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*********************************************** 
FACTOR KING, LLC v. HOUSING AUTHORITY

FOR THE CITY OF MERIDEN ET AL.

(AC 42270)

Lavine, Keller and Bishop, Js.

Syllabus

The plaintiff appealed from the judgment of the trial court granting summary

judgment in favor of the defendant. The plaintiff and A Co., a nonparty

entity, entered into a factoring and security agreement under which

the plaintiff received the option to purchase any of A Co.’s accounts

receivable that it deemed to be eligible accounts, and, additionally,

received a security interest in all of A Co.’s accounts receivable. Thereafter, the plaintiff sent a notice to the defendant asserting that A Co.

had assigned to it an invoice due to A Co. from the defendant. The

defendant remitted payment directly to A Co. The plaintiff commenced

this action, claiming that payment should have been made to it pursuant

to statute (§ 42a-9-406), and not to A Co. The trial court granted the

defendant’s motion for summary judgment and denied the plaintiff’s

motion for summary judgment, from which the plaintiff appealed to this

court. Held:

1. The trial court properly granted the defendant’s motion for summary

judgment, that court having properly held that the plaintiff was not

entitled to a direct payment of a receivable due to A Co. from an account

not purchased through its agreement with A Co., but in which the plaintiff

had a security interest; the factoring agreement did not constitute an

outright sale of A Co.’s accounts but, rather, it gave to the plaintiff the

sole discretion to purchase certain of A Co.’s accounts, the agreement

did not indicate that either party to that agreement intended for the

unpurchased accounts to be subject to collection upon the notice and

demand of the plaintiff in the absence of a breach by A Co., and the

agreement’s security interest provision had no direct relationship to its

separate provisions authorizing the plaintiff to purchase and collect on

certain accounts; moreover, although the plaintiff was assigned a security interest in all of A Co.’s accounts receivable, including that of the

defendant, there was no assignment of the amount due or to become

due such as to trigger the payment provision of § 42a-9-406, and, thus,

because the plaintiff had not been assigned that particular receivable

it had no right to the proceeds from that account and the plaintiff

incorrectly imported its status as an assignee of a security interest in

A Co.’s accounts receivable into the term ‘‘assignee,’’ as used in § 42a9-406.

2. The trial court properly denied the plaintiff’s motion for summary judgment; the court determined that there was no genuine issue of material

fact that the plaintiff had never been assigned a specific legal right to

recover on the specific invoice related to the payment and, this court

having determined that an actual assignment of the amount due or to

become due is a precondition to collecting on an invoice pursuant to

§ 42a-9-406, agreed with the trial court that there was no genuine issue

of material fact that the requisite assignment of the defendant’s invoice

never occurred.

Argued January 16—officially released May 26, 2020

Procedural History

Action to recover damages for, intera alia, breach of

contract, brought to the Superior Court in the judicial

district of New Haven, where the court, McNamara, J.,

denied the plaintiff’s motion for summary judgment and

granted the defendant’s motion for summary judgment

and rendered judgment thereon, from which the plaintiff appealed to this court. Affirmed.

Bruce Loren, pro hac vice, with whom was Kasey
Procko Burchman, for the appellant (plaintiff).

Kent J. Mancini, for the appellee (named defendant).
Opinion

BISHOP, J. The plaintiff, Factor King, LLC, appeals

from the judgment of the trial court granting summary

judgment in favor of the defendant Housing Authority

for the City of Meriden.1 The question presented in this

appeal is whether, pursuant to a factoring and security

agreement between a factor (purchaser) and a seller,

the purchaser is entitled to direct payment of a receivable due to the seller from an account not purchased

through the agreement, but in which the purchaser has

a security interest to secure the seller’s obligations as

delineated in the agreement. Because we answer that

question in the negative, we affirm the judgment of

the trial court granting summary judgment in favor of

the defendant.

The record in this matter reveals the following undisputed facts and procedural history. The plaintiff is a

factoring company.2 The defendant is a public housing

authority located in Meriden. In June, 2016, the defendant and AEG of New England, LLC (AEG), a nonparty

entity, entered into a contract pursuant to which AEG

would perform certain labor and provide certain materials in connection with construction projects being overseen by the defendant. On August 30, 2016, the plaintiff

and AEG entered into a factoring and security agreement (agreement) under which the plaintiff received

the option to purchase any of AEG’s accounts receivable that it deemed to be eligible accounts,3 and, additionally, received a security interest in all of AEG’s

accounts receivable, purchased or unpurchased.

In salient parts, the language of the agreement provides that AEG will provide the plaintiff with a schedule

of certain of AEG’s accounts available for purchase.

Additionally, the agreement provides that the plaintiff

may, but will not be required to, purchase any of those

accounts that it deems eligible. The financial requirements for such purchases are set forth in detail elsewhere in the agreement.

Importantly, the agreement also contains security

provisions. Section 7.1 of the agreement provides: ‘‘As

collateral securing the [o]bligations, [AEG] grants to

[the plaintiff] a continuing first priority security interest

in the [c]ollateral.’’ Collateral is defined under the agreement as ‘‘all [AEG’s] now owned and hereafter acquired

[a]ccounts, [c]hattel [p]aper, [i]nventory, [e]quipment,

[i]nstruments, [p]roperty, [d]ocuments, [l]etter of

[c]redit [r]ights, [c]ommercial [t]ort [c]laims, and [g]eneral [i]ntangibles.’’ The obligations secured by the collateral are defined in the agreement as ‘‘all present and

future obligations owing by [AEG] to [the plaintiff]

whether arising hereunder or otherwise, and whether

arising before, during or after the commencement of

any bankruptcy case in which [AEG] is a debtor.’’

With that factual background, we turn next to a
review of relevant occurrences after the date of the

agreement. The record reveals that the plaintiff purchased from AEG two accounts receivable pursuant to

the option terms of the agreement. The debtor with

respect to both of the purchased invoices was an entity

known as Bristol Enterprises, LLC, and the invoices

were for work performed by AEG in conjunction with

two projects located in Bristol: the Bingham School

project invoice, in the amount of $228,019.10, and the

O’Connell School project invoice, in the amount of

$265,980.90. Having exercised its option to purchase

these two accounts, and pursuant to Uniform Commercial Code (UCC) § 9-406, codified in similar language

as General Statutes § 42a-9-406,4 notice of the plaintiff’s

purchase of these accounts was sent to Bristol Enterprises, LLC, and, subsequently, Bristol Enterprises, LLC,

paid these two amounts to the plaintiff. In the present

appeal, the parties agree that these two accounts receivable were the only ones purchased by the plaintiff pursuant to the terms of the agreement.

Nevertheless, by letter dated September 19, 2016, the

plaintiff sent notice to the defendant asserting that AEG

had assigned to the plaintiff all of its present and future

accounts receivables.5 The notice purported to be

issued pursuant to § 9-406 of the UCC. On November

9, 2016, the defendant remitted payment in the amount

of $2,217,750 directly to AEG, and not to the plaintiff,

in response to an invoice sent by AEG for work AEG

had performed for the defendant. The plaintiff commenced the present action, claiming that, pursuant to

its notice, and in accordance with the terms of its agreement with AEG, the plaintiff was the entity to whom

the payment of $2,217,750 should have been made.

The parties filed competing motions for summary

judgment. In its opposition to the plaintiff’s motion for

summary judgment, the defendant argued that because

the plaintiff had not purchased the invoice between

itself and AEG, it was under no obligation to pay the

invoice amount to the plaintiff and, instead, it complied

with its contractual obligation to AEG. From the judgment of the trial court granting summary judgment in

favor of the defendant, and from the court’s denial of

the plaintiff’s own motion for summary judgment, the

plaintiff now appeals. Additional facts will be set forth

as necessary.

On appeal, the plaintiff argues that the court erred

in ruling that (1) § 42a-9-406 applies only to invoices

actually purchased by the party assigned an account,

and (2) the plaintiff is not considered an ‘‘assignee’’ of

the account in question under the agreement such as

to trigger the protection of § 42a-9-406. The plaintiff also

challenges the court’s denial of its motion for summary

judgment. In response, the defendant argues that (1)

§ 42a-9-406 contemplates the purchase of specific

invoices in order for those amounts to become collect-
ible by the plaintiff, and (2) the plaintiff is not an

‘‘assignee’’ of the account in question for purposes of

triggering § 42a-9-406 because the plaintiff had only

been ‘‘assigned’’ a security interest in the account, and

had not been assigned the specific amount due on the

invoice sent to the defendant. We agree with the defendant and, accordingly, affirm the judgment of the

trial court.

We first set forth the appropriate standard of review

and governing legal principles. ‘‘The standard of review

of a trial court’s decision granting summary judgment

is well established. Practice Book § 17-49 provides that

summary judgment shall be rendered forthwith if the

pleadings, affidavits and any other proof submitted

show that there is no genuine issue as to any material

fact and that the moving party is entitled to judgment

as a matter of law. In deciding a motion for summary

judgment, the trial court must view the evidence in the

light most favorable to the nonmoving party. . . . The

courts are in entire agreement that the moving party

. . . has the burden of showing the absence of any

genuine issue as to all the material facts . . . . When

documents submitted in support of a motion for summary judgment fail to establish that there is no genuine

issue of material fact, the nonmoving party has no obligation to submit documents establishing the existence

of such an issue. . . . Once the moving party has met

its burden, however, the [nonmoving] party must present evidence that demonstrates the existence of some

disputed factual issue. . . .

‘‘Our review of the trial court’s decision to grant the

defendant’s motion for summary judgment is plenary.

. . . On appeal, we must determine whether the legal

conclusions reached by the trial court are legally and

logically correct and whether they find support in the

facts set out in the memorandum of decision of the

trial court.’’ (Internal quotation marks omitted.) Smith

v. Marshview Fitness, LLC, 191 Conn. App. 1, 8, 212

A.3d 767 (2019). In analyzing the plaintiff’s claim, we

must interpret both the contract between the parties

and the language of § 42a-9-406.

I

A

We look first to the language of the contract between

AEG and the plaintiff in order to determine the nature

of the agreement as it pertains to the plaintiff’s option

to purchase accounts receivable, the security interest

held by the plaintiff in all of AEG’s accounts, and

whether the contract provides the plaintiff with the

right to receive payment on those AEG accounts that

it has not purchased pursuant to the agreement.

‘‘When the language of a contract is ambiguous, the

determination of the parties’ intent is a question of fact

. . . . [W]here there is definitive contract language,
[however], the determination of what the parties

intended by their contractual commitments is a question of law. . . . It is implicit in this rule that the determination as to whether contractual language is plain

and unambiguous is itself a question of law subject to

plenary review. . . .

‘‘In determining whether a contract is ambiguous, the

words of the contract must be given their natural and

ordinary meaning. . . . A contract is unambiguous

when its language is clear and conveys a definite and

precise intent. . . . The court will not torture words

to impart ambiguity where ordinary meaning leaves no

room for ambiguity. . . . Moreover, the mere fact that

the parties advance different interpretations of the language in question does not necessitate a conclusion

that the language is ambiguous. . . .

‘‘In contrast, a contract is ambiguous if the intent of

the parties is not clear and certain from the language

of the contract itself. . . . [A]ny ambiguity in a contract

must emanate from the language used by the parties.

. . . The contract must be viewed in its entirety, with

each provision read in light of the other provisions . . .

and every provision must be given effect if it is possible

to do so.’’ (Citations omitted; footnotes omitted; internal quotation marks omitted.) Cruz v. Visual Perceptions, LLC, 311 Conn. 93, 101–103, 84 A.3d 828 (2014).

We do not find the contract terms to be ambiguous

and, accordingly, we undertake a plenary review of the

agreement’s provisions.

It is important to an understanding of the parties’

transactional relationship that the agreement contains

both factoring provisions (factoring agreement) and

security provisions (security agreement). The factoring

agreement provides that ‘‘[AEG] shall offer to [the plaintiff] as absolute owner certain of [AEG’s] [a]ccounts

and list same [in] [s]chedules of [a]ccounts. Upon purchase . . . [the plaintiff] will assume the risk of [nonpayment] on [p]urchased [a]ccounts up to the [i]nitial

[p]urchase [p]rice . . . .’’ The contract further provides

that ‘‘[the plaintiff] may, but need not purchase from

[AEG] such [a]ccounts as [the plaintiff] determines to

be [e]ligible [a]ccounts.’’ The language makes clear that

the factoring agreement did not constitute an outright

sale of AEG’s accounts but, rather, it gave to the plaintiff

the sole discretion to purchase certain of AEG’s

accounts if it so desired. Notably, the provisions of the

factoring agreement contain no language authorizing

the collection the plaintiff seeks here, in the absence

of some default by AEG on any of its obligations to

the plaintiff. Nowhere does the agreement indicate that

either party intended for unpurchased accounts to be

subject to collection upon the notice and demand of

the plaintiff in the absence of a breach by AEG. Instead,

the plaintiff had the discretion to purchase accounts,

after which purchase it could then send notice and
collect on the chosen invoices. That is the process

which the parties agreed to and followed regarding

Bristol Enterprises, LLC’s invoices.

With regard to the security agreement, the agreement

provides that ‘‘as collateral securing the [o]bligations,

[AEG] grants to [the plaintiff] a continuing first priority

security interest in the [c]ollateral.’’ This provision,

viewed in conjunction with the relevant definitions in

the agreement, makes clear that AEG has provided a

security interest to the plaintiff in all of its accounts

receivable, including the account in question, regardless

of whether the plaintiff purchased the accounts receivable pursuant to the factoring portion of the agreement.

This interest in the accounts receivable secures the

performance of AEG’s obligations to the plaintiff,

whether those obligations are then extant or may come

into existence in the future. The agreement’s security

interest provision, however, has no direct relationship

to its separate provisions authorizing the plaintiff to

purchase certain accounts and collect on those debts.

In short, the security agreement provisions and the factoring agreement provisions, although included in the

same agreement, appear to operate independently.

Accordingly, we conclude that the agreement between

AEG and the plaintiff does not directly assign the

account receivable at issue in the present appeal to the

plaintiff beyond the interest created by the security

agreement.

B

We next address the plaintiff’s argument that the

language of § 42a-9-406 referring to an ‘‘assignee’’ authorizes the plaintiff’s collection on the invoice in this

matter. ‘‘When construing a statute, [o]ur fundamental

objective is to ascertain and give effect to the apparent

intent of the legislature. . . . In other words, we seek

to determine, in a reasoned manner, the meaning of the

statutory language as applied to the facts of [the] case,

including the question of whether the language actually

does apply. . . . [General Statutes §] 1-2z directs this

court to first consider the text of the statute and its

relationship to other statutes to determine its meaning.

If, after such consideration, the meaning is plain and

unambiguous and does not yield absurd or unworkable

results, we shall not consider extratextual evidence of

the meaning of the statute. . . . Only if we determine

that the statute is not plain and unambiguous or yields

absurd or unworkable results may we consider extratextual evidence of its meaning such as the legislative

history and circumstances surrounding its enactment

. . . the legislative policy it was designed to implement

. . . its relationship to existing legislation and common

law principles governing the same general subject matter . . . . The test to determine ambiguity is whether

the statute, when read in context, is susceptible to more

than one reasonable interpretation.’’ Wozniak v. Col-
chester, 193 Conn. App. 842, 858–59, 220 A.3d 132, cert.

denied, 334 Conn. 906, 220 A.3d 37 (2019).

The plaintiff argues that it is the ‘‘assignee’’ to which

the language of § 42a-9-406 refers and, pursuant to its

status as the assignee of the security interest in AEG’s

accounts receivable, it is entitled to payment by the

defendant on the invoice. The defendant rejects this

position on the basis that the plaintiff’s security interest

in AEG’s accounts would entitle the plaintiff only to

payment by the defendant in the event that AEG

breached its obligations to the plaintiff, triggering the

security interest and allowing the plaintiff to foreclose.6

The defendant further disagrees with the plaintiff’s

interpretation of the term ‘‘assignee’’ in this context,

and argues that although the plaintiff was assigned a

security interest in all of AEG’s accounts receivable,

including that of the defendant, there was no assignment of the amount due or to become due such as to

trigger the payment provision in § 42a-9-406. We agree

with the defendant.

Section 42a-9-406 provides in relevant part that ‘‘an

account debtor on an account, chattel paper or a payment intangible may discharge its obligation by paying

the assignor until, but not after, the account debtor

receives a notification, authenticated by the assignor

or the assignee, that the amount due or to become due

has been assigned and that payment is to be made

to the assignee. After receipt of the notification, the

account debtor may discharge its obligation by paying

the assignee and may not discharge the obligation by

paying the assignor. . . .’’ (Emphasis added.)

First, the statutory language is not vague or ambiguous. Therefore, we need not consider legislative history

in order to ascertain the meaning of ‘‘assignee’’ and,

instead, need only consider its plain meaning. Black’s

Law Dictionary defines ‘‘assignee’’ as ‘‘[s]omeone to

whom property rights or powers are transferred by

another. Use of the term is so widespread that it is

difficult to ascribe positive meaning to it with any specificity. Courts recognize the protean nature of the term

and are therefore often forced to look to the intent of

the assignor and assignee in making the assignment—

rather than to the formality of the use of the term

assignee—in defining rights and responsibilities.’’

(Emphasis in original.) Black’s Law Dictionary (11th

Ed. 2019) p. 147. Although in this context we interpret

the use of the term ‘‘assignee’’ in the text of a statute,

and not only on the basis of the use of the term in the

agreement, the understanding that the term ‘‘assignee’’

should be construed in accordance with the context

surrounding its usage remains true here. Accordingly,

the ordinary meaning of the term ‘‘assignee’’ should be

applied to its use in § 42a-9-406.

In that regard, we find it instructive that decisional

law in the federal courts previously has interpreted
§ 9-406 of the UCC in a manner consistent with the

interpretation asserted by the defendant in this appeal.

Here, both parties cite to Platinum Funding Services,

LLC v. Petco Insulation Co., United States District

Court, Docket No. 3:09cv1133 (MRK), 2011 WL 1743417

(D. Conn. May 2, 2011) (Petco). The plaintiff argues that

Petco is inapposite because, in the present case, it relies

on a security agreement that exists between the parties

to buttress its argument that it was entitled to collect

on the defendant’s invoice. The defendant argues that

Petco is squarely on point, and that the plaintiff’s security interest in the account in question does not constitute an assignment, as that term is utilized in § 42a9-406.

Petco is factually similar to the present case. Petco

involved a claim by a factoring company for payment

on an account that had not formally been assigned to

it through selection and purchase pursuant to the terms

of its factoring option agreement. Petco, supra, 2011

WL 1743417, *1. In Petco, the plaintiff, Platinum Funding

Services, LLC (Platinum Funding), a factoring company,

sought to recover payments it alleged were owed to it

as a result of a factoring agreement with the defendant,

Petco Insulation Co., Inc. (Petco Insulation). Id. The

relevant factoring agreement was structured similarly

to that in the present case, in that it provided Platinum

Funding with the option to purchase a number of Petco

Insulation’s accounts receivable, but included no

requirement that Platinum Funding actually do so. Id.,

*1–2 The plaintiff in Petco, like the plaintiff in the present case, sent notice to a third party who had performed

work for Petco Insulation—but whose invoice Platinum

Funding had not purchased—notifying it of the purported assignment of its account. Id., *2–3. When that

third party made payment to Petco Insulation and not to

Platinum Funding, Platinum Funding brought an action

against the third party seeking to recover the amounts

paid to Petco Insulation on the unpurchased invoices.

Id., *3. The third party then moved for summary judgment. Id., *4.

The court in Petco determined, by a plain reading of

the agreement, as well as the use of logic and common

sense, that Platinum Funding could not recover from

the account debtor on its UCC § 9-406 claim because

the right to receive payment on the particular invoices

at issue had never actually been assigned to it. Id.,

*8,*13. Although we acknowledge that the plaintiff in

Petco did not rely on any security interest to justify

its claim of entitlement to payment from the account

debtor, the logic underpinning the court’s ruling is

readily apparent.7 Notably, the reasoning and conclusion of Petco—that a creditor who has not been assigned

a particular receivable has no right to the proceeds

from that account—have been widely followed in other

jurisdictions. See Forest Capital, LLC v. BlackRock,

Inc., 658 Fed. Appx. 675, 680–81 (4th Cir. 2016) (‘‘[t]he
language of UCC § 9-406 . . . presumes that an

assignor has already assigned its rights to receive payment from an account debtor to an assignee’’ (internal

quotation marks omitted)); First Bank & Trust v. Coventina Construction Corp., United States District

Court, Docket No. 18-civ-6648 (NGG) (VMS), 2019 WL

4120363, *5 n.4 (E.D.N.Y. July 23, 2019) (‘‘[p]laintiff has

standing to bring the account stated claim because the

rights to and amount owed under the relevant invoices

were assigned to [the plaintiff]’’ where ‘‘[t]he [f]actoring

[a]greements transfer all legal and equitable title in the

accounts to [the] plaintiff’’ (emphasis added; internal

quotation marks omitted)); Durham Commercial Capital Corp. v. Select Portfolio Servicing, Inc., United

States District Court, Docket No. 3:14-cv-877-J-34

(PDB), 2016 WL 6071633, *16 (M.D. Fla. October 17,

2016) (‘‘Of course, if the assignee did not in fact receive

an assignment, the account debtor cannot discharge

its obligation by paying a putative assignee who is a

stranger. . . . That statement suggests what common

sense also dictates—that a notice of assignment obligates an account debtor to pay the purported assignee

only to the extent there is an actual, valid assignment

from the assignor.’’ (Citation omitted; internal quotation

marks omitted.))..

We agree with the interpretation of § 9-406 of the

UCC adopted by the learned judge in Petco that, in

order for a factoring company to collect on an account

receivable, it must have purchased that account, or

actually have been assigned its ownership, pursuant

to the relevant factoring agreement. Section 42a-9-406

clearly states that the duty placed upon an account

debtor to discharge its debt by paying the assignee, as

opposed to the assignor, hinges on ‘‘the amount due or

to become due [being] assigned . . . .’’ Our interpretation of ‘‘assignee’’ within the context of § 42a-9-406 necessarily requires consideration of the language that precedes that term. The phrase ‘‘due or to become due’’

makes clear that, for the ‘‘assignee’’ to become the party

to whom payment must be made, the amount of that

payment—which is either currently due, or will become

due in the future—is what must be assigned to the

‘‘assignee.’’

As discussed, the plaintiff’s interpretation of the term

‘‘assignee’’ within the statute relies on its status as an

assignee of the security interest in AEG’s accounts

receivable pursuant to the security agreement. The

UCC, as adopted by our legislature, defines a security

interest, in part, as an interest in personal property or

fixtures which secures payment or performance of an

obligation. General Statutes § 42a-1-201 (35). Here, the

agreement provided collateral to the plaintiff in the

form of AEG’s accounts receivable as security for the

performance of its obligations, then or in the future, to

the plaintiff. Consequently, the plaintiff had a collateral

interest in the receivable due to AEG from the defen-
dant. Accordingly, the plaintiff is correct that, pursuant

to the security agreement, it is an ‘‘assignee’’ of the

secured interest in AEG’s accounts.

The plaintiff, however, incorrectly imports its status

as an assignee of the security interest into the term

‘‘assignee’’ as used in § 42a-9-406, which, as we have

noted, unambiguously refers to an assignee of an

amount due or to become due to the assignor—which

is not a proper characterization of the defendant’s

invoice in the present case. No amount due on the

subject account by the defendant was assigned to the

plaintiff. Rather, that account, along with other

accounts due to AEG and not purchased by the plaintiff,

served only as collateral securing the plaintiff’s rights

against any default by AEG of its obligations to the

plaintiff. Moreover, there is no evidence or claim that

AEG defaulted on any of its obligations pursuant to the

agreement, which would have been a precondition to

the plaintiff’s right to seek satisfaction from this receivable due from the defendant to AEG. In sum, the fact

that the plaintiff has been ‘‘assigned’’ a security interest

does not assign any present interest in the defendant’s

accounts receivable.

The plaintiff asserts, however, that it sent a notice

of assignment of this account to the defendant. That

claim lacks merit. The fact that a notice of assignment

has been sent, alone, is not sufficient to trigger repayment to the factoring company. See CapitalPlus

Equity, LLC v. Glenn Rieder, Inc., United States District Court, Docket No. 17-CV-639 (JPS), 2018 WL

276352, *4 (E.D. Wis. January 3, 2018) (noting, in case

in which no formal documentation of sale of accounts

receivable exists, that ‘‘the notice . . . sent to [the

account debtor] demanding payment would have no

force or effect unless the accounts had actually been

assigned to it’’). Thus, we conclude that in attempting to

equate its security interest in the defendant’s receivable

with actual assignment of ownership of the account,

the plaintiff is legally incorrect and, as a result, the

court properly granted the defendant’s motion for summary judgment.

II

Finally, the plaintiff claims that the court erred in

denying its motion for summary judgment. Ordinarily,

the denial of a motion for summary judgment is not

an appealable judgment. See, e.g., Westbrook v. ITT

Hartford Group, Inc., 60 Conn. App. 767, 774–75, 761

A.2d 242 (2000). Because, however, the court granted

the defendant’s motion for summary judgment and,

accordingly, the plaintiff was not afforded the opportunity of a full trial on the merits, this claim is properly

before us. See Kindred Nursing Centers East, LLC v.

Morin, 125 Conn. App. 165, 169–70, 7 A.3d 919 (2010).

The court denied the plaintiff’s motion for summary
judgment because it determined that there was no genuine issue of material fact that the plaintiff was never

assigned any specific legal right to recover on the specific invoice related to the alleged misdirected payment.

On the basis of our analysis as set forth in part I of this

opinion determining that an actual assignment of the

amount due or to become due is a precondition to

collecting on an invoice pursuant to § 42a-9-406, we

agree with the court that there is no genuine issue

of material fact that the requisite assignment of the

defendant’s invoice never occurred. Accordingly, we

affirm the court’s denial of the plaintiff’s motion for

summary judgment.

The judgment is affirmed.

In this opinion the other judges concurred.

1

In the underlying litigation, the plaintiff brought claims against two

additional defendants, Bristol Enterprises, LLC, and Maynard Road Corporation. On August 28, 2017, the plaintiff withdrew its claims as to those parties

and withdrew counts one and two of the complaint. Accordingly, we refer to

the Housing Authority for the City of Meriden as the defendant in this appeal.

2 The trial court found that ‘‘[f]actoring is a process wherein one business—

a factoring firm, purchases accounts receivable from another business at a

discounted price and in exchange, the factoring firm advances working

capital. See Forest Capital, LLC v. BlackRock, Inc., 658 Fed. Appx. 675, 677

(4th Cir. 2016); Brookridge Funding Corp. v. Northwestern Human Services,

175 F. Supp. 2d 355, 358 (D. Conn. 2001).’’ Although our understanding of

a factoring agreement, generally, does not differ from that of the trial court,

the agreement in the present case provided the plaintiff only an option to

purchase certain of the defendant’s receivables.

3 The agreement defines an ‘‘[e]ligible [a]ccount’’ as ‘‘an [a]ccount that is

acceptable for purchase as determined by [the plaintiff] in the exercise

of its reasonable sole credit or business judgment.’’ (Internal quotation

marks omitted.)

4 General Statues § 42a-9-406 (a) provides in relevant part: ‘‘an account

debtor on an account . . . may discharge its obligation by paying the

assignor until, but not after, the account debtor receives a notification,

authenticated by the assignor or the assignee, that the amount due or to

become due has been assigned and that payment is to be made to the

assignee. After receipt of the notification, the account debtor may discharge

its obligation by paying the assignee and may not discharge the obligation

by paying the assignor. . . .’’

5 The notice sent to the defendant on September 19, 2016, read in relevant

part: ‘‘AEG of New England, LLC has assigned all of its present and future

accounts receivables to FACTOR KING, LLC . . . . Enclosed is AEG of

New England, LLC’s Notice of Assignment and Change of Payee confirming

this assignment. FACTOR KING has a perfected first security interest in all

of AEG of New England, LLC’s accounts receivables pursuant to the attached

UCC-1 Financing Statement. All checks and other payments for any monies

owed by you to AEG of New England, LLC, for any reason including materials

provided or work performed by AEG of New England, LLC for you on any

construction project now or in the future, must be made payable only to

FACTOR KING, LLC . . . .’’ (Emphasis omitted.)

6 The plaintiff makes no claim of breach on the part of AEG, and is not

seeking to foreclose on the security interest in the present case.

7 The court in Petco alludes, in a footnote, to the existence of a security

agreement between the parties, stating, in relevant part: ‘‘The First Agreement included a number of other terms which may be relevant later on in

this case. For example, it provided that if Petco Insulation . . . ‘receive[d]

any collections or other proceeds of the [a]ccounts [r]eceivable assigned

to Platinum [Funding], [s]ellers shall immediately deliver such payments

. . . to Platinum [Funding],’ and that ‘[f]ailure to deliver such payments

shall be deemed a default’ on related security agreements with Platinum

Funding. . . . However, Platinum Funding has not made any arguments

based on those other terms in opposition to the pending motion. Nor has

it made any arguments based on the terms in the related security agreements.

The [c]ourt therefore need not examine them in further detail here.’’ Petco,
supra, 2011 WL 1743417, *2 n.1.

The language of the footnote reveals that the relevant agreement or agreements between Petco Insulation and Platinum Funding likely contained a

similar security agreement to the one at issue in the present case. Because

the factoring company in Petco did not rely on the security provisions to

justify its right to collect on the accounts, however, the court in Petco offered

no guidance as to the merits of doing so.