Trikona Advisers Ltd. v. Haida Investments Ltd. ( 2015 )

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TRIKONA ADVISERS LIMITED v. HAIDA
INVESTMENTS LIMITED ET AL.
(SC 19439)
Rogers, C. J., and Palmer, Zarella, Eveleigh, Espinosa and Vertefeuille, Js.
Argued April 21—officially released September 1, 2015
John G. Balestriere, pro hac vice, with whom were
Jillian L. McNeil, pro hac vice, Stefan Savic, and, on
the brief, James T. Shearin, for the appellants
(defendants).
Michael C. Gilleran, pro hac vice, with whom, on
the brief, was Christopher L. Ayers, for the appellees
(named plaintiff et al.).
Robert D. Laurie, with whom, on the brief, was
Shrina B. Faldu, for the appellee (plaintiff Vera Finan-
cial Corporation).
Opinion
EVELEIGH, J. This action arises out of a dispute
over the control and ownership of 500 shares of stock
(shares) in the named plaintiff, Trikona Advisers Lim-
ited (Trikona), an investment advisory corporation spe-
cializing in Indian real estate, which is incorporated in
the Cayman Islands. The plaintiffs Asia Pacific Ventures
Limited (Asia Pacific) and Vera Financial Corporation
(Vera Financial) brought an interpleader action, pursu-
ant to General Statutes § 52-484, to determine owner-
ship of the shares.1 The named defendant, Haida
Investments Limited (Haida), appeals from the judg-
ment of the trial court rendering an interlocutory judg-
ment of interpleader.2 On appeal, Asia Pacific claims
that Haida lacks standing to appeal because Haida was
not aggrieved by the trial court’s interlocutory judgment
of interpleader.3 Haida contends that there are no com-
peting claims to the shares warranting the trial court’s
interlocutory judgment of interpleader.4 We conclude
that Haida has established aggrievement and that the
trial court properly rendered an interlocutory judgment
of interpleader because Asia Pacific and Vera Financial
alleged facts sufficient to establish that Haida has a
claim to the shares and that there are facially competing
claims to the shares. Accordingly, we affirm the judg-
ment of the trial court.
The record reveals the following facts and procedural
history, which provide the necessary background for
the resolution of this appeal. The present interpleader
action stems from a dispute between two families over
the ownership and control of Trikona.5 In 2006, Aashish
Kalra6 and Rakshitt Chugh formed Trikona. Asia Pacific
allegedly owns 50 percent of Trikona stock, represent-
ing Kalra’s interest. Haida and ARC Capital, LLC (ARC
Capital), collectively own the remaining 50 percent of
Trikona stock, representing Chugh’s interest. Kalra and
Chugh initially were comanaging directors of Trikona,
sharing equal operational control over the corporation,
and they both served on Trikona’s board of directors
since its inception.7 On February 24, 2012, Trikona filed
a complaint alleging, inter alia, that Chugh, acting in
his capacity as the agent of Haida, had breached his
fiduciary duties owed to Trikona (underlying com-
plaint). In the underlying complaint, Trikona sought the
imposition of a constructive trust on the stock held by
Haida and ARC Capital.8
Between 2010 and 2012, Vera Financial made a series
of unsecured loans to Asia Pacific. In April, 2013, Vera
Financial and Asia Pacific entered into an agreement,
which consolidated the unsecured loans into one
secured loan and granted Vera Financial a security inter-
est, not to exceed $500,000, in all of the assets of Asia
Pacific, including Asia Pacific’s shares in Trikona. The
agreement also included a special power of attorney,
by which Asia Pacific granted Vera Financial the right
to acquire, sell, transfer, assign, and dispose of all or
any part of the shares. Asia Pacific subsequently
defaulted on its obligation under the agreement. Vera
Financial alleges that, in July, 2013, Asia Pacific ‘‘exe-
cuted a stock power transferring and/or assigning all
of its ownership rights in the shares to Vera Financial.’’
In February, 2012, Haida and ARC Capital, as share-
holders of Trikona, filed a petition to wind-up and dis-
solve Trikona in the Grand Court of the Cayman Islands
and named Asia Pacific as the principal respondent
in the action. Haida and ARC Capital also sought the
immediate appointment of provisional liquidators, oth-
erwise known in the United States as trustees. The
Grand Court of the Cayman Islands granted this request
in January, 2013, and awarded Haida and ARC Capital
approximately $760,000 in attorney’s fees against Asia
Pacific. Haida and ARC Capital moved to attach the
shares and the Grand Court of the Cayman Islands
subsequently granted an ex parte provisional charging
order against the shares in the amount of the judgment
that had been previously awarded. In its appellate brief
before this court, Haida represents that, once the charg-
ing order was made absolute, Haida and ARC Capital
issued a summons for the sale of the shares by pub-
lic auction.
On October 4, 2013, Asia Pacific filed a motion in the
Superior Court seeking permission to tender the shares
to that court or, in the alternative, the appointment of
a temporary receiver to hold the shares. By a complaint
dated October 23, 2013 (interpleader complaint), Asia
Pacific and Vera Financial commenced the present
interpleader action, seeking, among other relief, a final
judicial determination as to the proper owner of the
shares.9 Haida and ARC Capital did not file an answer
to the interpleader complaint denying the factual allega-
tions contained therein.10
Following oral argument on the motion, the trial court
rendered an interlocutory judgment of interpleader,
ordering that the shares be deposited with the clerk of
the court on the same day that the order was entered.
In its brief, Haida represents that, following the trial
court’s judgment of interpleader, Haida and ARC Capi-
tal asked for an adjournment of the proceeding before
the Grand Court of the Cayman Islands, which was
granted, and that, therefore, the public auction never
took place. Haida subsequently moved for reconsidera-
tion of the trial court’s interlocutory judgment of inter-
pleader. Following oral argument, the trial court denied
that motion. Haida subsequently appealed from the
judgment of the trial court to the Appellate Court, and
we transferred the appeal to this court pursuant to
General Statutes § 51-199 (c) and Practice Book § 65-1.
Pursuant to Practice Book §§ 60-2 (1) and 61-10 (b),
this court ordered the trial court to articulate the factual
basis for its judgment of interpleader. Specifically, this
court ordered clarification as to ‘‘whether [the trial
court] found [that there were claims by] two or more
[persons] to the [shares].’’ The trial court issued an
articulation in which it stated that it had ‘‘concluded that
all of the parties who participated in the interpleader
hearing had, and apparently still have, claims to the
[shares] which were and are strong enough to justify
the standards of an interlocutory judgment of inter-
pleader.’’ (Emphasis in original.) The trial court further
clarified that it cannot ‘‘make the necessary determina-
tions as to any of the . . . parties, who are at this point
in the case at least potentially entitled to some interest
in the [shares], until the case is tried on the merits.’’
Before we address the claims on appeal, we begin
by setting forth the general legal principles governing
interpleader actions pursuant to § 52-484. ‘‘Although
interpleader originally derived from common law and
equity, in [1893], the legislature adopted ‘a broad statu-
tory bill in the nature of interpleader that did not incor-
porate the traditional equitable restriction[s] [on
interpleader]. Except for the addition of a provision for
costs and fees and for a few trivial language modifica-
tions, this statute remains as Connecticut’s interpleader
rule.’ ’’ Vincent Metro, LLC v. YAH Realty, LLC, 297
Conn. 489, 495–96, 1 A.3d 1026 (2010), quoting 2 E.
Stephenson, Connecticut Civil Procedure (3d Ed. 2002)
§ 225 (b). Section 52-484 provides in relevant part:
‘‘Whenever any person has, or is alleged to have, any
money or other property in his possession which is
claimed by two or more persons, either he, or any of
the persons claiming the same, may bring a complaint
in equity, in the nature of a bill of interpleader, to any
court which by law has equitable jurisdiction of the
parties and amount in controversy, making all persons
parties who claim to be entitled to or interested in such
money or other property. Such court shall hear and
determine all questions which may arise in the case
. . . .’’
‘‘ ‘[I]nterpleader is a broad joinder device to facilitate
consolidation of related claims so as to avoid multiple
litigation as well as protection against multiple liability
. . . .’ ’’ Vincent Metro, LLC v. YAH Realty, LLC, supra,
297 Conn. 496, quoting 2 E. Stephenson, supra, § 225
(a). ‘‘The classic interpleader action existing in equity,
prior to the enactment of the statute, was brought by
a disinterested stakeholder to establish the undivided
ownership of money or property claimed by two or
more entities or individuals. . . . After the passage of
the forerunner to § 52-484 in 1893, the rule that an
interpleader action be maintained only by a stakeholder
with no interest in the disposition of the fund was
relaxed.’’ (Citations omitted.) Millman v. Paige, 55
Conn. App. 238, 242, 738 A.2d 737 (1999). ‘‘Section 52-
484 does not preclude an action . . . in which all claim-
ants, including an interested possessor, as defendants,
seek all or a portion of the amount being held by one
of the defendants. The equitable purpose of the statute
is to give all those interested or entitled to all or a
portion of a fund held by another an opportunity to
resolve all questions in a single action.’’ Id., 243; see
also Vincent Metro, LLC v. YAH Realty, LLC, supra,
497 n.9 (noting that ‘‘stakeholders may commence inter-
pleader actions even if they have an interest in the
disputed fund’’).
‘‘Actions pursuant § 52-484 involve two distinct parts
. . . .’’ (Internal quotation marks omitted.) Vincent
Metro, LLC v. YAH Realty, LLC, supra, 297 Conn. 497;
see also Gold v. Rowland, 296 Conn. 186, 216 n.24,
994 A.2d 106 (2010). In the first part, the court must
determine whether the interpleader plaintiff has alleged
facts sufficient to establish that ‘‘there are adverse
claims to the fund or property’’ at issue. Practice Book
§ 23-43. If the court considers interpleader to be proper
under the circumstances, then the court may render
an interlocutory judgment of interpleader. See Yankee
Millwork Sash & Door Co. v. Bienkowski, 43 Conn.
App. 471, 473, 683 A.2d 743 (1996) (‘‘[t]he interlocutory
judgment of interpleader determines the propriety of
the interpleader procedure’’). Only once an interlocu-
tory judgment of interpleader has been rendered may
the court hold a trial on the merits, compelling the
parties to litigate their respective claims to the disputed
property. Practice Book § 23-44.11
I
As a preliminary matter, we first address the issue
of whether Haida has standing to bring the present
appeal. Asia Pacific contends that Haida lacks standing
to appeal the trial court’s interlocutory judgment of
interpleader. Specifically, Asia Pacific asserts that,
because Haida disclaims all rights to the shares, Haida
was not aggrieved by the trial court’s interlocutory judg-
ment of interpleader and, therefore, Haida does not
have sufficient interest in the matter to pursue this
appeal. Haida contends that it has standing to bring
this appeal because it was named as a defendant to the
interpleader action. We agree with Haida.
‘‘A threshold inquiry of this court upon every appeal
presented to it is the question of appellate jurisdiction.’’
(Internal quotation marks omitted.) King v. Sultar, 253
Conn. 429, 434, 754 A.2d 782 (2000). ‘‘The right to appeal
is purely statutory, and only an aggrieved party may
appeal.’’ (Internal quotation marks omitted.) Perry v.
Perry, 312 Conn. 600, 610, 95 A.3d 500 (2014); see also
Practice Book § 61-1. General Statutes § 52-263, which
governs the subject matter jurisdiction of this court,
provides in relevant part that ‘‘if either party is aggrieved
by the decision of the court or judge upon any question
or questions of law arising in the trial . . . he may
appeal to the court having jurisdiction from the final
judgment of the court or of such judge . . . .’’12 ‘‘A
determination regarding . . . subject matter jurisdic-
tion is a question of law . . . [and, therefore] our
review is plenary.’’ (Internal quotation marks omitted.)
Niro v. Niro, 314 Conn. 62, 67, 100 A.3d 801 (2014).
‘‘It is axiomatic that aggrievement is a basic require-
ment of standing, just as standing is a fundamental
requirement of jurisdiction. . . . There are two general
types of aggrievement, namely, classical and statutory;
either type will establish standing, and each has its own
unique features.’’ (Internal quotation marks omitted.)
Perry v. Perry, supra, 312 Conn. 620. ‘‘Classical
aggrievement requires a two part showing. First, a party
must demonstrate a specific, personal and legal interest
in the subject matter of the [controversy], as opposed
to a general interest that all members of the community
share. . . . Second, the party must also show that the
[alleged conduct] has specially and injuriously affected
that specific personal or legal interest.’’ (Internal quota-
tion marks omitted.) Id. ‘‘Statutory aggrievement exists
by legislative fiat, not by judicial analysis of the particu-
lar facts of the case. In other words, in cases of statutory
aggrievement, particular legislation grants standing to
those who claim injury to an interest protected by that
legislation.’’ (Internal quotation marks omitted.) Sora-
cco v. Williams Scotsman, Inc., 292 Conn. 86, 92, 971
A.2d 1 (2009). ‘‘Aggrievement is established if there is
a possibility, as distinguished from a certainty, that
some legally protected interest . . . has been
adversely affected.’’ (Emphasis added; internal quota-
tion marks omitted.) Smith v. Snyder, 267 Conn. 456,
461, 839 A.2d 589 (2004).
In the present case, Haida does not claim statutory
aggrievement; therefore, we consider whether Haida
has been classically aggrieved by the trial court’s inter-
locutory judgment of interpleader. Asia Pacific claims
that, by contending on appeal that it does not presently
have any claim to the shares, Haida has failed to satisfy
the test for classical aggrievement because it has no
specific personal and legal interest that has been
adversely affected.
For purposes of resolving the issue of whether Haida
has been aggrieved by the trial court’s interlocutory
judgment of interpleader, it is not necessary that this
court determine the exact nature of Haida’s interest in
the subject matter. Haida need only have a ‘‘personal
and legal interest in the subject matter . . . .’’ (Internal
quotation marks omitted.) Perry v. Perry, supra, 312
Conn. 620. Asia Pacific and Vera Financial allege that
Haida and ARC Capital are seeking to use the final
charging order from the Grand Court of the Cayman
Islands to gain full control and ownership over the
shares, thereby obtaining full control and ownership
of Trikona and gaining the authority to withdraw the
underlying complaint. Although, in its appellate brief,
Haida disclaims ‘‘any possessory interest’’ in the shares
and asserts that ‘‘no lien exists,’’ Haida does not dispute
that the shares are subject to a charging order in the
amount of a judgment previously awarded to Haida and
ARC Capital in a proceeding held before the Grand
Court of the Cayman Islands or that the shares may
be sold at a public auction in the Cayman Islands in
satisfaction of the judgment rendered by that court
against Asia Pacific.13 These undisputed facts demon-
strate that Haida has an interest in the disposition of
the shares at the second stage of the interpleader action
because of its interest in having the shares sold at a
public auction to satisfy its judgment against Asia
Pacific. We conclude, therefore, that as a secured credi-
tor of Asia Pacific by means of the charging order
granted by the Grand Court of the Cayman Islands,
Haida has a sufficient personal and legal interest in the
subject matter of this action to be aggrieved. See Perry
v. Perry, supra, 620.
Moreover, it is sufficient that Asia Pacific and Vera
Financial’s allegations establish that there is a ‘‘possibil-
ity’’ that some legally recognizable interest of Haida’s
‘‘ ‘has been adversely affected’ ’’ by the interlocutory
judgment of interpleader. Smith v. Snyder, supra, 267
Conn. 461. Because the trial court’s interlocutory judg-
ment of interpleader has effectively deprived any party
of the use of the shares and the ability to exercise any
rights over the shares until there is a judicial determina-
tion as to each party’s rights to the shares, the present
case satisfies the standard for classical aggrievement.
We conclude, therefore, that Haida has standing to
bring this appeal because the allegations in Asia Pacific
and Vera Financial’s interpleader complaint, if true,
demonstrate that there is a possibility that Haida’s
alleged security interest in the shares will be
adversely affected.
II
Having concluded that we have appellate jurisdiction,
we next consider the merits of Haida’s claim on appeal.
On appeal, Haida claims that the only entity with an
interest in the shares legally recognized under the law
of the Cayman Islands is Asia Pacific and that, as a
result, the statutory requirement that the property at
issue in an interpleader action be ‘‘claimed by two or
more persons’’ has not been satisfied. General Statutes
§ 52-484. Asia Pacific and Vera Financial respond that
there are competing claims to the shares. Specifically,
Asia Pacific claims that Asia Pacific, Haida, and ARC
Capital have uncontested claims to the shares and that
Vera Financial has a ‘‘contested claim’’ to the shares.
Vera Financial asserts that it has a claim to the shares
because Asia Pacific validly transferred ownership of
the shares to Vera Financial as the winding-up proceed-
ing held in the Grand Court of the Cayman Islands was
not formally recognized under chapter 15 of the United
States Bankruptcy Code. See 11 U.S.C. § 1501 et seq.
Vera Financial further claims that Haida and ARC Capi-
tal have an ex parte lien over the shares. We conclude
that Asia Pacific and Vera Financial have alleged facts
sufficient to establish the existence of competing claims
to the shares.
Neither this court nor the Appellate Court has estab-
lished the standard of review for a claim challenging
the trial court’s interlocutory judgment of interpleader
pursuant to § 52-484.14 Therefore, in determining the
appropriate standard of review, we turn to a procedur-
ally similar action—a motion to intervene as a matter
of right. See, e.g., Kerrigan v. Commissioner of Public
Health, 279 Conn. 447, 456–57, 904 A.2d 137 (2006).
‘‘For purposes of judging the satisfaction of [the] condi-
tions [for intervention] we look to the pleadings, that is,
to the motion for leave to intervene and to the proposed
complaint or defense in intervention, and . . . we
accept the allegations in those pleadings as true. The
question on a petition to intervene is whether a well-
pleaded defense or claim is asserted. Its merits are not
to be determined. . . . Thus, neither testimony nor
other evidence is required to justify intervention, and
[a] proposed intervenor must allege sufficient facts,
through the submitted motion and pleadings, if any,
in order to make a showing of his or her right to
intervene. The inquiry is whether the claims contained
in the motion, if true, establish that the proposed inter-
venor has a direct and immediate interest that will be
affected by the judgment.’’ (Citation omitted; emphasis
added; internal quotation marks omitted.) Id., 457. Simi-
larly, the question presented at the first stage of an
interpleader action is whether there are ‘‘conflicting
claims to property in the hands of a stakeholder’’ so as to
make interpleader appropriate. Commercial Discount
Co. v. Plainfield, 120 Conn. 274, 278–79, 180 A. 311
(1935), citing Grand Lodge v. Burns, 84 Conn. 356, 363,
80 A. 157 (1911). ‘‘A complaint in an interpleader action
should allege only such facts as show that there are
adverse claims to the fund or property and need not,
in fact, should not, allege the basis upon which any
claimant relies to justify his claim; the latter allega-
tions are to be made in the statement of claim following
the interlocutory judgment of interpleader.’’ (Emphasis
added; internal quotation marks omitted.) Yankee Mill-
work Sash & Door Co. v. Bienkowski, supra, 43 Conn.
App. 473, citing Practice Book (1978–97) § 538 (now
§ 23-43).
This court has held that ‘‘the less restrictive de novo
standard of review is more consistent with the nature
of the relevant inquiry taken to evaluate [whether a
movant seeking to intervene as a matter of right has
demonstrated a sufficient interest in the subject matter
of the litigation], which is confined to a review of the
relevant pleadings, with all allegations therein taken as
true’’ than the abuse of discretion standard of review.
Kerrigan v. Commissioner of Public Health, supra, 279
Conn. 455. In light of the similarities to granting a
motion to intervene as a matter of right, we conclude
that the appropriate standard of review for an interlocu-
tory judgment of interpleader is de novo.15
Section 52-484 is ‘‘remedial . . . and to be favorably
construed. It requires the court to which any complaint
founded upon it may be brought, to ‘hear and dispose
of all questions which may arise in such case,’ and by
the provision for making not only all who claim to be
‘entitled to,’ but all who claim to be ‘interested in,’ the
property in question, parties defendant, shows that its
purpose is to secure a determination of every right,
title or interest that can by possibility be set up.’’16
(Emphasis added.) Union Trust Co. v. Stamford Trust
Co., 72 Conn. 86, 93, 43 A. 555 (1899); see also United
States v. Federative Republic of Brazil, 748 F.3d 86, 95
(2d Cir. 2014) (‘‘[a]n interpleader suit, by its very nature,
identifies various possible claimants to the funds at
issue, but leaves it to the court to decide which, if any,
have a valid claim’’ [emphasis in original]); 44B Am.
Jur. 2d 609, Interpleader § 3 (2007) (‘‘Interpleader stat-
utes are to be liberally construed. Every reasonable
doubt should be resolved in favor of a putative stake-
holder’s right to interplead.’’ [Footnote omitted.]). ‘‘It
is the express purpose of interpleader actions to avoid
duplicative litigation by resolving all possible questions
of liability between all possible parties in one proceed-
ing. As such, interpleader actions are especially
designed to advance the interests of wise judicial admin-
istration and should be furthered whenever possible.’’
Zellen v. Second New Haven Bank, 454 F. Supp. 1359,
1365 (D. Conn. 1978); see also John Hancock Mutual
Life Ins. Co. v. Advance Realty Co., 9 Conn. Supp.
367, 368 (1941) (‘‘[t]he instances will be extremely rare
where an interlocutory judgment will be denied when
the plaintiff alleges the possession of funds to which
two or more claim to be entitled’’).
In the present case, although Vera Financial alleges
that it is the ‘‘legal and/or equitable owner’’ of the shares,
Asia Pacific asserts that it continues to own the shares.17
Furthermore, Asia Pacific and Vera Financial allege that
the Grand Court of the Cayman Islands awarded Haida
and ARC Capital a judgment against Asia Pacific at the
winding-up proceeding and subsequently granted an ex
parte provisional charging order against the shares in
the amount of the judgment. Asia Pacific alleges that
the Grand Court of the Cayman Islands disregarded the
fact that Asia Pacific had existing creditors, including
a secured creditor, namely, Vera Financial, when it
made the charging order absolute. Haida and ARC Capi-
tal did not deny Asia Pacific and Vera Financial’s allega-
tions regarding the alleged charging order at oral
argument before the trial court. Having reviewed the
facts set forth in the interpleader complaint, we con-
clude that Asia Pacific and Vera Financial’s allegations
are legally sufficient to support the trial court’s interloc-
utory judgment of interpleader.
Haida dedicates most of its appellate briefs to con-
testing the merits of each party’s purported claim to
the Trikona shares, and its briefs are devoid of any
claim that Asia Pacific and Vera Financial have failed
to satisfy the pleading standard set forth in Practice
Book § 23-43.18 The crux of Haida’s claim on appeal is
that, pursuant to Cayman Islands law, Asia Pacific is
the only possible legal owner of the shares and that,
therefore, there are no competing claims to the shares
that would warrant the trial court’s interlocutory judg-
ment of interpleader, as required under § 52-484. First,
Haida alleges that Cayman Islands law precludes any
transfer of shares in a company after the commence-
ment of a winding-up proceeding. Thus, Haida claims
that Vera Financial can have no claim to the shares
under Cayman Islands law because the alleged stock
power between Asia Pacific and Vera Financial
occurred after the winding-up proceeding held in the
Grand Court of the Cayman Islands had commenced.
Second, Haida similarly claims that Cayman Islands law
precludes Haida’s acquisition of the shares without an
order from the Grand Court of the Cayman Islands.
Haida argues that, as a result of the charging order
against the shares issued by the Grand Court of the
Cayman Islands, Haida and ARC Capital issued a sum-
mons for the sale of the shares at a public auction.
Haida claims that because any individual or entity,
including Asia Pacific and Vera Financial, would have
an opportunity to bid on the shares at the public auction
and no such auction has yet taken place, Haida does
not have a ‘‘possessory interest’’ in the Trikona shares.
To the extent that Haida asserts that this court should
consider the merits of the claims alleged in the inter-
pleader complaint to determine their viability under
Cayman Islands law, we decline to entertain such an
assertion.19 It was not the role of the trial court, nor is
it the function of this court on appeal, to consider the
merits of the purportedly competing claims at this pre-
liminary stage of the present interpleader action. See
Vincent Metro, LLC v. YAH Realty, LLC, supra, 297
Conn. 497. Applying the interpleader standard set forth
previously in this opinion, and considering the liberal
construction of § 52-484, we accept the allegations in
the interpleader complaint as true and conclude that
Asia Pacific and Vera Financial have alleged facts suffi-
cient to establish that Asia Pacific, Vera Financial,
Haida, and ARC Capital all have facially competing
claims to the shares. See 44B Am. Jur. 2d, supra, § 3,
p. 609 (‘‘[i]nterpleader statutes are to be liberally con-
strued’’). As the Appellate Court has previously
explained, Asia Pacific and Vera Financial have no duty
to ‘‘allege the basis upon which any claimant relies to
justify his claim’’ before the trial court’s interlocutory
judgment of interpleader, as the parties will have an
opportunity to present such allegations at the second
procedural stage of this action in which the merits of
their claims are adjudicated. Yankee Millwork Sash &
Door Co. v. Bienkowski, supra, 43 Conn. App. 473.
We further rely upon the trial court’s articulation in
which it stated that interpleader was proper under the
circumstances because all parties to the interpleader
action are ‘‘at least potentially entitled to some interest
in the stock . . . .’’20 Moreover, insofar as Haida claims
that the charging order granted by the Grand Court of
the Cayman Islands against the shares does not qualify
as a sufficient interest in the Trikona shares for pur-
poses of maintaining an interpleader action, we dis-
agree. As this court explained in Union Trust Co., § 52-
484 is broad enough to encompass any ‘‘interest that
can by possibility be set up.’’ (Emphasis added.) Union
Trust Co. v. Stamford Trust Co., supra, 72 Conn. 93.
In consideration of the fact that these parties have
been involved in multiple proceedings in several juris-
dictions; see footnote 5 of this opinion; and that the
underlying dispute between the parties is likely to con-
tinue until the ownership of the shares and, thus, the
ultimate control of Trikona, are determined, it is in the
interest of wise judicial administration to resolve all
questions concerning the shares in a single proceeding
with all interested parties present. See Zellen v. Second
New Haven Bank, supra, 454 F. Supp. 1365 (noting
that ‘‘interpleader actions are especially designed to
advance the interests of wise judicial administration’’).
We conclude that Asia Pacific and Vera Financial
have sufficiently stated a cause of action for inter-
pleader, satisfying the pleading requirements as set
forth in Practice Book § 23-43. Accordingly, we affirm
the trial court’s interlocutory judgment of interpleader.
The judgment is affirmed.
In this opinion the other justices concurred.
1
We note that, although Trikona filed the original complaint in the underly-
ing action, it was not named as a party in the interpleader complaint by
Asia Pacific and Vera Financial. For the sake of simplicity, we refer to all
of the plaintiffs by name.
2
The other defendants in the present case are Rakshitt Chugh and ARC
Capital, LLC. Although Chugh was named as a defendant in the original
complaint filed by Trikona, he was not named a party in the interpleader
complaint filed by Asia Pacific and Vera Financial. ARC Capital, LLC, was
named as a defendant in the interpleader action, but is not a party to the
present appeal. For the sake of simplicity, we refer to all of the defendants
by name.
3
We note that Trikona has filed a joint appellate brief with Asia Pacific
and that Rakshitt Chugh has filed a joint appellate brief with Haida. Because
neither Trikona nor Chugh were named as parties to the interpleader action
filed by Asia Pacific and Vera Financial, we ascribe the various assertions
contained within these joint briefs to Asia Pacific and Haida, respectively.
4
Insofar as Haida claims that the trial court’s interlocutory judgment of
interpleader interferes with a proceeding involving the shares in the Cayman
Islands in violation of principles of international comity, the argument is
premised on conclusory statements. Although Haida cites to one case for
the general principle of international comity, Haida does not undertake any
analysis or application of the law to the facts in this case. Furthermore, to
the extent that Asia Pacific claims that the failure of ARC Capital, LLC, to
appeal from the trial court’s judgment of interpleader deprives this court
of the authority to reverse the trial court’s judgment, the argument is made
in a mere three sentences of its appellate brief and is unaccompanied by
any supporting analysis or citation to relevant legal authority. We consider
these claims inadequately briefed and, therefore, decline to address them.
See Electrical Contractors, Inc. v. Dept. of Education, 303 Conn. 402, 444
n.40, 35 A.3d 188 (2012) (‘‘Claims are inadequately briefed when they are
merely mentioned and not briefed beyond a bare assertion. . . . Claims are
also inadequately briefed when they . . . consist of ‘conclusory assertions
. . . with no mention of relevant authority and minimal or no citations from
the record . . . .’ ’’ [Citations omitted.]).
5
These parties have filed several actions in multiple domestic and interna-
tional courts. For example, other than the present action, the parties have
filed actions in the United States District Court for the District of Connecti-
cut, the New York Supreme Court, the Grand Court of the Cayman Islands,
India, and Mauritius. Although the number of proceedings and the variety
of venues may provide context as to the ongoing nature and extent of the
dispute between the parties, only the proceeding before the Grand Court
of the Cayman Islands is relevant to the present appeal. We discuss that
proceeding in more detail subsequently in this opinion.
6
Although Kalra is not a party to either the underlying action or the
interpleader action in an individual capacity, we note that he signed the
verified complaint in the underlying action on behalf of Trikona and filed
an affidavit in support of the subsequent interpleader complaint.
7
In January, 2012, the board of directors of Trikona expelled Chugh.
8
Trikona also named Haida, in its corporate capacity and in its capacity
as the alleged alter ego of Chugh, as a defendant.
9
In the interpleader complaint, Asia Pacific and Vera Financial combine
requests for permissive intervention and a judgment of interpleader. Count
one of the complaint requests interpleader relief. We note that Asia Pacific
and Vera Financial filed a revised complaint dated November 27, 2013,
containing identical allegations, but in which they solely request interpleader
relief. Neither Haida nor Chugh challenge the procedural nature in which this
interpleader action was instituted. Therefore, we do not address that issue.
10
We note that Haida filed a memorandum of law in opposition to Asia
Pacific’s motion to intervene, but it made no objection to the interpleader
relief sought. Furthermore, we note that even if we were to take the ‘‘[s]tate-
ment of [f]acts’’ set forth in Haida’s memorandum of law in opposition to
Asia Pacific’s motion to intervene as a pleading, there are no facts in the
memorandum that contradict the allegations of the interpleader complaint
in a manner that would affect the outcome of the present appeal.
11
Practice Book § 23-44 provides: ‘‘No trial on the merits of an interpleader
action shall be had until (1) an interlocutory judgment of interpleader shall
have been entered; and (2) all defendants shall have filed statements of
claim, been defaulted or filed waivers. Issues shall be closed on the claims
as in other cases.’’
12
In the present case, it is undisputed that the trial court’s interlocutory
judgment of interpleader constitutes an appealable final judgment. See Vin-
cent Metro, LLC v. YAH Realty, LLC, supra, 297 Conn. 497.
13
We note that, although at the trial court’s hearing on the motion for
reconsideration, Haida asserted that there are not ‘‘sharply divergent claims
about the [shares],’’ it never denied the existence of the charging order over
the shares. Instead, counsel for Haida stated: ‘‘I mean we’re not saying that
the stock belongs to ARC [Capital] and Haida or . . . Chugh or any of these
other entities on our side. . . . What we’re saying is that under the . . .
proceedings [before the Grand Court of the Cayman Islands], that [the]
shares could soon be put up for public auction, and that this court should
not interfere with that.’’
14
Although all parties have asserted in their respective appellate briefs
that the applicable standard of review for this interpleader action is abuse
of discretion, no party has cited to relevant legal authority for this proposi-
tion. Haida cites to First National Bank of Chicago v. Maynard, 75 Conn.
App. 355, 815 A.2d 1244 (foreclosure action), cert. denied, 263 Conn. 914,
821 A.2d 768 (2003), and Reynolds v. Giuliani, 506 F.3d 183, 198 (2d Cir.
2007) (discussing applicability of abuse of discretion standard to court’s
granting of injunctive relief). Both Asia Pacific and Vera Financial incorrectly
rely on Driscoll v. Norwich Savings Society, 139 Conn. 346, 93 A.2d 925
(1952), for the proposition that an appellate court reviews a trial court’s
interlocutory judgment of interpleader for an abuse of discretion. Although
Driscoll involved an interpleader action, this court did not apply the abuse
of discretion standard of review to a trial court’s interlocutory judgment of
interpleader in that case, but rather, this court applied the abuse of discretion
standard to the trial court’s award of counsel fees to the parties’ respective
personal representatives. Id., 351–52.
15
We further note that Florida’s First District Court of Appeal has held
that the de novo standard of review applies to a ‘‘trial court’s decision to
grant interpleader . . . .’’ Zimmerman v. Cade Enterprises, Inc., 34 So. 3d
199, 201 (Fla. App. 2010).
16
As noted previously in this opinion, ‘‘[e]xcept for the addition of a
provision for costs and fees and for a few trivial language modifications
. . . [the interpleader statute of 1893] remains as Connecticut’s interpleader
rule.’’ (Internal quotation marks omitted.) Vincent Metro, LLC v. YAH Realty,
LLC, supra, 297 Conn. 495–96.
17
We note that Vera Financial asserts in its appellate brief that it acquired
rightful, exclusive ownership of the shares, and that Asia Pacific claims in
its appellate brief that Vera Financial has a ‘‘contested claim’’ to the shares.
18
We note that no party to this action cites to Practice Book § 23-43 in
its appellate briefs. Although Haida cites to Practice Book § 23-44 in its
brief, it fails to cite to Practice Book § 23-43 in either its initial or reply brief.
19
Similarly, we decline to address Vera Financial’s claim concerning the
application of chapter 15 of the Bankruptcy Code and any claims relating
to the amount of due process afforded in the Cayman Islands proceedings,
as these claims speak to the merits of the purported claims and relate to
Haida’s inadequately briefed international comity claim. See footnote 4 of
this opinion.
20
We further note that, at the hearing dated December 12, 2015, the
following statement was made by the trial court: ‘‘I have made nothing
resembling a decision as to who’s right and who’s wrong because . . . we
haven’t gotten to those issues in the case.’’