McKay v. Longman ( 2019 )

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ROBERT J. MCKAY v. STUART L. LONGMAN ET AL.
(SC 20013)
(SC 20014)
Robinson, C. J., and Palmer, D’Auria,
Mullins, Kahn and Ecker, Js.*
Syllabus
Pursuant to the Connecticut Uniform Fraudulent Transfer Act (CUFTA)
(§ 52-552e [a] [1] and [2]), a transfer made by a debtor is fraudulent as
to a creditor if the creditor’s claim arose before the transfer was made
and if the debtor made the transfer with intent to hinder, delay or defraud
any creditor of the debtor or without receiving a reasonably equivalent
value in exchange for the transfer.
Pursuant further to CUFTA (§ 52-552f [a]), a transfer made by a debtor is
fraudulent as to a creditor if the creditor’s claim arose before the transfer
was made, the debtor made the transfer without receiving a reasonably
equivalent value in exchange for the transfer, and the debtor was insol-
vent at that time or became insolvent as a result of the transfer.
The plaintiff, who had obtained a judgment in New York against his former
business partner, the defendant L, sought to enforce that judgment in
Connecticut through the imposition of constructive trusts on certain
real property in Ridgefield and on the proceeds from the sale of real
property in Greenwich, and by having the trial court apply the doctrine
of reverse corporate veil piercing to eight defendant companies affili-
ated with L, namely, S Co., X Co., R Co., G Co., W Co. and three other
companies collectively referred to as the S entities. After the plaintiff
obtained the New York judgment, S Co., a real estate development
business, whose only asset was the Ridgefield property, obtained a loan
from the defendant bank, M Co., secured by a mortgage on the Ridgefield
property. L, a member of S Co., executed the mortgage documents on
behalf of S Co., and S Co. then transferred title to the property to L. L
then obtained a loan, secured by a mortgage against the Ridgefield
property, and transferred title to that property back to S Co. L and
his family occupied a residence on the Ridgefield property but never
executed a lease with S Co. or made any rental payments. Subsequently,
L acquired title to the Greenwich property in his name but, shortly
thereafter, quitclaimed title to that property to X Co., a company owned
by L’s wife and controlled by L, for no more than nominal consideration
and without payment of a conveyance tax. X Co. sold that property to
a bona fide purchaser, and L, through X Co., distributed portions of the
sale proceeds to L’s personal bank account and among the bank accounts
of various entities with which L was associated. The plaintiff alleged
that, pursuant to the provision ([Rev. to 2017] § 34-130) of the Connecti-
cut Limited Liability Company Act governing the authority of members
and managers of limited liability companies to execute legal instruments
on behalf of such companies, L did not have the authority to bind S Co.
to the mortgage agreement with M Co., and sought to have that mortgage
declared void so that it would not be an encumbrance on the Ridgefield
property for purposes of enforcing the New York judgment. The plaintiff
also alleged that L, through his control of various entities, fraudulently
transferred the Ridgefield property to S Co. and the Greenwich property
to X Co., in violation of §§ 52-552e (a) (1) and (2) and 52-552f (a), in
an attempt to avoid creditors such as the plaintiff. The plaintiff further
claimed that the trial court should apply the doctrine of reverse corporate
veil piercing, an equitable remedy by which a court imposes liability on
a corporation for the acts of a corporate insider, allowing a creditor to
reach the assets of the corporation, to the eight defendant companies,
to the extent necessary to satisfy the New York judgment. The trial court
concluded that the plaintiff lacked standing to challenge the mortgage
between M Co. and S Co. and to have it declared void. The trial court
also set aside as fraudulent L’s transfer of the Ridgefield property to S
Co. and the Greenwich property to X Co. The court imposed a construc-
tive trust on the Ridgefield property in favor of the plaintiff, subjecting
it to all applicable postjudgment remedies, and imposed a constructive
trust on all moneys received from or other items of value acquired
through the transfer of the Greenwich property, and awarded damages
to the plaintiff. The trial court finally determined that S Co., X Co., R Co.
and G Co. were alter egos of L, and that their separate corporate exis-
tence was to be disregarded for purposes of satisfying L’s debt to the
plaintiff, enjoining those companies from disposing of any assets prior
to the satisfaction of the plaintiff’s New York judgment but that the S
entities were not alter egos of L. From the trial court’s judgment, L, S
Co., X Co., R Co. and G Co. appealed, and the plaintiff filed a separate
appeal. Held:
1. The trial court correctly determined that the plaintiff lacked standing to
challenge the enforceability of M Co.’s mortgage to S Co.: the plaintiff,
who was not a party to the mortgage, a third-party beneficiary of it, or
either a member or manager of S Co., did not fall within the zone of
interests that § 34-130 was intended to protect, and, when M Co. and S Co.
entered into the mortgage agreement, the plaintiff had not yet recorded
a lis pendens on the land records and, therefore, had no recorded title
interest in the property; moreover, there was no merit to the plaintiff’s
claim that, because the text of § 34-130 is silent as to who may bring
an action under that statute, it confers standing on creditors of parties
that enter into contracts with or on behalf of a limited liability company,
as the effect of such a rule would expose future lenders to any and all
such claims by any creditors of any party that enters into a contract
with a limited liability company, thereby contradicting the apparent
intent of the legislature in enacting the Connecticut Limited Liability
Company Act, which was to give maximum effect to the enforceability
of limited liability company agreements.
2. The trial court’s findings that L’s transfers of the Ridgefield property to
S Co. and the Greenwich property to X Co. were fraudulent under §§ 52-
552e and 52-552f were not clearly erroneous: multiple factors set forth
in § 52-552e (b) supported the trial court’s finding with respect to the
Ridgefield property, including that L was an insider with respect to S
Co., as S Co. was owned directly and indirectly by L and his wife and
L made all of the decisions for S Co., that, through this insider relation-
ship, L used the Ridgefield property as security for multiple loans, some
of which were obtained by L in an individual capacity and paid off by
loans acquired in a representative capacity, that there was a recording
delay with respect to L’s transfer of the Ridgefield property back to S
Co., which allowed L to obtain a second mortgage without ever holding
the transfer proceeds in his name, that there was no more than nominal
consideration for the transfer, and that there was no indication of any
benefit to S Co. for allowing L, through this and related transfers, to
extract equity from S Co.’s sole asset; moreover, with respect to the
Greenwich property, this court determined that the property constituted
L’s asset for purposes of CUFTA, as the record supported the trial court’s
finding that L acquired that property with purchase money provided
through a series of transfers originating from L’s personal bank account,
there was evidence that X Co., an entity owned solely by L’s wife, paid
nothing more than nominal consideration for the property and that
neither party paid a conveyance tax on the transfer, it appeared from
the record that L’s debts exceeded his identified assets, based on the
amount of the New York judgment, which had increased significantly
by the time of the transfer, and there was no apparent reason for the
transfer to X Co., other than the avoidance of creditors such as the
plaintiff.
3. This court recognized the doctrine of outsider reverse corporate veil
piercing, and the trial court’s application of the doctrine in the present
case was not clearly erroneous:
a. This court, having recognized the doctrine of outsider reverse corpo-
rate veil piercing, set forth a three part test for its proper application,
pursuant to which, first, the outsider must prove that, under the instru-
mentality or identity rule, as set forth in traditional veil piercing cases,
the corporate entity has been so controlled and dominated that justice
requires liability to be imposed or that there was such a unity of interest
and ownership that the independence of the corporation had in effect
ceased to exist, second, the trial court must consider the impact of
reverse piercing on innocent shareholders and creditors, and, third, the
trial court must consider whether adequate remedies at law are available.
b. The trial court’s determination to apply the doctrine of reverse corpo-
rate veil piercing to S Co., X Co., R Co. and G Co. was not clearly
erroneous: testimonial and documentary evidence admitted at trial dem-
onstrated that L exercised control and dominance over S Co., X Co., R
Co. and G Co. to perpetuate a fraud or wrong and that such wrong
proximately caused the plaintiff’s loss, as that evidence revealed, inter
alia, that L fraudulently transferred the Ridgefield and Greenwich proper-
ties to S Co. and X Co., respectively, for the purpose of avoiding creditors,
the property transfers rendered the plaintiff unable to attach L’s assets
in order to satisfy the debt owed to him, none of the four entities had
any cognizable capital or sources of income other that from the transfers
or from L’s personal accounts, any inter-entity transactions made in
conjunction with the transfers had no identified or identifiable business
purpose and were subject to L’s discretion, S Co. allowed L to maintain
the family residence on its property without a lease, X Co. and R Co.
were used to provide funds to L and his family members, there existed
consistent ownership of the four entities by L’s family members, L served
as the decision maker for those entities, and most of the entities used
the address of the Ridgefield property, where L and his family resided,
as their business addresses; moreover, there was no impact to innocent
investors or creditors, as none of the nonculpable creditors or equity
holders would have been prejudiced by the application of reverse pierc-
ing, and there were no adequate remedies at law, as the constant move-
ment of money and the multiplicity of entities left the court unable to
calculate monetary damages.
c. The trial court’s decision not to apply the doctrine of reverse corporate
veil piercing to the S entities was not clearly erroneous, because,
although the S entities received from X Co. proceeds from the sale of
the Greenwich property, they were not alter egos of L, as they were
engaged in a legitimate business, and the granting of such relief would
affect nonculpable investors, who would be prejudiced if the plaintiff
were permitted to attach assets in which they have an interest; moreover,
the trial court correctly determined that the plaintiff had abandoned his
claim of reverse piercing with respect to W Co.
(One justice concurring separately)
Argued November 15, 2018—officially released July 23, 2019
Procedural History
Action seeking, inter alia, to enforce a foreign judg-
ment, brought to the Superior Court in the judicial dis-
trict of Stamford-Norwalk, where the case was with-
drawn as to the defendant The Savings Bank of Danbury
et al.; thereafter, Manufacturers and Traders Trust Com-
pany was substituted as a defendant; subsequently, the
case was transferred to the Complex Litigation Docket
and tried to the court, Povodator, J.; judgment for the
defendant Manufacturers and Traders Trust Company
et al., and judgment in part for the plaintiff as against
the named defendant et al., from which the plaintiff and
the named defendant et al. filed separate appeals with
the Appellate Court; subsequently, the appeals were
consolidated and transferred to this court. Affirmed.
James R. Fogarty, for the appellant in Docket No. SC
20013 and appellee in Docket No. SC 20014 (plaintiff).
Gary S. Klein, with whom was Todd R. Michaelis,
for the appellees in Docket No. SC 20013 and appellants
in Docket No. SC 20014 (named defendant et al.).
David K. Fiveson, pro hac vice, with whom was Ger-
ald L. Garlick, for the appellee in Docket Nos. SC 20013
and SC 20014 (defendant Manufacturers and Traders
Trust Company).
Opinion
KAHN, J. These consolidated appeals require us to
consider three main issues: (1) whether a plaintiff who
is neither a party to a mortgage nor an intended ben-
eficiary thereof has standing to challenge the enforce-
ability of that mortgage under the Connecticut Limited
Liability Company Act, General Statutes (Rev. to 2017)
§ 34-130;1 (2) whether specified transfers between an
owner of property and the limited liability companies of
which he is either an officer or equity holder constitute
fraudulent transfers under the Connecticut Uniform
Fraudulent Transfer Act (CUFTA), General Statutes
§§ 52-552e (a) (1) and (2) and 52-552f; and (3) whether
this court recognizes the doctrine of reverse piercing
of the corporate veil and, if so, whether the trial court
properly applied the doctrine to the facts in the present
case. The plaintiff, Robert J. McKay, and the defendants
Stuart L. Longman and various entities related to him—
Sapphire Development, LLC (Sapphire); Lurie Invest-
ments, LLC (Lurie); R.I.P.P. Corp. (R.I.P.P.); 2 Great
Pasture Road Associates, LLC (Great Pasture); W.W.
Land Company, LLC (W.W. Land); Solaire Development,
LLC; Solaire Management, LLC; and Solaire Funding,
Inc. (collectively, corporate defendants)—filed separate
appeals,2 following a bench trial, from the trial court’s
judgment.
The present case arises from the plaintiff’s efforts to
enforce a foreign judgment. The trial court found the
following facts. In July, 1996, after a falling out between
the plaintiff and Longman, who were once business
partners, the plaintiff obtained a judgment in New York
against Longman in the amount of $3,964,046.86 on the
basis of the New York trial court’s finding that Long-
man’s actions constituted affirmative fraud against the
plaintiff and that Longman’s conduct was gross, wanton
and wilful (New York judgment).3 The plaintiff promptly
filed a certified copy of the New York judgment in
Connecticut. The plaintiff’s efforts over the years to
collect on the New York judgment have been unsuccess-
ful, including his attempts to attach Longman’s assets,
which, over time, were in the form of two Connecticut
properties: real property located in Ridgefield, which
was the location of Longman’s family residence (Ridge-
field Property), and real property located in Greenwich
(Greenwich Property).
Throughout the relevant time period, Longman trans-
ferred ownership of the Ridgefield and Greenwich Prop-
erties between himself and his various entities. Included
among these land transfers are three contested trans-
actions that ‘‘[set] the stage for . . . the predomi-
nant issues [on appeal].’’ Those three transactions, the
additional details of which we set forth as necessary,
occurred on the following dates and between the follow-
ing parties. First, in October, 2007, Sapphire, a real
estate development business owned partly by Longman
that held record title to the Ridgefield Property dur-
ing that time, obtained a loan from the defendant Man-
ufacturers and Traders Trust Company (M&T Bank)4
secured by a mortgage against the Ridgefield Property.
Second, in November, 2007, after Sapphire obtained
the M&T mortgage and transferred title to the Ridge-
field Property to Longman, Longman obtained a loan
from J.P. Morgan Chase Bank, N.A. (Chase Bank), also
secured by a mortgage against the Ridgefield Property
(Chase Bank mortgage), and transferred title to that
property back to Sapphire. Finally, in February, 2010,
Longman individually acquired the Greenwich Property
and transferred title of that property to Lurie, another
real estate development business owned partly by him,
allowing Lurie to sell the property to a bona fide pur-
chaser several weeks later. Each of these contested
transactions occurred and was recorded ‘‘prior to any
filing of a lis pendens or judgment lien by the plain-
tiff . . . .’’
After learning of these and other transactions entered
into by either Longman or the entities he purportedly
controlled, in October, 2010, the plaintiff filed an eight
count complaint against Longman and twenty entities
affiliated with him, M&T Bank, and The Savings Bank
of Danbury. See footnote 2 of this opinion. The action
by the plaintiff included, inter alia,5 three main claims
that are before us on appeal. First, the plaintiff alleged
that various land transfers from Longman to entities
he controlled—including his November, 2007 transfer
of the Ridgefield Property to Sapphire and his Febru-
ary, 2010 transfer of the Greenwich Property to Lurie—
violated §§ 52-552e (a) (1) and (2) and 52-552f of
CUFTA, and requested that the trial court impose con-
structive trusts on the Ridgefield Property and the pro-
ceeds from the sale of the Greenwich Property. Second,
the plaintiff alleged that the M&T mortgage was unen-
forceable under § 34-130 and requested that the trial
court declare it void in order to render the Ridgefield
Property ‘‘unencumbered’’ by that mortgage when the
plaintiff enforced the New York judgment against Long-
man and the corporate defendants. Third, the plaintiff
alleged that the corporate defendants constituted alter
egos of Longman and requested that the trial court
apply reverse veil piercing to the corporate defendants
‘‘to the extent necessary to satisfy the [New York] judg-
ment.’’
After an eight day bench trial, the trial court rendered
judgment relevant to the issues on appeal in the follow-
ing manner. The trial court rendered judgment as to
counts one, three, and four in favor of M&T Bank, hold-
ing, inter alia, that the plaintiff lacked standing to chal-
lenge the M&T mortgage. The trial court rendered
judgment as to counts three through eight in favor of
the plaintiff as against Longman, Sapphire, Lurie,
R.I.P.P., and Great Pasture. As against W.W. Land and
Solaire Development, LLC, Solaire Management, LLC,
and Solaire Funding, Inc. (Solaire entities), however,
the trial court rendered judgment as to counts seven
and eight in their favor. These consolidated appeals
followed.
In order to place the parties’ arguments on appeal in
the proper context, we begin by outlining the trial
court’s decision. First, the trial court rendered judgment
in favor of the plaintiff as to counts three and four of
his substituted complaint in the form of a declaratory
judgment avoiding and setting aside the fraudulent
transfer of the Ridgefield Property by Longman to Sap-
phire. Second, the court imposed a constructive trust
on the Ridgefield Property, subjecting it to all postjudg-
ment remedies that may be applicable. Third, the trial
court rendered judgment in favor of the plaintiff as to
counts five and six of his substituted complaint in the
form of a declaratory judgment avoiding and setting
aside the fraudulent transfer of the Greenwich Property
by Longman to Lurie. Fourth, the trial court imposed
a constructive trust on all moneys received from or
other items of value acquired through the transfer of
the Greenwich Property. Fifth, in addition to this con-
structive trust, the trial court entered an award of
$250,000 in damages in favor of the plaintiff and against
Lurie. Sixth, the trial court rendered judgment in favor
of the plaintiff as to counts seven and eight of his substi-
tuted complaint in the form of a judgment declaring
that Sapphire, Lurie, R.I.P.P., and Great Pasture are
alter egos of Longman, and, as such, ‘‘their separate
corporate existence shall be disregarded for purposes
of satisfying the debt of . . . Longman to the plaintiff,’’
and enjoined those defendants from disposing of any
assets prior to the satisfaction of the plaintiff’s foreign
judgment. Seventh, the trial court rendered judgment
in favor of M&T Bank as to all the claims asserted
against it, including the plaintiff’s claim under counts
one, three, and four that a mortgage on the Ridgefield
Property between M&T Bank and Sapphire (M&T mort-
gage) should be declared void. Eighth, the trial court
rendered judgment in favor of the Solaire entities and
W.W. Land as to all counts asserted against them.6
The plaintiff appeals from the trial court’s judgment
in favor of M&T Bank as to its claim under counts
one, three, and four that the M&T mortgage should be
declared void. The plaintiff claims that the trial court
incorrectly determined that he lacked standing to chal-
lenge the enforceability of that mortgage under § 34-
130 (b), (c) and (d), because those subsections are
silent as to who may bring a claim under them. M&T
Bank responds that the trial court properly held that,
as neither a party to nor an intended beneficiary of the
mortgage between it and Sapphire, the plaintiff lacked
standing to challenge it.7
Longman and the corporate defendants appeal from
the trial court’s judgment as to counts three through six
whereby that court rendered two declaratory judgments
avoiding and setting aside two specified transfers—one
between Longman and Sapphire and the other between
Longman and Lurie—under §§ 52-552e (a) (1) and (2)
and 52-552f of CUFTA, and imposed constructive trusts
on the Ridgefield Property and the proceeds from or
other items acquired through the sale of the Greenwich
Property. Those defendants claim that, with respect to
both transfers at issue, Longman did not transfer an
‘‘asset,’’ which is required in order to find that a transfer
is fraudulent under CUFTA. In response, the plaintiff
claims that Longman and the corporate defendants mis-
construe the facts and case law applicable to the ques-
tion of whether the transfers were fraudulent and asks
this court to uphold the trial court’s determination.
Additionally, Longman and the corporate defendants
appeal from the trial court’s judgment as to counts
seven and eight whereby that court rendered a judg-
ment declaring that Sapphire, Lurie, R.I.P.P., and Great
Pasture constitute alter egos of Longman and, as such,
applied the doctrine of reverse piercing of the corporate
veil to reach their assets to satisfy the plaintiff’s for-
eign judgment. Those defendants claim that the reverse
piercing doctrine conflicts with Connecticut law and
that, in the alternative, the evidence in the present case
does not support the application of reverse piercing.
The plaintiff responds that this court should recognize
reverse veil piercing as a viable remedy and conclude
that the trial court properly applied the doctrine in the
present case with respect to Sapphire, Lurie, R.I.P.P.,
and Great Pasture.
The plaintiff appeals separately, however, from the
trial court’s judgment as to counts seven and eight ren-
dered in favor of the Solaire entities and W.W. Land
with respect to that court’s refusal to declare those
entities alter egos of Longman. The plaintiff claims that
the trial court’s findings supported reverse piercing as
to those entities. Longman and the corporate defen-
dants respond that, if this court were to adopt reverse
veil piercing, the trial court properly declined to apply
it with respect to these four entities, because these
entities are engaged in legitimate businesses and the
application of reverse piercing would affect nonculpa-
ble parties who have an interest in those companies.
We affirm the judgment of the trial court.
I
STANDING
Because the question of standing implicates subject
matter jurisdiction, we first consider the plaintiff’s
claim that the trial court improperly held that he lacked
standing to bring an action under § 34-130,8 challenging
the sufficiency of Longman’s authority, as a member of
Sapphire, to bind the company to the mortgage agree-
ment between it and M&T Bank. The plaintiff challenges
the trial court’s determination that he lacked standing
to challenge the M&T mortgage, because, although he
was a stranger to the transaction, he claims that the
trial court did not analyze whether he lacked standing
specifically under § 34-130, a statute that he claims was
intended by the legislature to authorize third parties
like him to bring claims. The threshold issue we must
address, therefore, is whether the plaintiff is an individ-
ual who can challenge an alleged failure by Longman to
comply with the requirements of § 34-130 when entering
into a contract, when the plaintiff is neither a party
to nor an intended beneficiary of that contract. We
conclude that the trial court correctly determined that
the plaintiff lacked standing to challenge the M&T mort-
gage.9
The record reveals the following additional facts that
are relevant to our resolution of this claim. In October,
2007, Sapphire entered into a loan agreement with
M&T Bank, secured by the $2.5 million M&T mortgage
on the Ridgefield Property. Longman, acting as one of
Sapphire’s members,10 executed the mortgage docu-
ments. At the time he executed those documents, how-
ever, Longman owned only a 5 percent interest in Sap-
phire, with the remaining 95 percent interest owned
almost exclusively by his wife, Gayla Longman (Gayla).
Longman did not request Gayla’s approval before exe-
cuting the M&T mortgage.
Among its provisions, Sapphire’s operating agree-
ment vested in the operating manager the authority to
manage the company, ‘‘[e]xcept for actions requiring
the approval of the [m]embers pursuant to the provi-
sions of the [Connecticut Limited Liability Company]
Act, the [a]rticles [of organization], or this [operating]
[a]greement . . . .’’ Under the same section, the
operating agreement noted that the operating manager
‘‘shall not have the authority’’ to mortgage any property
of Sapphire without the approval of a supermajority of
Sapphire’s members, which was defined as ‘‘[m]embers
holding an aggregate of . . . 100 [percent] or more of
the [p]ercentage [i]nterests held by all [m]embers.’’11
At trial, M&T Bank introduced into evidence Sap-
phire’s 2008 statement of annual resolutions, which was
signed by Gayla on January 27, 2008, a few months after
Sapphire entered into the M&T mortgage, and contained
a provision resolving ‘‘that all prior acts of the officers
. . . including but not limited to entering into agree-
ment[s] and executing documents prior to the adop-
tion of said resolutions . . . are hereby ratified.’’ Gayla
testified at trial that, upon signing the document, she
intended to ratify all the acts taken by Longman on
behalf of Sapphire prior to January, 2008.
The plaintiff asked the trial court to declare the M&T
mortgage unenforceable under § 34-130, because Sap-
phire’s operating agreement did not authorize Long-
man, a 5 percent shareholder, to obtain a mortgage from
M&T Bank without approval from Gayla, and because
M&T Bank had failed to confirm whether the mortgage
to Sapphire had been approved according to the terms
of that operating agreement. Although, ultimately, M&T
Bank argued that Gayla ratified Longman’s actions, it
first claimed that the trial court lacked subject matter
jurisdiction over the plaintiff’s claim, because the plain-
tiff, who was neither a party to nor a third party benefi-
ciary of the mortgage, lacked standing to challenge its
enforceability.
The trial court determined that, ‘‘[a]bsent a viable
claim that the mortgage transaction was a fraudulent
transfer . . . the plaintiff [lacked standing] to chal-
lenge the sufficiency of the ratification process.’’ The
court reasoned that ‘‘the plaintiff . . . provided no
authority that a third-party stranger to a transaction
has the right to challenge the ratification of the transac-
tion . . . when the actual parties have done everything
possible to show consent and have engaged in substan-
tial performance.’’
On appeal, we begin with the general principles gov-
erning standing to assert a claim. ‘‘If a party is found
to lack standing, the court is without subject matter
jurisdiction to determine the cause. . . . A determina-
tion regarding a trial court’s subject matter jurisdiction
is a question of law. When . . . the trial court draws
conclusions of law, our review is plenary and we must
decide whether its conclusions are legally and logically
correct and find support in the facts that appear in the
record. . . .
‘‘Standing is not a technical rule intended to keep
aggrieved parties out of court; nor is it a test of substan-
tive rights. Rather it is a practical concept designed to
ensure that courts and parties are not vexed by suits
brought to vindicate nonjusticiable interests and that
judicial decisions [that] may affect the rights of others
are forged in hot controversy, with each view fairly and
vigorously represented. . . . These two objectives are
ordinarily held to have been met when a complainant
makes a colorable claim of direct injury he has suffered
or is likely to suffer, in an individual or representative
capacity. Such a personal stake in the outcome of the
controversy . . . provides the requisite assurance of
concrete adverseness and diligent advocacy. . . . The
requirement of directness between the injuries claimed
by the plaintiff and the conduct of the defendant also
is expressed, in our standing jurisprudence, by the focus
on whether the plaintiff is the proper party to assert
the claim at issue. . . .
‘‘Two broad yet distinct categories of aggrievement
exist, classical and statutory. . . . Classical aggrieve-
ment requires a two part showing. First, a party must
demonstrate a specific, personal and legal interest in
the subject matter of the [controversy], as opposed to
a general interest that all members of the community
share. . . . Second, the party must also show that the
[alleged conduct] has specially and injuriously affected
that specific personal or legal interest. . . . Statutory
aggrievement [however] exists by legislative fiat, not
by judicial analysis of the particular facts of the case.
In other words, in cases of statutory aggrievement, par-
ticular legislation grants standing to those who claim
injury to an interest protected by that legislation.’’
(Internal quotation marks omitted.) PNC Bank, N.A. v.
Kelepecz, 289 Conn. 692, 704–705, 960 A.2d 563 (2008).
‘‘In order to determine whether a party has standing
to make a claim under a statute, a court must determine
the interests and the parties that the statute was
designed to protect. . . . Essentially the standing ques-
tion in such cases is whether the . . . statutory provi-
sion on which the claim rests properly can be under-
stood as granting persons in the plaintiff’s position a
right to judicial relief. . . . [Stated differently, the]
plaintiff must be within the zone of interests protected
by the statute.’’ (Citation omitted; internal quotation
marks omitted.) McWeeny v. Hartford, 287 Conn. 56,
65, 946 A.2d 862 (2008).
The issue of whether an individual who was neither
a party to nor an intended third-party beneficiary of
a mortgage between a limited liability company and
a bank falls within the zones of interests protected
by § 34-130 so as to afford him standing to challenge
whether a member of the limited liability company that
executed the mortgage agreement as the company’s
agent possessed sufficient authority to bind the com-
pany through his actions presents a question of statu-
tory interpretation, over which we exercise plenary
review, guided by well established principles regarding
legislative intent. See, e.g., Kasica v. Columbia, 309
Conn. 85, 93, 70 A.3d 1 (2013) (explaining plain meaning
rule under General Statutes § 1-2z and setting forth pro-
cess for ascertaining legislative intent).
On the basis of the plain language of this statute,
only members and managers—who represent either
their own interests as agents or those derivative of the
limited liability company—and the parties with whom
those members or managers contract fall within the
zone of interests protected by § 34-130. We begin by
noting that the statutory language found in § 34-130
(b), (c) and (d) governs the agency powers of mem-
bers and managers to execute legal instruments in dif-
ferent contexts, including ordinary business transac-
tions, extraordinary business transactions, transactions
entered into under a member-managed limited liability
company, and transactions entered into under a man-
ager-managed limited liability company. A limited liabil-
ity company may be ‘‘member-managed’’ or ‘‘manager-
managed.’’ See General Statutes (Rev. to 2017) § 34-140
(a) and (b). By default, the members of a limited liability
company manage the company’s affairs. The members,
however, may, in the articles of organization, vest man-
agement of the business in a manager or managers. See
General Statutes (Rev. to 2017) § 34-140 (a) and (b).
General Statutes (Rev. to 2017) § 34-130 (b), which
addresses situations in which the limited liability com-
pany is manager-managed, provides in relevant part that
a ‘‘manager . . . execut[ing] . . . any instrument, for
apparently carrying on in the usual way the business
or affairs of the . . . company . . . binds the limited
liability company, unless the manager so acting has, in
fact, no authority to act for the . . . company in the
particular matter and the person with whom he is deal-
ing has knowledge of [that] fact . . . .’’ On its face, this
subsection deals with protecting the interests of the
party with whom the agent of a limited liability company
contracts when that party is unaware that the agent
lacks authority and seeks to enforce an agreement made
between it and the agent. See 2 Restatement (Third),
Agency § 6.01, comment (b), p. 4 (2006) (‘‘[a]n agent
has power to make contracts on behalf of the agent’s
principal when the agent acts with actual or apparent
authority’’).
Section 34-130 (c), by contrast, addresses situations
in which a member or manager acts as an agent and
that member or manager ‘‘is not apparently . . . car-
rying on in the usual way the business or affairs of the
. . . company,’’ in which case his actions ‘‘[do] not bind
the . . . company, unless authorized in accordance
with the operating agreement . . . .’’ Subsection (c)
appears to create a protection for the limited liability
company itself, by restricting agents of the limited liabil-
ity company from binding the limited liability company
to extraordinary dealings, unless previously agreed on
in the operating agreement.
Finally, § 34-130 (d), which also governs actions by
the managers and members as agents of the limited
liability company, provides that ‘‘[a]n act of a manager
or member in contravention of a restriction on authority
shall not bind the limited liability company to per-
sons having knowledge of that restriction.’’ (Emphasis
added.) Unlike subsections (b) and (c), which protect
the contracting parties when the agent does not have
actual authority to act on behalf of the limited liability
company, § 34-130 (d) addresses situations in which
the agent has apparent authority to act on behalf of the
limited liability company. On the one hand, this sub-
section protects the unknowing party with whom the
agent contracts, as it prevents the limited liability com-
pany from subsequently avoiding liability by alleging
that the agent lacked authority to enter into the agree-
ment. On the other hand, it also protects the limited
liability company from being bound to transactions in
which the party with whom the agent is contracting
knows of a restriction on the agent’s authority to enter
into an agreement on behalf of its principal. See 3 Am.
Jur. 2d 516, Agency § 74 (2013) (‘‘[t]he doctrine . . .
may not be invoked by one who knows or has good
reason to know the limits and extent of an agent’s
authority’’).
We conclude that the plaintiff in the present case,
who was neither a party to the M&T mortgage nor a
third-party beneficiary of it, does not fall within the
zone of interests that § 34-130 was meant to protect.12
The plaintiff does not claim that he was either a member
or manager of Sapphire; nor does he claim that he was
a party to the mortgage agreement. Additionally, the
plaintiff failed to establish that he was an intended
third-party beneficiary of the mortgage. At the time Sap-
phire and M&T Bank entered into the mortgage agree-
ment, the plaintiff had not yet recorded a lis pendens
on the land records and, therefore, had no recorded
title interest in the property.13
The plaintiff asks this court, however, to interpret
the statute’s silence as to who may bring an action under
§ 34-130 as an indication of the legislature’s affirmative
intent to allow persons other than members or manag-
ers of the limited liability company or the party with
whom its agent contracts to bring a claim challenging
the enforceability of an agreement between those two
parties. That interpretation is inconsistent with the gen-
eral contract principle, articulated by this court, that
‘‘one who [is] neither a party to a contract nor a contem-
plated beneficiary thereof cannot sue to enforce the
promises of the contract . . . .’’14 (Internal quotation
marks omitted.) Tomlinson v. Board of Education, 226
Conn. 704, 718, 629 A.2d 333 (1993). We observe that
other courts have applied this proposition in the context
of mortgages. See, e.g., In re Espanol, 509 B.R. 422, 429
(Bankr. D. Conn. 2014) (citing Tomlinson and holding
that ‘‘[o]nly a party to the contract or intended [third-
party] beneficiary has standing to challenge or seek
to enforce the terms of [a] mortgage’’); Crimmino v.
Household Realty Corp., 104 Conn. App. 392, 393, 395–
96, 933 A.2d 1226 (2007) (citing Tomlinson and holding
that plaintiff lacked standing to request that judgment
of strict foreclosure on residence in which he lived be
set aside because he was not party to mortgage on
which bank foreclosed and he had no recorded interest
in subject property after transferring it to his children
to ‘‘insulate the property from [his] creditors’’), cert.
denied, 285 Conn. 912, 943 A.2d 470 (2008).
Additionally, to the extent that the plaintiff claims
that, because the statute is silent, it confers standing
on creditors of parties that enter into contracts with
or on behalf of a limited liability company, his claim
lacks merit because such a reading of § 34-130 would
expose future lenders to any and all claims by any
creditors of any party that enters into a contract with
or on behalf of a limited liability company. The effect
of such a rule would contradict the apparent intent
of the legislature in enacting the Connecticut Limited
Liability Company Act, General Statutes (Rev. to 2017)
§ 34-100 et seq., which was to ‘‘give maximum effect
to the principle of freedom of contract and to [the]
enforceability of limited liability company agreements.’’
General Statutes (Rev. to 2017) § 34-242 (a). Because
we conclude that the trial court correctly determined
that the plaintiff lacked standing to challenge the M&T
mortgage, we do not reach the issue of whether the
circumstances of this case would render the mortgage
void or voidable.
II
FRAUDULENT TRANSFERS UNDER CUFTA
We next address whether the trial court incorrectly
determined that, under §§ 52-552e and 52-552f, Long-
man fraudulently transferred title to the Ridgefield
Property to Sapphire in December, 2007, and title to
the Greenwich Property to Lurie in February, 2010.
Longman and the corporate defendants claim that, with
respect to both transactions, Longman did not transfer
an ‘‘asset’’ under CUFTA. The plaintiff responds that
Longman and the corporate defendants misconstrue
the facts and case law applicable to his CUFTA claims.
We conclude that the trial court’s findings that these
two transfers by Longman were fraudulent under §§ 52-
552e15 and 52-552f16 were not clearly erroneous.
We begin with the legal principles guiding our review
of these claims. ‘‘A party alleging a fraudulent transfer
or conveyance under the common law bears the burden
of proving either: (1) that the conveyance was made
without substantial consideration and rendered the
transferor unable to meet his obligations or (2) that the
conveyance was made with a fraudulent intent in which
the grantee participated. . . . The party seeking to set
aside a fraudulent conveyance need not satisfy both of
these tests. . . . These are also elements of an action
brought pursuant to §§ 52-552e (a) and 52-552f (a).
Indeed, although the statute provides a broader range
of remedies than the common law . . . [CUFTA] is
largely an adoption and clarification of the standards
of the common law of [fraudulent conveyances] . . . .
‘‘The determination of whether a fraudulent transfer
took place is a question of fact and it is axiomatic that
[t]he trial court’s [factual] findings are binding upon
this court unless they are clearly erroneous in light of
the evidence and the pleadings in the record as a whole.
. . . We cannot retry the facts or pass on the credibility
of the witnesses. . . . A finding of fact is clearly errone-
ous when there is no evidence in the record to support
it . . . or when although there is evidence to support
it, the reviewing court on the entire evidence is left
with the definite and firm conviction that a mistake has
been committed. The elements of fraudulent convey-
ance, including whether the defendants acted with
fraudulent intent, must be proven by clear, precise and
unequivocal evidence.’’ (Citations omitted; footnote
omitted; internal quotation marks omitted.) Certain
Underwriters at Lloyd’s, London v. Cooperman, 289
Conn. 383, 394–95, 957 A.2d 836 (2008). With these prin-
ciples in mind, we turn to the plaintiff’s claims.
A
We first address the contention by Longman and the
corporate defendants that the trial court improperly
held that Longman’s December 4, 2007 transfer of
the Ridgefield Property back to Sapphire for nominal
consideration constituted a fraudulent transfer under
§§ 52-552e (a) (1) and (2) and 52-552f. With respect to
this transfer, Longman and the corporate defend-
ants specifically claim that the transfers were intended
only to satisfy Chase Bank’s lending requirements, that
Longman was merely ‘‘the facilitator for Sapphire that
allowed Sapphire to effectuate [obtainment of the
loan],’’ and, therefore, that Longman’s temporary title
to the property for this purpose did not render it his
asset. The plaintiff responds that the timing of the trans-
fers surrounding the Chase Bank mortgage indicates
the fraudulent intent behind this transaction and that
the timing of this particular transfer shielded the mort-
gage from the plaintiff. We conclude that the trial court’s
determination that the December 4, 2007 transfer was
fraudulent is not clearly erroneous.
Because we agree with the trial court that reviewing
the history of the transactions involving the Ridgefield
Property is helpful in a context such as this one, in
which ‘‘[t]he number of days that title to the property
was in . . . Longman’s name [since 1995] could be
. . . measured in days out of a multiyear period of
time,’’ we observe that the following additional facts
found in the record are relevant to our resolution of
the plaintiff’s fraudulent transfer claims with respect
to the Ridgefield Property. In 1985, Longman purchased
the Ridgefield Property, and, since 1987, he and his
family lived in the residence located there. In 1995,
while the New York action was pending against Long-
man, Longman executed a quitclaim deed conveying
the Ridgefield Property to Gayla. Gayla provided no
consideration for this transfer.
At approximately the same time as the New York
judgment was rendered, the Ridgefield Property went
into strict foreclosure, and a deficiency judgment was
rendered in favor of Webster Bank, which entered into
a settlement agreement in 1997 with Longman while the
case was on appeal. Thereafter, the Ridgefield Property
was transferred by Webster Bank in two portions: one
portion to Longman’s friend, David A. Thomas, and the
second portion to R.I.P.P., a corporation created by
Longman, of which Gayla was its sole shareholder and
Longman its only director. Thomas transferred title to
his portion of the property to R.I.P.P. in return for a
mortgage. In 2001, Thomas filed an action to foreclose
his mortgage from R.I.P.P., before assigning his interest
in the mortgage to Highland Connecticut Investment,
LLC (Highland), of which Longman had a 5 percent
ownership stake and of which Emerald Investments,
L.L.C. (Emerald) had a 95 percent ownership stake. At
that time, The Stuart Longman Family Trust had a 90
percent ownership stake in Emerald, and Longman and
Gayla each had a 5 percent ownership stake in Emerald.
After this transfer, a judgment of strict foreclosure was
rendered on behalf of Highland.
In January, 2002, Highland, acting through Longman,
transferred title to the Ridgefield Property17 to Longman
individually. ‘‘[O]n the same day’’ that Longman exe-
cuted the deed that transferred the Ridgefield Property
from Highland to him, he individually executed an
‘‘open-end mortgage from . . . Washington Mutual
Bank, FA . . . .’’ He recorded both the mortgage and
the deed six days later. Longman admitted at trial that
‘‘the reason for the quitclaim deed . . . [was] obviously
to effect this financing.’’ The original principal amount
of this mortgage was $1,920,000. On February 7, 2002,
Longman recorded a quitclaim deed conveying the
Ridgefield Property back to Highland.
On July 27, 2007, Longman recorded a merger, exe-
cuted on November 21, 2006, of Highland into Sapphire,
then owned 95 percent by Emerald and 5 percent by
Longman. Thereafter, on August 28, 2007,18 Sapphire
—the remaining entity postmerger—quitclaimed the
Ridgefield Property to Longman, as trustee of The Stu-
art Longman Family Trust. This conveyance was made
‘‘in connection with’’ a second Washington Mutual mort-
gage on the Ridgefield Property that Longman executed
as trustee of The Stuart Longman Family Trust.19 The
second mortgage, which was obtained on August 27,
2007,20 in the amount of $2,800,000, was used in part to
pay off the first Washington Mutual mortgage made to
Longman individually.
On August 28, 2007, the day after he obtained the
second Washington Mutual mortgage, Longman applied
for the M&T mortgage loan.21 On August 31, 2007, Long-
man, as trustee for The Stuart Longman Family Trust,
quitclaimed the property back to Sapphire. The M&T
mortgage was closed on October 26, 2007, and the
proceeds were disbursed to Sapphire on October 31,
2007. Certain proceeds from the M&T mortgage, in
the amount of $2,294,596.24, were paid to Washington
Mutual for the satisfaction of the second mortgage,
given to The Stuart Longman Family Trust. There was
a net balance of $199,921.55 remaining from the M&T
mortgage proceeds, which was disbursed to Longman,
and Longman testified that he does not know where
that money went or how he spent it.
On the same dates that the M&T mortgage was closed
and the proceeds were disbursed, Sapphire executed
and recorded a quitclaim deed to the Ridgefield Prop-
erty back to Longman, subject to the M&T mortgage,
in order ‘‘to facilitate the closing of a financing with
Chase Bank for [an additional] mortgage loan [secured
by the Ridgefield Property] in the amount of . . .
$500,000’’ to Longman individually. Longman executed
the Chase Bank mortgage on November 20, 2007. Four
days before the execution of that mortgage loan, how-
ever, Longman transferred his title to the Ridgefield
Property to Sapphire for $1 ‘‘and other valuable consid-
eration.’’ The record indicates that no other consider-
ation was provided.22 Longman did not record the
quitclaim deed for that transfer until December 4, 2007.
Similarly, the Chase Bank mortgage was not recorded
until December 26, 2007, which was more than one
month after Longman executed the loan agreement and
twenty-two days after he quitclaimed the Ridgefield
Property back to Sapphire.
With this background in mind, we turn to the govern-
ing law. As we have indicated, the plaintiff’s claims
of fraudulent transfer fall under §§ 52-552e and 52-552f
of CUFTA. See footnotes 15 and 16 of this opinion.
Consequently, the trial court considered the plaintiff’s
claims under each of these statutes and concluded that
Longman’s December 4, 2007 transfer of the Ridge-
field Property back to Sapphire before recording the
$500,000 Chase Bank mortgage that he obtained
through a previous transfer of the property to him for
that purpose ‘‘facially and substantively satisf[ies]’’ § 52-
552e (a) (1) and (2), as ‘‘the prompt transfer back to
Sapphire likely . . . was intended to shield the prop-
erty from any creditors . . . .’’
The trial court first considered the plaintiff’s fraudu-
lent transfer claims regarding the Ridgefield Property
under § 52-552e (a) (1). With respect to finding ‘‘actual
intent’’ as set forth in § 52-552e (a) (1), we have stated
that, because fraudulent intent is ‘‘almost always . . .
proven by circumstantial evidence,’’ courts may con-
sider numerous factors in determining whether a trans-
fer was made with ‘‘actual intent’’ to defraud. Canty v.
Otto, 304 Conn. 546, 564, 41 A.3d 280 (2012). In its
memorandum of decision, the trial court relied on vari-
ous factors set forth in § 52-552e (b) to support its
finding of fraudulent intent: ‘‘Longman appears to have
been an ‘insider’ with respect to Sapphire; he retained
control of the property in a functional sense . . . there
is a history of substantial delays in recording trans-
actions; a multimillion dollar judgment had entered
against [Longman] a decade earlier; at the time of the
transfer back to Sapphire, the property was or appeared
to be the overwhelming majority of assets (by value)
then identifiable as owned by Longman; there was no
consideration stated or paid for the transaction; [and]
he appears to have been rendered insolvent by the trans-
fer, to the extent that the outstanding judgments appear
to have exceeded all of his identified assets.’’23 (Foot-
notes omitted.) In its analysis of § 52-552 (a) (2), the
trial court noted both ‘‘the absence of any consideration
for the transfer[s]’’ and the fact that the transfer of the
Ridgefield Property back to Sapphire ‘‘rendered [Long-
man] insolvent,’’ with ‘‘no indication as to an even theo-
retical ability . . . to pay debts’’ he then owed.
We conclude that these findings are not clearly erro-
neous. The record revealed, among other facts detailed
by the trial court, that Longman was an insider, as Sap-
phire was owned directly and indirectly by him and
Gayla, and he made all of the decisions for the company.
See, e.g., Zapolsky v. Sacks, 191 Conn. 194, 200–201, 464
A.2d 30 (1983) (close relationship between defendants
supported finding of fraudulent intent). The record
revealed that, through this close relationship, various
transfers enabled Longman to use the Ridgefield Prop-
erty as security for multiple loans, some of which were
obtained by Longman in an individual capacity and
paid off by loans acquired in a representative role; a
recording delay with respect to both Longman’s transfer
of the Ridgefield Property back to Sapphire and the
Chase Bank mortgage allowed Longman to obtain that
mortgage without ever holding the proceeds under his
name; there was a lack of consideration; and there was
no indication of any benefit to Sapphire for allowing
Longman, through these transfers, to extract equity
from its sole asset.
We also reject Longman’s argument that the trial
court incorrectly determined that Longman’s trans-
fer of the Ridgefield Property to Sapphire in October,
2007, constituted a fraudulent transfer because he was
merely the facilitator of the loan for Sapphire. As we
have explained, there is no evidence in the record that
Sapphire, a purportedly independent real estate entity
whose only asset was the Ridgefield Property, did or
would benefit from Longman’s obtaining an individual
home equity loan secured by the property less than one
month after Sapphire itself obtained the proceeds from
the M&T mortgage.24 We observe that, from the circum-
stances surrounding Longman’s application for and
recording of the Chase Bank mortgage, coupled with
the history of multiple transfers, the trial court correctly
found fraudulent intent. See, e.g., National Council on
Compensation Ins., Inc. v. Caro & Graifman, P.C., 259
F. Supp. 2d 172, 179 (D. Conn. 2003) (under Connecticut
law, ‘‘[a]ctual fraudulent intent may be inferred from
the circumstances surrounding the transaction’’).
The trial court next considered the plaintiff’s fraudu-
lent transfer claims under § 52-552f. See footnote 16 of
this opinion. The trial court held that ‘‘the transactions
whereby Sapphire transferred the property to [Long-
man], [Longman] then obtained a loan secured by the
Ridgefield Property, and then transferred the property
back to Sapphire subject to that mortgage, facially and
substantively satisfy this statute.’’ The court reasoned
that ‘‘there was no consideration whatsoever for the
transfer back to Sapphire, much less ‘reasonably equiva-
lent value’ and [that] the existence of the multimillion
dollar judgment [that had] essentially doubled by the
time of this transaction . . . rendered . . . [Long-
man] insolvent . . . .’’ We conclude that the trial
court’s finding that the transfer at issue was fraudulent
under § 52-552f was not clearly erroneous, as the record
indicates that nothing more than nominal consideration
was provided.
B
We next address the claim by Longman and the corpo-
rate defendants that the trial court improperly found
that the February 12, 2010 transfer of the Greenwich
Property to Lurie constituted a fraudulent transfer
under §§ 52-552e (a) (1) and (2) and 52-552f of CUFTA.
See footnotes 15 and 16 of this opinion. Longman and
the corporate defendants argue that the trial court
improperly found that Longman had provided the pur-
chase money for the equity piece of the property, when
the record indicates—through Longman’s deposition
testimony—that ‘‘Lurie and/or Emerald’’ provided it.
They further argue, therefore, that, because Longman
purportedly purchased the Greenwich Property with
equity received from Lurie—thus, purchasing the prop-
erty on Lurie’s behalf—he never owned the ‘‘asset,’’
and its transfer to Lurie did not constitute a fraudulent
transfer under Connecticut law. The plaintiff responds
that the trial court properly found that the equity to
purchase the Greenwich Property came from Longman,
as the sequence of transfers indicates that, although
the purchase money transferred through Lurie, it origi-
nated in Longman’s personal bank account and was
funneled through the other corporate defendants. We
conclude that the trial court’s determination was not
clearly erroneous.
The record reveals the following additional facts that
are relevant to our resolution of this claim. On February
9, 2010, Longman acquired the Greenwich Property for
$1,049,000 from Thomas, the same friend who, at one
time, acquired an interest in the Ridgefield Property.
Longman financed the purchase with a $600,000 com-
mercial mortgage loan and paid the equity remainder.
The closing statement for this transaction lists the bal-
ance of funds paid by Longman as $515,000.
At trial, the plaintiff introduced records from Long-
man’s personal bank account and the bank accounts
of Solaire Funding, Inc., Lurie, and R.I.P.P. to chronicle
the following series of transactions, which occurred
during the days leading up to the purchase of the Green-
wich Property. On February 3, 2010, Longman trans-
ferred $500,000 from his personal bank account to the
bank account of Solaire Funding, Inc., a corporation
whose operating agreement lists Lurie as its sole mem-
ber and Longman as its sole director. Solaire Funding,
Inc., received the transfer on February 5, 2010, and
three days later, transferred $500,000 to Lurie’s bank
account. Lurie received this transfer on February 8,
2010, and, on the same day, Lurie transferred amounts
that totaled $514,000 to R.I.P.P.’s bank account.
R.I.P.P.’s bank account, in turn, shows receipt of the
Lurie transfers on February 8, 2010, and a check drawn
from its account on that same day in the amount of
$515,000.
On February 9, 2010, Longman executed a commer-
cial mortgage loan to finance the remaining $600,000
of the purchase price of the Greenwich Property, and
Thomas executed the deed to the property that same
day. Three days later, on February 12, 2010, Longman
quitclaimed the property to Lurie, which was 100 per-
cent owned by Gayla, for the stated consideration of
$10. Longman testified that there was no conveyance
tax paid with respect to this transfer. On April 30, 2010,
Lurie sold the Greenwich Property to a bona fide pur-
chaser for $1,850,000. On May 3, 2010, Lurie distributed
the portions of the sale’s proceeds to Longman’s per-
sonal bank account and among the bank accounts of
Solaire Funding, Inc., the Solaire entities, Sapphire,
R.I.P.P., and W.W. Land. Longman testified that he did
not ‘‘have any specific knowledge’’ as to why he made
these transfers on behalf of Lurie.
Longman was asked at trial: ‘‘Who actually paid the
equity piece of [the Greenwich Property]?’’ Longman
responded that he ‘‘[did not] recall the source of the
funds at [that] point, although it appear[ed] that the
funds were drawn from a . . . Vanguard account . . .
[a]nd were deposited into the R.I.P.P. account that [he]
controlled and used for these purposes and was then
in some way transferred to the attorney that closed on
the property.’’ When asked, in a follow-up question,
whether he remembered testifying in his deposition
that the money came from ‘‘Lurie and/or Emerald,’’ and
whether ‘‘that [would] be true,’’ Longman responded,
‘‘if that’s what I said at the time . . . I’m not arguing.’’
The trial court determined that ‘‘the Lurie transaction
. . . falls within the range of statutory and common-
law fraudulent transactions,’’ noting that ‘‘[t]he fact that
the property was sold to the bona fide purchaser less
than three months after the initial acquisition of the
property by Longman, with the actual title of ownership
by [him] of perhaps a week, fits the pattern of . . .
avoiding ownership in the name of Longman except to
the minimal extent necessary for purposes of obtaining
financing.’’ The trial court reasoned that the New York
judgment debt that Longman owed to the plaintiff had
increased by approximately $1 million dollars by 2010,
Lurie provided ‘‘no consideration’’ for the transfer of the
title to the Greenwich Property, and Longman, through
Lurie, distributed a significant amount of the proceeds
from the sale to entities controlled by Longman and to
Longman’s personal bank account.
We conclude that the trial court’s determination that
the February 12, 2010 transfer from Longman to Lurie
constituted a fraudulent transfer under §§ 52-552e (a)
(1) and (2) and 52-552f was not clearly erroneous, as
the record supports that determination. First, contrary
to the claim by Longman and the corporate defendants
that the Greenwich Property did not constitute an asset
of Longman, the trial court did not clearly err in finding
that Longman ‘‘acquir[ed] the property through pay-
ment of funds from [an] . . . account maintained by
the Longmans, coupled with commercial financing.’’
The record reveals, at the very least, that the purchase
money was provided through a series of transfers origi-
nating from Longman’s personal bank account. Specifi-
cally, the amount of the check drawn on R.I.P.P.’s
account—which occurred on the same day that R.I.P.P.
received a large sum of money compared to the normal
contributions listed in that account—correlated with
the $515,000 listed on the closing statement from the
sale and occurred at the end of a series of transfers
within a short time frame.
Second, because the record supports the trial court’s
finding that Longman purchased the Greenwich Prop-
erty with money from his personal bank account, the
fact that Lurie, an entity owned solely by Longman’s
wife, paid nothing more than nominal consideration
and neither party paid a conveyance tax, further sup-
ports the trial court’s conclusion that the transfer to
Lurie was fraudulent. See, e.g., In re Galaz, 850 F.3d
800, 804–805 (5th Cir. 2017) (lack of ‘‘ ‘reasonably equiv-
alent’ ’’ consideration presented badge of fraud indicat-
ing actual intent); In re Bifani, 580 Fed. Appx. 740, 746
(11th Cir. 2014) (same); Cadle Co. v. Newhouse, 74
Fed. Appx. 152, 153 (2d Cir. 2003) (same). Additionally,
based on the amount of the New York judgment alone, it
appears from the record that Longman’s debts exceeded
his identified assets. Longman also controlled the pro-
ceeds from the sale of the Greenwich Property when he
paid off his credit card balance, and distributed various
amounts to other corporate defendants and his personal
bank account. See In re Kaiser, 722 F.2d 1574, 1583
(2d Cir. 1983) (‘‘[t]he shifting of assets by the debtor
to a corporation wholly controlled by him is [a] badge
of fraud’’). Moreover, looming large over this transac-
tion, as noted by the trial court, was the fact that,
‘‘[w]hile it certainly is understandable that [Longman]
would have wanted to replenish . . . [the] account
from which some of the purchase funds had been
obtained,’’ there was no apparent reason—other than
the avoidance of creditors like the plaintiff—for why
Longman would have first transferred the property to
Lurie, sold it and distributed the proceeds from that
entity.
III
REVERSE PIERCING OF THE CORPORATE VEIL
The final issue we address is whether this court recog-
nizes the doctrine of reverse piercing of the corporate
veil and, if so, whether the trial court properly applied
the doctrine under the facts of the present case. The
principle known as reverse veil piercing is an equitable
remedy by which a court imposes liability on a corpora-
tion for the acts of a corporate insider. Courts have
generally recognized two forms of reverse veil piercing:
insider and outsider. 1 Fletcher Cyclopedia of the Law
of Corporations (Rev. 2018) § 41.70. Insider reverse veil
piercing is applicable to cases in which the plaintiff is
a corporate insider seeking to disregard the corporate
form for his own benefit. See 18 Am. Jur. 2d 699–700,
Corporations § 51 (2004). Outsider reverse veil piercing,
otherwise known as ‘‘third-party reverse piercing’’ and
the type of reverse piercing at issue in the present case,
‘‘extends the traditional [veil piercing] doctrine to per-
mit a third-party creditor to pierce the corporate veil
to satisfy the debts of an individual shareholder out of
the corporation’s assets.’’ 1 Fletcher Cyclopedia of the
Law of Corporations, supra, § 41.70.
A number of jurisdictions have recognized outsider
reverse piercing claims. E.g., In re Phillips, 139 P.3d
639, 646 (Colo. 2006) (en banc) (recognizing outsider
reverse piercing and citing to several jurisdictions not-
ing same); C.F. Trust, Inc. v. First Flight L.P., 266 Va.
3, 11, 580 S.E.2d 806 (2003) (‘‘Virginia does recognize
the concept of outsider reverse piercing and that this
concept can be applied to a Virginia limited partner-
ship’’).25 Because outsider reverse piercing differs from
traditional reverse piercing by allowing the creditor to
reach the corporation’s assets without regard to the
origin of those assets, however, some courts have
rejected the doctrine to protect nonculpable sharehold-
ers and creditors. See, e.g., Postal Instant Press, Inc.
v. Kaswa Corp., 162 Cal. App. 4th 1510, 1513, 77 Cal.
Rptr. 3d 96 (2008) (outsider reverse piercing ‘‘can harm
innocent shareholders and corporate creditors’’); Acree
v. McMahan, 276 Ga. 880, 881, 585 S.E.2d 873 (2003)
(‘‘[w]e reject reverse piercing, at least to the extent
that it would allow an ‘outsider,’ such as a third-party
creditor, to pierce the veil in order to reach a corpora-
tion’s assets to satisfy claims against an individual cor-
porate insider’’).
The plaintiff and Longman and the corporate defen-
dants separately appeal from the trial court’s determina-
tion to apply reverse veil piercing to four of the eight
corporate defendants. Longman and the corporate
defendants ask this court either to reject the doctrine
of reverse piercing or, in the alternative, to hold that
the trial court improperly applied it to Sapphire, Lurie,
R.I.P.P., and Great Pasture. The plaintiff responds that
this court should adopt reverse piercing and hold that
the trial court’s conclusion was improper only insofar
as it declined to pierce all of the corporate defendants
that are the subject of this appeal. For the reasons
set forth in this part of the opinion, we conclude that
Connecticut recognizes the doctrine of outsider reverse
veil piercing and that the trial court’s application of
reverse piercing in the present case was not clearly
erroneous.
A
We begin by addressing the question of whether this
jurisdiction recognizes the doctrine of reverse veil
piercing.26 Longman and the corporate defendants claim
that this court should reject the doctrine because it
serves no legitimate purpose and contravenes public
policy. In response, the plaintiff claims that reverse veil
piercing is a viable remedy in other jurisdictions and
that it should be adopted in Connecticut, as the facts
of this case justify adopting the doctrine. We conclude
that Connecticut recognizes the doctrine of outsider
reverse piercing of the corporate veil.27
Because reverse veil piercing constitutes an expan-
sion of the traditional veil piercing doctrine, a brief
history of traditional veil piercing provides an informa-
tive backdrop. Connecticut first recognized traditional
veil piercing claims, by which a court may disregard a
corporate fiction to hold individual stockholders liable,
in Zaist v. Olson, 154 Conn. 563, 227 A.2d 552 (1967).
In Zaist, this court held that courts may pierce the
corporate veil under one of two theories: either the
instrumentality rule or the identity rule. Id., 575. ‘‘The
veil may be pierced if the elements of either theory are
satisfied.’’ Avant Capital Partners, LLC v. Strathmore
Development Co. Michigan, LLC, Docket No. 312-CV-
1194 (VLB), 2015 WL 136391, *6 (D. Conn. January 9,
2015). Since Zaist, this court has noted that ‘‘[t]he con-
cept of piercing the corporate veil is equitable in
nature,’’ and ‘‘[n]o hard and fast rule . . . [exists to
determine] the conditions under which the entity may
be disregarded . . . as they vary according to the cir-
cumstances of each case.’’ (Citations omitted; internal
quotation marks omitted.) Angelo Tomasso, Inc. v.
Armor Construction & Paving, Inc., 187 Conn. 544,
555–56, 447 A.2d 406 (1982). Consequently, this court
has not applied traditional veil piercing lightly but,
rather, has pierced the veil ‘‘only under exceptional
circumstances, for example, where the corporation is
a mere shell, serving no legitimate purpose, and used
primarily as an intermediary to perpetuate fraud or
promote injustice.’’ (Internal quotation marks omitted.)
Id., 557; see also, e.g., Naples v. Keystone Building &
Development Corp., 295 Conn. 214, 234, 990 A.2d 326
(2010) (‘‘courts decline to pierce the veil of even the
closest corporations in the absence of proof that failure
to do so will perpetrate a fraud or other injustice’’).
This court has addressed reverse veil piercing only
once, in Commissioner of Environmental Protection
v. State Five Industrial Park, Inc., 304 Conn. 128, 37
A.3d 724 (2012) (State Five).28 Although this court deter-
mined that the facts of that case did not warrant reverse
veil piercing29 and, therefore, did not reach the issue,
it observed that reverse veil piercing depends on the
facts of the case and recognized equitable concerns
regarding adoption of the doctrine but declined to fore-
close its adoption in the future when presented with
the ‘‘appropriate case.’’ Id., 138 n.13. The appropriate
case, this court explained, would be one in which the
doctrine could be recognized under circumstances in
which ‘‘it achieves its equitable purpose without harm-
ing third parties.’’30 Id. This court went on to note that,
if it were to adopt reverse piercing, it would limit its
application. See id., 140 (‘‘[a]lthough some courts have
adopted reverse veil piercing with little distinction as
a logical corollary of traditional veil piercing, because
the two share the same equitable goals, others wisely
have recognized important differences between them
and have either limited, or disallowed entirely, reverse
veil piercing’’ [emphasis added]).
The majority in State Five outlined, in dicta, three
concerns that arise specifically from the application of
reverse veil piercing and suggested methods of limiting
application of the doctrine. Id., 140–42. First, this court
noted the concern that reverse piercing allows creditors
to bypass normal judgment collection procedures. Id.,
140. Second, this court noted that reverse piercing can
harm nonculpable shareholders and creditors. Id. Third,
this court noted that, as an equitable remedy, reverse
piercing should be imposed only when there is an
absence of adequate remedies at law. Id., 141. In a sole
concurrence,31 Justice Zarella echoed these concerns,32
noting that, in contrast to traditional veil piercing, in
which ‘‘the corporation itself is not affected by the
piercing,’’ in reverse veil piercing ‘‘[t]he corporation
itself is liable—and thus corporate assets are vulnera-
ble—for the wrongdoing of an individual.’’ Id., 155.
We begin by discussing the first and second concerns
articulated by the majority in State Five, which we
observe are interrelated. On the one hand, the majority
noted that ‘‘reverse piercing bypasses normal judgment-
collection procedures, whereby judgment creditors [of
an individual judgment debtor] attach the judgment
debtor’s shares in the corporation and not the corpora-
tion’s assets . . . prejudic[ing] [other] rightful credi-
tors of the corporation, who relied on the entity’s sep-
arate corporate existence when extending it credit
. . . .’’ (Internal quotation marks omitted.) Id., 140.33
On the other hand, the majority in State Five noted that,
‘‘if a corporation has other [nonculpable] shareholders,
they [too] obviously will be prejudiced if the corpora-
tion’s assets can be attached directly . . . [because,
in] contrast [to] ordinary piercing cases, [in which] only
the assets of the particular shareholder [or other
insider] who is determined to be the corporation’s alter
ego are subject to the attachment,’’ in reverse piercing
cases, the creditor can reach all of the assets of the
corporation, ‘‘allowing the outsider to attach assets in
which [nonculpable shareholders] have an interest.’’
(Citations omitted; internal quotation marks omitted.)
Id., 140–41; see also id., 158 (Zarella, J., concurring).
Quoting the Virginia Supreme Court’s opinion in C.F.
Trust, Inc. v. First Flight L.P., supra, 266 Va. 12–13, in
which that court recognized reverse piercing, this court
stated, ‘‘a court considering reverse veil piercing must
weigh the impact of such action upon innocent invest-
ors . . . [and] innocent secured and unsecured credi-
tors.’’34 (Internal quotation marks omitted.) State Five,
supra, 304 Conn. 142; see also id., 158 (Zarella, J., con-
curring). Other jurisdictions that have applied outsider
reverse piercing have adopted the same considerations.
See, e.g., In re Phillips, supra, 139 P.3d 646 (recognizing
outsider reverse piercing of corporate veil doctrine but
placing limitations on circumstances that would permit
application, noting that, ‘‘[w]hen innocent shareholders
or creditors would be prejudiced by outside reverse
piercing, an equitable result is not achieved’’).
With respect to the third concern, that reverse veil
piercing should not be applied if adequate remedies at
law are available, this court in State Five explained
that, unlike ‘‘the case of a traditional veil pierce . . .
[in which] the judgment creditor cannot reach the assets
of the individual shareholders due to limitations on
liability imposed by corporate law . . . when the judg-
ment debtor is a shareholder or other insider, many
legal remedies potentially are available to reach corpo-
rate assets that rightfully should be available for collec-
tion . . . .’’ (Citation omitted; internal quotation marks
omitted.) State Five, supra, 304 Conn. 141. Therefore,
this court indicated that, ‘‘because corporate veil pierc-
ing is an equitable remedy, it should be granted only
in the absence of adequate remedies at law . . . includ-
ing the attachment of the debtor’s shares in the corpora-
tion . . . garnishment of . . . pay from the
corporation . . . or . . . challenging . . . transfers
of assets to the corporation as fraudulent conveyances
or illegal conversion . . . .’’35 (Citations omitted.) Id.
Other jurisdictions that have adopted reverse veil pierc-
ing have articulated the same additional consideration.
See, e.g., In re Phillips, supra, 139 P.3d 647 (‘‘the avail-
ability of alternative, adequate remedies must be con-
sidered by the trial court’’); C.F. Trust, Inc. v. First
Flight L.P., supra, 266 Va. 13 (‘‘[t]he court must also
consider the availability of other remedies the creditor
may pursue’’).
Declining ‘‘to hold that this doctrine is not viable
under any circumstance,’’ the majority in State Five
noted that it was ‘‘not convinced . . . that [these three]
concerns cannot be addressed adequately, in the appro-
priate case . . . and [was] reluctant to presume that
there is no possible factual scenario in which reverse
veil piercing would be appropriate . . . .’’36 State Five,
supra, 304 Conn. 138 n.13. Following our dicta in State
Five, and on the basis of the facts in the present case,
we recognize the viability of the doctrine of reverse veil
piercing. We adopt the approach taken by the Virginia
Supreme Court in C.F. Trust, Inc., in which that court
applied the traditional veil piercing rule but additionally
required that ‘‘a court considering reverse veil piercing
. . . weigh the impact of such action upon innocent
investors . . . [and] innocent secured and unsecured
creditors . . . [and] also consider the availability of
other remedies the creditor may pursue.’’ (Internal quo-
tation marks omitted.) State Five, supra, 142, quoting
C.F. Trust, Inc. v. First Flight L.P., supra, 266 Va. 12–13.
In summary, the following is the proper test to apply
when an outsider seeks to reverse pierce the corporate
veil. We reiterate that the inquiry is a three part process.
In part one, the outsider must first prove that, under
the instrumentality and/or identity rules, as set forth in
traditional veil piercing cases, ‘‘the corporate entity has
been so controlled and dominated that justice requires
liability to be imposed . . . .’’ (Internal quotation
marks omitted.) Litchfield Asset Management Corp. v.
Howell, 70 Conn. App. 133, 147, 799 A.2d 298, cert.
denied, 261 Conn. 911, 806 A.2d 49 (2002). If the outsider
prevails on part one, then, in part two, trial courts must,
consistent with our dicta in State Five, consider the
impact of reverse piercing on innocent shareholders
and creditors. In part three, also consistent with our
dicta in State Five, trial courts must consider whether
adequate remedies at law are available.
In part one of the test, which is similar to traditional
veil piercing, trial courts must first apply the instrumen-
tality and/or identity rules and determine if the elements
of either are satisfied. See Avant Capital Partners, LLC
v. Strathmore Development Co. Michigan, LLC, supra,
2015 WL 136391, *6. The instrumentality rule involves
an examination of the defendant’s relationship to the
company and requires the court to determine whether
there exists proof of three elements: ‘‘(1) Control [by
the defendant], not mere majority or complete stock
control, but complete domination, not only of finances
but of policy and business practice in respect to the
transaction attacked so that the corporate entity as to
this transaction had at the time no separate mind, will
or existence of its own; (2) that such control must have
been used by the defendant to commit fraud or wrong,
to perpetrate the violation of a statutory or other posi-
tive legal duty, or a dishonest or unjust act in contraven-
tion of [the] plaintiff’s legal rights; and (3) that the
aforesaid control and breach of duty must proximately
cause the injury or unjust loss complained of.’’ (Empha-
sis in original; internal quotation marks omitted.)
Angelo Tomasso, Inc. v. Armor Construction & Paving,
Inc., supra, 187 Conn. 553.
In assessing the first prong of the instrumentality
rule, that is, whether an entity is dominated or con-
trolled, courts consider a number of factors, including
‘‘(1) the absence of corporate formalities; (2) inade-
quate capitalization; (3) whether funds are put in and
taken out of the corporation for personal rather than
corporate purposes; (4) overlapping ownership, offi-
cers, directors, personnel; (5) common office space,
address, phones; (6) the amount of business discretion
by the allegedly dominated corporation; (7) whether
the corporations dealt with each other at arm’s length;
(8) whether the corporations are treated as independent
profit centers; (9) payment or guarantee of debts of the
dominated corporation; and (10) whether the corpora-
tion in question had property that was used by other
of the corporations as if it were its own.’’ (Internal
quotation marks omitted.) Naples v. Keystone Build-
ing & Development Corp., supra, 295 Conn. 233.
With regard to the second and third prongs of the
instrumentality test, that is, (2) whether such control
was used to commit a fraud or wrong, and (3) whether
that fraud or wrong proximately caused the plaintiff’s
loss, this court has stated that ‘‘[i]t is not enough . . .
simply to show that a judgment remains unsatisfied
. . . . There must be some wrong beyond the creditor’s
inability to collect, which is contrary to the creditor’s
rights, and that wrong must have proximately caused
the inability to collect.’’ (Citations omitted.) State Five,
supra, 304 Conn. 150.
The identity rule, which this court has observed
‘‘complement[s] the instrumentality rule,’’ has one
prong, which requires the plaintiff to show ‘‘that there
was such a unity of interest and ownership that the
independence of the corporations had in effect ceased
or had never begun, [in which case] an adherence to
the fiction of separate identity would serve only to
defeat justice and equity by permitting the economic
entity to escape liability arising out of an operation
conducted by one corporation for the benefit of the
whole enterprise.’’ (Internal quotation marks omitted.)
Zaist v. Olsen, supra, 154 Conn. 575, 576; see also Angelo
Tomasso, Inc. v. Armor Construction & Paving, Inc.,
supra, 187 Conn. 554.
If the trial court finds that either the instrumentality
or identity rule is met, then it must consider the
remaining two parts of the proposed test, i.e., the State
Five considerations. Under part two, the court must
‘‘weigh the impact of such action upon innocent invest-
ors . . . [and] innocent secured and unsecured credi-
tors,’’ and, under part three, the court must ‘‘consider
the availability of other remedies the creditor may pur-
sue.’’ (Internal quotation marks omitted.) State Five,
supra, 304 Conn. 142, quoting C.F. Trust, Inc. v. First
Flight L.P., supra, 266 Va. 12–13.
B
With this test in mind, we now review the trial court’s
application of reverse veil piercing to the facts of the
present case. The same legal principles that govern
traditional veil piercing govern reverse veil piercing.
‘‘Whether the circumstances of a particular case justify
the piercing of the corporate veil presents a question
of fact. . . . Accordingly, we defer to the trial court’s
decision to pierce the corporate veil, as well as any
subsidiary factual findings, unless they are clearly erro-
neous. . . . A court’s determination is clearly errone-
ous only in cases in which the record contains no
evidence to support it, or in cases in which there is
evidence, but the reviewing court is left with the definite
and firm conviction that a mistake has been made.
. . .
‘‘Generally, a corporation is a distinct legal entity and
the stockholders are not personally liable for the acts
and obligations of the corporation . . . or vice versa.
Courts will, however, disregard the fiction of a separate
legal entity to pierce the shield of immunity afforded
by the corporate structure in a situation in which the
corporate entity has been so controlled and dominated
that justice requires liability to be imposed on the real
actor. . . . In a traditional veil piercing case, a litigant
requests that a court disregard the existence of a corpo-
rate entity so that the litigant can reach the assets of
a corporate insider, usually a majority shareholder. In
a reverse piercing action, however, the claimant seeks
to reach the assets of a corporation or some other
business entity . . . to satisfy claims or a judgment
obtained against a corporate insider. . . . In either cir-
cumstance, veil piercing is not lightly imposed. [C]orpo-
rate veils exist for a reason and should be pierced only
reluctantly and cautiously. The law permits the incorpo-
ration of businesses for the very purpose of isolat-
ing liabilities among separate entities. . . . Accord-
ingly, the corporate veil is pierced only under excep-
tional circumstances, for example, where the corpo-
ration is a mere shell, serving no legitimate purpose,
and used primarily as an intermediary to perpetuate
fraud or promote injustice.’’ (Citations omitted; internal
quotation marks omitted.) State Five, supra, 304 Conn.
138–39.
The plaintiff claims that the trial court properly
applied the doctrine in the present case with respect
to Sapphire, Lurie, R.I.P.P., and Great Pasture, as that
court properly applied the instrumentality rule and con-
sidered the concerns this court raised in State Five, but
asks this court to reverse the trial court’s decision not
to reverse pierce the Solaire entities and W.W. Land.
To support the latter claim, the plaintiff argues, first,
that the trial court intended to reverse pierce the veil
of W.W. Land and that it confused the Solaire entities
named here with a separate entity, Solaire Tenant, LLC
(Solaire Tenant), and, second, that the facts of the pres-
ent case justify reverse piercing as to those entities.
Longman and the corporate defendants respond that, if
we choose to recognize the doctrine of reverse piercing,
this court should find that the trial court improperly
applied the doctrine as to Sapphire, Lurie, R.I.P.P., and
Great Pasture, because the plaintiff failed to present
evidence of ownership by Longman, evidence of control
and proximate causation, and evidence alleviating the
State Five concerns. We conclude that the trial court
did not clearly err either in its application of reverse
veil piercing to Sapphire, Lurie, R.I.P.P., and Great Pas-
ture or in its decision not to apply reverse piercing to
the Solaire entities and W.W. Land.
In addition to the facts already set forth in parts
I and II of this opinion, the record reveals the following
facts that are relevant to our resolution of these claims.
Testimonial and documentary evidence admitted at
trial—which included deeds, corporate documents,
bank statements, tax documentation, and bankruptcy
records—revealed the following, often interrelated,
facts about the history of Sapphire, Lurie, R.I.P.P., and
Great Pasture. Longman originally organized Sapphire
to purchase and develop a property located at 2 Great
Pasture Road in Danbury. As part of a reorganization
pursuant to Chapter 11 of the United States Bankruptcy
Code, however, Sapphire transferred title to that prop-
erty in 2006 to a newly created entity, Great Pasture.
Sapphire did not have any employees, and its sole asset
from that point forward was the Ridgefield Property,
which did not produce an income. While holding the
Ridgefield Property, Sapphire conducted no business,
and the Longman family continued to reside in the resi-
dence located there without ever executing a written
lease with Sapphire.
After the transfer of 2 Great Pasture Road, Sapphire
derived its income from the other related entities. On
its 2007 M&T mortgage application, Longman listed
Lurie and Great Pasture under ‘‘bank accounts’’ as
assets of Sapphire. In 2007, Longman also filed, on
behalf of Sapphire, a final tax return for the company,
which he claimed he did not carefully review, if he
reviewed it at all. According to Sapphire’s bank state-
ments and the monthly operating reports it filed during
bankruptcy,37 Lurie contributed most, if not all, of the
income that Sapphire received from 2009 to 2012.38
Although Sapphire did not itself generate any income,
Longman continued to use its assets and equity for his
personal use. In 2006 and 2007, Longman and Gayla took
itemized deductions on their joint federal tax returns
for taxes and mortgage interest associated with the
Ridgefield Property. Additionally, Sapphire’s 2006 fed-
eral tax return indicated that Emerald, which held a 95
percent interest in Sapphire according to Sapphire’s
operating agreement, was allocated 5 percent of the
profits and losses of Sapphire, and Longman, who held
a 5 percent interest, was allocated a 95 percent share
of Sapphire’s profit and losses. At trial, Longman testi-
fied that this tax return was never amended.
During the relevant time period, Gayla owned a
majority interest in Sapphire, but Longman made deci-
sions on behalf of the company. Prior to 2008, Gayla
held a majority interest in Sapphire through her major-
ity interest in Emerald. In 2008, Longman assigned his
5 percent interest and Emerald’s 95 percent interest
in Sapphire to Gayla for no consideration. Longman
remained Sapphire’s operating manager throughout the
relevant time period, and Sapphire’s operating agree-
ment required a supermajority vote to remove him. The
record revealed that, during the time periods before and
after the 2008 assignment that gave Gayla 100 percent
ownership interest in Sapphire, Longman made deci-
sions on behalf of the company in his capacity as Sap-
phire’s operating manager.
The history of Lurie, another real estate development
company controlled by Longman, reveals that Lurie was
also used to hold Longman’s property and provide funds
to the Longman family. As we have explained, in 2010,
Lurie held title to the Greenwich Property, purchased
by Longman, for two months, until Lurie sold it to a bona
fide purchaser and distributed most of the proceeds of
that sale to the other corporate defendants three days
later. Longman testified that he did not believe that
Lurie had filed tax returns for the five years preceding
Longman’s 2011 deposition. Longman also admitted
that, over a period of ‘‘five [or] six years,’’ he would
‘‘regularly’’ allocate, from Lurie, $250 per week to the
children ‘‘while they were in school’’ and $500 per week
to Gayla.
Like Sapphire and Lurie, R.I.P.P. was owned by Gayla,
and it distributed funds from its account to the Longman
family members.39 At trial, Longman testified that
R.I.P.P., which was owned 100 percent by Gayla, with
Longman and Gayla as its only directors, was ‘‘[o]rigi-
nally . . . conceived to be a family owned company
that would handle investments on behalf of the family.’’
Longman testified, however, that R.I.P.P. ‘‘never actu-
ally did much. It was superseded [by other companies]
shortly after being formed . . . .’’ Longman testified at
trial that, as was the case with Lurie, Gayla and their
children were able ‘‘to write personal checks’’ from
their individualized R.I.P.P. accounts, in order to extract
allowances from the company.
The fourth entity pierced by the trial court, Great
Pasture, held real property located at the address from
which it received its name, after Sapphire transferred
that property to it during Sapphire’s 2006 reorganiza-
tion. Lurie was the company’s sole equity member after
2007, and Longman and his son, Matthew Longman,
were the managers of Great Pasture. Longman was also
the signatory on the account for the company. Lurie
and Great Pasture provided income to each other inter-
changeably. On the M&T loan application, Longman
listed among Sapphire’s assets the bank account for
Great Pasture. After Longman’s sale of the Greenwich
Property, Lurie distributed $2000 to Great Pasture. Like
Sapphire, Lurie, and R.I.P.P., the business address for
Great Pasture was the address of the Ridgefield Prop-
erty.
Unlike the former four entities, to which the trial
court applied reverse veil piercing, Solaire Develop-
ment, Solaire Management, and Solaire Funding were
commercial businesses that provided services on an
ongoing basis. They developed ‘‘commercial solar proj-
ects [such as] large [ground and rooftop] solar farms,’’
which, at the time of their inception, ‘‘were the largest
commercial solar installations in New England . . . .’’
As described by Longman, ‘‘Solaire Development owns
the projects. Solaire Tenant leases the projects from
Solaire Development as part of a sale of tax credits
that funded the development of these projects. Solaire
Management manages the sale of the electricity from
those projects.’’ Longman testified that this structure
was organized to allow an investor, in this circum-
stance, Bank of America, ‘‘to obtain [a particular] tax
benefit . . . and . . . [also] to effect the investment
of the equity . . . required to build these projects.’’
Specifically, Longman testified that ‘‘Solaire Tenant
. . . [sold] the investment tax credit . . . to . . .
Bank of America . . . through a broker called City-
scape Capital. . . . Cityscape Capital, as the managing
broker of that transaction, actually owns 99 percent
of Solaire Tenant and leases the arrays from Solaire
Development. That structure allows for Bank of Amer-
ica, as the purchaser of the credits, to . . . receive the
tax credit.’’
At the time of trial, the Solaire entities employed
approximately ten people, who handled the field, regu-
latory, administrative, human resources, payroll, and
accounting tasks associated with these solar projects.
The Solaire entities also employed an individual to
maintain the corporate books ‘‘on a regular basis.’’ The
Solaire entities also had outside investors and creditors,
including Bank of America, which, Longman testified,
was ‘‘the ultimate purchaser and beneficiary of the
[investment] tax credit and the depreciation [on these
projects], which they [obtained] via the ownership
structure that was set up among these entities.’’ Solaire
Funding, one of these entities, also received a treasury
grant from the federal government in 2009.
The last of the corporate defendants, W.W. Land,
‘‘was formed to purchase, subdivide, and build out . . .
a fifty unit . . . subdivision in Palatka, Florida . . . .’’
At the time of trial, W.W. Land was ‘‘still owning and
dealing with the Florida subdivision that was built out
in . . . 2006 [or 2007].’’ Following Longman’s deposi-
tion in 2011, the plaintiff requested a temporary injunc-
tion, enjoining W.W. Land from ‘‘distributing, trans-
ferring or voluntarily encumbering the proceeds of . . .
any sale of real property owned by [it],’’ and the trial
court granted his request. At trial, Longman testified
that, at that time, ‘‘the lots [were] fully done [and]
[m]any of them [were] sold.’’ Nevertheless, none of the
lots on which the plaintiff had placed liens had been
sold in the intervening period.
1
Reverse Veil Piecing as to Sapphire, Lurie,
R.I.P.P., and Great Pasture
In light of this evidentiary record, we address the
claim of Longman and the corporate defendants that
the trial court improperly applied reverse piercing to
Sapphire, Lurie, R.I.P.P., and Great Pasture. In his post-
trial brief, the plaintiff claimed, inter alia, that the trial
court should reverse pierce these four entities because
Longman’s control over them—evidenced by their own-
ership structure and the movement of funds between
them—rendered them artifices. Longman and the cor-
porate defendants responded that reverse piercing the
corporate veil is not viable law in Connecticut and, in
the alternative, it would be improper for the trial court
to apply the doctrine to the present case because the
evidence did not support that these entities were alter
egos and the State Five considerations precluded relief.
The trial court first examined the facts presented
under the instrumentality rule. The trial court found
that ‘‘ ‘the element of domination and control’ ’’ was
present. The trial court reasoned that ‘‘Sapphire’s only
asset of note was the Ridgefield Property, but its ques-
tionable ability to pay taxes was a measure of the uncer-
tainty of [the] adequacy of its capitalization, and all
of the subject entities that the court has included had
no cognizable capital or sources of income other than
the inter-entity transfers (or funds from such private
sources as the Vanguard account). Factors three
through ten all point in the direction of piercing—perva-
sive payment of personal expenses of Longman family
members (and payments to family members); consis-
tent ownership by Longman family members (chiefly
Gayla—or a family trust) with Longman as the actual
decision maker by title and function; the Ridgefield
Property (home) as the business address for most enti-
ties; no indicia of independent business decisions/dis-
cretion; while there was evidence of a paper trail for
inter-entity transactions, the transactions had no identi-
fied or identifiable business purpose, i.e., all [were]
subject to the never explained and often unexplainable
‘‘ ‘discretion’ ’’ of [Longman]; the entities were not profit
centers much less independent profit centers, as the
principal transaction of Lurie was isolated and took
place only after a consideration free transfer from brief
ownership by [Longman], whereas the others had no
identified material profit generation in any relevant time
period; Sapphire was essentially a guarantor of the per-
sonal debt of [Longman] via the Chase [Bank] mortgage,
and there was, at best, ambiguity as to whether the
taxes on the property were being paid by Longman as
opposed to the nominal owner (when taxes were paid);
and Longman was able to tap the equity of Sapphire,
and draw down assets of other entities without regard
to business (or any able to be articulated) purpose.’’
Our review of the trial court decision reveals that
the court made all the requisite findings to establish
instrumentality, fraud, and proximate cause.40 Speci-
fically, regarding whether Longman used his control
and dominance to perpetrate a fraud or wrong, the trial
court found that the evidence revealed that Longman
fraudulently transferred the Ridgefield Property and
the Greenwich Property to Sapphire and Lurie, respec-
tively, ‘‘for purposes of avoiding creditors.’’ But cf. State
Five, supra, 304 Conn. 148 (reverse piercing was denied
when plaintiff could not prove proximate cause because
debtor’s transfer of large parcel of real property to State
Five occurred ‘‘more than five years prior to the 2001
judgment that imposed the fines at issue’’). Addition-
ally, the trial court found that the lack of any ‘‘semblance
of a separate existence’’ of Great Pasture and the fact
that R.I.P.P.’s ‘‘only identified source of funds in the
relevant time frame [came] from Lurie, and Lurie
already has been identified as not truly an independent
entity,’’ rendered these entities as additional ‘‘vehicles
created for financial ‘hide the pea’ exercises . . . .’’
With respect to whether the wrong perpetrated proxi-
mately caused the plaintiff’s loss, the trial court found
that these transfers rendered the plaintiff unable to
attach Longman’s assets.
After applying the instrumentality rule, the trial court
considered whether innocent equity holders41 or credi-
tors would be prejudiced by the piercing and whether
adequate remedies at law were available to the plaintiff.
Regarding the question of whether innocent equity hold-
ers or creditors would be prejudiced by the piercing,
the trial court found that ‘‘there [was] no basis for
concern about other creditors . . . [as] there [has]
been no evidence of possible other creditors of . . .
entities . . . subject to this analysis,’’ with the excep-
tion of ‘‘Sapphire, [whose] creditors all appear to be
secured creditors . . . and, in any event . . . the
reverse piercing is in the nature of a ‘backup’ to the
fraudulent transfer claim . . . .’’ The court also consid-
ered the existence of nonculpable equity holders, princi-
pally Gayla, and noted that she received ownership of
the entities for ‘‘no consideration,’’ gave ‘‘Longman full
and effectively sole authority to make decisions as to
all identified entities . . . [and] more than acquiesced
in the conduct of [Longman as] she expressed no direct
interest . . . [and gave] affirmative authorization
. . . .’’42
The trial court next turned to the consideration of
whether adequate remedies at law were available. The
court found, with regard to the transfers of the Ridge-
field Property, that, although it ‘‘already . . . applied
a statutory and common-law framework for fraudulent
transfers to the Ridgefield Property as nominally owned
by Sapphire . . . the ‘hook’ in this case [was] the brief
period of time that the property actually was owned by
[Longman] within the relevant time frame.’’ Likewise,
with regard to the transfers of the Greenwich Property,
that court found that ‘‘the multiplicity of entities, the
constant movement of money between entities and to
the family members, and the need for a painstaking
analysis of actual bank records to track such movement
of money, makes the tracing of specific sums of money
difficult, if not impossible, absent a fraudulent transfer
without liquidation.’’
After our review of the trial court’s application of the
facts with respect to Sapphire, Lurie, R.I.P.P., and Great
Pasture under our three part test for reverse piercing,
we conclude that the trial court’s determination to apply
the doctrine of reverse piercing as to those entities was
not clearly erroneous. First, we agree with the trial
court’s analysis under the instrumentality rule. The trial
court’s conclusion that none ‘‘of the subject entities
. . . included [by that court] had [any] cognizable capi-
tal or sources of income other than the inter-entity
transfers’’43 or contributions from Longman’s personal
Vanguard account is supported by the record, which
reveals the following. Sapphire was originally organized
‘‘to purchase and develop 2 Great Pasture Road in Dan-
bury . . . [and] it transferred title to that property [in
2006] to . . . Great Pasture . . . .’’ After the transfer,
Sapphire’s only asset was the Ridgefield Property, and
Longman testified that he did not know of any income
Sapphire derived from that property since 2006, and
that, by 2007, Sapphire engaged in no management
activities because ‘‘the market was completely dead.’’44
Lurie’s only asset was the Greenwich Property, which
was transferred via a warranty deed to a bona fide
purchaser in April, 2010. After the sale, ‘‘Lurie dispersed
more than [one] half of the proceeds almost immedi-
ately [to the other entities] and there [was] no indication
that Lurie retain[ed] any appreciable funds . . . .’’ The
record also revealed that Sapphire and Lurie stopped
filing tax returns around 2006. See Litchfield Asset
Management Corp. v. Howell, supra, 70 Conn. App.
138 (reverse piercing applied where companies at issue
failed to file tax returns during years preceding trial).
Finally, it appears from the record that the only asset
ever held by R.I.P.P. was the Ridgefield Property, of
which it held only a portion and only from August, 1997
through August, 2001.45
Additionally, the trial court’s findings that the ‘‘inter-
entity transactions . . . had no identified or identifi-
able business purpose . . . [and were] subject to the
never explained and often unexplainable ‘discretion’ of
[Longman],’’ that ‘‘the entities were not profit centers
much less independent profit centers,’’ and that there
existed ‘‘pervasive payment of personal expenses of
Longman family members’’ are also supported by the
record, which revealed through bank statements and
monthly operating reports that, during various time
periods, Lurie contributed most, if not all, of the income
received by the other entities, especially Sapphire and
R.I.P.P. Further evidencing these contributions, Sap-
phire’s M&T mortgage application listed Lurie and Great
Pasture under ‘‘bank accounts.’’ In addition, Great Pas-
ture and Lurie transferred funds to each other without
any stated purpose. As to personal expenses, the plain-
tiff revealed, through his impeachment of Longman,
that Longman would ‘‘regularly allocate’’ corporate
funds from Lurie to Gayla and their children for spend-
ing money, and that the ‘‘family members had separate
R.I.P.P. based accounts with the ability to write per-
sonal checks . . . .’’
Further, the trial court’s findings that there existed
‘‘consistent ownership by Longman family members
. . . with Longman as the actual decision maker by
title and function . . . [and] the Ridgefield Property
(home) as the business address for most entities’’ are
likewise supported by the evidence. The record reveals
that most of the businesses used the address of the
Ridgefield Property, the location of the Longman fami-
ly’s home, as their business addresses. Additionally,
Sapphire managed the Ridgefield Property as its sole
business but had no employees and did not receive any
rental payments from the Longman family, who lived
in the residence. See Litchfield Asset Management
Corp. v. Howell, supra, 70 Conn. App. 137 (reverse pierc-
ing applied where companies were located at debtor’s
personal residence, had no employees, and did not pay
rent). The record further revealed that, from the time
that Sapphire merged with one of Longman’s former
limited liability companies, Highland Connecticut
Investment, LLC, in 2007, ownership of Sapphire trans-
ferred between Longman, Gayla, and Emerald.46 At the
time of M&T Bank’s loan to Sapphire in exchange for
a mortgage of the Ridgefield Property, Longman had a
5 percent ownership interest in Sapphire and the other
95 percent was owned by Emerald, 95 percent of which,
in turn, was owned by Gayla and 5 percent of which
was owned by Longman. In 2008, Longman transferred
100 percent of the shares in Sapphire to Gayla for no
consideration,47 and, in 2010, Gayla transferred her
interest to a family trust of which Longman was the
trustee. Similarly, Longman and Gayla were the only
directors of R.I.P.P., and Gayla was the sole share-
holder. Gayla owned 100 percent of the membership
interest in Lurie, until that interest was assigned to
the Gayla Longman Family Irrevocable Trust, of which
Longman was the trustee. Lurie, in turn, owned Great
Pasture, and Longman, as trustee, and his son, Matthew,
were the managers of it. Finally, on basis of the mort-
gages Longman obtained in the name of Sapphire and
the ‘‘repeated extractions of equity from the property
. . . seemingly going to [Longman] personally,’’ we also
agree with the trial court that, as to the ninth factor,
‘‘Longman was able to tap the equity of Sapphire and
draw down assets of other entities without regard to
business . . . purpose.’’48
Having concluded that it was not clearly erroneous
for the trial court to find that Longman exercised con-
trol and dominance over Sapphire, Lurie, R.I.P.P., and
Great Pasture under the second and third prongs of the
instrumentality rule, we further conclude that it was
not clearly erroneous for the trial court to find that
Longman used that control and dominance to perpe-
trate a fraud or wrong and that such wrong proximately
caused the plaintiff’s loss. Cf. Angelo Tomasso, Inc. v.
Armor Construction & Paving, Inc., supra, 187 Conn.
558. The trial court found that the evidence revealed
that Longman fraudulently transferred the Ridgefield
Property and the Greenwich Property to Sapphire and
Lurie, respectively, ‘‘for the purposes of avoiding credi-
tors . . . .’’ Additionally, it was not clearly erroneous
for the trial court to determine that Longman’s transfers
of property between his various entities made it nearly
impossible for the plaintiff to attach Longman’s assets
in order to satisfy the debt owed to him.
Moving to the remaining two parts of the test, which
address the three concerns of State Five, we conclude
that the trial court’s findings that there was no impact
to either innocent investors or creditors and no ade-
quate remedies at law were not clearly erroneous. The
trial court considered the existence of nonculpable
creditors and equity holders, including mortgagees of
the Ridgefield Property, Gayla, and Matthew Longman,
and found that none would be prejudiced by its applica-
tion of reverse piercing as to the four entities. The
record revealed that, after 2006, Matthew Longman had
no membership interest in Great Pasture, and Gayla
authorized or ratified the decisions made by Longman
with respect to those entities, in which she held a major-
ity of the membership interests. See Litchfield Asset
Management Corp. v. Howell, supra, 70 Conn. App. 137
(reverse piercing applied where no family members,
other than debtor, participated in companies in any
way, but received free loans and gifts from them). But
see State Five, supra, 304 Conn. 142–43 (reverse pierc-
ing rejected where trial court failed to analyze whether
debtor’s sons, who had an interest in State Five, would
be negatively affected if court applied reverse piercing
as to that company). These findings are strengthened
by the fact that the trial court declined to reverse pierce
the Solaire entities—although it noted that ‘‘[t]he plain-
tiff . . . marshaled the evidence in favor of their treat-
ment as additional sham entities’’—as it determined that
reverse piercing of those entities would have harmed
‘‘innocent and unrelated parties,’’ because those entities
were ‘‘actually . . . engaged in ongoing business activ-
ities . . . [regarding] solar power installations.’’
As to whether adequate remedies at law were avail-
able, it was not clearly erroneous for the trial court to
conclude, under the facts of this case, that there was
no adequate remedy. The trial court specifically found
that ‘‘the brief period of time that the [Ridgefield] Prop-
erty actually was owned by [Longman] within the rele-
vant time frame’’ allowed for the reverse piercing of
the corporate veil and holding the assets of Sapphire
available for the debt of Longman. Further, it was not
clearly erroneous for the trial court to find that, with
regard to the Greenwich Property, ‘‘the multiplicity of
entities [and] constant movement of money’’ made it
nearly impossible to calculate a monetary damages
award under a fraudulent conveyance claim, which
‘‘generally is appropriate only where the transferee sub-
sequently disposes of the transferred property and
retains the proceeds of that disposition.’’ Litchfield
Asset Management Corp. v. Howell, supra, 70 Conn.
App. 145.
2
Reverse Veil Piecing as to the Solaire
Entities and W.W. Land
We next turn to the plaintiff’s claim that the trial
court improperly declined to apply reverse piercing to
the Solaire entities.49 The plaintiff claims that the Solaire
entities are alter egos through Longman’s ownership
and management of them, that no nonculpable share-
holders or creditors exist, and that no adequate reme-
dies at law are available to provide the plaintiff with
relief. Longman and the corporate defendants first
respond that the plaintiff failed to introduce evidence
to support his assertion that the Solaire entities are
alter egos of Longman, as those entities ‘‘are engaged
in legitimate [solar power] business . . . .’’ We con-
clude that the trial court’s decision with respect to the
Solaire entities was not clearly erroneous.
The principal reason that the trial court refused to
reverse pierce the Solaire entities is that granting such
relief would affect nonculpable investors, such as City-
scape Capital and Bank of America, which would be
prejudiced by allowing the plaintiff ‘‘ ‘to attach assets
in which they have an interest.’ ’’50 State Five, supra,
304 Conn. 141. The trial court did note that ‘‘[t]he Solaire
entities present the most difficult situation,’’ as ‘‘[t]he
plaintiff . . . marshaled the evidence in favor of their
treatment as additional sham entities.’’ That court also
noted, however, that it ‘‘heard testimony . . . that
[those entities] are engaged in a legitimate business
. . . and [t]he concern about impact on innocent par-
ties and the collateral damage to an ongoing business,
militate[s] against applying the doctrine to [them].’’ We
conclude that the trial court did not clearly err, as we
observe that, although the record revealed that the
Solaire entities received transfers from Lurie containing
proceeds of the sale of the Greenwich Property,
applying reverse piercing to these entities would impli-
cate the concerns raised in State Five.
For the reasons set forth in this opinion, we conclude
that the plaintiff, a stranger to the M&T mortgage,
lacked standing to challenge the enforceability of that
mortgage under § 34-130, the trial court properly held
that Longman’s transfers of the Ridgefield and Green-
wich Properties in December, 2007, and February, 2010,
respectively, constituted fraudulent transfers under
CUFTA, the doctrine of outsider reverse piercing of the
corporate veil is a viable remedy in Connecticut, and
the trial court properly applied it to the facts of this case.
The judgment is affirmed.
In this opinion the other justices concurred.
* This case originally was scheduled to be argued before a panel of this
court consisting of Chief Justice Robinson and Justices Palmer, D’Auria,
Mullins, Kahn and Ecker. Although Chief Justice Robinson was not present
when the case was argued before the court, he has read the briefs and
appendices, and listened to a recording of the oral argument prior to partici-
pating in this decision.
1
All references herein to § 34-130 are to the 2017 revision. The legislature
has since repealed the Connecticut Limited Liability Company Act, effective
July 1, 2017, and replaced it with the Connecticut Uniform Limited Liability
Company Act, General Statutes § 34-243 et seq.
2
Longman and the corporate defendants, and the plaintiff, filed separate
appeals from the judgment of the trial court to the Appellate Court, which
consolidated the appeals, and we transferred the consolidated appeals to
this court pursuant to General Statutes § 51-199 (c) and Practice Book § 65-
1. The plaintiff named the following additional defendants in its substituted
complaint, none of which is a party to this appeal: Emerald Investments,
L.L.C.; 55 Post Road West Management Company, Inc.; Chatham Haste,
LLC; Stuart L. Longman, Trustee of Stuart Longman Family Trust; 60 SRA
Management, LLC; Shelter Rock Enterprises I, LLC; 60 Shelter Rock Associ-
ates, LLC; Shelter Rock Development Associates, LLC; Parcelle Develop-
ment, LLC; Solaire Tenant, LLC; 31 Pecks Lane Associates, LLC; and
Dreamfields, LLC. The Savings Bank of Danbury was also named as a defen-
dant, but the action was later withdrawn against it.
3
The record reveals that Longman secretly obtained a mortgage against
his and the plaintiff’s joint business and converted $625,000 of the proceeds
to his own use. Longman then took steps to conceal the mortgage from the
plaintiff, including renegotiating in bad faith the terms of a shareholder’s
agreement between them, resulting in further damages.
4
In April, 2016, the trial court granted the plaintiff’s motion to substitute
Manufacturers and Traders Trust Company, a wholly owned subsidiary of
M&T Bank Corporation, in lieu of Hudson City Savings Bank (HCSB) as a
defendant after a merger between the two entities. We refer to Manufacturers
and Traders Trust Company as M&T Bank throughout this opinion for
convenience. Consequently, although we observe that the trial court referred
to the mortgage agreement entered into by HCSB and Sapphire as the HCSB
mortgage, we will refer to it as the M&T mortgage.
5
The first and second counts sought constructive trusts based upon com-
mon-law fraud as to the Ridgefield Property and the Greenwich Property,
respectively. The third and fourth counts alleged fraudulent transfers of the
Ridgefield Property under §§ 52-552e (a) (1) and (2) and 52-552f. The fifth
and sixth counts alleged fraudulent transfers of the Greenwich Property
under §§ 52-552e (a) (1) and (2) and 52-552f. The seventh and eighth counts
requested that the trial court apply reverse veil piercing to the various
corporate defendants based on the instrumentality rule and identity rule,
respectively.
6
In addition, the trial court rendered judgment in favor of the defendants
Shelter Rock Enterprises I, LLC, 60 Shelter Rock Associates, LLC, and Shelter
Rock Development Associates, LLC, which have not appealed, and the plain-
tiff either abandoned or withdrew his claims against the remaining entities.
Additionally, the trial court rendered judgment in favor of Sapphire as to
M&T Bank’s cross complaint against it. Finally, although the trial court
imposed constructive trusts under the CUFTA counts, it rendered judgment
in favor of all of the remaining defendants as to the plaintiff’s first and
second counts, which sought constructive trusts based on common-law
fraud as to the Ridgefield Property and the Greenwich Property, respectively,
noting that ‘‘a constructive trust is a permissible remedy under [some of
the other] count[s]’’ and that it had ‘‘not found an independent ‘fraud’ as
seemingly [was] alleged’’ in counts one and two.
Similarly, because, as the plaintiff conceded in his posttrial brief, the
record established that W.W. Land had no assets at the time of the trial
court’s judgment, we reject the plaintiff’s claim that the trial court intended
to create a constructive trust to recover funds transferred from Lurie to
W.W. Land after the sale of the Greenwich Property. With respect to Sap-
phire, R.I.P.P., and W.W. Land, the trial court noted that, ‘‘[t]o the extent
that any or all of these entities have any assets, a constructive trust is an
appropriate vehicle for attempting to recover part or all of their share of
the proceeds of this sale.’’ (Emphasis added.) On the basis of the fact that
the trial court found that W.W. Land did not have any available assets at
that time, we observe that it was not clear error for the trial court to
refrain from rendering judgment against W.W. Land for the imposition of a
constructive trust, as such a remedy was not available. This observation is
supported by the fact that the trial court chose to create a constructive
trust for Sapphire.
7
M&T Bank appears to make additional claims in its brief that the trial
court properly dismissed the plaintiff’s claims against it under counts one,
three, four, seven, and eight and also properly dismissed the plaintiff’s claim
that the M&T mortgage should be declared void. Because neither the plaintiff
nor Longman and the corporate defendants brief these claims as against
M&T Bank in their argument sections, as these claims do not respond to
the issues framed by that bank or the other parties, we decline to address
these issues. For similar reasons, and because we affirm the trial court’s
judgment that the plaintiff lacks standing to challenge the M&T mortgage,
we neither reach the defenses claimed by M&T Bank under the doctrine of
laches nor the issue of whether it ‘‘would be entitled to a declaration that
it is equitably subrogated to the September 24, 2007 satisfied [Washington
Mutual] mortgage . . . .’’
8
General Statutes (Rev. to 2017) § 34-130 provides: ‘‘(a) Except as provided
in subsection (b) of this section, every member is an agent of the limited
liability company for the purpose of its business or affairs, and the act of
any member, including, but not limited to, the execution in the name of the
limited liability company of any instrument, for apparently carrying on in
the usual way the business or affairs of the limited liability company of
which he is a member binds the limited liability company, unless the member
so acting has, in fact, no authority to act for the limited liability company
in the particular matter and the person with whom he is dealing has knowl-
edge of the fact that the member has no such authority.
‘‘(b) If the articles of organization provide that management of the limited
liability company is vested in a manager or managers: (1) No member, solely
by reason of being a member, is an agent of the limited liability company;
and (2) every manager is an agent of the limited liability company for the
purpose of its business or affairs, and the act of any manager, including,
but not limited to, the execution in the name of the limited liability company
of any instrument, for apparently carrying on in the usual way the business
or affairs of the limited liability company of which he is a manager binds
the limited liability company, unless the manager so acting has, in fact, no
authority to act for the limited liability company in the particular matter
and the person with whom he is dealing has knowledge of the fact that the
manager has no such authority.
‘‘(c) An act of a manager or member which is not apparently for the
carrying on in the usual way the business or affairs of the limited liability
company does not bind the limited liability company, unless authorized in
accordance with the operating agreement, at the time of the transaction or
at any other time.
‘‘(d) An act of a manager or member in contravention of a restriction on
authority shall not bind the limited liability company to persons having
knowledge of the restriction.’’
9
Because we conclude that the plaintiff lacks standing, we do not reach
the plaintiff’s substantive claim that, under the circumstances of this case,
Longman lacked sufficient authority to enter into the M&T mortgage on
behalf of Sapphire.
10
When asked at trial whether he signed the mortgage as a member or
the operating manager of Sapphire, Longman testified: I believe [I signed]
it as an operating manager of Sapphire Development; but [the mortgage]
does say member, so I’m a little confused.’’
11
Longman testified at trial that these provisions were never amended.
12
Because we find that the plaintiff lacks standing under the plain language
of § 34-130 (b), (c) and (d), we do not reach the plaintiff’s argument that
‘‘the legislature . . . is presumed to have been aware of [General Statutes]
§§ 33-649 and 33-1038 . . . [and its] omission [to limit the parties who may
assert claims under § 34-130] must be construed as intentional.’’ See State
v. Wright, 320 Conn. 781, 801, 135 A.3d 1 (2016) (‘‘[i]f the legislature’s intent
is clear from the statute’s language, our inquiry ends . . . [and we do not]
consider extratextual evidence of its meaning, such as . . . the circum-
stances surrounding its enactment . . . and the statute’s relationship with
existing legislation’’ [citation omitted]).
13
To the extent that the plaintiff would benefit from a determination
rendering the M&T mortgage void, as it would advance the priority of his
security interest in the Ridgefield Property, we observe that an interest in
the outcome does not equate to a beneficial interest in the mortgage itself.
For similar reasons, we agree with the trial court that, in asking for a
declaration that the M&T mortgage is void, ‘‘the plaintiff effectively seeks
a windfall.’’ The plaintiff argues, on the one hand, that Longman had such
control and domination of Sapphire as to allow this court to uphold the
trial court’s determination that Sapphire was Longman’s alter ego, while
asking this court, on the other hand, to find that—with regard to the M&T
mortgage—Longman did not have the authority to obtain a mortgage on
Sapphire’s behalf.
14
Additionally, because the trial court did not find that any of the transfers
surrounding the M&T mortgage constituted fraudulent transfers, we also
reject the plaintiff’s claim that the M&T mortgage is unenforceable because
Sapphire was declared an ‘‘artifice’’ and ‘‘fraudulent transferee.’’ As the
trial court correctly noted, ‘‘absent a viable claim that the [M&T] mortgage
transaction was a fraudulent transfer . . . the plaintiff [does not have] the
right to challenge the sufficiency of the ratification process [of that
mortgage].’’
15
General Statutes § 52-552e provides: ‘‘(a) A transfer made or obligation
incurred by a debtor is fraudulent as to a creditor, if the creditor’s claim
arose before the transfer was made or the obligation was incurred and if
the debtor made the transfer or incurred the obligation: (1) With actual
intent to hinder, delay or defraud any creditor of the debtor; or (2) without
receiving a reasonably equivalent value in exchange for the transfer or
obligation, and the debtor (A) was engaged or was about to engage in a
business or a transaction for which the remaining assets of the debtor were
unreasonably small in relation to the business or transaction, or (B) intended
to incur, or believed or reasonably should have believed that he would incur,
debts beyond his ability to pay as they became due.
‘‘(b) In determining actual intent under subdivision (1) of subsection (a)
. . . consideration may be given, among other factors to whether: (1) The
transfer or obligation was to an insider, (2) the debtor retained possession
or control of the property transferred after the transfer, (3) the transfer or
obligation was disclosed or concealed, (4) before the transfer was made or
obligation was incurred, the debtor had been sued or threatened with suit,
(5) the transfer was of substantially all the debtor’s assets, (6) the debtor
absconded, (7) the debtor removed or concealed assets, (8) the value of
the consideration received by the debtor was reasonably equivalent to the
value of the asset transferred or the amount of the obligation incurred, (9)
the debtor was insolvent or became insolvent shortly after the transfer was
made or the obligation was incurred, (10) the transfer occurred shortly
before or shortly after a substantial debt was incurred, and (11) the debtor
transferred the essential assets of the business to a lienor who transferred
the assets to an insider of the debtor.’’
16
General Statutes § 52-552f provides: ‘‘(a) A transfer made or obligation
incurred by a debtor is fraudulent as to a creditor whose claim arose before
the transfer was made or the obligation was incurred if the debtor made the
transfer or incurred the obligation without receiving a reasonably equivalent
value in exchange for the transfer or obligation and the debtor was insolvent
at that time or the debtor became insolvent as a result of the transfer
or obligation.
‘‘(b) A transfer made by a debtor is fraudulent as to a creditor whose
claim arose before the transfer was made if the transfer was made to an
insider for an antecedent debt, the debtor was insolvent at that time and
the insider had reasonable cause to believe that the debtor was insolvent.’’
17
The record indicates that, at this time, the real property that was trans-
ferred was ‘‘a larger portion of what was resubdivided subsequently into
the parcel that’’ we refer to as the Ridgefield Property.
18
The record is unclear as to when Sapphire quitclaimed the Ridgefield
Property to Longman as trustee, because the deed entered into evidence at
trial was dated August 8, 2005, but notarized on August 28, 2007, one day after
Longman purportedly obtained the second Washington Mutual mortgage as
trustee. At trial, Longman testified that he would guess it was executed
in 2007.
19
The record reflects that, when asked if he obtained permission from
Gayla before signing the deed from Sapphire to Longman as trustee, Longman
stated that he was authorized ‘‘by [him]self.’’ When asked about his deposi-
tion testimony in which he stated that it was his practice to try to get
authorization from Gayla and that he understood that to be reasonably
competent management, Longman stated: ‘‘To the extent that they’re family
members, I would say that the rules are slightly different . . . . I don’t
believe that the same procedure holds true when you’re talking about family
members for whom I operate these various family businesses. But if you
were talking about outside partners where it is truly an arm’s-length situation,
then, yes, you need to get their permission prior to signing documents on
their behalf.’’
20
The mortgage proceeds were disbursed on September 14, 2007.
21
The borrower on the first page of the application is indicated as
Longman.
22
At trial, Longman testified that the additional consideration ‘‘would have
been the attendant financing that paid off the prior debt’’; however, the
plaintiff impeached Longman with prior inconsistent testimony from his
deposition, at which Longman testified that he had no reason to believe
there was any other consideration paid. The record also indicated that no
conveyance tax was received because there was no change in beneficial own-
ership.
23
The trial court noted, in part, the fact that ‘‘the only substantial assets
that ever were identified by [Longman] as possibly indicative of his ability
to pay debts was Florida property, which he conceded was tied up in
litigation. There was no indication as to an even theoretical ability to liquidate
those assets in order to pay debts, and an inability to pay debts as they
become due necessarily implicates questions of ability to liquidate assets
to pay such bills. . . . [In addition] there was at least one additional debt
of [Longman] that was long overdue in being paid.’’
24
Moreover, Longman and the corporate defendants’ reliance on Dentz
Amusements, Inc. v. Aronson, Docket No. CV-99-368009-S, 2002 WL 1335933
(Conn. Super. May 21, 2002), a case that is not binding on this court, is
misplaced. In that case, the defendant, Yuly Aronson, and his wife took title
to their newly purchased residence in their individual names in order to
obtain a mortgage to finance it. Id., *1. The bank required that they apply
for the mortgage as individuals, not as trustees of the trust in which they
were going to hold title to the property. Id. Thereafter, the defendant and
his wife executed a quitclaim deed to the trust. The trial court noted that
‘‘[t]here [was] no proof of intentional fraud, since the meeting of the technical
requirements of the mortgagee does not rise to a suggestion of intentional
fraud.’’ Id., *2. In the present case, in addition to the series of transactions
that preceded the transfers surrounding the Chase Bank mortgage, Longman
did not give a reason for obtaining the Chase Bank mortgage and testified
that he does not know where the net balance of $199,921.55 from the M&T
mortgage proceeds, obtained less than one month before, went or how he
spent it. In fact, Longman could not point to more than two home improve-
ments on which he spent the M&T loan money.
25
See LFC Marketing Group, Inc. v. Loomis, 116 Nev. 896, 904, 8 P.3d
841 (2000) (reverse piercing is appropriate only in ‘‘those limited instances
where the particular facts and equities show the existence of an alter ego
relationship and require that the corporate fiction be ignored so that justice
may be promoted’’); Olen v. Phelps, 200 Wis. 2d 155, 163, 546 N.W.2d 176
(App. 1996) (outsider reverse piercing recognized); see also Sky Cable, LLC
v. DIRECTV, Inc., 886 F.3d 375, 387 (4th Cir. 2018) (predicting that Delaware
would recognize reverse piercing and noting that it is ‘‘particularly appro-
priate when an LLC has a single member’’); United States v. Badger, 818
F.3d 563, 571 (10th Cir. 2016) (predicting that Utah Supreme Court would
recognize reverse piercing claim); Zahra Spiritual Trust v. United States,
910 F.2d 240, 244 (5th Cir. 1990) (presuming that Texas would recognize
reverse piercing claim ‘‘upon a finding that the individual [debtor] and the
corporation should be treated as alter egos’’).
26
We reject the plaintiff’s claim that Longman and the corporate defen-
dants did not preserve the issue of whether reverse veil piercing doctrine
is a viable remedy in Connecticut. Our review of the posttrial briefs, submit-
ted to the trial court before it rendered its decision, indicate that this issue
was discussed by both Longman and the corporate defendants and the
plaintiff. Moreover, the trial court inevitably addressed the parties’ argu-
ments in applying the doctrine to the four entities; therefore, our review of
this claim would not create a trial by ambuscade. See, e.g., Schoonmaker
v. Lawrence Brunoli, Inc., 265 Conn. 210, 265, 828 A.2d 64 (2003).
27
On June 25, 2019—seven months after we heard oral argument in this
appeal and almost nine years after the plaintiff commenced his action—the
parties advised us that, on that same day, the legislature had passed No.
19-181 of the 2019 Public Acts (P.A. 19-181), which codifies the instrumental-
ity test for veil piercing and prohibits reverse veil piercing. Specifically, § 3
of P.A. 19-181 provides: ‘‘(Effective from passage and applicable to any
civil action filed on or after the effective date of this section) No domestic
entity shall be responsible for a debt, obligation or other liability of an
interest holder of such entity based upon a reverse veil piercing doctrine,
claim or remedy.’’ (Emphasis in original.) Following passage of P.A. 19-181,
this court ordered the parties to file supplemental briefs regarding the
import, if any, of that prospective legislation to the present appeal. A review
of the legislative history of P.A. 19-181 reveals that it was first referred to
the Joint Standing Committee on Judiciary in March, 2019. There was no
floor debate directly addressing or even indirectly relating to § 3 of P.A. 19-
181, the provision relating to reverse veil piercing. Although we recognize
that the legislature arguably expressed an intent in P.A. 19-181 to prevent
the courts from applying the doctrine of reverse veil piercing, it is significant
that the legislature explicitly stated that it intended § 3 of P.A. 19-181 to
apply prospectively, that is, on or after July 9, 2019, the date the governor
signed the legislation. See D’Eramo v. Smith, 273 Conn. 610, 620, 872 A.2d
408 (2005) (‘‘we have uniformly interpreted [General Statutes] § 55-3 as a
rule of presumed legislative intent that statutes affecting substantive rights
shall apply prospectively only’’ [internal quotation marks omitted]); Spector
Motor Service, Inc. v. Walsh, 135 Conn. 37, 43, 61 A.2d 89 (1948) (effective
on passage means date of governor’s signature). Because of the act’s prospec-
tive nature and the unfairness that would transpire by ‘‘ ‘impos[ing] a substan-
tive amendment that changes the grounds upon which [the plaintiff may
maintain this] action’ ’’; id., 621; which was commenced nearly nine years
ago to collect on a foreign judgment rendered against Longman in 1996, we
conclude that P.A. 19-181 does not affect our decision to uphold the trial
court’s application of reverse veil piercing.
28
We observe that, although this court took up this issue in State Five, our
Appellate Court applied reverse veil piercing in Litchfield Asset Management
Corp. v. Howell, 70 Conn. App. 133, 799 A.2d 298, cert. denied, 261 Conn.
911, 806 A.2d 49 (2002), in which that court concluded, as a matter of first
impression, that reverse piercing is a viable remedy in this state. Id., 151.
Although we denied certification in Howell, we observe that the facts of
that case were similar to those in the present case. In Howell, the Appellate
Court held that the evidence that the defendant Mary Ann Howell created
two limited liability companies for the purpose of evading the debts she
owed to the plaintiff, Litchfield Asset Management Corporation (Litchfield),
was sufficient to reverse pierce the corporate veil of the two companies.
Id., 152–58. In that case, the defendant owned and operated an interior
design corporation, Mary Ann Howell Interiors, Inc. (Interiors). The defen-
dant entered into an agreement with Litchfield in which she agreed to
‘‘perform services.’’ Id., 135. When a dispute arose from that agreement,
Litchfield brought an action against the defendant and Interiors in Texas
and obtained a judgment against them in the amount of $657,207, plus
interest, which was enforced by a Connecticut trial court and upheld by
the Appellate Court in 1997. Id., 135.
While these actions were pending, the defendant and her husband, Jon
Howell, formed two limited liability companies, Howell Interiors and Archi-
tectural Design, LLC (Design) and Antiquities Associates, LLC (Antiquities).
Id., 135–36. Design and Antiquities were owned by the Howell family in the
following manner: the defendant owned a 97 percent interest in Design,
after borrowing against her life insurance policies to contribute $144,679 in
exchange for ownership; Jon Howell and their two daughters, Wendi Howell
and Marla Howell, each owned 1 percent of the shares after each contributed
$10. Design, in turn, owned 99 percent of Antiquities, after it contributed
$102,901 in exchange for its interest, and the defendant owned the remaining
1 percent of the shares after contributing $10. Id., 136.
After it was unable to reach the assets owed to it by Interiors and the
defendant, Litchfield brought an action against the defendant, Jon Howell,
Design and Antiquities, alleging that Design and Antiquities were shell com-
panies created in a conspired effort ‘‘to fraudulently divert . . . assets
beyond [Litchfield’s] reach as a judgment creditor . . . .’’ Id. In upholding
the trial court’s application of reverse piercing to those companies and
recognizing reverse piercing for the first time, the Appellate Court noted
that the defendant ‘‘[was] the general manager of both Design and Antiquities.
Neither company ha[d] any employees . . . [and] [b]oth companies oper-
ate[d] out of a loft space above the garage at . . . [the] [Howells’] personal
residence. Neither company [paid] any rent . . . . [The defendant] exer-
cised complete control over the policies, finances, and business practices
of Design and Antiquities; there is no indication in the record that Jon
Howell, Wendi Howell or Marla Howell participated in their operation in
any significant way. [The defendant] has never drawn a salary or received
regular distributions from either Design or Antiquities, but consistently has
used company funds to pay for many personal expenses and to provide
. . . free loans or gifts to family members. . . . [P]ayments for Antiquities’
sales were deposited in Design’s account without a corresponding reim-
bursement . . . [and] tax returns were not filed for either company for the
two years preceding trial.’’ Id., 137–38.
29
In State Five, the Commissioner of Environmental Protection brought
an action against State Five Industrial Park, Inc., and Jean L. Farricielli to
recover the payment of civil penalties from a judgment in a prior action
brought against Jean’s husband, Joseph J. Farricielli, which he failed to pay.
The commissioner alleged that Jean and State Five, a company in which
only Jean and two sons of Jean and John had ownership interest, should
be held liable—through, inter alia, reverse veil piercing—for the remainder
of the earlier judgment against Joseph, because Joseph purportedly had
attempted to conceal his assets by, in part, quitclaiming real property he
owned to State Five. State Five, supra, 304 Conn. 133–34. In concluding
that the trial court’s application of reverse veil piercing was clearly errone-
ous, this court noted, in part, that the trial court improperly applied reverse
veil piercing because it failed to evaluate whether the sons’ interests—who
each were passive minority owners of State Five—would be negatively
impacted. Id., 143. Additionally, this court noted that the trial court failed
to adequately ensure that third-party creditors did not exist or, if they did,
that they would not be prejudiced. Id., 145. Further, this court reasoned
that the trial court’s analysis failed to establish how Joseph’s interactions
with State Five proximately caused the commissioner’s inability to obtain
the debts owed under the 2001 judgment, as the predominant asset transfer
at issue—in which Joseph transferred a parcel of land to State Five—
occurred more than five years before the 2001 judgment. Id., 147–48.
30
We observe that the trial court’s tailored application of the doctrine in
the present case, which addressed the concerns outlined in State Five,
serves as good evidence that trial courts can apply outsider reverse veil
piercing in a particularized manner to achieve an equitable purpose.
31
Justice Zarella wrote separately because he believed ‘‘compelling consid-
erations militate against allowing reverse veil piercing’’ and that he ‘‘would
overrule Howell to the extent it holds that reverse veil piercing is a viable
legal theory in this state.’’ State Five, supra, 304 Conn. 153 (Zarella, J., con-
curring).
32
Justice Zarella listed an additional concern as well, which was that
‘‘reverse piercing injects uncertainty into the corporate structure in a way
that could systemically alter the ability of corporations to obtain loans and
investment capital . . . [and] [c]orporate creditors are likely to insist on
being compensated for the increased risk . . . which will reduce the effec-
tiveness of the corporate form as a means of raising credit.’’ (Internal quota-
tion marks omitted.) State Five, supra, 304 Conn. 160 (Zarella, J., concur-
ring). By ensuring a limited application of reverse piercing and, consequently,
the infrequency with which it will be applied, however, this court’s test both
anticipates and addresses this systemic concern.
33
Justice Zarella likewise explained that, because, in reverse piercing
situations, the creditor often must prove that the corporation is an alter
ego, the creditor then may take assets from the corporation without regard
to where they originated, ‘‘greatly expand[ing] the scope of assets that a
judgment creditor would normally be able to reach under traditional causes
of action.’’ State Five, supra, 304 Conn. 157–58 (Zarella, J., concurring).
34
In fact, this court noted in State Five that the trial court’s failure to
analyze whether innocent creditors or shareholders would be harmed led,
in part, to its determination that the facts of that case did not warrant
reverse piercing. State Five, supra, 304 Conn. 145.
35
Referring to the concerns expressed in State Five, Longman and the
corporate defendants argue against reverse piercing for the following rea-
sons: (1) reverse piercing is not a viable remedy; (2) the trial court did not
properly apply the three considerations set forth in State Five; and (3)
Connecticut statutes both ‘‘[specify] the means by which a judgment debt
may be collected . . . and the procedures that must be followed to dissolve
a business entity,’’ and also provide ‘‘adequate remedies at law [through]
Connecticut’s statutory judgment debt collection scheme . . . .’’ In part,
Longman and the corporate defendants claim that a charging order under
General Statutes § 34-259b is the exclusive remedy available to the plaintiff.
Other jurisdictions that have addressed this claim under charging order
statutes with similar language have held that ‘‘piercing the veil of an alter
ego is not the type of remedy that the [exclusivity] provision was designed
to prohibit.’’ Sky Cable, LLC v. DIRECTV, Inc., 886 F.3d 375, 388 (4th Cir.
2018); see also State Five, supra, 304 Conn. 159 n.5 (noting that charging
order ‘‘only transfers to the judgment creditor a right to receive distribu-
tions’’) (Zarella, J., concurring); Litchfield Asset Management Corp. v. How-
ell, supra, 70 Conn. App. 151 n.14 (noting that ‘‘[the defendant] did not
receive regular distributions but rather, paid her personal bills directly using
limited liability company funds’’).
36
On the basis of this and other dicta in State Five and case law from
other jurisdictions, we reject the additional arguments of Longman and the
corporate defendants, including their claim that reverse piercing ‘‘is based
on a false analogy,’’ because the company itself ‘‘perpetrated no [wrongful]
conduct,’’ that corporations ‘‘are not protected . . . by any ‘veil,’ ’’ and that
the company is not the ‘‘real actor.’’ Under this equitable remedy, whether
the limited liability company itself ‘‘perpetrated’’ the wrongful conduct is
irrelevant, because when the equity holder and the company are held to be
alter egos, they are considered one and the same, and, therefore, the com-
pany can be held liable for the wrongdoing of its equity holder. See C.F.
Trust, Inc. v. First Flight L.P., supra, 266 Va. 12 (‘‘[t]he piercing of a veil
is justified when the unity of interest and ownership is such that the separate
personalities of the corporation and/or limited partnership and the individ-
ual no longer exist, and adherence to that separateness would create an
injustice’’ [emphasis added]). This is especially true under the facts of the
present case, in which the trial court properly found that there existed no
nonculpable creditors or shareholders of Sapphire, Lurie, R.I.P.P., or Great
Pasture. Cf. State Five, supra, 304 Conn. 142–43. Additionally, we reject
Longman and the corporate defendants’ claim that this question is properly
for the legislature. In State Five, this court recognized that reverse piercing
the corporate veil, like traditional veil piercing, is an equitable remedy. Id.,
141. For these and other reasons set forth in this opinion, we reject the
remainder of the claims of Longman and the corporate defendants as mer-
itless.
37
Three days before trial in this case, Sapphire filed for bankruptcy under
Chapter 11 of the United States Bankruptcy Code, which stayed the state
court action for approximately two and one-half years. The United States
District Court for the District of Connecticut upheld the bankruptcy court’s
dismissal of Sapphire’s Chapter 11 petition, reasoning that it was filed in
bad faith. See Sapphire Development, LLC v. McKay, Docket Nos. 3:15-cv-
1570 (MPS) and 3:15-cv-1097 (MPS) (D. Conn. February 1, 2016).
38
Between October, 2010 and January, 2011, each deposit of funds into
Sapphire’s bank account came from Lurie. Likewise, from February, 2011
through July, 2012, almost all of the funds deposited into Sapphire’s bank
account came from Lurie. Longman also testified that, ‘‘for the years 2009,
2010, [and] 2011 . . . Sapphire received many contributions from Lurie.’’
39
To the extent that Gayla held a majority share in any of these entities,
the record revealed that she either gave Longman full ‘‘authority to make
decisions as to all the identified entities’’ or ratified his conduct after the fact.
40
We observe that the trial court made the requisite findings consistent
to warrant reverse piercing under the test established herein.
41
We observe that the majority in State Five used the term ‘‘shareholders,’’
because the defendant entity in that case, State Five Industrial Park, Inc.,
was a corporation. Because all of the corporate defendants in this case,
except for R.I.P.P., are limited liability companies, we use the term
‘‘equity holder.’’
42
In a separate part of its decision, the trial court also ‘‘reject[ed] the
notion that [Longman’s son, Matthew] . . . identified as a 5 percent owner,
without any apparent ‘basis’ in that investment,’’ would be unfairly affected
by the application of reverse piercing.
43
The trial court does note that, although Lurie did sell the Greenwich
Property, ‘‘th[at] principal transaction . . . was isolated and took place
only after a consideration free transfer from brief ownership by Longman,
whereas the others had no identified material profit generation in any rele-
vant time period . . . .’’
44
On the basis of the evidence presented at trial regarding tax returns
filed with respect to the Ridgefield Property—such as Sapphire’s 2007 tax
return and the Longmans’ joint tax returns for 2006 and 2007—we agree
with the trial court that, ‘‘there was at best ambiguity as to whether the
taxes on the property were paid by . . . the nominal owner (when . . .
paid) . . . .’’
45
As we explained in part II of this opinion, in 2001, Thomas, the owner
of the other portion of the Ridgefield Property and a friend of Longman,
instituted a foreclosure action and assigned his interest in the R.I.P.P. mort-
gage to Highland Connecticut Investment, LLC, another Longman entity, of
which Emerald, yet another Longman entity, owned 95 percent and of which
Longman owned 5 percent.
46
Although Emerald was removed as a party due to bankruptcy proceed-
ings, Emerald constituted another entity that received most of its income
from Lurie. Monthly bank statements showing the Emerald account held
with Bank of America were introduced at trial and revealed that, from
February, 2011 through July, 2012, substantially all of the deposits into this
account came through transfers from other entities, most from Lurie.
47
In fact, the trial court found that Gayla made no decisions regarding
any of the entities. Moreover, based on the terms of Sapphire’s operating
agreement, as long as Longman held any interest in Sapphire, he could not
be removed as the operating manager, therefore effectively securing his
position as decision maker.
48
The record reveals that each time Longman obtained a mortgage on the
Ridgefield Property, the only asset held by Sapphire, Longman personally
benefited, whereas it remains unclear from the record whether Sapphire
received any benefit. For example, although the principal amount of the
first Washington Mutual mortgage, given to Longman individually, was
$1,920,000, the closing statement indicates that a check was issued to Long-
man in the amount of $449,005.15. The second Washington Mutual mortgage,
given to Longman as trustee of the family’s then defective trust, was used
in part to pay off the first Washington Mutual mortgage made to Longman
individually. Because the timing between the second Washington Mutual
mortgage and the M&T mortgage were so close in time, the second Washing-
ton Mutual mortgage, although its proceeds were dispersed on September
14, 2007, was paid off only one month later, on October 31, 2007, with
proceeds from the M&T mortgage that was executed on that day. There
was a net balance of $199,921.55 from the proceeds of the M&T mortgage,
and Longman testified that he does not know where that money went or
how he spent it. Finally, one month after the M&T mortgage was executed,
Longman—through Sapphire—received financing from Chase Bank for a
second mortgage loan in the amount of $500,000.
49
With respect to W.W. Land, the plaintiff claims that the trial court
‘‘apparently intended to [render] judgment’’ in his favor with respect to his
reverse piercing claims ‘‘against W.W. Land,’’ because that court stated that,
‘‘[t]o the extent that [Sapphire, R.I.P.P. and W.W. Land] have any assets, a
constructive trust is an appropriate vehicle for attempting to recover part
or all of their share of the proceeds of [the] sale [of the Greenwich Property].’’
Longman and the corporate defendants respond that the trial court correctly
determined that the plaintiff abandoned this claim in his posttrial brief. The
trial court noted that, in the discussion of W.W. Land in the plaintiff’s posttrial
brief, the plaintiff ‘‘essentially abandon[ed] the claim of reverse piercing as
to [it] due to considerations such as . . . a likely futile stipulated prejudg-
ment remedy in place . . . .’’ We conclude that the court’s determination
was not clearly erroneous. The record revealed that, in the subdivision
owned by W.W. Land, all of the lots had been developed, and many of them
were sold. Longman testified at trial that, because the Florida real estate
market had slowed, however, none of the lots had been sold since 2011.
Additionally, in his posttrial brief, after discussing the other entities that he
explicitly urged the trial court to reverse pierce, the plaintiff requested a
withdrawal of the reverse piercing claims as to a number of entities. Within
this section of his brief, as noted by the trial court, the plaintiff stated that,
‘‘[a]ccording to Longman’s testimony, none of the lots of vacant land in
Florida held in his name, as described in the [s]tipulation, [has] been sold
. . . . For these reasons W.W. Land remains liable to [the plaintiff], even
though, as a practical matter, it is probably judgment proof as the Florida
property appears to be unmarketable . . . .’’
50
Consequently, we reject the plaintiff’s argument that the trial court
misapplied the factors of Solaire Tenant to the Solaire entities. The record
reveals that the structure of these entities is intertwined. For example, the
record indicated that Solaire Tenant, which is owned by Cityscape Capital,
leases the arrays from Solaire Development. Further, the plaintiff failed to
provide evidence that the trial court’s conclusion that the innocent investors
would be affected was clearly erroneous.