. 513
Conn. App. Ct.2014Background
- Plaintiffs (Massachusetts residents Matthews and Kotfila) sued 21 nonresident/foreign defendants alleging dilution of their equity and related torts arising from the 2002 merger that produced "New Optasite," and later corporate events through 2008–2006.
- Defendants fall into groups: SBA entities, Investment Company entities, Employee defendants (individuals), and James Ross. Most are Delaware or other-state entities or nonresident individuals.
- Defendants moved to dismiss asserting insufficient service, lack of personal jurisdiction under Connecticut long-arm statutes (§ 52-59b and § 33-929), and improper venue; they submitted affidavits denying Connecticut contacts.
- The trial court dismissed claims against various defendants on different grounds: some defendants no longer existed (merged/nonexistent), several for insufficient service of process, and others for lack of long-arm jurisdiction; plaintiffs appealed.
- On appeal the court: (1) affirmed dismissal for nonexistent/merged entities (plaintiffs conceded), (2) upheld dismissals for insufficient service as to six defendants, and (3) upheld dismissals for lack of long-arm jurisdiction as to ten defendants — applying § 52-59b to LLCs and construing the plaintiffs as failing to plead particularized jurisdictional facts or to meet residency/usual‑place‑of‑business requirements of § 33-929(f).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Sufficiency of service on certain defendants (Harris; Worcester Venture Fund L.P.; Worcester Capital Partners LLC; Point Judith LLC; Optasite Towers LLC; Village Venture Services, Inc.) | Plaintiffs argued they mailed process and defendants received notice; relied on searches (e.g., FEC records) showing addresses used. | Defendants showed returns or affidavits that mail went to old/incorrect addresses or that statutory service requirements (e.g., service on Secretary of State or agent) were not met. | Affirmed dismissal for insufficient service; plaintiffs failed to show they complied with statutory methods or last‑known‑address diligence. |
| Long‑arm jurisdiction over foreign LLCs (which statute governs) | Plaintiffs argued court could exercise jurisdiction (used § 33‑929(f) in trial court). | Defendants argued LLCs are not Connecticut residents and lack Connecticut contacts; procedural and statutory defenses. | Held that § 52‑59b (general long‑arm) applies to foreign LLCs (adopting reasoning in Austen); plaintiffs did not plead specific tortious acts by each LLC in Connecticut — jurisdiction lacking. |
| Long‑arm jurisdiction over nonresident individuals and foreign partnership (Marsh, Harris, Peake, Ross, Worcester Venture Fund L.P.) | Plaintiffs argued group allegations show defendants committed torts in Connecticut causing injury. | Defendants submitted affidavits denying tortious conduct in Connecticut and pointed to lack of individualized allegations. | Affirmed: group/conclusory allegations insufficient; plaintiffs failed to present specific jurisdictional facts tying each defendant to tortious acts in Connecticut. |
| Use of § 33‑929(f) against foreign corporations (SBA Communications Corp.; Village Ventures Services, Inc.) | Plaintiffs claimed they had a “usual place of business” in Connecticut (former employment, alleged Connecticut events, membership in CT LLCs, regularly do business in CT). | Defendants argued plaintiffs are nonresidents without a usual place of business in Connecticut; defendants lacked requisite contacts. | Affirmed: § 33‑929(f) requires plaintiff residency or a usual place of business in CT; plaintiffs failed to show their usual place of business in Connecticut (conclusory assertions insufficient). |
Key Cases Cited
- Cogswell v. American Transit Ins. Co., 282 Conn. 505 (court reviews jurisdictional rulings de novo and plaintiff bears burden to prove jurisdiction)
- Cadlerock Joint Venture II, L.P. v. Milazzo, 287 Conn. 379 (last‑known‑address requirement; plaintiff must use diligent efforts)
- Knipple v. Viking Communications, Ltd., 236 Conn. 602 (two‑part long‑arm inquiry: statute then due‑process analysis)
- Lombard Bros., Inc. v. General Asset Management Co., 190 Conn. 245 (only apply due‑process analysis if long‑arm statute is satisfied)
- Columbia Air Services, Inc. v. Dept. of Transportation, 293 Conn. 342 (defendant affidavits that conclusively negate jurisdiction can support dismissal absent counteraffidavits)
- Wilkinson v. Boats Unlimited, Inc., 236 Conn. 78 (interpretation of § 33‑929 and residency/usual‑place‑of‑business requirement)
- Austen v. Catterton Partners V, LP, 729 F. Supp. 2d 548 (D. Conn.) (adopted here as persuasive: § 52‑59b is the appropriate long‑arm provision for foreign LLCs)