Crosskey Architects, LLC v. POKO Partners, LLC ( 2019 )


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    CROSSKEY ARCHITECTS, LLC v. POKO
    PARTNERS, LLC, ET AL.
    (AC 40693)
    DiPentima, C. J., and Keller and Olear, Js.
    Syllabus
    The plaintiff, an architectural firm owned by a licensed architect, C, sought
    to recover damages from the defendants for the unpaid work it had
    performed on four projects. The plaintiff alleged claims for breach of
    contract, quantum meruit and unjust enrichment regarding each of the
    four projects, and sought to pierce the corporate veil. C had a business
    relationship with K and the defendant R, who together oversaw the
    defendant business entities and owned the majority interest in nearly
    all of them. K and R managed their business entities by having the
    businesses owned by one limited liability company while being managed
    and controlled by another, and at the top of that corporate structure
    were the defendants P Co. and M Co. The trial court noted that K
    rationalized his refusal to pay the plaintiff for architectural services
    rendered for two of the projects, including a certain reservoir project,
    by claiming that the plaintiff was working ‘‘on spec’’ or without compen-
    sation for its services unless and until the projects were ultimately
    approved for funding. The court found, however, that there was no
    credible evidence that the plaintiff or C agreed to that arrangement.
    The court rendered judgment in part in favor of the plaintiff and found
    in favor of the plaintiff on three of its claims for breach of contract, as
    well as on its claim for quantum meruit as to the reservoir project. The
    trial court also pierced the corporate veil, holding K and R personally
    liable for damages awarded on each count found in favor of the plaintiff,
    and awarded prejudgment interest pursuant to statute (§ 37-3a) on all
    the damages. On the defendants’ appeal to this court, held:
    1. The defendants could not prevail on their claim that the trial court improp-
    erly pierced the corporate veil and held K and R personally liable under
    the identity rule, which was based on their claim that the court improp-
    erly found that the identity test was satisfied based solely on its finding
    that K and R controlled the defendant business entities and failed to
    examine issues of unity of interest and corporate independence: the
    defendants mischaracterized the trial court’s decision and failed to show
    that the court misapplied the identity theory, as the court properly
    examined control in addition to other factors, cited the correct law
    regarding the identity theory, found facts in support of the identity
    theory, and concluded that the plaintiff had proven it was entitled to
    compensation under the identity rule; moreover, the defendants’ claim
    that the plaintiff presented no evidence to support the identity rule was
    unavailing, as the court’s factual findings, including that P Co. and M
    Co. were the locus of power for the overall organization through which
    K and R maintained virtually unchecked power and control, supported
    the notion that the real actors were K and R, who controlled the defen-
    dant business entities as one enterprise while improperly using the
    corporate form to their benefit and to the detriment of legitimate credi-
    tors; furthermore, the defendants could not prevail on their claim that
    the trial court failed to properly consider whether the defendant business
    entities served a legitimate business purpose, as the circumstances nec-
    essary for piercing the corporate veil vary according to each case and
    the lack of a legitimate business purpose is not a necessary component
    of the identity test but, rather, is an example of the exceptional circum-
    stances under which the veil could be pierced.
    2. The defendants could not prevail on their claim that the trial court improp-
    erly found that the plaintiff was entitled to damages on the theory of
    quantum meruit as to the reservoir project, which was based on their
    claim that the plaintiff’s schematic plans only made possible an opportu-
    nity to incur a benefit in the future, and that because the reservoir
    project did not go forward, the defendants did not incur that future
    benefit and, instead, lost money; the trial court found credible the evi-
    dence that the plaintiff was not working ‘‘on spec,’’ and this court would
    not second-guess this determination, and even though the defendants
    did not receive an economic gain from the outcome of the reservoir
    project itself, under the equitable doctrine of quantum meruit, a defen-
    dant that obtains the services requested receives a benefit, and there
    was sufficient evidence for the trial court properly to determine that
    the defendants derived a benefit from the services provided by the
    plaintiff, as the court found an implied in fact contract and determined
    that the plaintiff performed architectural services as requested under
    the first phase of the unsigned contract.
    3. The defendants could not prevail on their claim that the trial court improp-
    erly calculated the amount of damages because no factual support
    existed in the record for the value of the benefit, which was based on
    their claim that K stated in his deposition testimony that the plaintiff’s
    services were provided ‘‘on spec,’’ that the defendants did not express
    any willingness to pay the plaintiff the price on its reservoir project
    invoice, and that the court found that no contract existed; the trial
    court did not find credible K’s testimony that the plaintiff was providing
    services ‘‘on spec’’ but, instead, found that K accepted the terms of the
    contract by his conduct, that K was fully aware that he had an obligation
    to pay for services, and that the parties had an implied in fact contract,
    and the court’s factual findings were supported by evidence from the
    record, including the unsigned written contract, invoices, and the testi-
    mony of witnesses for the plaintiff and the defendants, and provided a
    sufficient basis for the court to determine that the contract price, as
    expressed in the unenforceable contract, for the services rendered con-
    stitutes the measure of the value of the benefit to the defendants.
    4. The defendants’ claim that the trial court lacked the discretion to award
    statutory prejudgment interest pursuant to § 37-3a on the plaintiff’s claim
    for quantum meruit as to the reservoir project was unavailing, as an
    award for damages under the doctrine of quantum meruit falls within
    the scope of § 37-3a: this court previously has declined to create a rule
    disallowing interest under § 37-3a in an action seeking damages for
    unjust enrichment, and the defendants have not provided a compelling
    argument for disallowing statutory prejudgment interest in an action
    seeking damages in quantum meruit, as there is no reasonable distinction
    between claims sounding in unjust enrichment and those sounding in
    quantum meruit for purposes of § 37-3a; moreover, the trial court did
    not abuse its discretion in awarding prejudgment interest under the
    facts of the present case, as the court’s findings as to the reservoir
    project supported a conclusion that the money was due and payable
    pursuant to the unsigned contract, the amount claimed to be due could
    be fixed by a mathematical calculation from ascertainable data, and the
    defendants did not challenge the court’s implicit finding that the money
    was wrongfully detained.
    Argued April 15—officially released September 10, 2019
    Procedural History
    Action to recover damages for, inter alia, breach of
    contract, and for other relief, brought to the Superior
    Court in the judicial district of Hartford, where the
    action was withdrawn as to the defendant One Morn-
    ingside Drive Partners, Limited Partnership; thereafter,
    the court, Robaina, J., granted the plaintiff’s amended
    motion to cite in POKO Management Corp. as a party
    defendant; subsequently, the matter was tried to the
    court, Elgo, J.; judgment in part for the plaintiff, from
    which the defendants appealed to this court; thereafter,
    the court, Elgo, J., issued a rectification of its decision;
    subsequently, Pamela Olson, as executrix of the estate
    of Kenneth M. Olson, was substituted as a defendant.
    Affirmed.
    Thomas E. Katon, with whom, on the brief, was
    Adam D. Miller, for the appellants (defendants).
    Kirk D. Tavtigian, Jr., with whom was George M.
    Purtill, for the appellee (plaintiff).
    Opinion
    DiPENTIMA, C. J. The defendants1 POKO Partners,
    LLC, POKO Reservoir Yaremich Developers, LLC,
    POKO Cape Loom Managers, LLC, One Morningside
    Group, LLC, One Morningside Managers, LLC, One
    Morningside Owners, LLC, Capehart Ventures, LLC,
    POKO Management Corp., Richard K. Olson, and
    Pamela Olson, as executrix of the estate of Kenneth
    M. Olson,2 appeal from the judgment of the trial court
    rendered in part in favor of the plaintiff, Crosskey Archi-
    tects, LLC. On appeal, the defendants claim that the
    court (1) improperly pierced the corporate veil, (2)
    improperly found that the plaintiff was entitled to dam-
    ages on the theory of quantum meruit and (3) abused its
    discretion in awarding statutory prejudgment interest
    pursuant to General Statutes § 37-3a3 on the theory of
    quantum meruit. We affirm the judgment of the trial
    court.
    The following facts, as found by the trial court, and
    procedural history are relevant. The plaintiff is an archi-
    tectural firm owned by William Crosskey, a licensed
    architect. From 2006 to 2015, Crosskey had a business
    relationship with Kenneth Olson and his brother, Rich-
    ard Olson. The Olsons oversaw between forty to sixty
    business entities established for the purpose of com-
    mercial and residential real estate development. The
    Olsons managed their business entities by having the
    businesses owned by one limited liability company
    while being managed and controlled by another. At the
    top of this structure are POKO Partners, LLC, in which
    Kenneth Olson has a 50 percent ownership interest,
    Richard Olson has a 40 percent ownership interest and
    Pamela Olson, Kenneth Olson’s wife, has a 10 percent
    interest; and POKO Management Corp., in which Ken-
    neth Olson has a 60 percent ownership interest and
    Richard Olson has a 40 percent ownership interest.
    Either Kenneth Olson or the Olsons together own a
    majority interest in nearly all of the defendant entities.
    The defendant entities owned by the Olsons operate
    out of one office in Port Chester, New York. All of the
    personnel working out of this office are paid by either
    POKO Partners, LLC, or POKO Management Corp. The
    Olsons’ salaries are paid exclusively from POKO Man-
    agement Corp.
    In the thirteen count operative complaint, the plaintiff
    sought damages for the unpaid work it had performed
    on four projects of the Olsons: the POKO office project,
    the Reservoir project, the Morningside Drive project
    and the Capehart project. The plaintiff alleged breach
    of contract, quantum meruit and unjust enrichment
    regarding each of the four projects, and sought to pierce
    the corporate veil.
    The court described the plaintiff’s work on the four
    projects as follows. Kenneth Olson began communica-
    tions with Crosskey in 2008, regarding the POKO office
    project, which involved renovating the office in Port
    Chester. Employees of the plaintiff exchanged e-mails
    with Richard Olson and an employee of POKO Partners,
    LLC, regarding the work requested. The work requested
    was done and accepted at the hourly rates that the
    plaintiff had charged since the beginning of the plain-
    tiff’s business relationship with the Olsons. After com-
    pleting the work, Crosskey sent Kenneth Olson and
    POKO Partners, LLC, invoices totaling $4690.24 as of
    October 15, 2008, but the plaintiff was not paid. Richard
    Olson explained that the plaintiff was not paid because
    he and his brother assumed that the plaintiff would
    write off the costs.
    The Reservoir project involved new construction,
    mixed-use housing and commercial space development
    in the city of Bridgeport. In September, 2006, Kenneth
    Olson solicited the plaintiff’s architectural services.
    Although the project never went forward, the plaintiff
    performed work on the project and submitted invoices.
    The plaintiff was never paid.
    The Morningside Drive project involved a group of
    small office buildings owned by Kenneth Olson on One
    Morningside Drive in Westport. The plaintiff provided
    architectural services in connection with this project.
    POKO Management Corp. was the property manager
    for One Morningside Drive, which was being developed
    in order to sell to Newman’s Own Real Estate, LLC.
    Following the sale, POKO Management Corp. continued
    to use the plaintiff’s services for ongoing projects at One
    Morningside Drive. There was an ongoing agreement in
    which the plaintiff was solicited to provide architectural
    services and the defendants would pay the plaintiff’s
    hourly rates. Crosskey sent unpaid invoices in the
    amount of $10,480.10 to POKO Partners, LLC, and POKO
    Management Corp. One Morningside Managers, LLC,
    was the managing entity of One Morningside Group,
    LLC, in which Richard Olson and Kenneth Olson each
    had a 37.5 percent interest, respectively, and the
    remaining 25 percent was owned by employees of the
    defendant entities. One Morningside Managers, LLC,
    was dissolved in 2014, after the buildings were sold to
    Newman’s Own Real Estate, LLC, for $5.8 million. At
    that time, One Morningside Group, LLC, of which Ken-
    neth Olson was an investor, netted $1,669,702.51. In
    reliance on an agreement that he would be paid, Cros-
    skey continued to accept work from Kenneth Olson,
    but he was not paid.
    The Capehart project concerned the development of
    an old mill building in Norwich into apartment build-
    ings. Kenneth Olson signed a contract in which he was
    identified as the managing member under the auspices
    of Capehart Ventures, LLC.4 The Capehart project never
    came to fruition, and the court noted that Kenneth
    Olson’s deposition testimony revealed that ‘‘close to a
    million and a half dollars’’ was lost on the project. (Inter-
    nal quotation marks omitted.) POKO Partners, LLC, the
    project manager on this project, received $450,000 in
    project management fees. The plaintiff’s outstanding
    bill for the project totaled $31,383.93, with late charges
    totaling $63,775.71. The court noted that Kenneth Olson
    ‘‘rationalized his refusal to pay the plaintiff for architec-
    tural services rendered for the Reservoir and Capehart
    projects by claiming that the plaintiff was ‘on spec.’
    In other words, the plaintiff was effectively working
    without compensation for [its] services unless and until
    the projects were ultimately approved for funding.
    There is, however, no credible evidence that the plaintiff
    or Crosskey agreed to this arrangement.’’
    The court found in favor of the plaintiff on the first
    count of the complaint alleging breach of contract as
    to the POKO office project as against POKO Partners,
    LLC, and POKO Management Corp. in the amount of
    $4690.24 plus interest; on the fifth count of the com-
    plaint addressing the Reservoir project and seeking
    quantum meruit as to POKO Partners, LLC, POKO Man-
    agement Corp. and POKO Reservoir Yaremich Develop-
    ers, LLC, in the amount of $23,907.70 plus interest; on
    the seventh count of the complaint, alleging breach of
    contract as to the Morningside Drive project as against
    POKO Partners, LLC, POKO Management Corp., One
    Morningside Group, LLC, and One Morningside Manag-
    ers, LLC, in the amount of $10,480.09 plus interest; and
    on the tenth count of the complaint alleging breach of
    contract as to the Capehart project as against POKO
    Partners, LLC, Capehart Ventures, LLC, and POKO Cape
    Loom Managers, LLC,5 in the amount of $31,383.93 plus
    interest. The court also found that the plaintiff prevailed
    on the thirteenth count of the complaint and pierced
    the corporate veil, holding the Olsons personally liable
    for damages awarded on each count found in favor of
    the plaintiff. The court dismissed all other counts of
    the complaint as moot. The court awarded prejudgment
    interest pursuant to § 37-3a on all the damages. This
    appeal followed. Additional facts will be set forth as
    necessary.
    I
    The defendants claim that the court improperly
    pierced the corporate veil and held the Olsons person-
    ally liable under the identity rule.6 They argue that the
    court (1) misapplied the identity rule and (2) failed to
    properly consider whether the defendant entities served
    a legitimate business purpose. We are not persuaded.
    We note the following relevant law. ‘‘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 fac-
    tual findings, unless they are clearly erroneous. . . . A
    court’s determination is clearly erroneous 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 . . . . Courts will,
    however, disregard the fiction of a separate legal entity
    to pierce the shield of immunity afforded by the corpo-
    rate 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.’’ (Cita-
    tions omitted; internal quotation marks omitted.) Com-
    missioner of Environmental Protection v. State Five
    Industrial Park, Inc., 
    304 Conn. 128
    , 138–39, 
    37 A.3d 724
    (2012).
    We address the defendants’ arguments in turn.
    A
    The defendants argue that the court misapplied the
    identity rule. They contend that the court improperly
    found that the identity test was satisfied based solely
    on its finding that the Olsons controlled the defendant
    entities. They argue that control is not relevant to the
    identity test and concerns, instead, the first prong of
    the instrumentality test. We are not persuaded.
    ‘‘It is well established that [t]he . . . determination
    of the proper legal standard in any given case is a
    question of law subject to our plenary review.’’ (Internal
    quotation marks omitted.) Mirjavadi v. Vakilzadeh, 
    310 Conn. 176
    , 183, 
    74 A.3d 1278
    (2013).
    ‘‘When determining whether piercing the corporate
    veil is proper, our Supreme Court has endorsed two
    tests: the instrumentality test and the identity test.’’7
    (Internal quotation marks omitted.) KLM Industries,
    Inc. v. Tylutki, 
    75 Conn. App. 27
    , 32, 
    815 A.2d 688
    ,
    cert. denied, 
    263 Conn. 916
    , 
    821 A.2d 770
    (2003). The
    instrumentality rule has three prongs, the first of which
    requires ‘‘[c]ontrol, 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 . . . .’’8 (Internal quotation marks
    omitted.) Naples v. Keystone Building & Development
    Corp., 
    295 Conn. 214
    , 232, 
    990 A.2d 326
    (2010). To pierce
    the corporate veil under the identity rule, the plaintiff
    must 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, 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.)
    
    Id. ‘‘[T]he identity
    rule is applicable against individuals,
    as well as corporations . . . .’’ (Citation omitted.)
    
    Id., 237. The
    defendants argue that the court based its determi-
    nation that the identity rule was satisfied solely on its
    finding that the Olsons controlled the defendant entities
    and failed to examine issues of unity of interest and
    corporate independence. The defendants mischaracter-
    ize the trial court’s decision and have not shown that
    the court misapplied the identity theory. The trial court
    examined control in addition to other factors, and such
    an analysis does not evince a misapplication of the
    identity rule. The court cited the correct law regarding
    the identity theory, found facts in support of the theory
    and concluded that the plaintiff had proven it was enti-
    tled to compensation under the identity rule. ‘‘Gener-
    ally, appellate courts presume that the trial court knows
    and has applied the law correctly in the absence of
    evidence to the contrary. . . . [I]t is the burden of the
    appellant to show to the contrary.’’ (Citation omitted;
    internal quotation marks omitted.) Havis-Carbone v.
    Carbone, 
    155 Conn. App. 848
    , 867, 
    112 A.3d 779
    (2015).
    Nothing prevents a trial court from examining control
    along with other factors as a method by which to con-
    clude that certain aspects of the identity rule have been
    met. ‘‘[T]he identity rule primarily applies to prevent
    injustice in the situation where two corporate entities
    are, in reality, controlled as one enterprise . . . .’’ (Cita-
    tion omitted; emphasis added; internal quotation marks
    omitted.) Falcone v. Night Watchman, Inc., 11 Conn.
    App. 218, 221, 
    526 A.2d 550
    (1987). ‘‘No hard and fast
    rule . . . as to the conditions under which the entity
    may be disregarded can be stated as they vary according
    to the circumstances of each case. . . . It is clear that
    the key factor in any decision to disregard the separate
    corporate entity is the element of control or influence
    exercised by the individual sought to be held liable over
    corporate affairs.’’ (Citations omitted; footnote omitted;
    internal quotation marks omitted.) Angelo Tomasso,
    Inc. v. Armor Construction & Paving, Inc., 
    187 Conn. 544
    , 555–57, 
    447 A.2d 406
    (1982). ‘‘In Zaist [v. Olson,
    
    154 Conn. 563
    , 578, 
    227 A.2d 552
    (1967)], [our Supreme
    Court] found the controlling stockholder and a related
    corporation liable under an alter ego theory, concluding
    that the corporate structure of the defendant in that
    case could properly have been disregarded under either
    the instrumentality rule or the identity rule.’’ (Internal
    quotation marks omitted.) Naples v. Keystone Build-
    ing & Development 
    Corp., supra
    , 
    295 Conn. 232
    .
    Alternatively, the defendants argue essentially that
    the plaintiff presented no evidence to support the iden-
    tity rule. They also contend that the court failed to make
    certain findings, but they did not request an articulation
    on those grounds.9 Instead of focusing on findings that
    the court did not make, we note that ‘‘each case in
    which the issue is raised should be regarded as sui
    generis, to be decided in accordance with its own under-
    lying facts.’’ (Internal quotation marks omitted.) Angelo
    Tomasso, Inc. v. Armor Construction & Paving, 
    Inc., supra
    , 
    187 Conn. 556
    n.7. After a thorough examination,
    we conclude that the factual findings that the trial court
    made support a finding that the identity rule was satis-
    fied. The court found that (1) POKO Partners, LLC, and
    POKO Management Corp. were the locus of power for
    the overall organization through which the Olsons main-
    tained virtually unchecked power and control; (2)
    POKO Management Corp., ‘‘which receives ‘reimburse-
    ments’ through every company that does business with
    [the defendant entities] for expense[s], pays salaries to
    [the Olsons]’’; (3) Kenneth Olson viewed the lack of
    clarity in the overall corporate structure of the defen-
    dant entities as a virtue;10 (4) Kenneth Olson intention-
    ally misled Crosskey on the projects that did not move
    forward into providing architectural services, and later
    recast the arrangement as being ‘‘ ‘on spec’ ’’; (5) the
    defendant entities were located in one office, and
    shared all office supplies and equipment, including com-
    puters; (6) Kenneth Olson signed all of his e-mails as
    emanating from POKO Partners, LLC, regardless of
    whether another defendant entity was purporting to
    handle the matter; (7) the defendant entities were
    ‘‘stack[ed]’’ to provide the Olsons with layers of protec-
    tion; and (8) the Olsons would pay themselves first
    without notice to legitimate creditors, would dissolve
    or abandon companies when it was not convenient for
    them to proceed with a project, would ask vendors to
    supply services to companies that had no reasonable
    capitalization and would hire vendors through one com-
    pany while forming another single purpose entity in
    order to absorb liabilities.11
    ‘‘The essential purposes of the corporate structure,
    including stockholder immunity, must and will be pro-
    tected when the corporation functions as an entity in
    the normal manner contemplated and permitted by law.
    When it functions in this manner, there is nothing insidi-
    ous in stockholder control, interlocking directorates or
    identity of officers. When, however, the corporation is
    so manipulated by an individual or another corporate
    entity as to become a mere puppet or tool for the manip-
    ulator, justice may require the courts to disregard the
    corporate fiction and impose liability on the real actor.’’
    Zaist v. 
    Olson, supra
    , 
    154 Conn. 574
    –75. ‘‘When the
    statutory privilege of doing business in the corporate
    form is employed as a cloak for the evasion of obliga-
    tions, as a mask behind which to do injustice, or invoked
    to subvert equity, the separate personality of the corpo-
    ration will be disregarded.’’ (Internal quotation marks
    omitted.) Falcone v. Night Watchman, 
    Inc., supra
    , 
    11 Conn. App. 220
    . The court’s findings support the notion
    that the real actors were the Olsons, who controlled the
    defendant entities as one enterprise while improperly
    using the corporate form to their benefit and to the
    detriment of legitimate creditors. We conclude that the
    court’s finding that the particular circumstances of this
    case justify piercing the corporate veil under the iden-
    tity theory was not clearly erroneous.
    B
    The defendants next argue that the court ‘‘failed to
    properly apply the second prong of the Naples [v. Key-
    stone Building & Development 
    Corp., supra
    , 
    295 Conn. 214
    ] analysis: that the corporate entity served no legiti-
    mate business purpose . . . .’’ We disagree.
    The defendants’ argument is unavailing because it is
    premised on a misstatement of the law. As aptly stated
    by Justice Borden in his dissent in Angelo Tomasso,
    Inc. v. Armor Construction & Paving, 
    Inc., supra
    , 
    187 Conn. 575
    , ‘‘[u]nlike the instrumentality theory, under
    which there are three specific elements of proof, the
    identity theory is undifferentiated.’’ The seminal case
    of Zaist v. 
    Olson, supra
    , 
    154 Conn. 576
    , and its progeny
    express the identity rule as follows: ‘‘If [the] plaintiff
    can 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, 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.)
    In Naples v. Keystone Building & Development
    
    Corp., supra
    , 
    295 Conn. 233
    –34, our Supreme Court,
    after setting forth the identity rule, stated: ‘‘The concept
    of piercing the corporate veil is equitable in nature.
    . . . No hard and fast rule, however, as to the condi-
    tions under which the entity may be disregarded can
    be stated as they vary according to the circumstances
    of each case. . . . Ordinarily the corporate veil is
    pierced only under exceptional circumstances, for
    example, where the corporation is a mere shell, serving
    no legitimate purpose, and used primarily as an interme-
    diary to perpetuate fraud or promote injustice. . . .
    The improper use of the corporate form is the key to
    the inquiry, as [i]t is true that courts will disregard legal
    fictions, including that of a separate corporate entity,
    when they are used for fraudulent or illegal purposes.
    Unless something of the kind is proven, however, to
    do so is to act in opposition to the public policy of
    the state as expressed in legislation concerning the
    formation and regulation of corporations.’’ (Citations
    omitted; emphasis added; internal quotation marks
    omitted.)
    Our Supreme Court in Naples stated that the circum-
    stances necessary for piercing the corporate veil vary
    according to each case. 
    Id., 233. The
    court cited, as an
    example of the exceptional circumstances under which
    the veil could be pierced, the situation where a corpora-
    tion served no legitimate purpose. 
    Id. The court
    did
    not state that the lack of a legitimate purpose was an
    element necessary to pierce the corporate veil under
    the identity theory. See 
    id. Our Supreme
    Court in Naples
    noted that for reasons of public policy an improper use
    of the corporate form was key to the inquiry. 
    Id., 233–34. Because
    the lack of a legitimate business purpose is
    not a necessary component of the identity test, the
    defendants’ argument is without merit.
    II
    The defendants claim that the court improperly found
    that the plaintiff was entitled to damages on the theory
    of quantum meruit as to the Reservoir project.12 We
    disagree.
    The court found the following additional relevant
    facts regarding the Reservoir project. Kenneth Olson
    solicited the plaintiff to provide architectural services
    for this project. The plaintiff provided an initial sketch,
    which Kenneth Olson submitted in response to Bridge-
    port’s request for proposal, and POKO Partners, LLC,
    was selected. The plaintiff sent Kenneth Olson and
    POKO Partners, LLC, a contract that outlined the plain-
    tiff’s services and included a breakdown of fees
    according to the five phases of the project. Kenneth
    Olson reviewed the contract, did not sign it, but by
    his conduct accepted its terms. The Reservoir project,
    however, never went forward.
    The court did not find that an enforceable contract
    existed with respect to the Reservoir project because
    Kenneth Olson failed to sign the contract. The court
    found that the defendants used the plaintiff’s architec-
    tural services ‘‘in an attempt to secure the development
    rights for the project. This unequivocally evidences that
    the defendants received a benefit from the architectural
    services rendered because without the plaintiff’s ser-
    vices, the opportunity to secure the rights to develop
    the project would not have come to fruition. This court
    can also find that the defendants’ prior dealings with the
    plaintiff substantiates their knowledge that the plaintiff
    does not work for free or ‘on spec’ and [that] withhold-
    ing payment based on such an unfounded basis is
    unjust.’’ The court found that the plaintiff had proven
    its claim of quantum meruit and awarded $23,907.70 in
    damages plus interest.
    A
    The defendants argue that the court improperly deter-
    mined that they received a benefit from the plaintiff’s
    architectural services on the Reservoir project. They
    contend that the plaintiff’s schematic plans only made
    possible an opportunity to incur a benefit in the future,
    but because the Reservoir project did not go forward,
    the defendants did not incur that future benefit and,
    instead, lost money. The defendants further argue that
    they did not unjustly fail to pay because both parties
    were working ‘‘ ‘on spec’ ’’ and, therefore, neither party
    was compensated when the project did not go forward.
    We are not persuaded.
    ‘‘Determining whether the equitable [doctrine] of
    quantum meruit . . . [is] applicable in any case
    requires a factual examination of the particular circum-
    stances and conduct of the parties. . . . The factual
    findings of a trial court must stand, therefore, unless
    they are clearly erroneous or involve an abuse of discre-
    tion. . . . When a trial court’s legal conclusions are
    challenged, however, 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.’’ (Citations omitted; internal quotation marks
    omitted.) David M. Somers & Associates, P.C. v. Busch,
    
    283 Conn. 396
    , 407, 
    927 A.2d 832
    (2007).
    ‘‘Quantum meruit is a theory of contract recovery
    that does not depend upon the existence of a contract,
    either express or implied in fact. . . . Rather, quantum
    meruit arises out of the need to avoid unjust enrichment
    to a party, even in the absence of an actual agreement.
    . . . Quantum meruit literally means as much as he has
    deserved . . . . Centered on the prevention of injus-
    tice, quantum meruit strikes the appropriate balance
    by evaluating the equities and guaranteeing that the
    party who has rendered services receives a reasonable
    sum for those services.’’ (Citations omitted; internal
    quotation marks omitted.) Gagne v. Vaccaro, 
    255 Conn. 390
    , 401, 
    766 A.2d 416
    (2001).
    We are not persuaded by the defendants’ argument
    that they did not unjustly fail to pay. The defendants
    highlight the deposition testimony of Kenneth Olson
    in which he stated that it was his understanding that
    services for the Reservoir project were provided ‘‘ ‘on
    spec.’ ’’ The court had before it the unsigned contract
    that included a fee proposal. Crosskey testified that he
    did not agree to work for free and that there was nothing
    in the unsigned contract concerning free work. The
    court found credible the evidence that the plaintiff was
    not working ‘‘ ‘on spec,’ ’’ and we will not second-guess
    this determination. ‘‘Because it is the trial court’s func-
    tion to weigh the evidence and determine credibility, we
    give great deference to its findings.’’ (Internal quotation
    marks omitted.) Ackerman v. Sobol Family Partner-
    ship, LLP, 
    298 Conn. 495
    , 508, 
    4 A.3d 288
    (2010).
    Our review of the record persuades us that there was
    sufficient evidence for the court properly to determine
    that the defendants derived a benefit from the plaintiff’s
    services. Crosskey testified that Bridgeport put out a
    request for proposal to development teams and that
    Kenneth Olson solicited his services to draw a sketch
    to submit in response. He testified that ‘‘once [Kenneth
    Olson] was awarded the project as the selected devel-
    oper he then asked me to put together a fee proposal
    to do the architectural and engineering services for the
    remainder of the project.’’ Crosskey explained that after
    Kenneth Olson had received the contract, which
    included a fee proposal, he instructed Crosskey to con-
    tinue to work. Crosskey also testified that he made
    plans for the project that included, among other things,
    schematic plans, a site plan, floor plans of the individual
    apartments, color renderings for the building exterior
    and a zoning regulation review. Crosskey further testi-
    fied that Kenneth Olson used the plans.
    Although the defendants did not receive an economic
    gain from the outcome of Reservoir project itself, it
    was not improper for the court to determine that the
    defendants, nonetheless, received a benefit from the
    services that the plaintiff provided with respect to the
    Reservoir project. The court found an implied in fact
    contract and determined that the plaintiff performed
    architectural services as requested under the first phase
    of the unsigned contract.
    Under the equitable doctrine of quantum meruit, a
    defendant that obtains the services requested receives
    a benefit. ‘‘Quantum meruit is usually a remedy based
    on implied contract and usually relates to the benefit
    of work, labor or services received by the party who
    was unjustly enriched . . . .’’ (Citation omitted.)
    United Coastal Industries, Inc. v. Clearheart Construc-
    tion Co., 
    71 Conn. App. 506
    , 512, 
    802 A.2d 901
    (2002).
    ‘‘The defendant is benefitted when he gets what he
    wants, regardless of market value.’’ 1 D. Dobbs, Law
    of Remedies (2d Ed. 1993) § 4.5 (2), p. 634. ‘‘Requested
    services are treated as benefits to the person who made
    the request.’’ 
    Id., § 4.5
    (4), p. 651. ‘‘[E]quitable remedies
    are not bound by formula but are molded to the needs
    of justice.’’ (Internal quotation marks omitted.) Stewart
    v. King, 
    121 Conn. App. 64
    , 71, 
    994 A.2d 308
    (2010). We
    conclude that it was within the province of the court,
    in examining the circumstances and the conduct of the
    parties and in balancing the equities, to determine that
    the plaintiff was entitled to recovery under the doctrine
    of quantum meruit.
    B
    The defendants next argue that the court improperly
    calculated the amount of damages because no factual
    support existed in the record for the value of the benefit.
    In support of this argument, the defendants contend
    that Kenneth Olson stated in his deposition testimony
    that the plaintiff’s services were provided ‘‘ ‘on spec,’ ’’
    that the defendants did not express any willingness to
    pay the plaintiff the price on its Reservoir project
    invoice and that the court found that no contract
    existed. We are not persuaded.
    ‘‘The amount of damages available under [quantum
    meruit], if any, is . . . a question for the trier of fact.
    . . . The factual findings of a trial court must stand,
    therefore, unless they are clearly erroneous or involve
    an abuse of discretion. . . . The measure of damages
    in restitution is the reasonable value of the benefit to
    the defendant. . . . [W]herever justice requires com-
    pensation to be given for property or services rendered
    under a contract, and no remedy is available by an
    action on the contract, restitution of the value of what
    has been given must be allowed. . . .
    ‘‘The measure of restitution is essentially equitable,
    its basis being that in a given situation it is contrary to
    equity and good conscience for one to retain a benefit
    which has come to him at the expense of another. . . .
    With no other test than what, under a given set of
    circumstances, is just or unjust, equitable or inequita-
    ble, conscionable or unconscionable, it becomes neces-
    sary in any case where the benefit of the doctrine is
    claimed, to examine the circumstances and the conduct
    of the parties and apply this standard. . . .
    ‘‘A court may select from among several methods
    of determining the amount of recovery in restitution,
    depending on the circumstances and conduct of the
    parties in a particular case. . . . Although not directly
    enforceable under the contract, the contract price is
    evidence of the reasonable value of the benefit the
    defendant received from the plaintiff.’’ (Citations omit-
    ted; footnote omitted; internal quotation marks omit-
    ted.) Walpole Woodworkers, Inc. v. Manning, 
    307 Conn. 582
    , 588–90, 
    57 A.3d 730
    (2012).
    We note that the court did not find credible Kenneth
    Olson’s testimony that the plaintiff was providing ser-
    vices ‘‘ ‘on spec.’ ’’ The court found that Kenneth Olson
    accepted the terms of the contract by his conduct, and
    that he was fully aware that he had an obligation to
    pay for services. The court further found that Kenneth
    Olson’s failure to sign the contract made it ambiguous
    as to who or which entity was liable under the contract
    and made ‘‘it difficult for [the] court to find that there
    was a meeting of the minds with respect to the con-
    tracting party relative to [the Reservoir project].’’ The
    court additionally found that ‘‘[u]nder the various appli-
    cations of quantum meruit under the Restatement
    [(Third) of Restitution and Unjust Enrichment], and
    given the equitable character of the doctrine, [the] court
    finds that the ambiguity as to which entity entered into
    a contract is not fatal to the plaintiff’s ability to demon-
    strate that it is entitled to the value of services conferred
    upon the defendants pursuant to the contract, albeit
    unsigned.’’ The court determined that the parties had
    an implied in fact contract and awarded damages in
    the amount of $23,907.70, plus interest, for services
    rendered under the doctrine of quantum meruit.
    The court’s factual findings are supported by evi-
    dence from the record and provide a sufficient basis
    for the court to determine that the contract price, as
    expressed in the unenforceable contract, for the ser-
    vices rendered constitutes the measure of the value of
    the benefit to the defendants. The court had for its
    review the unsigned written contract, the invoices, as
    well as the testimony of witnesses for the plaintiff and
    the defendants. Crosskey testified that he sent a written
    contract to Kenneth Olson regarding the Reservoir proj-
    ect and that, after Bridgeport selected their proposal,
    Kenneth Olson asked Crosskey to make a fee proposal
    for the architectural and engineering services for the
    remainder of the project. The contract included a break-
    down of the plaintiff’s fees according to the five phases
    of the project. The court found that because the project
    did not go forward, the plaintiff provided only one-half
    of the schematic design services that were contem-
    plated under the first phase of the project. The contract
    showed a total fee of $45,500 for the schematic design
    under the first phase of the project. The invoice the
    plaintiff sent to Kenneth Olson reflected that 50 percent
    of the schematic design services were provided under
    the first phase of the project, at a cost of $22,750, and
    that the professional design services provided by Cros-
    skey, plus postal charges and in-house printing, totaled
    $1157.70, for a total principal amount of $23,907.70.
    The defendants also argue that ‘‘[d]ue to the uncertain
    value of a mere opportunity to compete for a municipal
    contract, the plaintiff was required to set forth further
    evidence that its invoice on the Reservoir project
    reflected a reasonable value of the benefit to the defen-
    dants.’’ As we have stated in part II A of this opinion,
    the court’s finding of a benefit was supported by the
    record. It was within the province of the court to deter-
    mine, in balancing the equities, that the proper valuation
    of the benefit conferred on the defendants was the
    monetary value of the services performed by the plain-
    tiff as reflected in the unsigned written contract. We
    conclude that the court’s award of damages was not
    clearly erroneous.
    III
    The defendants’ last claim is that the court improperly
    awarded statutory prejudgment interest pursuant to
    § 37-3a on the plaintiff’s claim for quantum meruit as
    to the Reservoir project.13 We disagree.
    The defendants argue that the court lacked the discre-
    tion to award prejudgment interest under § 37-3a on
    the plaintiff’s claim for quantum meruit. Because this
    claim requires us to consider the scope of § 37-3a, our
    review is plenary. ‘‘To the extent that the defendant is
    challenging the applicability of § 37-3a under the cir-
    cumstances . . . our review is plenary.’’ Chapman
    Lumber, Inc. v. Tager, 
    288 Conn. 69
    , 100, 
    952 A.2d 1
    (2008).
    ‘‘[T]here is no right to recover interest in a civil action
    unless a statute provides for interest.’’ Foley v. Hunting-
    ton Co., 
    42 Conn. App. 712
    , 737, 
    682 A.2d 1026
    , cert.
    denied, 
    239 Conn. 931
    , 
    683 A.2d 397
    (1996). Section 37-
    3a (a) provides in relevant part: ‘‘[I]nterest at the rate
    of ten per cent a year, and no more, may be recovered
    and allowed in civil actions or arbitration proceedings
    . . . as damages for the detention of money after it
    becomes payable. . . .’’
    ‘‘Section 37-3a provides a substantive right that
    applies only to certain claims. . . . Under § 37-3a, an
    allowance of prejudgment interest turns on whether
    the detention of the money is or is not wrongful under
    the circumstances. . . . There are well established
    propositions that § 37-3a provides for interest on money
    detained after it becomes due and payable, that the
    question under that statute is whether the money was
    wrongfully withheld . . . . The statute, therefore,
    applies to claims involving the wrongful detention of
    money after it becomes due and payable. . . . To
    award § 37-3a interest, two components must be pres-
    ent. First, the claim to which the prejudgment interest
    attaches must be a claim for a liquidated sum of money
    wrongfully withheld and, second, the trier of fact must
    find, in its discretion, that equitable considerations war-
    rant the payment of interest.’’14 (Citation omitted;
    emphasis omitted; internal quotation marks omitted.)
    Reyes v. Chetta, 
    143 Conn. App. 758
    , 770, 
    71 A.3d 1255
    (2013). ‘‘[P]rejudgment interest for money detained
    after it becomes due is compensatory because it com-
    pensates or reimburses plaintiffs for the interest they
    could have earned on the money that was rightfully
    theirs, but that was not paid when it became due.’’
    (Internal quotation marks omitted.) Chapman Lumber,
    Inc. v. 
    Tager, supra
    , 
    288 Conn. 102
    n.36. ‘‘Detention of
    money may be wrongful even if a party had a good faith
    basis for nonpayment.’’ Nation Electrical Contracting,
    LLC v. St. Dimitrie Romanian Orthodox Church, 
    144 Conn. App. 808
    , 820, 
    74 A.3d 474
    (2013).
    ‘‘When a debtor knows precisely how much he is to
    pay and to whom he is to pay it, his debt is a liquidated
    one. . . . An amount claimed to be due is a liquidated
    sum when it is susceptible of being made certain in
    amount by mathematical calculations from factors
    which are or ought to be in the possession or knowledge
    of the party to be charged. . . . Unliquidated damages,
    on the other hand, are those which are not yet reduced
    to a certainty in respect to amount, nothing more being
    established than the plaintiff’s right to recover; or such
    as cannot be fixed by a mere mathematical calculation
    from ascertainable data in the case.’’ (Citations omitted;
    internal quotation marks omitted.) Costello v. Hartford
    Institute of Accounting, Inc., 
    193 Conn. 160
    , 165–66,
    
    475 A.2d 310
    (1984).
    ‘‘Prejudgment interest pursuant to § 37-3a has been
    applied to breach of contract claims for liquidated dam-
    ages, namely, where a party claims that a specified sum
    under the terms of a contract, or a sum to be determined
    by the terms of the contract, owed to that party has
    been detained by another party. . . . It has also been
    applied to breach of contract claims where the partial
    performance of one party caused the other party spe-
    cific damages . . . . [Section] 37-3a [is] inapplicable
    to claims for punitive damages because those damages
    do not become payable before judgment. . . . Personal
    injury claims seek to make persons whole by monetarily
    compensating them for a loss negligently caused by
    others. Damages are typically uncertain and the pur-
    pose of the damages is to restore the injured, as nearly
    as money can, to the status they were enjoying and
    would have continued to enjoy prior to the negligent
    act. Such claims do not seek to regain money detained
    by another.’’ (Citations omitted; footnotes omitted.)
    Foley v. Huntington 
    Co., supra
    , 
    42 Conn. App. 740
    –42.
    In Nation Electrical Contracting, LLC v. St. Dimitrie
    Romanian Orthodox 
    Church, supra
    , 
    144 Conn. App. 820
    , we declined the defendant’s invitation to create
    a rule disallowing interest under § 37-3a in an action
    seeking damages for unjust enrichment. In that case,
    the defendant entered into a contract with a general
    contractor for the construction of a church, and the
    general contractor retained the plaintiff subcontractor
    to provide electrical work. 
    Id., 810. The
    plaintiff had
    not entered into a contractual agreement with the defen-
    dant. 
    Id. The plaintiff
    submitted invoices to the general
    contractor which, in turn, submitted invoices to the
    defendant, which invoices included the sums sought by
    the plaintiff. 
    Id. The defendant
    did not pay the general
    contractor fully and made no direct payments to the
    plaintiff. 
    Id., 811. The
    plaintiff brought an action against
    the defendant claiming, inter alia, unjust enrichment.
    
    Id., 811–12. The
    trial court concluded that the defendant
    was liable to the plaintiff for unjust enrichment and
    awarded damages, prejudgment interest, and costs. 
    Id., 814. On
    appeal, we concluded that ‘‘[the] matter falls
    squarely within the scope of § 37-3a’’ and reasoned that
    the defendant received an invoice for payment from
    the general contractor that included work performed
    by the plaintiff and that the amounts were due and
    owing to the plaintiff. 
    Id., 820–21. Nation
    Electrical Contracting, LLC, demonstrates
    the existence of factual scenarios wherein statutory
    prejudgment interest is appropriate in claims seeking
    restitution. The defendants have not provided a compel-
    ling argument for disallowing statutory prejudgment
    interest in an action seeking damages in quantum
    meruit, and we see no reasonable distinction between
    claims sounding in unjust enrichment and those sound-
    ing in quantum meruit for purposes of § 37-3a. ‘‘[B]oth
    unjust enrichment and quantum meruit are doctrines
    allowing recovery on the theory of restitution, that is,
    the restoration to a party of something of which he was
    deprived because of the unjust enrichment of another
    at his expense. . . . [U]njust enrichment has been the
    form of action commonly pursued in this jurisdiction
    when the benefit that the enriched party receives is
    either money or property. . . . The other form of
    action for restitution is quantum meruit, which has been
    utilized when the benefit received was the work, labor,
    or services of the party seeking restitution.’’ (Citations
    omitted; internal quotation marks omitted.) Schirmer
    v. Souza, 
    126 Conn. App. 759
    , 765–66, 
    12 A.3d 1048
    (2011). ‘‘The measure of damages in restitution is the
    reasonable value of the benefit to the defendant. . . .
    Although not directly enforceable under the contract,
    the contract price is evidence of the reasonable value
    of the benefit the defendant received from the plaintiff.’’
    (Citations omitted; footnote omitted; internal quotation
    marks omitted.) Walpole Woodworkers, Inc. v. Man-
    
    ning, supra
    , 
    307 Conn. 589
    –90.
    In concluding that an award for damages under the
    doctrine of quantum meruit falls within the scope of
    § 37-3a, we next turn to whether the court abused its
    discretion in awarding prejudgment interest under the
    facts of this case. See Chapman Lumber, Inc. v. 
    Tager, supra
    , 
    288 Conn. 99
    (‘‘[t]he decision of whether to grant
    interest under § 37-3a is primarily an equitable determi-
    nation and a matter lying within the discretion of the
    trial court’’ [internal quotation marks omitted]). In the
    present case, the court did not abuse its discretion
    in awarding prejudgment interest under § 37-3a. The
    quantum meruit claim involved a liquidated sum of
    money that the defendants had withheld from the plain-
    tiff. The unsigned contract, which the court found Ken-
    neth Olson reviewed and accepted its terms by his con-
    duct, included a payment schedule, and the plaintiff sent
    invoices to the Olsons for $23,907.70 for the services
    it had provided. In its complaint, the plaintiff sought
    damages for the nonpayment of $23,907.70 that it was
    owed for services rendered. The defendants did not
    pay the plaintiff. The court found that Kenneth Olson
    intentionally misled Crosskey into providing architec-
    tural services and then recast their arrangement as
    being ‘‘ ‘on spec.’ ’’ The court awarded prejudgment
    interest on the damages for the Reservoir project, begin-
    ning on December 31, 2008, thirty days after the final
    invoice. Under the facts of this case, the amount claimed
    to be due could be fixed by a mathematical calculation
    from ascertainable data. See Costello v. Hartford Insti-
    tute of Accounting, 
    Inc., supra
    , 
    193 Conn. 165
    –66. The
    court’s findings as to the Reservoir project support a
    conclusion that the money was due and payable, and
    the defendants do not challenge the court’s implicit
    finding that the money was wrongfully detained. We
    conclude, therefore, that the court did not abuse its
    discretion in awarding prejudgment interest on the
    quantum meruit claim as to the Reservoir project.
    The judgment is affirmed.
    In this opinion the other judges concurred.
    1
    The original complaint also named One Morningside Drive Partners,
    Limited Partnership as a defendant. The action was later withdrawn as to
    that defendant.
    2
    Kenneth M. Olson died during the pendency of this appeal, and Pamela
    Olson filed a motion to substitute party, which was granted. For ease of
    reference, we will refer to the individual defendants as Richard Olson or
    Kenneth Olson or, collectively, as the Olsons.
    3
    Although § 37-3a was the subject of technical amendments in 2018; see
    Public Acts 2018, No. 18-94, § 32; those amendments have no bearing on
    the merits of this appeal. In the interest of simplicity, we refer to the current
    revision of the statute.
    4
    The record reflects that Crosskey sent Kenneth Olson a signed proposal
    for the Capehart project and Kenneth Olson signed it.
    5
    Although the court found, as to count ten of the operative complaint,
    that only POKO Partners, LLC, Capeheart Ventures, LLC, and POKO Cape
    Loom Managers, LLC, breached the contract, the complaint alleged that
    POKO Management Corp. also breached the contract.
    6
    The plaintiff argues that it is unnecessary to review the piercing of the
    corporate veil claim because the court found the Olsons directly liable on
    the first, fifth, seventh and tenth counts. We do not agree with the plaintiff’s
    interpretation of the trial court’s decision. The question of whether the
    Olsons were directly liable for damages on the first, fifth, seventh and tenth
    counts was not before the trial court. The allegations in the complaint did
    not seek to impose direct liability on the Olsons, and only the thirteenth
    count of the complaint sought to impose liability for business debts on the
    Olsons by piercing the corporate veil. The court concluded that the plaintiff
    met its burden of establishing that the corporate veil should be pierced and,
    as a result, found that the Olsons were personally liable. Accordingly, we
    will review this claim.
    7
    The instrumentality rule and the identity rule also apply to the protection
    afforded by a limited liability company. Morris v. Cee Dee, LLC, 90 Conn.
    App. 403, 414, 
    877 A.2d 899
    , cert. granted, 
    275 Conn. 929
    , 
    883 A.2d 1245
    (2005) (appeal withdrawn March 13, 2006).
    8
    The remaining prongs of the instrumentality rule, which are not impli-
    cated in this claim, are as follows: ‘‘(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 positive legal duty, or a dishonest or unjust act in
    contravention 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.’’ (Internal quotation marks omitted.) Naples v. Keystone
    Building & Development Corp., 
    295 Conn. 214
    , 232, 
    990 A.2d 326
    (2010).
    9
    The defendants further argue that evidence was presented at trial that
    POKO Reservoir Yaremich Developers, LLC, Capehart Ventures, LLC, and
    Cape Loom Managers, LLC, filed and maintained records with the Secretary
    of State, maintained a separate bank account, and filed tax returns. The
    court did not state in its memorandum of decision whether it found this
    evidence credible. If the defendants wanted to have the court specify whether
    it found this evidence credible, they could have requested an articulation
    on those grounds. See Practice Book § 66-5.
    10
    The court further found that Kenneth Olson’s deposition testimony
    ‘‘smacks of elusive game playing semantics’’ and that the lack of clarity in
    certain aspects of his testimony indicated that he was attempting to insulate
    the main defendant entities, as well as himself, from liability.
    11
    The defendants argue that the court’s finding that single purpose entities
    were used to absorb liabilities was clearly erroneous. The court determined
    that the ‘‘establishment of ‘single purpose entities,’ while not nefarious in
    and of [itself], in this case was used to absorb liabilities, which the entity,
    specifically, POKO Reservoir Yaremich Developers, LLC, and Capehart Ven-
    tures, LLC, did not originally enter into.’’ This finding is supported by the
    court’s additional findings. The court found that Kenneth Olson and POKO
    Partners, LLC, ‘‘do not dispute that they procured architectural services
    from Crosskey at the outset of [the Reservoir and Capehart] projects, but
    claim that upon the establishment of a ‘single purpose entity’ like POKO
    Reservoir Yaremich Developers, LLC, and Capehart Ventures, LLC, the enti-
    ties, as opposed to POKO Partners, LLC, under whose auspices [the] court
    finds solicited Crosskey’s services, would begin assuming liability for bills
    associated with the project. This arrangement was effective, according to
    [Kenneth] Olson, even though, as Crosskey testified, the plaintiff’s services
    were typically 75 percent complete by the time the single purpose entity
    was formed.’’ The court also found that after the plaintiff sent invoices
    regarding the Reservoir project, Kenneth Olson stated that he and his brother
    ‘‘ ‘would remain open-minded’ ’’ on the issue of the payment dispute, and
    approximately one month later, POKO Reservoir Yaremich Developers, LLC,
    was dissolved.
    12
    The court found that the plaintiff had proven its claim of quantum meruit
    against POKO Partners, LLC, POKO Management Corp., and POKO Reservoir
    Yaremich Developers, LLC, and against the Olsons by virtue of piercing the
    corporate veil.
    13
    See footnote 12 of this opinion.
    14
    In Travelers Property & Casualty Co. v. Christie, 
    99 Conn. App. 747
    ,
    765 n.13, 
    916 A.2d 114
    (2007), we stated that ‘‘[w]e have found one contrary
    case as to the lack of a need for a liquidated sum in order to obtain . . .
    § 37-3a interest, penned in the early years of the twentieth century. Loomis
    v. Gillett, 
    75 Conn. 298
    , 
    53 A. 581
    (1902). Although the case has never been
    overruled, it has never been cited for the proposition that prejudgment
    interest is appropriate when damages are unliquidated. We conclude that
    the reasoning of that case has not been adopted in cases decided after 1902.’’