Deutsche Bank AG v. Sebastian Holdings, Inc. , 331 Conn. 379 ( 2019 )

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DEUTSCHE BANK AG v. SEBASTIAN
HOLDINGS, INC., ET AL.
(SC 20037)
(SC 20038)
Robinson, C. J., and Palmer, McDonald, D’Auria,
Mullins, Kahn and Ecker, Js.
Syllabus
The plaintiff bank brought the present action against the defendant corpora-
tion, S Co., and the individual defendant V, S Co.’s sole shareholder and
director, seeking to enforce a foreign judgment. The plaintiff previously
brought an action in England against S Co., seeking to recover damages
for money owed to it for various trading losses that S Co. incurred after
it opened certain trading accounts with the plaintiff. The English court
rendered judgment for the plaintiff and awarded it damages and interest.
Thereafter, in a postjudgment proceeding, the English court awarded
the plaintiff litigation costs and held V, who was not a party to the
English action, personally liable for the payment of those costs. In the
present action, the plaintiff sought to pierce the corporate veil of S Co.
and to hold V liable for the English judgment. Thereafter, S Co. and V
filed a motion for summary judgment, claiming that the doctrine of res
judicata barred the plaintiff’s corporate veil piercing claim on the ground
that the plaintiff was required to raise that claim in the English action.
The plaintiff filed a separate motion for summary judgment, asserting
that the court in the English action had made certain factual findings
definitively establishing that V was the alter ego of S Co. and that V
therefore was collaterally estopped from denying that he was personally
liable for the judgment in the English action. The trial court denied both
motions, and the parties filed separate appeals with the Appellate Court,
which affirmed the trial court’s denial of the parties’ motions for sum-
mary judgment. The Appellate Court concluded that the plaintiff’s corpo-
rate veil piercing claim was not barred by res judicata because that
claim was different in nature from the breach of contract claims asserted
in the English action. The Appellate Court also concluded that V was
not collaterally estopped from denying liability for the judgment in the
English action because the court’s factual findings regarding V’s control
over S Co. were nonessential to the judgment in the English action. On
the granting of certification, the parties filed separate appeals with this
court from the Appellate Court’s judgment. Held that the Appellate Court
properly affirmed the decision of the trial court; this court concluded,
following a careful examination of the appellate record and consider-
ation of the arguments presented, that the Appellate Court’s opinion
sufficiently addressed the issues presented, and, accordingly, this court
adopted that opinion as the proper statement of the issues and the
applicable law concerning those issues.
Argued October 10, 2018–officially released April 9, 2019
Procedural History
Action seeking, inter alia, the enforcement of a for-
eign judgment, brought to the Superior Court in the
judicial district of Stamford-Norwalk, where the case
was transferred to the Complex Litigation Docket;
thereafter, the court, Genuario, J., denied the plaintiff’s
motion for summary judgment and the defendants’
motion for summary judgment, from which the plaintiff
and the defendants filed separate appeals to the Appel-
late Court, Alvord, Bentivegna and Pellegrino, Js.,
which affirmed the trial court’s decision, and the plain-
tiff and the defendants, on the granting of certification,
filed separate appeals with this court. Affirmed.
Wesley W. Horton, with whom were Karen L. Dowd
and Wyatt R. Jansen, and, on the brief, Michael S.
Taylor, Charles W. Pieterse, Thomas P. O’Connor, Rich-
ard M. Zaroff, pro hac vice, and Ira S. Zaroff, pro hac
vice, for the appellants in SC 20037 and appellees in
SC 20038 (defendants).
David G. Januszewski, with whom were Thomas D.
Goldberg, and, on the brief, Bryan J. Orticelli and
Sheila C. Ramesh, pro hac vice, for the appellee in SC
20037 and appellant in SC 20038 (plaintiff).
Opinion
PER CURIAM. These interlocutory appeals require
us to determine the preclusive effect, if any, to give in
the present action to the findings and judgment ren-
dered by the Queen’s Bench Division of the High Court
of Justice of England and Wales (English court) in a
prior action (English action) brought by the plaintiff,
Deutsche Bank AG, against the named defendant,
Sebastian Holdings, Inc. (Sebastian). The English
action, tried to the bench in a judicial proceeding lasting
forty-five days, resulted in a $243,023,089 judgment, plus
interest, against Sebastian in November, 2013. Unable
to collect on its English judgment, the plaintiff com-
menced the present action in Connecticut to enforce the
English judgment against Sebastian and the individual
defendant, Alexander Vik, who at all relevant times has
been the sole shareholder and sole director of Sebas-
tian. In its Connecticut action, the plaintiff seeks to
pierce Sebastian’s corporate veil and hold Vik person-
ally liable, as Sebastian’s alter ego, for his corporation’s
judgment debt. Each of the parties claims an entitle-
ment in the present case to a preclusive effect that
inures to their respective advantage as a result of the
final judgment rendered in the English action. The pre-
sent appeals arise out of the unsuccessful efforts of
each of the parties to persuade the trial court that this
action must be decided in its respective favor on the
basis of the alleged preclusive effect of the English
judgment. The Appellate Court agreed with the trial
court that none of the parties is entitled to the claimed
preclusive effect. Deutsche Bank AG v. Sebastian Hold-
ings, Inc., 174 Conn. App. 573, 585–86, 166 A.3d 716
(2017). We affirm the judgment of the Appellate Court.
A brief overview of the facts and proceedings pro-
vides sufficient background for present purposes. Sebas-
tian, a corporation organized under the laws of Turks
and Caicos Islands, opened a series of trading accounts
with the plaintiff between 2006 and 2008. Numerous
agreements were entered into between the plaintiff and
Sebastian with respect to these accounts, including the
‘‘FX’’ Prime Brokerage Agreement, the ‘‘FX’’ ISDA Mas-
ter Agreement, the Pledge Agreement dated November
28, 2006, and the ‘‘Said Letter of Authority,’’ among oth-
ers. As the global financial crisis unfolded in the autumn
of 2008, one or more of these accounts experienced mas-
sive trading losses, and the plaintiff issued margin calls
totaling hundreds of millions of dollars. Vik caused pay-
ments to be made covering some, but not all, of the
required amounts. In early 2009, the plaintiff commenced
the English action against Sebastian to recover the bal-
ance of its losses allegedly caused by Sebastian’s failure
to honor its contractual agreements. Sebastian counter-
claimed, alleging that the plaintiff had mishandled the
accounts to Sebastian’s financial detriment. The English
action terminated in a judgment awarding the plaintiff
$243,023,089, plus interest, and rejecting all of Sebas-
tian’s counterclaims.1 Sebastian failed to pay any portion
of the judgment debt.
The plaintiff commenced the present action on
December 13, 2013, to enforce the English judgment
against Sebastian and Vik personally.2 The complaint
contains two counts. The first count seeks a judgment
declaring that the plaintiff is entitled to ‘‘pierce the
corporate veil’’ of Sebastian because Vik is Sebastian’s
alter ego and, as such, is jointly and severally liable for
all sums due under the English action—an amount that
now exceeds $325 million. Count two seeks to enforce
the English judgment against Vik personally under the
Uniform Foreign Money Judgments Recognition Act,
as adopted in Connecticut. See General Statutes § 52-
604 et seq. The parties filed cross motions for summary
judgment based on two very different legal theories
about the putative preclusive effect of the English judg-
ment. Sebastian and Vik argued that the doctrine of res
judicata barred the present action because the plaintiff
could have brought its veil piercing claim against Vik
and Sebastian as part of the English action, but failed
to do so. The plaintiff’s motion for summary judgment
was predicated on the doctrine of collateral estoppel.
The plaintiff argued that the English court made certain
essential factual findings ‘‘definitively establish[ing]
. . . Vik as [Sebastian’s] alter ego,’’ which were entitled
to preclusive effect in the present action.
The trial court denied both motions for summary
judgment and the Appellate Court affirmed the interloc-
utory ruling of the trial court.3 See Deutsche Bank AG
v. Sebastian Holdings, Inc., supra, 174 Conn. App. 592.
The Appellate Court determined that the plaintiff’s veil
piercing claim was not barred by the doctrine of res
judicata because the plaintiff ‘‘is not seeking to relitigate
a claim of contractual liability that previously was
decided in the English judgment’’ but, rather, ‘‘to
enforce the unsatisfied English judgment against Vik
under a corporate veil piercing theory.’’ Id., 585. The
Appellate Court aptly noted that requiring the plaintiff
to have pursued its veil piercing claim ‘‘in the English
action would produce an unjust result, as the plaintiff
would have been required to have anticipated that
Sebastian would refuse to satisfy the English judg-
ment.’’ Id. As for the alleged collateral estoppel effect
of the English court’s factual findings regarding Vik’s
domination and control over Sebastian, the Appellate
Court held that those findings ‘‘were nonessential’’ to
the English court’s judgment because of the predicate
finding that the plaintiff had not ‘‘breach[ed] any duties
it owed to Sebastian . . . .’’ Id., 589. The Appellate
Court also found that the factual findings made by the
English court in the postjudgment costs proceeding
held pursuant to § 51 of the Senior Courts Act; see
footnote 1 of this opinion; were not entitled to preclu-
sive effect because the issues in the present action
are ‘‘not identical to those issues that were before the
English court’’ and ‘‘§ 51 proceedings do not afford the
parties the same procedural safeguards as the parties
were afforded when they litigated the underlying merits
in the English action or that the parties are afforded
in the present case.’’ Deutsche Bank AG v. Sebastian
Holdings, Inc., supra, 590–91.
We granted the parties’ petitions for certification to
appeal from the judgment of the Appellate Court to
determine whether the plaintiff was entitled to sum-
mary judgment on the basis of collateral estoppel or
Sebastian and Vik were entitled to summary judgment
on the basis of res judicata. See Deutsche Bank AG v.
Sebastian Holdings, Inc., 327 Conn. 966, 174 A.3d 192
(2017); Deutsche Bank AG v. Sebastian Holdings, Inc.,
327 Conn. 967, 173 A.3d 954 (2017).
After carefully examining the record on appeal and
considering the briefs and arguments of the parties,
we have concluded that the judgment of the Appellate
Court should be affirmed. The Appellate Court’s opinion
sufficiently addresses the certified questions, and there
is no need for us to repeat the discussion contained
therein.4 We therefore adopt the Appellate Court’s opin-
ion as the proper statement of the issues and the appli-
cable law concerning those issues. See, e.g., Brenmor
Properties, LLC v. Planning & Zoning Commission,
326 Conn. 55, 62, 161 A.3d 545 (2017); Recall Total
Information Management, Inc. v. Federal Ins. Co., 317
Conn. 46, 51, 115 A.3d 458 (2015).
The judgment of the Appellate Court is affirmed.
1
In a postjudgment proceeding held pursuant to § 51 of the Senior Courts
Act, the English court held Vik, who was not a party to the English action,
personally liable for the payment of £36,204,891 of the plaintiff’s litigation
costs and expenses. See Senior Courts Act, 1981, c. 54, § 51.
2
The complaint alleges that Vik resides at a home in Greenwich for a
substantial number of months each year and conducts the business opera-
tions of Sebastian from that location. The defendants filed a motion to
dismiss on the basis of forum non conveniens at an earlier stage of the
litigation, which was denied by the trial court on June 4, 2014.
3
See Santorso v. Bristol Hospital, 308 Conn. 338, 346 n.7, 63 A.3d 940
(2013) (interlocutory appeal may be taken from denial of motion for sum-
mary judgment based on res judicata or collateral estoppel).
4
Another case may some day present this court with the opportunity to
address more extensively the application of res judicata principles to a case
in which a judgment creditor seeks to enforce a money judgment, obtained
against a business entity, by piercing the corporate veil to reach the assets
of an individual defendant. We do not engage in that undertaking here due
to inadequacies in the record.