Joseph General Contracting, Inc. v. Couto ( 2015 )

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JOSEPH GENERAL CONTRACTING, INC. v.
JOHN COUTO ET AL.
JOHN COUTO ET AL. v. LANDEL
REALTY, LLC, ET AL.
(SC 19209)
Rogers, C. J., and Palmer, Zarella, Eveleigh, McDonald, Espinosa and
Robinson, Js.
Argued December 9, 2014—officially released July 21, 2015
Thomas J. Londregan, with whom were Ralph J.
Monaco, and, on the brief, Brian K. Estep, for the appel-
lant (Anthony Silvestri).
Jennifer Antognini-O’Neill, with whom was John C.
Zaccaro, Jr., for the appellees (John Couto et al.).
Patrick M. Fahey filed a brief for the Home Builders
and Remodelers Association of Connecticut, Inc., as
amicus curiae.
Opinion
EVELEIGH, J. The appellant Anthony J. Silvestri1
appeals from the judgment of the Appellate Court
affirming the judgment of the trial court in favor of the
appellees, John Couto and Jane Couto.2 The trial court
had found Silvestri personally liable for, inter alia,
breach of contract, breach of implied warranty, and
violation of the Connecticut Unfair Trade Practices Act
(CUTPA), General Statutes § 42-110a et seq. The dispos-
itive issue in this appeal is whether the Appellate Court
properly affirmed the judgment of the trial court finding
that Silvestri, in his individual capacity, had incurred
individual contractual obligations to the Coutos and
was, therefore, personally liable for damages that the
Coutos sustained as a result of his actions. We affirm
in part and reverse in part the judgment of the Appel-
late Court.
The opinion of the Appellate Court sets forth the
following facts and procedural history. ‘‘On June 27,
2007 . . . Joseph General Contracting, Inc. (Joseph
General), filed two separate complaints against the
[Coutos]. The first action contained five counts and
raised claims of breach of contract, and the second
action sought to foreclose a mechanic’s lien held by
Joseph General on the Coutos’ property. The Coutos
denied their liability and asserted various special
defenses, including allegations that [Silvestri, who was]
the owner and president of Joseph General . . . per-
sonally had induced them to enter into a contract
through material misrepresentations, that [Joseph Gen-
eral’s] claims were barred by its own breach of contract
and warranty, and that Joseph General had been fully
paid for the work it completed in accordance with the
contractual agreement.
‘‘The Coutos also filed a six count counterclaim
against Joseph [General], alleging violation of General
Statutes § 47-200 et seq., the Common Interest Owner-
ship Act, breach of contract, fraud, breach of implied
warranty, trespass and violation of . . . [CUTPA]. Sub-
sequently, the Coutos . . . commenced a separate
action on February 6, 2009, against Silvestri, the sole
owner and shareholder of Joseph General, and Landel
Realty, LLC (Landel), of which Silvestri is also the sole
owner. That action incorporated the allegations of the
Coutos’ counterclaim, in addition to alleging intentional
infliction of emotional distress and seeking declaratory
relief pursuant to the Common Interest Ownership Act.
A consolidated trial of [these actions] was held before
the court [in May, 2011].
‘‘After trial, the court rendered judgment in favor of
Joseph General, Landel, and Silvestri as to the Coutos’
claims of fraud, violation of the Common Interest Own-
ership Act and intentional infliction of emotional dis-
tress. The [trial] court rendered judgment in favor of the
Coutos as to all other counts, holding Joseph General,
Landel and Silvestri each jointly and severally liable for
breach of contract and implied warranty, trespass and
violation of CUTPA, awarding a total of approximately
$573,659 in damages. On appeal to [the Appellate
Court], Silvestri challenge[d] the propriety of these
adverse rulings with respect to his personal liability.
‘‘In view of the evidence presented in the consoli-
dated trial of these actions, the [trial] court reasonably
could have found the following facts. In 2006, the
Coutos entered into a written contract with Joseph
General for the purchase and construction of a home
and carriage house to be built on a piece of property
in the Admiral Cove subdivision in Stonington (lot 5),
for the price of $1,980,000. The carriage house was
intended for use as a separate dwelling for the Coutos’
special needs daughter, a purpose of which Silvestri
was aware. At the time the contract was signed, Silvestri
assured the Coutos that if they did not like the home
and the carriage house, they would not be obligated to
buy lot 5 or the completed dwellings. Although the
contract terms were vague, they specified that the new
home was to be of like kind and quality, and built with
the same materials as used in a model home also located
in Admiral Cove, which previously had been con-
structed by Joseph General, Landel and Silvestri, collec-
tively. The architect who designed the model house was
also to design the two dwellings on lot 5 for the Coutos.
Silvestri knew, however, that the zoning requirements
regulating Admiral Cove contained a single-family
dwelling restriction applicable to each of the lots in the
development. At the time they signed the contract, the
Coutos were unaware of this zoning restriction.
‘‘Although the original contract for the development
of the new home and carriage house was executed
between the Coutos and Joseph General, the parties
also proceeded to negotiate additional oral agreements
to supplement its terms. . . . The trial court apparently
found credible the testimony of the Coutos that,
throughout the continued construction process, they
were confused as to whom they were dealing with. The
Coutos also entered into a written agreement to deliver
funds to escrow in payment for a security card system,
docking installation, docking permits and estate paving,
as well as a second written contract relating to a con-
struction loan obtained by the Coutos. Both of these
agreements were signed by Silvestri, individually, and
on behalf of Landel. In light of this evidence presented
at trial, the trial court determined that a contract existed
not only between Joseph General and the Coutos, but
also between the Coutos, Landel and Silvestri.
‘‘The evidence at trial showed that, as the construc-
tion process continued, Silvestri had financial difficul-
ties in performing his obligations. The Chelsea Groton
Savings Bank declined to provide financing because the
bank did not believe that extending further funds to
Silvestri was prudent. Silvestri represented to the
Coutos that the reason for the bank’s refusal to finance
the project was that the Coutos were reserving their
right to decline to buy the property until after the two
buildings had been constructed. He misinformed the
Coutos that, regardless of the express terms of their
contract, they were likely to lose their deposits under
the contract if they did not pay for the construction
upfront. So threatened, the Coutos acquiesced and
agreed to purchase lot 5 from Landel, giving up their
contractual right to reject the construction develop-
ment in its entirety if it was not completed to their
satisfaction. The Coutos paid a total of $880,000 to
purchase lot 5 from Landel and to have Silvestri and
Joseph General complete the construction of their new
home and carriage house. The Coutos also obtained a
construction loan from the Chelsea Groton Savings
Bank to help finance the construction. A new agreement
incorporating these modifications was drafted by the
Coutos and Joseph General, but was never signed by
either party.
‘‘After the Coutos’ payment of the purchase price for
lot 5 and the construction of the two contemplated
dwellings, work pursuant to the contract began, but
not without further setbacks. First, Silvestri informed
the Coutos that the agreed upon architect was no longer
available, and that he would have to substitute a differ-
ent designer. The first design of the primary dwelling
produced by the substitute architect was larger than
the design previously agreed to, and Silvestri instructed
him to reduce its size. As construction of the house
progressed, however, it became clear that many of the
rooms in the house would not be functional because
necessary appliances such as toilets and sinks did not
fit within the shrinking size of the house. The Coutos
also had difficulty purchasing fixtures for the dwellings
within the allowances set forth in the contract.
‘‘At this point Silvestri, Joseph General and Landel
had been compensated for their work performed to
date. Nonetheless, Silvestri demanded another large
progress payment, which, as the trial court found, the
Coutos reasonably refused to pay until the issue with
the allowances for fixtures had been resolved. After
their refusal to remit another payment, Silvestri ceased
construction of the dwellings and obtained a mechanic’s
lien on lot 5. In addition, he covered and thereby pre-
vented the Coutos from accessing the sewer line on
their property.
‘‘Forced to complete the construction of their home
through a new, substitute contractor, the Coutos discov-
ered numerous other problems with poor workman-
ship, as well as a large quantity of debris that had been
buried under, and caused damage to, the portion of lot
5 designated for the construction of the carriage house.
The new contractor also informed the Coutos about
the single-dwelling zoning restriction on the property.
At that point, they applied for a zoning variance to allow
construction to continue on the carriage house, but
their application was denied.’’ (Footnotes omitted.)
Joseph General Contracting, Inc. v. Couto, 144 Conn.
App. 241, 243–49, 72 A.3d 413 (2013). Additional facts
will be set forth as necessary.
Silvestri appealed to the Appellate Court, claiming
that: ‘‘(1) the evidence presented was insufficient to
hold him personally liable for breach of contract and
breach of implied warranty, (2) the [trial] court improp-
erly found him individually liable for trespass without
expressly finding that he personally had buried debris
on the Coutos’ property and (3) the evidence did not
support a finding that his behavior amounted to a per-
sonal violation of CUTPA.’’ Id., 249.
The Appellate Court held that ‘‘[a]lthough, at the out-
set, Silvestri disclosed the identity of his principals, it
was reasonable for the [trial] court to find that, there-
after, he did not clearly inform the Coutos that he con-
tinued, at all times, to be acting in a representative
rather than in an individual capacity. In light of that
finding, it was not clear error for the [trial] court to
find that Silvestri was a party to the modified contract
and hence personally liable for breach of contract.’’ Id.,
253–54. Further, the Appellate Court concluded that
‘‘[t]he trial court in the present case reasonably decided,
on the basis of the testimony presented at trial and the
reasonable inference drawn therefrom, that Silvestri
was personally responsible for the debris that damaged
the Coutos’ property, notwithstanding the joint and sev-
eral liability of his two businesses.’’ Id., 258. Finally,
the Appellate Court held that ‘‘[h]ere, the court properly
found that Silvestri personally engaged in tortious con-
duct directed at the Coutos.’’ Id., 259–60. Accordingly,
the Appellate Court ‘‘conclude[d] that the [trial] court’s
finding that Silvestri was personally liable for his con-
duct under CUTPA was not clearly erroneous.’’ Id., 260.
Therefore, the Appellate Court affirmed the judgment
of the trial court pertaining to Silvestri in an individual
capacity. Id.
Silvestri petitioned for certification to appeal from
the judgment of the Appellate Court. This court granted
the petition for certification to appeal limited to the
following issues: (1) ‘‘Did the Appellate Court properly
determine that . . . Silvestri had incurred contractual
obligations to the [Coutos] in his individual capacity?’’;
and (2) ‘‘Did the Appellate Court properly determine
that . . . Silvestri could be held individually liable for
alleged violations of [CUTPA] . . . ?’’ Joseph General
Contracting, Inc. v. Couto, 310 Conn. 924, 77 A.3d 139
(2013). We answer the first question in the negative,
and the second question in the affirmative.
On appeal to this court, Silvestri asserts that the
Appellate Court improperly affirmed the judgment of
the trial court finding that he had incurred contractual
obligations to the Coutos in his individual capacity.
The Coutos counter that the Appellate Court properly
concluded that the factual findings of the trial court
support its conclusion that Silvestri was a party to the
contract and that the judgment of the Appellate Court
is consistent with contract law. Further, the Coutos
assert that Silvestri failed to prove agency. We agree
with Silvestri that the Appellate Court improperly
affirmed the judgment of the trial court holding him
personally liable on the contract and implied warranty
claims. We agree with the Coutos that the Appellate
Court properly concluded that Silvestri could be held
individually liable for the alleged violations of CUTPA.
We therefore affirm in part and reverse in part the
judgment of the Appellate Court.
I
CONTRACT AND IMPLIED WARRANTY
The first issue requires us to determine whether the
Appellate Court properly affirmed the judgment of the
trial court finding that Silvestri was a party to the con-
tract and, therefore, was liable for breach of contract
and breach of an implied warranty.
As a threshold matter we set forth the standard of
review and legal principles applicable to this claim.
‘‘Whether a contract exists is a question of fact for
the court to determine.’’ Randolph Construction Co. v.
Kings East Corp., 165 Conn. 269, 277, 334 A.2d 464
(1973). ‘‘The standard of review for the interpretation
of a contract is well established. Although ordinarily
the question of contract interpretation, being a question
of the parties’ intent, is a question of fact . . . [when]
there is definitive contract language, the determination
of what the parties intended by their . . . commit-
ments is a question of law [over which our review is
plenary]. . . . If the language of [a] contract is suscep-
tible to more than one reasonable interpretation, [how-
ever] the contract is ambiguous. . . . Ordinarily, such
ambiguity requires the use of extrinsic evidence by a
trial court to determine the intent of the parties, and,
because such a determination is factual, it is subject
to reversal on appeal only if it is clearly erroneous.’’
(Citations omitted; internal quotation marks omitted.)
Bristol v. Ocean State Job Lot Stores of Connecticut,
Inc., 284 Conn. 1, 7, 931 A.2d 837 (2007). ‘‘In order
to prove that a contract has been modified, the party
asserting the modification must show mutual assent to
its meaning and conditions. . . . Whether the parties
intended to modify their contract is a question of fact.’’
(Citations omitted; internal quotation marks omitted.)
Three S. Development Co. v. Santore, 193 Conn. 174,
177–78, 474 A.2d 795 (1984).
In the present case, there is no dispute that on July
10, 2006, the Coutos and Joseph General entered into
a contract, which was entitled ‘‘Preliminary draft out-
line for a new home package.’’ That contract was for
the sale of land and construction of a home known as
145 Whitehall Avenue in Stonington. Addendum I of the
contract provided for the construction of an ‘‘oversized
[two car] garage carriage house’’ that was twenty-six
feet by twenty-eight feet in size and was to be built to
the ‘‘[s]ame exterior specs as [the] home.’’ The Coutos
signed the contract and Silvestri signed as president of
Joseph General. The contract also provided that: ‘‘This
[c]ontract shall apply to and bind the heirs, executors,
successors and assigns of the parties hereto, and may
be modified only by written agreement signed or ini-
tialed by both of the parties.’’ On July 10, 2006, the
Coutos paid Joseph General $5000 as a down payment.
A subsequent document entitled ‘‘Contract for Sale of
Real Estate’’ was signed between the Coutos and Joseph
General on August 22, 2006. Silvestri signed this docu-
ment as the President of Joseph General. That contract
provided for a total purchase price of $1,980,000 for
the property and construction of the two premises and
also contained a more detailed description of the speci-
fications. The property was described as 145 Whitehall
Avenue. That contract contained the same provision as
the initial contract to the effect that all changes and
modifications had to be in writing and agreed to by the
parties. The parties do not contest the fact that all
payments regarding the property and construction were
made either to Landel or Joseph General.3
There is no question that the construction of the
Coutos’ home was governed by the construction con-
tract, which was executed by the Coutos and Joseph
General and was not signed by Silvestri, individually.
The parties do not dispute, and the Appellate Court
did not conclude, that the terms of the construction
contract were grounds for holding Silvestri liable for
breach of contract and implied warranty.
Similarly, the trial court refused to use the doctrine
of piercing the corporate veil to hold Silvestri liable for
breach of contract. Instead, the trial court found that
Silvestri and his business entities were engaged in ‘‘joint
action’’ such that it was appropriate to hold all of them
jointly and severally liable for their collective actions.
The trial court and the Appellate Court did not cite any
authority for this ‘‘joint action’’ theory of liability. We
disagree with the notion that proving ‘‘joint action’’
between an entity and one of its owners and officers
is the basis for finding liability. Indeed, such a theory
ignores the reality that this court has recognized that
‘‘the fact that [an owner of a corporation] acted on
behalf of [the corporation] is no more than a reflection
of the reality that all corporations act through individu-
als. It is axiomatic that while such an entity has a distinct
legal life, it can act only through individuals.’’ (Internal
quotation marks omitted.) Naples v. Keystone Build-
ing & Development Corp., 295 Conn. 214, 237, 990 A.2d
326 (2010).
The trial court found as follows: ‘‘[T]here was a con-
tract between the parties, although heaven knows, it
will never be in the finals for contract of the year or
month or day. And it wasn’t as bad, as far as it went,
given the time that people had to draw it up, but then
the parties proceeded to work with an ongoing series
of oral [agreements] that supplemented, amplified, and
to some extent contradicted that contract.’’ The Appel-
late Court concluded that that the record supported the
trial court’s finding that through his conduct, Silvestri
personally had become a party to the contract. Joseph
General Contracting, Inc. v. Couto, supra, 144 Conn.
App. 252–53. We disagree.
We recognize that ‘‘[a] written contract can be modi-
fied by a subsequent parol agreement if that is the
intention of the parties.’’ Grote v. A. C. Hine Co., 148
Conn. 283, 286, 170 A.2d 138 (1961). ‘‘[It does not] make
any difference that the original written contract pro-
vided that it should not subsequently be varied except
by writing. This stipulation itself may be rescinded by
parol and any oral variation of the writing which may
be agreed upon . . . .’’ 15 S. Williston, Contracts (3d
Ed. 1972) § 1828, p. 496. Nevertheless, it is important
to remember that Silvestri was not a party to the initial
contract regarding the construction of the house and,
therefore, could not modify it. A modification to an
existing contract can only be brought about by
agreement of the parties to the contract to be modified.
See, e.g., Assn. Resources, Inc. v. Wall, 298 Conn. 145,
189–90, 2 A.3d 873 (2010) (‘‘[p]arties may alter any term
of an existing contract . . . [t]he contract as modified
becomes a new contract between the parties’’ [internal
quotation marks omitted]); see also Hess v. Dumouchel
Paper Co., 154 Conn. 343, 348, 225 A.2d 797 (1966)
(‘‘[s]eparate dealings among the parties cannot affect
another transaction so as to constitute a substituted
contract between them unless it was their intention
that such an agreement be consummated’’). Further,
‘‘[p]arties to a contract cannot thereby impose any liabil-
ity on one who, under its terms, is a stranger to the
contract, and, in any event, in order to bind a third
person contractually, an expression of assent by such
person is necessary.’’ (Internal quotation marks omit-
ted.) FCM Group, Inc. v. Miller, 300 Conn. 774, 797, 17
A.3d 40 (2011).
Where a substitute contract is entered into, and that
contract ‘‘includes as a party one who was neither the
obligor nor the obligee of the original duty,’’ the
resulting contract is a novation. See 2 Restatement (Sec-
ond), Contracts § 280 (1981). ‘‘A novation is subject to
the same requirements as any other contract, including
that of consideration.’’ Id., comment (c), p. 378. In order
to ‘‘form a valid and binding contract in Connecticut,
there must be a mutual understanding of the terms that
are definite and certain between the parties.’’ L & R
Realty v. Connecticut National Bank, 53 Conn. App.
524, 534, 732 A.2d 181, cert. denied, 250 Conn. 901, 734
A.2d 984 (1999). ‘‘In order for an enforceable contract
to exist, the court must find that the parties’ minds had
truly met. . . . If there has been a misunderstanding
between the parties, or a misapprehension by one or
both so that their minds have never met, no contract
has been entered into by them and the court will not
make for them a contract which they themselves did not
make.’’ (Internal quotation marks omitted.) Electrical
Wholesalers, Inc. v. M.J.B. Corp., 99 Conn. App. 294,
302, 912 A.2d 1117 (2007). We have recognized that
‘‘[a]n authorized agent for a disclosed principal, in the
absence of circumstances showing that personal
responsibility was incurred, is not personally liable to
the other contracting party.’’ (Internal quotation marks
omitted.) Whitlock’s, Inc. v. Manley, 123 Conn. 434, 437,
196 A. 149 (1937).
In the present case, both the trial court and the Appel-
late Court looked to other agreements entered into
between the Coutos and Silvestri, individually and on
behalf of his business entities, as evidence that the
distinction between corporate and personal liability
was blurred for purposes of the original construction
contract. We disagree. The clarity with which the parties
undertook different contractual engagements has no
bearing on, and does not alter or amend, the explicit
terms of the construction agreement. The existence of
these other contracts merely displayed that the parties
knew how to insert Silvestri’s name when they chose
to do so and intended him to be personally liable on
the respective contracts. The fact that his name was not
on the original construction contract in an individual
capacity is indicative of the fact that no personal liability
was intended. We note also that the other two contracts
relied upon by both the trial court and the Appellate
Court were both signed on September 20, 2006.4 One
of those contracts specifically indicates that:
‘‘[Whereas], the [b]uyers are negotiating a [c]onstruc-
tion [c]ontract with Joseph General . . . .’’ (Emphasis
added.) The recognition that the construction project
was with Joseph General contradicts the trial court’s
holding that the parties had engaged in such ‘‘ ‘joint
action’ ’’ that ‘‘it became unclear to [the Coutos] with
whom they were transacting business.’’ Joseph General
Contracting, Inc. v. Couto, supra, 144 Conn. App. 252.
To the contrary, the fact that, on the same day that the
Coutos entered into some contracts with Silvestri as
an individual they still acknowledged an intent to enter
into a construction contract with Joseph General, and
not Silvestri, is evidence that they understood that Sil-
vestri was not a party to the construction contract.
The Coutos argue that whether a contract existed
between them and Silvestri is a question of fact and
that the trial court ruled in their favor. They contend
that Silvestri’s argument focuses only on the 2006 con-
struction contract and ignores the trial court’s findings
as to Silvestri’s personal promises. The Coutos further
cite to general agency law for the proposition that, to
avoid personal liability, an agent must disclose both
the fact that he is acting in a representative capacity
and the identity of his principal, since the party with
whom he deals is not required to discover or to make
inquiries to discover these facts. See 2A C.J.S. 624,
Agency § 359 (2003). We are not persuaded. While we
will give every deference to the trial court when it finds
facts, we exercise plenary review in determining the
correct application of the law to the facts as found.
Therefore, we conclude, in the exercise of our plenary
review, that the facts as found by the trial court are
not sufficient, as a matter of law, to impose individual
liability on Silvestri based on a theory that the construc-
tion agreement had been modified. It is undisputed that
Silvestri signed the construction agreement on behalf
of Joseph General in his capacity as president. None
of the additional contracts signed by Silvestri related
to the actual physical construction of the structures on
the property. Even the agreement regarding the con-
struction loan indicated that the Coutos were negotiat-
ing with Joseph General for the construction of the
house. In order to change this relationship there had
to be facts evidencing a clear intention on the part of
the parties to modify the original construction contract.
The cited actions of Silvestri were not sufficient to
establish this fact since they do not display an
agreement of the parties to change the initial contract
between the parties.
Because Silvestri was not a party to the original con-
struction contract, there would have had to be a meeting
of the minds, with consideration, to alter the parties to
that contract.5 A review of the record compels us to
reach the opposite conclusion. As stated previously in
this opinion: ‘‘A novation is subject to the same require-
ments as any other contract, including that of consider-
ation.’’ 2 Restatement (Second), supra, § 280, comment
(c), p. 378. There is no evidence in the record that
there was any additional consideration to the original
contract between the Coutos and Joseph General.6
Finally, it has been held that an agent will not be
personally bound unless there is clear and explicit evi-
dence of the agent’s intention to substitute his personal
liability for, or to, that of his principal. Leutwyler v.
Royal Hashemite Court of Jordan, 184 F. Supp. 2d 303,
309 (S.D.N.Y. 2001). The two contracts signed in July
and August unquestionably demonstrated that Silvestri
was acting on behalf of Joseph General. He signed both
of the contracts as its president. In order to impose
personal liability upon Silvestri there would have had
to have been an explicit agreement between the Coutos
and Silvestri or explicit conduct demonstrating a new
agreement. In the absence of such evidence ‘‘[a] third
party’s knowledge of an agent’s capacity, obtained from
prior transactions, is deemed to continue for subse-
quent transactions of the same character and between
the same parties.’’ 2 Restatement (Third), Agency § 6.01,
comment (d) (1), p. 12 (2006). There is simply no evi-
dence that Silvestri was acting as anything other than
an agent for Joseph General and, therefore, there is no
legal basis to impose individual liability upon him.
For the foregoing reasons, we conclude that the
Appellate Court improperly held that Silvestri was indi-
vidually liable on the breach of contract claim regarding
the construction contract. Accordingly, we reverse the
judgment of the Appellate Court as to the individual
liability of Silvestri regarding both the breach of con-
tract and the implied warranty claims.7
II
CUTPA
Silvestri claims next that the Appellate Court improp-
erly affirmed the judgment of the trial court against
him on the CUTPA claim. Specifically, Silvestri asserts
that, as a corporate officer, he is not liable under CUTPA
for the acts of his entities and that, in any event, the
record does not support any liability under CUTPA.
We disagree.
In their pleadings, the Coutos incorporated various
factual allegations from other counts and claimed that
the actions described in those allegations constituted
unfair or deceptive acts or practices in the conduct of
trade or commerce. The trial court agreed, finding that
‘‘many of the actions taken by . . . Silvestri and his
companies were indeed unscrupulous, oppressive,
unfair and deceptive, among them blaming the Coutos
for his inability to obtain the financing necessary to
fulfill his contractual obligations, pressuring the Coutos
into a changed arrangement for the house construction,
the blatant attempt to force money that was not owed
by welding the access cover to the unconnected sewer
closed and dumping debris on the Coutos’ property.’’
Accordingly, the trial court concluded that ‘‘the Coutos
had proved their CUTPA claim’’ against Silvestri, Lan-
del, and Joseph General.8 Subsequently, the court
awarded $125,000 in CUTPA damages in the form of
counsel fees against Silvestri, Landel, and Joseph
General.
We have previously held that ‘‘an officer of a corpora-
tion does not incur personal liability for its torts merely
because of his official position. Where, however, an
agent or officer commits or participates in the commis-
sion of a tort, whether or not he acts on behalf of his
principal or corporation, he is liable to third persons
injured thereby.’’ Scribner v. O’Brien, Inc., 169 Conn.
389, 404, 363 A.2d 160 (1975); see also Ventres v.
Goodspeed Airport, LLC, 275 Conn. 105, 141–42, 881
A.2d 937 (2005) (officer was personally liable in tort
for trespass in ordering trees on neighboring property
cut down), cert. denied, 547 U.S. 1111, 126 S. Ct. 1913,
164 L. Ed. 2d 664 (2006).
In Sturm v. Harb Development, LLC, 298 Conn. 124,
139 n.17, 2 A.3d 859 (2010), we indicated that it was an
open question whether the same rule applied to CUTPA
claims. Although the parties in Sturm had assumed that
there could be individual liability for a corporate entity’s
violation of CUTPA, our disposition of the case on other
grounds precluded us from having to decide the issue,
thereby leaving its resolution ‘‘for another day.’’9 Id.
That day has now arrived.
At the outset, we set forth the standard of review.
The resolution of this issue requires us to interpret
CUTPA. ‘‘Well settled principles of statutory interpreta-
tion govern our review. . . . Because statutory inter-
pretation is a question of law, our review is de novo.
. . . When construing a statute, [o]ur fundamental
objective is to ascertain and give effect to the apparent
intent of the legislature. . . . In other words, we seek
to determine, in a reasoned manner, the meaning of the
statutory language as applied to the facts of [the] case,
including the question of whether the language actually
does apply. . . . In seeking to determine that meaning,
General Statutes § 1-2z directs us first to consider the
text of the statute itself and its relationship to other
statutes. If, after examining such text and considering
such relationship, the meaning of such text is plain and
unambiguous and does not yield absurd or unworkable
results, extratextual evidence of the meaning of the
statute shall not be considered. . . . The test to deter-
mine ambiguity is whether the statute, when read in
context, is susceptible to more than one reasonable
interpretation. . . . When a statute is not plain and
unambiguous, we also look for interpretive guidance
to the legislative history and circumstances surrounding
its enactment, to the legislative policy it was designed to
implement, and to its relationship to existing legislation
and common law principles governing the same general
subject matter . . . .’’ (Internal quotation marks omit-
ted.) McCoy v. Commissioner of Public Safety, 300
Conn. 144, 150–51, 12 A.3d 948 (2011).
We begin with the relevant statutory text. General
Statutes § 42-110b provides in relevant part: ‘‘(a) No
person shall engage in unfair methods of competition
and unfair or deceptive acts or practices in the conduct
of any trade or commerce.
‘‘(b) It is the intent of the legislature that in construing
subsection (a) of this section, the commissioner and
the courts of this state shall be guided by interpretations
given by the Federal Trade Commission and the federal
courts to Section 5 (a) (1) of the Federal Trade Commis-
sion Act . . . as from time to time amended. . . .
‘‘(d) It is the intention of the legislature that this
chapter be remedial and be so construed.’’
General Statutes § 42-110g (a) provides in relevant
part: ‘‘Any person who suffers any ascertainable loss
of money or property, real or personal, as a result of
the use or employment of a method, act or practice
prohibited by section 42-110b, may bring an action in
the judicial district in which the plaintiff or defendant
resides or has his principal place of business or is doing
business, to recover actual damages. . . .’’ General
Statutes § 42-110a (3) defines the word ‘‘ ‘[p]erson’ ’’ as a
‘‘natural person, corporation, limited liability company,
trust, partnership, incorporated or unincorporated
association, and any other legal entity . . . .’’
The plain language of § 42-110b. clearly indicates that
an individual can be liable for a CUTPA violation. Sec-
tion 42-110b (a) begins with the phrase ‘‘[n]o person
shall engage in unfair methods of competition . . . .’’
Further, part of the definition of person includes the
term ‘‘natural person . . . .’’ General Statutes § 42-110a
(3). Thus, the plain language of CUTPA provides for
the imposition of liability on a natural person.
The next question we consider is whether liability
under CUTPA may be extended to an individual who
engages in unfair or unscrupulous conduct on behalf
of a business entity. Section 42-110b directs us to look
to the federal courts’ interpretation of CUTPA’s federal
statutory counterpart, the Federal Trade Commission
Act (federal act), 15 U.S.C. § 41 et seq. (2006), when
determining the scope and meaning of CUTPA.10 Our
review of federal case law discloses that, the practice
of holding individuals responsible for wrongful acts
taken on behalf of business entities, is widespread and
well accepted in federal courts, as evidenced by judicial
decisions from several federal circuits. See POM Won-
derful, LLC v. Federal Trade Commission, 777 F.3d 478,
498–99 (D.C. Cir. 2015); Federal Trade Commission v.
E.M.A. Nationwide, Inc., 767 F.3d 611, 636 (6th Cir.
2014); Federal Trade Commission v. IAB Marketing
Associates, L.P., 746 F.3d 1228, 1230–31 (11th Cir. 2014);
Federal Trade Commission v. Ross, 743 F.3d 886, 892
(4th Cir.), cert. denied, U.S. , 135 S. Ct. 92, 190 L.
Ed. 2d 38 (2014); Federal Trade Commission v. Direct
Marketing Concepts, Inc., 624 F.3d 1, 12–13 (1st Cir.
2010); Federal Trade Commission v. Stefanchik, 559
F.3d 924, 931 (9th Cir. 2009); Federal Trade Commis-
sion v. Freecom Communications, Inc., 401 F.3d 1192,
1202–1203 (10th Cir. 2005); Federal Trade Commission
v. Amy Travel Service, Inc., 875 F.2d 564, 573 (7th Cir.
1989); see also Federal Trade Commission v. Instant
Response Systems, LLC, United States District Court,
Docket No. 13 Civ. 00976 (ILG), 2015 WL 1650914, *9
(E.D.N.Y. April 14, 2015); Federal Trade Commission
v. Millennium Telecard, Inc., United States District
Court, Docket No. 11-2479 (JLL), 2011 WL 2745963, *9
(D.N.J. 2011); Berglund v. Cynosure, Inc., 502 F. Supp.
2d 949, 956 (D. Minn. 2007); Federal Trade Commission
v. National Business Consultants, Inc., 781 F. Supp.
1136, 1152 (E.D. La. 1994).
The test used by the federal courts is uniformly stated,
but it is flexible and highly fact specific in application.
In order to hold an individual liable, a plaintiff, after
showing that an entity violated the federal act, must
prove that the individual either participated directly in
the entity’s deceptive or unfair acts or practices, or that
he or she had the authority to control them. See Federal
Trade Commission v. Amy Travel Service, Inc., supra,
875 F.2d 573. The plaintiff then must establish that the
individual had knowledge of the wrongdoing at issue. Id.
An individual’s status as controlling shareholder or
officer in a closely held corporation creates a presump-
tion of the ability to control; Federal Trade Commis-
sion v. E.M.A. Nationwide, Inc., supra, 767 F.3d 636;
but is not necessarily dispositive in all cases. See, e.g.,
Federal Trade Commission v. Publishers Business Ser-
vices, Inc., 540 Fed. Appx. 555, 558 (9th Cir. 2013)
(corporate title alone insufficient to establish individual
liability), cert. denied, U.S. , 134 S. Ct. 2724, 189
L. Ed. 2d 763 (2014). On the other hand, an employee
who is not an owner or officer may, under some circum-
stances, possess the requisite authority. See, e.g., Fed-
eral Trade Commission v. Bay Area Business Council,
Inc., 423 F.3d 627, 638 (7th Cir. 2005) (salaried employee
who handled corporate finances, transferred funds to
pay entities’ expenses and possessed signing authority
on corporate accounts ‘‘had ample authority to control’’
corporate defendants); Federal Trade Commission v.
Kitco of Nevada, Inc., 612 F. Supp. 1282, 1293 (D. Minn.
1985) (office manager individually liable under federal
act where own admissions and other evidence showed
he possessed and exercised authority to control com-
pany and knowingly engaged in its fraudulent prac-
tices). Authority to control may be established by
evidence of an individual’s conduct, such as his or her
‘‘active involvement in business affairs and [participa-
tion in] the making of company policy.’’ (Internal quota-
tion marks omitted.) Federal Trade Commission v. IAB
Marketing Associates, L.P., supra, 746 F.3d 1233. Evi-
dence that other employees of an entity deferred to the
individual also is relevant. See Federal Trade Commis-
sion v. Freecom Communications, Inc., supra, 401
F.3d 1205.
The knowledge requirement may be established with
evidence showing that the individual ‘‘had actual knowl-
edge of [the entity’s] material misrepresentations, reck-
less indifference to the truth or falsity of such
misrepresentations, or an awareness of a high probabil-
ity of fraud along with an intentional avoidance of the
truth.’’ (Internal quotation marks omitted.) Federal
Trade Commission v. Bay Area Business Council, Inc.,
supra, 423 F.3d 636. ‘‘An individual’s degree of participa-
tion in business affairs is probative of knowledge. . . .
[T]he [plaintiff] is not required to show that a defendant
intended to defraud consumers in order to hold that
individual personally liable.’’ (Citation omitted; empha-
sis in original; internal quotation marks omitted.) Fed-
eral Trade Commission v. Medical Billers Network,
Inc., 543 F. Supp. 2d 283, 320 (S.D.N.Y. 2008). A good
faith belief in the truth of a misrepresentation may,
however, preclude individual liability under the fed-
eral act.11
The requirements of this test will necessarily pre-
clude certain types of liability under CUTPA, namely,
liability for merely negligent acts of an individual or
the negligent acts of another, subordinate person in
service to an entity. In order for any individual liability
to attach under CUTPA, someone must knowingly or
recklessly engage in unfair or unscrupulous acts, as
contemplated by the statute, in the conduct of a trade
or business.12
In the present case, there is no question that Silvestri
controlled the corporations involved and was actively
engaged in the business relationship with the Coutos.
Silvestri was the president and sole shareholder of
Joseph General, and the managing member and sole
owner of Landel. The trial court found that Silvestri
was rejected for certain financing because he already
owed the bank too much, but he told the Coutos,
untruthfully, that financing was unavailable because
they had reserved money through their loan commit-
ment to purchase the property when construction was
completed. The trial court also found that Silvestri led
the Coutos to believe, inaccurately, that they would
forfeit a substantial deposit, thereby pressuring them to
agree to an unfavorable restructuring of the transaction.
The court further found that the Coutos were ‘‘clearly
entitled’’ to access the sewer line, but that Silvestri
‘‘wilfully prevented’’ them from accessing it after the
Coutos refused to make a payment that they did not in
fact owe. Finally, the court attributed the dumping of
construction debris on the Coutos’ property to Silvestri.
Applying the federal test, based on these findings,
Silvestri either directly participated in the wrongful con-
duct or, by virtue of his ownership, position and day-
to-day involvement in Joseph General and Landel, had
the ability to control it. Moreover, given the character
of the actions at issue, Silvestri necessarily knew or
should have known of their wrongfulness. We are con-
vinced, therefore, that the trial court properly found
Silvestri personally liable under CUTPA. Although fed-
eral decisions are not strictly controlling on this court,
we find the reasoning of those decisions persuasive and
use them as guidance as directed by the plain language
of the statute.
Our conclusion that individual liability may attach
under the circumstances of this case also supports the
remedial nature of the statute and the ultimate protec-
tion of the consumer. See General Statutes § 42-110b
(d) (legislature’s intent is that CUTPA be construed
as remedial).
We conclude, therefore, that the Appellate Court
properly affirmed the judgment of the trial court as to
Silvestri’s individual liability under CUTPA.
The judgment of the Appellate Court is reversed only
as to the claims of breach of contract and implied war-
ranty against Silvestri in his individual capacity, and
the case is remanded to that court with direction to
reverse the judgment of the trial court on those claims
and to remand the case to the trial court with direction
to render judgment in favor of Silvestri. The judgment
of the Appellate Court is affirmed in all other respects.
In this opinion the other justices concurred.
1
We note that, although Joseph General Contracting, Inc., and Landel
Realty, LLC, are also appellants in the present appeal, those parties did not
file briefs or participate in oral argument. See Joseph General Contracting,
Inc. v. Couto, 144 Conn. App. 241, 245 n.8, 72 A.3d 413 (2013).
2
As we explain subsequently in this opinion, the present appeal involves
three distinct civil actions. In both the first and second actions, Joseph
General Contracting, Inc., is the plaintiff and John Couto and Jane Couto
are the defendants. In the third action, John Couto and Jane Couto are the
plaintiffs and Silvestri, Joseph General Contracting, Inc., and Landel Realty,
LLC, are the defendants. For the sake of clarity, we refer to these parties
by name.
3
Joseph General was to construct the home, while Landel owned the real
property on which it was constructed.
4
Specifically, when a question arose concerning financing for the project,
an agreement was signed on September 20, 2006, by the Coutos, Landel,
and Silvestri, individually. That agreement referenced the fact that the
Coutos, who were referred to as the ‘‘[b]uyers,’’ had entered into a construc-
tion loan with Chelsea Groton Savings Bank, and that Landel and Silvestri,
who were referred to as the ‘‘[s]ellers,’’ agreed to pay any interest due on
any construction draws and any insurance required. The Coutos agreed
to reimburse Landel and Silvestri, without interest, for the land interest
payments. One of the recital clauses to the contract read as follows:
‘‘[Whereas], the [b]uyers are negotiating a [c]onstruction [c]ontract with
Joseph General . . . .’’ On the same date, another agreement was signed
by the Coutos, Landel, and Silvestri, individually. This agreement was entitled
‘‘Escrow Agreement’’ and provided for $15,000 to be placed with an escrow
agent pending completion of a gate with security card system, confirmation
that the docking permits shall be issued and the installation of docks and
the remaining estate paving. The agreement refers to the Coutos as the
‘‘[b]uyers’’ and to Landel and Silvestri, individually, as the ‘‘[s]ellers.’’ The
first clause of this contract reads as follows: ‘‘Wherein [s]ellers desire to
convey the property listed above to the [b]uyers, and the [b]uyers desire to
obtain said property; and wherein [b]uyers and [s]ellers acknowledge that
certain work needs to be done in accordance with their purchase and sale
agreement.’’ On September 20, 2006, Landel conveyed lot 5 to the Coutos
for $880,000.
5
The following testimony by Jane Couto, which was given on direct
examination by counsel for Silvestri, suggests confusion even as to the
original parties to the contract.
‘‘Q . . . You understood at that time in July of 2006 that Joseph General
. . . would be performing the construction work at the property, cor-
rect? . . .
‘‘A. They were doing construction on the property.
‘‘The Court: They is who?
‘‘A. [Silvestri]—Landel—I don’t know who was in charge of what exactly
for the construction. Your Honor. I’m sorry.’’
This testimony was adduced despite the fact that the Coutos had signed
two previous contracts identifying Joseph General as the contractor and
had acknowledged in a separate agreement that they were negotiating with
Joseph General to perform the construction work on the property. At the
very least the testimony demonstrated the fact that there was no meeting
of the minds regarding changing the parties to the original contract if the
Coutos were not even aware of the party with whom they had initially
agreed to perform the work.
6
We note that rights and obligations may arise from acts of the parties,
usually their words, upon which a reasonable person would rely. See 1 E.
Farnsworth, Contracts (3d Ed. 2004) § 3.6, pp. 209–10. There is no evidence
in the present case to suggest, however, that there were any actions which
had been intended to change the original parties to the contract.
7
We note that we have previously held that the implied warranty cause
of action only exists if there is a breach of contract; it does not stand as a
separate cause of action. Therefore, in view of the fact that we have decided
that Silvestri was not personally liable under the contract, there is no liability
for breach of an implied warranty. See Borucki v. MacKenzie Bros. Co.,
125 Conn. 92, 96, 3 A.2d 224 (1938).
8
As part of his argument that he should not be held individually liable
under CUTPA, Silvestri contends that the trial court’s factual findings relating
to each of the acts constituting a violation of CUTPA were clearly erroneous.
These claims are without merit. The trial court had adequate evidence upon
which to base its findings regarding CUTPA, such that we cannot hold that
those findings were clearly erroneous. Regarding the first act, at trial, a
bank representative testified that its loan commitment to the Coutos was
irrelevant to the bank’s decision. As to the second act, there was evidence
to support the finding that Silvestri inaccurately told the Coutos that, if they
did not agree to the restructured deal, they could lose $100,000 in deposits.
Regarding the third act, the trial court found that Silvestri’s conduct in
welding shut the Coutos sewer access was a ‘‘blatant attempt’’ to force money
and, thus, an unscrupulous business practice. Silvestri virtually admitted this
fact on cross-examination by counsel for the Coutos. Specifically, Silvestri
was asked the following question: ‘‘So basically. . . you blocked the sewer
connection . . . in order to get [the] Couto[s] to pay Joseph General . . .
$50,000, correct?’’ Silvestri responded to this question by stating: ‘‘Yes.’’
Finally, regarding the fourth act, the subsequent contractor hired by the
Coutos testified that there were a significant number of objects buried where
the carriage house was to be built. It is a fair inference that the debris was
either dumped by Silvestri or by someone else at his direction.
9
In a subsequent case, the Appellate Court, citing Sturm and another
case involving a tort; see Ventres v. Goodspeed Airport, LLC, supra, 275
Conn. 105; held summarily that a corporate officer could be held individually
liable for a CUTPA violation based on fraudulent misrepresentations that
he had made in his corporate capacity. Cohen v. Roll-A-Cover, LLC, 131
Conn. App. 443, 468–69, 27 A.3d 1, cert. denied, 303 Conn. 915, 33 A.3d 739
(2011). The Appellate Court apparently assumed that a CUTPA claim is a tort
such that the common-law rule necessarily applied. The Appellate Court’s
opinion did not acknowledge our reservation of that question in Sturm,
which expressly indicated that the question of CUTPA liability in such
circumstances remained unresolved. Over the years, a number of trial court
decisions have held that a corporate owner or officer may be held individu-
ally liable for a CUTPA violation committed in his corporate capacity, with-
out requiring satisfaction of the test for piercing the corporate veil. See,
e.g., Meneo v. Patrick, Superior Court, judicial district of Hartford, Docket
No. CV-06-5004523-S (March 23, 2007) (manager and sole member of limited
liability company may be held individually liable under CUTPA based on
conduct in which he personally participated); Pfeifer v. Legault & Son
Construction, Superior Court, judicial district of Tolland, Docket No. CV-
05-4002595-S (October 26, 2006) (stating that ‘‘ ‘a corporate officer or
employee who participates in an unfair or deceptive practice in the course
of conducting the business of his or her principal may be liable under
CUTPA, at least if the participation is knowing and intentional’ ’’), quoting
R. Langer et al., 12 Connecticut Practice Series: Unfair Trade Practices
(2003) § 6.7, pp. 427–28; Silber v. Carotenuto & Sons General Contractors,
Inc., Superior Court, judicial district of New Haven, Docket No. CV-98-
0416562-S (February 8, 2000) (corporate owner and officer may be liable
for corporate CUTPA violations in which he participated); Bardon Tool &
Mfg. Co. v. Torrington Co., Superior Court, judicial district of Hartford-New
Britain at New Britain, Docket No. CV-96-0473455-S (October 31, 1996)
(individual officers of corporation may be liable under CUTPA without
veil piercing); Sabo v. Automated Light Technologies, Inc., Superior Court,
judicial district of Waterbury, Docket No. 0110800 (June 3, 1994) (corporate
director may be held liable under CUTPA for tortious misrepresentations
he made on behalf of corporation); Vitano, Inc. v. Townline Associates,
Superior Court, judicial district of Ansonia-Milford, Docket No. CV-89-
028136-S (August 2, 1991) (corporate president liable under CUTPA for
fraudulent misrepresentations made in corporate capacity). At times, the
reasoning has been extended to corporate employees. See Wall v. Post
Publishing Co., Superior Court, judicial district of Ansonia-Milford, Docket
No. CV-91-037579-S (March 26, 1992) (employees may be personally liable
under CUTPA when they participate in, control or direct unfair acts or
practices of defendant corporation); see also Pabon v. Recko, 122 F. Supp.
2d 311, 313 (D. Conn. 2000) (employee of debt collection agency could be
held liable for CUTPA violation).
10
The federal act prohibits ‘‘[u]nfair methods of competition in or affecting
commerce, and unfair or deceptive acts or practices in or affecting commerce
. . . .’’ 15 U.S.C. § 45 (a) (1). It allows for government enforcement, but
unlike CUTPA, it does not create private causes of action. See Naylor v.
Case & McGrath, Inc., 585 F.2d 557, 561 (2d Cir. 1978).
11
We are also persuaded by the overwhelming number of sister state
decisions addressing causes of action under state unfair trade practices acts
that are in accord with our decision. See People v. Toomey, 157 Cal. App.
3d 1, 8, 203 Cal. Rptr. 642 (1984) (affirming finding of individual liability of
corporate officer where officer actively participated in misleading advertis-
ing and sales solicitations even after issuance of injunction); Hoang v.
Arbess, 80 P.3d 863, 868–69 (Colo. App. 2003) (finding liability for officer
of limited liability corporation where manager was ‘‘personally involved in
each step of the construction, chose the individual home sites, oversaw the
subcontractors, set policies and procedures for the subcontractors to follow,
and visited the construction sites at least once a week’’), cert. denied,
Colorado Supreme Court, Docket No. 03SC338 (Colo. December 1, 2003);
Ayers v. Quillen, Docket No. 03C-02-004RFS, 2004 WL 1965866, *4 (Del.
Super. June 30, 2004) (‘‘[T]he definition of ‘any person’ is broad enough to
include an agent of a corporation who is responsible for consumer fraud
under the terms of the [the Delaware Consumer Fraud Act]. . . . However,
it is not enough that the officer, director, agent or other employee know of
the deception. Rather, [the officer] must be shown to have been actively
involved in the alleged violative activity.’’ [Internal quotation marks omit-
ted.]); K.C. Leisure, Inc. v. Haber, 972 So. 2d 1069 (Fla. Dist. App. 2008)
(‘‘[A]n individual may be liable for corporate practices . . . once corporate
liability is established. In order to prove individual liability it is necessary
to show that an individual defendant actively participated in or had some
measure of control over the corporation’s deceptive practices.’’); People ex
rel. Hartigan v. All American Aluminum & Construction Co., 171 Ill. App.
3d 27, 33, 524 N.E.2d 1067 (1988) (holding officers, one of whom was control-
ling shareholder, were properly named as parties in action alleging violation
of Illinois unfair trade practices statute); State v. McKinney, 508 N.E.2d
1319, 1321–22 (Ind. App. 1987) (holding individual officer personally liable
for penalties and restitution under Indiana deceptive consumer sales act
where officer was the corporation’s sole employee, determined content of
mailings and advertisements, decided which supplies to use, took money
out of corporation account for personal use, and, although not attorney,
submitted appellate brief on behalf of corporation); Advanced Construction
Corp. v. Pilecki, 901 A.2d 189, 195 (Me. 2006) (‘‘[t]he individual liability
stems from participation in a wrongful act, and not from facts that must
be found in order to pierce the corporate veil’’); MaryCLE, LLC v. First
Choice Internet, Inc., 166 Md. App. 481, 528, 890 A.2d 818 (2006) (‘‘officers
and agents of a corporation or limited liability company may be held person-
ally liable for [violations of Maryland Consumer Protection Act] when they
direct, participate in, or cooperate in the prohibited conduct’’); Community
Builders, Inc. v. Indian Motorcycle Associates, Inc., 44 Mass. App. 537, 560,
692 N.E.2d 964 (1993) (‘‘[i]t is settled that corporate officers may be held
liable under [Massachusetts consumer protection statute] for their personal
participation in conduct invoking its sanctions’’); Luckoski v. Allstate Ins.
Co., 5 N.E.3d 73, 85 (Ohio App. 2013) (‘‘in contracting with the [plaintiffs,
the contractor] personally took part in the commission of, or cooperated
and directly engaged in, violations of [the Ohio Consumer Sales Practices
Act] and he can be held liable for damages that resulted from his violations,
regardless of whether or not his actions were calculated to take advantage
of the [plaintiffs]’’ [internal quotation marks omitted]); Berrett v. A.T. Master-
piece Homes at Broadsprings, LLC, 40 A.3d 145, 156 (Pa. Super. 2012)
(finding managing member’s deceptive acts exposed him to personal liabil-
ity); Plowman v. Bagnal, 316 S.C. 283, 286, 450 S.E.2d 36 (1994) (‘‘directors
and officers are not liable for [a] corporation’s unfair trade practices unless
they personally commit, participate in, direct, or authorize the commission
of a violation of the [South Carolina Unfair Trade Practices Act]’’); Miller
v. Keyser, 90 S.W.3d 712, 716 (Tex. 2002) (‘‘[The agent] personally partici-
pated in the sale of every home sold to the homeowners. He personally
made the representations about the size of the lot and the location of the
fence. He is the only person with whom the homeowners had any contact.
Based on the plain language of the statute, [the agent] is liable for his own
[Texas Deceptive Trade Practices Act] violations.’’); Grayson v. Nordic
Construction Co., 92 Wash. 2d 548, 554, 599 P.2d 1271 (1979) (‘‘if a corporate
officer participates in wrongful conduct or with knowledge approves of
the conduct, then the officer, as well as the corporation, is liable for the
penalties’’); see also D. Belt, ‘‘Unresolved Issues Under the Unfair Trade
Practices Act,’’ 82 Conn. B. J. 389, 408 n.110 (2008); but see Unit Owner’s
Assn. of Summit Vista Lot 8 Condominium v. Miller, 141 N.H. 39, 44, 677
A.2d 138 (1996) (holding that New Hampshire consumer protection statute
‘‘does not contain a specific provision that allows individuals to be held
liable for the acts of the ‘corporate’ entity absent application of the veil-
piercing doctrine’’).
12
As we have previously stated ‘‘in the absence of aggravating unscrupu-
lous conduct, mere incompetence does not by itself mandate a trial court
to find a CUTPA violation.’’ Naples v. Keystone Building & Development
Corp., supra, 295 Conn. 229.