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SINGLE SOURCE, INC. v. CENTRAL REGIONAL

TOURISM DISTRICT, INC.

(SC 18819)

Rogers, C. J., and Palmer, Zarella, Eveleigh, McDonald and Espinosa, Js.

Argued September 19, 2013—officially released July 8, 2014

Andrew D. Epstein, pro hac vice, with whom were

Proloy K. Das and, on the brief, Bernard F. Gaffney,

for the appellant (plaintiff).

Lawrence G. Rosenthal, with whom, on the brief, was

Fletcher C. Thomson, for the appellee (defendant).
Opinion

McDONALD, J.In 2003, ourlegislature repealed statutory provisions that had established eleven districts

statewide for the promotion of tourism (local districts)

and enacted legislation establishing five larger districts

(regional districts) serving that same purpose. This

case, which comes to us by way of certification from

the United States District Court for the District of Massachusetts, raises questions regarding the satisfaction

of contingent liabilities of the legislatively dissolved

local districts.

The plaintiff, Single Source, Inc., a Massachusetts

corporation, commenced an action in the District Court

against one of the regional districts, the defendant, Central Regional Tourism District, Inc., seeking to hold the

defendant liable for damages under a contract that the

plaintiff had executed with one of the local districts,

the Greater Hartford Tourism District, Inc. (Greater

Hartford). The defendant thereafter moved for summary judgment on the grounds that:(1)it is not the legal

successorto Greater Hartford, and, therefore, cannot be

held liable for the contractual obligations assumed by

that entity; and (2) even if it is Greater Hartford’s successor in interest, General Statutes § 10-397a provides

it with an absolute defense because the acts necessary

under § 10-397a (d) to assume such an obligation were

not undertaken.1

The District Court, in its memorandum of decision

on the motion for summary judgment, concluded that,

because it could find no statute extending the life of

the local districts after they were legislatively dissolved

for purposes of litigating or settling claims against them,

the plaintiff could not have brought a breach of contract

action against Greater Hartford. Therefore, the court

concluded that the question was whether the defendant

had succeeded to Greater Hartford’s liabilities.2 Ultimately, the court concluded that the absence of state

court authority and the possibility that § 10-397a could

provide a defense to liability that could result in an

unconstitutional impairment of contractual obligations

counseled in favor of certifying questions of state law

to this court.3 The District Court thereafter certified

three questions to this court pursuant to General Statutes § 51-199b. This court accepted, after making certain modifications, the following questions: ‘‘1. Is the

[defendant] the legal successor to [Greater Hartford]?’’;

‘‘2. If the answer to the first question is yes, does . . .

§ 10-397a afford the [defendant] a total or partial

defense to the contractual obligations of [Greater Hartford]?’’ and ‘‘3. If the answer to the first question is no,

what entity, if any, is responsible forthose obligations?’’

We answer the first certified question in the negative.

Therefore, we need not answer the second question,

although we note that § 10-397a bears significantly on
our resolution of the first question. We answer the third

question as follows: If Greater Hartford has transferred

any of its assets to another entity and the plaintiff can

establish that the assets were fraudulently conveyed,

that entity may be responsible for Greater Harford’s

obligations to the extent of the value of the assets

received.

Although not directly relevant to our resolution of

the legal questions presented here, the following facts,

as found by the District Court, and the procedural history of this case provide useful context for the legal

landscape in which these questions arise. From 1996

to 2001, the plaintiff, a supplier of professional photography and related services, and Greater Hartford executed a series of contracts that, in essence, granted

Greater Hartford a license to use certain photographic

images owned by the plaintiff. The contractual relationship between the parties ended on August 15, 2003.

In September, 2008, the plaintiff commenced a breach

of contract action against the defendant, identifying it

in the complaint as a corporation ‘‘formerly known as

Greater Hartford . . . .’’ Accordingly, in its complaint,

the plaintiff referred to both entities as the defendant.

In its complaint, the plaintiff asserted three claims,

seeking $237,000 for 159 allegedly unreturned photographs, $443,975 in late fees for 1505 photographs allegedly untimely returned by the defendant in October,

2004, and unspecified user fees for the defendant’s

alleged unauthorized use of nine photographic images

in or around 2005. In its answer, the defendant denied

most of the plaintiff’s allegations and asserted as affirmative defenses that: (1) the plaintiff had brought the

action against the wrong party; and (2) pursuant to § 10-

397a, the defendant did not assume the liabilities of

Greater Hartford. Thereafter, the defendant moved for

summary judgment on the basis of its affirmative

defenses.

In connection with that motion, the parties disputed

when Greater Hartford ceased to exist and when the

defendant became operational. The defendant submitted evidence indicating that it had commenced operation on August 20, 2003, the effective date of the Public

Act in which the legislature had dissolved the local

districts and established the regional districts. See Public Acts, Spec. Sess., June, 2003, No. 03-6, §§ 210 through

217, 248 (Spec. Sess. P.A. 03-6). In its memorandum

of law, however, the defendant contended that it had

commenced operation on June 3, 2004, the effective

date of the 2004 Public Act in which the legislature

enacted the provision on which the defendant relied in

its affirmative defense. See Public Acts 2004, No. 04-

205, § 3 (P.A. 04-205). The plaintiff proffered the only

evidence independent of the effective dates of these

two Public Acts: a payment from Greater Hartford to

the plaintiff dated November 17, 2003, and a filing with
the Secretary of the State on December 15, 2003, in

which Greater Hartford’s name had been changed to

the defendant’s name in the commercial recording division.4 There was no dispute, however, that, by the time

of the hearing on the motion for summary judgment,

Greater Hartford was ‘‘ ‘in dissolution and out of

business.’ ’’

5

The District Court noted the following facts that,

in its view, weighed in favor of a conclusion that the

defendant is the successor in interest to Greater Hartford. The defendant serves substantially the same geographic area and population that Greater Hartford

formerly served. By statute, Greater Hartford could

transfer most of its cash assets and any of its noncash

assets to the defendant. The court also noted that, in

addition to the name change filed with the Secretary

of the State, the plaintiff proffered ‘‘functional evidence

supporting the inference that [the defendant] is [Greater

Hartford’s] legal successor’’: (1) the defendant is

located in the same office in which Greater Hartford

previously was located;(2) the defendant uses the same

telephone and fax numbers that Greater Hartford had

used; and (3) the defendant derived a benefit from

Greater Hartford’s contract by using the plaintiff’s photographs in its promotional materials. The District

Court also found, however, that the defendant had not

taken the statutorily mandated steps necessary to

assume a former district’s liabilities under § 10-397a.

With this factual background as context, we turn

to the question of whether the defendant is Greater

Hartford’s legal successor. The threshold determination

that must be made is what law governs the resolution of

this question. Because the tourism districts are strictly

creatures of statute, undoubtedly the statutory scheme

must be the source of first resort. As such, we are

guided by our well established rules of statutory construction to ascertain the intent of our legislature. See

Hartford/Windsor Healthcare Properties, LLC v. Hartford, 298 Conn. 191, 197–98, 3 A.3d 56 (2010)(explaining

plain meaning rule under General Statutes § 1-2z and

setting forth process for ascertaining legislative intent).

Accordingly, although the certified questions are

framed solely with reference to the particular entities

implicated in the present case, the issue of legislative

intent requires us to construe the scheme in a manner

applicable to all of the districts.

We begin with a brief historical overview of the statutory scheme before turning to our analysis of the specific provisions that, in our view, yield a conclusive

answer to the question of a successor relationship

between the local and regional districts. Since the mid1970s, the state has provided funding at the municipal

or regional level for the purpose of promoting tourism,

a goal that also was supported through funding from

the private sector. See Public Acts 1974, No. 74-337;
Conn. Joint Standing Committee Hearings, Commerce

and Exportation, Pt. 1, 1992 Sess., p. 34, remarks of

Representative Robert A. Maddox, Jr. Initially, the legislature made state funds available to municipalities on

an elective basis and subject to certain conditions. See

General Statutes (Rev. to 1975) §§ 7-136a, 7-136b and

7-136c. In 1981, the legislature expanded the scheme

to allow municipalities to obtain such funds collectively

as districts if they previously had formed districts to

perform other municipal functions. See Public Acts

1981, No. 81-417.

In 1992, the legislature abolished that elective scheme

in favor of one that would provide more equitable funding to all municipalities, shift some funding to promote

Connecticut as a state tourism destination, and provide

greater accountability for the use of state funds. See

Public Acts 1992, No. 92-184; see also Conn. Joint Standing Committee Hearings, supra, pp. 4–5, 7–10, remarks

of Joseph J. McGee, Commissioner of Economic Development. To accomplish these goals, the legislature created a two tier scheme: eleven local tourism districts

comprised of every municipality in the state, and an

Office of Tourism and a Connecticut Tourism Council

reporting to the Department of Economic Development

to oversee the local districts and address statewide

issues. See General Statutes (Rev. to 1993) §§ 32-300

through 32-305. Greater Hartford was one of these local

districts. General Statutes (Rev. to 1993) § 32-302 (a)

(8).

In 2003, the legislature repealed the provisions establishing the eleven local districts and enacted provisions

establishing five larger regional districts, effective

August 20, 2003. See Spec. Sess. P.A. 03-6. The 2003

Public Act reassigned every municipality to a regional

district. See Spec. Sess. P.A. 03-6, § 215; see also General

Statutes (Rev. to 2005) § 10-397 (a). In some cases, all

of the municipalities formerly assigned to one local

district were assigned to the same regional district. In

others, the municipalities were disbursed among two

or three regional districts. In the case of Greater Hartford, all but one town that previously had been assigned

to it was assigned to the central regional district, later

incorporated as the defendant.6 Municipalities from

three other local districts also were assigned in whole

or in part to the central regional district.

In addition to the 2003 Public Act, which legislatively

dissolved the local districts and created the regional

districts, two subsequent public acts have particular

significance in the present case. In 2004, the legislature

enacted a provision, codified as § 10-397a, that

addressed the transfer of assets and liabilities from

local districts to regional districts. See P.A. 04-205, § 3.

In 2009, the legislature consolidated the five regional

districts into three regions (consolidated districts), one

of which remained the central regional district.7 See
Public Acts, Spec. Sess., September, 2009, No. 09-7, § 12

(Spec. Sess. P.A. 09-7).

In considering the question of succession, the enactment of § 10-397a8

in 2004, and subsequent amendments

to this provision in 2009, are key. See P.A. 04-205; Spec.

Sess. P.A. 09-7, § 14. The provision as originally enacted

addressed the assets and liabilities of a ‘‘[f]ormer tourism district,’’ defined in subsection (a) (3) to indicate

the eleven local districts dissolved under Spec. Sess.

P.A. 03-6. See General Statutes (Rev. to 2005) § 10-397a

(a) (3). Subsection (b) set forth conditions under which

a former tourism district could distribute its cash assets

to one or more of the five regional districts. Subsection

(c) set forth conditions for a former tourism district’s

transfer of its noncash assets to one or more of the

regional districts. Subsection (d) addressed the conditions under which a regional district could assume the

liabilities of a former tourism district.

Specifically, P.A. 04-205, §3, which originally enacted

§ 10-397a, provided in relevant part: ‘‘(b) Any former

tourism district having a cash surplus, after accounting

for all liabilities, may distribute such surplus to the

regional tourism district or districts serving the towns

formerly served by such district. Any distribution shall

be divided among the new district or districts in accordance with the following schedule . . . .

‘‘(c) Any former tourism district may, with the

approval of the executive director, transfer noncash

assets, including fixed assets and leases, to a regional

tourism district or districts serving the towns formerly

served by such district.

‘‘(d) Any regional tourism district may, by vote of

its board of directors and with the approval of the

commission, assume the liabilities of a former tourism

district that served all or part of the area served by the

new district. No such assumption shall be approved

unless (1)the regional district’s approved budget makes

provision for the costs arising from the assumption of

liability; and (2)the commission finds that the proposed

assumption of liability is fair and equitable.’’ See also

General Statutes (Rev. to 2005) § 10-397a.

Several inferences arise from the text of this provision that indicate that the legislature did not intend to

create a legal successor relationship between the local

and regional districts. First, if the regional districts had

become the successors to the local districts by operation of law when the local districts were legislatively

dissolved effective August 20, 2003, it would have

served no purpose for the legislature to enact § 10-397a

in 2004. Second, the legislature made the transfer of

assets and assumption of liabilities discretionary, but

mandated the satisfaction of certain conditions if a

regional district elected to assume such liabilities.

Third, the transfer of assets is at the election of the
former local district, whereas the assumption of liabilities is at the election of the regional district. Fourth,

the legislature did not require regional districts, should

they chose to assume liabilities, to do so in proportion

to the common geographic coverage or population of

the local district subject to the liabilities. Finally, by

imposing a requirement that local districts account for

liabilities before distributing cash assets, more than

nine months after the legislature dissolved the local

districts, the legislature indicated that local districts

still could be in existence, even if not in operation, for

winding down purposes after the establishment of the

regional districts.9

Indeed, the payment from Greater

Hartford to the plaintiff dated November 17, 2003, is

consistent with winding up that local district’s business.

We do not ascribe significant weight to the fact that,

in § 10-397a, the legislature limited the transfer of assets

and liabilities between districts serving all or part of

the same geographic area. Nor do we ascribe significant

weight to the fact that it prescribed a schedule for any

transfer of surplus cash assets that roughly corresponded with the percentage oftowns in the local district

that were assigned to the regional district. See footnote

8 of this opinion. Although these provisions could be

construed to suggest some relationship between the

districts serving the same areas, there also is evidence

that the legislature intended to maintain general parity

in funding for the districts. See Conn. Joint Standing

Committee Hearings, supra, p. 12, remarks of Commissioner McGee; id., p. 18,remarks of Representative Alex

A. Knopp; Spec. Sess. P.A. 03-6, § 215; Public Acts 2011,

No. 11-48, § 102 (P.A. 11-48). The aforementioned constraints are fully consistent with achieving that goal.

Indeed, the legislature’s intention not to make the

regional districts the legal successors to the local districts is bolstered by the 2009 amendments to § 10-397a.

As we previously have indicated, it is at this time that

the legislature consolidated the five regional districts

into three districts. Spec. Sess. P.A. 09-7, § 12. At that

same time, the legislature changed the references to

the five regional districts in § 10-397a to the three consolidated districts, but maintained all of the references

to the ‘‘former’’ local districts. See Spec. Sess. P.A. 09-

7, § 14. In other words, subject to the same conditions

as previously existed, the local districts were authorized

to distribute cash surplus and transfer noncash assets

to the consolidated districts, while the consolidated

districts were authorized to assume the liabilities of the

local districts. The 2009 Public Act also modified the

schedule for distribution of the local districts’ transfer

of cash surplus remaining ‘‘after accounting for all liabilities’’ to roughly correspond with the percentage of

towns in the local district that were assigned to the

consolidated districts.10 Spec. Sess. P.A. 09-7, § 14.

These changes indicate that the local districts, although

dissolved since 2003, still could be in possession of
assets and subject to liabilities as of 2009. By maintaining the requirement that an accounting of liabilities

must take place before cash assets could be distributed,

the legislature implicitly extended the winding up

period. In so doing, it does not seem to be a mere

coincidence that the legislature would have accounted

for the local districts’ potential exposure to liability for

claims advanced within the six year statute of limitations for contract actions.11 See General Statutes § 52-

576; see also Campisano v. Nardi, 212 Conn. 282, 290,

562 A.2d 1 (1989) (‘‘this court has previously refrained

from imposing a strict time limit on the completion of

winding up activities’’).

We also note that the legislature’s provision in 2009

for the transfer of assets and liabilities from the local

districts to the consolidated districts; Spec. Sess. P.A.

09-7; stands in stark contrast to the omission of a similar

provision for such transfers from the five regional districts to the three consolidated districts. That the legislature did not so provide suggests that the three

consolidated districts became the legal successors to

the five regional districts by operation of law. Conversely, the transfer scheme provided for the local districts indicates that they had no successors by operation

of law.

There also are indications in the public acts that

predate the adoption of § 10-397a that lend support to

our conclusion. At the same time that the legislature

dissolved the local districts and created the regional

districts, it expressly designated one entity in the tourism scheme as a ‘‘successor’’ to other entities and

authorized the transfer of the predecessor’s functions

and appropriations to that successor. See Spec. Sess.

P.A. 03-6, § 210 (d) (enacting provision, later codified

at General Statutes [Rev. to 2005] § 10-392 [d], which

provided: ‘‘[t]heConnecticut Commission onArts, Tourism, Culture, History and Film shall be a successor

department to [inter alia] the Office of Tourism [and]

the Connecticut Tourism Council . . . in accordance

with the provisions of sections 4-38d and 4-39 of the

general statutes’’); see also P.A. 11-48, § 98 (d) (amending General Statutes [Rev. to 2011] § 10-392 [d] to designate Department of Economic and Community

Development as ‘‘a successor agency to [inter alia] the

Connecticut Commission on Culture and Tourism12

. . . in accordance with the provisions of sections 4-

38d and 4-39’’).13 In addition to the fact that the legislature made no such designation with respect to the

regional districts, the legislature did not simply transfer

the existing rights and duties of the local districts to the

regional districts. Rather, it made several substantive

changes to the scheme governing the regional districts,

some of which shifted greater power to state controlled

oversight entities. In particular, whereas the local districts were required to submit their budgets to the Connecticut Tourism Council for review only, the regional
districts were required to obtain approval of their budgets from the Connecticut Commission on Culture and

Tourism. Compare General Statutes (Rev. to 2003)

§§ 32-301 (b) (9) and 32-302 (e), with General Statutes

(Rev. to 2005) § 10-394 (a). If the commission disapproved a regional district’s budget, the commission

would adopt an interim budget that would serve as the

regional district’s budget untilthe district had submitted

a budget that met with the commission’s approval. General Statutes (Rev. to 2005) § 10-394 (a). Finally, when

the legislature dissolved the local districts, it did not

simply consolidate or merge the local districts to create

the regional districts, as it did with the consolidated

districts in 2009. Rather, as we previously indicated,

municipalities comprising local districts were, in some

cases, broadly disbursed into two or three regional districts.Compare Office of LegislativeResearch, BillAnalysis, House Bill No. 6806, ‘‘An Act concerning General

Budget and Revenue Implementation Provisions,’’

(2003), §§ 210 through 239, 241-Tourism, available at

http://www.cga.ct.gov/2003/ba/2003HB-06806-R00SS2-

BA.htm (last visited June 23, 2014), with Office of Legislative Research, Bill Analysis, House Bill No. 7007, ‘‘An

Act Implementing the Provisions of the Budget concerning General Government and Making Changes to Various Programs,’’ (2009), §§ 12 through 14, available at

http://www.cga.ct.gov/2009/BA/2009HB-07007-R00SS3-

BA.htm (last visited June 23, 2014).

Therefore, we find abundant, clear evidence in the

statutory scheme that the legislature did not intend to

make the regional districts the legal successors to the

local districts. Instead, it plainly allowed the regional

districts to choose whether to assume obligations of

the local districts. In light of this conclusion, we need

not consider whether this court would adopt the common-law rules of municipal succession cited by the

District Court to resolve an ambiguity in the scheme.14

Therefore, we answer‘‘no’’ to the first certified question

asking whether the defendant is the legal successor to

Greater Hartford.

In light of this conclusion, we do not answer the

second certified question. Instead, we turn to the third

certified question, which asks what entity, if any, is

responsible for Greater Hartford’s obligations. We note

that this question presupposes that Greater Hartford

would not have been responsible for its own liabilities,

based on the District Court’s view that no statute

extended the life of the local districts aftertheir dissolution. As we previously have explained, however, the

statutory scheme authorizes a winding up period to

allow local districts to account for liabilities. Implicit

in such authority is the ability to settle or otherwise be

subject to litigation to resolve outstanding obligations.

Cf. General Statutes § 33-884 (a) (‘‘[a] dissolved corporation continues its corporate existence but may not

carry on any business except that appropriate to wind
up and liquidate its business and affairs, including: [1]

[c]ollecting its assets; [2] disposing of its properties that

will not be distributed in kind to its shareholders; [3]

discharging or making provision for discharging its liabilities; [4] distributing its remaining property among

its shareholders according to their interests; and [5]

doing every other act necessary to wind up and liquidate

its business and affairs’’); General Statutes § 33-891 (a)

(‘‘[a] corporation administratively dissolved continues

its corporate existence but may not carry on any business except that necessary to wind up and liquidate its

business and affairs under section 33-884 and notify

claimants under sections 33-886 and 33-887’’). Nonetheless, we note that, even if Greater Hartford was still

winding up district business when the plaintiff commenced the present action, a matter on which no evidence was presented by the parties, it would appear

that any claim against Greater Hartford would now be

barred by the six year statute of limitations on contract

actions. See General Statutes § 52-576.

If, however, Greater Hartford transferred any of its

assets to the defendant and thereby rendered itself

unable to pay an existing debt to the plaintiff, then

the plaintiff could be entitled to hold the defendant

responsible for Greater Hartford’s obligations. As we

previously have noted, Greater Hartford was statutorily

required to account for its liabilities before distributing

its cash assets. Under the rules applicable to fraudulent

conveyances, a recipient of assets that were transferred

by the debtor before the creditor had been satisfied

would have to disgorge those assets. See State v. Goggin, 208 Conn. 606, 619, 546 A.2d 250 (1988)(‘‘[a] fraudulent conveyance . . . is one made without substantial

consideration and which renders the [transferor] unable

to meet his obligation or one made with a fraudulent

intent in which the [transferee] participated’’ [internal

quotation marks omitted]); Molitor v. Molitor, 184

Conn. 530, 535–36, 440 A.2d 215 (1981) (‘‘Both under

ourlaw and underthe [Uniform Fraudulent Conveyance

Act], a conveyance may judicially be declared void and

set aside as against any person except a purchaser for

fair consideration without knowledge of the fraud at

the time of purchase, if the conveyance was fraudulent.

. . . A conveyance is fraudulent if made with actual

intent to avoid any debt or duty or if made without

any substantial consideration by a person who is or

will be thereby rendered insolvent. . . . A person is

insolvent for these purposes when he is unable to pay

his then-existing debts.’’ [Citations omitted; emphasis

added.]). Of course, the plaintiff may recover no more

than the value of the assets transferred. See Robinson

v. Coughlin, 266 Conn. 1, 11, 830 A.2d 1114 (2003)

(‘‘although a creditor may recover the value of the asset

transferred, such recovery is allowed under [General

Statutes] § 52-552i [b] only to the extent that the transfer

is voidable under [General Statutes] § 52-552h [a] [1]’’);
Derderian v. Derderian, 3 Conn. App. 522, 529, 490

A.2d 1008 (‘‘[c]ommon law principles do not authorize a

general creditor to pursue the transferee in a fraudulent

conveyance action for anything other than the specific

property transferred or the proceeds thereof’’), cert.

denied, 196 Conn. 810, 811, 495 A.2d 279 (1985).

We express no opinion as to whether any defenses

might be available under the facts and circumstances

of a particular case. Moreover, we note that our conclusions herein have no bearing on whether the plaintiff

may seek to recover under other equitable doctrines,

such as quantum meruit, for the defendant’s alleged

unauthorized use of the plaintiff’s photographs.

We therefore conclude that the answer to the first

certified question is: No. We answer the third certified

question as follows: If Greater Hartford has transferred

any of its assets to another entity and the plaintiff can

establish that the assets were fraudulently conveyed,

that entity may be responsible for Greater Harford’s

obligations to the extent of the value of the assets

received.

In this opinion the other justices concurred.

1 As we explain later in this opinion, under § 10-397a, a regional district

may assume the liabilities of a local district if, inter alia, such a decision is

approved by the regional district’s board of directors and an oversight body,

currently the Department of Economic and Community Development.

2 As a threshold matter, the District Court sua sponte raised and resolved

affirmatively the question of whether diversity of citizenship existed to

support its jurisdiction. Specifically, the court determined that the defendant

is not an arm of the state, which would preclude it from being a citizen of

the state of Connecticut under 28 U.S.C. § 1332. The court recognized the

multifaceted nature of tourism districts and determined that, on balance,

the weight of considerations favored the conclusion that the defendant

functions as an autonomous entity akin to a political subdivision or public

corporation, rather than an arm of the state.

3 We note that, in contradiction to the position that it had taken before

the District Court, the defendant contends in its brief to this court that the

factual record is insufficient as a matter of law for this court to address

any of the certified questions. In particular, it contends that, because one of

the municipalities that comprised Greater Hartford was assigned to another

regional district, that regional district also must be made a party to the

proceedings. We conclude that the record and the statutory scheme provide

an adequate basis for us to resolve the certified questions.

4 At oral argument before this court, the defendant indicated that it and

Greater Hartford had registered with the state as tax exempt corporations

under § 501 (c) of the Internal Revenue Code in order to provide tax incentives for private donors. Counsel for the defendant conceded that the defendant had been given poor advice to file a name change rather than to file

its own paperwork if it intended to make clear its distinct identity from

that of Greater Hartford. We note that the plaintiff has asserted no claims

that it relied to its detriment on actions taken by the defendant with regard

to this action.

5

In support of this finding, the District Court cited an affidavit by Deborah

Moore, who had served the defendant as its industry representative when

the defendant drafted its bylaws in 2003, as its director from 2005 to 2008,

and as a board member thereafter. Moore also was a former chairperson

of the Connecticut River Valley and Shoreline Visitors Council. It is unclear

from the record how or whether this council relates to the local tourism

districts. Moore stated in her affidavit that, in 2003, she had advised a

representative of the plaintiff that ‘‘the various districts were in dissolution

and out of business.’’ The plaintiff submitted an affidavit disputing this

communication. We note that Moore did not attest to any facts specifically

related to Greater Hartford, either with respect to whether Greater Hartford
retained assets or was subject to liabilities other than those claimed in this

case following its dissolution.

6

In response to questioning at oral argument before this court, the defendant was unable to identify any statute authorizing its incorporation. It

suggested that such authority could have arose under the scheme creating

the local districts, but also was unable to identify any specific authority for

the local districts’ incorporation. Nonetheless, we note that the corporate

status of neither entity directly bears on our resolution of the certified

questions.

7 The 2009 Public Act; Public Acts, Spec. Sess., September, 2009, No. 09-

7, § 12; made no changes to the eastern regional district, merged the south

central regional district into the defendant, and combined the northwestern

and southwestern regional districts into the western regional district. See

General Statutes (Rev. to 2011) § 10-397 (a).

8 General Statutes (Rev. to 2005) § 10-397a provides: ‘‘(a) As used in

this section:

‘‘(1) ‘Commission’ means the Connecticut Commission on Culture and

Tourism created by section 10-392;

‘‘(2) ‘Executive director’ means the executive director of the Connecticut

Commission on Culture and Tourism appointed pursuant to section 10-393;

‘‘(3) ‘Former tourism district’ means the tourism districts, as defined in

section 32-302 of the general statutes, revision of 1958, revised to January

1, 2003; and

‘‘(4) ‘Regional tourism district’ means one of the five regional tourism

districts created by section 10-397.

‘‘(b) Any former tourism district having a cash surplus, after accounting

for all liabilities, may distribute such surplus to the regional tourism district

or districts serving the towns formerly served by such district. Any distribution shall be divided among the new district or districts in accordance with

the following schedule:

Former District New District(s)

Northeastern Eastern (100%)

Southeastern Eastern (100%)

North Central Central (100%)

Greater Hartford Central (95%)

Northwestern (5%)

Central Connecticut Central (80%)

South Central (20%)

Connecticut Valley Central (60%)

South Central (40%)

Greater New Haven South Central (67%)

Northwestern (20%)

Southwestern (13%)

Litchfield Hills Northwestern (100%)

Housatonic Valley Northwestern (100%)

Greater Waterbury Northwestern (100%)

Greater Fairfield Southwestern (100%)

‘‘(c) Any former tourism district may, with the approval of the executive

director, transfer noncash assets, including fixed assets and leases, to a

regional tourism district or districts serving the towns formerly served by

such district.

‘‘(d) Any regional tourism district may, by vote of its board of directors

and with the approval of the commission, assume the liabilities of a former

tourism district that served all or part of the area served by the new district.

No such assumption shall be approved unless (1) the regional district’s

approved budget makes provision for the costs arising from the assumption

of liability; and (2) the commission finds that the proposed assumption of

liability is fair and equitable.’’

We note that the schedule in subsection (b) of former local districts refers

to the ‘‘North Central’’ district, which did not exist as such, and omits the

Tobacco Valley district, which was one of the eleven local districts. Because

all of the towns formerly served by the Tobacco Valley district were assigned

to the central regional district, we assume that the ‘‘North Central’’ district

is the Tobacco Valley district.

9 Evidence that some of the local districts continued to wind up their

affairs following their dissolution is also reflected in General Statutes (Rev.

to 2005) § 10-397b, which provides: ‘‘Any tourism district in existence on

July 1, 2003, that terminates operations prior to January 1, 2004, may file a

single audit report for the period from July 1, 2002, until the termination

of such district’s operations. Such audit shall in all other respects comply

with the provisions of chapter 55b.’’

10 General Statutes (Rev. to 2009) § 10-397a (b), as amended by Spec. Sess.

P.A. 09-7, § 14, provides: ‘‘Any former tourism district having a cash surplus,

after accounting for all liabilities, may distribute such surplus to the regional
tourism district or districts serving the towns formerly served by such

district. Any distribution shall be divided among the new district or districts

in accordance with the following schedule:

Former District New District(s)

Northeastern Eastern (100%)

Southeastern Eastern (100%)

North Central Central (100%)

Greater Hartford Central (95%)

Western (5%)

Central Connecticut Central (100%)

Connecticut Valley Central (100%)

Greater New Haven Central (67%)

Western (33%)

Litchfield Hills Western (100%)

Housatonic Valley Western (100%)

Greater Waterbury Western (100%)

Greater Fairfield Western (100%)’’

11 The legislature made technical changes to § 10-397a in 2011. See Public

Acts 2011, No. 11-48, § 103. We note that, as of the 2011 changes, there is

no provision addressing what a local district may or must do with its surplus

cash if it has accounted for all liabilities and elected not to distribute those

cash assets to the region(s) prescribed in the schedule. It is unclear whether

the legislature has declined to do so because of the fact that private donors

also contributed funds to the districts.

12 General Statutes § 10-392 (d) was amended during a special session in

May, 2004; see Public Acts, Spec. Sess., May, 2004, No. 04-2, § 30; and

references to theConnecticutCommission onArts, Tourism,Culture, History

and Film were replaced with the Connecticut Commission on Culture

and Tourism.

13 General Statutes § 4-38d provides for the transfer or assignment of

functions, powers, or duties of a department, institution, or agency to a

successor department, institution, agency or authority. General Statutes § 4-

39 provides for a transfer of appropriations upon the transfer of functions.

14 The District Court, in its memorandum of decision, cited the following

common-law rules: ‘‘It has long been established that when a legislature

dissolves a municipal corporation and creates a new legal entity composed

of substantially the same population and encompassing substantially the

same territory, the new municipal entity is the legal successor to the rights

and obligations of the dissolved entity. . . .

‘‘State and federal courts have widely adopted the corollary rule that

when a municipal entity succeeds to the rights and obligations of a predecessor entity, the reorganized entity is liable for its predecessor’s contractual

obligations. . . . In the absence of any express statutory provision to the

contrary, therefore, courts presume that a legislature intends for a reorganized municipal corporation to remain subject to the liabilities of its predecessor corporation. . . .

‘‘This rule has been justified on the ground that the successor entity

benefits from obligations undertaken by the predecessor, and because either

the successor entity or the state must assume the liability in order to avoid

impairing contractual obligations. . . . As the [United States] Supreme

Court explained in Mobile v. Watson, [116 U.S. 289, 305, 6 S. Ct. 398, 29 L. Ed.

620 (1886)], the remedies forthe enforcement of such obligations assumed by

a municipal corporation, which existed when the contract was made, must

be left unimpaired by the legislature, or, if they are changed, a substantial

equivalent must be provided so as to comply with the Constitution.’’ (Citations omitted; internal quotation marks omitted.)

We note that the authority cited by the District Court does not involve

application of these common-law rules to an entity like the tourism districts,

which have indicia of being an arm of the state, a quasi-municipal corporation, and a quasi-private corporation. We further note that tourism districts,

unlike municipalities, lack taxing authority that would enable them to raise

funds to satisfy unanticipated liabilities.