Starboard Resources, Inc. v. Henry ( 2020 )

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STARBOARD RESOURCES, INC. v. CHARLES
HENRY III ET AL.
(AC 41922)
Lavine, Prescott and Moll, Js.
Syllabus
The plaintiff sought an interlocutory judgment of interpleader to determine
the rights of the defendants, certain individuals and companies (Group
I defendants, Group H defendants and Group S defendants), to certain
shares of the plaintiff’s common stock. The Group H defendants had
commenced two actions, which were consolidated with the interpleader
action, against the Group I defendants and the plaintiff, claiming, inter
alia, fraud and breach of fiduciary duty, and seeking injunctive relief
and monetary damages in connection with the investment by the Group
H defendants in three limited liability partnerships. Thereafter, the Group
H defendants’ actions were referred to an arbitrator, who issued an
award in favor of the Group H defendants, which the trial court con-
firmed. Subsequently, in the interpleader action, the Group H defendants
filed a motion for an interlocutory judgment of interpleader, asserting
that, pursuant to the arbitration award, they were the rightful owners
of the disputed shares of stock. The Group H defendants also filed a
motion to remand in which they requested that, if the trial court found
that the arbitration award was ambiguous as to the ownership of the
shares, the court remand the matter to the arbitrator for clarification
regarding that issue. The defendant G Co. thereafter file a motion to
dismiss the interpleader action on the ground that it was moot. Following
a hearing, the trial court denied G Co.’s motion to dismiss, granted
the Group H defendants’ motions to remand and for an interlocutory
judgment of interpleader, and rendered judgment thereon. On the Group
I defendants’ appeal to this court, held:
1. The Group I defendants’ claim that the trial court lacked subject matter
jurisdiction over the interpleader action on the ground that the plaintiff
lacked standing because its transfer agent, who was not a party to the
action, allegedly was holding the subject shares on behalf of the plaintiff
was unavailing; there was no appellate authority that supported the
proposition that an interpleader action is jurisdictionally defective if the
property at issue is held by a nonparty transfer agent of a named party.
2. The Group I defendants’ could not prevail on their claims that the trial
court improperly denied G Co.’s motion to dismiss and improperly ren-
dered the interlocutory judgment of interpleader; although the Group I
defendants asserted that the interpleader action was moot because the
Group S defendants did not have a viable adverse claim to the subject
shares, it was premature, at the current stage of the proceedings, for
this court to consider the merits of any of the parties’ purportedly
adverse claims to the shares.
3. The trial court properly granted the Group H defendants’ motion to remand
the matter to the arbitrator: contrary to the Group I defendants’ claim
that by remanding the matter to the arbitrator, that court improperly
opened and vacated the arbitration award, the court properly exercised
its authority to remand the matter to the arbitrator to clarify the arbitra-
tion award as to the ownership of the subject shares; moreover, the
court did not violate the doctrine of functus officio, as the varying
positions of the Group I defendants and Group S defendants regarding
whether the arbitrator had determined the ownership of the shares
demonstrated that the arbitration award was susceptible to more than
one reasonable interpretation.
Argued October 18, 2019—officially released February 25, 2020
Procedural History
Action for interpleader to determine the defendants’
rights to certain shares of common stock of the plaintiff,
and for other relief, brought to the Superior Court in the
judicial district of Stamford-Norwalk and transferred
to the Complex Litigation Docket, where the court,
Genuario, J., granted the motion to stay the proceed-
ings pending arbitration filed by the defendant Gregory
Imbruce et al.; thereafter, the court, Lee, J., denied
the motion to dismiss filed by the defendant Giddings
Investments, LLC, granted the motion to remand the
matter to the arbitrator filed by the defendant Charles
Henry III et al., granted the motion for an interlocutory
judgment of interpleader filed by the defendant Charles
Henry III et al. and rendered judgment thereon, from
which the defendant Gregory Imbruce et al. appealed
to this court. Affirmed.
Richard S. Gora, with whom, on the brief, was Nicole
O’Neil, for the appellants (defendant Gregory Imbruce
et al.).
David W. Rubin, with whom, on the brief, was Jona-
than D. Jacobson, for the appellees (Bradford Higgins
et al.).
Opinion
MOLL, J. In this interpleader action, the Imbruce par-
ties1 appeal from the trial court’s interlocutory judgment
of interpleader. On appeal, the Imbruce parties claim
that the trial court (1) does not have subject matter
jurisdiction over this interpleader action because the
plaintiff, Starboard Resources, Inc., lacks standing, (2)
erroneously denied the defendant Giddings Invest-
ments, LLC’s motion to dismiss this interpleader action
as moot, (3) improperly rendered the interlocutory judg-
ment of interpleader, and (4) erroneously granted a
motion to remand the matter to the arbitrator who
had entered an award in an arbitration involving the
Imbruce parties and the SOSventures parties.2 We
affirm the judgment of the trial court.
The following facts, as found by the trial court, Gen-
uario, J., in a memorandum of decision dated April 11,
2016, as set forth by this court in a prior appeal, and/
or as undisputed in the record, and procedural history
are relevant to our resolution of this appeal. This inter-
pleader action ‘‘arise[s] out of the . . . investment [by
Charles Henry III, Ahmed Ammar, John P. Vaile, John
Paul Otieno, William Mahoney, Giddings Oil & Gas, L.P.,
Hunton Oil Partners, L.P., ASYM Energy Fund III, L.P.,
SOSventures, LLC, Bradford Higgins, Edward M. Con-
rads, and Robert J. Conrads (Henry parties)]3 in three
limited partnerships: Giddings Oil & Gas, L.P. (Giddings,
L.P.), Hunton Oil Partners, L.P. (Hunton, L.P.), and
ASYM Energy Fund III, L.P. (ASYM, L.P.). [The Henry
parties] are investors and limited partners in each of
these limited partnerships. Each of the limited partner-
ships had a general partner [that] is a limited liability
company: Giddings Genpar, LLC (Giddings Genpar),
Hunton Oil Genpar, LLC (Hunton Genpar), and ASYM
[Capital] III, LLC (ASYM Genpar), respectively. Each of
the limited liability companies that served as a general
partner of a limited partnership had a manager; the
manager of Giddings Genpar was Giddings Investments,
LLC, the manager of Hunton Genpar was Glenrose Hold-
ings, LLC, and the manager of ASYM Genpar was ASYM
Energy Investments, LLC.’’ (Footnote added; internal
quotation marks omitted.) Henry v. Imbruce, 178 Conn.
App. 820, 823–24, 177 A.3d 1168 (2017).
In July, 2012, the Henry parties commenced two
actions,4 which were later consolidated, against the
Imbruce parties and the plaintiff. See Henry v. Imbruce,
Superior Court, judicial district of Stamford-Norwalk,
Complex Litigation Docket, Docket Nos. X08-CV-12-
5013927-S and X08-CV-XX-XXXXXXX-S (Henry actions).5
‘‘The [Henry parties] in their complaint alleged that
. . . Gregory Imbruce . . . exercised complete con-
trol over the managers and therefore over the general
partners and over the limited partnerships. . . . In
their second amended complaint6 . . . the [Henry par-
ties] alleged various fact patterns pursuant to which
they asserted that the . . . [Imbruce parties had] made
misrepresentations in the marketing of the investments,
that the . . . [Imbruce parties had] violated the provi-
sions of the Connecticut Uniform Securities Act
(CUSA), [General Statutes § 36b-2 et seq.], and that the
. . . [Imbruce parties had] wrongfully diverted assets
of the various limited partnerships to their own pur-
poses or accounts. The second amended complaint
sound[ed] in [eleven] counts [that] [sought] both injunc-
tive relief and monetary damages, alleging counts that
sound[ed] in fraud, breach of fiduciary duty, conver-
sion, civil theft, and violation of the Connecticut Unfair
Trade Practices Act (CUTPA), General Statutes § 42-
110b et seq., among other theories of relief. The prayer
for relief in the second amended complaint [sought]
both equitable relief and monetary damages.’’ (Footnote
in original; internal quotation marks omitted.) Henry
v. Imbruce, supra, 178 Conn. App. 824.
In August, 2012, pursuant to General Statutes § 52-
484,7 the plaintiff commenced this interpleader action.
In its complaint, the plaintiff alleged that a dispute had
arisen between the various defendants regarding who
was entitled to the ownership of certain common stock
shares of the plaintiff (shares). The plaintiff further
alleged that it had no beneficial interest in the shares
and that it was willing to disburse the shares to whom-
ever lawfully was entitled to receive them. As relief,
the plaintiff sought an interlocutory judgment of inter-
pleader, a discharge of its liabilities upon disbursement
of the shares, and attorney’s fees.
‘‘On July 11, 2014, the court granted [a] motion of
the . . . [Imbruce parties] to stay [the Henry actions
and this interpleader action] pending completion of
arbitration proceedings, some of which had already
begun. . . . Consistent with the court order staying
[the actions], the parties proceeded to arbitration and
by subsequent agreement broadened the arbitration
beyond that which they had previously agreed to in their
limited partnership agreements. The parties proceeded
with the arbitration before a single arbitrator.
‘‘On September 10, 2015, the arbitrator rendered an
award in favor of the [Henry parties], who as respon-
dents in the arbitration proceeding had filed a counter-
claim, including allegations similar in nature to the alle-
gations of the second amended complaint previously
described. The award consisted of declaratory awards,
monetary damages, awards of [attorney’s] fees, interest,
injunctive relief requiring an accounting, postjudgment
interest, as well as awards of arbitration fees and costs.
‘‘On September 14, 2015, the [Henry parties] filed a
motion in the trial court to confirm the arbitration
award. On October 13, 2015, the [Imbruce parties] filed
an objection to the [Henry parties’] motion to confirm
the award and a cross motion to vacate the award
accompanied by scores of exhibits. A flurry of proce-
dural and substantive filings followed, until, on Febru-
ary 8, 2016, the court held a hearing on the parties’
respective motions. The court, after further briefing,
rendered judgments in accordance with the arbitrator’s
decision on April 11, 2016, confirming the arbitral
award.’’ (Footnote omitted; internal quotation marks
omitted.) Id., 825–26. The Imbruce parties appealed
from the judgments confirming the arbitration award,
which this court affirmed on December 26, 2017. Id.,
844.
On November 29, 2017, in this interpleader action,
the Henry parties filed a motion for an interlocutory
judgment of interpleader. Predicated on their belief
that, pursuant to the arbitration award, they were the
rightful owners of the shares, the Henry parties sought,
inter alia, an interlocutory judgment of interpleader and
an order granting a separate motion filed by the Henry
parties for leave to effect a sale of the shares. The
same day, the Henry parties filed a separate motion
requesting that, in the event that the trial court con-
strued the arbitration award to be ambiguous as to the
ownership of the shares, the court remand the matter
to the arbitrator for clarification regarding the owner-
ship of the shares (motion to remand). The Imbruce
parties objected to both motions.
On December 29, 2017, Giddings Investments, LLC,
filed a motion to dismiss this interpleader action8 on
the ground that it had become moot because, in its
view, the arbitrator had denied the Henry parties’ claim
to the ownership of the shares and, therefore, no
adverse claim to the shares existed. The Henry parties
objected to the motion.
On July 24, 2018, after having heard argument from
the parties on July 20, 2018, the trial court, Lee, J.,
issued orders (1) denying Giddings Investments, LLC’s
motion to dismiss, (2) granting the Henry parties’
motion for an interlocutory judgment of interpleader,
and (3) granting the Henry parties’ motion to remand.
This appeal followed.9 Additional facts and procedural
history will be set forth as necessary.10
I
We first address the Imbruce parties’ claim that the
trial court lacks subject matter jurisdiction to entertain
this interpleader action because the plaintiff lacks
standing. More specifically, the Imbruce parties assert
that the plaintiff’s transfer agent,11 a nonparty, is in
possession of the shares, thereby depriving the plaintiff
of standing to maintain this interpleader action. We are
not persuaded.
As a preliminary matter, we note that the Imbruce
parties are raising this standing claim for the first time
on appeal. ‘‘If a party is found to lack standing, the
court is without subject matter jurisdiction to determine
the cause. . . . [A] claim that a court lacks subject
matter jurisdiction may be raised at any time during
the proceedings . . . including on appeal . . . .
Because the . . . claim implicates the trial court’s sub-
ject matter jurisdiction, we conclude that it is review-
able even though [it has been] raised . . . for the first
time on appeal. . . . The issue of whether a party had
standing raises a question of law over which we exercise
plenary review. . . .
‘‘Standing is the legal right to set judicial machinery
in motion. One cannot rightfully invoke the jurisdiction
of the court unless he [or she] 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. . . . 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 . . . .’’ (Cita-
tions omitted; internal quotation marks omitted.) Pre-
mier Capital, LLC v. Shaw, 189 Conn. App. 1, 5–6, 206
A.3d 237 (2019).
The following additional facts and procedural history
are relevant to our resolution of this claim. In its inter-
pleader complaint, the plaintiff alleged in relevant part
that, ‘‘[o]n behalf of [the] plaintiff, the plaintiff’s transfer
agent is holding the [shares] in book entry form . . . .
The plaintiff has and claims no beneficial interest in
the [shares], and is willing to disburse the same over
to such person as is lawfully entitled to receive the
same, and [the] plaintiff is ready, willing and able to
pay or instruct its transfer agent to book the [shares]
into the court or to whichever defendant the court may
order or direct.’’ During the July 20, 2018 hearing, the
Imbruce parties’ attorney represented that ‘‘there’s no
dispute that the shares are registered and held in book
entry form at [the plaintiff’s] transfer agent . . . .’’
We reject the Imbruce parties’ assertion that the
plaintiff lacks standing on the ground that its transfer
agent allegedly is holding the shares on the plaintiff’s
behalf. Section 52-484, pursuant to which the plaintiff
commenced this interpleader action, provides in rele-
vant part that ‘‘[w]henever any person has, or is alleged
to have, any money or other property in his possession
which is claimed by two or more persons, either he, or
any of the persons claiming the same, may bring a
complaint in equity, in the nature of a bill of interpleader
. . . making all persons parties who claim to be entitled
to or interested in such money or other property. . . .’’
The plaintiff, as the principal of its transfer agent, main-
tains constructive possession of the shares held by its
transfer agent, and there is no indication in the record
that the plaintiff does not have the authority to direct
its transfer agent to transfer or otherwise to take action
with regard to the shares. See Lee v. Duncan, 88 Conn.
App. 319, 324, 870 A.2d 1 (‘‘[a]n essential factor in an
agency relationship is the right of the principal to direct
and control the performance of the work by the agent’’
(internal quotation marks omitted)), cert. denied, 274
Conn. 902, 876 A.2d 12 (2005). The Imbruce parties have
provided no appellate authority, and we are aware of
none, supporting the proposition that an interpleader
action is jurisdictionally defective if the property at
issue is held by a nonparty transfer agent of a named
party. Accordingly, the Imbruce parties’ standing claim
is unavailing.12
II
We next address the Imbruce parties’ intertwined
claims that the trial court improperly (1) denied Gid-
dings Investments, LLC’s motion to dismiss this inter-
pleader action as moot and (2) rendered the interlocu-
tory judgment of interpleader. Specifically, the Imbruce
parties assert that the arbitrator denied a request for
ownership of the shares made by the SOSventures par-
ties and the other Henry parties, and, as a result, the
SOSventures parties do not have a viable adverse claim
to the shares. Without such a viable adverse claim, the
Imbruce parties posit, this interpleader action is moot
and the court erred in rendering the interlocutory judg-
ment of interpleader. We conclude that the court did
not err in denying the motion to dismiss and rendering
the interlocutory judgment of interpleader.
At the outset, we observe that we exercise plenary
review over claims challenging a court’s decision on a
motion to dismiss and an interlocutory judgment of
interpleader. See Gold v. Rowland, 296 Conn. 186, 200,
994 A.2d 106 (2010) (‘‘The standard of review for a
court’s decision on a motion to dismiss is well settled.
A motion to dismiss tests, inter alia, whether, on the
face of the record, the court is without jurisdiction. . . .
[O]ur review of the court’s ultimate legal conclusion
and resulting [determination] of the motion to dismiss
will be de novo.’’ (Internal quotation marks omitted.));13
Trikona Advisers Ltd. v. Haida Investments Ltd., 318
Conn. 476, 490, 122 A.3d 242 (2015) (‘‘the appropriate
standard of review for an interlocutory judgment of
interpleader is de novo’’).
The crux of the Imbruce parties’ claims is that the
SOSventures parties do not have a viable adverse claim
to the shares. It is premature, however, for us to con-
sider the merits of any of the parties’ purportedly
adverse claims to the shares. As our Supreme Court
has explained, ‘‘[a]ctions pursuant to § 52-484 involve
two distinct parts . . . . In the first part, the court must
determine whether the interpleader plaintiff has alleged
facts sufficient to establish that there are adverse claims
to the fund or property at issue. . . . If the court con-
siders interpleader to be proper under the circum-
stances, then the court may render an interlocutory
judgment of interpleader. . . . Only once an interlocu-
tory judgment of interpleader has been rendered may
the court hold a trial on the merits, compelling the
parties to litigate their respective claims to the disputed
property.’’ (Citations omitted; internal quotation marks
omitted.) Trikona Advisors Ltd. v. Haida Investments
Ltd., supra, 318 Conn. 483–84; see also Practice Book
§ 23-44.14
Here, the Imbruce parties do not claim on appeal
that the plaintiff failed to allege adequate facts in its
interpleader complaint demonstrating that there are
facially competing claims to the shares; rather, they
contend that the SOSventures parties are without a
viable adverse claim to the shares. Therefore, at this
juncture, it is premature to consider the merits of the
parties’ purportedly adverse claims to the shares. ‘‘It
[is] not the role of the trial court, nor is it the function
of this court on appeal, to consider the merits of the
purportedly competing claims at this preliminary stage
of the . . . interpleader action.’’ Trikona Advisors Ltd.
v. Haida Investments Ltd., supra, 318 Conn. 493.
Accordingly, the Imbruce parties’ claims that the court
erred in denying Giddings Investments, LLC’s motion
to dismiss this interpleader action15 and in rendering
the interlocutory judgment of interpleader fail.
III
Finally, we turn to the Imbruce parties’ claim that
the trial court erroneously granted the Henry parties’
motion to remand. Specifically, the Imbruce parties
assert that, by remanding the matter to the arbitrator,
the court (1) improperly opened and vacated the arbitra-
tion award and (2) violated the doctrine of functus
officio16 because the arbitrator unambiguously had
determined that the Henry parties were not entitled to
ownership of the shares and, therefore, the remand
order, in effect, required the arbitrator to redetermine
an issue that already had been decided. We are not per-
suaded.
We begin by setting forth the applicable standard
of review. The Imbruce parties’ claim requires us to
interpret (1) the trial court’s order granting the motion
to remand and (2) the arbitration award. Therefore, our
review is plenary. See In re Jacklyn H., 162 Conn. App.
811, 830, 131 A.3d 784 (2016) (‘‘[t]he construction of an
order is a question of law for the court, and the court’s
review is plenary’’); Windham v. Doctor’s Associates,
Inc., 161 Conn. App. 348, 356, 127 A.3d 1082 (2015)
(‘‘The standard of review applied to the construction
of an arbitration award is the same as that applied to
the construction of a judgment. . . . The construction
of an arbitration award, therefore, is a question of law
subject to plenary review.’’ (Internal quotation marks
omitted.)).
The following additional facts and procedural history
are relevant to our disposition of this claim. In the
arbitration award, the arbitrator entered an award in
favor of the Henry parties (as the respondents/counter-
claim claimants) and against the Imbruce parties (as
the claimants/counterclaim respondents). The award
included, inter alia, declaratory relief and monetary
damages. The final paragraph of the award provided:
‘‘This award is in full settlement of all claims and coun-
terclaims submitted to this [a]rbitration. All claims not
expressly granted herein are hereby denied.’’ The award
made no explicit mention of the shares, notwithstand-
ing that, in the damages analysis filed by the Henry
parties in the arbitration setting forth their claimed
damages and set-offs in relation to their counterclaim,
certain Henry parties sought ‘‘[100] percent . . . of the
shares . . . .’’ In its memorandum of decision confirm-
ing the arbitration award, the trial court, Genuario, J.,
made reference to this interpleader action but did not
otherwise discuss the ownership of the shares.
In the motion to remand, the Henry parties reiterated
their position that the arbitrator had determined that
they were the rightful owners of the shares. In the event
that the court concluded that the arbitration award was
ambiguous as to the ownership of the shares, however,
the Henry parties requested that the court remand the
matter to the arbitrator to clarify the arbitration award’s
effect on the ownership of the shares. In the July 24,
2018 order granting the motion to remand, the court,
Lee, J., stated that it was remanding the matter to the
arbitrator ‘‘for further proceedings to determine the
ownership of the [shares] . . . .’’ Subsequently, in the
December 21, 2018 order issued in response to the
Imbruce parties’ Practice Book § 64-1 (b) notice, the
court further stated that its decision granting the motion
to remand ‘‘reflected the consensus of the parties and
the court that the [a]rbitrator was in the best position
to clarify her award as to the . . . shares’’ and that the
order was ‘‘simply remanding an issue to the [a]rbitrator
for clarification of her [a]ward.’’
In Hartford Steam Boiler Inspection & Ins. Co. v.
Underwriters at Lloyd’s & Cos. Collective, 271 Conn.
474, 484–85, 857 A.2d 893 (2004), cert. denied, 544 U.S.
974, 125 S. Ct. 1826, 161 L. Ed. 2d 723 (2005), our
Supreme Court explained: ‘‘[A]s a general rule, once an
arbitration panel renders a decision regarding the issues
submitted, it becomes functus officio and lacks any
power to reexamine that decision. . . . Courts also
have recognized, however, that the doctrine has limita-
tions and contains three exceptions that allow an arbi-
trator’s review of a final award. . . . The three excep-
tions to the rule of functus officio include: (1) [where]
an arbitrator can correct a mistake which is apparent
on the face of his [or her] award . . . such as clerical
mistakes or obvious errors in arithmetic computation;
. . . (2) where the award does not adjudicate an issue
which has been submitted, then as to such issue the
arbitrator has not exhausted his [or her] function and
it remains open to him [or her] for subsequent determi-
nation; and (3) [w]here the award, although seemingly
complete, leaves doubt whether the submission has
been fully executed, an ambiguity arises which the arbi-
trator is entitled to clarify.’’17 (Citations omitted; foot-
notes omitted; internal quotation marks omitted.)
‘‘In examining arbitration awards, courts have noted
that an award is ambiguous if it is susceptible to more
than one interpretation.’’ (Internal quotation marks
omitted.) All Seasons Services, Inc. v. Guildner, 94
Conn. App. 1, 10, 891 A.2d 97 (2006). ‘‘When faced with
an ambiguous award, a court usually will remand to
the arbitrator for clarification.’’ Id., 13; see also Marulli
v. Wood Frame Construction Co., LLC, 124 Conn. App.
505, 517, 5 A.3d 957 (2010) (noting that trial court ‘‘had
the discretion to remand for clarification to the arbitra-
tor’’ if court was unclear as to whether arbitrator had
adequately addressed arbitration issue), cert. denied,
300 Conn. 912, 13 A.3d 1102 (2011). ‘‘[W]hen a court
remands an arbitration award for clarification, the reso-
lution of such an ambiguity is not within the policy
which forbids an arbitrator to redetermine an issue
which he [or she] has already decided, for there is no
opportunity for redetermination on the merits of what
has already been decided. . . . On remand, the arbitra-
tor is limited in his [or her] review to the specific matter
remanded for clarification and may not rehear and rede-
termine those matters not in question.’’ (Citation omit-
ted; internal quotation marks omitted.) Hartford Steam
Boiler Inspection & Ins. Co. v. Underwriters at
Lloyd’s & Cos. Collective, supra, 271 Conn. 486.
We discern no error in the court’s granting of the
motion to remand. A trial court may ‘‘remand without
vacating a case to an arbitrator for clarification of a
final award . . . .’’ Id., 485. Thus, contrary to the
Imbruce parties’ assertion, the court did not open and
vacate the arbitration award; rather, it exercised its
authority to remand the matter to the arbitrator to clar-
ify the arbitration award as to the ownership of the
shares.
Additionally, the court did not violate the doctrine
of functus officio. Ownership of the shares was an issue
raised during the arbitration. The arbitrator did not
discuss the ownership of the shares in the arbitration
award; nevertheless, the Imbruce parties and the SOS-
ventures parties maintain that the arbitrator implicitly
determined the ownership of the shares in their respec-
tive favors. Specifically, the Imbruce parties argue that,
during the arbitration, the Henry parties expressly
requested that the arbitrator award them ownership
of the shares and that the arbitrator, by not explicitly
awarding them the same and by stating that ‘‘[a]ll claims
not expressly granted [in the arbitration award] are
hereby denied,’’ necessarily denied the Henry parties’
request for ownership of the shares. Conversely, the
SOSventures parties argue that the arbitrator ruled
against the Imbruce parties and in favor of the Henry
parties with respect to all of their respective claims
in the arbitration, including the Henry parties’ claim
sounding in civil theft, such that the arbitrator implicitly
awarded the Henry parties ownership of the shares.
We conclude that these positions demonstrate that the
award is susceptible to more than one reasonable inter-
pretation. Accordingly, the court acted properly in
remanding the matter to the arbitrator to clarify her
award with respect to the ownership of the shares.18
The judgment is affirmed.
In this opinion the other judges concurred.
1
The following defendants filed this appeal: Gregory Imbruce; Giddings
Investments, LLC; Giddings Genpar, LLC; Hunton Oil Genpar, LLC; ASYM
Capital III, LLC; Glenrose Holdings, LLC; and ASYM Energy Investments,
LLC (Imbruce parties). All other parties in the trial court at the time of the
decisions from which this appeal was taken are therefore deemed appellees.
See Practice Book § 60-4. Of that group, the following defendants filed a
joint appellees’ brief: SOSventures, LLC; Bradford Higgins; Edward M. Con-
rads; and Robert J. Conrads (SOSventures parties). The remaining appellees,
who are not participating in this appeal, include the sole plaintiff, Starboard
Resources, Inc., and the following defendants: Charles Henry III; Ahmed
Ammar; John P. Vaile; John Paul Otieno; William Mahoney; William F. Petti-
nati, Jr.; Giddings Oil & Gas, L.P.; Hunton Oil Partners, L.P.; ASYM Energy
Fund III, L.P.; Nicholas P. Garofolo; Sigma Gas Barbastella Fund; and Sigma
Gas Antrozous Fund.
2
For ease of discussion, we address the Imbruce parties’ claims in a
different order than they are set forth in the Imbruce parties’ principal
appellate brief.
3
The SOSventures parties are comprised of a portion of the Henry parties.
4
William F. Pettinati, Jr., a defendant in this interpleader action, initially
was a plaintiff in the Henry actions, but he subsequently withdrew his
claims therein.
5
In Henry v. Imbruce, Superior Court, judicial district of Stamford-Nor-
walk, Complex Litigation Docket, Docket No. X08-CV-XX-XXXXXXX-S, the
Henry parties filed, inter alia, an application for a prejudgment remedy.
Thereafter, the Henry parties mistakenly commenced a second action—
Henry v. Imbruce, Superior Court, judicial district of Stamford-Norwalk,
Complex Litigation Docket, Docket No. X08-CV-XX-XXXXXXX-S. The Henry
parties filed a motion to consolidate the two actions, which was granted.
6
‘‘The [Henry parties] filed their second amended complaint on July 31,
2012, and a third amended complaint by consent on June 6, 2013. These
pleadings, however, [were] superseded for the purposes of [the prior appeal]
by the [Henry parties’] counterclaims as respondents in the arbitration.’’
Henry v. Imbruce, supra, 178 Conn. App. 824 n.4.
7
General Statutes § 52-484 provides: ‘‘Whenever any person has, or is
alleged to have, any money or other property in his possession which is
claimed by two or more persons, either he, or any of the persons claiming the
same, may bring a complaint in equity, in the nature of a bill of interpleader,
to any court which by law has equitable jurisdiction of the parties and
amount in controversy, making all persons parties who claim to be entitled
to or interested in such money or other property. Such court shall hear and
determine all questions which may arise in the case, may tax costs at its
discretion and, under the rules applicable to an action of interpleader, may
allow to one or more of the parties a reasonable sum or sums for counsel
fees and disbursements, payable out of such fund or property; but no such
allowance shall be made unless it has been claimed by the party in his
complaint or answer.’’
8
Giddings Investments, LLC, is identified in the motion to dismiss as the
sole movant. On appeal, the Imbruce parties, who are all represented by
the same attorney, indicate that they collectively filed the motion to dismiss.
We will refer to the motion to dismiss as having been filed by Giddings
Investments, LLC.
9
On September 20, 2018, a number of the Henry parties filed a motion
to dismiss this appeal for lack of a final judgment. On October 31, 2018, the
SOSventures parties filed a separate motion to dismiss this appeal for lack
of a final judgment. On December 5, 2018, this court denied both motions
to dismiss.
10
On August 24, 2018, the Imbruce parties filed a notice pursuant to
Practice Book § 64-1 (b) asserting that the trial court had not filed a memo-
randum of decision with respect to its decisions denying Giddings Invest-
ments, LLC’s motion to dismiss, granting the Henry parties’ motion for an
interlocutory judgment of interpleader, and granting the Henry parties’
motion to remand. By way of an order dated December 21, 2018, the trial
court, inter alia, determined that its orders adequately set forth the reasons
underlying its rulings; nevertheless, in the December 21, 2018 order, the
court further expounded on its decisions.
11
A transfer agent is ‘‘[a]n organization (such as a bank or trust company)
that handles transfers of shares for a publicly held corporation by issuing
new certificates and overseeing the cancellation of old ones and that usually
also maintains the record of shareholders for the corporation and mails
dividend checks. Generally, a transfer agent ensures that certificates submit-
ted for transfer are properly indorsed and that the right to transfer is appro-
priately documented.’’ Black’s Law Dictionary (11th Ed. 2019) p. 81.
12
The Imbruce parties also note that the plaintiff claims no interest in
the shares. As a disinterested possessor of the shares, the plaintiff has
standing to maintain this interpleader action. See Millman v. Paige, 55 Conn.
App. 238, 242–43, 738 A.2d 737 (1999) (noting that ‘‘[t]he classic interpleader
action existing in equity, prior to the enactment of the statute, was brought
by a disinterested stakeholder to establish the undivided ownership of money
or property claimed by two or more entities or individuals’’ but that ‘‘[a]fter
the passage of the forerunner to § 52-484 in 1893, the rule that an interpleader
action be maintained only by a stakeholder with no interest in the disposition
of the fund was relaxed’’).
13
Additionally, ‘‘[o]ur review of the question of mootness is plenary.’’
Wozniak v. Colchester, 193 Conn. App. 842, 852, 220 A.3d 132, cert. denied,
334 Conn. 906, 220 A.3d 37 (2019).
14
Practice Book § 23-44 provides: ‘‘No trial on the merits of an interpleader
action shall be had until (1) an interlocutory judgment of interpleader shall
have been entered; and (2) all defendants shall have filed statements of
claim, been defaulted or filed waivers. Issues shall be closed on the claims
as in other cases.’’
15
Following the rendering of an interlocutory judgment of interpleader
in an interpleader action, we perceive no bar to a party moving to dispose
of the action on the ground that no viable adverse claims to the property at
issue exist. It is improper, however, to raise that issue before an interlocutory
judgment of interpleader has been rendered.
16
‘‘ ‘Functus officio’ has been defined as ‘having fulfilled the function,
discharged the office, or accomplished the purpose, and therefore of no
further force of authority.’ . . . As one court has observed: ‘The policy
which lies behind this [doctrine] is an unwillingness to permit one who is
not a judicial officer and who acts informally and sporadically, to re-examine
a final decision which he [or she] has already rendered, because of the
potential evil of outside communication and unilateral influence which might
affect a new conclusion.’ ’’ (Citation omitted.) Hartford Steam Boiler Inspec-
tion & Ins. Co. v. Underwriters at Lloyd’s & Cos. Collective, 271 Conn. 474,
484 n.9, 857 A.2d 893 (2004), cert. denied, 544 U.S. 974, 125 S. Ct. 1826, 161
L. Ed. 2d 723 (2005).
17
In Hartford Steam Boiler Inspection & Ins. Co. v. Underwriters at
Lloyd’s & Cos. Collective, supra, 271 Conn. 478, 480, our Supreme Court
analyzed a trial court’s order remanding a case to an arbitration panel for
a rehearing to clarify an arbitration award. Our Supreme Court applied the
Federal Arbitration Act (arbitration act), 9 U.S.C. § 1 et seq., and examined
federal case law discussing the functus officio doctrine to conclude that
the trial court had the legal authority to remand, without vacating, the
arbitration award. Id., 482–93. In concluding that the arbitration act applied,
our Supreme Court explained: ‘‘The United States Supreme Court expressly
has held that Congress ‘intended [the arbitration act] to apply in state and
federal courts,’ pursuant to the exercise of its commerce clause powers.
Southland Corp. v. Keating, 465 U.S. 1, 15, 104 S. Ct. 852, 79 L. Ed. 2d 1
(1984); accord Allied-Bruce Terminix Cos. v. Dobson, 513 U.S. 265, 271–72,
277, 115 S. Ct. 834, 130 L. Ed. 2d 753 (1995); Hottle v. BDO Seidman,
LLP, 268 Conn. 694, 702, 846 A.2d 862 (2004) (discussing applicability of
arbitration act to states as set forth in United States Supreme Court prece-
dent). Thus, where parties have entered into ‘a contract evidencing a transac-
tion involving commerce to settle by arbitration a controversy thereafter
arising out of such contract or transaction’; 9 U.S.C. § 2; the arbitration act
applies.’’ Hartford Steam Boiler Inspection & Ins. Co. v. Underwriters at
Lloyd’s & Cos. Collective, supra, 483. Our Supreme Court proceeded to
determine that ‘‘the contract between the parties, which authorizes the
parties to institute arbitration proceedings in the event of a dispute, arises
from a transaction involving commerce.’’ Id.
In the prior appeal involving the Imbruce parties and the SOSventures
parties, this court stated that the trial court had found, and the parties had
agreed, that the arbitration act applied ‘‘because the underlying contracts
involve interstate commerce.’’ Henry v. Imbruce, supra, 178 Conn. App. 826.
More specifically, this court observed that the matter involved ‘‘speculators
in California, Connecticut, Illinois and Texas [who had] invested capital in
Delaware companies (headquartered in Connecticut and Texas) that exploit
mineral rights in Texas and Oklahoma.’’ Id., 826 n.6. In light of the foregoing,
we conclude that the arbitration act applies insofar as the Imbruce parties
claim that the trial court improperly granted the Henry parties’ motion to
remand and, therefore, we rely on the legal principles set forth in Hartford
Steam Boiler Inspection & Ins. Co. in resolving this claim.
18
We note that in the July 24, 2018 order granting the motion to remand,
the trial court stated that it was remanding the matter to the arbitrator ‘‘to
determine the ownership of the [shares] . . . .’’ (Emphasis added.) In the
subsequent December 21, 2018 order, however, the court stated that the
arbitrator ‘‘was in the best position to clarify her award as to the [shares]’’
and that the July 24, 2018 order ‘‘was simply remanding an issue to the
[a]rbitrator for clarification of her [a]ward.’’ (Emphasis added.) We construe
these orders to mean that the court remanded the matter to the arbitrator
to clarify the arbitration award with regard to the ownership of the shares,
not to decide an unresolved claim or to reconsider a claim that already had
been adjudicated.