Success, Inc. v. Curcio ( 2015 )

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SUCCESS, INC. v. GUS CURCIO, JR., ET AL.
(AC 36458)
Sheldon, Keller and Norcott, Js.
Argued May 20—officially released September 29, 2015
(Appeal from Superior Court, judicial district of
Fairfield, Housing Session, Rodriguez, J.)
Barbara M. Schellenberg, with whom, on the brief,
was Vincent M. Marino, for the appellants (named
defendant et al.).
Jonathan J. Klein, with whom, on the brief, were
Sharon L. Levy and John R. Bryk, for the appellee
(plaintiff).
Opinion
KELLER, J. In this summary process action, the
defendants Gus Curcio, Jr., and Theresa Smyers1 appeal
following the trial court’s denial of their motion to dis-
miss for lack of subject matter jurisdiction and the
rendering of judgment of immediate possession of
premises located in Stratford in favor of the plaintiff,
Success, Inc. The defendants claim that the court erred
in: (1) denying their motion to dismiss and finding that
the plaintiff had standing as the legal owner of the
property to pursue its summary process action, (2)
improperly rendering judgment of immediate posses-
sion in favor of the plaintiff because Curcio, Jr., is the
beneficial owner of the property, and (3) improperly
failing to impose a constructive trust in favor of the
defendants. We agree with the defendants that the plain-
tiff failed to sufficiently prove legal ownership of the
premises and, as a result, lacked standing to initiate
the summary process action. Accordingly, we reverse
the judgment of the court and remand this case with
direction to dismiss the plaintiff’s action.2
The following facts and procedural history are rele-
vant to this appeal. The subject premises in Stratford
have been the home of Curcio, Jr., since 1995. At the
time this action was commenced, he resided there with
his girlfriend, Smyers, and five children. The plaintiff
served a notice to quit on the defendants on August 25,
2012, and filed a three count complaint on September
27, 2012. The defendants filed an answer and nine spe-
cial defenses on October 4, 2012, to which the plaintiff
replied on October 10, 2012, leaving the defendants to
their proof.3 The plaintiff subsequently amended the
first count of its complaint on March 12, 2014. The first
count of the amended complaint alleges that on or about
April 1, 2012, the plaintiff and the defendants ‘‘entered
into an oral month-to-month lease, which was renewed
on consecutive months thereafter, for use and occu-
pancy of premises’’ in Stratford. It further alleges that
‘‘the plaintiff and defendant[s] never had an agreement
as to monetary compensation for the premises’’ and
that ‘‘[a]lthough said defendants previously had a right
or privilege to occupy the premises, said right or privi-
lege has terminated.’’ The second count alleges that
‘‘[t]he monthly tenancy expires on the LAST day of
each consecutive month and has terminated by lapse
of time.’’ (Emphasis omitted.) The third count alleges
that the defendants ‘‘commenced occupancy of the
premises [o]n or about January 1, 2007,’’ and ‘‘never
had a right or privilege to occupy the premises.’’4
On May 13, 2013, the defendants filed a motion to
dismiss, claiming that the court lacked subject matter
jurisdiction because Curcio, Jr., as the beneficial owner
of the property and the sole shareholder of a Connecti-
cut corporation, JD’s Cafe´, I Inc. (JD’s Cafe´), which
obtained title to the premises on July 19, 2007, never
authorized any subsequent transfer of the premises.5
The defendants argued, therefore, that the plaintiff
lacked standing to initiate its summary process action
because it was not the owner of the premises at the
time it served the defendants with the requisite notice
to quit or at the time it filed its complaint, and that no
landlord-tenant relationship ever existed between the
parties. At the beginning of trial on October 18, 2013,
with the agreement of the parties, the court reserved
judgment on the motion to dismiss because the claims
asserted in the motion would require the same evidence
as the evidence admitted during trial.
On January 13, 2014, the court issued its decision
from the bench, denying the motion to dismiss and
ordering judgment of immediate possession in favor of
the plaintiff. Subsequently, the court, Rodriguez, J.,
issued an articulation of its decision.6
In rendering its decision, the court found the follow-
ing facts. Curcio, Jr., resided in the premises since
approximately 1995 and, at that time, he acquired title
to them. Subsequently, he conveyed title to the premises
and, at the time of this action, no longer owned the
premises, although he remained in possession of them
with Smyers. On March 26, 2012, after other convey-
ances had already occurred affecting the title to the
premises, the plaintiff received title from Cummings
Enterprises, Inc., which was recorded on the Stratford
land records on April 2, 2012. Since the date of that
conveyance, the plaintiff has been and remains the
holder of title to the premises. The plaintiff is a limited
liability company, and Gus Curcio, Sr., is its president.7
The plaintiff, as owner of the premises, caused a notice
to quit to be served upon the defendants on or about
August 25, 2012, which called upon them to vacate the
premises by August 31, 2012. The defendants remained
in possession of the premises at all relevant times since
being served with the notice to quit and are the only
adult occupants of the premises.
In denying the defendants’ motion to dismiss, the
court concluded that the claim of Curcio, Jr., that he,
and not the plaintiff, was the owner of the premises,
was unfounded and that the notice to quit was not
defective. The court then concluded that the plaintiff
did not prove the allegations set forth in counts two
and three of its complaint, as amended, and rendered
judgment in favor of the defendants on those two
counts. The court also concluded that there was insuffi-
cient evidence to prove the allegations contained in the
defendants’ special defenses, and determined that the
fourth special defense, estoppel, and the eighth special
defense, the plaintiff’s lack of ownership and the lack
of any tenancy, were ‘‘moot.’’
The court rendered judgment in favor of the plaintiff
on the first count of the amended complaint. It found
that the plaintiff was the owner of the premises and
that the defendants originally had a right or privilege
to occupy the premises but that such right or privilege
was terminated, that the plaintiff caused a proper notice
to quit possession to be served upon the defendants to
vacate the premises on or before the date specified in
the notice to quit, and that, although the time given to
the defendants to vacate had expired, the defendants
remained in possession of the premises. The court indi-
cated that, in making its decision, it also ‘‘considered
the history and nature of the relationship by and
between the plaintiff’s president, Curcio, Sr., and the
defendants, including equitable as well as legal consid-
erations.’’8 The court rendered judgment of immediate
possession on the first count and ordered a stay until
July 1, 2014. On February 19, 2014, the court granted
the defendants’ motion for use and occupancy in lieu
of bond, ordering payment of $2000 per month. This
appeal followed. Additional facts will be set forth as
necessary.
The defendants’ first claim, which is that the court
erred in not dismissing this action because the plaintiff
failed to meet its burden of proving that it owned the
premises and, therefore, lacked standing to pursue this
summary process action, is dispositive of this appeal.
In support of their claim, the defendants argue that the
court improperly relied on two quitclaim deeds that had
been recorded in the Stratford land records, certified
copies of which were admitted into evidence. After
a thorough review of the testimony and documentary
exhibits, we conclude that the court’s finding that the
plaintiff was the owner of the premises at the time
it initiated its summary process action in 2012 is not
supported by a fair preponderance of the evidence.
‘‘Summary process is a special statutory procedure
designed to provide an expeditious remedy. . . . It
enable[s] landlords to obtain possession of leased prem-
ises without suffering the delay, loss and expense to
which, under the common-law actions, they might be
subjected by tenants wrongfully holding over their
terms. . . . Summary process statutes secure a prompt
hearing and final determination. . . . Therefore, the
statutes relating to summary process must be narrowly
construed and strictly followed.’’ (Internal quotation
marks omitted.) Getty Properties Corp. v. ATKR, LLC,
315 Conn. 387, 405–406, 107 A.3d 931 (2015).
In a summary process action based on the plaintiff’s
claim that the defendant originally had the right or
privilege to occupy the premises but that any such right
or privilege has terminated, the plaintiff must prove, by
a fair preponderance of the evidence, all the elements
of the case. The essential elements are: (1) the plaintiff
is the owner of the property; (2) the defendant originally
had a right or privilege to occupy the premises but such
right or privilege has terminated; (3) the plaintiff caused
a proper notice to quit possession to be served on the
defendant to vacate the premises on or before a certain
date; and (4) although the time given the defendant to
vacate in the notice to quit possession has passed, the
defendant remains in possession of the premises. See
General Statutes § 47a-23 (a) (3).9
As a threshold issue, in order to prevail, the plaintiff
must prove the essential element of ownership of the
premises, which implicates standing. ‘‘It is well estab-
lished that [a] party must have standing to assert a
claim in order for the court to have subject matter
jurisdiction . . . . Standing is the legal right to set judi-
cial machinery in motion. One cannot rightfully invoke
the jurisdiction of the court unless he . . . has, in an
individual or representative capacity, some real interest
in the cause of action, or a legal or equitable right, title
or interest in the subject matter of the controversy.’’
(Internal quotation marks omitted.) Countrywide
Home Loans Service, LP v. Creed, 145 Conn. App. 38,
50–51, 75 A.3d 38, cert. denied, 310 Conn. 936, 79 A.3d
889 (2013). ‘‘When standing is put in issue, the question
is whether the person whose standing is challenged is
a proper party to request an adjudication of the issue
. . . .’’ (Internal quotation marks omitted.) AvalonBay
Communities, Inc. v. Orange, 256 Conn. 557, 568, 775
A.2d 284 (2001).
Section 47a-23 (a) provides in relevant part: ‘‘When
the owner . . . desires to obtain possession or occu-
pancy of any land . . . and . . . (3) when one origi-
nally had the right or privilege to occupy such premises
but such right or privilege has terminated . . . such
owner . . . shall give notice to each . . . occupant to
quit possession or occupancy of such land . . . before
the time specified in the notice for the lessee or occu-
pant to quit possession or occupancy.’’ General Statutes
§ 47a-1 (e) defines ‘‘owner’’ as ‘‘one or more persons,
jointly or severally, in whom is vested (1) all or part of
the legal title to property, or (2) all or part of the benefi-
cial ownership and a right to present use and enjoyment
of the premises and includes a mortgagee in posses-
sion.’’ ‘‘Vested’’ is defined as ‘‘[h]aving become a com-
pleted, consummated right for present or future
enjoyment; not contingent; unconditional; absolute.’’
Black’s Law Dictionary (9th Ed. 2009) p. 1699.
Where a plaintiff issuing a notice to quit is not the
owner of the property when the notice to quit is served,
the notice to quit is defective, which deprives the court
of subject matter jurisdiction. ‘‘Before the [trial] court
can entertain a summary process action and evict a
tenant, the owner of the land must previously have
served the tenant with notice to quit. . . . As a condi-
tion precedent to a summary process action, proper
notice to quit [pursuant to § 47a-23] is a jurisdictional
necessity.’’ (Internal quotation marks omitted.) Bayer
v. Showmotion, Inc., 292 Conn. 381, 388, 973 A.2d
1229 (2009).
‘‘A motion to dismiss . . . properly attacks the juris-
diction of the court, essentially asserting that the plain-
tiff cannot as a matter of law and fact state a cause of
action that should be heard by the court.’’ (Internal
quotation marks omitted.) Caruso v. Bridgeport, 285
Conn. 618, 627, 941 A.2d 266 (2008). ‘‘Any claim of
lack of jurisdiction over the subject matter cannot be
waived; and whenever it is found after suggestion of
the parties or otherwise that the court lacks jurisdiction
of the subject matter, the judicial authority shall dismiss
the action.’’ Practice Book § 10-33.
If a party is found to lack standing, the court is with-
out subject matter jurisdiction to hear the case. Because
standing implicates the court’s subject matter jurisdic-
tion, the plaintiff ultimately bears the burden of estab-
lishing standing. A trial court’s determination of
whether a plaintiff lacks standing is a conclusion of
law that is subject to plenary review on appeal. ‘‘We
conduct that plenary review, however, in light of the
trial court’s findings of fact, which we will not overturn
unless they are clearly erroneous.’’ (Internal quotation
marks omitted.) Manning v. Feltman, 149 Conn. App.
224, 232, 91 A.3d 466 (2014). ‘‘In undertaking this review,
we are mindful of the well established notion that, in
determining whether a court has subject matter jurisdic-
tion, every presumption favoring jurisdiction should be
indulged.’’ (Internal quotation marks omitted.) Dayner
v. Archdiocese of Hartford, 301 Conn. 759, 774, 23 A.3d
1192 (2011). ‘‘This involves a two part function: where
the legal conclusions of the court are challenged, we
must determine whether they are legally and logically
correct and whether they find support in the facts set
out in the memorandum of decision; where the factual
basis of the court’s decision is challenged we must
determine whether the facts set out in the memorandum
of decision are supported by the evidence or whether,
in light of the evidence and the pleadings in the whole
record, those facts are clearly erroneous.’’ (Internal quo-
tation marks omitted.) Bargain Mart, Inc. v. Lipkis,
212 Conn. 120, 129–30, 561 A.2d 1365 (1989); see Prac-
tice Book § 60-5. ‘‘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.’’
(Internal quotation marks omitted.) Orange Palladium
LLC v. Readey, 144 Conn. App. 283, 291–92, 72 A.3d
1191 (2013).
The following undisputed evidence is relevant to this
claim. JD’s Cafe´ acquired the premises on July 19, 2007,
from Judith Curcio, the former wife of Curcio, Sr., and
the mother of Curcio, Jr.10 On August 22, 2011, Robin
Cummings, acting as president of JD’s Cafe´, signed a
quitclaim deed purportedly conveying the premises to
Cummings Enterprises, Inc. (Cummings Enterprises),
for one dollar and other valuable consideration. On
March 26, 2012, Cummings Enterprises, acting through
its president, Julia Krish, the present wife of Curcio,
Sr., purportedly conveyed the premises to the plaintiff
corporation, for one dollar and other valuable consider-
ation. The defendants claim that at the time Cummings
Enterprises acquired the premises, Curcio, Jr., as the
sole shareholder of JD’s Cafe´, was the only person with
authority to transfer any of its corporate assets, and that
the evidence did not establish that he legally transferred
ownership and control of that corporation to Curcio,
Sr., or that he, as the sole shareholder, ever consented
to the conveyance of the premises from JD’s Cafe´ to
Cummings Enterprises.11 As a result, the defendants
contend that the two transactions involving Cummings
Enterprises were void and that JD’s Cafe´ remains the
owner of the premises. The plaintiff claims that the
evidence is overwhelming that Curcio, Jr., transferred
his interest in JD’s Cafe´ to Curcio, Sr., in 2007. The
plaintiff asserts, and the court found, that it had record
ownership of the premises, having received title from
Cummings Enterprises on March 26, 2012, for one dollar
and other valuable consideration, after other convey-
ances already had occurred that divested Curcio, Jr.,
of any ownership interest, by virtue of a quitclaim deed
recorded in the Stratford land records on April 4, 2012.
The evidence, including the testimony of Curcio, Jr.,
and Curcio, Sr., demonstrated that Curcio, Jr., acquired
title to the premises on June 15, 1995. Additional evi-
dence, including the testimony of Judith Curcio, demon-
strated that, in July, 2007, the premises were conveyed
to Judith Curcio, who testified that the premises were
conveyed to her for ‘‘one day or less,’’ as arranged by
Curcio, Sr., ‘‘to protect my son and to continue him still
having ownership of the property and being able to live
there without problems that were occurring with [the
defendant’s friend, Alvaro Albuquerque].’’ On July 19,
2007, the premises were conveyed from Judith Curcio
to JD’s Cafe´ by a quitclaim deed recorded on July 20,
2007. On August 22, 2011, JD’s Cafe´ purportedly con-
veyed the premises to Cummings Enterprises for $1
and other valuable consideration. This quitclaim deed
was signed by Cummings as president of JD’s Cafe´.
On March 26, 2012, Cummings Enterprises purportedly
conveyed the premises to the plaintiff for $1 and other
valuable consideration. This deed was signed by Julia
Krish as president of Cummings Enterprises.
The defendants claim that documentary evidence
introduced at trial demonstrated that the first corporate
transaction in the chain of title leading to the plaintiff’s
purported ownership of the premises, the execution by
Cummings of a quitclaim deed of the premises from
JD’s Cafe´ to Cummings Enterprises, was not a proper
exercise of the corporation’s authority to conduct busi-
ness under the Connecticut Business Corporation Act
(CBCA), General Statutes § 33-600 et seq., which pro-
vides in relevant part, ‘‘[a]ll corporate powers shall be
exercised by or under the authority of, and the business
and affairs of the corporation managed by or under
the direction of, its board of directors, subject to any
limitation set forth in the certificate of incorporation
or in an agreement authorized under section 33-717.’’
General Statutes § 33-735 (b).
Portions of the relevant corporate records of J.D.’s
Cafe´ were introduced into evidence by the defendants.
Curcio, Jr., further testified that he was the custodian
of corporate records pertaining to JD’s Cafe´, having
received the records from an attorney one month prior
to the trial.12 According to the defendants, this documen-
tary evidence, including JD Cafe´’s minute and certifi-
cate book and stock ledger, demonstrated that JD’s
Cafe´ was incorporated on June 23, 2004, and 100 shares
of stock were issued to Joseph Hajducky.13 The evi-
dence reflects that, as sole shareholder, Hajducky also
approved his appointment as the sole director of the
corporation and as its president, secretary, and trea-
surer. At the first meeting of the shareholders, Hajducky
approved and adopted the corporate bylaws.
As evidenced by a document dated August 25, 2004,
Hajducky, as president of the corporation, transferred
all 100 shares of corporate stock to Curcio, Jr., by means
of a certificated security endorsed to Curcio, Jr., which
had no subsequent endorsements to anyone else, even
though an endorsement would have been required to
effectuate a stock transfer pursuant to article V, § 3, of
the corporate bylaws.14 At a documented shareholder
meeting on November 11, 2005, Curcio, Jr., became the
president and director of JD’s Cafe´ and there was no
indication from the corporate books or any other docu-
mentary evidence that Hajducky held those positions
subsequent to that date. Further documentation reflects
that on November 11, 2005, Curcio, Jr., acting as sole
shareholder, consented to making himself director,
president, treasurer, and secretary of the corporation.
The certificate of incorporation of JD’s Cafe´ was not
introduced into evidence, but the corporation’s bylaws
were admitted as a full exhibit. The plaintiff did not
question the validity of JD’s Cafe´’s incorporation, and
in fact offered the deposition testimony of JD Cafe´’s
first president and sole shareholder, Hajducky, as to its
formation at the behest of Curcio, Jr., in 2004. The
evidence reflected that, during his deposition testi-
mony, Hajducky indicated that he, as incorporator, had
signed an exhibit marked for identification, which the
plaintiff’s counsel represented to be the certificate of
incorporation of JD’s Cafe´. At trial, the plaintiff did not
claim that the bylaws were inconsistent with the law
or the certificate of incorporation.15
In the bylaws of JD’s Cafe´, under article III, § 1, ‘‘Num-
ber, Election and Term of Office’’ of the board of direc-
tors, the number of directors of the corporation is one,
unless and until otherwise determined by vote of a
majority of the entire board of directors, if all of the
outstanding shares are owned beneficially and of record
by less than three shareholders. Article III, § 2, ‘‘Duties
and Powers’’ of the board of directors, provides that
‘‘the Board of Directors shall be responsible for the
control and management of the affairs, property and
interests of the Corporation, and may exercise all pow-
ers of the Corporation, except as are in the Certificate
of Incorporation or by statute expressly conferred upon
or reserved to the shareholders.’’ Pursuant to article II,
§ 6 (a), ‘‘any corporate action, other than the election
of directors to be taken by vote of the shareholders,
shall be authorized by a majority of votes cast at a
meeting of shareholders by the holders of shares enti-
tled to vote thereon.’’
This last provision is significant because it sets forth,
in the bylaws, that a ‘‘shareholder agreement’’ is as it
is defined in General Statutes § 33-717, which provides
in relevant part: ‘‘(a) An agreement among the share-
holders of a corporation that complies with this section
is effective among the shareholders and the corporation
even though it is inconsistent with one or more other
provisions of sections 33-600 to 33-998, inclusive, in
that it: (1) Eliminates the board of directors or restricts
the discretion or powers of the board of directors. . . .
‘‘(b) An agreement authorized by this section shall
be: (1) Set forth (A) in the certificate of incorporation
or bylaws and approved by all persons who are share-
holders at the time of the agreement or (B) in a written
agreement that is signed by all persons who are share-
holders at the time of the agreement and is made known
to the corporation; (2) subject to amendment only by
all persons who are shareholders at the time of the
amendment, unless the agreement provides otherwise;
and (3) valid for ten years, unless the agreement pro-
vides otherwise.’’
The record reflects that, at the annual meeting of
the shareholders on November 11, 2005, it also was
resolved, through a shareholder agreement signed by
Curcio, Jr., that ‘‘there could not be a sale or transfer
of any assets without the express written consent of
the Shareholder(s).’’ The evidence reflects that the pur-
ported transfer of the subject premises on which the
plaintiff relies occurred in 2011, during the ten year
period that the applicable provisions of the shareholder
agreement remained valid pursuant to § 33-717 (b) (3).
The defendants claim that, consistent with the docu-
mentary evidence presented, Curcio, Jr., testified that
he was still the sole shareholder of JD’s Cafe´ in August,
2011, that he received no consideration for the transfer
of the premises from JD’s Cafe´ to Cummings Enter-
prises, and that although the bylaw provisions and the
November 11, 2005 shareholder agreement of JD’s Cafe´
require either a vote of the shareholders at a share-
holder meeting or the express written consent of the
shareholders to authorize such a conveyance, there was
no evidence of either occurrence. Curcio, Jr., testified
that he did not delegate any authority to Cummings to
convey the premises to Cummings Enterprises on
behalf of JD’s Cafe´.
The plaintiff argues that Curcio, Jr.’s claim that he
remained the sole shareholder of JD’s Cafe´ on August
23, 2011 is ‘‘palpably false’’ and was unsupported by
any credible evidence.16 The defendants, however,
emphasize that the testimony of Curcio, Sr., with
respect to the purported transaction transferring title
from JD’s Cafe´ to Cummings Enterprises did not contra-
dict the testimony of Curcio, Jr. Curcio, Sr., claimed that
Curcio, Jr., ‘‘gave’’ the premises to him. He described his
perception of the transfer of the premises to him by
Curcio, Jr., in the following manner: ‘‘In 2007, my son
had thrown up his hands; he was walking away from
the property, I was willing to take it back, he gave it
to me, asked me if he could stay—said he was moving
out and finding another place to live, asked me if I
would let him stay for six months until he found another
place, and I said yes. And there was never any require-
ment for him to pay rent. . . . He gave [the property]
to an entity that he previously owned . . . . That was
JD’s Cafe´, Inc., and I put Robin Cummings on as presi-
dent to own it for me. . . . I was the beneficial owner
[of JD’s Cafe´, I, Inc.].’’17 Moreover, Curcio, Sr., acknowl-
edged during his testimony that when he designated
and authorized Cummings to transfer the premises from
JD’s Cafe´ to Cummings Enterprises in August, 2011, he
was unaware of any document showing an assignment
or transfer of any of the stock by Curcio, Jr., after
August 25, 2004, to either Cummings or himself.18
Moreover, there was no evidence presented at trial
that any of the 100 issued shares of JD’s Cafe´ were
delivered, as that term is defined by § 42a-8-301, to
Curcio, Sr., or to Cummings.19 Curcio, Sr., testified that
he never possessed the shares and there was no evi-
dence that Cummings ever possessed them.20 There was
no evidence that the shares were held by a securities
intermediary, another person such as an attorney or
escrow agent on behalf of either Curcio, Sr., or Cum-
mings. To the contrary, evidence introduced by the
defendants at trial clearly showed the stock certificate
for the 100 corporate shares endorsed only to Curcio,
Jr., with no further endorsement to anyone else. There
was no documentation that supports Curcio, Sr.’s con-
tention that, despite having never possessed the shares
himself and the absence of any endorsement of the
shares over to him, he had the authority, on behalf of
JD’s Cafe´, to designate Cummings as president, sole
shareholder and legal owner of the corporation. Curcio,
Sr., also acknowledged in his testimony that there was
no document showing written consent by any share-
holder approving the conveyance of the premises from
JD’s Cafe´ to Cummings Enterprises.21
The testimony of Curcio, Sr., at best, reflects an
understanding with Curcio, Jr., that the ownership of
the premises would be transferred from son to father,
but this expressed intention, which Curcio, Jr., denied,
was never consummated by any proven act, legal or
ultra vires, on the part of Curcio, Jr., acting individually
or in any of his corporate capacities as sole shareholder,
director or officer of JD’s Cafe´. Thus, the record reflects
merely that, on the basis of a conversation with his son,
Curcio, Sr., began instructing Cummings to effectuate
transactions on behalf of JD’s Cafe´ without any validly
conferred authority. Although Curcio, Sr., went on to
testify that he ‘‘later had [the premises] transferred into
[the plaintiff corporation, Success, Inc.],’’ he did not
set forth the authority under which he accomplished
that transfer.
We agree with the defendants that the documentary
evidence and testimony of both Curcio, Jr., and Curcio,
Sr., failed to establish that anyone other than Curcio,
Jr., was the sole shareholder of JD’s Cafe´ in August,
2011. Curcio, Jr., testified that he, as sole shareholder,
never gave authority to anyone to act on behalf of JD’s
Cafe´ to convey the premises to Cummings Enterprises.
Therefore, absent proof of additional documentation,
only Curcio, Jr., had the authority in 2011 to initiate a
transfer of the premises from JD’s Cafe´ to Cummings
Enterprises. At the time of that first transfer, Curcio,
Jr., remained the sole shareholder, and even if he had
intended to accomplish it, as testified to by Curcio, Sr.,
and Hajducky, there was no evidence that he took any
appropriate, or even inappropriate, action to effectuate
such an intent. To conclude that he did so is sheer
speculation.22 There was no evidence establishing that
anyone connected to JD’s Cafe´ ever acted in any manner
that can be considered legally sufficient to transfer all
of its stock to Curcio, Sr., to appoint either Curcio, Sr.,
or Cummings as directors or officers, or to transfer the
premises to Cummings Enterprises.
The fact that this purported conveyance took place
without properly documented shareholder authority, as
required by JD Cafe´’s corporate bylaws and its resolu-
tion of November 11, 2005, necessarily renders the first
transfer of the premises from JD’s Cafe´ to Cummings,
as well as the second transfer from Cummings to the
plaintiff, void. See Stowe v. Wyse, 7 Conn. 214, 219
(1828) (unless corporate agent is estopped from disput-
ing authority because he has admitted authority by his
own deed, deed executed and delivered by agent on
behalf of corporate principal without authority is void.)
In view of the fact that the two purported transfers of
the premises were secured at the behest of Curcio, Sr.,
who was derelict in failing to require proper corporate
authorization to effectuate them, the conveyances are
void. See Hollywyle Assn., Inc. v. Hollister, 164 Conn.
389, 402, 324 A.2d 247 (1973) (corporate secretary’s
conveyance of right-of-way without authority or ratifi-
cation by corporation was null and void); see also Basak
v. Damutz, 105 Conn. 378, 383–84, 135 A. 453 (1926)
(one who permits record title of his real estate to stand
in name of another not thereafter estopped from
asserting his ownership against creditors unless such
creditors had been deceived by owner’s act, had relied
on apparent title, and had acted in good faith to ascer-
tain ownership of property at issue).
The plaintiff counters the defendants’ argument as
to lack of proof of ownership on the part of the plaintiff
by asserting that the defendants should have taken an
alternate route to demonstrate the basis of their
defense, such as instituting a quiet title action.23 This
argument ignores the plaintiff’s burden to prove stand-
ing by a fair preponderance of the evidence. In a sum-
mary process action, the plaintiff must allege and prove
ownership of the subject premises. See General Statutes
§ 47a-23; Trinity United Methodist Church of Spring-
field, Massachusetts v. Levesque, supra, 88 Conn.
App. 666.
The plaintiff also relies on cases that hold that one
searching title to land is bound by only such facts as
appear in the chain of title to the particular property
in question. See Powers v. Olson, 252 Conn. 98, 108,
742 A.2d 799 (2000); Kulmacz v. Milas, 108 Conn. 538,
542, 144 A. 32 (1928); Goldberg v. Parker, 87 Conn. 99,
108, 87 A. 555 (1913); Wheeler v. Young, 76 Conn. 44,
51, 55 A. 670 (1903); Lee v. Duncan, 88 Conn. App. 319,
327, 870 A.2d 1, cert. denied, 274 Conn. 902, 876 A.2d
12 (2005). Those cases involve the proposition that
innocent third parties who rely upon the land records
are entitled to the special protection afforded to every-
one who trusts the record. They do not afford protection
to purported titleholders who are aware that the con-
veyances they themselves have undertaken and
recorded are legally insufficient. Whatever equities may
accrue to an innocent purchaser who relies on the
recordation of a deed which induces a mistaken reli-
ance, the plaintiff and its corporate predecessor in title,
Cummings Enterprises, both under the direction of Cur-
cio, Sr., were bound to exercise due diligence in ensur-
ing that individuals involved in the management of their
closely held, family connected corporations acted in
compliance with the law and other instruments regulat-
ing corporate activities. ‘‘The specter thus created by
the [plaintiff] vanishes in light of a distinction which we
cannot overlook. Here, there is no question of reliance
placed on the land records by one who is a stranger to
a spurious conveyance. . . . Whatever equities may
accrue to an innocent purchaser who relies on the
recordation of deeds cannot avail [the plaintiff].’’ Hol-
lywyle Assn., Inc. v. Hollister, supra, 164 Conn. 394–95.
The plaintiff additionally appears to argue that the
deed from JD’s Cafe´ to Cummings Enterprises is valid
because Curcio, Sr., was clothed with apparent author-
ity on the basis of Curcio, Jr.’s alleged statements to
him and Hajducky that he wanted to divest himself of
the ownership of the premises. Curcio, Sr.’s subsequent
conduct, however, in light of the circumstances known
to him, including that fact that he never acquired posses-
sion of any stock in JD’s Cafe´, the fact that he knew
title to the premises was in JD’s Cafe´ and not vested
in Curcio, Jr., and the fact that Curcio, Jr., took no action
on behalf of the corporation to transfer ownership of
any of the stock or of the premises to his father, perpetu-
ated Cummings’ mistaken belief that he had the requi-
site authority to convey title to the premises, a belief
Curcio, Sr., knowingly and recklessly permitted Cum-
mings to engender.
‘‘One-person corporations are authorized by law and
should not lightly be labeled sham.’’ Nelson v. Adams
USA, Inc., 529 U.S. 460, 471, 120 S. Ct. 1579, 146 L. Ed.
2d 530 (2000). ‘‘[T]raditionally, the law has viewed each
corporation as a separate legal entity, with separate
rights and obligations. For legal purposes, a bright line
of distinction was drawn between the corporation and
its shareholders.’’ (Internal quotation marks omitted.)
Roy v. Bachman, 121 Conn. App. 220, 228 n.8, 994 A.2d
676 (2010). A corporation’s articles of organization and
bylaws, together with state corporation law, regulate
the manner in which a company’s officers and directors
must conduct the company’s business. In order to pass
the title of the corporation, the conveyance must appear
to be the act of the corporation and the validity of the
transfer must be determined at the time of the transfer.
19 C.J.S. 265, Corporations § 745 (2007). Even a person
who becomes the owner of all the capital stock of a
corporation does not become the legal owner of its
property, and title to the property remains in the corpo-
ration. Boise Cascade Corp. v. Wheeler, 419 F. Supp.
98, 101–102 (S.D.N.Y. 1976), aff’d, 556 F.2d 554 (2d Cir.
1977). The stockholder may not ignore the existence
of the corporation and convey, encumber or deal with
its property in his or her own name without the action
of the corporation. ‘‘A corporation is a separate legal
entity, separate and apart from its stockholders. . . .
It is an elementary principle of corporate law that a
corporation and its stockholders are separate entities
and that . . . corporate property is vested in the corpo-
ration and not in the owner of the corporate stock.’’
(Emphasis in original; internal quotation marks omit-
ted.) Litchfield Asset Management Corp. v. Howell, 70
Conn. App. 133, 147, 799 A.2d 298, cert. denied, 261
Conn. 911, 806 A.2d 49 (2002).24
The plaintiff, a corporation admittedly controlled by
Curcio, Sr., offered no evidence as to any conduct on
the part of the JD’s Cafe corporation conferring author-
ity on Curcio, Sr., or Cummings to act on its behalf. In
view of the duty of inquiry placed on a party dealing
with a known agent to ascertain whether that agent is
acting within the scope of his authority, the plaintiff’s
reliance on Curcio, Sr.’s testimony that he became, in
some undisclosed manner, the beneficial owner of JD’s
Cafe´ and thus entitled to designate Cummings as sole
shareholder and president of the corporation was not
justified. See Quint v. O’Connell, 89 Conn. 353, 357–58,
94 A. 288 (1915). Absent a showing that any acts or
conduct on the part of the corporation caused or
allowed the plaintiff to believe that the actions of Cur-
cio, Sr., and Cummings were duly authorized, any argu-
ment based on apparent authority cannot succeed. See
id., 397.
‘‘A mere paper chain of title does not establish owner-
ship in one unless his possession or that of his predeces-
sors in title is shown, though title satisfactorily
established may draw with it possession in the absence
of any evidence to the contrary.’’ (Emphasis added;
internal quotation marks omitted.) Lowenberg v. Wal-
lace, 147 Conn. 689, 694, 166 A.2d 150 (1960). ‘‘[A] defen-
dant may, if he chooses, put in issue whether the
plaintiff has, within the purview of the allegations of
the complaint, title to, or an interest in, the property
sufficient to enable him to maintain the action.’’ Id.,
693; Practice Book § 10-50. The defendants, despite the
record title of the plaintiff, had the right to contest the
validity of the plaintiff’s record title due to the alleged
flaws in the manner in which the purported corporate
conveyances were accomplished in order to show that
the plaintiff never obtained proper legal ownership of
the premises. Although the court permitted the defen-
dants to introduce evidence disputing the plaintiff’s
claim of ownership, it found that title as reflected in
the land records was sufficient to prove ownership
despite the undisputed evidence that the corporate con-
veyances of the premises were invalid. The documen-
tary evidence and the testimony of the witnesses,
however, when reviewed in their entirety, demonstrate
that the parties were engaged in intrafamilial business
dealings which involved loosely documented, or com-
pletely undocumented, corporate transactions, includ-
ing real estate transfers, for reasons such as the
protection of assets from potential creditors.25 Despite
the fact that during the years in question, both Curcio,
Sr., and Curcio, Jr., were involved in the creation of
numerous corporate entities and had access to legal
counsel, it appears that they and their business associ-
ates acted on a misguided trust and, at times, disre-
garded legal formalities, a situation we do not
countenance.26 After a thorough review of the record,
we are left with a definite and firm conviction that in
the face of the documentary and testimonial evidence
to the contrary, the court’s factual finding that the con-
veyances on the land records sufficiently demonstrated
valid title in the plaintiff was clearly erroneous, and its
legal conclusion that the plaintiff was the legal owner of
the premises on the basis of record title was incorrect.
‘‘The general burden of proof in civil actions is on
the plaintiff, who must prove all the essential allegations
of the complaint.’’ Gulyca v. Stop & Shop Cos., 29 Conn.
App. 519, 523, 615 A.2d 1087, cert. denied, 224 Conn.
923, 618 A.2d 527 (1992). The failure of the plaintiff to
prove valid legal ownership of the premises, an essential
element in this summary process action, deprived it of
standing. Therefore, the court should have dismissed
this action for lack of subject matter jurisdiction rather
than rendering judgment of immediate possession in
favor of the plaintiff.
The judgment is reversed and the case is remanded
with direction to grant the motion to dismiss the plain-
tiff’s summary process action for lack of subject matter
jurisdiction and to render judgment thereon.
In this opinion the other judges concurred.
1
For reasons not ascertainable from the record, there are two anonymous
defendants, John Doe and Jane Doe, who are not parties to this appeal. We
will refer to Gus Curcio, Jr., and Smyers as the defendants. Where necessary,
we refer to Gus Curcio, Jr., individually, as Curcio, Jr., and to Smyers,
individually, as Smyers.
2
Because our decision on the defendants’ first issue, lack of subject matter
jurisdiction, is dispositive of this appeal, we need not address the defendants’
other two claims.
3
These special defenses alleged claims of fraud, estoppel, lack of owner-
ship on the part of the plaintiff, lack of any tenancy, constructive trust, waiver
and retaliatory eviction. Pursuant to Practice Book § 10-50, ‘‘advantage may
be taken, under a simple denial, of such matters as . . . title in a third
person to what the plaintiff sues upon or alleges to be the plaintiff’s own.’’
4
We note that the notice to quit and the amended complaint allege that
the plaintiff is the landlord, or lessor, of the property, not that the plaintiff
owned the property, but it was on the basis of the plaintiff’s ownership that
the court granted it immediate possession, as the court specifically ruled
that there was never any lease between the parties. We disagree with the
plaintiff’s contention that, in their answer, the defendants admitted that the
plaintiff is the owner of the premises.
5
A ‘‘beneficial owner’’ includes an individual who owns and controls a
corporation holding legal title to premises. See Loew v. Falsey, 144 Conn.
67, 74, 127 A.2d 67 (1956). Curcio, Jr., as the beneficial owner of JD’s Cafe´,
can act as equitable owner and as the agent for JD’s Cafe´ as the holder of
the legal title. Id. The assertion by Curcio, Jr., of beneficial ownership neither
adds to nor detracts from the defendants’ claim that the plaintiff did not
own the premises.
6
On May 26, 2015, this court, pursuant to Practice Book §§ 60-2, 60-5 and
61-10 (b), sua sponte issued an order to the trial court to articulate the
factual and legal basis for its conclusion that Curcio, Jr., conveyed title to
the subject premises subsequent to 1995. In its articulation dated June 29,
2015, the trial court stated that it primarily had based its finding on the
testimony of Curcio, Jr., that, in or before 2007, he had conveyed title to the
subject premises to an acquaintance, Alvaro Albuquerque, for the purpose of
obtaining a favorable interest rate on a mortgage. The court also relied on
the evidence that, in 2007, Albuquerque transferred title to Curcio, Jr.’s
mother, Judith Curcio, who later transferred title to J.D.’s Cafe´.
7
Contrary to the court’s finding, the evidence is undisputed that the
plaintiff is a corporation and Curcio, Sr., is its president.
8
In making this determination, the court did not delineate any factual or
legal basis for ruling against Curcio, Jr.’s claims that JD’s Cafe´ was the
actual owner, that Curcio, Jr., was the beneficial owner, or that the court
should impose a constructive trust in his favor.
9
Summary process is authorized under § 47a-23 despite the lack of a lease
or rental agreement ‘‘where premises or any part thereof, is occupied by
one who has no right or privilege to occupy said premises, or where one
originally had the right or privilege to occupy said premises but such right
or privilege has terminated and the owner or lessor . . . shall desire to
obtain possession or occupancy of the same.’’ (Internal quotation marks
omitted.) Trinity United Methodist Church of Springfield, Massachusetts
v. Levesque, 88 Conn. App. 661, 666, 870 A.2d 1116, cert. denied, 274 Conn.
907, 908, 876 A.2d 1200 (2005).
10
It is undisputed that, prior to this conveyance, the premises were con-
veyed by Curcio, Jr., individually, to his friend, Alvaro Albuquerque. Albu-
querque subsequently granted a mortgage on the premises for the benefit
of Curcio, Jr., who paid the mortgage obligation until 2008. That mortgage
is the subject of a pending foreclosure action, filed in 2008 in the judicial
district of Fairfield, in which Albuquerque and JD’s Cafe´ are named defen-
dants. At the time of trial, the plaintiff was not a named defendant in
that action.
11
In an affidavit annexed to the motion to dismiss, Curcio, Jr., also alleged
that Cummings, without authority and without Curcio, Jr.’s knowledge, filed
with the secretary of the state a notice of officer change concerning JD’s
Cafe´, through which Cummings claimed to be an owner or agent of JD’s
Cafe´. Furthermore, Cummings signed a letter resigning any position he
purportedly had with JD’s Cafe´ on July 19, 2007, long before he purportedly
conveyed the premises to Cummings Enterprises on August 22, 2011. Cum-
mings did not testify, and the allegedly false notice of officer change and
the resignation letter were never introduced in evidence.
12
Corporate records are generally prima facie evidence as to corporate
matters therein recorded. 18 C.J.S. 451, Corporations § 153 (2007).
13
The transcript of Hajducky’s deposition testimony was introduced at
trial as exhibit 6.
14
Article V, § 3, of the bylaws pertains to the transfer of shares, and
provides: ‘‘(a) Transfers of shares of the Corporation shall be made on the
share records of the Corporation only by the holder of record thereof, in
person or by his duly authorized attorney, upon surrender for cancellation
of the certificate or certificates representing such shares, with an assignment
or power of transfer endorsed thereon or delivered therewith, duly executed,
with such proof of the authenticity of the signature and of authority to
transfer and of payment of transfer taxes as the Corporation or its agents
may require. (b) The Corporation shall be entitled to treat the holder of
record of any share or shares as the absolute owner thereof for all purposes
and, accordingly, shall not be bound to recognize any legal, equitable or
other claim to, or interest in, such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except
as otherwise expressly provided by law.’’
15
The certificate of incorporation need not set forth any of the corporate
powers authorized in the CBCA. See General Statutes § 33-636 (c). A corpora-
tion is endowed with all powers specifically granted to it by law, and all
powers enumerated in the CBCA, without the necessity of setting forth any
of them in its certificate of incorporation. See General Statutes § 33-647.
Often, provisions for regulating the corporation’s affairs will appear in the
bylaws. M. Ford, Connecticut Corporation Law & Practice (2d Ed. 2014)
§ 3.01, p. 3-4. Bylaws are the ‘‘laws made by the corporation itself . . . .’’
Hopewell Baptist Church v. Craig, 143 Conn. 593, 599, 124 A.2d 220 (1956).
‘‘The bylaws of a corporation may contain any provision that is not inconsis-
tent with law or the certificate of incorporation.’’ General Statutes § 33-
640 (b).
16
In support of its claim of record title, the plaintiff offered into evidence
testimony and exhibits concerning JD’s Cafe´’s guarantee of a loan to another
one of Curcio, Jr.’s business entities, Curcio Carting, Inc., in 2007. During
the closing of this transaction, Cummings acted as president and sole share-
holder of JD’s Cafe´ with the knowledge of Curcio, Jr. The plaintiff also
introduced a document filed in a bankruptcy by Curcio, Jr., in 2012, in which
he did not report his claimed interest in JD’s Cafe´. The plaintiff argued that
this evidence undermined Curcio, Jr.’s credibility as to his claim of continued
ownership of JD’s Cafe´ after 2007.
Our Supreme Court has held that ‘‘[if] the officers or the agents of a
corporation assume to act for the corporation without any authority at all,
or if they exceed their authority or act irregularly, and the act is one which
could have been authorized in the first instance by the stockholders, board
of directors or subordinate officers, as the case may be, it may be expressly
or impliedly ratified by them, and thus be rendered just as binding, except
as to intervening rights of third persons, as if it had been authorized when
done, or done regularly.’’ (Emphasis in original; internal quotation marks
omitted.) Community Collaborative of Bridgeport, Inc. v. Ganim, 241 Conn.
546, 566, 698 A.2d 245 (1997).
In the present case, however, the plaintiff did not claim and the court
did not find that these actions on the part of Curcio, Jr., constituted an
explicit or implicit ratification of Cummings’ assumption of the control of
the JD’s Cafe´ corporation. We are not confronted with a situation in which
the court reasonably could have based its finding on shareholder ratification.
17
Curcio, Sr., did not explain how he claims to have been, at one time,
the beneficial owner of JD’s Cafe´. To achieve that status, he would have
had to have owned and controlled the corporation, which the evidence
plainly reflects he did not do.
18
The transfer of corporate stock is governed by statute, specifically
Article 8 of the Uniform Commercial Code (UCC). ‘‘A share or similar equity
interest issued by a corporation . . . is a security.’’ General Statutes § 42a-
8-103 (a). Subsection (a) establishes an unconditional rule that ordinary
corporate stock is a security. ‘‘That is so whether or not the particular issue
is dealt in or traded on securities exchanges or in securities markets. Thus,
shares of closely held corporations are article 8 securities.’’ Conn. Gen. Stat.
Ann. § 42a-8-103 (West 2009), UCC comment, p. 332. Under General Statutes
§ 42a-8-104 (a) (1), an individual acquires a security or an interest in the
security under article 8 of the UCC if ‘‘[t]he person is a purchaser to whom
a security is delivered pursuant to section 42a-8-301 . . . .’’ ‘‘The term ‘certi-
fied security’ means a security that is represented by a security certificate.’’
Conn. Gen. Stat. Ann. § 42a-8-102 (West 2009), UCC comment, pp. 324–25.
A purchaser is one who takes ‘‘by sale, lease, discount, negotiation, mortgage,
pledge, lien, security interest, issue or reissue, gift or any other voluntary
transaction creating an interest in property.’’ General Statutes § 42a-1-201.
19
General Statutes § 42a-8-301 provides: ‘‘(a) Delivery of a certificated
security to a purchaser occurs when: (1) The purchaser acquires possession
of the security certificate; (2) Another person, other than a securities inter-
mediary, either acquires possession of the security certificate on behalf of
the purchaser or, having previously acquired possession of the certificate,
acknowledges that it holds for the purchaser; or (3) A securities intermediary
acting on behalf of the purchaser acquires possession of the security certifi-
cate, only if the certificate is in registered form and is (i) registered in the
name of the purchaser, (ii) payable to the order of the purchaser, or (iii)
specially endorsed to the purchaser by an effective endorsement and has
not been endorsed to the securities intermediary or in blank.’’
20
Cummings did not testify at trial.
21
Curcio, Sr., also testified that the defendants remained on the premises
and that the plaintiff had not paid for any improvements to the property or
any of the taxes or mortgage payments. Tax bills for the premises had not
been received by the plaintiff. Neither Curcio, Jr., nor Smyers ever paid any
rent to Curcio, Sr., Cummings or the plaintiff. Curcio, Jr., testified that he
paid the mortgage, insurance and taxes on the property until about 2008,
when the premises went into foreclosure.
22
The evidence submitted regarding the loan transaction for Curcio Cart-
ing, Inc., established that, when acting on behalf of a corporation, Curcio,
Jr., knew how to effectively consent, in writing, as sole shareholder and
director, to the assumption of a debt obligation on behalf of the corporation.
23
The plaintiff also asserts that the fact that record title is in its name is
presumptively sufficient to establish its standing, but in the Superior Court
case on which the plaintiff relies for that assumption, Norling v. Anthony,
Superior Court, judicial district of Stamford-Norwalk, Docket No. CV-99-
01756692 (January 2, 2001), there was no documented, counterevidence to
demonstrate that the defendant had any higher title. Norling was a summary
process action involving the eviction of the plaintiff’s sister-in-law from a
beach house that had been in the family for more than forty years. In that
case, the defendant claimed that her occupancy of the property and payment
of expenses, repairs and improvement were sufficient to prove ownership
superior to the record title of the plaintiff, a claim that the trial court rejected.
The facts in Norling do not mirror the facts in the present case, as the
plaintiff claims. The corporate documents submitted into evidence set forth
the limited manner in which any individual would be empowered to act on
behalf of JD’s Cafe´, and the weight of the evidence indicates that the transfer
of the premises by JD’s Cafe´, which led to the plaintiff’s later attaining record
title, were accomplished without proper authority. Because the defendant, as
the sole shareholder or director of JD’s Cafe´, did not legally or ultra vires
authorize the transfer of control of JD’s Cafe´ to Curcio, Sr., or Cummings,
or the transfer of the premises from JD’s Cafe´ to Cummings Enterprises,
Inc., the evidence did not establish that proper legal title to the premises
had been vested in the plaintiff. As the quitclaim deed from JD’s Cafe´ to
Cummings Enterprises was void, so was the subsequent quitclaim deed from
Cummings Enterprises to the plaintiff.
24
The plaintiff relied on its claim of legal ownership of the premises by
way of record title and did not attempt to refute the obvious corporate
irregularities involving the transfer of the premises from J.D.’s Cafe´ to
Cummings Enterprises. It did not seek to pierce the corporate veil of JD’s
Cafe´ in this action, which would have involved a request to the court that
the structure of JD’s Cafe´, as an entity, be disregarded so as to hold Curcio,
Jr., personally responsible. See 18 Am. Jur. 2d 841, Corporations § 43 (1985).
‘‘Courts will disregard the fiction of separate legal entity when a corporation
is a mere instrumentality or agent of another corporation or individual
owning all or most of its stock. . . . Under such circumstances the general
rule, which recognizes the individuality of corporate entities and the indepen-
dent character of each in respect to their corporate transactions, and the
obligations incurred by each in the course of such transactions, will be
disregarded, where . . . the interests of justice and righteous dealing so
demand. . . . The circumstance that control is exercised merely through
dominating stock ownership, of course, is not enough. . . . There must
be such domination of finances, policies and practices that the controlled
corporation has, so to speak, no separate mind, will or existence of its own
and is but a business conduit for its principal.’’ (Internal quotation marks
omitted.) Hersey v. Lonrho, Inc., 73 Conn. App. 78, 86, 807 A.2d 1009 (2002).
A request by the plaintiff to pierce the corporate veil of JD’s Cafe´ would
have proven difficult in the present case because the evidence did not
disclose any action taken by Curcio, Jr., even individually, to convey the
subject property to Cummings Enterprises.
25
Curcio, Jr., admitted that he had represented to the Bankruptcy Court
that he was not involved with JD’s Cafe´ in any corporate capacity. Curcio,
Sr., testified that he transferred ownership of the premises to Cummings
because he was preparing for a possible bankruptcy, and that he later
transferred ownership to the plaintiff for ‘‘other reasons.’’ Judith Curcio
testified that she took title to the mortgaged premises for a few days, under
the direction of Curcio, Sr., because Albuquerque was having problems and
the premises were in his name. She stated that she wanted to protect her
son and to ensure that he could continue to live on the premises without
problems from Albuquerque.
26
‘‘The one-shareholder stock corporation, with the shareholder as sole-
director and president . . . generally ignores the organizational triad, even
if that owner understands the theoretical distinctions among the elements.
The corporation is truly the owner’s alter ego for the venture, a thoroughly
legitimate and expressly approved use of the statutory corporate form. The
best counsel may be able to do in paying homage to the statutory norm is
to document the owner’s decisions . . . by written consents to the share-
holder’s and board of director’s resolutions, a practice authorized by the
CBCA.’’ M. Ford, Connecticut Corporation Law & Practice (2d Ed. 2014)
§ 4.01, pp. 4-3 and 4-4. General Statutes § 33-698 (a) provides: ‘‘Action
required or permitted under any provisions [of the CBCA] to be taken at a
shareholders’ meeting may be taken without a meeting if the action is taken
by all the shareholders entitled to vote on the action. The action must be
evidenced by one or more written consents bearing the date of signature
and describing the action taken, signed by all the shareholders entitled to
vote on the action and delivered to the corporation for inclusion in the
minutes or filing with the corporate records.’’