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*********************************************** 
VILLAGE MORTGAGE COMPANY v.

JAMES VENEZIANO

(AC 40701)

Prescott, Suarez and DiPentima, Js.

Syllabus

The plaintiff mortgage company sought declaratory relief related to the

defendant’s failure to comply with its corporate bylaws, which required

the defendant to satisfy state and federal licensing requirements related

to the plaintiff’s mortgage loan business. The defendant was a founding

shareholder and former employee, officer, and director of the plaintiff.

The trial court, relying on a stipulation entered into by the parties,

ordered the defendant to satisfy the licensing requirements by a certain

date, or, in accordance with the plaintiff’s bylaws, his stock in the

plaintiff would be surrendered. After finding that the defendant had

failed to comply with its order, the court rendered judgment ordering

the defendant’s shares to be surrendered to the plaintiff, from which

the defendant appealed to this court. On appeal, the defendant claimed,

inter alia, that the court erred in its interpretation of the parties’ stipulation. The plaintiff subsequently filed a motion to dismiss the appeal on

the ground that this court lacked subject matter jurisdiction over the

appeal because the defendant’s claims were moot. The plaintiff argued

that during the pendency of the present appeal, it had taken the defendant’s stock in satisfaction of a judgment rendered in certain prior

litigation between the parties, and, therefore, the defendant was unable

to demonstrate that he was entitled to any practical relief. Held that

this court lacked subject matter jurisdiction, and, therefore, the appeal

was dismissed: there did not appear to be any dispute between the

parties that this court was unable to afford the defendant any direct,

practical relief from the reversal of the judgment from which he appealed

as the subject of the judgment in the present action was the defendant’s

stock in the plaintiff, which, during the pendency of the appeal, the

plaintiff has taken in satisfaction of the judgment rendered in a prior

action; despite the defendant’s claim that this court may afford him

practical relief because the issue of when the plaintiff took the stock

in satisfaction of the judgment rendered in the prior action would affect

its value, the defendant did not offer any explanation of how a reversal

of the trial court’s judgment in the present action would affect the value

of the stock, and the court in the present action did not make any

findings concerning the valuation of the stock or when the plaintiff

acquired it, and, although the defendant argued before this court that

the outcome of the present action had collateral estoppel and res judicata

effects as to when the plaintiff took his stock, he contradicted these

arguments before the trial court in the prior action, claiming that the

value of the stock taken by the plaintiff satisfied the entire judgment;

moreover, despite the defendant’s argument that his ability to bring an

action for vexatious litigation in the future against the plaintiff was

dependent on this appeal being heard on its merits, because the plaintiff

prevailed in the present action, the defendant was unable to demonstrate

that probable cause was lacking, and, thus, there was no possibility that

this court’s resolution of the claims raised in the appeal would have the

effect of imposing liability on the plaintiff for commencing the present

action; furthermore, the defendant’s claim that the present appeal could

affect a future action against the plaintiff for fraud was unavailing, the

scope of the underlying action was narrow, there were no claims of

fraud before the court, and, as a result of the defendant’s conclusory

analysis of this issue in his objection to the plaintiff’s motion to dismiss

the appeal, the factual basis of any future cause of action sounding in

fraud was unknown to this court; accordingly, the defendant did not

demonstrate what was reasonably possible in the future, and, therefore,

this court was not persuaded that the collateral consequences on which

the defendant relied were reasonably possible.

Argued October 5, 2020—officially released March 9, 2021
Procedural History

Action seeking, inter alia, a declaratory judgment

with respect to the ownership of certain shares of the

plaintiff corporation, brought to the Superior Court in

the judicial district of Hartford, where the matter was

tried to the court, Scholl, J.; judgment for the plaintiff,

from which the defendant appealed to this court; subsequently, the court, Scholl, J., denied the defendant’s

motion to open, and the defendant filed an amended

appeal. Appeal dismissed.

Gregory T. Nolan, with whom, on the brief, was Patsy

M. Renzullo, for the appellant (defendant).

Richard P. Weinstein, with whom, on the brief, was

Sarah Black Lingenheld, for the appellee (plaintiff).
Opinion

SUAREZ, J. The defendant, James Veneziano, was a

founding shareholder and former employee, officer, and

director of the plaintiff, Village Mortgage Company. The

plaintiff brought the civil action underlying this appeal

seeking relief related to the defendant’s failure to comply with its corporate bylaws, which required the defendant to satisfy state and federal licensing requirements

pertaining to its mortgage loan business. During the

course of the underlying litigation, the trial court, relying on a stipulation entered into by the parties, ordered

the defendant to satisfy the licensing requirements at

issue by a certain date or, in accordance with the penalty for his noncompliance set forth in the plaintiff’s

bylaws, his stock in the plaintiff would be surrendered

to the plaintiff. Subsequently, after finding that the

defendant had failed to comply with its order, the court

rendered judgment ordering the defendant’s shares to

be surrendered to the plaintiff.

From this judgment, the defendant appeals. The

defendant claims that the court erred (1) in its interpretation of the parties’ stipulation, (2) by failing to apply

the doctrines of substantial performance, waiver, and

estoppel in its analysis of whether he satisfied the

court’s order, (3) in finding that the plaintiff did not

breach the covenant of good faith and fair dealing, and

(4) by denying his motion to open the judgment without

holding a preliminary hearing related to the motion.

The plaintiff argues that this court lacks subject matter

jurisdiction over the appeal because the defendant’s

claims are moot. We agree with the plaintiff’s jurisdictional argument. Accordingly, we dismiss the appeal.

The following facts, as found by the court, and procedural history are relevant to our analysis. The plaintiff

commenced the underlying action in February, 2016.

In its revised complaint dated March 29, 2016, it alleged

in count one that it was in the business of originating

residential mortgage loans and was regulated by the

federal government and the New England states in

which it was licensed. The plaintiff alleged that regulations require ‘‘those who have [a 10 percent] or more

ownership interest in . . . mortgage companies to

[submit] to background checks, fingerprinting, credit

checks, net worth compliance, surety bonds, and mandatory and timely record management and reporting

on the [National Mortgage Licensing System, the system

of licensure for mortgage companies and individuals

seeking licensing by state and federal mortgage licensing authorities] . . . .’’ The plaintiff alleged that the

defendant owned more than 10 percent of its stock and

that his license and records ‘‘are inexorably linked to

the [plaintiff’s] . . . records.’’

The plaintiff alleged that, despite its request, the

defendant had failed to comply with the regulatory
requirements and his ‘‘continued failure to comply with

such regulatory requirements has made it impossible

for the plaintiff to meet its mandatory regulatory and

reporting obligations . . . which puts [the] plaintiff at

risk of potential administrative action and suspension

of the plaintiff’s license by respective state regulators.’’

The plaintiff alleged that its bylaws ‘‘address the recalcitrance of the defendant and anyone else who may own

[10 percent of its shares] but fails and refuses to comply

with regulatory requirements,’’ in that it may demand

that such shareholder surrender his or her shares. The

plaintiff alleged that, despite making such demand, the

defendant refused to surrender his shares.

The plaintiff alleged that, pursuant to a prejudgment

remedy in a prior action that it brought against the

defendant, a state marshal was in possession of the

defendant’s stock.1 Nonetheless, the plaintiff alleged

that ‘‘it is necessary for a court to adjudicate the rights

of the plaintiff in regard to said shares and the determination ordering the surrender of same for their fair

value.’’

In count two, the plaintiff, relying on its allegations

in count one, alleged that its bylaws were enacted to

protect its ‘‘federal and state licensing . . . .’’ The

plaintiff also alleged that the bylaws should be enforced

and it sought specific performance related thereto.

The parties entered into a stipulation that was

reflected in an order issued by the court, Dubay, J., on

March 28, 2016. The order provided: ‘‘By stipulation,

[the defendant’s] stock is deemed to be surrendered to

the [plaintiff] corporation pursuant to the bylaw provision requiring compliance with state and federal licensing authorities and shall be turned over by the marshal

to the corporation unless the defendant fully and completely satisfies all federal and state regulatory licensing

requirements for shareholders of [10 percent] or more

stock in the plaintiff corporation on or before April

11, 2016.’’

On March 31, 2016, the defendant filed a notice of

compliance with Judge Dubay’s March 28, 2016 order.

The following day, the plaintiff objected to the notice

of compliance on the grounds that neither the plaintiff

nor the applicable regulatory authorities had reviewed

the filings purportedly made by the defendant or

deemed them to be satisfactory. Ultimately, the matter

was scheduled for a trial before the court, Scholl, J.,

on February 3, 2017. Prior to the trial, the defendant

filed an offer of proof in which he requested to elicit

testimony from one or more of the plaintiff’s attorneys

with respect to the meaning of the parties’ stipulation.

The plaintiff objected to the defendant’s request and

offer of proof. The court denied the defendant’s request,

noting that its order was clear and unambiguous, and

that its focus at the trial would be on whether the

defendant had complied with the order. Following the
trial, the parties submitted briefs to the court.

After the date of the trial, but before the court issued

its decision, the defendant filed a motion to open the

evidence, which the court denied on May 8, 2017. In a

subsequent articulation of its denial of this motion, the

court explained: ‘‘The evidence proffered in the motion

was not relevant to the issue before the court. The sole

issue before the court was whether the defendant had

complied with the court order entered pursuant to the

parties’ stipulation.’’

In its June 6, 2017 memorandum of decision, the

court stated in relevant part: ‘‘The plaintiff is a mortgage

lender licensed by state regulators. It does business in

a number of states. [Haley Rice, the plaintiff’s chief

compliance officer and general counsel] oversees

licensing requirements for the plaintiff. On March 31,

2016, Rice received the defendant’s alleged compliance.

It was not sufficient to submit to the regulators because

[the defendant’s] financial statement was filled out in

pencil and the representations and warranties section

on the last page, in which the signatory represents that

the information provided is true, correct, and complete

was crossed out. A notarized document submitted was

[incorrectly] dated [March 30, 1948]. Although the plaintiff did receive new financials from the defendant, other

deficiencies in his package persisted. A copy of the

notarized document was resubmitted which was an

altered form of the original document. Rice never

received a complete set of forms from [the defendant]

sufficient to submit to the appropriate regulatory

authorities. [The defendant] did not request a background check as the regulatory form required. Nor did

he fully explain the ‘yes’ answer on the forms, as

required, in particular, and explanation of ‘yes’ to the

question: ‘Q. Have you ever voluntarily resigned, been

discharged, or permitted to resign after allegations were

made that accused you of . . . fraud, dishonesty, theft,

or the wrongful taking of property?’ To another ‘yes’

question the defendant provided inaccurate information. No package of forms acceptable to be submitted

to the regulators was received from [the defendant] by

the plaintiff on or before April 11, 2016.

‘‘The defendant claims that the plaintiff breached the

stipulation by not submitting the defendant’s package

of materials to regulators. Yet the court agrees that the

plaintiff had no obligation to submit to the regulators

materials that were in pencil, appeared to have been

altered, or were inaccurate or incomplete.

‘‘The defendant also claims that the parties’ stipulation was not a fully integrated agreement, but included

the requirements set forth [in an exhibit submitted to

the court]. . . . Here, the court’s order, based on the

parties’ stipulation, is complete in itself as to its terms.

In any event, even if the court was to consider the

instructions in [the exhibit] as part of the stipulation
on which the order was based, the defendant did not

comply with those instructions. For example, [the

exhibit] required that the defendant request a background check, which he did not.

‘‘Lastly, the defendant has not substantially complied

with the stipulation and order as he claims. . . . Here,

based on the facts found by the court, the defendant

did not comply with the terms of the stipulation and

his breach was not immaterial.

‘‘Therefore, the court finds that the defendant . . .

did not comply with the court’s March 28, 2016 order

and judgment shall enter in favor of the plaintiff . . .

that the defendant’s stock is deemed surrendered to

the [plaintiff] pursuant to the bylaw provision requiring

compliance with state and federal licensing authorities

and shall be turned over by the marshal to the [plaintiff].’’ (Citations omitted.) Thereafter, the defendant

filed a motion to reargue, to which the plaintiff objected.

The court denied the motion to reargue on July 17,

2017. Thereafter, the defendant appealed. After filing

the appeal, the defendant moved to open the judgment,

to which the plaintiff objected. On October 13, 2017,

the court denied the motion to open. On November 22,

2017, the defendant filed an amended appeal encompassing the judgment rendered by the court in favor of

the plaintiff, as well as the court’s denial of his motion

to open the judgment.

During the pendency of the present appeal, but prior

to the time of oral argument, the plaintiff, pursuant to

Practice Book § 66-8, filed a motion to dismiss the

appeal on the ground that it was moot.2 The plaintiff

argued in relevant part: ‘‘[T]he fundamental issue in this

action was the ownership of stock in [the] plaintiff at

one time owned by [the] defendant. However, since the

commencement of the [present] action, [the] plaintiff

has obtained a final judgment in a separate action

against [the] defendant. [The] [d]efendant’s stock had

been the subject [of] a prejudgment attachment during

the pendency of such [prior] separate action but has

now been turned over to [the] plaintiff and the value

of such stock credited toward the judgment [awarded

to the plaintiff in the prior action]. Regardless of the

outcome of the [present] appeal, [the] plaintiff is entitled to [the] defendant’s stock in satisfaction of the

judgment in the [prior] action. Because [the] plaintiff

has already taken [the] defendant’s stock, there is no

practical relief that can be awarded by this court and

the appeal is moot. Therefore, [the] defendant’s appeal

should be dismissed.’’

In support of its motion to dismiss, the plaintiff

referred to the procedural history of the prior action

before the trial court, this court, and our Supreme

Court, which is not in dispute.3

In 2012, the plaintiff

brought the prior action against the defendant seeking

to, inter alia, recover damages under a theory that, for
several years, the defendant had used his control of the

plaintiff’s finances to misappropriate its funds. In July,

2014, the court, Pickard, J., granted the plaintiff a prejudgment remedy permitting it to attach $1,250,000

worth of the defendant’s stock in the plaintiff. In accordance with this remedy, a state marshal took possession

of the defendant’s stock. In January, 2016, following a

court trial, the court, J. Moore, J., awarded the plaintiff

$2,080,185.09 in damages.

On January 26, 2016, the defendant filed an appeal

from the judgment rendered in the prior action. On

July 25, 2017, this court officially released its decision

affirming the judgment of the trial court. See Village

Mortgage Co. v. Veneziano, 175 Conn. App. 59, 167 A.3d

430 (2017). The defendant filed a petition for certification to appeal from this court’s judgment, which our

Supreme Court denied on November 8, 2017. See Village

Mortgage Co. v. Veneziano, 327 Conn. 957, 172 A.3d

205 (2017). According to the plaintiff, it thereafter took

possession of the defendant’s stock, cancelled the

shares, and credited the value of the stock to partially

satisfy the judgment it obtained in the prior action.4

The plaintiff argued in its motion to dismiss that the

only relief it sought in the present action was the relief

that it had obtained, namely, a declaration that the

defendant’s stock in the plaintiff was deemed to be

surrendered to the plaintiff. The plaintiff relied on the

fact that the court had awarded it possession of the

defendant’s stock in the prior action. Moreover, the

plaintiff argued, during the pendency of this appeal, the

defendant not only had exhausted his right to appeal

from the judgment rendered in the prior action, but

also that the plaintiff had taken possession of the stock

in partial satisfaction of the judgment rendered in the

prior action. Thus, the plaintiff argued, the defendant is

unable to demonstrate that he is entitled to any practical

relief in connection with the present appeal. The plaintiff asserted that, regardless of whether the judgment

rendered in the present action was affirmed or reversed

as a result of this appeal, the judgment rendered in the

prior action provided it with an independent legal right

to the stock at issue.

The defendant filed an opposition to the plaintiff’s

motion to dismiss the appeal. Notably, the defendant

did not dispute the relevant facts on which the plaintiff

relied in its motion. Instead, the defendant argued that,

although this court could not provide him direct, practical relief in terms of his regaining his stock, as the

plaintiff had argued, it nonetheless could afford him

practical relief with respect to two collateral consequences attendant to the judgment rendered in the present action.5 First, he argued that ‘‘the issue of when

[the plaintiff] took [the defendant’s] stock affects the

value of the taken stock, and this issue may be subject

to preclusion based upon the June 6, 2017 decision
. . . .’’ In this respect, he argued that the judgment

from which he appeals ‘‘may preclude further litigation

of the issue of when the stock was taken by the [plaintiff], in 2012 or 2016. The value of [the plaintiff] changed

dramatically between these years, thereby affecting the

value of the stock taken from the [defendant] by the

[plaintiff]. The issue of the value of the stock has not

been litigated to a final judgment, so this issue remains

in contention, especially as to whether the amount of

the final judgment [awarded to the plaintiff in the prior

action] has been partially or completely satisfied.’’

Second, the defendant argued that his ability to bring

an action against the plaintiff sounding in vexatious

litigation or fraud, related to the present action, was

somehow dependent on his prevailing in the present

appeal. The defendant argued that he had ‘‘an independent stake in obtaining a judgment in his favor for

purposes of a later lawsuit for vexatious litigation and

fraud.’’ The defendant argued that several of his appellate claims concerned ‘‘the illegal, fraudulent, and vexatious ways the stock was taken in the present case

. . . .’’ On April 11, 2018, this court denied the motion

to dismiss the appeal. In the plaintiff’s appellate brief,

filed on May 11, 2018, the plaintiff, expressly relying on

the facts and legal grounds set forth in its motion to

dismiss the appeal, reasserted that this court lacks subject matter jurisdiction over the appeal because it is

moot.6 The defendant did not address the jurisdictional

issue in its reply brief. We observe that, despite the

fact that this court has denied the plaintiff’s motion to

dismiss, we may choose to reevaluate the jurisdictional

question at this juncture. See, e.g., Governors Grove

Condominium Assn., Inc. v. Hill Development Corp.,

187 Conn. 509, 511 and n.6, 446 A.2d 1082 (1982), overruled on other grounds by Morelli v. Manpower, Inc.,

226 Conn. 831, 628 A.2d 1311 (1993); Barry v. Historic

District Commission, 108 Conn. App. 682, 687 n.2, 950

A.2d 1, cert. denied, 289 Conn. 943, 959 A.2d 1008 (2008),

and cert. denied, 289 Conn. 942, 959 A.2d 1008 (2008);

Rocque v. Sound Mfg., Inc., 76 Conn. App. 130, 132 n.3,

818 A.2d 884, cert. denied, 263 Conn. 927, 823 A.2d 1217

(2003); Groesbeck v. Sotire, 1 Conn. App. 66, 67–68, 467

A.2d 1245 (1983). In this circumstance, we are persuaded that it is necessary to reevaluate the jurisdictional issue.

We are guided in our jurisdictional analysis by well

settled principles. ‘‘Mootness is a question of justiciability that must be determined as a threshold matter

because it implicates this court’s subject matter jurisdiction. . . . Justiciability requires (1) that there be an

actual controversy between or among the parties to the

dispute . . . (2) that the interests of the parties be

adverse . . . (3) that the matter in controversy be

capable of being adjudicated by judicial power . . .

and (4) that the determination of the controversy will

result in practical relief to the complainant. . . . An
actual controversy must exist not only at the time the

appeal is taken, but also throughout the pendency of

the appeal. . . . When, during the pendency of an

appeal, events have occurred that preclude an appellate

court from granting any practical relief through its disposition of the merits, a case has become moot.’’ (Citation omitted; internal quotation marks omitted.)

Renaissance Management Co. v. Barnes, 175 Conn.

App. 681, 685–86, 168 A.3d 530 (2017).

‘‘Mootness presents a circumstance wherein the issue

before the court has been resolved or had lost its significance because of a change in the condition of affairs

between the parties. . . . [T]he existence of an actual

controversy is an essential requisite to appellate jurisdiction; it is not the province of appellate courts to

decide moot questions, disconnected from the granting

of actual relief or from the determination of which no

practical relief can follow. . . . In determining mootness, the dispositive question is whether a successful

appeal would benefit the plaintiff or defendant in any

way.’’ (Citations omitted; internal quotation marks omitted.) New Image Contractors, LLC v. Village at Mariner’s Point Ltd. Partnership, 86 Conn. App. 692, 698,

862 A.2d 832 (2004).

‘‘[Our Supreme Court] has recognized, however, that

a case does not necessarily become moot by virtue of

the fact that . . . due to a change in circumstances,

relief from the actual injury is unavailable. [Our

Supreme Court has] determined that a controversy continues to exist, affording the court jurisdiction, if the

actual injury suffered by the litigant potentially gives

rise to a collateral injury from which the court can grant

relief. . . . [F]or a litigant to invoke successfully the

collateral consequences doctrine, the litigant must

show that there is a reasonable possibility that prejudicial collateral consequences will occur. . . . This standard provides the necessary limitations on justiciability

underlying the mootness doctrine itself. Where there is

no direct practical relief available from the reversal of

the judgment . . . the collateral consequences doctrine acts as a surrogate, calling for a determination

whether a decision in the case can afford the litigant

some practical relief in the future. The reviewing court

therefore determines, based upon the particular situation, whether the prejudicial collateral consequences

are reasonably possible.’’ (Citation omitted; internal

quotation marks omitted.) State v. Gomes, Conn.

, , A.3d (2021).

There does not appear to be any dispute between the

parties that this court is unable to afford the defendant

any direct, practical relief from the reversal of the judgment from which he appeals. The subject of the judgment in the present action was the defendant’s stock

in the plaintiff and, during the pendency of the present

appeal, the plaintiff has taken the stock in satisfaction
of the judgment rendered in the prior action. Thus, we

focus our analysis on the defendant’s argument that we

may afford him some practical relief for the two reasons

that he has articulated in his opposition to the plaintiff’s

motion to dismiss the appeal.

The defendant’s first argument is that the issue of

when the plaintiff took the stock greatly affects the

value of the stock and that ‘‘this issue may be subject

to preclusion based upon the June 6, 2017 decision [of

Judge Scholl in the underlying action] . . . .’’ We note

that, in the prior action, the defendant maintained that

the plaintiff took the stock in 2012, as a consequence

of certain regulatory filings, and not in 2016, when the

court rendered judgment in the prior action in favor of

the plaintiff. The defendant, however, does not offer

any explanation of how a reversal of the judgment in

the present action would affect the value of the stock

that was taken by the plaintiff as a consequence of the

judgment rendered in the prior action. The court in the

present action did not make any findings concerning

the valuation of the stock or when the plaintiff took it.

We also note that, although the defendant argues

before this court that ‘‘[t]he outcome of [the present

action] has collateral estoppel and res judicata effects

as to when the [plaintiff] took [his] stock,’’ he completely contradicted these arguments before the trial

court in the prior action. In the prior action, on February

13, 2018, the defendant filed a motion for a determination that the judgment had been satisfied, in which he

argued that the value of the stock taken by the plaintiff

satisfied the entire judgment.7 The plaintiff filed two

objections to this motion. In a March 13, 2018 reply, the

defendant argued in relevant part: ‘‘Claim preclusion,

or res judicata, does [not] . . . affect this stock valuation. No court has determined the fair value of the

stock taken from the defendant in satisfaction of the

judgment.’’ Specifically referring to the judgment rendered in the present action, the defendant stated: ‘‘Claim

preclusion does not apply, as to stock valuation, with

regard to the judgment [rendered by Judge Scholl on

June 6, 2017]. In that matter, Judge Scholl did not hear

any testimony regarding the value of the defendant’s

stock; the trial decided which party breached a stipulation. There was no determination of the stock’s value,

over the defendant’s objection.’’ These representations

by the defendant in the prior action are consistent with

our assessment of the present action.

Turning to the next collateral consequence advanced

by the defendant, he argues that his ability to bring an

action, related to the present action, against the plaintiff

in the future is dependent on this appeal being heard

on its merits. His arguments are, at times, inconsistent.

He argues that ‘‘because of the [plaintiff’s] misconduct,

as discussed in [the defendant’s appellate] brief, the

[defendant] will seek to bring a vexatious litigation
claim against the [plaintiff]. However, the [defendant]

cannot sue for vexatious litigation or fraud if the underlying lawsuit has not terminated fully in [the plaintiff’s]

favor. Accordingly, both parties continue to have stakes

in the outcome of this appeal . . . .’’ He also argues:

‘‘[B]ecause of the illegal, fraudulent and vexatious way

the stock was taken in the present case, which remain

issues on appeal, the case is not moot as the [defendant]

has an independent stake in obtaining a judgment in

his favor for purposes of a later lawsuit for vexatious

litigation and fraud.’’ He asserts that, if he prevails in

this appeal, ‘‘the [plaintiff] will be liable for its wrongful

conduct in litigating this matter.’’

A brief review of principles governing vexatious litigation is warranted. ‘‘The cause of action for vexatious

litigation permits a party who has been wrongfully sued

to recover damages. . . . In Connecticut, the cause of

action for vexatious litigation exists both at common

law and pursuant to statute. Both the common law and

statutory causes of action [require] proof that a civil

action has been prosecuted . . . . Additionally, to

establish a claim for vexatious litigation at common

law, one must prove want of probable cause, malice

and a termination of suit in the plaintiff’s favor. . . .

The statutory cause of action for vexatious litigation

exists under [General Statutes] § 52-568, and differs

from a common-law action only in that a finding of

malice is not an essential element, but will serve as a

basis for higher damages. . . . In the context of a claim

for vexatious litigation, the defendant lacks probable

cause if he lacks a reasonable, good faith belief in the

facts alleged and the validity of the claim asserted.’’

(Citations omitted; footnote omitted; internal quotation

marks omitted.) Bernhard-Thomas Building Systems,

LLC v. Dunican, 286 Conn. 548, 553–54, 944 A.2d 329

(2008).

‘‘[I]f it appears in the action for . . . a vexatious suit,

that the prosecution properly ended in a judgment of

conviction, or that in the civil suit judgment was properly rendered against the defendant therein, such outstanding judgment is, as a general rule, conclusive evidence of the existence of probable cause for instituting

the prosecution, or the suit. . . . [I]f the trial court

determines that the prior action was objectively reasonable, the plaintiff has failed to meet the threshold

requirement of demonstrating an absence of probable

cause and the defendant is entitled to prevail. . . . This

is true although it is reversed upon appeal and finally

terminated in favor of the person against whom the

proceedings were brought. . . . Likewise, a termination of civil proceedings . . . by a competent tribunal

adverse to the person initiating them is not evidence

that they were brought without probable cause.’’ (Citations omitted; emphasis added; internal quotation

marks omitted.) Byrne v. Burke, 112 Conn. App. 262,

275–76, 962 A.2d 825, cert. denied, 290 Conn. 923, 966
A.2d 235 (2009).

The foregoing authority clearly undermines the

defendant’s argument that the present appeal may affect

the outcome of a vexatious litigation action brought

by him against the plaintiff in the future. Because the

plaintiff prevailed in the present action, the defendant is

unable to demonstrate that probable cause was lacking,

even if we were to resolve this appeal in his favor.

Contrary to the defendant’s arguments, there is no possibility that our resolution of the claims raised in the

appeal would have the effect of imposing liability on

the plaintiff for commencing the present action.

The defendant also argues that the present appeal

could affect a future action against the plaintiff sounding in fraud. ‘‘The essential elements of an action in

[common-law] fraud . . . are that: (1) a false representation was made as a statement of fact; (2) it was untrue

and known to be untrue by the party making it; (3) it

was made to induce the other party to act upon it; and

(4) the other party did so act upon that false representation to his injury. . . . [T]he party to whom the false

representation was made [must claim] to have relied

on that representation and to have suffered harm as a

result of the reliance.’’ (Internal quotation marks omitted.) Sturm v. Harb Development, LLC, 298 Conn. 124,

142, 2 A.3d 859 (2010).

The scope of the underlying action was narrow. The

sole issue before the court was whether the defendant

had complied with its March 28, 2016 order. There were

no claims of fraud before the court and, in fact, the

conduct of the plaintiff was not the subject of the court’s

decision. As a result of the defendant’s conclusory analysis of this issue in his objection to the plaintiff’s motion

to dismiss the appeal, the factual basis of any future

cause of action sounding in fraud is unknown to this

court. In invoking the collateral consequences doctrine,

an appellant need not demonstrate what is certain in

the future, but must, through reasoned argument, demonstrate to the reviewing court what is reasonably possible in the future. See State v. Gomes, supra, Conn.

. The defendant has failed to do so, and it is well

settled that ‘‘speculation and conjecture . . . have no

place in appellate review.’’ (Internal quotation marks

omitted.) New Hartford v. Connecticut Resources

Recovery Authority, 291 Conn. 502, 510, 970 A.2d 578

(2009). Accordingly, this argument is unavailing.

For the foregoing reasons, we are not persuaded that

the collateral consequences on which the defendant

relies are reasonably possible. We dismiss the appeal

as moot and thus do not reach the merits of the claims

raised therein.

The appeal is dismissed.

In this opinion the other judges concurred.

1 The plaintiff commenced the prior action in 2012 seeking to, inter alia,
recover damages under a theory that, for several years, the defendant had

used his control of the plaintiff’s finances to misappropriate its funds. We

will discuss the prior action in greater detail later in this opinion.

2 Practice Book § 66-8 provides in relevant part: ‘‘Any claim that an appeal

or writ of error should be dismissed, whether based on lack of jurisdiction,

failure to file papers within the time allowed or other defect, shall be made

by a motion to dismiss the appeal or writ. Any such motion must be filed

in accordance with Sections 66-2 and 66-3. A motion to dismiss an appeal or

writ of error that claims a lack of jurisdiction may be filed at any time. . . .’’

3 We may take judicial notice of the court file in the prior action. See,

e.g., McCarthy v. Warden, 213 Conn. 289, 293, 567 A.2d 1187 (1989) (appellate

court may ‘‘take judicial notice of the court files in another suit between

the parties’’), cert. denied, 496 U.S. 939, 110 S. Ct. 3220, 110 L. Ed. 2d 667

(1990); Derderian v. Derderian, 3 Conn. App. 522, 524 n.4, 490 A.2d 1108

(‘‘[a]n appellate court can take judicial notice of court files without notifying

the parties’’), cert. denied, 196 Conn. 811, 495 A.2d 279 (1985), and cert.

denied, 196 Conn. 810, 495 A.2d 279 (1985).

4 A property execution filed by the plaintiff in the prior action on January

19, 2018, reflects that, as of that date, $673,794 of the $2,080,185.09 judgment

was paid to the plaintiff in satisfaction of the judgment. In its motion to

dismiss, the plaintiff stated that the amount paid reflects the value of the

stock that was formerly held by the defendant.

5 The defendant also argued that the motion to dismiss was untimely. We

observe that the motion to dismiss, challenging the subject matter jurisdiction of this court over the appeal, was brought pursuant to Practice Book

§ 66-8, which provides in relevant part: ‘‘A motion to dismiss an appeal or

writ of error that claims a lack of jurisdiction may be filed at any time.

. . .’’ (Emphasis added.) See footnote 2 of this opinion.

6 As part of the jurisdictional argument set forth in its appellate brief, the

plaintiff also relies on facts that arose subsequent to this court’s denial of

its motion to dismiss. Specifically, the plaintiff relies on a partial transcript

of an April 27, 2018 postjudgment hearing before Judge Moore in the prior

action. The plaintiff reproduced the partial transcript in the appendix to its

brief. The transcript reflects that, at the hearing, the defendant’s attorney

sought a determination as to whether the judgment rendered against the

defendant in the prior action had been satisfied in whole or in part. The

plaintiff draws our attention to the portions of the transcript in which, on

several occasions, the defendant’s attorney stated that the defendant’s stock

had been taken by the plaintiff, but that it was necessary to ascertain its value

for the purposes of determining whether the stock satisfied the judgment

7 Ultimately, Judge Moore denied the defendant’s motion, concluding that

‘‘the defendant presented wholly irrelevant materials and failed, miserably,

to sustain his burden to prove that the judgment had been satisfied.’’