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*********************************************** 
PRIME BANK v. VITANO, INC.

(AC 42920)

DiPentima, C. J., and Keller and Flynn, Js.

Syllabus

The plaintiff bank sought to recover damages from the defendant guarantor

in connection with the alleged default by the borrower, A, on a certain

promissory note. The defendant had entered into an agreement with

the plaintiff providing that the defendant guaranteed payment of all

liabilities owed to the plaintiff by A. A ceased making required payments

on October 18, 2011, and the plaintiff subsequently obtained a judgment

against A. Thereafter, the members of another entity, P Co., agreed to

fund the monthly interest payment due on A’s note, and did so until

October, 2017, but ceased thereafter. The plaintiff then made a demand

on the defendant pursuant to the guarantee agreement, which the defendant failed to satisfy, and the plaintiff commenced this action. Following

a bench trial, the court rendered judgment in favor of the defendant,

from which the plaintiff appealed to this court. Held:

1. The trial court properly found that the plaintiff’s cause of action to recover

from the defendant on its guarantee of A’s note accrued on October 18,

2011, and, therefore, was barred by the applicable six year statute of

limitations (§ 52-576): the court found that, by the terms of the guarantee,

A’s default on October 18, 2011, immediately implicated the guarantee,

and, found that the plaintiff was aware that it had a cause of action on

October 18, 2011, as evidenced by its October 18, 2011 letter notifying

the defendant it was commencing legal action against A and its filing

of an action against A; moreover, the language of the guarantee expressly

contravened the plaintiff’s argument that its action against the defendant

did not accrue on A’s initial default but, rather, when partial payments

by P Co. ceased; furthermore, this court has explicitly held that an

action accrues on the date the note becomes due and payable, not the

date of the debtor’s last installment payment, and this court concluded

that this holding should be extended to apply to actions on third-party

guarantee agreements.

2. The plaintiff could not prevail on its claim that the trial court erred in

failing to conclude that there was an acknowledgment of debt by the

defendant, thereby tolling the statute of limitations: although the plaintiff

claimed that there was a recognition of the debt, its brief provided no

support for what constituted recognition of a debt; moreover, the court

found that the reason the members of P Co. promised to pay on A’s

debt was the plaintiff’s threat that it would call all notes owed by the

members of P Co., and the plaintiff failed to provide analysis as to

how a promise made by members of P Co. for their individual benefits

constituted a new promise by the defendant, and, to the extent that the

plaintiff presented these arguments as independent bases for establishing the defendant’s acknowledgment of the debt, they were inadequately

briefed and this court declined to review them; furthermore, the partial

payments made on the note by P Co. did not constitute an acknowledgment of the debt by the defendant, as the plaintiff failed to provide any

law or adequate analysis to contest the court’s finding that P Co. and

the defendant were separate legal entities, and it did not support its

contention that payments made by a third party can establish an

acknowledgment of debt by the defendant.

Argued March 4—officially released June 16, 2020

Procedural History

Action to recover damages for the alleged default

by a guarantor on a promissory note, brought to the

Superior Court in the judicial district of Ansonia-Milford, where Patriot National Bankcorp, Inc., was substituted as the plaintiff; thereafter, the case was tried to

the court, Hon. John Moran, judge trial referee; judg-
ment for the defendant, from which the substitute plaintiff appealed to this court. Affirmed.

Stephen R. Bellis, for the appellant (substitute

plaintiff).

Adam J. Lyke, with whom were David C. Pite, and, on

the brief, Glenn A. Duhl, for the appellee (defendant).
Opinion

FLYNN, J. The plaintiff, Prime Bank,1 appeals from

the judgment of the trial court rendered in favor of

the defendant, Vitano, Inc. The plaintiff claims that the

court erred in finding that its cause of action to recover

from the defendant on a promissory note accrued on

October 18, 2011, and was barred by the statute of

limitations in General Statutes § 52-576 on October 18,

2017. The plaintiff also claims that the court erred in

failing to conclude that there was an acknowledgement

of the debt by the defendant, thereby tolling the statute

of limitations. We disagree and affirm the judgment of

the trial court.

The following facts, as found by the trial court in its

memorandum of decision or as undisputed in the

record, and procedural history are relevant to our disposition of this appeal. On July 18, 2008, Anthony Villano

entered into an agreement with the plaintiff for a revolving line of credit, as expressed in a ‘‘Commercial

Demand Revolving Loan Note’’ (note). The note was

payable on demand in the amount of $400,000 and called

for monthly interest payments beginning on August 6,

2008, and continuing monthly, with a grace period of

ten days.

Contemporaneously with the loan agreement

between Anthony Villano and the plaintiff, the defendant, Vitano, Inc., entered into a ‘‘Guaranty Agreement

by Corporation’’ (guarantee) and security agreement

with the plaintiff.2 The guarantee provided, inter alia,

that the defendant unconditionally guaranteed full and

prompt payment of all liabilities owed to the plaintiff

by Anthony Villano and that ‘‘[u]pon any default of

the [b]orrower, the liability of the [defendant] shall be

effective immediately and payable on demand without

any suit or action against the [b]orrower.’’3

Anthony Villano made monthly interest payments as

required under the note through and including September, 2011. He did not make the interest payment

required on or before October 18, 2011. That same day,

the plaintiff delivered to the defendant a letter stating,

‘‘[we] anticipate that it will be necessary for the [b]ank

to institute action to collect that note,’’ and that ‘‘[the

plaintiff] is reserving all rights under guaranty; the failure to join [the defendant] in that action is NOT a

waiver of [the plaintiff’s] rights under the guaranty.’’

On October 19, 2011, the plaintiff brought an action

against Anthony Villano to collect on the note. See

Prime Bank v. Villano, Superior Court, judicial district

of Ansonia-Milford, Docket No. CV-11-6008180-S (June

26, 2015). Judgment was rendered in favor of the plaintiff and against Anthony Villano in the amount of

$421,145.27 plus costs. Id.

On December 14, 2011, Jasper ‘‘Jay’’ Jaser, the plaintiff’s then president, attended a meeting of the members
of Post Road Plaza, LLC (Post Road),4 which included

Gabriele Villano and Anthony Villano. At this meeting,

‘‘its members agreed, at the behest and urging of . . .

Jaser . . . to fund the monthly interest payment due

on the Anthony Villano note in lieu of [the plaintiff]

calling all the notes and debts owed by individual members to [the plaintiff].’’ Monthly interest payments on

the note were made through October, 2017, but ceased

thereafter.5 By letter dated February 13, 2018, the plaintiff made immediate demand on the defendant pursuant

to the guarantee agreement for payment of the judgment

against Anthony Villano. The defendant failed to satisfy

such demand, and the plaintiff instituted the present

action against the defendant on April 3, 2018.6 The

defendant filed a motion for summary judgment, which

was denied by the court, Hon. Arthur A. Hiller, judge

trial referee. Subsequently, the defendant filed its

answer and special defenses.7

On April 24, 2019, following a bench trial, the court,

Hon. John W. Moran, judge trial referee, rendered judgment in favor of the defendant and found that the plaintiff’s claims were barred by the applicable six year statute of limitations, § 52-576. Because it found the

plaintiff’s action time barred, the court did not reach

the defendant’s remaining special defenses or the merits

of the plaintiff’s claims. This appeal followed.

First, we set forth the applicable standard of review

pertaining to the bar of statute of limitations. ‘‘Whether

a particular action is barred by the statute of limitations

is a question of law to which we apply a plenary standard of review.’’ (Internal quotation marks omitted.)

Florian v. Lenge, 91 Conn. App. 268, 279, 880 A.2d 985

(2005). ‘‘The factual findings that underpin that question

of law, however, will not be disturbed unless shown to

be clearly erroneous.’’ Jarvis v. Lieder, 117 Conn. App.

129, 146, 978 A.2d 106 (2009).

I

The plaintiff first claims that the court improperly

sustained the defendant’s special defense of statute of

limitations based on its finding that the plaintiff’s right

of action against the defendant accrued when Anthony

Villano defaulted on the note on October 18, 2011. Even

though the plaintiff demanded payment from Anthony

Villano on October 18, 2011, because it did not demand

payment from the defendant corporation until February

13, 2018, the plaintiff argues that the statute of limitations in which it could file an action against the defendant pursuant to the guarantee should not have begun

running until it made a demand on the defendant on

February 13, 2018. We disagree.

Section 52-576 (a) provides in relevant part that ‘‘[n]o

action for an account, or on any simple or implied

contract, or on any contract in writing, shall be brought

but within six years after the right of action accrues
. . . .’’ The parties do not contest the applicability of the

statute or the fact that the plaintiff first made demand on

the defendant on February 13, 2018. The only contested

issue is when the plaintiff’s right of action against the

defendant on the guarantee accrued. To make such

determination, we first look to the guarantee itself.

‘‘The interpretation of continuing guaranties, as of

other contracts, is principally a question of the intention

of the contracting parties, a question of fact to be determined by the trier of facts. . . . Even a continuing guarant[ee] that is, in terms, unlimited as to duration,

imposes liability upon a guarantor only for such a period

of time as is reasonable in light of all of the circumstances of the particular case. . . . The finding of the

trial court with respect to the intent of the contracting

parties regarding the scope of their contractual commitment is, like any other finding of fact, subject only to

limited review on appeal. . . . Our role is limited to

determining whether the decision of the trier of facts

was clearly erroneous in light of the evidence and the

pleadings in the whole record. . . . In determining the

parties’ intentions, the trial court was entitled to rely

on, inter alia, the language of the guarant[ee].’’ (Citation

omitted; internal quotation marks omitted.) Access

Agency, Inc. v. Second Consolidated Blimpie Connecticut Realty, Inc., 174 Conn. App. 218, 225, 165 A.3d

174 (2017).

The court found that, by the terms of the guarantee,

the default by the borrower, Anthony Villano, which

had occurred when he failed to make a payment on or

before October 18, 2011, immediately implicated the

guarantee. In other words, the court interpreted the

agreement between the plaintiff and the defendant as

one where, as soon as Anthony Villano, as the original

borrower, defaulted on a required payment on the note,

the defendant, as the guarantor, immediately assumed

liability. In its memorandum of decision, the court specifically cited to the provision of the guarantee stating

that the ‘‘liability of the [guarantor] shall be effective

immediately and payable on demand without any suit

or action against the [b]orrower.’’ (Emphasis added.)

Finding that the plaintiff was aware that it had a cause

of action on October 18, 2011, as evidenced by its October 18, 2011 letter notifying the defendant it was commencing legal action against Anthony Villano on the

note and its filing of an action against Anthony Villano

on the same date, the court concluded that the plaintiff’s

cause of action against the defendant under the guarantee accrued on October 18, 2011.8

‘‘[Our Supreme Court] has stated that, where the guarantee of a note is unconditional or absolute, default of

the maker or endorser to pay the note promptly . . .

[causes] the guarantor [to] become liable to the holder,

and the relation of debtor and creditor was at once

established between the guarantor and the holder of
the note. (Emphasis added; internal quotation marks

omitted.) Jenzack Partners, LLC v. Stoneridge Associates, LLC, 334 Conn. 374, 383, 222 A.3d 950 (2020).

Furthermore, our Supreme Court has held that ‘‘[i]n

the case of a continuing guarant[ee], the statute [of

limitations] does not commence to run in favor of a

guarantor until there is a default in payment by the

principal, and a cause of action has accrued against the

former.’’ (Internal quotation marks omitted.) Associated Catalog Merchandisers, Inc. v. Chagnon, 210

Conn. 734, 745–46, 557 A.2d 525 (1989).

The plaintiff argues that because Anthony Villano’s

loan was effectuated through a demand note, as

opposed to a term note,9

its rights against the defendant

somehow expanded. The plaintiff argues: ‘‘[The plaintiff] could have demanded the note or guarant[ee] at

[any time] after it was signed, whether or not there was

a default by the borrower. Furthermore, this was not

a note with a maturity [date] that required suit within

[six] years of the maturity date. The fact that [the plaintiff] demanded the note from [Anthony] Villano did not

require them to sue the guarantor. Arguably, [the plaintiff] could have demanded the guarantor pay off the

loan [one] week after [the defendant] signed the [g]uarant[ee]. There simply was no contractual requirement

to demand the guarantor pay if [the plaintiff] demanded

payment from the borrower.’’ The plaintiff fails to

explain how this distinction affects the fact that it could

have initiated legal action, which is the relevant consideration for purposes of determining accrual. We find

no merit in this argument.

The plaintiff also attempts to argue that Anthony

Villano had not defaulted on the note,10 instead, characterizing his nonpayment as a general breach of contract.11 In its brief, the plaintiff contends that as a breach

of contract action on a guarantee as opposed to a default

by the borrower on the note, the cause of action is

complete upon the occurrence of the breach, that is,

when the injury has been inflicted, which did not occur

until October 13, 2017, when partial payments by the

third-party separate entity ceased. Accordingly, the

plaintiff contends that its action against the defendant

did not accrue upon the borrower’s initial default but,

rather, when the partial interest payments from Post

Road ceased.

The guarantee’s express language contravenes the

plaintiff’s argument. It provides expressly that, ‘‘[u]pon

any default of the [b]orrower, the liability of the [guarantor] shall be effective immediately and payable on

demand without any suit or action against the [b]orrower.’’ We conclude that the plaintiff’s argument is

also contrary to settled case law. ‘‘The true test for

determining the appropriate date when a statute of limitations begins to run is to establish the time when the

plaintiff first could have successfully maintained an
action. . . . A guarant[ee] is merely a species of contract. . . . In an action for breach of contract, the

cause of action is complete upon the occurrence of the

breach, that is, when the injury has been inflicted.’’

(Citations omitted; emphasis added; internal quotation

marks omitted.) Garofalo v. Squillante, 60 Conn. App.

687, 694, 760 A.2d 1271 (2000), cert. denied, 255 Conn.

929, 767 A.2d 101 (2001). This occurs when the note is

due in full, but remains unpaid. Id. In Florian v. Lenge,

supra, 91 Conn. App. 279, this court explicitly held that

an action accrues on the date the note becomes due

and payable, not the date of the debtor’s last installment

payment. Although this holding pertained to an action

on the note itself, we conclude that, based on the previously discussed case law, this holding should be

extended to apply to actions on third-party guarantee

agreements. Here, the plaintiff’s action against the

defendant accrued when Anthony Villano, as the borrower, failed to make the required payment on the note

on October 18, 2011, thus implicating the guarantee

agreement between the plaintiff and the defendant, and

not when the partial payments of interest by a separate

entity ceased on October 13, 2017.

In light of the foregoing, we conclude that the court’s

finding that the plaintiff’s action against the defendant

accrued upon Anthony Villano’s default on the note,

which occurred on October 18, 2011, was not clearly

erroneous. As such, it properly held that the six year

limitation in which the plaintiff could have brought an

action against the defendant upon the guarantee

expired on October 18, 2017.

II

The plaintiff next claims that, even if the statute of

limitations commenced on October 18, 2011, the court

erred in concluding there was no acknowledgement of

the debt by the defendant such that the limitation period

would be tolled. Specifically, the plaintiff argues that

there was (1) an unqualified recognition of the debt by

Gabriele Villano and Anthony Villano, (2) a new promise

that Post Road would make the monthly payments on

the note, and (3) a partial payment of the debt in the

form of interest payments by Post Road, all of which

constituted an acknowledgement by the defendant of

the debt. We disagree.

‘‘We review the trial court’s finding [of an acknowledgment of the debt] . . . under a clearly erroneous

standard. . . . [A] finding of fact is clearly erroneous

when there is no evidence in the record to support it

. . . . We do not examine the record to determine

whether the trier of fact could have reached a conclusion other than the one reached. Rather, we focus on

the conclusion of the trial court, as well as the method

by which it arrived at that conclusion, to determine

whether it is legally correct and factually supported.’’

(Internal quotation marks omitted.) Alarmax Distribu-
tors, Inc. v. New Canaan Alarm Co., 141 Conn. App.

319, 333, 61 A.3d 1142 (2013).

‘‘The [s]tatute of [l]imitations creates a defense to an

action. It does not erase the debt. Hence, the defense

can be lost by an unequivocal acknowledgment of the

debt, such as a new promise, an unqualified recognition

of the debt, or a payment on account. . . . Whether

partial payment constitutes unequivocal acknowledgment of the whole debt from which an unconditional

promise to pay can be implied thereby tolling the statute

of limitations is a question for the trier of fact. . . .

‘‘A general acknowledgment of an indebtedness may

be sufficient to remove the bar of the statute. The governing principle is this: The determination of whether

a sufficient acknowledgment has been made depends

upon proof that the defendant has by an express or

implied recognition of the debt voluntarily renounced

the protection of the statute. . . . But an implication

of a promise to pay cannot arise if it appears that

although the debt was directly acknowledged, this

acknowledgment was accompanied by expressions

which showed that the defendant did not intend to pay

it, and did not intend to deprive himself of the right to

rely on the [s]tatute of [l]imitations . . . . [A] general

acknowledgment may be inferred from acquiescence

as well as from silence, as where the existence of the

debt has been asserted in the debtor’s presence and he

did not contradict the assertion.’’ (Internal quotation

marks omitted.) Zatakia v. Ecoair Corp., 128 Conn.

App. 362, 369–70, 18 A.3d 604, cert. denied, 301 Conn.

936, 23 A.3d 729 (2011).

The plaintiff first argues that there was ‘‘an unqualified recognition of the debt’’ by Gabriele Villano and

Anthony Villano to Jaser at the Post Road meeting, as

revealed through Jaser’s testimony. The plaintiff’s brief

provides no legal support for what constitutes recognition of a debt, or any analysis as to how the testimony

that the plaintiff cited in its brief evidences a recognition

of debt by the defendant. The plaintiff further argues

that ‘‘there was a new promise that Post Road . . .

would make the monthly payments on [the] loan.’’ Its

explanation states merely that ‘‘members of [Post Road]

at their meeting of December 14, 2011 agreed to the

monthly interest payments to [the plaintiff]. . . . [Post

Road] continued to make the monthly payments on

[the] account.’’ The court found that the reason the

members of Post Road authorized the promise to pay

on Anthony Villano’s debt was the plaintiff’s threat that

it would ‘‘call all notes and/or indebtedness owed by

the individual members’’ and ‘‘[t]hese members were

financially unable to pay these notes and/or indebtedness if they were called and therefore capitulated in

[Jaser’s] urging, which they construed as an imminent

threat.’’ Although the plaintiff cites a string of cases to

support its proposition that ‘‘subsequent promises of
repayment extend the statute of limitations and the

debt,’’ the plaintiff failed to contest the court’s finding

or provide analysis as to how a promise made by members of the third-party entity Post Road for their individual benefits, constituted a new promise by the defendant, Vitano, Inc., for purposes of acknowledgement

of its debt. To the extent that the plaintiff presents

these two arguments as independent bases for establishing the defendant’s acknowledgement of the debt,

they are inadequately briefed, and we decline to review

them. Matthews v. SBA, Inc., 149 Conn. App. 513, 541,

89 A.3d 938 (‘‘We are not required to review issues that

have been improperly presented to this court through

an inadequate brief. . . . Analysis, rather than mere

abstract assertion, is required in order to avoid abandoning an issue by failure to brief the issue properly.’’

(Internal quotation marks omitted.)), cert. denied, 312

Conn. 917, 94 A.3d 642 (2014).

The plaintiff’s final basis for the defendant’s acknowledgement of debt is the actual partial interest payments

made on the note by Post Road. ‘‘Whether partial payment constitutes unequivocal acknowledgment of the

whole debt from which an unconditional promise to

pay can be implied thereby tolling the statute of limitations is a question for the trier of fact.’’ (Internal quotation marks omitted). Williams Ground Services, Inc.

v. Jordan, 174 Conn. App. 247, 252, 166 A.3d 791 (2017).

‘‘The mere fact that one knows that another, also obligated to pay the debt, has made payments upon it,

without his authorizing, consenting to, or participating

in such payments, is not a sufficient basis upon which

to base such a recognition.’’ Broadway Bank & Trust

Co. v. Longley, 116 Conn. 557, 563–64, 165 A. 800 (1933).

The court found the following: ‘‘[E]ach and every

monthly interest payment on the Anthony Villano note

was made on a [Post Road] check . . . . These payments were made by a separate and distinct legal entity,

namely [Post Road].12 They were not made by the defendant . . . .’’ It further found that ‘‘all payments made

by [Post Road] were for the sole and singular benefit

of [Post Road] and/or its members. They were not made

for the benefit of the defendant . . . .’’ On appeal, the

plaintiff simply asserts that ‘‘[t]he fact that [Post Road]

made monthly interest payments on the [Anthony] Villano loan is an unequivocal recognition that [the defendant] was liable on the loan.’’ The plaintiff seems to

suggest that the mere fact that there is a business relationship between the two entities, and the fact that

Gabriele Villano was involved in both entities, is sufficient to extend the actions of Post Road into an

acknowledgement of the debt by the defendant.13 Again,

the plaintiff fails to provide any law or adequate analysis

to contest the court’s finding that Post Road and the

defendant are separate legal entities. Moreover, the

plaintiff does not support its contention that payment

made by a third party can establish an acknowledge-
ment of debt by the defendant. Additionally, its suggestion that Gabriele Villano’s role in one entity can implicate another is contrary to law. It is well established

that ‘‘[a] limited liability company is a distinct legal

entity whose existence is separate from its members.’’

Wasko v. Farley, 108 Conn. App. 156, 170, 947 A.2d

978, cert. denied, 289 Conn. 922, 958 A.2d 155 (2008).

Therefore, Gabriele Villano’s dual role as a member of

Post Road and an officer of the defendant does not

legally tie the two entities together. The corporate veil

was never pierced.14 The defendant was never a member

of Post Road, and the defendant did not engage with

Post Road in relation to the debt.

In light of the foregoing, we conclude that the trial

court properly held that there was no acknowledgement

of the debt by the defendant. Thus, we conclude that

the plaintiff has not sustained its burden to show that

the court erred in finding that the six year statute of

limitations was not tolled, and the plaintiff’s ability to

bring an action against the defendant was barred on

October 18, 2017.

The judgment is affirmed.

In this opinion the other judges concurred.

1 Prime Bank merged with Patriot National Bankcorp, Inc., in May, 2018,

and Patriot National Bankcorp, Inc., was substituted as the plaintiff by the

court on November 28, 2018. For ease of reference, we hereinafter refer to

Prime Bank as the plaintiff in this opinion.

2 The guarantee and security agreement were signed by Gabriele Villano,

the defendant corporation’s president, duly authorized. Anthony Villano

served as the defendant’s vice president and secretary.

3 The guarantee also included the following relevant provision: ‘‘This is a

continuing guaranty and shall remain in full force and effect and be binding

upon the undersigned until your actual receipt of written notice of its revocation, sent by registered or certified mail . . . .’’

4 The plaintiff held a second mortgage on Post Road Plaza, a piece of real

estate owned by Post Road and of which the defendant was a tenant.

5 Gabriele Villano signed the checks on behalf of Post Road until his death

in 2017.

6 On March 19, 2018, the plaintiff attached the bank accounts of the defendant by writ of summons and direction for attachment. On April 6, 2018,

the defendant filed a motion to dissolve, wherein it requested a hearing to

dissolve the prejudgment remedy. On July 9, 2018, after a hearing, the court,

Hon. Arthur A. Hiller, judge trial referee, granted the defendant’s motion,

stating: ‘‘[The] plaintiff lacks probable cause that judgment will issue on its

behalf and . . . the plaintiff is ordered to immediately release all funds and

property attached.’’

7 The defendant’s special defenses included the statute of limitations set

forth in § 52-576, waiver, estoppel, revocation, and laches.

8 Paul Lutsky, former vice president of the plaintiff and an officer of the

substitute plaintiff, as well as Jaser, conceded at trial that the plaintiff was

entitled to bring an action against the defendant pursuant to the guarantee

immediately upon Anthony Villano’s default. See footnote 9 of this opinion.

9 A demand note is one that is ‘‘ ‘payable on demand’ ’’ if it ‘‘(i) states that

it is payable on demand or at sight, or otherwise indicates that it is payable

at the will of the holder, or (ii) does not state any time of payment.’’ General

Statutes § 42a-3-108 (a). In contrast, a term note is one that is ‘‘ ‘payable at

a definite time,’ ’’ if ‘‘it is payable on elapse of a definite period of time after

sight or acceptance or at a fixed date or dates or at a time or times readily

ascertainable at the time the promise or order is issued, subject to rights

of (i) prepayment, (ii) acceleration, (iii) extension at the option of the holder,

or (iv) extension to a further definite time at the option of the maker or

acceptor or automatically upon or after a specified act or event.’’ General

Statutes § 42a-3-108 (b).
10 We note that the General Statutes do not provide a definition of the

term ‘‘default.’’ Black’s Law Dictionary, however, defines a ‘‘default’’ as

‘‘[t]he omission or failure to perform a legal or contractual duty; [especially],

the failure to pay a debt when due.’’ Black’s Law Dictionary (11th Ed. 2019)

p. 526. Additionally, we note that at trial, Paul Lutsky, an officer of the

substitute plaintiff, testified that there was indeed a default by Anthony

Villano. The following colloquy took place between Lutsky and the defendant’s counsel:

‘‘Q. When demand is made by the bank, as it was in October, 2011, or

before then according to your complaint, or the bank’s complaint, if not

paid, then it becomes due and payable and it’s in default, isn’t that true?

‘‘A. That’s true.

‘‘Q. So, you testified I believe several times in response to questioning by

the bank’s attorney, that your review of the records never indicated a default

by Anthony Villano. That is incorrect, isn’t it?

‘‘A. Well, subsequent to this date payments were made on the loan.

‘‘Q. They didn’t pay the loan in full, correct?

‘‘A. That’s correct. It was not paid in full.

‘‘Q. And only paying the loan in full would cure the default, isn’t that true?

‘‘A. That’s correct.

‘‘Q. So, the default remained, right?

‘‘A. Yes.

* * *

‘‘Q. So, we have established that a default occurred in 2011, right?

‘‘A. Correct, when the note was demanded.

‘‘Q. And that has not ever been cured?

‘‘A. Correct. . . .

‘‘Q. So, in 2011, Prime Bank had every right to sue Vitano, Inc., isn’t

that true?

‘‘A. Yes, that’s true.’’

11 At oral argument before this court, the plaintiff attempted to explain

how a default and breach of contract were different. We find no merit in

this argument.

12 Gerald Butcher, an accountant for Gabriele Villano, the defendant, and

Post Road, testified to the following regarding the defendant and Post Road:

‘‘A. Well, they are different legal entities. [The defendant] is a corporation,

a C corporation. That was incorporated . . . in 1975, I believe June of 1975.

And that has, obviously, stockholders and it has directors and officers.

Whereas [Post Road] was organized, I believe, in September of 2006. That is

organized as a limited liability company, which has members and managers.

‘‘Q. So, they are two, clearly, distinct and separate legal entities, is that

right?

‘‘A. Yes.

‘‘Q. And did [the defendant] ever make a payment on Anthony Villano’s

$400,000 line of credit personal note with [the plaintiff]?

‘‘A. No, they did not.’’

13 The extent of the plaintiff’s argument is nothing more than a mere

recitation of facts, including that Gabriele Villano and Anthony Villano were

members of Post Road, Gabriele Villano was the president of the defendant

and signed the Post Road checks, the defendant was a tenant of Post Road,

and Post Road did not want the plaintiff to demand the guarantee.

14 In a situation involving multiple business entities, the actions of one

can have legal consequences on the other if there was such a unity of interest

and ownership that there is effectively no independence between the two.

See Sturm v. Harb Development, LLC, 298 Conn. 124, 131–33, 2 A.3d 859

(2010); Zaist v. Olson, 154 Conn. 563, 576, 227 A.2d 552 (1967).