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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 corporation, 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 summary judgment. The Appellate Court concluded that the plaintiff’s corporate 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 consideration 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 foreign 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 Appellate Court, Alvord, Bentivegna and Pellegrino, Js.,

which affirmed the trial court’s decision, and the plaintiff 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,Richard 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 rendered 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 commenced 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 Sebastian. In its Connecticut action, the plaintiff seeks to

pierce Sebastian’s corporate veil and hold Vik personally liable, as Sebastian’s alter ego, for his corporation’s

judgment debt. Each of the parties claims an entitlement 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 present 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 Holdings, 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 provides sufficientbackground forpresent purposes.Sebastian, 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 Master Agreement, the Pledge Agreement dated November

28, 2006, and the ‘‘Said Letter of Authority,’’ among others. As the global financial crisis unfolded in the autumn

of 2008, one or more of these accounts experienced massive trading losses, and the plaintiff issued margin calls

totaling hundreds of millions of dollars. Vik caused payments to be made covering some, but not all, of the

requiredamounts.Inearly2009,theplaintiffcommenced

the English action against Sebastian to recover the balance of its losses allegedly caused by Sebastian’s failure

to honor its contractual agreements. Sebastian counterclaimed, 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 Sebastian’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 judgment. 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 interlocutory 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 judgment.’’ 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 preclusive 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 summary 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 opinion as the proper statement of the issues and the applicable 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 operations 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 summary 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.