Asnat Realty, LLC v. United Illuminating Co. ( 2021 )

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ASNAT REALTY, LLC, ET AL. v. UNITED
ILLUMINATING COMPANY ET AL.
(AC 42893)
Elgo, Cradle and Alexander, Js.
Syllabus
The plaintiffs, A Co. and E Co., sought damages from the defendants U Co.,
a utility company, U Co.’s parent company, and several individuals
for, inter alia, fraudulent nondisclosure for concealing the true cost of
environmental remediation on property the plaintiffs acquired from Q
Co. Q Co. had purchased the property from U Co., which contaminated
the site with hazardous materials. Prior to selling it to Q Co., U Co.
had a study conducted to estimate the cost of remediation and the
decommissioning of the site and designated a certain amount of money
for that purpose. It was later discovered that U Co. concealed the true
cost of remediating the site and that the cost was much higher than
was originally estimated. The trial court granted the defendants’ motion
to strike several counts of the complaint, pleading fraud and unjust
enrichment against the various defendants, from which the plaintiffs
appealed to this court. Held that the trial court did not err in its decision
to strike portions of the complaint that pleaded fraud and unjust enrich-
ment, as that court properly concluded that the complaint contained
broad allegations that were insufficient to satisfy the pleading require-
ments for fraud and that the complaint failed to allege, with the requisite
specificity, that the defendants’ alleged fraud was done to induce the
plaintiffs to act, and failed to allege that the defendants had a duty of
full and fair disclosure of known facts to the plaintiffs as it pertained
to the property: the plaintiffs’ claims of fraud did not plead specific acts
and merely referenced the defendants’ filings and representations as
proof of fraudulent conduct, the complaint failed to allege that the
defendants’ fraudulent conduct was done with the intention or purpose
to induce the plaintiffs to act to their detriment, as the complaint did
not allege that the defendants had any knowledge that Q Co. would sell
the site to future purchasers at the time it acquired the property, the
plaintiffs were not parties to the proceedings regarding environmental
remediation that preceded the plaintiffs’ entering into the leasing agree-
ment with Q Co., and, therefore, there was no special relationship that
existed between the parties; moreover, the defendants’ conduct with
regulatory authorities and their filings with the Securities and Exchange
Commission did not give rise to a duty of disclosure from the defendants
to the plaintiffs; furthermore, this court declined to review the plaintiffs’
claim that the trial court improperly struck their claim of unjust enrich-
ment and that the claim should be reinstated, as that claim was inade-
quately briefed.
Argued November 16, 2020—officially released May 4, 2021
Procedural History
Action to recover damages for, inter alia, fraud, and
for other relief, brought to the Superior Court in the
judicial district of New Haven, where the matter was
transferred to the judicial district of Stamford-Norwalk,
Complex Litigation Docket; thereafter, the trial court,
Lee, J., granted the defendants’ motion to strike certain
counts of the revised complaint and rendered judgment
thereon, from which the plaintiffs appealed to this
court. Affirmed.
Jules A. Epstein, with whom were Stephen G. Walko,
and, on the brief, Joshua L. Mallin and Andrea C. Sisca,
for the appellants (plaintiffs).
Elizabeth C. Barton, with whom were Taylor C.
Amato, and, on the brief, Andraya Pulaski Brunau,
for the appellees (defendants).
Opinion
ALEXANDER, J. The plaintiffs, Asnat Realty, LLC
(Asnat), and Evergreen Power, LLC (Evergreen), appeal
from the judgment of the trial court, Lee, J., rendered
after the court granted, in part, the defendants’1 motion
to strike certain portions of their revised complaint
(complaint).2 Specifically, the trial court granted the
defendants’ motion to strike counts one, three, five, six,
seven, eight, nine, and ten of the complaint, pleading
counts of fraud as to the various defendants,3 and count
four, pleading unjust enrichment against the defendant
UIL Holdings Corporation (UIL). On appeal, the plain-
tiffs claim that the court erred in granting the motion
because (1) the complaint sufficiently pleaded claims
for both fraudulent nondisclosure and fraudulent mis-
representation, (2) the defendants had a duty to the
plaintiffs to disclose truthful information, (3) the com-
plaint pleaded the fraud claims with the requisite speci-
ficity, (4) the complaint adequately alleged that the
plaintiffs relied on the defendants’ misrepresentations
and nondisclosure to their detriment, and (5) the com-
plaint adequately stated causes of action against the
defendants. We are not persuaded and, accordingly,
affirm the judgment of the trial court.
In a comprehensive and well reasoned opinion, the
trial court set forth the following relevant factual history
as alleged in the plaintiffs’ complaint. ‘‘[The defendant
United Illuminating Company (UI)] is the former owner
of a parcel of land located in New Haven, Connecticut
(site), where it maintained a power plant for [sixty-
three] years until 1992. In doing so, UI contaminated
the site with hazardous materials. Before UI sold the
site, at some time around June, 1999, the Connecticut
Department of Public Utility Control (DPUC)4 ordered
UI to solicit bids for remediation and decommissioning
work on the site so that the DPUC could approve the
sale.
‘‘UI hired TLG Services, Inc. (TLG), to perform a
study [TLG study] of the cost of remediation and decom-
missioning. After performing a complete study of the
site, TLG concluded that remediation would cost
approximately $7.6 million, and that decommissioning
would cost approximately $13.2 million. On or about
April 4, 2000, UI filed a motion for a protective order
with the DPUC, in order to keep the TLG study confiden-
tial. The DPUC granted UI’s motion for a protective
order on or about May, 2000.
‘‘On or about May 8, 2000, UI made confidential writ-
ten representations to the DPUC that the TLG study
revealed costs exceeding the previously estimated $8
million cost associated with decommissioning the site,5
and through [Robert L.] Fiscus, its [chief financial offi-
cer], acknowledged to the DPUC in closed door hear-
ings that the true cost of decommissioning was closer
to $20 million. In public hearings on that same date, UI
represented that remediation costs were estimated at
[$2 million] rather than the significantly higher number
identified by the TLG study, and that decommissioning
costs were estimated at [$6 million]. . . . The plaintiffs
also allege ‘UI executives falsely represented in public
hearings before the DPUC that the costs associated
with decommissioning the site was [$8 million]. . . .’
‘‘On August 16, 2000, UI conveyed the site to the
nonparty Quinnipiac Energy, LLC (Quinnipiac Energy),
which planned to operate the plant. Under the terms
of that sale, UI was to pay Quinnipiac Energy $4.25
million to take the site, and the site was to be transferred
with all permits in place to generate and sell electric
power. As a further part of that sale, UI paid $1.9 million
to fund a Remedial Action Plan (RAP) escrow to allow
Quinnipiac Energy to remediate contamination on the
site. UI repeated the $2 million RAP figure in Form 10-
K statements filed with the [Securities and Exchange
Commission (SEC)] in 2005, 2011, and 2013, despite the
$7.6 million figure indicated in the TLG study. UI failed
to update the $2 million figure in its SEC statements
even after it became clear that it was not enough even
to pay for the environmental studies necessary to char-
acterize the site. In all its SEC statements, UI made no
mention of the TLG study, the $7.6 million estimated
cost of removing hazardous material, or the $20.8 mil-
lion full decommissioning estimate. . . .
‘‘About five years after its purchase of the site, Quin-
nipiac Energy divided it into two parcels known as
parcel A and parcel B. Around May 6, 2005, Evergreen
and Quinnipiac Energy entered into an indenture of
lease agreement with an option to Evergreen to buy
the site (lease agreement). The lease agreement pro-
vides that Quinnipiac Energy had rights to a fund cre-
ated by a ‘prior owner of the site’ [UI] for environmental
remediation, and that such fund shall be applied toward
remediation of the site without regard to whether Quin-
nipiac Energy or Evergreen own it at the time of remedi-
ation. In December, 2006, Quinnipiac Energy trans-
ferred parcel A to Evergreen and parcel B to Asnat. . . .
‘‘On February 9, 2012, the Department of Energy and
Environmental Protection (DEEP) issued a cease and
desist order preventing anyone from entering the site
due to the presence of hazardous contaminants. In 2013,
DEEP issued administrative orders to the plaintiffs and
UI requiring that the plaintiffs ensure that no activity
of any kind took place on the site other than activities
related to the disposal of contaminants, and that no
person enter the buildings located on the site other
than certain specified persons. On September 19, 2014,
the Coast Guard issued an administrative order to the
plaintiffs, and a substantively identical administrative
order to UI, notifying them that contaminants at the
site posed a threat to the public health, and directing
them to submit a plan to abate such threat. Thereafter,
the Coast Guard conducted its own removal activities
due to a lack of compliance with its administrative
orders, and initiated an enforcement action against the
plaintiffs seeking reimbursement for the resulting costs.
In the spring of 2017, the plaintiffs paid $700,000 to be
released from the claims asserted by the Coast Guard.
‘‘ ‘On or about June 6, 2015, the defendants’ actions
in concealing the true cost of the remediation and
decommissioning, and thereby deceiving the public
with the false $8 million remediation cost estimate,
were exposed in a front page story in the Hartford
Courant.’ . . . Following the release of the story, UI
entered into negotiations with DEEP and the Connecti-
cut Attorney General. On or about September 17, 2015,
DEEP and UI entered into a partial consent order requir-
ing UI to conduct environmental investigation and
remediation of the site, to make available $30 million
for such investigation and remediation, and to complete
the remediation within three years from the date of the
order. To date, UI has taken no action to remedy the
site.’’ (Footnotes added; footnote omitted.)
On August 2, 2018, the defendants filed a motion to
strike the ten count complaint in its entirety. A hearing
on the motion was held on October 25, 2018, and, on
February 21, 2019, the court issued a memorandum of
decision on the motion granting the defendants’ motion
to strike counts one, three, five, six, seven, eight, nine,
and ten, pleading counts of fraudulent nondisclosure
as to the various defendants, and count four, pleading
unjust enrichment against UIL. The court denied the
motion to strike as to count two, pleading unjust enrich-
ment against UI.
We begin by discussing the basis for our jurisdiction
to consider the present appeal. It is well settled that
‘‘[t]he jurisdiction of the appellate courts is restricted
to appeals from judgments that are final. . . . A judg-
ment that disposes of only a part of a complaint is not
a final judgment . . . unless the partial judgment dis-
poses of all causes of action against a particular party
or parties; see Practice Book § 61-3; or if the trial court
makes a written determination regarding the signifi-
cance of the issues resolved by the judgment and the
chief justice or chief judge of the court having appellate
jurisdiction concurs. See Practice Book § 61-4 (a).’’
(Citation omitted; internal quotation marks omitted.)
Tyler v. Tyler, 151 Conn. App. 98, 103, 93 A.3d 1179(2014).
In the present case, the plaintiffs filed an appeal with
this court on March 11, 2019. On March 12, 2019, the
plaintiffs filed a motion, pursuant to Practice Book § 61-
4, for leave to appeal the court’s ruling striking count
one against UI and to stay discovery of the remaining
count two against UI pending the resolution of the
appeal.6 On April 1, 2019, the court issued a memoran-
dum of decision authorizing the interlocutory appeal
of count one and denying the motion for a stay of
discovery relating to count two.
On April 22, 2019, this court dismissed the appeal for
a lack of final judgment because the plaintiffs had not
filed a motion for judgment on the stricken counts pur-
suant to Practice Book § 10-44.7 This court also denied,
without prejudice, the plaintiffs’ motion for leave to
appeal.8 On April 24, 2019, the plaintiffs moved for entry
of judgment on counts one, three, four, five, six, seven,
eight, nine and ten of the complaint, and on April 25,
2019, the court rendered judgment in favor of the defen-
dants on these counts.
Thereafter, on May 2, 2019, the plaintiffs filed a notice
to appeal and a second motion for leave for interlocu-
tory appeal as to count one. On June 14, 2019, the court
granted the motion.9 This appeal followed.
On appeal, the plaintiffs argue that the trial court
erred in its decision to strike the counts of the com-
plaint. The plaintiffs contend that the stricken counts
adequately pleaded causes of action against the defen-
dants for fraudulent nondisclosure, fraudulent misrep-
resentation, and unjust enrichment. We disagree.
‘‘We begin by setting out the well established standard
of review in an appeal from the granting of a motion
to strike. Because a motion to strike challenges the legal
sufficiency of a pleading and, consequently, requires
no factual findings by the trial court, our review of the
court’s ruling . . . is plenary. . . . We take the facts
to be those alleged in the complaint that has been
stricken and we construe the complaint in the manner
most favorable to sustaining its legal sufficiency. . . .
Thus, [i]f facts provable in the complaint would support
a cause of action, the motion to strike must be denied.
. . . Moreover, we note that [w]hat is necessarily
implied [in an allegation] need not be expressly alleged.
. . . It is fundamental that in determining the suffi-
ciency of a complaint challenged by a defendant’s
motion to strike, all well-pleaded facts and those facts
necessarily implied from the allegations are taken as
admitted. . . . Indeed, pleadings must be construed
broadly and realistically, rather than narrowly and tech-
nically.’’ Coppola Construction Co. v. Hoffman Enter-
prises Ltd. Partnership, 309 Conn. 342, 350, 71 A.3d
480 (2013).
‘‘Fraud involves deception practiced in order to
induce another to act to her detriment, and which
causes that detrimental action. . . . The four essential
elements of fraud are (1) that a false representation of
fact was made; (2) that the party making the representa-
tion knew it to be false; (3) that the representation was
made to induce action by the other party; and (4) that
the other party did so act to her detriment. . . .
Because specific acts must be pleaded, the mere allega-
tion that a fraud has been perpetrated is insufficient.’’
(Internal quotation marks omitted.) Whitaker v. Taylor,
99 Conn. App. 719, 729–30, 916 A.2d 834 (2007). ‘‘All of
these ingredients must be found to exist; and the
absence of any one of them is fatal to recovery.’’ Saggese
v. Beazley Co. Realtors, 155 Conn. App. 734, 752, 109
A.3d 1043 (2015).
‘‘Fraud by nondisclosure, which expands on the first
three of [the] four elements [of fraud], involves the
failure to make a full and fair disclosure of known
facts connected with a matter about which a party has
assumed to speak, under circumstances in which there
was a duty to speak. . . . A lack of full and fair disclo-
sure of such facts must be accompanied by an intent
or expectation that the other party will make or will
continue in a mistake, in order to induce that other
party to act to her detriment.’’ Id., 752–53.
The plaintiffs first argue that the court erred in its
determination that the complaint alleges only claims of
fraudulent nondisclosure. We disagree.
‘‘The interpretation of pleadings is always a question
of law for the court . . . . Our review of the trial
court’s interpretation of the pleadings therefore is ple-
nary.’’ Caron v. Connecticut Pathology Group, P.C., 187
Conn. App. 555, 564, 202 A.3d 1024, cert. denied, 331
Conn. 922, 206 A.3d 187 (2019).
A review of the record shows that the plaintiffs repre-
sented to the court, and the court so determined, that
they were asserting a single cause of action of fraudu-
lent nondisclosure against each of the defendants. On
August 2, 2018, the defendants moved for nonsuit or
default arguing, inter alia, that the plaintiffs had failed
to object or to file an amended complaint in response
to a previously filed request to revise. The request to
revise alleged, in part, that the plaintiffs had improperly
joined two causes of action together in single counts
and requested that the plaintiffs bifurcate the counts
into separate claims of fraudulent misrepresentation
and fraudulent nondisclosure. On that same date, the
defendants filed a motion to strike and a motion to
dismiss. On September 18, 2018, the plaintiffs filed their
objection to the defendants’ motion to strike and motion
to dismiss. Contained within the plaintiffs’ objection
was a response to the defendants’ motion for nonsuit
or default, which stated that the ‘‘plaintiffs’ July 3, 2018
revised complaint specifically indicates that a single
cause of action for fraud, specifically fraud by nondis-
closure, is being asserted against each of the defen-
dants.’’ On October 24, 2018, the trial court issued its
order denying the defendants’ motion for nonsuit and
stating ‘‘the fraud counts in the revised complaint allege
only fraudulent nondisclosure, as confirmed by the
plaintiffs in their objection to the motion. Accordingly,
the failure to split the fraud counts into two was not
noncompliant with the request to revise.’’
Fraudulent misrepresentation and fraudulent nondis-
closure are separate causes of action requiring separate
elements of proof. Compare Whitaker v. Taylor, supra,99 Conn. App. 729–30, with Saggese v. Beazley Co. Real-
tors, supra, 155 Conn. App. 752–53. Pleadings that
broadly allege fraud, without more, are insufficient to
proceed under two separate theories of that cause of
action. See Practice Book § 10-26; see also Piccolo v.
American Auto Sales, LLC, 195 Conn. App. 486, 500,
225 A.3d 961 (2020) (‘‘[w]here separate and distinct
causes of action (as distinguished from separate and
distinct claims for relief, founded on the same cause
of action or transaction), are joined, the complaint is
to be divided into separate counts’’).
In the present case, the complaint alleges counts of
‘‘fraud’’ against the defendants. On the basis of the alle-
gations contained therein, the court determined that
the cause of action of fraud against the defendants
sounded in fraudulent nondisclosure and that the plain-
tiffs affirmatively represented fraudulent nondisclo-
sure as their singular cause of action in counts one,
three, five, six, seven, eight, nine and ten in their filings
before the court. We agree with the trial court’s conclu-
sion that the complaint asserts claims of fraudulent
nondisclosure.
The determinative question in evaluating the plain-
tiffs’ claims on appeal with respect to the counts alleg-
ing fraud, therefore, is whether the complaint suffi-
ciently pleaded claims of fraudulent nondisclosure
against the respective defendants. We agree with the
trial court that it does not.
In its decision, the court concluded that the plaintiffs
had not adequately pleaded counts of fraudulent nondis-
closure on three separate grounds: (1) the complaint
is too general to satisfy the pleading requirements for
fraud; (2) the complaint does not ‘‘allege that the defen-
dants’ fraudulent conduct was intended to induce the
plaintiffs to act to their detriment’’; and (3) ‘‘the facts
alleged show that the plaintiffs were outside the perime-
ter of any duty owed to them by the defendants.’’
First, the court concluded that the complaint con-
tained broad allegations that were insufficient to satisfy
the pleading requirements for fraud. ‘‘Where a claim
for damages is based upon fraud, the mere allegation
that a fraud has been perpetrated is insufficient; the
specific acts relied upon must be set forth in the com-
plaint.’’ Maruca v. Phillips, 139 Conn. 79, 81, 90 A.2d
159 (1952); see also Chase Manhattan Mortgage Corp.
v. Machado, 83 Conn. App. 183, 188, 850 A.2d 260 (2004).
The plaintiffs’ claims of fraud do not plead specific
acts and merely reference the defendants’ ‘‘filings’’ and
‘‘representations’’ as proof of fraudulent conduct. We
agree with the trial court that the plaintiffs’ claims ‘‘are
too general to satisfy the requirements’’ for pleading
fraud.
Second, we agree with the trial court that the com-
plaint failed to allege, with the requisite specificity, that
the defendants’ alleged fraud was done to induce the
plaintiffs to act. It is an essential element of any claim
of fraud that the alleged fraudulent activity was made
in order ‘‘to induce action by the other party.’’ Whitaker
v. Taylor, supra, 99 Conn. App. 730. In the present case,
the plaintiffs’ broad claims alleging the existence of an
indeterminable future market of potential purchasers
of the property are insufficient to properly allege the
intent ‘‘to induce action’’ that is necessary to plead
claims of fraud. Indeed, the complaint does not allege
that the defendants had any knowledge that Quinnipiac
Energy would sell the site to future purchasers at the
time of the initial sale. The trial court correctly found
that the complaint fails to allege that the defendants’
fraudulent conduct was done with the intention or pur-
pose to induce these plaintiffs to act to their detriment.
Third, and central to the disposition of this appeal,
the court concluded that the complaint failed to allege
that the defendants had a duty of full and fair disclosure
of known facts to the plaintiffs as it pertained to the
property. In its decision, the court thoroughly examined
the circumstances that give rise to a duty to disclose
and found that neither the defendants’ actions with the
DPUC nor their filings with the SEC gave rise to such
a duty between the defendants and the plaintiffs.
In its analysis, the court examined both our Supreme
Court and Appellate Court precedent pertaining to the
existence of a duty in fraudulent misrepresentation
claims, as well as theories of liability for fraud commit-
ted by a third party. The court appropriately noted that
‘‘the policy considerations that support limiting the
extent of a defendant’s responsibility pursuant to a
claim of fraudulent misrepresentation should . . . also
apply to limit the extent of a defendant’s duty in the
context of a fraudulent nondisclosure claim.’’
The court found that ‘‘the complaint alleges that the
DPUC ordered UI to solicit bids for the remediation
and decommissioning of the site in order for the DPUC
to approve UI’s sale of the site to Quinnipiac Energy.
. . . As such, the duty to disclose stemming from the
defendants’ statements to the DPUC in May, 2000,
would extend to the DPUC, and likely to Quinnipiac
Energy, because the defendants may be considered to
have intended or reasonably expected that those state-
ments would be communicated to them, and would
influence their conduct relating to the transaction
between UI and Quinnipiac Energy. . . . The same
cannot be said in regard to the plaintiffs, however, who
are not alleged to have been a party to the DPUC pro-
ceedings, or to have been involved in the transaction
between UI and Quinnipiac Energy.’’ (Emphasis
added.)
‘‘Mere nondisclosure . . . does not ordinarily
amount to fraud. . . . It will arise from such a source
only under exceptional circumstances. . . . To consti-
tute fraud on that ground, there must be a failure to
disclose known facts and, in addition thereto, a request
or an occasion or a circumstance which imposes a duty
to speak. . . . The issue of whether a duty exists is a
question of law . . . which is subject to plenary
review.’’ (Citations omitted; internal quotation marks
omitted.) DiMichele v. Perrella, 158 Conn. App. 726,
731, 120 A.3d 551, cert. denied, 319 Conn. 927, 125 A.3d
203 (2015).
It is well settled that ‘‘[w]hether or not there is a duty
to disclose depends on the relationship of the parties
. . . or, to put it in another way, whether the occasion
and circumstances are such as to impose a duty to
speak . . . .’’ (Citations omitted.) Roberts v. Paine, 124
Conn. 170, 175, 199 A. 112 (1938). ‘‘A duty to disclose
will arise if the parties share a ‘special relationship.’ ’’
DiMichele v. Perrella, supra, 158 Conn. App. 732.
‘‘In general, a special relationship that imposes a duty
to disclose exists where the parties stand in some confi-
dential or fiduciary relation to one another, such as
that of principal and agent, executor and beneficiary
of an estate, bank and investing depositor, majority and
minority stockholders, old friends, or numerous others
where special trust and confidence is reposed. In addi-
tion, certain types of contracts, such as those of surety-
ship or guaranty, insurance, partnership and joint
adventure, are recognized as creating something in the
nature of a confidential relation, and hence as requiring
the utmost good faith, and full and fair disclosure of
all material facts.’’ (Internal quotation marks omitted.)
Id., 732–33.
In the present case, the plaintiffs were not a party
to the DPUC proceedings, and were strangers to the
defendants at the time of those proceedings and at
the time of the sale of the site by the defendants to
Quinnipiac Energy. We conclude that no ‘‘special rela-
tionship’’ existed between the parties and agree with
the court’s analysis that the plaintiffs’ claims regarding
the defendants’ conduct with the DPUC does not meet
the duty requirement necessary for fraudulent nondis-
closure.
Likewise, the court determined that the defendants’
filings with the SEC did not give rise to any duty to the
plaintiffs, by the defendants, necessary to satisfy the
pleading requirements of fraudulent nondisclosure. The
trial court analyzed and considered the purposes of the
Securities Exchange Act of 1934 (act), 15 U.S.C. § 78a
et seq., and concluded that ‘‘the class of persons
intended to be protected by it consists of investors in
the securities market. . . . Accordingly, the plaintiffs,
as purchasers of the site, do not come within the class
of persons that the [act] is intended to protect. Although
the statutorily required filing of a Form 10-K may give
rise to a duty to speak truthfully to those that invest
in, or refrain from investing in, the filer’s business, the
plaintiffs in the present action make no such claim. The
defendants were not required to file statements with
the SEC to protect real estate purchasers; they were
required to file them to protect securities investors.
Accordingly, although the defendants’ duty to disclose
truthfully likely was owed to securities investors, it was
not owed to the plaintiffs here.’’ We agree with the
court’s analysis of this issue and conclude that no duty
of disclosure from the defendants to the plaintiffs arose
from the defendants’ filings with the SEC.
To support their argument that a duty does exist, the
plaintiffs direct us to Bennett Restructuring Fund, L.P.
v. Hamburg, Docket No. X02-CV-XX-XXXXXXX-S, 2003 WL
178753 (Conn. Super. January 2, 2003) (Bennett). The
plaintiffs assert that Bennett supports their argument
that false statements contained in Form 10-K filings
with the SEC are sufficient to allow the plaintiffs to
proceed on claims of fraud against the defendants. We
are unpersuaded and find Bennett distinguishable from
the plaintiffs’ claims in this appeal. In Bennett, the plain-
tiffs were purchasers of certain notes of the defendant
company and alleged that the defendants had made
misrepresentations and material omissions in their
Form 10-K filings with the SEC, thereby wrongfully
informing potential investors as to the financial health
of the company. Id., *1. In denying the defendant’s
motion to strike the plaintiffs’ count alleging negligent
misrepresentation in the preparation and filing of the
10-Ks, the court found that the ‘‘facts provable under
that count could establish that the plaintiffs were, as
alleged, members of a limited group of persons—poten-
tial investors in [the defendant company’s] Notes—for
whose benefit and guidance the defendants prepared
and filed the 10-Ks in which they made their alleged
misrepresentations.’’ (Emphasis added.) Id., *16. Thus,
because the complaint alleged that the plaintiffs were
within a class of potential purchasers of the notes, the
court found that the plaintiffs had adequately pleaded
a claim of negligent misrepresentation. Id.
The plaintiffs argue that Bennett supports the propo-
sition that a noninvestor can proceed with fraud claims
premised on SEC filings because the plaintiffs in that
case were purchasers of the notes on the secondary
market. This is, however, belied by the court’s determi-
nations that the plaintiffs were within a class of poten-
tial investors in the company and thus foreseeably
would rely on filings with the SEC. See id. In the present
case, the plaintiffs are not alleged to be potential invest-
ors in any of the defendant companies but, rather, are
purchasers of real estate formerly owned by the defen-
dant UI. We agree with the court that future purchasers
of real estate are not within the duty to disclose truthful
information that comes with the filing of Form 10-Ks
with the SEC.
Finally, the plaintiffs argue that the court improperly
struck their claim of unjust enrichment against UIL
and that the claim should be reinstated. We conclude,
however, that this claim has been inadequately briefed
and, thus, decline to review it.
In their initial brief before this court, the plaintiffs
state that ‘‘[t]his appeal concerns only the defendants’
motion to strike the fraud claims.’’ The plaintiffs
attempt, however, to resurrect their unjust enrichment
claim in their reply brief by arguing that their unjust
enrichment claim was sufficiently pleaded.
‘‘It is axiomatic that a party may not raise an issue
for the first time on appeal in its reply brief. . . . Our
practice requires an appellant to raise claims of error
in his original brief, so that the issue as framed by him
can be fully responded to by the appellee in its brief,
and so that we can have the full benefit of that written
argument. Although the function of the appellant’s reply
brief is to respond to the arguments and authority pre-
sented in the appellee’s brief, that function does not
include raising an entirely new claim of error.’’ (Internal
quotation marks omitted.) Crawford v. Commissioner
of Correction, 294 Conn. 165, 197, 982 A.2d 620 (2009).
We therefore decline to review the plaintiffs’ unjust
enrichment claim.10
The judgment is affirmed.
In this opinion the other judges concurred.
1
The defendants named in the plaintiffs’ complaint are: United Illuminat-
ing Company, individually and as a subsidiary of UIL Holdings Corporation;
UIL Holdings Corporation, individually and as the parent company to United
Illuminating Company; James P. Torgerson, individually and as the chief
executive officer of United Illuminating Company; Linda L. Randell, individu-
ally and as partner of Wiggin & Dana, LLP, individually and as president
and general counsel for United Illuminating Company; Bruce L. McDermott,
individually and as attorney with Wiggin & Dana, LLP, individually and as
general counsel for UIL Holdings Corporation; Robert L. Fiscus, individually
and as chief financial officer and vice chairman of UIL Holdings Corporation;
James F. Crowe, individually and as senior vice president of UIL Holding
Corporation; and Dennis Hrabchack.
2
The present case concerns the allegations as pleaded in the plaintiffs’
revised complaint dated July 3, 2018. The plaintiffs commenced the present
action by way of complaint on or about January 2, 2014, and filed on or
about January 8, 2014, in the Superior Court, judicial district of New Haven.
On March 2, 2018, the case was transferred and assigned to the Complex
Litigation Docket in the judicial district of Stamford-Norwalk pursuant to
General Statutes § 51-347b (a).
3
Specifically, count one pleaded fraud as to United Illuminating Company,
count three pleaded fraud as to UIL Holdings Corporation, and counts five
through ten pleaded fraud as to James P. Torgerson, Linda L. Randell, Bruce
L. McDermott, Robert L. Fiscus, James F. Crowe, and Dennis Hrabchack,
respectively. Count two pleaded unjust enrichment as to UI and is still open
pending the resolution of this appeal.
4
DPUC was replaced by the current Public Utilities Regulatory Authority
(PURA). See Department of Energy and Environmental Protection, Public
Utilities Regulatory Authority, About Us, available at https://portal.ct.gov/
PURA/About/About-Us (last visited April 20, 2021).
5
It is alleged in the plaintiffs’ complaint that, in 2000, ‘‘UI officials testified
before the DPUC that the cost of decommissioning the site would be an
estimated $8 million.’’ .
6
The court’s decision to strike counts three through ten disposed of all
causes of action against those particular defendants. The decision on those
counts therefore constituted an appealable final judgment under Practice
Book § 61-3.
7
Practice Book § 10-44 provides in relevant part: ‘‘Within fifteen days after
the granting of any motion to strike, the party whose pleading has been
stricken may file a new pleading; provided that in those instances where
an entire complaint . . . or any count in a complaint . . . has been
stricken, and the party whose pleading or a count thereof has been so
stricken fails to file a new pleading within that fifteen day period, the judicial
authority may, upon motion, enter judgment against said party on said
stricken complaint . . . or count thereof. . . .’’
8
Practice Book § 61-4 (b) provides in relevant part: ‘‘If the trial court
renders a judgment described in this section without making a written
determination, any party may file a motion in the trial court for such a
determination within the statutory appeal period, or, if there is no applicable
statutory appeal period, within twenty days after notice of the partial judg-
ment has been sent to counsel. . . . Within twenty days after notice of such
a determination in favor of appealability has been sent to counsel, any party
intending to appeal shall file a motion for permission to file an appeal with
the clerk of the court having appellate jurisdiction. The motion shall state
the reasons why an appeal should be permitted. . . . The motion and any
opposition papers shall be referred to the chief justice or chief judge to
rule on the motion. . . .’’ In the present case, the plaintiffs had filed a
motion directed to the Chief Judge of this court seeking permission to appeal
the interlocutory ruling as to count one against UI on April 17, 2019.
9
On September 27, 2019, the parties filed a joint motion to stay trial,
pertaining to the still active count two, pending the disposition of this appeal,
which the trial court granted on October 9, 2019.
10
We likewise deny the plaintiffs’ alternative request for leave to replead
their fraudulent nondisclosure causes of action. The plaintiffs have offered
only conclusory statements and limited authority to argue that the defen-
dants would not be prejudiced if the plaintiffs were to replead.
‘‘Whe[n] an issue is merely mentioned, but not briefed beyond a bare
assertion of the claim, it is deemed to have been waived. . . . In addition,
mere conclusory assertions regarding a claim, with no mention of relevant
authority and minimal or no citations from the record, will not suffice. . . .
[F]or this court judiciously and efficiently to consider claims of error raised
on appeal . . . the parties must clearly and fully set forth their arguments
in their briefs. We do not reverse the judgment of a trial court on the basis
of challenges to its rulings that have not been adequately briefed . . . .
The parties may not merely cite a legal principle without analyzing the
relationship between the facts of the case and the law cited.’’ (Citations
omitted; internal quotation marks omitted.) Manere v. Collins, 200 Conn.
App. 356, 358–59 n.1, 241 A.3d 133 (2020).
Furthermore, an opportunity to replead would be contrary to judicial
economy in a situation, where, as here, final judgment has been rendered
on the motion to strike. Although Practice Book § 10-44 provides for the
opportunity to replead within fifteen days after the granting of any motion
to strike, such opportunity is not applicable after final judgment has been
rendered on the motion.