## ****************************************************** The ‘‘officially released’’ date that appears near the beginning of each opinion is the date the opinion will be published in the Connecticut Law Journal or the date it was released as a slip opinion. The operative date for the beginning of all time periods for filing postopinion motions and petitions for certification is the ‘‘officially released’’ date appearing in the opinion. In no event will any such motions be accepted before the ‘‘officially released’’ date. All opinions are subjectto modification andtechnical correction prior to official publication in the Connecticut Reports and Connecticut Appellate Reports. In the event of discrepancies between the electronic version of an opinion and the print version appearing in the Connecticut Law Journal and subsequently in the Connecticut Reports or ConnecticutAppellate Reports, the latest print version is to be considered authoritative. The syllabus and procedural history accompanying the opinion as it appears on the Commission on Official Legal Publications Electronic Bulletin Board Service andinthe Connecticut LawJournal andboundvolumes of official reports are copyrighted by the Secretary of the State, State of Connecticut, and may not be reproduced and distributed without the express written permission of the Commission on Official Legal Publications, Judicial Branch, State of Connecticut.

******************************************************

## CITY OF HARTFORD v

. BRIAN MCKEEVER ET AL. (SC 19099)
Rogers, C. J., and Palmer, Zarella, Eveleigh, McDonald, Espinosa and Vertefeuille, Js. Argued March 26—officially released October 28, 2014 

## Christopher M. Reeves, for the appellant (named defendant).
Catharine H. Freeman, assistant corporation counsel, for the appellee (plaintiff).Opinion 

## VERTEFEUILLE, J. The primary issue that we must resolve in this certified appeal is whetherthe Appellate Court properly determined as a matter of law that the plaintiff, the city of Hartford, as assignee of the note and mortgage executed by the defendant Brian McKeever,1 

## did not take the note and mortgage subject to the defendant’s affirmative claims against the assignor, or, instead, the Appellate Court should have recognized and applied an equitable exception to this rule because the assignor or its predecessors had received overpayments on the note on the plaintiff’s behalf. The plaintiff, as the assignee of a promissory note and mortgage executed by the defendant, brought
an action to foreclose the mortgage. The defendant filed a five count counterclaim seeking, inter alia, an accounting of amounts paid pursuant to the note and recoupment of any excess amounts paid, including amountsthathe hadpaidtothe entitythathadassigned the note and mortgage to the plaintiff and that entity’s predecessors in interest. The trial court renderedjudgment in favor of the defendant on his counterclaim and awarded him damages of $195,909. The plaintiff appealed from the judgment of the trial court to the Appellate Court, which reversed the judgment and remanded the case for further proceedings. Hartford

v. McKeever, 139 Conn. App. 277, 288, 55 A.3d 787 (2012). We then granted the defendant’s petition for certification to appeal to this court. Hartford v. McKeever, 307 Conn. 956, 59A.3d 1191 (2013). Theissue thatwemustaddressonappealiswhethertheAppellate Courtproperlydeterminedthattheplaintiff, asthemost recent assignee and current holder of the defendant’s note, could not be held liable to repay the defendant for sums that were overpaid on the note before it was assigned to the plaintiff.2 

## We answer this question in the affirmative and, therefore, affirm the judgment of the Appellate Court.
The opinion of the Appellate Court sets forth the following facts and procedural history. ‘‘In May, 1983, the defendant owned a building in Hartford, known
as 206–208 Hamilton Street (property). The property contained multiple units that the defendant rented to tenants. OnMay 5, 1983, the defendantborrowedatotal of $143,065 in two separate loans from the Community Development Corporation (corporation). In one loan transaction (loan one), the defendant and the corporation entered into a promissory note agreement with a principal amount of $28,879. In the other loan transaction (loan two), the defendant and the corporation enteredinto apromissorynote agreementwithaprincipal amount of $114,186. Each loan was secured by a separate mortgage on the property. At the time they entered into the loan agreements, the defendant and the corporation also enteredinto aseparate agreement,

## entitled ‘Collateral Assignment of Leases and Rentals’ (assignment ofrents agreement), pursuantto whichthe corporation was empowered to collect rent directly from the defendant’s tenants ifhe defaulted on his obligation to make payments on the notes. ‘‘Although the corporation immediately assigned its interest in the notes to Colonial Bank, which later became State StreetBank&TrustCompanyofConnecticut (State Street Bank), the corporation continued to service the loans. In July, 2001, State Street Bank assigned loan two to the plaintiff for the sum of [$1]. Bythat time, the defendant had fully paid loan one, but the plaintiff determined that the defendant had defaulted on his payment obligations as to loan two. Accordingly, in 2003, the plaintiff brought an action against the defendant to foreclose on the property. ‘‘On April 21, 2003, the defendant filed a five count counterclaim against the plaintiff, claiming: (1) violation of the Connecticut Unfair Trade Practices Act (CUTPA), General Statutes § 42-110a et seq.; (2) violation ofthe Connecticut Creditors’ Collection Practices Act, General Statutes (Rev. to 1993) § 36-243a; (3) breach of the implied covenant of good faith and fair dealing; and (4) breach of a modification agreement previously agreed to by himself and the plaintiff. [The defendant] also sought, inthefifthcount, anaccounting
as to all payments that his tenants had made under the assignment of rents agreement. ‘‘The plaintiff subsequently withdrew its foreclosure complaint, conceding that the defendant had overpaid loan two by $17,397.93. Accordingly, [the plaintiff] offered to compensate [the defendant] in that amount. The defendant, however, declined the plaintiff’s offer, electing instead to proceed to trial on his counterclaim to recover what he claimed to have been an overpayment of $195,909 on loan two. The plaintiff filed an
answertothe counterclaim, denyingits essentialallegations, and pleaded as a special defense that CUTPA does not apply to municipalities. ‘‘Afterafivedaytrial,thecourtissuedamemorandum of decision in which it concluded that the plaintiffwas liable to the defendant for the total amount he claimed to have overpaid on loan two to the plaintiff and all other prior holders of the note. The court therefore awardedhim damages of$195,909, albeitwithoutspecifyingthe countofthe counterclaimunderwhichitmade that award.

. . . [A]pproximately eleven months after the court’s November9, 2010 decision, theplaintifffiled
a motion for articulation, requesting for the first time that the court explain, inter alia, under which count of the counterclaim it had found in the defendant’s favor. The court responded that, without having access to the court file, it was unable to identify the specific count of the counterclaim under which it had found in the defendant’s favor.’’3 

## (Footnotes omitted.) Hartford v.

## McKeever, supra, 139 Conn. App. 280–82.
TheplaintiffappealedtotheAppellate Courtclaiming thatthetrialcourtincorrectlyhadconcludedasamatter of law that, as an assignee, it was liable for the defendant’s overpayments to the assignor, State Street Bank,
or to any other prior holders of the note. Id., 282–83. The defendant contended that there was no need for the Appellate Court to consider whether, as a legal matter, an assignee can be held liable for the conduct of its assignor, ‘‘because the trial court found, as a factual matter, that the plaintiff was involved from the beginning and specifically that [the corporation] was acting, throughoutthe historyofthe loan, as anagentof ColonialBankwhichinturnwastheplaintiff’strustee.’’4 

## Hartfordv.McKeever, Conn.Appellate CourtRecords& Briefs, April Term, 2012, Defendant’s Briefpp. 7–8. The defendant contended that the claim that the plaintiff had made in its brief that the corporation was not an agency of the plaintiff was contradicted by a deed of restrictive covenantsthathadbeenexecutedinconnection with a regulatory agreement that the defendant entered into as a condition for receiving the loans, and that stated that the plaintiff ‘‘has adopted redevelopment plans

. . . and has issued and sold [b]onds in the aggregate principal amount of $10,000,000 to provide loans for the financing ofthe rehabilitation

. . . of certain residential real property within the geographical boundaries of the [c]ity of Hartford

. . . .’’5


## A majority of the Appellate Court agreed with the plaintiff’s legal claim. Accordingly, it reversed thejudgmentofthetrialcourtandremandedthecaseforfurther proceedings. Judge Gruendel authored a dissenting opinion in which he contended that the court should ‘‘generally preclude affirmative claims against an assignee arising from the acts or liabilities of the assignor, while at the same time permitting equitable claims that merit exception therefrom.’’ Hartford v. McKeever, supra, 139 Conn. App. 298. Judge Gruendel further argued that ‘‘[t]he present case is a quintessential example of the need for, and the appropriateness of, that exception.

. . . [T]he plaintiff here was involved in the loan transactions from the beginning,
as the trial court specifically found and as the plaintiff admitted in its answer.’’ (Citation omitted.) Id., 303 (Gruendel, J., dissenting). Insupportofthis conclusion, Judge Gruendelpointedoutthattheplaintiffhadadmittedtheportion ofthe defendant’s counterclaim alleging that he had ‘‘executed two promissory notes to [the plaintiff] in exchange for [the] loans

. . . .’’6 

## Id., 303 n.14. Judge Gruendel also contended that ‘‘the two promissory notes in question were assigned to the trustee bank the very day they were entered into, and thereafter were held at all times by the trustee bank
on behalf of the plaintiff.’’ Id., 303. In addition, Judge Gruendel pointed out that the plaintiff had admitted in its answer to the defendant’s counterclaim that ‘‘the

## rentals were being collected pursuant to a collateral assignment of leases and rentals.

. . . [A] third party
was collecting the rent on behalf of [the plaintiff ].’’7 

## (Emphasis in original; internal quotation marks omitted.) Id., 305.
InresponsetoJudge Gruendel’sargument, themajority of the Appellate Court stated that ‘‘the trial court made no finding as to the making or significance ofthe [plaintiff’s] allegedadmission [thatrentswere collected
on its behalf] and based no legal conclusion upon it. It is thus not within our power to consider the factual and legal ramifications of the admission on the issues before us

. . . .’’8 

## Id., 283 n.7. The majority further stated that, ‘‘where the trial court expressly referred to the plaintiff as the assignee and to State Street Bank and its predecessors in title as the assignors of the subject notes and mortgages—without making any of the findings proposedbythe dissent as to the supposed unity of interest between them—we cannot join the dissent in concluding that there was no distinction between the plaintiff, as assignee, and its assignor, or that the transfer of the notes and mortgages between them should be treated as something other than an assignment.’’ Id.
On appeal to this court, the defendant does not challenge the Appellate Court’s legal conclusion that, ‘‘[i]n the absence of an express contract provision, an assignee generally does not assumethe original responsibilities of the assignor, but he or she may be liable for breach ofthe terms ofthe assignment or for his or herfailure to perform obligations ofthe assignorwhich he or she has assumed.’’ (Emphasis in original; internal quotation marks omitted.) Id., 285, quoting 6A C.J.S. 511, Assignments § 115 (2004).9 

## He claims, however, thatthiscourtshouldfollowJudge Gruendel’sapproach and hold that this general rule should not be applied when it would be inequitable to do so. The defendant further contends that it would be inequitable to apply the rule in the present case because the trial court found that the plaintiff had been ‘‘involved from the very beginning.’’10 

## Thus, the defendant implicitly contends that thejudgment ofthe trial court was premised
on a holding that the defendant was entitled to recover the full amount of the overpayments from the plaintiff because the corporation was acting as the plaintiff’s agent and Colonial Bank and State Street Bank were acting as the plaintiff’s trustees. The defendant further contends that the Appellate Court improperly placed the burden of providing an adequate record on appeal
on the defendant, who was the appellee in the appeal to the Appellate Court, instead of on the plaintiff, as the appellant. We conclude that the trial court did not hold that the defendant was entitled to recover the full amount of the overpayment from the plaintiff because the corporation, Colonial Bank and State Street Bank
were acting on the plaintiff’s behalf. Rather, it con-

## cluded as a matter of law that the plaintiff, as an assignee, was liable for any claims that the defendant hadagainstthe corporationandthebanks, asassignors. We further conclude that, because the trial court had not addressed the claim that the defendant raised in the Appellate Court as an alternative ground for affirming the judgment, the Appellate Court was not required to review it.
We begin with the standard of review. The defendant’s claim that the trial court held that the defendant
was entitled to recover the full amount ofthe overpayments from the plaintiffbecause the corporation, Colonial Bank and State Street Bank were acting on its behalfrequires us to interpret thejudgment ofthe trial court. ‘‘The interpretation of a trial court’s judgment presents a question of law over which our review is plenary.

. . . As a general rule, judgments are to be construed in the same fashion as other written instruments.

. . . The determinative factor is the intention ofthe court as gathered from all parts ofthejudgment.

. . . The interpretation of ajudgment may involve the circumstancessurroundingthemakingofthejudgment.

. . . Effect must be given to that which is clearly implied as well as to that which is expressed.

. . . The judgment should admit of a consistent construction as
a whole.’’ (Citation omitted; internal quotation marks omitted.)Sosinv. Sosin, 300 Conn. 205, 217–18, 14A.3d 307 (2011).
In support of its legal conclusion that the defendant
was entitledto recoverthe full amountthathe overpaid
on the note from the plaintiff, the trial court relied exclusively on cases andtreatises addressing the scope of an obligor’s right as a matter oflaw to recover from the obligee’s assignee.11 

## After citing these legal authorities, the court concluded that the plaintiff ‘‘taking the assignment under the obligations ofits predecessors is liable to [the defendant] for the full $195,909

. . . .’’ The court also stated that the defendant had ‘‘proven that the [plaintiff] is liable for said overpayments by being an assignee of State Street Bank, which in turn
was an assignee of [the corporation], and the [plaintiff] took the assignment with all of the obligations it and its predecessors had in these transactions.’’ Although the trial court stated in the conclusion to its memorandum ofdecision that ‘‘it would be highly inequitable for the [plaintiff, the corporation] and/or State Street Bank to be unjustly enriched by mon[eys] paid by [the defendant] that were not in fact due,’’ the court did not refer to any of the equitable principles relied on by Judge Gruendel in his dissenting opinion regarding the effect ofa ‘‘ ‘close relationship and participation between the assignor and assignee’ ’’; Hartford v. McKeever, supra, 139 Conn. App. 302; on the scope of an obligor’s rights against the assignee.12 

## See id. (Gruendel, J., dissenting) (‘‘[T]he ‘close relationship and participation between the assignor and assignee put [the assignee] on notice

## ofthe claims which might arise. Due to his knowledge and participation, [the assignee] was vulnerable to the [obligor’s] counterclaim.’ ’’), quoting Massey-Ferguson Credit Corp. v. Brown, 173 Mont. 253, 260–61, 567 P.2d 440 (1977).Accordingly,themostreasonableinterpretation ofthe court’s statementisthatthe court concluded that it would be inequitable to deny recovery ofthe full amount ofthe defendant’s overpayments regardless of whetherthe plaintiffhad such a close relationship with the corporation, Colonial Bank and State Street Bank that it was or should have been on notice ofthe defendant’s overpayments when it executed the assignment in July, 2001. In other words, the court concluded that the law governing the scope of an obligor’s rights against an assignee, as the court understood it, was supported by the principle that it is inequitable to prevent an obligor from recovering overpayments to an assignor from the assignee. It did not conclude that a close relationship between the assignor and the assignee supports an equitable claim that an assignee should be subject to affirmative claims based on the conduct of the assignor. We conclude, therefore, that the trial court did not hold that the defendant was entitledto recoverthe full amount ofthe overpayments from the plaintiff because the corporation, Colonial Bank and State Street Bank were acting on behalf of the plaintiff. Rather, it concluded that the plaintiffwas liable to the defendant as a matter of law by virtue of its status as an assignee of the note and mortgage. Indeed, neither the trial court nor the defendant has pointed to any evidence that (1) the plaintiff had any
reason to know when it became the assignee of the note and mortgage that the defendant had overpaid the loan, or (2) the plaintiff was unjustly enriched by the overpayments.13

## The onlyevidenceintherecordregarding anybenefitreceivedbythe plaintiffis the testimony of Arthur Greenblatt; see footnote 7 of this opinion; that the plaintiff’s bondholders were paid with moneys paidonthe defendant’sloan, whichwas clearlycontemplated by the regulatory agreement and related documents, such as the deed of restrictive covenants.14 

## Although the trial court was entitled to discredit Greenblatt’stestimony, itcouldnothave concludedthat the plaintiff was aware of or had benefited from the overpayments to its predecessors in the absence ofany evidence to that effect.15 

## Builders Service Corp., Inc

. v. Planning & Zoning Commission, 208 Conn. 267, 293, 545A.2d530 (1988) (‘‘atrieroffactcannot, fromthe disbeliefofoneparty’stestimony, inferthatanopposing party’s allegation, unsupported by any evidence, is correct’’). Accordingly, even ifthe trial court had relied on the equitable principles that Judge Gruendel cited in his dissentingopinion; seeHartfordv.McKeever, supra, 139 Conn. App. 303–305; anyconclusionthatthoseprinciples warrant an exception to the general rule that
an assignee does not take an assignment subject to

## affirmative claims againstthe assignorwouldfindlittle, if any, support in the evidence or findings of the trial court. Accordingly, we conclude that the Appellate Courtproperlydeterminedthatthetrialcourthadmade
no factual findings asto the significance ofthe relationship between the plaintiff, on the one hand, and the corporation, Colonial Bank and State Street Bank, on the other hand, and that thejudgment ofthe trial court
was not based on this relationship or any equitable considerations that flowed from it.
We therefore reject the defendant’s claim that the Appellate Court improperly placed the burden of providing an adequate record on appeal on him instead of
on the plaintiff. The judgment of the trial court was based solely on its conclusion that, as a matter of law, the defendant, as mortgagor, was entitled to assert any affirmative claims that he had against the corporation, Colonial Bank and State Street Bank against the plaintiff, as assignee ofthe note and mortgage, and that was the holdingthatthe plaintiffsuccessfully challenged on appeal to the Appellate Court.16 

## The Appellate Court
was not required to review an alternative ground for affirmance that the defendant had not distinctly raised andthetrialcourthadnotdirectlyaddressed, especially whenthe recordwas inadequate forreview ofthe claim because the trial court had not made the requisite factual findings.17 

## See Blumberg Associates Worldwide, Inc

. v. Brown & Brown ofConnecticut, Inc., 311 Conn. 123, 164, 84 A.3d 840 (2014) (when appellant would be entitledto directedjudgmentuponprevailingonappeal, ‘‘the reviewing court may review an unpreserved, alternative ground for affirmance, or raise the issue sua sponte, only ifthe claim merits review under the plain
error doctrine or [Statev. Golding, 213 Conn. 233, 239– 40, 567 A.2d 823 (1989)], or under exceptional circumstances’’).18 

## Finally, weaddressthequestionoftheproperdisposition of this case. The Appellate Court concluded that the case mustberemandedtothetrial court, apparently for a determination ofthe amount owed bythe plaintiff to the defendant, ifany, in light ofthe Appellate Court’s determination that the plaintiff was not liable for the overpayments to the corporation, Colonial Bank or State Street Bank. See Hartford v. McKeever, supra, 139 Conn. App. 287 n.10 (‘‘[T]he [trial] court did not make a determination as to the value ofthe promissory note at the time that State Street Bank assigned it to the plaintiff. As such, setoff may be warranted.’’). Our review of the record reveals, however, that the trial court expressly found that the note had ‘‘been paid in full prior to the assignment’’ and that the amount of the overpayments that had been made to the plaintiff
was $56,930. The trial court based these findings on the testimony ofthe defendant, which the court found credible. Indeed, even in the absence of this express finding, afindingthatnothingwas due onthenotewhen

## it was assigned to the plaintiff was implicit in the trial court’sfindingthatthe defendanthadoverpaidthe loan before the assignment. Accordingly, we conclude that the Appellate Court’s determination that the trial court had made no finding on this issue was incorrect.19


## We note that on appeal to the Appellate Court, the plaintiffchallenged this finding ofthe trial court on the ground that the trial court ‘‘did not rely on competent evidencefromwhich [it] coulddeterminethe amountof debt because it relied on [the defendant’s] self-serving documents

. . . .’’ Hartford v. McKeever, Conn. Appellate Court Records & Briefs, supra, Plaintiff’s Brief, Appendix A-5 p. 16. The plaintiff also contended that the defendant’s testimony was ‘‘speculative’’ because it
was not supported by ‘‘e-mails, faxes [or] charts that
were exchanged between the parties.’’ Id., Plaintiff’s Reply Briefp. 3. Although the Appellate Court failed to addressthe plaintiff’s claimthatthe trial court’s finding
was not supported by the evidence, we may do so.20 

## See State v. James, 261 Conn. 395, 411, 802 A.2d 820 (2002) (‘‘Normally, when we conclude that the Appellate Court has improperly failed to reach an issue concerning a decision by the trial court, we remand the
case to that court for consideration of the merits of thatissue. Underoursupervisorypowers overproceedings on appeal, however, this court also has the authority to address the subject ofthe trial court’s decision.’’ [Internal quotation marks omitted.]). We disagree with the plaintiff’s claim. First, we are bound by the fact finder’s credibility determinations. State v. Gauthier, 73 Conn. App. 781, 787, 809 A.2d 1132 (2002) (‘‘[i]t is the [fact finder’s] exclusive province to weigh the conflicting evidence and to determine the credibility of witnesses’’ [internal quotation marks omitted]), cert. denied, 262 Conn. 937, 815A.2d 137 (2003). Second, the defendant testified that his calculations were based on printouts that the corporation had sent him purporting to show the payments that had been made against the loan. Indeed, the plaintiff ultimately conceded in its brieftotheAppellate Courtthatthedefendant’scalculations as to the amounts that had been overpaid ‘‘could possibly have been used for a defense or setoffbut not for a viable claim against the [plaintiff].’’21 

## Hartford

v. McKeever, Conn. Appellate Court Records & Briefs, supra, Plaintiff’s Brief, AppendixA-5p. 17. Accordingly, there is no need for a remand to determine the amount owed by the plaintiff to the defendant.
Theremainingissueisthe defendant’sclaimforattorney’s fees and interest. The defendant contends that, at trial, the trial court indicated that it would consider the issue ofattorney’s fees afterit rendered its decision
on the defendant’s counterclaim provided that the defendantfiledarequestforattorney’sfeeswithinthirty days ofthe decision, and the plaintiff agreed with that procedure. The trial court rendered its decision on November9, 2010, andonNovember23, 2010,thedefen-

## dant filed: (1) a document captioned ‘‘motion for postjudgment interest’’ in which he stated that ‘‘[t]he defendant hereby moves for an [o]rder awarding postjudgment attorney’s fees’’; (2) a motion for attorney’s fees; and a motion for clarification in which he asked the court to clarify its decision with regard to whether he was entitled to prejudgment interest. The trial court apparentlyneveractedonthese motions.22

## Accordingly,
we conclude that the matter should be remanded for further proceedings on those issues.
Thejudgment ofthe Appellate Court is affirmed and the case is remanded to that court with direction to remand the case to the trial court for further proceedings consistent with the preceding paragraph.
In this opinion ROGERS, C. J., and ZARELLA, EVELEIGH and ESPINOSA, Js., concurred.

1 WebsterBank, Helene Fishman, as trustee, and the Metropolitan District

were also named as defendants, but they are not parties to this appeal. References herein to the defendant are to McKeever only.

2 The issue on which we granted certification was: ‘‘Did the Appellate Court properly determine that the plaintiff, as the most recent assignee and current holder ofthe defendant’s note, could not be held liable to repay the defendant for sums he overpaid on the note?’’ Hartford v. McKeever, supra, 307 Conn. 956. We have reframed the certified question to conform to the issue actually presented. See, e.g., State v. Ouellette, 295 Conn. 173, 184, 989 A.2d 1048 (2010) (court may reformulate certified question to conform to issue actually presented).

3 The Appellate Court concluded that, because the plaintiff had not filed

a motion for review ofthis articulation, its claim that the trial court improperly had failed to specify the basis for its award of damages was unreviewable. Hartford v. McKeever, supra, 139 Conn. App. 279 n.2. The plaintiffhas not challenged this conclusion on appeal to this court.
4 The trial court had concluded that ‘‘[the corporation] is apparently an agency of the [plaintiff], Colonial Bank which then became [State Street Bank] was acting as trustee for the [plaintiff], so throughout, [the plaintiff] had an interest in the very beginning and over the years in the execution and administration ofthe mortgages.’’ The court cited no subordinate facts in support of this determination.

5 It is unclear why the defendant believed that this language quoted from the deedofrestrictive covenants showedthatthe corporationwas anagency of the plaintiff. It is possible that he was contending that the language showed that the plaintiff had ‘‘provide[d] [the] loans’’ and, therefore, the corporation must have been acting on the plaintiff’s behalfwhen it serviced the loans.

6 The defendant alleged in his counterclaim that ‘‘[o]n or about May 5, 1983, the [defendant] executed two promissory notes to [the plaintiff] in exchangeforloansof$114,186and$28,879.Alsoonsaiddate,the [defendant] executed amortgage to the [plaintiff] to secure payment ofsaid loans

. . . .’’ The plaintiff admitted these allegations. The promissory note attached to the plaintiff’s foreclosure complaint provides, however, that ‘‘FOR VALUE RECEIVED, the undersigned [defendant]

. . . promises to pay to [the corporation]

. . . the principal sum of ONE HUNDRED FOURTEEN THOUSAND ONE HUNDRED EIGHTY SIX (114,186.00) DOLLARS

. . . .’’ The associated mortgage deed, also attached to the foreclosure complaint, provided that ‘‘[t]his MORTGAGE DEED [is] made this 5th day of May 1983, by and between [the defendant]

. . . and [the corporation], a Delaware [c]orporation having its office and principal place of business at 928 Farmington Avenue, West Harford

. . . .’’

7 AftertheAppellate Courthadissueditsdecisionreversingthetrialcourt’s judgment and we had granted the defendant’s petition for certification to appeal from that decision, the defendant filed a motion for articulation in which he requested that the trial court articulate the basis for its finding that Colonial Bank was acting in its capacity as trustee for the plaintiffand that the plaintiffwas involved in the matter ‘‘from the beginning.’’ The trial court then issued an articulation in which it stated that ‘‘[f]rom testimonyandthemortgage documents, itis clear [the corporation] grantedthe original mortgages and assigned them to Colonial Bank which was trustee for the [plaintiff]

. . . .’’ Specifically, the trial court had relied on the July 6, 2001 assignmentfrom State StreetBanktotheplaintiff, whichstatedthat ‘‘STATE STREET BANK

. . . as [t]rustee under the [t]rust [i]ndenture dated as of August 1, 1982

. . . by and among the [plaintiff], [a]cting [b]y and [t]hrough the [r]edevelopment [a]gency of the [plaintiff] (the ‘[i]ssuer’) and the [t]rustee, in consideration of the sum of ONE DOLLAR

. . . does hereby grant, bargain, sell, assign, transfer and set over to [the plaintiff], acting by and through the Hartford Economic Development Commission

. . . all the right, title and interest of the [t]rustee in and to the [s]ervice [a]greement

as amended and restated as of June 29, 1994

. . . among the [i]ssuer, the [corporation]

. . . and the [t]rustee, the [r]ehabiltation [l]oans, the [a]uxiliary [l]oan [a]ccount [l]oans, the [l]oan [a]greements, the [m]ortgage [n]otes and the related [m]ortgages

. . . .’’ In addition, the trial court stated that it had relied on the corporation’s assignment ofits interest in the notes and mortgages to Colonial Bank and on trial testimony by Arthur Greenblatt, a former employee of the corporation, that Colonial Bank had become State StreetBank. The plaintiffcontendsthatwe should not considerthis articulation because it was untimely. We conclude that the articulation is irrelevant to our resolution ofthis appeal because, as we discuss later in this opinion, the fact that the plaintiff was involved ‘‘from the beginning’’ was not the basis for the trial court’s judgment. Accordingly, we need not address the question of whether a trial court may issue an articulation on a decision after a reviewing court has issued its ruling on an appeal from the trial court’s decision.

8 Judge Gruendel stated in his dissenting opinion that ‘‘the plaintiff has not presented this court with an adequate record to determine the distinct legal basis ofthe [trial] court’s decision’’; Hartford v. McKeever, supra, 149 Conn. App. 306 n.18; but he concluded that the Appellate Court should ‘‘presume that the [trial] court properly considered the plaintiff’s admission [that the overpayments were collected on its behalf] as conclusive on [the Appellate Court]

. . . .’’ Id.

9 See also Standard Insulation & Window Co. v. Dorrell, 309 S.W.2d 701, 704 (Mo. App. 1958) (‘‘It is well settled that in an action by an assignee [against the obligor], a claim in favor of [the] defendant against the assignor

canbe allowed as aset-off, counterclaim, orreconvention onlyto the extent ofthe claim sued on, andjudgment cannot be rendered against the assignee for the excess. [The] [d]efendant is entitled to use his claim defensively, and not offensively

. . . .’’ [Internal quotation marks omitted.]). The Appellate Court stated that, although this court ‘‘has recognized that the Uniform Commercial Code [UCC], General Statutes § 42a-1-101 et seq., is formally limited to transactions involving personal property, it has determinedthatthe [UCC] mayfurnishaguideforthe lawgoverningrealproperty mortgages. See Olean v. Treglia, 190 Conn. 756, 762, 463 A.2d 242 (1983).’’ Hartfordv. McKeever, supra, 139 Conn. App. 285 n.8. Accordingly, the court relied on General Statutes § 42a-3-305, governing defenses and claims in recoupment, for guidance. Id. We note that, although a mortgage is not subject to the UCC, a promissory note that is secured by a mortgage is subject to the UCC if it meets the definition of a negotiable instrument set forth in General Statutes § 42a-3-104 (a), which provides that a writing may be a negotiable instrument if it (1) is payable to order or to bearer, (2) is payable on demand or at a definite time, and (3) contains an unconditional promise or order to pay a fixed amount of money, with or without interest

or other charges, and no other promise, order, obligation or power is given by the maker or drawer except as otherwise authorized. See Lenares v. Miano, 74 Conn. App. 324, 328 n.4, 811 A.2d 738 (2002). The note at issue in the present case is not a negotiable instrument because it is not made payable to order or to bearer. We agree with the Appellate Court that, even when not applicable on its terms, the UCC can provide guidance in a case such as the present one.
10 In our opinion, both the defendant and the dissent place far too much emphasis on the trial court’s vague finding that the plaintiffwas ‘‘involved’’ with the financial transaction that gave rise to the defendant’s claim.

11 For example, the trial court relied on this court’s decision in Schoonmaker v. Lawrence Brunoli, Inc., 265 Conn. 210, 228, 828 A.2d 64 (2003), for the proposition that ‘‘[t]he assignee of a chose in action stands in the shoes ofthe assignor.

. . . Indeed, [s]uccession by an assignee to exclusive ownership ofall orpart ofthe assignor’s rights respectingthe subjectmatter of the assignment, and a corresponding extinguishment of those rights inthe assignor, ispreciselythe effect ofavalid assignment.’’ (Citation omitted; internalquotationmarks omitted.) The court concludedwithoutanycitation to authority that ‘‘[t]he same is also true as to the liabilities ofan assignor.’’

12 Similarly, although the trial court stated in its memorandum ofdecision that ‘‘Colonial Bank was acting as trustee for the [plaintiff] so [the plaintiff]

was involved from the beginning’’ and, in a footnote, that ‘‘[i]t is interesting to note that [the corporation] is apparently an agency of the [plaintiff], Colonial Bank which then became State Street Bank

. . . was acting as trustee for the [plaintiff], so throughout, the [plaintiff] had an interest from the very beginning and over the years in the execution and administration of the mortgages,’’ these statements were essentially dicta. The court did not subject these findings to any legal analysis and did not rely on them to support its statement that it would be inequitable to deny recovery of the overpayments from the plaintiff.

13 To the extent that the defendant and Judge Gruendel in his dissenting opinion contend that the plaintiff should be held vicariously liable for the conduct of the corporation, Colonial Bank and State Street Bank, because those entities were acting on the plaintiff’s behalf, regardless of whether the plaintiff knew or had reason to know ofthe overpayments or benefited from them, they have cited no authority for that proposition. Rather, they rely exclusively on equitable principles. We cannot perceive, however, why it is more equitable to subject an innocent assignee to a loss than to subject the obligorto the loss, especiallywhen, as here, there is evidence the obligor

was on notice ofthe conduct by the assignor that caused the loss and there is no evidence that the assignee was on notice of such conduct. (The trial courtfoundthatthe defendanthad attemptedrepeatedlyandunsuccessfully to obtain an accurate accounting from the corporation before the loan and mortgage were assigned to the plaintiff.) To the extent that the trial court

or Judge Gruendel concluded that the corporation’s knowledge could be imputed to the plaintiff because the corporation was an ‘‘agency’’ of the plaintiff, that conclusion is not supported by any evidence in the record or findings by the trial court. Rather, the corporation is consistently referred to in the various loan documents as a Delaware corporation with an office in West Hartford. Although we recognize that, if certain criteria are met, a private corporation may be treated as a governmental entity for certain purposes; see generally Gordon v. H.N.S. Management Co., 272 Conn. 81, 98, 861 A.2d 1160 (2004) (identifying ‘‘criteria for determining whether a corporate entity is an arm ofthe state entitled to assert sovereign immunity

as a defense’’); the defendant makes no claim, and there is no evidence in the record or finding by the trial court, that the corporation meets these criteria. Finally, we note thatnothingpreventedthe defendantfrombringing

a claim against the corporation, Colonial Bank or State Street Bank for overpayments that were made to them.

14 Greenblatt testified that the plaintiff had issued $10,000,000 in bonds in 1982, the proceeds of which were delivered to Colonial Bank as trustee fortheplaintiff. Thosefundswereusedtofinancethe loanstothe defendant. The deed of restrictive covenants provides that ‘‘[i]n order to induce the [plaintiff], through the [corporation] and the [t]rustee, to issue and sell [b]onds, in order to induce the [corporation] to originate and service the [r]ehabilitation [l]oans, and in order to induce [b]ondholders to purchase [b]onds, the [defendant] has read and understood and is willing to be bound by and comply with the terms and conditions of the [m]aster [d]eclaration

. . . .’’ Greenblatt also testified that, if the defendant had made all of his loan payments in a timely manner, the total repayment amount would have been $248,331.60, and the loan would have been paid in full after fifteen years. Because the defendant fell behind on his payments, however, he was ultimatelyrequiredtopaymuchmore overamuchlongerperiod. Greenblattdid notknowpreciselyhowmuchmorethe defendantwasultimatelyrequiredto pay as the result of his default. The trial court ultimately found that Greenblatt was not a credible witness. With respect to Judge Gruendel’s argument in his dissenting opinion that the plaintiff had admitted that the corporation, Colonial Bank and State Street Bank had collected the amounts due on the loan on its behalf; see Hartfordv. McKeever, supra, 139 Conn. App. 304; the fact thatthose entities may have used a portion of the loan payments to pay off the plaintiff’s obligations to its bondholders does not necessarily mean that the entire amount ofthe loan payments was collected on the plaintiff’s behalf or that the plaintiff actually benefited in any way from the overpayments

. With respect to Judge Gruendel’s argument that the plaintiff had admitted theportion of the defendant’s counterclaim alleging he had ‘‘ ‘executed two promissory notes to [the plaintiff] in exchange for [the] loans’ ’’; id., 303 n.14; on the basis of the record before us, we can only state that this admission is inexplicable in light of the uncontroverted evidence that the promissory notes named the corporation as the payee. See footnote 6 of this opinion. Indeed, in his reply brief to the trial court, the defendant admitted that ‘‘the original loan was made

. . . from [the corporation] to [the defendant].’’ Perhaps the plaintiff intended to admit that it now had the rights ofapayee on the subject notes pursuantto the assignment. In any event, neither the trial court northe defendant has relied on this admission. The dissent contends that, to the contrary, ‘‘the [plaintiff’s] admissions

are not inexplicable. Indeed, the [plaintiff] explained them to this court at length at oral argument.’’ (Emphasis in original.) Specifically, the dissent points out that counsel for the plaintiff stated at oral argument before this court that the corporation was the mortgage holder, that the plaintiff was legally obligated to retain atrustee to collect the money and that the trustee

was doing so for the benefit of the plaintiff. Thus, the dissent appears to contend that counsel’s representation to this court that the plaintiff was legallyprohibitedfromtakingpromissorynotesfrompersonslikethe defendant who received loans from the bond proceeds somehow explains the plaintiff’s admission that the defendant executed the notes in favor of the plaintiff. We disagree. The plaintiff and its respective trustees are separate entities, and the nature of the legal relationship between the plaintiff and its trustees and the rights and obligations that flowed from that relationship

were not litigated in the present case. Thus, nothing in the record supports the defendant’s allegation that he executed the promissory notes in favor oftheplaintifforexplainstheplaintiff’s admission ofthatallegation. Finally,

we take issue with the dissent’s statement that we have repeatedly asserted thattherecordisinadequatetoreviewthedefendant’sclaimthatthecorporation, Colonial Bank and State Street Bank were acting at all times on behalf of the plaintiff and for the benefit of the plaintiff. We have concluded only that the record is inadequate to determine (1) the legal ramifications ofthe fact that those entities, as trustees, were obligated to act on the plaintiff’s behalf, and (2) whether the plaintiff actually benefited from the overpayments. See footnote 15 of this opinion.

15 The dissent disagrees and would conclude that there is evidence that the plaintiff was unjustly enriched because the plaintiff ‘‘never has denied that the overpayments were collected by [its predecessors in interest] on its behalf, as required by law, and that the money went directly to the [plaintiff] and its bondholders. Indeed, during oral argument, counsel for the [plaintiff] stated that it would have been ‘fatal’ to the [plaintiff’s] tax exempt bond program ifthe money had been used for any other purpose.’’ The dissent further states in footnote 4 of its opinion that ‘‘the evidence adduced attrial establishes thattheplaintiffbenefitedfromits loanprogram and that it was equitably liable for the defendant’s losses with respect thereto.’’ The dissent does not indicate where in the record the plaintiff admitted that the money collected by its predecessors in interest ‘‘went directly to the [plaintiff] and its bondholders.’’ The dissent also does not indicate where inthe recordthe defendant articulatedthe theoryunderlying his equitable claim orpresented evidence that ‘‘establishes’’ thattheplaintiff

wasequitablyliableforthedefendant’soverpayments. Presumably,however, the dissent is relying on the plaintiff’s admission that the corporation, Colonial Bank and State Street Bank had all been acting on the plaintiff’s behalf when collecting amounts due on the loans. See footnote 14 ofthis opinion. The fact that those entities were acting on the plaintiff’s behalfin collecting the money does not necessarily mean, however, that the plaintiff actually received or benefited from the amounts that they collected. It is possible, for example, that the defendant was overcharged because one or more of those entities imposed and pocketed improper service charges on the defaulted loans. Indeed, Greenblatttestified at trialthatthe corporation had charged late fees on the loans and kept them. In any event, the defendant presented no evidence whatsoever that would support a finding that the overpayments made by the defendant before the mortgage was assigned to the plaintiff actually ended up in the plaintiff’s coffers, and counsel for the plaintiff stated at trial that ‘‘[t]he [plaintiff] didn’t lend any of the money. The [plaintiff] wasn’t receiving any of the money. The [plaintiff] wasn’t doing an accounting of the money. The [plaintiff] wasn’t receiving Section 8 payments or anything. We were not involved. Technically, we are not involved

. . . .’’ The dissent, Judge Gruendel, the trial court and the defendant also have not cited any authorityforthe proposition that atrust benefi-ciary is deemed to have benefited from any action taken by the trustee in the name ofthe beneficiary that benefited the trustee—a question on which

we express no opinion because it was not before the trial court and is not before us. Rather, the defendant’s claim that the plaintiff was the actual party in interest, the trial court’s statement that the plaintiffwas ‘‘involved’’ fromthe beginning, andJudge Gruendel’s conclusionthatthe plaintiffcould be held liable on equitable principles appear to have been premised on the unfounded assumption that the overpayments actually inured to the plaintiff’s benefit. See, e.g., Hartford v. McKeever, supra, 139 Conn. App. 304 (Gruendel, J., dissenting) (‘‘the plaintiffadmitted that all overpayments giving rise to the defendant’s counterclaim were collected on its behalf, and thus inured to its benefit’’). The dissent states, however, that the plaintiffhas never claimed that ‘‘the trialcourtincorrectlyhadconcludedorfailedtoaddress [initsmemorandum of decision the plaintiff’s] claim that it was not liable for overpayments collected by the trustee

. . . .’’ See footnote 4 of the dissenting opinion. The plaintiff had no reason to raise such a defense in its posttrial brief, however, because the defendant has never claimed that the plaintiffwas liablefortheoverpaymentsas a trustbeneficiary

. Indeed, whentheplaintiff argued at trial that ‘‘the trustee bears full liability

. . . [and the] beneficiary doesn’t bear liability if the loan is somehow mismanaged,’’ the trial court stated that it was ‘‘not questioning the [loan] to Colonial [Bank] as [t]rustee. I understand you’re the beneficiary.’’ Similarly, the court later stated, ‘‘I understand on Colonial [Bank] where the beneficiary is not liable.’’ Thus, the court agreed with the plaintiff’s position. Presumably, the defendant declined to make a claim in his posttrial brief, or anywhere else, that the plaintiffwas vicariously liable as atrust beneficiary forthe mismanagement of the loans by the corporation, Colonial Bank and/or State Street Bank because he agreed with the plaintiff and the trial court that that was not the case. Indeed, the only comment that counsel for the defendant made in response to the plaintiff’s argument at trial that it was not liable as a trust beneficiary was, ‘‘I would think the trustee is [the plaintiff’s] agent.’’ The defendant neverbriefed the claim, however, that the plaintiffwas liable

as a principal for its agents’ mismanagement ofthe loans. Accordingly, the dissent’s argument that the trial court’s statement that the plaintiff had not proven any of its defenses somehow applied to the plaintiff’s unopposed argument during trial that it was not liable as a trust beneficiary is simply untenable. There was absolutely no reason for the trial court to conclude that the plaintiff had not proven a defense to a claim that the defendant had never raised

. 16 As we have indicated, the defendant does not challenge on appeal to this court the Appellate Court’s conclusion that, as a matter of law, an assignee does not take an assignment subject to affirmative claims against the assignor arising from the assignor’s prior conduct without express assumption of such liability by the assignee. See Hartford v. McKeever, supra, 139 Conn. App. 286.

17 The defendant claimed in his posttrial brief to the trial court that the plaintiff ‘‘was involved in this [t]rust [i]ndenture even before the loan to [the defendant] was made,’’ but he did not contend that the plaintiff was
aware of or benefited from the overpayments to the corporation, Colonial Bank or State Street Bank. Nor did the defendant cite any of the cases or equitable principles thatJudge Gruendel relied on in his dissenting opinion. The dissent contends that ‘‘[t]he trial court’s finding that the [plaintiff]

was involved in the transactions from the beginning is obviously responsive to this contention’’ bythe defendant. Even ifthat were the case, it is reasonable to conclude that the trial court declined to issue a ruling on the defendant’s claim that the plaintiff was liable for the overpayments because it

was the actual party in interest because the defendant failed to brief it adequately. Forthe reasons that we have explained, even ifthe plaintiffwas involved in the transaction from the beginning, and even ifthe corporation, Colonial Bank and State Street Bank were acting on the plaintiff’s behalf, those facts, standing alone, would not supportthe conclusion thatthe plaintiff is liable to the defendant for the overpayments in the absence of any legal analysis of those facts, which the defendant did not provide.

18 In the present case, although, as we discuss later in this opinion, there will be further proceedings on the defendant’s claim for attorney’s fees and interest, there will be no further proceedings on the defendant’s claim that he is entitled to recover from the plaintiff overpayments that were made to the corporation, Colonial Bank or State Street Bank.

19 Werecognizethatonappealtothiscourtthe defendantdidnotchallengethe Appellate Court’s determination that the trial court had made no finding

as to the amount owing on the note when it was assigned to the plaintiff. It was not entirely clear from the Appellate Court’s opinion, however, why the court was remanding the case to the trial court for further proceedings. Moreover, the Appellate Court gave no indication that it had considered and agreed with the plaintiff’s claim that the trial court’s determination that the defendant had overpaid $195,909 on the note was not supported by the evidence. Rather, the Appellate Court stated that the trial court ‘‘did not make adetermination’’ onthat issue. Hartfordv. McKeever, supra, 139 Conn App. 287 n.10. Thus, it appears that the Appellate Court simply overlooked the trial court’s statement that the note had been paid in full. Indeed, if the Appellate Court had determined that the trial court’s finding was not supported by the evidence, the proper disposition would have been to remand the case for a new trial, not further proceedings, as the questions of whether the defendant had overpaid the note and, if so, by how much,

were the very issues that had been tried.

20 TheplaintiffdidnotfileacrossappealraisingtheclaimthattheAppellate Court had failed to address its evidentiary claim, presumably because it believed that the Appellate Court had concluded that a new determination of the amount that the defendant had overpaid must be made on remand. As we have indicated, to the extent that the Appellate Court made such a determination, it was based on an incorrect belief that the trial court had not already made a finding as to the amount due on the note when it was assignedtotheplaintiff. Seefootnote 19ofthisopinion.Althoughtheplaintiff did not file a cross appeal, it has effectively renewed its insufficiency of the evidence claim on appeal to this court, acknowledging in its brief that it owes $17,397.93 in overpayments to the defendant, but claiming it is not responsible for any excess sum based on the defendant’s calculations. We conclude thatwe may address the claimbecause, even ifit was notproperly raised, the plaintiff cannot prevail. See Blumberg Associates Worldwide, Inc. v. Brown & Brown of Connecticut, Inc., supra, 311 Conn. 157–58 (‘‘[r]eview ofan unpreserved claim may be appropriate

. . . when the minimal requirements for review are met and

. . . the party who raised the unpreserved claim cannot prevail’’ [citation omitted; emphasis omitted]).

21 In other words, the plaintiffeffectively conceded that the real issue was not the competence or sufficiency ofthe defendant’s evidence on damages, but, rather,whetherthetrialcourtproperlyhadconcludedthatthedefendant could recover from the plaintiff overpayments that had been made to the corporation, Colonial Bank or State Street Bank.

22 The plaintiff contends that the defendant has waived these claims because the trial court’s failure to act on these motions was the effective equivalent of a denial, and the defendant failed to file a motion for review. Insupportofthisclaim, theplaintiffrelies ontheAppellate Court’sstatement thatthetrialcourt’s ‘‘inabilitytorespondtotheplaintiff’sarticulationrequest

was the functional equivalent of a denial of the motion’’; Hartford v. McKeever, supra, 139 Conn. App. 279 n.2; and the Appellate Court’s conclusion that the plaintiff’s claim that the basis for the trial court’s opinion was unclear could not be reviewed on direct appeal, but only pursuant to a motion for review filed pursuant to Practice Book § 66-7. Id. Nothing in § 66-7, however, authorizes, much less requires, a party to seek review of

a denial of a motion for interest or attorney’s fees by way of a motion for review. Moreover, the plaintiffhasprovided no authorityforthe proposition that the unexplained failure ofthe trial court to rule on a request for attorney’s fees or interest constitutes a denial as a matter of law. Cf. Ahneman

v. Ahneman, 243 Conn. 471, 478–80, 706 A.2d 960 (1998) (affirmative refusal to consider posttrial motions constitutes functional equivalent of denial for purposes ofestablishing appellatejurisdiction). Inthepresent case, we have

no way ofknowing whetherthe trial court intended to deny the defendant’s motions, inadvertentlyoverlookedthem, orintendedtowaituntilthisappeal

was finally resolved to address them.