JONATHAN R. MORIS v. INVATA HOLDINGS, INC., ET AL.
(AC 48428)
Westbrook, Wilson and DiPentima, Js.
Argued January 7—officially released July 7, 2026
The “officially released” date that appears near the beginning of an opinion is the date the opinion will be published in the Connecticut Law Journal or the date it is released as a slip opinion. The operative date for the beginning of all time periods for the filing of postopinion motions and petitions for certification is the “officially released” date appearing in the opinion.
All opinions are subject to modification and technical correction prior to official publication in the Connecticut Law Journal and subsequently in the Connecticut Reports or Connecticut Appellate Reports. In the event of discrepancies between the advance release version of an opinion and the version appearing in the Connecticut Law Journal and subsequently in the Connecticut Reports or Connecticut Appellate Reports, the latest version is to be considered authoritative.
The syllabus and procedural history accompanying an opinion that appear in the Connecticut Law Journal and subsequently in the Connecticut Reports or Connecticut Appellate Reports are copyrighted by the Secretary of the State, State of Connecticut, and may not be reproduced or distributed without the express written permission of the Commission on Official Legal Publications, Judicial Branch, State of Connecticut.
************************************************
The plaintiff appealed from the trial court‘s judgment granting the defendant‘s motion to dismiss for lack of personal jurisdiction. The plaintiff claimed, inter alia, that the court improperly concluded that exercising personal jurisdiction over the defendant would violate the federal due process requirement of minimum contacts with the forum. Held:
The trial court properly dismissed the complaint against the defendant for lack of personal jurisdiction, as the plaintiff failed to establish that the defendant had sufficient minimum contacts with Connecticut to justify the exercise of personal jurisdiction.
The plaintiff‘s claim that the trial court improperly overlooked the defendant‘s alleged noncompliance with discovery was unavailing, as the plaintiff‘s argument that this court should, essentially, impose a discovery sanction on the defendant by deeming its appellate argument fundamentally compromised due to alleged discovery violations at the trial level had no basis in the law, and the plaintiff failed to meet his burden to demonstrate on appeal that his claims were sufficiently meritorious to warrant reversal of the trial court‘s judgment.
Procedural History
Action to recover damages for, inter alia, breach of contract, and for other relief, brought to the Superior Court in the judicial district of New Britain, where the court, Smith, J., granted in part the defendants’ motion to dismiss and rendered judgment thereon, from which the plaintiff appealed to this court. Affirmed.
Paul Fenaroli, with whom, on the brief, were Joseph M. Pastore III and Melissa Rose McClammy, for the appellant (plaintiff).
Christopher R. Drury, with whom, on the brief, were Thomas C. Blatchley and Justyn P. Stokely, for the appellee (named defendant).
WESTBROOK, J. The plaintiff, Jonathan R. Moris, brought the underlying civil action against several defendants alleging judicial dissolution, breach of a shareholders’ agreement, breach of an employment agreement, fraud, conversion, unjust enrichment, negligent misrepresentation, violations of the Connecticut Uniform Securities Act,
In its memorandum of decision on the motion to dismiss, the trial court noted the following facts as alleged by the plaintiff. “The plaintiff is an individual residing in Burlington, Connecticut. Invata Holdings is a Pennsylvania corporation with a principal place of business in Conshohocken, Pennsylvania. [Ayman] Labib is an individual residing in Lexington, Massachusetts.
“In 2010, the plaintiff and [Ryan] Sheehan incorporated an entity known as Invata, Inc., in Connecticut. At the end of 2011, Invata, Inc., merged with Glen Road Systems, Inc., a Pennsylvania corporation. In connection
“At some point prior to 2019, Glen Road Systems, Inc., changed its name back to Invata, Inc. On January 27, 2020, Invata, Inc., completed a ‘reorganization’ through which Invata, Inc.‘s existing shareholders formed a holding company, Invata Holdings, and contributed their existing shares to the capital of Invata Holdings. Invata, Inc., was then designated a subsidiary of Invata Holdings. Thereafter, Invata, Inc., was converted to a limited liability company. As a result of the reorganization, the plaintiff, Sheehan, and Leith Kuhn (a nonparty) became the sole shareholders and the directors of Invata Holdings. In or around February of 2020, Labib joined Invata Holdings as a shareholder. On or about April 15, 2020, the plaintiff and the other shareholders of Invata Holdings agreed to temporarily reduce their salar[ies] due to the economic impact of the COVID-19 pandemic. Invata Holdings represented to the plaintiff that the company would restore the plaintiff‘s salary to the prior rate on or around June 16, 2020, and further represented that the plaintiff‘s lost salary would be repaid dependent on the performance of Invata Holdings going forward. From April 15, 2020, to the date of the complaint, the plaintiff had not received any salary from Invata Holdings. In late 2020 into early 2021, Sheehan told the plaintiff that Sheehan was working on getting the plaintiff reincorporated into the day-to-day activities of Invata Holdings. In or around June of 2021, the plaintiff and Sheehan discussed a potential buyout of the plaintiff‘s equity in Invata Holdings. In response to the plaintiff‘s repeated requests for a distribution, Sheehan emailed the plaintiff a proposed separation agreement and stock purchase agreement on April 28, 2022. The plaintiff declined the offers, believing he did not have sufficient
“On September 7, 2022, the plaintiff delivered a letter to Invata Holdings proposing a buyout of the plaintiff‘s equity. To date, Invata Holdings has not paid or responded. Therefore, the plaintiff alleges, as of January 1, 2023, Invata Holdings has constructively terminated the plaintiff by expelling him from all material aspects of Invata Holdings.”
In 2023, the plaintiff commenced the present action against, inter alia, Invata Holdings alleging judicial dissolution, breach of the shareholders’ agreement, breach of the employment agreement, fraud, conversion, unjust enrichment, negligent misrepresentation, violations of
Invata Holdings filed a motion to dismiss on the ground that the court lacked personal jurisdiction over it under the applicable corporate long arm statute,
In order to place the trial court‘s decision in proper context, we note the following relevant legal standards and principles. “A motion to dismiss tests, inter alia, whether, on the face of the record, the court is without jurisdiction. . . . Because a jurisdictional challenge presents a question of law, our review is plenary.” (Citation omitted; internal quotation marks omitted.) North Sales Group, LLC v. Boards & More GmbH, 340 Conn. 266, 269, 264 A.3d 1 (2021).
“When a defendant challenges personal jurisdiction in a motion to dismiss, the court must undertake a two
“As articulated in the seminal case of International Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S. Ct. 154, 90 L. Ed. 95 (1945), the constitutional due process standard requires that, in order to subject a defendant to a judgment in personam, if he be not present within the territory of the forum, he have certain minimum contacts with it such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice. . . . In other words, [t]he [d]ue [p]rocess [c]lause protects an individual‘s liberty interest in not being subject to the binding judgments of a forum with which he has established no meaningful contacts, ties, or relations. . . . By requiring that individuals have fair warning that a particular activity may subject [them] to the jurisdiction of a foreign sovereign . . . the [d]ue [p]rocess [c]lause gives a degree of predictability to the legal system that allows potential defendants to structure their primary conduct with some minimum assurance as to where that conduct will and will not render them liable to suit . . . . The due process test for personal jurisdiction has two related components: the minimum
“For the purposes of this initial inquiry, the Supreme Court of the United States has articulated, and this court has recognized, two types of personal jurisdiction. Either specific jurisdiction or general jurisdiction can satisfy the constitutional requirement of sufficient minimum contacts between the defendant and the forum. A state court will have specific jurisdiction over a nonresident defendant whenever the defendant has purposefully directed [its] activities at residents of the forum . . . and the litigation [has] result[ed] from alleged injuries that arise out of or relate to those activities . . . . Whether a given defendant has contacts with the forum state sufficient to satisfy due process is dependent upon the facts of the particular case. Like any standard that requires a determination of reasonableness, the minimum contacts test of International Shoe Co. is not susceptible of mechanical application; rather the facts of each case must be weighed to determine whether the requisite affiliating circumstances are present. . . .
“Due process demands more, however, than the existence of minimum contacts between the defendant and the forum state. Once minimum contacts have been established, [t]he second stage of the due process inquiry asks whether the assertion of personal jurisdiction comports with traditional notions of fair play and substantial justice—that is, whether it is reasonable under the circumstances of the particular case.” (Citations omitted; internal quotation marks omitted.) Cogswell v. American Transit Ins. Co., supra, 282 Conn. 523–25.
In granting the motion to dismiss, the court, Smith, J., determined that, because the shareholders’ agreement2 applies to Invata Holdings, suit is authorized under the applicable long arm statute,
I
The plaintiff claims that the court improperly determined that exercising personal jurisdiction over Invata Holdings violated the due process requirements of the United States constitution in that it had insufficient “minimum contacts” with the state. We disagree.
The present case involves specific jurisdiction.3 “In the context of specific jurisdiction . . . the due process
We must determine whether the trial court may constitutionally exercise specific jurisdiction over Invata Holdings by virtue of a shareholders’ agreement that the plaintiff had entered into with Glen Road Systems, Inc., in 2012.4 Although Invata Holdings did not exist in 2012 when the shareholders’ agreement was signed, the trial court found that that agreement continued to apply to Invata Holdings, noting that the plaintiff alleged in his complaint that, “[o]n information and belief, [Invata Holdings] . . . later agreed to be bound by the terms of the
The issue of whether a contract with an out-of-state defendant can establish sufficient minimum contacts with the forum state has been addressed recently by our Supreme Court in North Sales Group, LLC v. Boards & More GmbH, supra, 340 Conn. 266. Specifically, in that case our Supreme Court set forth the following relevant standard: “[A]n individual‘s contract with an out-of-state party alone [cannot] automatically establish sufficient minimum contacts in the other party‘s home forum . . . . Rather, we must evaluate the totality of the circumstances, including prior negotiations and contemplated future consequences, along with the terms of the contract and the parties’ actual course of dealing . . . in determining whether the defendant purposefully established minimum contacts within the forum. . . .
“It is well established that, in evaluating the totality of the circumstances, it is the defendant‘s contacts
“The significance to the inquiry of both voluntariness and foreseeability is evident in the court‘s explanation of the principles underlying the purposeful availment requirement . . . which ensures that a defendant will not be haled into a jurisdiction solely as a result of random, fortuitous, or attenuated contacts . . . or of the unilateral activity of another party or a third person . . . . Jurisdiction is proper . . . [when] the contacts proximately result from actions by the defendant [itself] that create a substantial connection with the forum [s]tate. . . . Thus [when] the defendant deliberately has engaged in significant activities within a [s]tate . . . or has created continuing obligations between [itself] and residents of the forum . . . [it] manifestly has availed [itself] of the privilege of conducting business there, and because [its]
The following background information bears repeating. Following the 2011 merger of Invata, Inc.—an entity that the plaintiff and Sheehan had incorporated in Connecticut—into Glen Road Systems, Inc.—a Pennsylvania corporation—the plaintiff entered into a shareholders’ agreement with Glen Road Systems, Inc., in 2012. Eight years later, in 2020, after Glen Road Systems, Inc., had changed its name back to Invata, Inc., there was a reorganization such that Invata, Inc.‘s then existing shareholders, which included the plaintiff, formed Invata Holdings—a holding company incorporated in Pennsylvania. Invata, Inc., was then designated as a subsidiary of Invata Holdings and converted into a limited liability company. As stated in the complaint, as part of the reorganization, Invata, Inc.‘s ownership in Attabotics, a Canada based robotics company in which
According to the plain terms of the shareholders’ agreement, seven shareholders, including the plaintiff, entered into that agreement with Glen Road Systems, Inc. The agreement did not contemplate or require performance in Connecticut but, instead, delineated the number of shares held by each shareholder and set forth a governing structure for the management and disposition of such stock. It further provided that any notice, demand, offer or other written instrument required or permitted to be given should be either, depending on circumstance, sent to Glen Road Systems, Inc., in Conshohocken, Pennsylvania, or to one of its seven shareholders, who resided in various states, including Pennsylvania, Connecticut, Texas, Maine, and New Hampshire.6 Additionally, the shareholders’ agreement provides that it shall be construed according to the laws of the Commonwealth of Pennsylvania and the Pennsylvania Business Corporations Law. These provisions of the shareholders’ agreement raise questions about the foreseeability that Invata Holdings could be haled into court in Connecticut. See North Sales Group, LLC v. Boards & More GmbH, supra, 340 Conn. 298 (contractual provisions raised serious questions regarding foreseeability that defendant could be haled into court in Connecticut where contract did not explicitly contemplate performance in Connecticut, included choice of law provision designating Wisconsin law as controlling, required defendant to send its royalty fees to Wisconsin bank, and provided that notices were required to be sent to counsel in Wisconsin).
In addition to the shareholders’ agreement, the plaintiff relies on the following forum contacts: (1) retention of Connecticut based counsel Feiner Wolfson; (2) the use of Connecticut phone numbers by some shareholders
Regarding the retention of the Connecticut based firm of Feiner Wolfson, the plaintiff argues that the firm represented the “Invata enterprise” since its inception and that Attorney Feiner played a central role in the “F reorganization”7 of Invata, Inc., which gave rise to Invata Holdings. In support of his argument, the plaintiff appended to his objection an email from Attorney Feiner to Jeff Adler, a Pennsylvania attorney, describing Invata, Inc.‘s corporate structure and stating that “I think we want to keep the same structure for the holding company . . . .” Attorney Feiner‘s email was in response to Attorney Adler‘s email indicating that the requisite forms were attached, noting that the name of the company to be formed is Invata Holdings, Inc., and suggesting a number of shares. Also appended to the opposition was an email from Damien Sibilla, Invata, Inc.‘s chief financial officer, to Attorney Adler stating that the first step of the tax reorganization is to create a new Pennsylvania entity, Invata Holdings, as an S corporation8 and asking for Attorney Adler‘s assistance because Invata
Next, the plaintiff contends that some shareholders used Connecticut phone numbers to conduct business for Invata Holdings. In his affidavit, which was appended to his opposition, the plaintiff stated that, following the formation of Invata, Inc., Connecticut cell phone numbers were given to employees of Invata, Inc., whose principal place of business is in Canton, Connecticut, and that Sheehan used that cell phone number to “conduct Invata business through calls and texts”9 and that the plaintiff discussed Invata‘s operation systems with Sheehan using that assigned phone number. That the plaintiff and Sheehan may have discussed issues pertaining to Invata Holdings using Connecticut based cell phone numbers obtained from Invata, Inc., is insufficient because these actions do not indicate that Invata Holdings, which is based in Pennsylvania and did not assign the Connecticut phone numbers, purposefully availed itself of the benefit and protections of Connecticut‘s laws. See, e.g., Lyons v. Birmingham Law Office, LLC, 224 Conn. App. 758, 779, 315 A.3d 391 (2024) (“[t]elephone and mail contacts are jurisdictionally insufficient unless the defendant projected himself by those means into [the forum state] in such a manner that he purposefully availed himself . . . of the benefits and protections of its laws” (internal quotation marks omitted)).
Additionally, the plaintiff‘s signing of the shareholders’ agreement in Connecticut, his residence in
Next, the plaintiff argues that “Invata Holdings derived income through its wholly owned subsidiary, Invata, Inc. ([now known as] Invata, LLC) . . . . It is undisputed that, as a result of the [qualified subsidiary] election, Invata, LLC‘s financials are reported as belonging to Invata Holdings. Thus, through Invata, Inc., Invata Holdings maintained an operational and financial presence in the state, and its consolidated financial reporting reflects an acknowledgment that its revenues and liabilities remain intertwined with Connecticut based operations.”
As an S corporation, Invata Holdings reports—for federal tax purposes—all of the income of its qualified subsidiary, Invata, LLC—which still exists separately under
The plaintiff, however, argues that Invata Holdings is Invata, Inc.‘s legal successor, and, thus, its Connecticut contacts are attributable to Invata Holdings. The trial court did not address whether, as a legal matter, the contacts of a predecessor are properly attributable to a successor, an issue on which there exists a split of authority,11 reasoning that “the plaintiff‘s complaint is silent as to any allegations of successor liability, and the plaintiff has not alleged any specific contacts by Invata, Inc., to support that the cause of action arises out of any contacts that Invata, Inc., had with Connecticut.” We agree with the trial court and, likewise, do not address the issue of successor liability.
The plaintiff further contends that the Connecticut contacts of Invata, Inc./Invata, LLC, are properly attributed to Invata Holdings pursuant to alter ego principles. However, the use of alter ego theories—whereby the corporate veil is pierced in order to find the subsidiary to be the alter ego of its parent, thereby treating the two
We turn to North Sales Group, LLC v. Boards & More GmbH, in which our Supreme Court stated that, “in the life of a contractual relationship of the length involved here, it is difficult to imagine fewer contacts between the defendant [B&M] and the forum. Besides the long-term nature of the contractual relationship, the plaintiff relies on the following forum contacts: (1) B&M knowingly entered into a contract with the Connecticut based plaintiff; (2) B&M negotiated the contract by sending communications to the plaintiff in Connecticut; (3) the contract contemplated and even mandated that the plaintiff would perform its own obligations under the contract in Connecticut, which would result in Connecticut‘s being the locus of any harm the plaintiff would suffer as a consequence of a breach of the contract; (4) B&M maintained a nearly twenty year business relationship with the plaintiff in Connecticut, including a visit to the forum and sending
The forum contacts in the present case are strained, as were those in North Sales Group, LLC. The lack of any evidence or allegations that Invata Holdings—which did not exist in 2012—initiated contact with the plaintiff in relation to the shareholders’ agreement or otherwise purposefully reached out into the forum, that the terms of the shareholders’ agreement do not contemplate performance in Connecticut, and the lack of allegations or evidence that the shareholders’ agreement was performed in Connecticut belies the plaintiff‘s contention that Invata Holdings purposefully availed itself of the benefits and protections of Connecticut‘s laws. See id., 299–300 (that defendant did not perform its contractual obligations in Connecticut and contract did not require it to do so weighed heavily against finding minimum contacts).
The plaintiff, however, argues that, unlike North Sales Group, LLC, “the present case involves a Connecticut based director and shareholder asserting rights against a company that, through its structure and operations, has continuously engaged with Connecticut. Rather than being difficult to imagine fewer contacts between [Invata Holdings] and the forum, it is difficult to imagine more regular or substantial contacts with Connecticut: Invata Holdings’ director, its long-time counsel, a significant shareholder, its historical revenues, and even the legal work that birthed the company—all are rooted in Connecticut.” (Internal quotation marks omitted.) The plaintiff‘s alleged forum contacts, even if proven, however, do not weigh in favor of jurisdiction because they do not evince purposeful availment by Invata Holdings, or they
In sum, the plaintiff has failed to establish that Invata Holdings has sufficient minimum contacts with Connecticut to justify the exercise of personal jurisdiction. In light of this, we do not reach the next part of the due process analysis concerning whether the exercise of personal jurisdiction would be reasonable. See, e.g., North Sales Group, LLC v. Boards & More GmbH, supra, 340 Conn. 314 (“[b]ecause the plaintiff failed to satisfy its burden regarding minimum contacts, we do not need to determine whether personal jurisdiction would be reasonable“). Therefore, we conclude that the trial court properly dismissed the complaint against Invata Holdings for lack of personal jurisdiction.
II
The plaintiff next claims that the trial court, in ruling on the motion to dismiss, improperly overlooked Invata Holdings’ alleged “calculated efforts to obstruct jurisdictional discovery, which not only undermined the integrity of the factual record but warranted sanctions under
Under
The plaintiff filed a motion for an order of compliance or default as to Invata Holdings and requested, inter alia, a finding, pursuant to
The inherent authority of a trial court to impose reasonable sanctions is derived from
The judgment is affirmed.
In this opinion the other judges concurred.