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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, withwhom, onthebrief, was Fletcher C. Thomson, for the appellee (defendant).Opinion McDONALD,J. In2003, ourlegislaturerepealedstatutory provisions that had established eleven districts statewide for the promotion oftourism (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 ofMassachusetts, raises questions regarding the satisfaction of contingent liabilities of the legislatively dissolved local districts.
The plaintiff, Single Source, Inc., a Massachusetts corporation, commencedanactioninthe District Court againstone oftheregional 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 summaryjudgmentonthegroundsthat: (1) itisnotthelegal

successortoGreaterHartford, and,therefore, cannotbe 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 summaryjudgment, concluded that, because it could find no statute extending the life of the local districts aftertheywere legislatively dissolved forpurposesoflitigatingorsettlingclaimsagainstthem, theplaintiffcouldnothavebroughtabreachofcontract action against Greater Hartford. Therefore, the court concludedthatthe questionwaswhetherthe 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 ofcontractual 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 successorto [GreaterHartford]?’’; ‘‘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. Ifthe answer to the first question is no, whatentity, ifany, isresponsibleforthose obligations?’’
We answerthe first certifiedquestioninthe negative. Therefore, we need not answer the second question, although we note that § 10-397a bears significantly onourresolution ofthe firstquestion. We answerthe third question as follows: IfGreater 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 ofprofessional 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 ownedbytheplaintiff. The contractualrelationship between the parties ended on August 15, 2003.
InSeptember, 2008,theplaintiffcommencedabreach 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 inlate feesfor 1505photographs 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 ofthe plaintiff’s allegations and asserted as affirmative defenses that: (1) the plaintiff had brought the actionagainstthewrongparty; and (2) pursuantto § 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 ofthe Public Act in which the legislature had dissolved the local districts and establishedthe regional districts. See PublicActs, Spec. Sess.,June, 2003, No. 03-6, §§ 210through 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 plaintiffdated November 17, 2003, and a filing withthe Secretary of the State on December 15, 2003, in which Greater Hartford’s name had been changed to the defendant’s name inthe 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 ofthe State, theplaintiffproffered ‘‘functional evidence supportingtheinferencethat [thedefendant] is [Greater Hartford’s] legal successor’’: (1) the defendant is located in the same office in which Greater Hartford previouslywaslocated; (2) the defendantusesthe 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’slegalsuccessor. Thethresholddetermination thatmustbe made iswhatlawgovernstheresolution of this question. Because the tourism districts are strictly creatures ofstatute, 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/WindsorHealthcareProperties, LLCv. Hartford, 298Conn. 191, 197–98, 3A.3d56 (2010) (explaining plain meaning rule under General Statutes § 1-2z and settingforthprocess forascertaining 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.
Webeginwithabriefhistorical overview ofthe 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 ofpromoting 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 RobertA. 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 allowmunicipalitiesto obtainsuchfunds collectively

as districts if they previously had formed districts to perform other municipal functions. See Public Acts 1981, No. 81-417.
In 1992,thelegislatureabolishedthatelectivescheme in favor ofone thatwouldprovide more equitable funding to all municipalities, shift some funding to promote Connecticut as astate tourism destination, andprovide greater accountability for the use of state funds. See PublicActs 1992, No. 92-184; see also Conn. JointStanding Committee Hearings, supra, pp. 4–5, 7–10, remarks ofJosephJ. McGee, Commissioner ofEconomic 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 reportingto the Department ofEconomic Development to oversee the local districts and address statewide issues. See General Statutes (Rev. to 1993) §§ 32-300 through 32-305. GreaterHartfordwas one ofthese local districts. General Statutes (Rev. to 1993) § 32-302 (a) (8).
In 2003, the legislature repealedtheprovisions establishingthe eleven local districts and enactedprovisions 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; seealsoGeneral 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, allbutonetownthatpreviouslyhadbeenassigned 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 additionto the 2003 PublicAct, 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 SeePublicActs, Spec. Sess., September, 2009, No. 09-7, § 12 (Spec. Sess. P.A. 09-7).
In considering the question ofsuccession, the enactmentof§ 10-397a 8in2004, andsubsequentamendments to this provision in 2009, are key. See P.A. 04-205; Spec. Sess. P.A. 09-7, § 14. Theprovision 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) setforth conditions underwhich

aformertourismdistrictcould distribute its cashassets to one ormore ofthe 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 ofthe area served by the

new district. No such assumption shall be approved unless (1)theregionaldistrict’sapprovedbudgetmakes provision for the costs arising from the assumption of liability; and (2)the commissionfindsthattheproposed 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, ifthe 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 forthe 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 theformer local district, whereas the assumption ofliabilities 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 ifnot 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 consistentwithwindingupthatlocaldistrict’sbusiness.
We do not ascribe significant weight to the fact that, in § 10-397a, thelegislaturelimitedthetransferofassets and liabilities between districts serving all or part of the same geographicarea. Nordowe ascribe significant weight to the fact that it prescribed a schedule for any transfer of surplus cash assets that roughly correspondedwiththepercentageoftownsinthelocaldistrict that were assignedto 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 CommissionerMcGee; id., p. 18, remarks ofRepresentativeAlex 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 isbolsteredbythe 2009 amendmentsto § 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 ofthe references to the ‘‘former’’ local districts. See Spec. Sess. P.A. 09- 7, § 14. In other words, subject to the same conditions

aspreviouslyexisted,thelocaldistrictswereauthorized to distribute cash surplus and transfer noncash assets to the consolidated districts, while the consolidated districts were authorizedto assume the liabilities ofthe local districts. The 2009 Public Act also modified the schedule for distribution of the local districts’ transfer ofcashsurplusremaining‘‘afteraccountingforallliabilities’’ 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 indicatethatthe local districts, although dissolved since 2003, still could be in possession ofassets and subject to liabilities as of 2009. By maintaining the requirement that an accounting ofliabilities musttakeplacebefore cashassets couldbe 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; standsinstarkcontrasttothe omissionofasimilar 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 districtsindicatesthattheyhadnosuccessorsbyoperation 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]heConnecticutCommissiononArts, 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 didnot simplytransfer the existingrights and duties ofthe local districtsto the regional districts. Rather, it made several substantive changes to the scheme governing the regional districts,

some ofwhich shifted greaterpowerto state controlled oversight entities. In particular, whereas the local districts were requiredto submittheirbudgets to the Connecticut Tourism Council for review only, the regionaldistricts were required to obtain approval oftheir 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 regionaldistrict’sbudgetuntilthedistricthadsubmitted

abudgetthatmetwiththe commission’s approval. General Statutes (Rev. to 2005) § 10-394 (a). Finally, when the legislature dissolved the local districts, it did not simply consolidate ormerge the local districtsto 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. CompareOfficeofLegislativeResearch, 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 (lastvisitedJune 23, 2014), with Office ofLegislative Research, Bill Analysis, House Bill No. 7007, ‘‘An ActImplementingtheProvisionsoftheBudgetconcerning 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’’tothefirstcertifiedquestion 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 extendedthelife ofthelocaldistrictsaftertheirdissolution. 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 windup and liquidate its business and affairs, including: [1] [c]ollectingits assets; [2] disposing ofitspropertiesthat 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] doingeveryotheractnecessarytowindupandliquidate 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 undersections 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 bythe six year statute oflimitations 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 previouslyhave noted, GreaterHartfordwas statutorily required to account for its liabilities before distributing its cash assets. Underthe rules applicable to fraudulent conveyances, arecipientofassetsthatweretransferred by the debtor before the creditor had been satisfied would have to disgorge those assets. See State v. Goggin, 208Conn. 606, 619, 546A.2d250 (1988) (‘‘[a] fraudulent conveyance

. . . is one made without substantial considerationandwhichrendersthe [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

ourlawandunderthe [UniformFraudulentConveyance Act], a conveyance mayjudicially be declared void and set aside as against any person except a purchaser for fair consideration without knowledge of the fraud at the time ofpurchase, ifthe 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 insolventfor thesepurposes 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 acreditormayrecoverthevalue ofthe asset transferred, such recovery is allowed under [General Statutes] § 52-552i [b] onlytotheextentthatthetransfer is voidable under [General Statutes] § 52-552h [a] [1]’’);Derderian v. Derderian, 3 Conn. App. 522, 529, 490 A.2d 1008 (‘‘[c]ommonlawprinciples donotauthorize a general creditortopursuethetransferee inafraudulent 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 ofaparticularcase. Moreover, we note that ourconclusions 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: IfGreater 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 otherjustices 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 bythe regional district’s board ofdirectors and an oversightbody, 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 supportitsjurisdiction. Specifically, the courtdeterminedthatthe 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 briefto this court that the factual record is insufficient as a matter of law for this court to address any ofthe certified questions. In particular, it contends that, because one of the municipalities that comprised GreaterHartford was assigned to another regional district, that regional district also must be made a party to the proceedings. We conclude thatthe 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) ofthe Internal Revenue Code in order to provide tax incentives forprivate donors. Counsel forthe defendant conceded thatthe 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 ofthis finding, the District Court citedan affidavitbyDeborah 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 ofthe Connecticut RiverValley 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 ofthe plaintiffthat ‘‘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 GreaterHartford, eitherwith respectto whether GreaterHartfordretained 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 ofthe 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 ofthe 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 ofthe commission, assume the liabilities of a former tourism districtthat served all orpart ofthe area served bythe new district. No such assumption shall be approved unless (1) the regional district’s approved budget makes provision forthe costs arising from the assumption of liability; and (2) the commission finds that the proposed assumption of liability is fair and equitable.’’ We notethatthe schedule in subsection (b) offormerlocal districts refers to the ‘‘North Central’’ district, which did not exist as such, and omits the Tobacco Valley district, whichwas one ofthe eleven local districts. Because all ofthetownsformerlyservedbytheTobaccoValleydistrictwere 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 amendedby Spec. Sess. P.A. 09-7, § 14, provides: ‘‘Anyformertourism district having a cash surplus, afteraccountingforallliabilities, may distribute such surplustothe regionaltourism 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 addressingwhat alocal districtmay ormust do withits surplus cash ifit has accounted for all liabilities and elected not to distribute those cash assets to the region(s) prescribed in the schedule. Itis unclearwhether the legislature has declined to do so because ofthe 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 referencestotheConnecticutCommissiononArts,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 orauthority. 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 whenamunicipal entitysucceedstotherights andobligations ofapredecessor 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 ofits predecessor corporation.

. . . ‘‘This rule has been justified on the ground that the successor entity benefitsfromobligationsundertakenbythepredecessor, andbecause 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 inMobilev. Watson, [116U.S. 289, 305, 6 S. Ct. 398, 29 L. Ed. 620(1886)],theremediesfortheenforcementofsuchobligationsassumedby

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 ofthese common-lawrules to an entitylike thetourism districts, which have indicia ofbeing an arm ofthe 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.