GEORGE BONGIORNO ET AL. v. J & G REALTY, LLC, ET AL.
(AC 42790) (AC 42791)
Appellate Court of Connecticut
March 22, 2022
Alexander, Clark and Lavine, Js.
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Syllabus
The plaintiffs, M and her daughter B, sought, inter alia, the dissolution and winding up of the defendant businesses, which were established by M‘s husband and his brother. At the time of the commencement of the action, certain of the defendant businesses were held in equal shares by B and her three siblings. The defendants filed a motion to dismiss M‘s claims for lack of subject matter jurisdiction, alleging that she did not have an ownership interest in any of the defendant businesses and, accordingly, that she lacked standing to bring the action. The trial court granted the defendants’ motion. Thereafter, B amended the complaint and cited in M as a plaintiff. In the amended complaint, M and B alleged, inter alia, claims of oppression of a minority member, breach of fiduciary duty, unjust enrichment, and fraud against the defendant businesses and their defendant managers, F and N. B also sought the dissolution of the defendant businesses of which she was a member. M alleged that she had standing to bring the action because she had, inter alia, an economic interest in certain of the defendant businesses. The trial court rendered judgment in favor of the defendants on M‘s claims, stating that they were barred by res judicata, that there was no proof that any financial distributions had been made to the members or partners of the defendant businesses or that any of the defendant businesses had been dissolved that would entitle M to a distribution of the assets, and that she lacked standing to maintain the action in an individual capacity because any claim she might have could be asserted only in a derivative action. The trial court further found that B lacked standing in her individual capacity to maintain her claims for breach of fiduciary duty, except with respect to her claim that the defendant managers had failed to provide her with access to the books and records of certain of the defendant businesses, a claim that she abandoned on appeal, and that she had failed to demonstrate that the defendant managers engaged in any act of fraud or self-dealing or had violated their fiduciary duties. On the plaintiffs’ appeals to this court, held:
- With respect to M‘s claims that the trial court erred by disposing of her claims for breach of fiduciary duty on the basis of res judicata and by finding that she lacked standing to directly sue for breach of fiduciary duty, this court could not grant M any practical relief, and her appeal was dismissed as moot: although, on appeal, M acknowledged all four of the independent bases that the trial court articulated for rendering judgment in favor of the defendants on each of her claims, she failed to adequately brief her challenges to the trial court‘s determinations that no distributions had been made or dissolutions had occurred that would entitle a holder of an economic interest to a distribution, and, therefore, she abandoned those claims; accordingly, because M failed to challenge each independent basis for the trial court‘s decision, this court lacked subject matter jurisdiction and did not reach the merits of M‘s claims.
- With respect to B‘s claim that the trial court erred when it failed to shift the burden to F and N to prove good faith and fair dealing regarding her breach of fiduciary duty claims, this court could not grant any practical relief, and her appeal as to that issue was dismissed as moot: B failed to appeal from the trial court‘s conclusion that she did not have standing to sue in her individual capacity, which was an alternative basis for the trial court‘s judgment on her claim; accordingly, because M failed to challenge each independent basis for the trial court‘s decision, this court lacked subject matter jurisdiction.
- This court declined to exercise its supervisory authority with respect to B‘s claims of oppression of a minority member and for the dissolution and winding up of certain of the defendant businesses and, accordingly, affirmed the judgment of the trial court: the
Connecticut Uniform Limited Liability Company Act (CULLCA) (§ 34-243 et seq.) did not apply to B‘s claims because it applies only to an action commenced, a proceeding brought or a right accrued after July 1, 2017, and B commenced this action in 2012 and failed to present evidence of any events occurring after July 1, 2017, to support her claims; accordingly, contrary to B‘s assertion, the standard for analyzing oppressive conduct under CULLCA that was set forth in Manere v. Collins (200 Conn. App. 356) did not apply to her claims.
Argued October 19, 2021—officially released March 22, 2022
Procedural History
Action seeking, inter alia, the dissolution of the defendant entities, and other relief, brought to the Superior Court in the judicial district of Stamford-Norwalk, where the court, Truglia, J., granted the defendants’ motion to dismiss the claims of the plaintiff Marie Bongiorno; thereafter, the plaintiff Marie Bongiorno was cited in as a plaintiff; subsequently, the matter was tried to the court, Hon. Kevin Tierney, judge trial referee; judgment for the defendants, from which the plaintiffs filed separate appeals to this court. Appeal dismissed in Docket No. 42790; appeal dismissed in part, judgment affirmed in Docket No. 42791.
Mark F. Katz, for the appellees in Docket Nos. AC 42790 and AC 42791 (named defendant et al.).
Opinion
ALEXANDER, J. These appeals arise out of a decade of litigation among members of the Bongiorno family with respect to certain commercial real property and businesses in Stamford. Following a trial to the court, the plaintiffs Marie Bongiorno (Marie) and her daughter, Bridjay Capone (Bridjay),1 appeal from the judgment of the trial court rendered in favor of the defendants J & G Realty, LLC; 305 West Avenue, LLC; 24 Ardmore Street, LLC; Bongiorno Gas Island, LLC; Bongiorno Brothers, a general partnership (Bongiorno Brothers); Harxter Realty, LLC; Enterprise Park, L.L.C.; Glenbrook Center, LLC; Bongiorno Supermarket, Inc.; Jane Doe Entities; Frank R. Bongiorno (Frank); and Maurice A. Nizzardo (Maurice).2 In Docket No. AC 42790, Marie claims that the trial court erred by (1) disposing of her claims for breach of fiduciary duty against Frank and Maurice on the basis of res judicata and (2) finding that she lacked standing to bring claims in her own name for breach of fiduciary duty. We dismiss Marie‘s appeal as moot. In Docket No. AC 42791, Bridjay claims that (1) the trial court erred by failing to shift the burden to Frank and Maurice to prove good faith and fair dealing on her breach of fiduciary duty claims and (2) this court should exercise its supervisory authority to reverse the judgment of the trial court as to her claims of oppression of a minority member. In regard to her breach of fiduciary duty claims, we dismiss Bridjay‘s appeal as moot, and we affirm the judgment of the trial court in all other respects.
The following factual background and procedural history are relevant to our resolution of these appeals. The businesses at issue grew out of a partnership initiated between now deceased brothers George Bongiorno (George) and John Bongiorno
John Bongiorno had no children and allegedly agreed that, on his death, he would leave his interests in the Bongiorno businesses in equal shares to George‘s children: Frank, John A. Bongiorno, Bridjay, and Michele B. Nizzardo. John Bongiorno died in 2003, but did not leave his interests in the Bongiorno businesses to George‘s children. George, however, negotiated an agreement pursuant to which his children, Maurice, and Bongiorno Supermarket, Inc., purchased John Bongiorno‘s interests from John Bongiorno‘s estate in 2004. As part of the agreement, the estate of John Bongiorno assigned a 12.5 percent membership interest in J & G Realty, LLC, to each of George‘s children. At the time of the agreement, J & G Realty, LLC, held title to real property that subsequently was owned by 305 West Avenue, LLC, and 24 Ardmore Street, LLC, businesses that were founded in 2004, following John Bongiorno‘s death. The agreement further provided that the estate of John Bongiorno would transfer 12.5 percent of the shares in those two properties to each of George‘s four children. Thereafter, George also transferred his 50 percent interest in 305 West Avenue, LLC, and 24 Ardmore Street, LLC, in equal shares to his four children. On January 22, 2012, George transferred his 50 percent interest in J & G Realty, LLC, in equal shares to his four children. Consequently, each of George‘s four children held a 25 percent interest in each of the three LLCs.
In June, 2012, George, Marie, and Bridjay commenced the underlying action seeking dissolution and winding up of the Bongiorno businesses. In 2013, George withdrew from the litigation. In the original complaint, Marie alleged that she was or had the right to be a member of certain defendant entities, either directly or by virtue of a durable power of attorney executed in her favor by George in 2010, and she sought to wind up and dissolve those entities. In 2013, the defendants filed a motion to dismiss Marie‘s claims for lack of subject matter jurisdiction, claiming that Marie did not have an ownership interest in any of the four entities3 she claimed to be a member of and, thus, lacked standing to bring the action. The trial court, Truglia, J., granted the motion to dismiss after determining that George‘s purported assignment of his interests in these entities was ineffective and that Marie had not “demonstrated a specific, personal or legal interest” in any of the entities that would enable her to bring an action for dissolution and winding up. See Bongiorno v. J & G Realty, LLC, 162 Conn. App. 430, 435, 131 A.3d 1230, cert. denied, 320 Conn. 924, 133 A.3d 878 (2016).
Thereafter, the court, Hon. Kevin Tierney, judge trial referee, granted Bridjay‘s motion to cite in Marie as a plaintiff and to amend the complaint. In the amended complaint, Marie alleged that she had, inter alia, an economic interest in J & G Realty, LLC, Bongiorno Brothers, and Bongiorno Gas Island, LLC.4 Marie again
The operative complaint is the July 5, 2018 second amended complaint. It contains seventy-two counts, alleging claims of oppression of a minority member/shareholder interest, breach of fiduciary duty, fraud, unjust enrichment, statutory theft, and violation of the
The case was tried to Judge Tierney on eighteen dates between May 31, 2018, and July 24, 2018. In their posttrial brief, the plaintiffs claimed that they had identified eight separate “suspicious” transactions, which included (1) awarding management fees to the individual defendants, (2) paying the legal fees of other businesses and members, (3) paying real estate commissions to the individual defendants, (4) failing to pay distributions despite showing impressive profits, (5) failing to collect rents from M & F Car Wash, LLC, another entity managed by the individual defendants, and Bongiorno Gas Island, LLC, (6) failing to collect loans due from Bongiorno Brothers, (7) failing to give Bridjay access to the books and records of the businesses, and (8) failing to disclose George‘s transfer of membership interests to his children. On March 12, 2019, the court issued a 107 page memorandum of decision, rejecting each of the plaintiffs’ allegations of “‘suspicious transactions‘” and finding “the issues on all counts, count one through and including count seventy-two, in favor of all of the defendants . . . .”
In rendering judgment in favor of the defendants on Marie‘s claims, the court relied on the independent grounds that (1) her claims were barred by the doctrine of res judicata, (2) there was no proof that any financial distributions had been made to any of the members or partners of the defendant businesses after the date of the alleged transfer of interests to Marie, (3) there was no proof that any of the businesses had been dissolved that would entitle her to a distribution of the assets, and (4) she lacked standing to maintain the action in her individual capacity because any claim that she might have would be common to all members and partners of the defendant entities and may be asserted only in a derivative action.6
Thereafter, the plaintiffs filed a motion for articula- tion, which the court denied. The plaintiffs then filed a motion for review with this court. This court granted the motion for review and denied in part and granted in part the relief requested.7 Additional facts with be set forth as necessary.
I
AC 42790
We first address Marie‘s appeal in AC 42790, in which she argues that the trial court erred by (1) disposing of her claims for breach of fiduciary duty against Frank and Maurice on the basis of res judicata and (2) finding that she lacked standing to sue directly for breach of fiduciary duty. Marie has failed, however, to challenge the second and third bases of the trial court‘s decision because she has briefed them inadequately. Because Marie has failed to challenge each independent basis for the trial court‘s decision, her appeal is moot.
This appeal implicates two important doctrines of justiciability: standing and mootness. “[J]usticiability comprises several related doctrines, namely, standing, ripeness, mootness and the political question doctrine, that implicate a court‘s subject matter jurisdiction and its competency to adjudicate a particular matter.” (Internal quotation marks omitted.) Cunningham v. Cunningham, 204 Conn. App. 366, 381, 254 A.3d 330 (2021). “[O]nce the question of the court‘s subject matter jurisdiction is raised, it must be resolved before the court addresses the merits of the plaintiff‘s claims.” Sosa v. Robinson, 200 Conn. App. 264, 276, 239 A.3d 1228 (2020); see also Kelly v. Albertsen, 114 Conn. App. 600, 607, 970 A.2d 787 (2009) (“[a]s soon as the jurisdiction of the court to decide an issue is called into question, all other action in the case must come to a halt until such a determination is made” (internal quotation marks omitted)).
“Standing is the legal right to set judicial machinery in motion. One cannot rightfully invoke the jurisdiction of the court unless he [or she] has, in an individual or representative capacity, some real interest in the cause of action, or a legal or equitable right, title or interest in the subject matter of the controversy. . . . [If] a party is found to lack standing, the court is consequently without subject matter jurisdiction to determine the cause.” (Internal quotation marks omitted.) Hilario‘s Truck Center, LLC v. Rinaldi, 183 Conn. App. 597, 603, 193 A.3d 683, cert. denied, 330 Conn. 925, 194 A.3d 776 (2018). “Standing requires no more than a colorable claim of injury; a [party] ordinarily establishes standing by allegations of injury [that he or she has suffered or is likely to suffer]. Similarly, standing exists to attempt to vindicate arguably protected interests.”
Although we recognize the trial court‘s important obligation to decide issues regarding standing prior to addressing the merits of a claim, we also are mindful of this court‘s obligation to consider its own subject matter jurisdiction and whether we can afford a party any practical relief. In other words, we also must determine whether an appeal is moot. “Mootness is a question of justiciability that must be determined as a threshold matter because it implicates [this] court‘s subject matter jurisdiction . . . . A determination regarding . . . [this court‘s] subject matter jurisdiction is a question of law . . . [and, therefore] our review is plenary. . . . [I]t is not the province of appellate courts to decide moot questions, disconnected from the granting of actual relief or from the determination of which no practical relief can follow. . . . In determining mootness, the dispositive question is whether a successful appeal would benefit the plaintiff or defendant in any way.” (Citations omitted; internal quotation marks omitted.) Fairfield Shores, LLC v. DeSalvo, 205 Conn. App. 96, 104-105, 256 A.3d 716 (2021).
“Where an appellant fails to challenge all bases for a trial court‘s adverse ruling on [her] claim, even if this court were to agree with the appellant on the issues that [she] does raise, we still would not be able to provide [her] any relief in light of the binding adverse finding[s] [not raised] with respect to those claims. . . . Therefore, when an appellant challenges a trial court‘s adverse ruling, but does not challenge all independent bases for that ruling, the appeal is moot.” (Citation omitted; internal quotation marks omitted.) State v. Lester, 324 Conn. 519, 526-27, 153 A.3d 647 (2017); see also Hartford v. CBV Parking Hartford, LLC, 330 Conn. 200, 210, 192 A.3d 406 (2018) (“if there exists an unchallenged, independent ground to support a decision, an appeal from that decision would be moot, as this court could not afford practical relief even if the appellant were to prevail on the issue raised on appeal“).
Given the facts and circumstances of the present case, we resolve Marie‘s appeal on the basis of appellate mootness. This appeal presents two justiciability questions that implicate both this court‘s and the trial court‘s subject matter jurisdiction, and we are cognizant of the importance of resolving issues of standing prior to addressing the merits of a plaintiff‘s claims. In the present case, however, the issue of Marie‘s standing as the holder of an economic interest was not clearly analyzed or decided by the trial court in its memorandum of decision. Because Marie failed to challenge each independent basis for the trial court‘s decision, we conclude that this court lacks subject matter jurisdiction. Accord- ingly, we do not reach the merits of her claims and dismiss her appeal as moot.
As previously stated, the trial court articulated four independent bases for rendering judgment in favor of the defendants on each of Marie‘s claims. In her brief, Marie challenges only the first and fourth grounds for the court‘s decision. Although she acknowledges the second and third grounds for the court‘s
The trial court had determined that no distributions had been made and no dissolution had occurred that would entitle a holder of an economic interest to a distribution. Because Marie has not challenged these independent bases for the court‘s decision, we cannot grant her any practical relief, and, thus, we dismiss her appeal as moot.
II
AC 42791
We now turn to Bridjay‘s appeal in AC 42791. At trial, the parties agreed that Bridjay holds a 25 percent interest in the three LLCs. The parties also agreed that, as managers of the three LLCs, Frank and Maurice owed a fiduciary duty to the members of the three LLCs, including Bridjay. On appeal, Bridjay first claims that the trial court erred by failing to shift the burden to Frank and Maurice to prove good faith and fair dealing regarding her breach of fiduciary duty claims. Second, she argues that this court should exercise its supervisory authority to reverse the judgment of the trial court as to her claims of oppression of a minority member. We conclude that Bridjay‘s first claim is moot. With respect to her second claim, we decline to exercise our supervisory authority and, accordingly, affirm the judgment of the trial court.
A
Bridjay first claims that the trial court erred when it failed to shift the burden to Frank and Maurice to prove good faith and fair dealing on her breach of fiduciary duty claims. We conclude that her appeal as to this issue is moot because she failed to challenge all independent bases for the trial court‘s decision in favor of Frank and Maurice.
As discussed in part I of this opinion, Bridjay set forth eight categories of allegedly “suspicious” transactions to support
On appeal, Bridjay claims that the court improperly failed to shift the burden to Frank and Maurice on her claims of breach of fiduciary duty. She contends that, once a fiduciary relationship was shown, together with “only an allegation, rather than proof, of fraud . . . self-dealing or conflict of interest“; (emphasis in original); the trial court should have shifted the burden to Frank and Maurice to prove good faith and fair dealing by clear and convincing evidence. She then sets forth the first six of the original eight suspicious transactions as evidence of the breach of fiduciary duty.
Pursuant to our analysis in part I of this opinion, we recognize that, once the trial court determined that Bridjay lacked standing to bring her claims of breach of fiduciary duty in an individual capacity, the court should have dismissed those claims rather than address them on the merits. See Sosa v. Robinson, supra, 200 Conn. App. 276. Because Bridjay failed to appeal from each independent basis for the court‘s judgment, we conclude that this court lacks subject matter jurisdiction and resolve this appeal on the basis of appellate mootness.
In its findings, the court determined that each of the “suspicious transactions” Bridjay alleged in support of her breach of fiduciary duty claims, except the claim regarding inspection of the books
B
Bridjay‘s second claim on appeal asks this court to exercise its supervisory authority to reverse the judgment of the trial court as to her claims of oppression of a minority member against the three LLCs, Frank, and Maurice and as to her claims for the dissolution and winding up of the three LLCs. In the alternative, she requests that the case should be remanded for a new trial as to those claims. Specifically, she claims that the standard set forth in Manere v. Collins, supra, 200 Conn. App. 384-85, for analyzing oppressive conduct in limited liability companies applies to her claims. We decline to exercise our supervisory power because we conclude that the standard for analyzing oppressive conduct set forth in Manere is not applicable in the present case.
The following additional facts are relevant to the resolution of this claim. In counts one through five of the operative complaint, Bridjay alleged claims of oppression of a minority member against the three LLCs, Frank, and Maurice. In addition, in counts seventy through seventy-two, Bridjay requested that the three LLCs be dissolved and wound up and that all of their assets be distributed to the rightful owners. The ground for this requested relief was, inter alia, oppressive conduct pursuant to
The court stated that “[Bridjay], as the member of the three LLCs has filed three counts seeking dissolution of each of the three LLCs . . . . Those claims are rejected . . . since [Bridjay] has failed to sustain her burden of proof. . . . As a factual allegation in support of her dissolution and winding up counts, [Bridjay] alleges: ‘The conduct of all or substantially all of the defendant[s‘] . . . activities and affairs are unlawful and/or it is not reasonably practicable to carry on the business in conformity with its operating agreement, articles of organization and/or the interests of the members.’ . . . The three operating agreements were in evidence. No ‘articles of organization’ were placed in evi- dence. . . . The operating agreements contain only two provisions for dissolution in Article XIV, Section 14.01 Termination: (1) the unanimous decision of the Members to dissolve the LLC or, (2) the sole Member of the LLC being a Dissociating Member. . . .”
“This court has discussed in detail the claim of mismanagement alleged by the plaintiffs and has found no support for those claims in this trial. . . . The court finds that no event of dissolution has occurred as set forth in the operating agreement. The court finds that [Bridjay] has failed to satisfy the proof required for the dissolution and winding up of the three LLCs. The court finds insufficient evidence that ‘it is not reasonably practicable to carry on the business in conformity with its operating agreement . . . or the interests of the members.’ The court finds that neither [Frank] as a member or manager of the three LLCs [nor Maurice] as manager of the three LLCs has engaged in any unlawful conduct . . . .” (Citations omitted.) It further stated that it “cannot find as a matter of fact that there [were] any financial misdealings by [Frank] or [Maurice] in any fashion whatsoever. . . . [Bridjay has] failed to sustain [her] burden
On appeal, Bridjay asks this court to exercise its supervisory power to reverse the decision of the trial court in regard to her claims of oppression and dissolution or, in the alternative, to order a new trial, in light of this court‘s decision in Manere v. Collins, supra, 200 Conn. App. 356.14 We decline to exercise our supervisory power and affirm the judgment of the trial court.
“It is well settled that [a]ppellate courts possess an inherent supervisory authority over the administration of justice. . . . Supervisory powers are exercised to direct trial courts to adopt judicial procedures that will address matters that are of utmost seriousness, not only for the integrity of a particular trial but also for the perceived fairness of the judicial system as a whole. . . . Under our supervisory authority, we have adopted rules intended to guide the lower courts in the administration of justice in all aspects of the criminal process.” (Citation omitted; internal quotation marks omitted.) State v. Elson, 311 Conn. 726, 764-65, 91 A.3d 862 (2014).
“Supervisory authority is an extraordinary remedy that should be used sparingly . . . . Although [a]ppellate courts possess an inherent supervisory authority over the administration of justice [that] authority is not a form of free-floating justice, untethered to legal principle. . . . Our supervisory powers are not a last bastion of hope for every untenable appeal. They are an extraordinary remedy to be invoked only when circumstances are such that the issue at hand, while not rising to the level of a constitutional violation, is nonetheless of utmost seriousness, not only for the integrity of a particular trial but also for the perceived fairness of the judicial system as a whole.” (Internal quotation marks omitted.) State v. Fuller, 158 Conn. App. 378, 392, 119 A.3d 589 (2015).
In Manere v. Collins, supra, 200 Conn. App. 378, this court interpreted the meaning of the word “‘oppression‘” as used in CULLCA. Specifically, this court interpreted the meaning of that word as used in
In Manere, this court adopted the “‘reasonable expectations‘” test as the applicable standard when analyzing a claim of oppression under
We do not agree with Bridjay‘s contention that this court‘s decision in Manere warrants the exercise of our supervisory power to reverse the trial court‘s judgment as to her claims of oppression and dissolution. In Manere, the court interpreted the meaning of the word “‘oppression‘” as used in
Bridjay commenced the present action in 2012. The trial court discussed that, in the evidence presented by Bridjay to the court in the form of tax returns, there were no allocations of “events, income, expenses, deductions, and credits after July 1, 2017.” It further stated that it would not apply CULLCA in its decision. Therefore, the provisions of CULLCA, and specifically
The appeal in Docket No. AC 42790 is dismissed; the appeal in Docket No. AC 47291 is dismissed as to Bridjay Capone‘s breach of fiduciary duty claims, and the judgment is affirmed in all other respects.
In this opinion the other judges concurred.
Notes
Prior to trial, the plaintiffs withdrew the action against all of the defendants except J & G Realty, LLC; 24 Ardmore Street, LLC; 305 West Avenue, LLC; Harxter Realty, LLC; Enterprise Park, L.L.C.; Bongiorno Gas Island, LLC; Glenbrook Center, LLC; Bongiorno Brothers; Bongiorno Supermarket, Inc.; Frank; and Maurice. At the time of trial, Bongiorno Supermarket, Inc., and Jane Doe Entities remained defendants but were not represented by counsel of record.
In this opinion, we refer to J & G Realty, LLC, 24 Ardmore Street, LLC, and 305 West Avenue, LLC, collectively as the three LLCs.
She relied on, inter alia,
Essentially, Marie argued that, although George had failed to transfer his full membership interest in the entities to her, which would have given her all the rights of a member, such as voting rights, the transfer was effective in granting her the status of an economic transferee, which includes the right to receive distributions.
“A limited liability company is a distinct legal entity whose existence is separate from its members. . . . [It] has the power to sue or to be sued in its own name . . . or may be a party to an action brought in its name by a member or manager. . . . A member or manager, however, may not sue in an individual capacity to recover for an injury based on a wrong to the limited liability company. . . . [A] member or manager of a limited liability company is not a proper party to a proceeding by or against a limited liability company solely by reason of being a member or manager of the limited liability company, except where the object of the proceeding is to enforce a member‘s or manager‘s right against or liability to the limited liability company or as otherwise provided in an operating agreement. . . .” (Cita- tions omitted; internal quotation marks omitted.) Scarfo v. Snow, 168 Conn. App. 482, 497-98, 146 A.3d 1006 (2016).
“A corporation is a separate legal entity, separate and apart from its stockholders. . . . It is an elementary principle of corporate law that . . . corporate property is vested in the corporation and not in the owner of the corporate stock. . . . That principle also is applicable to limited liability companies and their members.
“[T]he law [permits] shareholders to sue derivatively on their corporation‘s behalf under appropriate conditions. . . . [I]t is axiomatic that a claim of injury, the basis of which is a wrong to the corporation, must be brought in a derivative suit, with the plaintiff proceeding secondarily, deriving his rights from the corporation which is alleged to have been wronged. . . . [I]n order for a shareholder to bring a direct or personal action against the corporation or other shareholders, that shareholder must show an injury that is separate and distinct from that suffered by any other shareholder or by the corporation.” (Citation omitted; internal quotation marks omitted.) Id., 501.
Our Supreme Court, in Saunders v. Briner, 334 Conn. 135, 158-59, 221 A.3d 1 (2019), concluded that the ”
In its rectification, the trial court stated: “On page 43 line 1, the trial court makes the following changes to the first partial sentence at the top of page 43: (A) Eliminate ‘any assets’ and substitute therefore ‘any real property at issue in this litigation,’ immediately before the phrase, ‘in the settlement of the Estate of John Bongiorno,’ and (B) add the following sentence immediately after the above sentence: ‘The real property at issue in this litigation [is] the three parcels of real property described on page 40 in paragraph numbered (5).‘”
“Once a [fiduciary] relationship is found to exist, the burden of proving fair dealing properly shifts to the fiduciary. Furthermore, the standard of proof for establishing fair dealing is not the ordinary standard of fair preponderance of the evidence, but requires proof either by clear and convincing evidence, clear and satisfactory evidence or clear, convincing and unequivocal evidence. . . . Proof of a fiduciary relationship, therefore, generally imposes a twofold burden on the fiduciary. First, the burden of proof shifts to the fiduciary; and second, the standard of proof is clear and convincing evidence. . . . Such burden shifting occurs in cases involving claims of fraud, self-dealing or conflict of interest.” (Citation omitted; internal quotation marks omitted.) Papallo v. Lefebvre, 172 Conn. App. 746, 754, 161 A.3d 603 (2017).
In its decision, the court stated that ”
“Our common law does not recognize LLCs, which were first created by statute in Connecticut in 1993. . . . The provisions of the
Sections 34-206 and 34-207 set forth multiple dissolution events.
Pursuant to
Section 34-208 describes the winding up of a limited liability company. It provides in relevant part: “(a) Except as otherwise provided in writing in the operating agreement, the business and affairs of the limited liability company may be wound up . . . (2) on application of any member or legal representative or assignee thereof, by the superior court for the judicial district where the principal office of the limited liability company is located, if one or more of the members or managers of the limited liability company have engaged in wrongful conduct, or upon other cause shown.”
As an additional basis for dissolution, Bridjay cited