Brennan v. Brennan Associates ( 2015 )

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THOMAS BRENNAN v. BRENNAN
ASSOCIATES ET AL.
(SC 19116)
(SC 19150)
Rogers, C. J., and Palmer, Zarella, Eveleigh, Espinosa,
Robinson and Vertefeuille, Js.
Argued September 24, 2014—officially released May 5, 2015
J. Christopher Rooney, with whom were John A.
Farnsworth and, on the brief, Anne D. Peterson, for
the appellants in Docket No. SC 19116 and the appellees
in Docket No. SC 19150 (defendants).
William H. Clendenen, Jr., with whom were Maura
A. Mastrony and, on the brief, Kevin Shea and James
Coyne, for the appellee in Docket No. SC 19116 and
the appellant in Docket No. SC 19150 (plaintiff).
Opinion
ZARELLA, J. The present appeals arise from the pro-
tracted and acrimonious breakup of a partnership that
was the subject of a prior appeal to this court. In Bren-
nan v. Brennan Associates, 293 Conn. 60, 72, 977 A.2d
107 (2009) (Brennan I), we upheld the judicial dissocia-
tion of the plaintiff, Thomas Brennan, from the named
defendant, Brennan Associates (partnership). The
plaintiff subsequently instituted the present action to
have his interest in the partnership valued and bought
out by the partnership. The partnership and the
remaining partners, the defendants Alexander Aiello,
Serge Mihaly, and the coadministrators of the estate of
former partner Richard Aiello,1 who died prior to this
litigation, now appeal from the judgment of the trial
court, which awarded the plaintiff approximately $6.9
million for his interest in the partnership, as well as
approximately $3.5 million in interest on that award.
The defendants claim that the trial court (1) should
have valued the plaintiff’s interest in the partnership as
of 2009, when this court upheld the plaintiff’s dissocia-
tion in Brennan I, instead of 2006, when the trial court
rendered the judgment of dissociation, (2) incorrectly
determined that interest accrued on the plaintiff’s buy-
out award from the date of the judgment of dissociation,
and (3) in valuing the partnership, should have treated
the defendants’ attorney’s fees as a liability of the part-
nership. The plaintiff filed a separate appeal from the
judgment of the trial court, claiming that the trial court
should have awarded him offer of compromise interest
in addition to the sums already awarded. We agree with
the defendants on their first two claims and decline to
review their third claim because the record is inade-
quate for review. Accordingly, we reverse in part the
trial court’s judgment and remand the case for further
proceedings. Because we reverse in part the trial court’s
judgment and the plaintiff’s interest must be valued
again, we cannot resolve the plaintiff’s claim and there-
fore dismiss the appeal in Docket No. SC 19150.
The record reveals the following undisputed facts
and procedural history, some of which are set forth in
Brennan I. See id., 64–70. In 1984, the plaintiff entered
into a general partnership agreement with Alexander
Aiello, Richard Aiello and Mihaly to operate and manage
a shopping center they owned in the town of Trumbull.
The partnership operated successfully for twenty years
before Richard Aiello passed away. Upon his death, the
coadministrators of Richard Aiello’s estate succeeded
to his interest in the partnership, at which time animos-
ity began to grow among the remaining partners. The
subsequent litigation between the partners, separate
from the present case, resulted in a judgment of dissoci-
ation against the plaintiff on September 27, 2006, pursu-
ant to General Statutes § 34-355 (5) (C).2 The plaintiff
appealed from the judgment of dissociation, claiming,
inter alia, that he should be allowed to remain in the
partnership. Consequently, the judgment of dissociation
was automatically stayed pursuant to Practice Book
§ 61-11 (a).
While the plaintiff’s appeal was pending, he remained
actively involved in managing the partnership’s busi-
ness and continued to profit from it. Specifically, the
plaintiff continued to solicit tenants for the shopping
mall and to attend partnership meetings. The plaintiff
also continued to receive approximately $49,000 per
month in partnership profits, as he had prior to the
judgment of dissociation. In total, the plaintiff received
a total of $1,702,400 in partnership profits while his
appeal was pending. In an attempt to terminate the
plaintiff’s control over the partnership, the defendants
moved to partially terminate the automatic stay that
was in place pending appeal to enforce the judgment of
dissociation, but the motion was denied. The plaintiff’s
appeal concluded on August 18, 2009, when, in Brennan
I, this court affirmed the trial court’s judgment of disso-
ciation. Id., 93. The court also held that, under the
Revised Uniform Partnership Act (RUPA), as incorpo-
rated in Connecticut’s Uniform Partnership Act (part-
nership act), General Statutes §§ 34-300 through 34-
399, when a partner is dissociated, only the dissociated
partner can initiate the buyout process, not the trial
court or the remaining partners. Id., 92–93.
Thus, shortly after the appeal in Brennan I con-
cluded, the plaintiff instituted the present action under
General Statutes § 34-362 to have the trial court value
the partnership and his interest therein so that the part-
nership could buy him out. According to § 34-362 (b),
a dissociated partner’s interest should be valued as of
the ‘‘date of dissociation . . . .’’ At trial, the parties
disagreed on when the plaintiff had been dissociated
from the partnership. The parties presented evidence
that the partnership’s assets had declined significantly
in value between 2006 and 2009 while the plaintiff’s
appeal in Brennan I was pending. The plaintiff argued
that his interest should be valued as of September 27,
2006, the day the trial court rendered the judgment of
dissociation against him, before the partnership’s assets
had declined in value. In contrast, the defendants
argued that the plaintiff’s interest should be valued as
of August 18, 2009, the date on which Brennan I was
officially decided, which was after the partnership’s
assets had declined in value. After weighing the parties’
arguments, the trial court adopted the plaintiff’s posi-
tion and valued the plaintiff’s interest in the partnership
as of September 27, 2006, the date the trial court ren-
dered the judgment of dissociation, rather than on
August 18, 2009, the date that judgment was affirmed
by this court.
Using the date of September 27, 2006, the trial court
valued the plaintiff’s interest in the partnership at
$8,640,000. From that amount, the trial court subtracted
$1,702,400 to account for the monthly payments that
the plaintiff had received from the partnership while
his appeal in Brennan I was pending. Accordingly, the
trial court awarded the plaintiff a total of $6,937,600.
The trial court also awarded the plaintiff interest on
that sum starting from the date of dissociation, which,
as we noted previously, the trial court had determined
was September 27, 2006. The interest on the buyout
award was approximately $3.5 million. In determining
the plaintiff’s award, the trial court rejected the defen-
dants’ request to offset the award by the amount the
defendants had paid in attorney’s fees as damages under
General Statutes § 34-356 (c) or § 34-362 (c). The defen-
dants 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 § 65-1.3 We now address the defendants’
claims in turn.
I
The defendants first claim that the trial court incor-
rectly determined that the plaintiff had been dissociated
in 2006, when the judgment of dissociation was ren-
dered, rather than in 2009, when that judgment was
affirmed in Brennan I and, thus, improperly valued the
partnership and the plaintiff’s interest therein as of the
earlier date. The defendants argue that the plaintiff
could not have been dissociated from the partnership
until the conclusion of his appeal in Brennan I because,
until that point, the judgment of dissociation had been
automatically stayed pursuant to Practice Book § 61-
11 (a) and the plaintiff had continued to profit from
and to participate in managing the partnership. In oppo-
sition, the plaintiff claims that, regardless of the defen-
dants’ ability to enforce the judgment of dissociation,
he was dissociated in 2006 because that was when the
‘‘judicial determination’’ was made that he should be
dissociated. General Statutes § 34-355 (5) (C). We agree
with the defendants and conclude that the plaintiff was
not dissociated from the partnership until the automatic
stay was terminated upon the conclusion of his appeal
in Brennan I.
To resolve this claim we must interpret the partner-
ship act and, specifically, the term ‘‘date of dissociation’’
in § 34-362 (b). ‘‘[A]s with any question of statutory
construction, our review is plenary . . . .’’ (Citation
omitted.) Brennan v. Brennan Associates, supra, 293
Conn. 90. ‘‘When construing a statute, [o]ur fundamen-
tal objective is to ascertain and give effect to the appar-
ent intent of the legislature. . . . In seeking to deter-
mine 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. . . .
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 omitted.) Gilmore v.
Pawn King, Inc., 313 Conn. 535, 542–43, 98 A.3d 808
(2014). ‘‘The test to determine ambiguity is whether the
statute, when read in context, is susceptible to more
than one reasonable interpretation.’’ (Internal quotation
marks omitted.) Fairchild Heights, Inc. v. Amaro, 293
Conn. 1, 9, 976 A.2d 668 (2009). An additional principle
of statutory construction ‘‘that is relevant to this issue is
that the legislature is always presumed to have created a
harmonious and consistent body of law . . . . [T]his
tenet of statutory construction . . . requires [this
court] to read statutes together when they relate to the
same subject matter . . . . Accordingly, [i]n determin-
ing the meaning of a statute . . . we look not only at
the provision at issue, but also to the broader statutory
scheme to ensure the coherency of our construction.’’
(Internal quotation marks omitted.) Brennan v. Bren-
nan Associates, supra, 90–91.
We begin our analysis by examining the relevant stat-
utory provisions. The plaintiff brought this action under
§ 34-362, which provides that trial courts should value
a dissociated partner’s interest in the partnership as of
the ‘‘date of dissociation . . . .’’ General Statutes § 34-
362 (b). Section 34-362, however, does not define the
term ‘‘date of dissociation.’’ Accordingly, we look to the
broader statutory scheme to determine when a partner’s
dissociation occurs. Section 34-355 sheds light on this
question, as it provides the various grounds on which
a partner may be dissociated. In this case, the plaintiff
was dissociated under § 34-355, which provides in rele-
vant part that ‘‘[a] partner is dissociated from a partner-
ship upon the occurrence of . . . (5) . . . the part-
ner’s expulsion by judicial determination because
. . . (C) the partner engaged in conduct relating to the
partnership business which makes it not reasonably
practicable to carry on the business in partnership with
the partner . . . .’’ (Emphasis added.)
We conclude that the language of § 34-355 (5) (C) is
plain and unambiguous and indicates that a partner is
dissociated under that provision when the partner is
expelled after a judicial determination is made that the
partner’s conduct has made it not reasonably practica-
ble to carry on the business of the partnership. The
plain language of § 34-355 (5) (C) makes clear that a
partner’s dissociation under that provision occurs not
merely upon a judicial determination that the partner
has engaged in improper conduct, as the plaintiff sug-
gests, but, rather, upon the partner’s ‘‘expulsion by judi-
cial determination’’ that such grounds exist. (Emphasis
added.) General Statutes § 34-355 (5). Thus, § 34-355
(5) indicates that the ‘‘date of dissociation,’’ for the
purpose of valuing the partnership under § 34-362 (b), is
the date that the dissociated partner is actually expelled
from the partnership, not the date that the judgment
of dissociation is rendered.4
Other provisions of the partnership act support the
conclusion that dissociation occurs upon a partner’s
expulsion from a partnership. For instance, § 34-357,
which addresses the effects of dissociation, provides
that, ‘‘[u]pon a partner’s dissociation . . . [t]he part-
ner’s right to participate in the management and con-
duct of the partnership business terminates . . . .’’
General Statutes § 34-357 (b) (1). Likewise, in Brennan
I, we recognized that a partner’s dissociation ‘‘denote[s]
the change in the relationship caused by a partner’s
ceasing to be associated in the carrying on of the busi-
ness.’’ (Internal quotation marks omitted.) Brennan v.
Brennan Associates, supra, 293 Conn. 66 n.4, quoting
Rev. Unif. Partnership Act of 1997, § 601, comment (1),
6 U.L.A. (Pt. I) 164 (2001). Given that the primary conse-
quence of a partner’s dissociation is that the partner
loses his right to participate in the partnership, it logi-
cally follows that a partner is not dissociated until he
is expelled and can no longer lawfully participate in
managing the partnership.
Accordingly, we must determine when the plaintiff
was expelled from the partnership in order to discern
the proper date of dissociation for valuation purposes
under § 34-362 (b). To make that determination, how-
ever, we must consider the effect of the automatic stay
that was in place after the judgment of dissociation was
rendered against the plaintiff, and read the partnership
act in conjunction with Practice Book § 61-11 (a), which
stays enforcement of all civil judgments pending an
appeal. Specifically, Practice Book § 61-11 (a) provides
in relevant part that, ‘‘[e]xcept where otherwise pro-
vided by statute or other law, proceedings to enforce or
carry out the judgment or order shall be automatically
stayed until the time to take an appeal has expired. If
an appeal is filed, such proceedings shall be stayed until
the final determination of the cause. . . .’’5 Accord-
ingly, when a partnership obtains a judgment of dissoci-
ation against a partner, the partnership cannot enforce
that judgment until the time to take an appeal has
expired or, if the outgoing partner appeals from the
judgment of dissociation, until the conclusion of the
appeal. Thus, while an appeal is pending, the partner
against whom the judgment of dissociation has been
rendered maintains the right to continue participating
in and benefiting from the partnership and cannot yet
be expelled and dissociated.
This is precisely what occurred in the present case.
It is undisputed that, after the judgment of dissociation
was rendered against the plaintiff, the judgment was
stayed pursuant to Practice Book § 61-11 (a), and the
plaintiff’s participation in the partnership did not
change. The plaintiff continued to attend partnership
meetings, vote at those meetings, and communicate
with prospective and existing tenants at the shopping
center owned by the partnership while his appeal was
pending. The plaintiff also received approximately $1.7
million in partnership profits between the time that the
judgment of dissociation was rendered and the conclu-
sion of his appeal in Brennan I. The defendants
attempted to expel the plaintiff from the partnership
while the appeal in Brennan I was pending by moving
to partially terminate the automatic stay, but their
motion was denied. Thus, due to the automatic stay,
the plaintiff was still ‘‘ ‘carrying on . . . the business’ ’’
of the partnership while his appeal in Brennan I was
pending and therefore had not yet been dissociated
from the partnership. Brennan v. Brennan Associates,
supra, 293 Conn. 66 n.4. The plaintiff was only dissoci-
ated once Brennan I was officially decided and the
time to file a motion for reconsideration had expired,
at which point the automatic stay terminated and the
judgment of dissociation became effective;6 it was at
that point that the plaintiff was expelled from the part-
nership.
We reject the plaintiff’s argument to the contrary
regarding the effect of the automatic stay on the judg-
ment of dissociation. The plaintiff argues that he was
dissociated on the date that the judgment of dissocia-
tion was rendered because the automatic stay does not
affect the finality of an underlying judgment. Although
it is undoubtedly true that an automatic stay does not
affect the underlying judgment, the plaintiff’s argument
misses the point. The automatic stay, as the plaintiff
acknowledges, ‘‘denies [a successful litigant] the imme-
diate fruits of his or her victory . . . in order to protect
the full and unhampered exercise of the right of appel-
late review.’’ (Internal quotation marks omitted.) Pre-
isner v. Aetna Casualty & Surety Co., 203 Conn. 407,
414, 525 A.2d 83 (1987). In the present case, the fruits
of the defendants’ victory at trial in Brennan I that they
were denied pending the plaintiff’s appeal were the
plaintiff’s expulsion from the partnership. Thus, it is
both true that the judgment of dissociation rendered
against the plaintiff was a final judgment and that the
judgment did not become effective until the automatic
stay was terminated. The plaintiff’s argument therefore
has no merit.7
In addition to the fact that the judgment of dissocia-
tion was stayed as a matter of law, there are strong
policy reasons for deciding that the plaintiff was not
dissociated until the conclusion of his appeal in Bren-
nan I. The partnership act reflects the policy that a
partner should not be allowed to participate in a part-
nership when he does not share in the risk that the
partnership will lose value. For instance, when a partner
is dissociated, that partner no longer shares in the risk
of loss to the partnership because his interest in the
partnership is valued as of ‘‘the date of dissociation
. . . .’’ General Statutes § 34-362 (b). Thus, regardless
of what happens to the value of the partnership’s assets
after the partner is dissociated, the amount for which
the dissociated partner will be bought out remains
unchanged. In conjunction with this valuation provi-
sion, the partnership act also expressly bars a dissoci-
ated partner from participating in the business of the
partnership after he is dissociated. General Statutes
§ 34-357 (b) (1) (providing that, upon partner’s dissocia-
tion, ‘‘[t]he partner’s right to participate in the manage-
ment and conduct of the partnership business termi-
nates’’). The combination of these provisions reflects
the policy that a partner should not be allowed to partic-
ipate in a partnership in which he has no economic
interest at stake.
This policy, in our view, makes good sense. A part-
ner’s economic interests should be aligned with those
of the partnership to ensure that he acts with the best
interests of the partnership in mind. It is not difficult
to imagine the problems that would arise if a dissociated
partner’s interest were valued at the time of the judg-
ment of dissociation, instead of the time the partner
was actually expelled from the partnership, and the
partner was allowed to continue managing the partner-
ship while his appeal is pending. For instance, an outgo-
ing partner would be deprived of sharing in any value
he added to the partnership through his good faith
efforts to run the business during the pendency of his
appeal because his buyout award would be locked as
of the date of the judgment of dissociation. Conversely,
a disgruntled, outgoing partner could take a nonmerito-
rious appeal for the sole purpose of intentionally sabo-
taging the business of the partnership, knowing that
he is not risking a diminution of his interest. These
scenarios are easily prevented by valuing a dissociated
partner’s interest as of the date of his actual expulsion,
which ensures that the dissociated partner continues
to have an economic stake in the partnership as long
as he has the right to continue participating in managing
the partnership.
In sum, the plaintiff in the present case was dissoci-
ated from the partnership on August 29, 2009, because
that was the date on which the parties could no longer
file a motion for reconsideration in Brennan I. See
footnote 6 of this opinion. On that date, the automatic
stay terminated, and the judgment of dissociation
became effective, causing the plaintiff’s expulsion.
Accordingly, the trial court should have valued the
plaintiff’s interest in the partnership as of August 29,
2009, the date when Brennan I was finally resolved.8
We therefore remand the case for further proceedings
at which the trial court should value the plaintiff’s inter-
est in the partnership as of August 29, 2009.
II
We next address the defendants’ claim that the trial
court improperly awarded the plaintiff interest on his
$6,937,600 buyout award from the date of the judgment
of dissociation in 2006. The following additional facts
and procedural history are relevant to this claim.
At trial, there was no question that the partnership
was obligated to buy the plaintiff out after his dissocia-
tion, but the parties disagreed over when the partner-
ship was obligated to buy him out. Under normal cir-
cumstances, a dissociated partner is entitled to immedi-
ate payment of his interest in the partnership under
§ 34-362 (b). If, however, a partner wrongfully dissoci-
ates from a partnership for a definite term, as the plain-
tiff did in the present case,9 he is not entitled to payment
until the expiration of the partnership’s term pursuant
to § 34-362 (h), unless immediate payment would ‘‘not
cause undue hardship to the business of the partner-
ship.’’ General Statutes § 34-362 (h). The trial court con-
cluded that immediate payment to the plaintiff would
not cause undue hardship to the partnership and, pursu-
ant to § 34-362 (h), ordered the partnership to pay the
plaintiff $6,937,600 in four payments over four years.10
After concluding that the plaintiff was entitled to an
early payment of his buyout award under § 34-362 (h),
the trial court determined that the plaintiff also was
entitled to interest on that award under § 34-362 (b),
which provides that interest accrues on a dissociated
partner’s award from the date of dissociation. The trial
court ordered the defendants to pay interest at an
annual rate of 8 percent11 on the plaintiff’s $6,937,600
buyout award ‘‘from the date of dissociation to the date
of payment . . . .’’ Given that the trial court already
had determined that the date of dissociation was the
date the judgment of dissociation was rendered more
than six years earlier, namely, September 27, 2006, the
defendants owed the plaintiff approximately $3.5 mil-
lion in interest.
On appeal, the defendants claim that, because the
plaintiff wrongfully dissociated from the partnership,
he was not entitled to interest on his buyout award
under § 34-362 (b). Instead, the defendants claim, the
plaintiff was entitled to interest under § 34-362 (h),
which specifically applies to wrongful dissociation, only
once each of the scheduled payments to the plaintiff
became due and owing. In response, the plaintiff argues
that the trial court properly applied the interest provi-
sion in § 34-362 (b) because that subsection applies
to all dissociated partners, regardless of whether they
wrongfully dissociated. Alternatively, the plaintiff
argues that, even if the trial court should have applied
§ 34-362 (h), he nevertheless was entitled to interest
dating back to the date of dissociation because he estab-
lished that it would not be an undue hardship for the
partnership to pay his buyout award before the expira-
tion of the partnership’s term. See General Statutes
§ 34-362 (h). We agree with the defendants and conclude
that § 34-362 (h) controls and that the plaintiff was not
entitled to interest on his buyout award until the four
scheduled payments of that award became due and
owing.
Whether the plaintiff was entitled to interest on his
buyout award under § 34-362 ‘‘raises a question of statu-
tory construction, which is a [question] of law, over
which we exercise plenary review.’’ (Internal quotation
marks omitted.) Fairchild Heights, Inc. v. Amaro,
supra, 293 Conn. 8. We interpret § 34-362 according to
the same principles of statutory construction set forth
in part I of this opinion.
We begin our analysis with the applicable language
of § 34-362, which sets forth two alternative procedures
for valuing and buying out a dissociated partner’s inter-
est in a partnership. Subsection (b) of § 34-362 provides
in relevant part that a dissociated partner’s interest in
a partnership should be valued at ‘‘the amount that
would have been distributable to the dissociating part-
ner . . . if, on the date of dissociation, the assets of
the partnership were sold . . . and the partnership
were wound up as of that date. . . .’’ Subsection (b)
of § 34-362 further provides that ‘‘[i]nterest must be paid
from the date of dissociation to the date of payment’’ of
the buyout award. Under subsection (b), a dissociated
partner is entitled to immediate payment of his buyout
award. See Rev. Unif. Partnership Act of 1997, § 701,
comment (9), supra, 6 U.L.A. (Pt. 1) 178.
Subsection (h) of § 34-362, on the other hand, pro-
vides for a deferred payment to a partner whose dissoci-
ation was wrongful.12 If a partner wrongfully dissociates
from a partnership of a definite term, the partner ‘‘is
not entitled to payment of any portion of the buyout
price until the expiration of the term . . . unless the
partner establishes to the satisfaction of the court that
earlier payment will not cause undue hardship to the
business of the partnership.’’ (Emphasis added.) Gen-
eral Statutes § 34-362 (h). Subsection (h) of § 34-362
further provides that ‘‘[a] deferred payment must be
adequately secured and bear interest.’’
To determine which provision of § 34-362 controls in
the present case, we rely on the ‘‘well-settled principle
of construction that specific terms covering the given
subject matter will prevail over general language of the
same . . . statute which might otherwise prove con-
trolling. . . . Where there are two provisions in a stat-
ute, one of which is general and designed to apply to
cases generally, and the other is particular and relates
to only one case or subject within the scope of a general
provision, then the particular provision must prevail;
and if both cannot apply, the particular provision will
be treated as an exception to the general provision.’’
(Internal quotation marks omitted.) Tomlinson v. Tom-
linson, 305 Conn. 539, 552–53, 46 A.3d 112 (2012).
In light of this principle, we conclude that § 34-362
(h), not § 34-362 (b), controls whether the plaintiff is
entitled to interest on his buyout award. It is clear that
subsection (b) is designed to apply to cases generally,
because it refers to ‘‘dissociated partner[s]’’ generally,
without distinguishing between partners that have dis-
sociated wrongfully and rightfully. General Statutes
§ 34-362 (b). In contrast, subsection (h) is particular
and relates only to cases in which a partner ‘‘wrongfully
dissociates . . . .’’ General Statutes § 34-362 (h). In the
present case, it is undisputed that the plaintiff wrong-
fully dissociated from the partnership. See footnote 9
of this opinion. Accordingly, § 34-362 (h) controls. The
trial court properly applied subsection (h) initially,
determining that its exception applied because making
immediate payment would not cause undue hardship
to the partnership, but then referred back to subsection
(b) to determine whether the plaintiff was entitled to
interest on his buyout award. Instead, the trial court
should have applied the provision in subsection (h)
pertaining to interest on a wrongfully dissociating part-
ner’s buyout award.
Having concluded that § 34-362 (h) controls, we next
must determine when interest begins to accrue on a
wrongfully dissociating partner’s buyout award under
that provision. Section 34-362 (h) provides that ‘‘[a]
deferred payment must be adequately secured and bear
interest’’ but is silent as to when interest begins to
accrue on such a buyout award. Reading subsection
(h) in the context of the other subsections of § 34-362
does not clarify when the drafters of the RUPA intended
interest to begin accruing on a deferred payment under
subsection (h). Whereas subsection (b) of § 34-362 spe-
cifically provides that interest accrues on a rightfully
dissociating partner’s buyout award ‘‘from the date of
dissociation to the date of payment,’’ subsection (h)
does not include that same language, which suggests
that interest does not accrue from the date of dissocia-
tion on awards to wrongfully dissociating partners
under subsection (h). See, e.g., Marchesi v. Board of
Selectmen, 309 Conn. 608, 618, 72 A.3d 394 (2013)
(‘‘[w]hen a statute, with reference to one subject con-
tains a given provision, the omission of such provision
from a similar statute concerning a related subject . . .
is significant to show that a different intention existed’’
[internal quotation marks omitted]); see also General
Statutes § 34-362 (i) (referencing ‘‘accrued interest’’ for
immediate payments under subsection [b], but not for
deferred payments under subsection [h]). On the other
hand, subsection (f) of § 34-362 provides in relevant
part that, when a partnership is authorized to make
a deferred payment pursuant to subsection (h), ‘‘the
partnership may tender a written offer to pay the
amount it estimates to be the buyout price and accrued
interest . . . .’’ (Emphasis added.) If a partnership’s
settlement offer to a wrongfully dissociating partner
under subsection (f) must include not only the buyout
price but also ‘‘accrued interest,’’ that suggests that
interest begins to accrue on a deferred payment before
the partnership is required to make the payment. The
language in subsection (h) regarding interest accruing
on deferred payments is therefore susceptible to more
than one reasonable interpretation. Accordingly, con-
sistent with § 1-2z, we turn to extratextual sources to
interpret the statute.
The legislative history surrounding the enactment of
§ 34-362, and the partnership act generally, is minimal,
and there is no legislative history that clarifies the legis-
lature’s intent regarding the interest provision of § 34-
362 (h). We therefore turn to other extratextual sources
to ascertain the meaning of the statute, specifically,
the commentary to the RUPA and relevant scholarly
articles. The drafters of the RUPA apparently created
subsection (h) of § 34-362 in order ‘‘to protect the non-
breaching partners [of a term partnership] from an
unexpected loss of capital.’’ D. Weidner & J. Larson,
‘‘The Revised Uniform Partnership Act: The Reporters’
Overview,’’ 49 Bus. Law. 1, 11 (1993). Although the
commentary to the RUPA does not specifically address
the interest provision of § 34-362 (h), it does address
why interest is awarded to rightfully dissociating part-
ners. In general, interest accrues on a rightfully dissoci-
ating partner’s award from the date of dissociation to
the date of payment under § 34-362 (b) ‘‘to compensate
the dissociating partner for the use of his interest in
the firm.’’ Rev. Unif. Partnership Act of 1997, § 701,
comment (3), supra, 6 U.L.A. (Pt. 1) 177.
In light of this commentary, we conclude that the
most reasonable interpretation of § 34-362 (h) is that
interest accrues on a payment to a wrongfully dissociat-
ing partner from the date the payment is due and owing,
rather than from the date of dissociation. We believe
that the rationale for awarding interest generally under
subsection (b) of § 34-362, namely, compensating right-
fully dissociating partners, simply does not apply in the
context of payments to wrongfully dissociating partners
under subsection (h). A partner who has wrongfully
dissociated is not entitled to compensation for the use
of his interest in the partnership because it was the
partner’s own wrongful conduct that is causing the
partnership to buy him out. The idea that a wrongfully
dissociating partner forfeits certain rights as a conse-
quence of his wrongful conduct is reflected in the many
provisions of the partnership act that treat wrongfully
dissociating partners differently from rightfully dissoci-
ating partners. See, e.g., General Statutes § 34-373 (b)
(affording to rightfully dissociating partners but not to
wrongfully dissociating partners right to waive winding-
up process and to continue dissolved partnership); Gen-
eral Statutes § 34-374 (a) (barring wrongfully dissociat-
ing partners from participating in winding-up process);
General Statutes § 34-376 (a) (barring wrongfully disso-
ciating partners from filing statement of dissolution);
cf. General Statutes § 34-356 (c) (holding wrongfully
dissociating partner liable for damages caused by disso-
ciation).
Moreover, this interpretation of § 34-362 (h) is consis-
tent with common-law principles governing awards of
interest generally. In contexts other than partnerships
and the RUPA, we consistently have held that interest
ordinarily begins to accrue only when the underlying
obligation becomes due and owing. See, e.g., Cecio
Bros., Inc. v. Feldmann, 161 Conn. 265, 274, 287 A.2d
374 (1971) (‘‘[i]nterest ordinarily begins to run from the
time when the money is due and payable’’); see also
Belisle v. Berkshire Ice Co., 98 Conn. 689, 696, 120 A.
599 (1923); Loomis v. Gillett, 75 Conn. 298, 300–301,
53 A. 581 (1902).
Applying this interpretation of § 34-362 (h) to the
present case, we conclude that the plaintiff is not enti-
tled to interest on his buyout award under § 34-362 (h)
until the award becomes due and owing. Thus, the trial
court improperly awarded the plaintiff interest on his
buyout award from the date of dissociation. On remand,
the trial court should apply § 34-362 (h) and determine
whether the plaintiff is entitled only to a deferred pay-
ment or an immediate payment if the partnership’s term
has expired, or whether there again will be no undue
hardship to the business of the partnership. In either
case, interest will begin to accrue only once the pay-
ment or payments become due and owing.
III
Finally, we turn to the defendants’ claim regarding
attorney’s fees. The defendants claim that the trial
court, in valuing the partnership, should have treated
their attorney’s fees as a liability of the partnership,
which would have reduced the partnership’s value and,
in turn, reduced the plaintiff’s buyout award. The defen-
dants reason that their attorney’s fees constituted a
liability because the partnership agreement included a
provision indemnifying each partner from ‘‘any and all
liability, loss, expense, or damage . . . including attor-
ney’s fees . . . incurred by any of them’’ in the course
of conducting the business of the partnership. Thus,
under the terms of this indemnity provision, the defen-
dants claim that the partnership was obligated to repay
the defendant partners for their attorney’s fees. We
cannot review the defendants’ claim because the record
is inadequate for review.
The following additional facts regarding the defen-
dants’ attorney’s fees are pertinent to this issue. Neither
the defendant partners nor the partnership actually paid
for the attorney’s fees they incurred in the present case
or in Brennan I. Instead, the fees were paid for by the
estate of Richard Aiello. The defendants claimed that
it was necessary to secure funding from the estate of
Richard Aiello because the plaintiff would not consent
to having the partnership indemnify the defendants for
their attorney’s fees. In 2005, the defendants agreed in
writing to reimburse the estate of Richard Aiello for the
attorney’s fees. The defendants passed a ‘‘resolution’’
reaffirming that obligation to the estate of Richard
Aiello in 2012.
From the outset of the present case, the defendants
have claimed that the plaintiff is obligated to pay the
attorney’s fees they incurred in the present case and
in Brennan I under two theories.13 First, the defendants
claimed that their attorney’s fees constituted damages
under § 34-356 (c)14 that had been caused by the plain-
tiff’s wrongful dissociation and that should be offset
against the plaintiff’s buyout award pursuant to § 34-
362 (c).15 The defendants argued in their pretrial memo-
randum of law and posttrial brief that § 34-356 does not
limit what types of costs can be deemed ‘‘damages,’’
and, therefore, their attorney’s fees should be offset
against the plaintiff’s award because the plaintiff’s dis-
sociation caused the defendants to incur those fees
when the plaintiff instituted the present action and the
action in Brennan I.
The defendants’ second theory at trial was that they
could recover attorney’s fees from the plaintiff
according to the terms of an indemnity provision con-
tained in the partnership agreement. At trial, the defen-
dants entered into evidence the partnership agreement,
the agreement with the estate of Richard Aiello, which
obligated the defendants to reimburse the estate for
the attorney’s fees, and the resolution reaffirming that
obligation. The partnership agreement included an
indemnity clause providing that ‘‘[t]he partnership shall
. . . indemnify and save harmless each [p]artner from
and against any and all liability, loss, expense, or dam-
age incurred or sustained by reason of any act or omis-
sion in the conduct of the business of the partnership
. . . including attorney’s fees . . . incurred by any of
them in connection with the defense of any action to
which any of them may be made a party by reason of his
activities on behalf of the partnership.’’ The defendants
argued that the partnership had incurred a debt
defending the two actions brought by the plaintiff and
that, under the indemnity provision in the partnership
agreement, they were therefore ‘‘entitled to be indemni-
fied’’ by the plaintiff for these expenses.
In pursuing these two theories at trial, the defendants
presented evidence regarding how the partnership had
treated their attorney’s fees for accounting purposes.
One of the coadministrators of the estate of Richard
Aiello testified that the defendants believed that the
plaintiff was liable to the partnership for the attorney’s
fees as damages under §§ 34-356 and 34-362. As such,
the coadministrator explained, the partnership had
treated the defendants’ attorney’s fees as ‘‘a receivable’’
from the plaintiff and an ‘‘offsetting liability’’ owed to
the estate of Richard Aiello. The coadministrator
explained that, if the trial court concluded that the
plaintiff was not liable to the partnership for the attor-
ney’s fees, then the fees would become a liability of
the partnership because the partnership would be obli-
gated to reimburse the estate of Richard Aiello for the
fees. Accordingly, when the parties were presenting
evidence regarding the partnership’s value, the defen-
dants stipulated to the fact that, as of 2006 and 2009,
the partnership had only two liabilities: a mortgage for
the commercial property the partnership owned and
lease deposits that the partnership owed to tenants.
After an eleven day trial, the trial court concluded
that the defendants were not entitled to attorney’s fees
from the plaintiff. With respect to the defendants’ first
theory, the trial court determined that, as a matter of
law, attorney’s fees are not recoverable under § 34-
356 (c) or § 34-362 (c) and that, even if they were, the
defendants had failed to establish that the plaintiff’s
wrongful dissociation had caused the damages that they
sought. With respect to the second theory, the court
never made any findings of fact regarding the indemnity
provision of the partnership agreement or legal conclu-
sions as to whether the defendants were entitled to
attorney’s fees under that provision. Instead, the trial
court addressed only the effect of the defendants’
agreement with the estate of Richard Aiello regarding
the attorney’s fees and the defendants’ subsequent reso-
lution to repay the estate. The trial court found that
neither the defendants’ agreement with the estate nor
the resolution required the plaintiff to pay the defen-
dants’ attorney’s fees because the plaintiff was not a
party to either the agreement or the resolution.
After the trial court issued its memorandum of deci-
sion, the defendants filed a motion for articulation and/
or clarification as to how it arrived at its ultimate valua-
tion of the partnership. Specifically, the defendants
claimed that ‘‘[i]t [was] unclear from the decision what
values the court ascribed to the assets and liabilities [of
the partnership]’’ and requested the court to ‘‘articulate
findings as to the value of the real estate assets . . .
and the partnership’s liabilities’’ so that the defendants
could determine whether the court properly applied the
statutorily prescribed formula for valuing the partner-
ship. The plaintiff opposed the defendants’ motion, and
the court ultimately denied the motion. The defendants
subsequently filed a motion for review of the trial
court’s denial of their motion for articulation and/or
clarification, and this court granted the motion for
review but denied the relief requested therein.
On appeal, the defendants challenge only the trial
court’s ruling with respect to their second theory for
recovering attorney’s fees. Specifically, the defendants
claim that the trial court, in valuing the partnership,
should have treated the attorney’s fees as a liability of
the partnership because the indemnity provision in the
partnership agreement required the partnership to
indemnify the partners for the fees.16
‘‘It is well established that [i]t is the appellant’s bur-
den to provide an adequate record for review.’’ (Internal
quotation marks omitted.) Schoonmaker v. Lawrence
Brunoli, Inc., 265 Conn. 210, 232, 828 A.2d 64 (2003).
‘‘Our role is not to guess at possibilities, but to review
claims based on a complete factual record developed
by a trial court. . . . Without the necessary factual and
legal conclusions furnished by the trial court . . . any
decision made by us respecting [the defendants’ claims]
would be entirely speculative.’’ (Internal quotation
marks omitted.) Deutsche Bank National Trust Co. v.
Angle, 284 Conn. 322, 327, 933 A.2d 1143 (2007). ‘‘It is,
therefore, the responsibility of the appellant to move
for an articulation or rectification of the record where
the trial court has failed to state the basis of a decision
. . . to clarify the legal basis of a ruling . . . or to ask
the trial judge to rule on an overlooked matter. . . .
In the absence of any such attempts, we decline to
review this issue.’’ (Internal quotation marks omitted.)
Schoonmaker v. Lawrence Brunoli, Inc., supra, 232.
We conclude that the record is inadequate to review
the defendants’ claim through no fault of the defen-
dants. In its memorandum of decision, the trial court
did not make any findings of fact with respect to the
indemnity provision of the partnership agreement.
Without findings of fact regarding whether the partner-
ship is obligated to pay the defendants’ attorney’s fees
under the indemnity provision, we cannot review the
defendants’ claim that the trial court should have
treated their attorney’s fees as a liability of the partner-
ship. Nevertheless, the defendants made sufficient
attempts to obtain an adequate record for review in
their motion for articulation and/or clarification, which
was denied, and their motion for review, which this
court granted but ultimately denied the relief sought
therein. Accordingly, under the unique circumstances
of this case, we remand the case for further proceed-
ings. At the hearing to value the partnership and the
plaintiff’s interest therein as of August 29, 2009; see part
I of this opinion; the trial court should also determine
whether the defendants are entitled to attorney’s fees
under the indemnification provision of the partnership
agreement and, thus, whether the attorney’s fees consti-
tute a liability of the partnership.17
The judgment in Docket No. SC 19116 is reversed as
to the valuation of the partnership and the plaintiff’s
interest therein, and as to the award of interest under
§ 34-362, and the case is remanded for further proceed-
ings to determine the value of the partnership and the
plaintiff’s interest therein as of August 29, 2009, to deter-
mine whether the plaintiff is entitled to a deferred or
immediate payment of the newly determined buyout
award, and to determine whether the attorney’s fees
incurred by the defendants constitute a liability of the
partnership; the judgment in Docket No. SC 19116 is
affirmed in all other respects, and the appeal in Docket
No. SC 19150 is dismissed.
In this opinion ROGERS, C. J., and PALMER, ESPI-
NOSA, ROBINSON and VERTEFEUILLE, Js., con-
curred.
1
The coadministrators of Richard Aiello’s estate are Leonard DiNardo,
Peter DiNardo, Salvatore K. DiNardo and David Lehn. We hereinafter refer
to the partnership, Alexander Aiello, Mihaly and the coadministrators of
the estate of Richard Aiello collectively as the defendants throughout this
opinion. We refer to Alexander Aiello, Mihaly and the coadministrators
collectively as the defendant partners.
2
General Statutes § 34-355 (5) provides for a ‘‘partner’s expulsion by
judicial determination because . . . (C) the partner engaged in conduct
relating to the partnership business which makes it not reasonably practica-
ble to carry on the business in partnership with the partner . . . .’’
3
We note that the plaintiff also filed his separate appeal with the Appellate
Court, and we transferred that appeal to this court and consolidated it with
the defendants’ appeal for oral argument.
4
The dissenting justice claims that we place undue emphasis on the term
‘‘expulsion’’ in § 34-355 (5). In fact, however, we are merely giving effect to
every word in § 34-355 (5) instead of reading the term ‘‘expulsion’’ out of
the statute, as the dissent would do.
The other grounds for dissociation enumerated in § 34-355 reveal the
significance of the term ‘‘expulsion’’ in § 34-355 (5). Of the ten events that
can result in a partner’s dissociation under § 34-355, only three include the
term ‘‘expulsion’’ as the triggering event of a partner’s dissociation. See
General Statutes § 34-355 (3) through (5). In contrast, the other subdivisions
of the statute provide that a partner is dissociated as a matter of law upon
the moment that a certain event occurs, regardless of the partner’s participa-
tion in the partnership. See, e.g., General Statutes § 34-355 (6) (A) (dissocia-
tion occurs upon partner ‘‘[b]ecoming a debtor in bankruptcy’’); General
Statutes § 34-355 (7) (B) (dissociation occurs upon ‘‘the appointment of a
guardian or general conservator for the partner’’). This distinction indicates
that a partner’s ‘‘expulsion’’ is necessary for dissociation under some of the
subdivisions of § 34-355 but not others. See, e.g., Marchesi v. Board of
Selectmen, 309 Conn. 608, 618, 72 A.3d 394 (2013) (‘‘[w]hen a statute, with
reference to one subject contains a given provision, the omission of such
provision from a similar statute concerning a related subject . . . is signifi-
cant to show that a different intention existed’’ [internal quotation marks
omitted]).
Section 34-355 (7) (C) is particularly illuminating, given that dissociation
under that subparagraph, like under § 34-355 (5), involves a judicial determi-
nation. Section 34-355 provides in relevant part that ‘‘[a] partner is dissoci-
ated from a partnership upon . . . (7) . . . (C) a judicial determination
that the partner has . . . become incapable of performing the partner’s
duties under the partnership agreement . . . .’’ (Emphasis added.) The
absence of the term ‘‘expulsion’’ from § 34-355 (7) indicates that a partner
is dissociated under that provision at the time of the judicial determination,
regardless of whether he is expelled from the partnership. The difference
in the language of § 34-355 (5) and § 34-355 (7) (C) supports the conclusion
that the drafters of the RUPA included the word ‘‘expulsion’’ in § 34-355 (5)
for a reason, and that dissociation under § 34-355 (5) does not occur until
the partner is expelled from the partnership. See, e.g., Marchesi v. Board
of Selectmen, supra, 309 Conn. 618.
5
See also C. Tait & E. Prescott, Connecticut Appellate Practice and Proce-
dure (4th Ed. 2014) § 4-4:1.1, p. 292.
6
Practice Book § 71-6 provides that, generally, an automatic stay shall
continue until the time for the filing of a motion for reconsideration with
this court has expired, or, if such a motion is filed, until twenty days after
the disposition of that motion, or, if such motion is granted, until the appeal
is finally determined.
Because our review of the record reveals that the parties in Brennan I
did not file a motion for reconsideration, and the time to file such a motion
would have expired ten days after Brennan I was officially decided; see
Practice Book § 71-5; the judgment of dissociation would have become
effective on August 29, 2009.
7
Likewise, the dissenting justice’s claims regarding the automatic stay
are unavailing. The dissenting justice first claims that we should not consider
the effect of the automatic stay on the date of dissociation because the
defendants waived that issue by failing to raise it in Brennan I. Before
addressing the merits of this claim, we note that the plaintiff did not make
this argument at trial when litigating this issue, and he does not make it
on appeal.
The dissenting justice’s claim rests on a deep misunderstanding of the
procedural posture of this case. The date of dissociation, and the automatic
stay’s effect on that date, is relevant only insofar as § 34-362 (b) requires a
dissociated partner’s interest in a partnership to be valued as of ‘‘the date
of dissociation’’ so that it can be bought out by the partnership. In Brennan
I, this court determined, inter alia, that the trial court correctly concluded
that it did not have equitable authority to initiate the valuation and buyout
process of the plaintiff and that ‘‘the legislature has intended for the dissoci-
ated partner to control the timing and procedure by which the valuation
process occurs.’’ Brennan v. Brennan Associates, supra, 293 Conn. 92.
Accordingly, the plaintiff brought the present action after Brennan I to have
the partnership and his interest therein valued as of the date of dissociation
and bought out by the partnership. Thus, the valuation process and, there-
fore, the date of dissociation were not relevant to the parties until the
plaintiff brought the present action after Brennan I. Indeed, we expressly
decided in Brennan I that it would have been inappropriate for the trial
court to have valued the plaintiff’s interest in the partnership as of the date
of dissociation in the same action in which the plaintiff was dissociated.
See id., 92–93. Thus, contrary to the dissenting justice’s claim, the defendants
could not have raised in Brennan I the issue of the effect of the automatic
stay on the date of dissociation.
The dissenting justice further claims that, even if the issue of the date of
dissociation is properly before this court, the automatic stay did not apply
to the judgment of dissociation rendered against the plaintiff insofar as
dissociation is an injunctive remedy. Again, this is a novel claim that the
plaintiff did not raise at trial or on appeal. The parties certainly could not
have been confused as to whether the automatic stay was in effect after
the defendants moved to partially terminate the stay while Brennan I was
pending and the trial court denied their motion.
In any event, even if we assume that the dissenting justice’s premise that
injunctions are not subject to an automatic stay is true, the dissenting justice
offers no authority to suggest that dissociation under § 34-355 is a form of
injunctive relief. The case on which the dissenting justice primarily relies,
namely, Tomasso Bros., Inc. v. October Twenty-Four, Inc., 230 Conn. 641,
646 A.2d 133 (1994), explains that a request for injunctive relief requires
the trial court to exercise its discretion in balancing ‘‘the injury complained
of with that which will result from interference by injunction.’’ (Internal
quotation marks omitted.) Id., 648. In contrast, in a dissociation action, the
trial court must determine, as a matter of fact, whether statutorily enumer-
ated grounds exist for terminating an individual’s status as a partner. Dissoci-
ation under the partnership act therefore is not analogous to an injunction
that is ordered as an equitable remedy.
Thus, the dissenting justice’s claim that the automatic stay did not apply
to the plaintiff’s dissociation is without merit. Given that the effect of the
automatic stay is dispositive in the present case, we need not address the
dissenting justice’s other arguments as to why the date of dissociation, for
valuation purposes, is the date the trial court rendered the judgment of
dissociation against the plaintiff.
8
As we previously discussed, the plaintiff also filed a separate appeal
from the trial court’s judgment. Because we reverse the judgment of the
trial court with respect to the date on which the plaintiff’s interest in the
partnership should have been valued and remand the case for a determina-
tion of value as of August 29, 2009, we cannot address the plaintiff’s claim
regarding offer of compromise interest because it is contingent on the trial
court’s determination of value on remand.
9
It is undisputed that the plaintiff’s dissociation from the partnership
was wrongful. Section 34-356 (b) (2) (B) provides that the term wrongful
dissociation encompasses ‘‘exp[ulsion] by judicial determination under sub-
division (5) of section 34-355,’’ which is the provision under which the
plaintiff was expelled.
10
Specifically, in its December 11, 2012 memorandum of decision, the
trial court ordered the partnership to pay the plaintiff according to the
following schedule: $2.5 million on March 1, 2013; $2 million on January 1,
2014; $1.5 million on January 1, 2015; and $937,600 on January 1, 2016.
11
Eight percent is the interest rate statutorily prescribed by General Stat-
utes § 37-1 (a). The trial court properly relied on § 37-1 (a) in determining
the interest rate because § 34-362 does not specify an interest rate, and
General Statutes § 34-304 (b) provides that, ‘‘[i]f an obligation to pay interest
arises under sections 34-300 to 34-399, inclusive, and the rate is not specified,
the rate is that specified in section 37-1.’’
12
Section 34-356 sets forth the grounds for wrongful dissociation.
13
The defendants also sought attorney’s fees from the plaintiff for his
alleged breach of fiduciary duty, but that claim is not at issue in this appeal.
14
General Statutes § 34-356 (c) provides in relevant part: ‘‘A partner who
wrongfully dissociates is liable to the partnership and to the other partners
for damages caused by the dissociation. . . .’’
15
General Statutes § 34-362 (c) provides in relevant part: ‘‘Damages for
wrongful dissociation under subsection (b) of section 34-356, and all other
amounts owing, whether or not presently due, from the dissociated partner
to the partnership, must be offset against the buyout price. . . .’’
16
The plaintiff and the dissenting justice contend that the defendants’
claim regarding attorney’s fees was unpreserved. Specifically, they argue
that, at trial, the defendants never raised their indemnification claim for
attorney’s fees but only sought attorney’s fees as statutory damages under
§§ 34-356 and 34-362. The record reveals, however, that the defendants, in
fact, did preserve their claim. The defendants pleaded their indemnification
claim for attorney’s fees as a counterclaim, raised it briefly in their pretrial
memorandum of law, devoted three pages of their posttrial brief to discussing
it, and raised it in their proposed findings of fact for the trial court. Moreover,
the plaintiff clearly believed that the defendants had raised the indemnifica-
tion claim for attorney’s fees because he responded to it in his posttrial
reply brief. Thus, we reject the plaintiff’s and the dissenting justice’s con-
tention that the defendants failed to preserve their indemnification claim
for attorney’s fees.
17
We recognize that we could remand this matter to the trial court for
an articulation pursuant to Practice Book § 61-10, with respect to whether
the partnership is obligated to pay the defendants’ attorney’s fees. Because,
however, we are remanding this case for further proceedings so that the
partnership and the plaintiff’s interest therein can be valued as of August
29, 2009, we believe that the most prudent course of action is to have the
trial court decide the issue of attorney’s fees at the same time as it determines
the value of the plaintiff’s interest in the partnership.