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*********************************************** 
ALAN FISCHER ET AL. v. PEOPLE’S

UNITED BANK, N.A., ET AL.

(AC 44872)

Bright, C. J., and Prescott and Pellegrino, Js.

Syllabus

The plaintiffs, L Co., a mortgagor, F, its guarantor, and F Co., F’s real estate

company, sought to recover damages from the defendant bank and two

of its officers after the bank rescinded its offer to refinance L Co.’s

mortgage and L Co. defaulted on that mortgage. F commenced this

action on behalf of all three plaintiffs, filing a five count complaint.

Counts one through four were brought by all three plaintiffs and alleged

breach of contract, breach of the implied covenant of good faith and

fair dealing, violations of the Connecticut Unfair Trade Practices Act

(§ 42-110a et seq.), and tortious interference with business expectancies,

respectively. Count five was brought by F only and alleged negligent

infliction of emotional distress. The trial court granted the defendants’

motion to dismiss, dismissing for lack of standing all claims brought by

L Co. and the claims brought by F and F Co. that were set forth in the

first, second, and third counts of the complaint. On the plaintiffs’ appeal

to this court, held:

1. The portion of the appeal that pertained to the claims of F and F Co.

was dismissed because they did not appeal from a final judgment: the

trial court’s ruling with respect to F and F Co. was only a partial judgment

because it did not fully dispose of counts four and five of the complaint;

accordingly, this court did not have jurisdiction to review the appeal

with respect to their claims.

2. The trial court properly determined that L Co. lacked standing to bring

this action and, accordingly, the court properly dismissed the claims

brought by L Co. for a lack of jurisdiction: L Co. failed to meet its burden

to establish that F, acting alone on behalf of L Co.’s general partner, A

Co., was legally authorized to commence the action on behalf of L Co.,

as L Co.’s partnership agreement granted A Co., a member managed

limited liability company, full management and control over L Co., and,

although F was one of the three members of A Co., because the decision

to commence litigation on behalf of L Co. was not within the scope of

A Co.’s ordinary business and was a decision that affected the policy

and management of A Co., the authorization of A Co.’s other two members was required to commence litigation, which was not forthcoming;

moreover, F’s management responsibilities in his role as property manager of the mortgaged property and his statements asserting that he

was the sole member of A Co. to carry out operations on behalf of L

Co. did not undermine the clear and unambiguous language of L Co.’s

partnership agreement, which granted A Co. the exclusive right to bring

an action on L Co.’s behalf, or A Co.’s operating agreement, which

required the unanimous consent of A Co.’s members for decisions affecting the policy and management of A Co. and those outside the scope

of A Co.’s ordinary business; furthermore, L Co.’s partnership agreement

and A Co.’s operating agreement prohibited A Co. from removing itself

from its role as L Co.’s general partner and from delegating to F its

exclusive control and management of L Co., and there was no support

in the record that any such delegation had occurred.

Argued September 6—officially released November 8, 2022

Procedural History

Action to recover damages for, inter alia, breach of

contract, and for other relief, brought to the Superior

Court in the judicial district of Ansonia-Milford, where

the court, Pierson, J., granted the defendants’ motion

to dismiss and rendered judgment thereon, from which

the plaintiffs appealed to this court. Appeal dismissed

in part; affirmed.
Laurence V. Parnoff, Jr., and Laurence V. Parnoff,

Sr., filed a brief for the appellants (plaintiffs).

James T. Shearin, with whom were Dana M. Hrelic,

and, on the brief, Potoula Tournas, for the appellees

(defendants).
Opinion

PRESCOTT, J. This appeal arises out of an action

brought by the plaintiffs, Alan Fischer, Fischer Real

Estate, Inc., and 1730 State Street Limited Partnership

(1730 LP), against the defendants, People’s United

Bank, N.A. (People’s United), and two of its officers,

Kenneth Nuzzolo and Virgilio Lopez.1 The underlying

action was brought after People’s United, 1730 LP’s

mortgage lender, rescinded its offer to refinance a mortgage executed by 1730 LP in 2010 (2010 mortgage) on

real property located at 1730 Commerce Drive in Bridgeport (property), following which 1730 LP defaulted on

the 2010 mortgage.

The plaintiffs appeal from the judgment of the trial

court granting the defendants’ motion to dismiss. The

trial court held that it lacked subject matter jurisdiction

over all counts of the operative five count complaint

brought by 1730 LP because 1730 LP was not legally

authorized to bring the underlying action, thereby

depriving it of standing. The court also held that Fischer

and Fischer Real Estate, Inc., lacked standing to bring

the first, second, and third counts of the complaint

because Fischer and Fischer Real Estate, Inc., did not

suffer a direct injury from the defendants’ actions

rescinding the mortgage commitment letter and, thus,

did not have standing to bring those counts.

The plaintiffs claim on appeal that the court improperly held that 1730 LP lacked standing because, contrary

to the court’s determination, Fischer had authority

under the relevant corporate governance documents to

permit 1730 LP to commence the underlying action.

The plaintiffs also claim on appeal that Fischer and

Fischer Real Estate, Inc., had standing to bring counts

one, two, and three because Fischer and Fischer Real

Estate, Inc., suffered a direct injury from the defendants’ actions separate from the injury suffered by 1730

LP. On appeal, prior to oral argument, this court ordered

the parties to file supplemental briefs addressing

whether Fischer and Fischer Real Estate, Inc., appealed

from a final judgment because two of the counts

brought by them were not disposed of in the trial court’s

judgment of dismissal and thereby remain pending in

the trial court.

We conclude that (1) the judgment dismissing some,

but not all, counts of the complaint brought by Fischer

and Fischer Real Estate, Inc., is not an appealable final

judgment, and (2) the court properly dismissed all

counts brought by 1730 LP for a lack of subject matter

jurisdiction because 1730 LP’s general partner did not

authorize the commencement of the action against the

defendants. Accordingly, we dismiss the appeal as it

pertains to Fischer and Fischer Real Estate, Inc., and

affirm the court’s judgment of dismissal as it relates to

the claims brought by 1730 LP.
The following facts, which are either undisputed or

are taken from the underlying complaint, and procedural history are relevant to our resolution of the

appeal. Fischer is a licensed real estate broker who

owns and operates Fischer Real Estate, Inc., and is the

guarantor of the 2010 mortgage executed by 1730 LP

on the property.

As provided in 1730 LP’s partnership agreement, AJC

Management, LLC (AJC), a limited liability company,

is the general partner of 1730 LP and ‘‘ha[s] full, exclusive and complete discretion’’ to manage and control

1730 LP. This includes the general partner’s right to

‘‘[c]ompromise, submit to arbitration, sue or defend any

and all claims for or against [1730 LP].’’ The agreement

further restricts AJC from removing itself, or being

removed, from its role as general partner. Fischer is

one of three members of AJC. The other members of

AJC are Jefferson Scinto and Christian Scinto.

Under AJC’s operating agreement, which controls the

rights and obligations of its members, ‘‘[a]ll decisions

affecting the policy and management of [AJC] shall be

made by unanimous consent of the Members.’’ The

operating agreement also limits the purpose and scope

of AJC’s business, stating in relevant part: ‘‘The business

. . . shall be limited to (i) the sale, acquisition, ownership, development, operation, lease, investment and

management of real properties . . . . The business of

the Company shall not be extended by implication or

otherwise beyond the scope of this Agreement.’’

On behalf of AJC, Fischer has managed the property

owned by 1730 LP since 1998. Fischer’s duties on behalf

of AJC have included acting as the property’s sole property manager and negotiating and securing mortgages

for the property.

On or about December, 2019, Fischer began negotiating with People’s United, through Lopez, to refinance

the 2010 mortgage loan on the property. As a result of

the negotiations, People’s United offered to refinance

the 2010 mortgage under new terms, which would

include lower interest rates, and to extend a new loan

for environmental remedial costs. People’s United confirmed these offers in a mortgage commitment letter

dated July 28, 2020. Thereafter, People’s United sent

Fischer a checklist of the documents it required in order

to formalize the new loan and refinance the 2010 mortgage.

The initial checklist of required documents included

the 1730 LP partnership agreement. After People’s

United received and reviewed the 1730 LP partnership

agreement, it requested that Fischer provide a resolution from AJC, 1730 LP’s general partner, that was

signed by all of AJC’s members and stated that AJC

authorized the loan and execution of the closing documents. Due to a dispute between the members of AJC,
People’s United never received a resolution that was

signed by all members of AJC.2 On August 24, 2020,

People’s United notified Fischer that the July 28, 2020

commitment letter was rescinded due to Fischer’s failure to obtain an acceptable resolution from AJC. As a

result of the unsuccessful refinancing of the property’s

loan, the 2010 mortgage was declared to be in default

on August 26, 2020.3

Following the default on the 2010 mortgage, the plaintiffs initiated the underlying action. The plaintiffs’ operative complaint alleged that, as a result of People’s

United having rescinded its refinancing offer, the plaintiffs suffered financial damages from 1730 LP’s resulting

mortgage default. The complaint contained five counts.

Counts one, two, three, and four were brought by all

three plaintiffs and alleged breach of contract, breach

of the implied covenant of good faith and fair dealing,

violation of the Connecticut Unfair Trade Practices Act

(CUTPA), General Statutes § 42-110a et seq., and tortious interference with business expectancies. Count

five was brought by Fischer only and alleged negligent

infliction of emotional distress. Fischer commenced the

action on behalf of all three plaintiffs. The remaining

members of AJC, however, never authorized AJC to

bring an action on behalf of 1730 LP.

On January 19, 2021, the defendants filed a motion

to dismiss all counts of the complaint brought on behalf

of 1730 LP and counts one, two, and three in their

entirety. The defendants argued that the court did not

have subject matter jurisdiction over those counts

because the plaintiffs lacked standing. In support, the

defendants filed a memorandum of law with exhibits,

which included an affidavit from Christian Scinto. In

response, the plaintiffs filed an objection to the defendants’ motion to dismiss, a memorandum of law in

opposition to the motion to dismiss with supporting

exhibits, and an affidavit from Fischer. Subsequently,

the defendants submitted a reply memorandum in support of their motion to dismiss. In addition to the affidavits from Christian Scinto and Fischer, the record

before the court included, in relevant part, copies of

the 1730 LP partnership agreement and AJC’s operating

agreement.

On August 3, 2021, the court issued a memorandum

of decision granting the defendants’ motion to dismiss

all counts brought by 1730 LP and counts one, two, and

three as to all plaintiffs. The court held that the factual

allegations of the complaint, supplemented by the

undisputed facts in the record, demonstrated that 1730

LP lacked standing to maintain the claims it brought

and that Fischer and Fischer Real Estate, Inc., lacked

standing with respect to the first, second, and third

counts of the complaint. The fourth and fifth counts of

the complaint were not attacked in the motion to dismiss or addressed by the court in its ruling.
With respect to 1730 LP’s standing to bring the action,

the court held that AJC, in its role as general partner,

had the sole authority to initiate an action by 1730 LP

and that AJC, acting through a single member, was not

legally authorized to commence the action against the

defendants. Specifically, the court noted that AJC’s

operating agreement required unanimous consent from

its members for an individual member to act outside

the ordinary course of business or to engage in actions

that affect the policy and management of AJC. The court

was not persuaded by Fischer’s argument that suing

the property owner’s mortgage lender was a common

action for real estate companies and, therefore, he had

authority to initiate the action as the property manager

and without the unanimous consent of AJC’s members.

Instead, the court relied on the operating agreement’s

language that limited the scope and purpose of AJC to

matters relating to the sale and management of real

property and concluded that Fischer’s filing of the

action against the defendants did not fall within the

ordinary course of business. The court also held that,

even though AJC’s operating agreement does not specifically address a single member’s authority to commence

litigation on behalf of AJC, any ambiguity is resolved

by the Connecticut Uniform Limited Liability Company

Act (CULLCA), General Statutes § 34-243 et seq., which

provides that, at a minimum, the affirmative vote or

consent of a majority of a company’s members would

be required.4

It is undisputed that Fischer acted without

the consent or affirmative vote of AJC’s other two members.5 The court concluded that Fischer acted alone in

bringing the action and that, individually, he lacked

authority to act on behalf of AJC to commence litigation

on behalf of 1730 LP, pursuant to both the controlling

agreements and CULLCA.

The court next addressed Fischer’s and Fischer Real

Estate, Inc.’s standing to maintain the first, second, and

third counts of the amended complaint. The court held

that Fischer and Fischer Real Estate, Inc., lacked standing to bring the first count that alleged a breach of the

mortgage refinance agreement. The court noted that,

regardless of Fischer’s status as a guarantor of the 2010

mortgage, Fischer and Fischer Real Estate, Inc., were

not parties to the 2010 mortgage and did not suffer any

injury unique from the injury allegedly suffered by 1730

LP. In regard to the second and third counts, which

asserted a breach of the covenant of good faith and fair

dealing and CUTPA violations, the court noted that both

counts relied on the first count’s breach of contract

claim and, because they did not suffer an injury unique

from the injury suffered by 1730 LP, Fischer and Fischer

Real Estate, Inc., lacked standing. The plaintiffs filed

the present appeal.

On August, 17, 2022, this court, sua sponte, ordered

the parties to file supplemental briefs ‘‘addressing
whether this appeal should be dismissed as to the plaintiffs [Fischer] and Fischer Real Estate, Inc., for a lack

of a final judgment because counts four and five of the

[operative complaint] . . . were not disposed of by the

August 3, 2021 judgment of dismissal and therefore

remain pending in the trial court.’’ Subsequently, the

parties filed supplemental briefs. The plaintiffs

acknowledged that ‘‘the judgment disposed of only the

part of the complaint dealing with all the claims of

[Fischer and Fischer Real Estate, Inc.]’’ but, nonetheless, argued that this court should review the trial

court’s judgment as it pertains to Fischer and Fischer

Real Estate, Inc., on its merits.6

In response, the defendants argued that the appeal should be dismissed as to

Fischer and Fischer Real Estate, Inc., because there

was no final judgment as to those plaintiffs.

I

Because it implicates the jurisdiction of this court to

hear the appeal, we first consider whether the trial

court’s decision granting the motion to dismiss with

respect to Fischer and Fischer Real Estate, Inc., constitutes a final judgment. See Woodbury Knoll, LLC v.

Shipman & Goodwin, LLP, 305 Conn. 750, 755, 48 A.3d

16 (2012) (addressing first issue of whether trial court’s

order is appealable final judgment because it implicates

court’s subject matter jurisdiction). We conclude that

because the court’s decision did not dispose of all

counts of the complaint with respect to Fischer and

Fischer Real Estate, Inc., those plaintiffs did not appeal

from a final judgment. Accordingly, we dismiss that

portion of the appeal that pertains to them.

We begin by setting forth the relevant legal principles.

‘‘Unless otherwise provided by law, the jurisdiction of

our appellate courts is restricted to appeals from final

judgments. . . . The appellate courts have a duty to

dismiss, even on [their] own initiative, any appeal that

[they lack] jurisdiction to hear. . . . Accordingly, a

final judgment issue is a threshold matter that must

always be resolved prior to addressing the merits of an

appeal. . . . Whether an appealable final judgment has

occurred is a question of law over which our review is

plenary. . . .

‘‘It is axiomatic that [a] judgment that disposes of

only a part of a complaint is not a final judgment. . . .

Accordingly, an appeal challenging an order issued during the pendency of a civil action ordinarily must wait

until there has been a final disposition as to all counts

of the underlying complaint. Our rules of practice, however, set forth certain circumstances under which a

party may appeal from a judgment disposing of less

than all of the counts of a complaint. Thus, a party may

appeal if the partial judgment disposes of all causes of

action against a particular party or parties . . . .’’ (Citations omitted; internal quotation marks omitted.)

Krausman v. Liberty Mutual Ins. Co., 195 Conn. App.
682, 687–88, 227 A.3d 91 (2020); see also Practice Book

§ 61-3 (‘‘[a] judgment disposing of only a part of a complaint, counterclaim or cross complaint is a final judgment if that judgment disposes of all causes of action

in that complaint, counterclaim or cross complaint

brought by or against a particular party or parties’’).

The complaint in the underlying action contains five

counts. Counts one, two, three, and four were brought

by all three of the plaintiffs. Count five was brought

only by Fischer. The trial court dismissed all counts

brought by 1730 LP and counts one, two, and three in

their entirety. The court’s ruling thus disposed of all

causes of action involving 1730 LP, rendering it a final

judgment under the rules set forth in Practice Book

§ 61-3. In contrast, the court’s ruling was only a partial

judgment with respect to Fischer and Fischer Real

Estate, Inc., because it did not fully dispose of counts

four and five. Because all causes of action brought by

Fischer and Fischer Real Estate, Inc., have not been

disposed of, there is no final judgment with respect to

those parties.7 This court is deprived of jurisdiction to

review this appeal with respect to the claims brought

by Fischer and Fischer Real Estate, Inc. Accordingly,

that portion of this appeal is dismissed.

II

We now turn to 1730 LP’s claim that the court improperly granted the motion to dismiss on the basis that

1730 LP lacked standing to bring the action. Specifically,

1730 LP argues that ‘‘[t]he misinterpretation of the [AJC

operating agreement] and [the 1730 LP partnership

agreement]’’ led to an improper determination that 1730

LP lacked standing to bring this action. We are not

persuaded and agree with the trial court that 1730 LP

did not have standing because Fischer was not legally

authorized to commence the action on behalf of AJC

without the unanimous consent of AJC’s members.

Accordingly, we conclude that the court was deprived

of jurisdiction over all counts brought by 1730 LP and

that the court properly dismissed those counts as they

pertained to 1730 LP.

We begin our analysis by setting forth the applicable

standard of review. ‘‘A motion to dismiss . . . properly

attacks the jurisdiction of the court, essentially

asserting that the plaintiff cannot as a matter of law

and fact state a cause of action that should be heard

by the court. . . . A motion to dismiss tests, inter alia,

whether, on the face of the record, the court is without

jurisdiction. . . . [O]ur review of the trial court’s ultimate legal conclusion and resulting [determination] of

the motion to dismiss will be de novo. . . . Factual

findings underlying the court’s decision, however, will

not be disturbed unless they are clearly erroneous. . . .

The applicable standard of review for the denial of a

motion to dismiss, therefore, generally turns on whether

the appellant seeks to challenge the legal conclusions
of the trial court or its factual determinations.’’ (Citation

omitted; internal quotation marks omitted.) Hayes

Family Ltd. Partnership v. Glastonbury, 132 Conn.

App. 218, 221, 31 A.3d 429 (2011).

To the extent that we are called on to interpret the

partnership or operating agreements, our standard of

review is also well established. ‘‘Although ordinarily the

question of contract interpretation, being a question of

the parties’ intent, is a question of fact [subject to the

clearly erroneous standard of review] . . . [when]

there is definitive contract language, the determination

of what the parties intended by their . . . commitments is a question of law [over which our review is

plenary] . . . and we must decide whether [the court’s]

conclusions are legally and logically correct and find

support in the facts that appear in the record.’’ (Citation

omitted; internal quotation marks omitted.) Alpha Beta

Capital Partners, L.P. v. Pursuit Investment Management, LLC, 193 Conn. App. 381, 403, 219 A.3d 801 (2019),

cert. denied, 334 Conn. 911, 221 A.3d 446 (2020), and

cert. denied, 334 Conn. 911, 221 A.3d 446 (2020).

In the present case, 1730 LP challenges the court’s

interpretation of the relevant partnership and operating

agreements as it relates to the court’s ultimate conclusion that Fischer lacked authority to commence litigation on behalf of AJC and, in turn, 1730 LP. Thus, our

review is plenary. See id. The following legal principles

are relevant to our resolution of this claim.

‘‘[L]ack of subject matter jurisdiction may be found

in any one of three instances: (1) the complaint alone;

(2) the complaint supplemented by undisputed facts

evidenced in the record; or (3) the complaint supplemented by undisputed facts plus the court’s resolution

of disputed facts. . . . Different rules and procedures

will apply, depending on the state of the record at the

time the motion is filed. When a trial court decides a

jurisdictional question raised by a pretrial motion to

dismiss on the basis of the complaint alone, it must

consider the allegations of the complaint in their most

favorable light. . . . In this regard, a court must take

the facts to be those alleged in the complaint, including

those facts necessarily implied from the allegations,

construing them in a manner most favorable to the

pleader. . . . In contrast, if the complaint is supplemented by undisputed facts established by affidavits

submitted in support of the motion to dismiss . . . [or]

other types of undisputed evidence . . . the trial court,

in determining the jurisdictional issue, may consider

these supplementary undisputed facts and need not

conclusively presume the validity of the allegations of

the complaint. . . . Rather, those allegations are tempered by the light shed on them by the [supplementary

undisputed facts]. . . . If affidavits and/or other evidence submitted in support of a defendant’s motion to

dismiss conclusively establish that jurisdiction is lack-
ing, and the plaintiff fails to undermine this conclusion

with counteraffidavits . . . or other evidence, the trial

court may dismiss the action without further proceedings.’’ (Citations omitted; emphasis omitted; footnote

omitted; internal quotation marks omitted.) Conboy v.

State, 292 Conn. 642, 651–52, 974 A.2d 669 (2009).

‘‘As we also have held, [i]t is a basic principle of law

that a plaintiff must have standing for the court to have

jurisdiction. Standing is the legal right to set judicial

machinery in motion. One cannot rightfully invoke the

jurisdiction of the court unless he has . . . some real

interest in the cause of action, or a legal or equitable

right, title or interest in the subject matter of the controversy. . . . The standing requirement is designed to

ensure that courts and parties are not vexed by suits

brought to vindicate nonjusticiable interests and that

judicial decisions which may affect the rights of others

are forged in hot controversy, with each view fairly and

vigorously represented. . . . To fulfill these goals, the

standing doctrine requires a plaintiff to demonstrate

two facts. First, the complaining party must be a proper

party to request adjudication of the issues. . . . Second, the person or persons who prosecute the claim

on behalf of the complaining party must have authority

to represent the party. . . .

‘‘A complaining party ordinarily can show that it is

a proper party when it makes a colorable claim of [a]

direct injury [it] has suffered or is likely to suffer, in an

individual or representative capacity. Such a personal

stake in the outcome of the controversy . . . provides

the requisite assurance of concrete adverseness and

diligent advocacy. . . . To demonstrate authority to

sue, however, it is not enough for a party merely to

show a colorable claim to such authority. Rather, the

party whose authority is challenged has the burden of

convincing the court that the authority exists. . . . The

burden of proof for questions of authority is higher

than that for questions of propriety because the former

questions are more important. Lawsuits must be authorized not only to ensure that the litigants fairly and vigorously represent the party’s views . . . but also

because,if unauthorized lawsuits were allowed to proceed, future rights of the named parties might be

severely impaired.’’ (Citations omitted; emphasis

added; internal quotation marks omitted.) Community

Collaborative of Bridgeport, Inc. v. Ganim, 241 Conn.

546, 552–54, 698 A.2d 245 (1997).

In the present case, it is not disputed that 1730 LP

is the proper party to request adjudication of the causes

of action alleged in the complaint. Therefore, the only

question before this court is whether Fischer, acting

alone on behalf of AJC, had authority to commence the

action by 1730 LP.

The defendants’ motion to dismiss was supplemented

by undisputed facts, and the plaintiffs supplied a count-
eraffidavit in opposition to the motion to dismiss. Thus,

the operative complaint, the undisputed facts that were

put forth as evidence in support of the defendants’

motion to dismiss, and Fischer’s counteraffidavit must

all be considered to determine whether a lack of jurisdiction has been conclusively established. See Conboy

v. State, supra, 292 Conn. 651–52. Because 1730 LP’s

authority to bring the action is challenged, it bears the

burden of establishing that authority exists. See Community Collaborative of Bridgeport, Inc. v. Ganim,

supra, 241 Conn. 554. The 1730 LP partnership agreement and the AJC operating agreement conclusively

establish that 1730 LP lacked authority to commence

the action; Fischer’s counteraffidavit fails to undermine

this conclusion. We conclude that 1730 LP did not meet

its burden in establishing that Fischer, acting alone on

behalf of AJC, was legally authorized to commence

litigation against 1730 LP’s mortgage lender.

To resolve this claim, we first consider the operative

complaint. We need not conclusively presume the validity of the allegations in the complaint and, instead, must

consider them in light of the undisputed facts in the

record. See Conboy v. State, supra, 292 Conn. 651–52.

The operative complaint alleges that ‘‘AJC delegated its

management responsibility for the operation of AJC

and the property to [Fischer] pursuant to the agreement

between the members of AJC.’’ The complaint also

states that Fischer continually has managed operations

of 1730 LP’s property since 1998 as its sole property

manager. We next consider these allegations in light of

the undisputed facts in the record, particularly 1730 LP’s

partnership agreement and AJC’s operating agreement.

The 1730 LP partnership agreement sets forth who

has the rights and powers to control 1730 LP. See General Statutes § 34-9 (10) (general partner is ‘‘a person

who has been admitted to a limited partnership as a

general partner in accordance with the partnership

agreement’’); General Statutes § 34-10 (3) (partnership

agreement shall set forth name and address of each

general partner); see also General Statutes § 34-17 (a)

(‘‘[e]xcept as provided in this chapter or in the partnership agreement, a general partner of a limited partnership shall have all the rights and powers . . . of a partner in a partnership’’). The partnership agreement

names AJC as its ‘‘[g]eneral [p]artner.’’ The partnership

agreement further grants AJC the ‘‘full, exclusive and

complete discretion in the management and control of

[1730 LP] . . . . Such discretion shall include, without

limitation, the right to . . . [c]ompromise, submit to

arbitration, sue or defend any and all claims for or

against [1730 LP].’’ More so, the agreement restricts AJC

from withdrawing from its position of general partner,

stating: ‘‘[AJC] may not voluntarily withdraw from [1730

LP]. The Limited Partners shall have no right to remove

[AJC].’’ According to the agreement, AJC is the proper,

and only, entity with the power to authorize the com-
mencement of an action by 1730 LP.

AJC is a limited liability company consisting of three

members: Fischer, Jefferson Scinto, and Christian

Scinto. Accordingly, we turn to AJC’s operating agreement to determine whether an individual member may

act on behalf of AJC to commence this particular action.

See General Statutes § 34-243d (a) (1) (operating agreement governs ‘‘[r]elations among the members as members and between the members and the limited liability

company’’). The AJC operating agreement provides in

relevant part: ‘‘All decisions affecting the policy and

management of the Company shall be made by unanimous consent of the Members. No change shall be made

in the nature or scope of the Company business . . . .’’

It also provides in relevant part: ‘‘The Members may

delegate to . . . an individual Member . . . any management responsibility or authority except as set forth

in this Agreement to the contrary.’’ Though the agreement does not define ‘‘decisions affecting the policy

and management,’’ it specifies a number of actions that

require unanimous consent of its members, stating that

a member shall not ‘‘borrow or lend money, make,

deliver, accept or endorse any commercial paper, execute any mortgage, security instrument, bond or lease,

or purchase or contract to purchase any property . . .

or sell or contract to sell any assets of the Company,

all other than in the ordinary course of the Company

business, nor shall any authorization be given to any

member or other Person to do any act on behalf of the

Company in contravention of this Agreement, without

the unanimous consent of the Members.’’ The agreement also sets forth the purpose and scope of the company, stating in relevant part: ‘‘The business to be conducted by the Company shall be limited to (i) the sale,

acquisition, ownership, development, operation, lease,

investment and management of real properties . . . .

The business of the Company shall not be extended

by implication or otherwise beyond the scope of this

Agreement.’’ Thus, the commencement of litigation on

behalf of 1730 LP against its mortgage lender is not an

act that is within the scope of AJC’s ordinary course

of business and is, instead, a decision that affects the

policy and management of AJC.

Finally, the affidavit of Christan Scinto also sets forth

undisputed facts. The affidavit states that neither he

nor Jefferson Scinto authorized or agreed to commence

the action on behalf of AJC or, in turn, 1730 LP.

We next turn to Fischer’s counteraffidavit to determine whether it effectively refuted the alleged lack of

authority found in the complaint and the undisputed

facts in the record. Fischer’s affidavit does not challenge the applicability of 1730 LP’s partnership agreement or AJC’s operating agreement. It also does not

assert that the other members of AJC authorized the

action. Instead, the affidavit, sounding much like the
operative complaint, asserts that Fischer has been the

sole management authority for the property by unanimous agreement of AJC’s members and has also been

the sole member of AJC that has carried out operations

on behalf of 1730 LP. The affidavit also asserts that

People’s United has recognized Fischer as the sole

member of AJC authorized to act on behalf of AJC

for many years and that ‘‘[i]t is not uncommon in the

management of and investment in real estate for litigation to be a part of the business activities . . . most

commonly in, but not limited to, eviction and collection

actions.’’ These statements do not undermine the clear

and unambiguous language of the controlling 1730 LP

partnership agreement and AJC operating agreement.

The record conclusively establishes that 1730 LP’s

partnership agreement gave AJC, not Fischer, the exclusive role of general partner. Fischer, acting alone and

purportedly on behalf of AJC, brought the action on

behalf of 1730 LP. The Scintos did not affirmatively

vote for or consent to the commencement of the action;

thus, Fischer would need to be authorized to act individually on behalf of AJC for the action to be legally authorized. As demonstrated by the language of AJC’s

operating agreement, Fischer’s management responsibilities for AJC in his role as the property manager fall

within the scope and purpose of AJC and Fischer’s

authority is not disputed in this regard. In contrast,

bringing an action against 1730 LP’s mortgage lender

is outside the ordinary course of AJC’s business and is

a decision that affects the management and policy of

AJC. AJC’s operating agreement clearly requires that

such actions must be made with the unanimous consent

of all of AJC’s members.8

Viewing the operative complaint in light of the undisputed facts put forth by the defendants and Fischer’s

counteraffidavit, it is clear that 1730 LP has not met its

burden of proving that it had the requisite authority to

bring the underlying action. Unanimous consent from

AJC’s members was required. 1730 LP provided no evidence that an action against 1730 LP’s mortgage lender

falls within AJC’s ordinary course of business or that

such an action would not affect AJC’s policy and management. Fischer’s mere assertion that litigation is not

uncommon in the management of real estate does not

effectively refute the language of the AJC operating

agreement or the 1730 LP partnership agreement or

speak to the unique litigation at issue. This assertion

alone thus fails to satisfy the burden of establishing

that Fischer had authority to bring this action. 1730

LP had the burden of establishing that its action was

brought with proper authority, and it failed to satisfy

this burden.

1730 LP makes two primary arguments on appeal.9

First, it argues that Fischer was delegated AJC’s management authority and that this delegation effectively
made him the ‘‘general partner’’ of 1730 LP. 1730 LP

further argues that the trial court had before it undisputed ‘‘party admissions’’ that delegated Fischer the

‘‘ ‘General Partner’ management responsibility and

authority . . . .’’ We do not find 1730 LP’s statement

to be an accurate representation of the record and are

not persuaded by its argument.

The ‘‘party admissions’’ that 1730 LP refers to are

the assertions in the complaint that ‘‘AJC delegated its

management responsibility for the operation of AJC

and the property . . . .’’ Nowhere in the complaint or

in Fischer’s affidavit does it state that Fischer was delegated the role of 1730 LP’s ‘‘general partner.’’ Rather,

the language of the complaint and Fischer’s affidavit

support that Fischer was delegated responsibility to act

as property manager for the property on behalf of AJC.

The role of general partner carries legal significance

under 1730 LP’s partnership agreement and § 34-17 and

is not synonymous with the role of property manager.

Even assuming arguendo that Fischer was delegated

the role of general partner, 1730 LP’s partnership agreement and AJC’s operating agreement clearly prohibit

such a delegation. 1730 LP’s partnership agreement

names AJC as the ‘‘[g]eneral [p]artner’’ and grants AJC

the exclusive right to bring an action by 1730 LP. Furthermore, the agreement states that the general partner

may not voluntarily withdraw. If AJC did attempt to

delegate its role as general partner to Fischer, this delegation would violate the agreement’s restriction on

AJC’s right to withdraw from its position as general

partner. See Connecticut National Bank v. Rehab Associates, 300 Conn. 314, 322, 12 A.3d 995 (2011) (‘‘ ‘in

construing contracts, we give effect to all the language

included therein, as the law of contract interpretation

. . . militates against interpreting a contract in a way

that renders a provision superfluous’ ’’).

AJC’s operating agreement also prohibits the delegation of AJC’s general partner authority over 1730 LP.

AJC’s operating agreement states that ‘‘[t]he Members

may delegate to . . . an individual Member . . . any

management responsibility or authority except as set

forth in this Agreement to the contrary.’’ (Emphasis

added.) A complete delegation of AJC’s authority to act

as the general partner of 1730 LP is precisely the type

of delegation prohibited by AJC’s operating agreement,

which requires the members’ unanimous consent for

actions outside the ordinary course of business and

actions affecting AJC’s policy and management.

1730 LP next argues that the trial court failed to

distinguish between 1730 LP’s partnership agreement

and AJC’s operating agreement and that this improperly

led the trial court to determine that 1730 LP lacked

standing. Specifically, 1730 LP argues that AJC’s

operating agreement is only relevant to the extent that

it allows AJC to delegate authority and that, because
AJC’s authority as general partner was delegated, the

court should have looked to the agreement that controls

1730 LP in determining what constituted proper authority. This argument relies on the same logical foundation

of 1730 LP’s first argument—that AJC was divested

of its management authority because its authority as

general partner was delegated to Fischer. Thus, it fails

for the same reasons. Because of the language in both

the 1730 LP partnership agreement and the AJC

operating agreement, AJC could not delegate its exclusive control and management of 1730 LP or remove

itself from its role as general partner. Furthermore,

there was no support in the record that such a delegation was made. Accordingly, we affirm the trial court’s

motion to dismiss all counts brought by 1730 LP.

The appeal is dismissed as to the claims of Alan

Fischer and Fischer Real Estate, Inc., challenging the

dismissal of counts one, two, and three of the complaint;

the judgment is affirmed in all other respects.

In this opinion the other judges concurred.

1 We refer in this opinion to Fischer, Fischer Real Estate, Inc., and 1730

LP collectively as the plaintiffs and to People’s United, Nuzzolo, and Lopez

collectively as the defendants. Where appropriate, we refer to the parties

individually by name.

2 Fischer proposed that the language of the resolution from AJC read:

‘‘The undersigned manager/members of [AJC], the General Partner of [1730

LP] (the ‘Borrower’), confirm that [Fischer] manager/member, pursuant to

an agreement of the undersigned members of [AJC], had, and continues to

have, full responsibility for the operation of [AJC] . . . .’’ Christian Scinto

and Jefferson Scinto refused to sign a resolution containing the language

proposed by Fischer and instead proposed different language: ‘‘The undersigned members of [AJC], the General Partner of [1730 LP] (the ‘Borrower’),

confirm that [AJC], had, and continues to have, full responsibility for the

operation of the Borrower . . . .’’ Fischer refused to sign the resolution

with the language proposed by the Scintos. Thus, no resolution was signed

by all members of AJC due to a dispute over Fischer’s purported responsibility for the operation of AJC.

3 As a result of the default, People’s United notified Fischer that a heightened default rate would apply until the note was paid in full. Counsel for

People’s United sent a letter to Fischer, Christian Scinto, and Jefferson

Scinto on November 17, 2020, stating that the note had matured and payment

was past due and providing the outstanding balance of the note as of November 16, 2020.

4 AJC’s operating agreement provides in relevant part: ‘‘Except as

expressly provided for herein to the contrary, the rights and obligations of

the Members and the administration and termination of [AJC] shall be

governed by the Connecticut Limited Liability Company Act as the same

may be amended from time to time.’’ We note that AJC’s operating agreement

was executed in 1998; our legislature has since repealed the Connecticut

Limited Liability Company Act, effective July 1, 2017, and replaced it

with CULLCA.

CULLCA, specifically General Statutes § 34-255f (b), provides in relevant

part: ‘‘In a member-managed limited liability company . . . (2) Matters in

the ordinary course of the activities of the company shall be decided by

the affirmative vote or consent of a majority in interest of the members.

‘‘(3) The affirmative vote or consent of two-thirds in interest of the members is required to: (A) Undertake an act outside the ordinary course of the

company’s activities and affairs . . . .’’

5 This fact was set forth in Christian Scinto’s affidavit and was not disputed

by Fischer.

6 The plaintiffs’ supplemental brief failed to properly identify any exception

that would allow the partial judgment to be considered a final judgment by

this court. Although the plaintiffs quote Heyward v. Judicial Dept., 159

Conn. App. 794, 801, 124 A.3d 920 (2015), which quotes Practice Book § 61-
4 (a), that rule of practice is not applicable to the present case. Practice

Book § 61-4 (a) requires the trial court to make a written determination

‘‘that the issues resolved by the judgment are of such significance to the

determination of the outcome of the case that the delay incident to the

appeal would be justified, and the chief justice or chief judge of the court

having appellate jurisdiction concurs. . . .’’ No such determination was

made in the present case.

7 We recognize that a court’s disposition of one count that is legally inconsistent or mutually exclusive of another count may be deemed to implicitly

dispose of the legally inconsistent count. See Clinton v. Aspinwall, 344

Conn. 696, 704, 281 A.3d 1174 (2022). On the other hand, if an undisposed

count is based on a legally consistent alternative theory, such an implicit

disposition cannot be presumed. Id., 705. In the present case, there is no

legal inconsistency between the plaintiffs’ first three counts, which are

allegations of breach of contract, breach of the covenant of good faith and

fair dealing, and CUTPA violations, and the fourth and fifth counts, which

are allegations of tortious interference with a business expectancy and

negligent infliction of emotional distress.

8 The trial court also considered the language of CULLCA to determine

whether AJC bringing an action on behalf of 1730 LP was made with proper

authority. AJC’s operating agreement provides in relevant part: ‘‘Except as

expressly provided for herein to the contrary, the rights and obligations of

the Members and the administration and termination of [AJC] shall be

governed by the Connecticut Limited Liability Company Act . . . .’’ CULLCA

provides in relevant part that ‘‘[t]he affirmative vote or consent of two-thirds

in interest of the members is required to: (A) Undertake an act outside the

ordinary course of the company’s activities and affairs . . . .’’ General Statutes § 34-255f (b) (3). Thus, even if the AJC operating agreement did not

provide for the authority of a member to commence an action, Fischer alone

could not authorize this action on behalf of AJC regardless of whether the

action fell within or outside the ordinary course of business. On appeal,

however, neither party argues that 1730 LP’s partnership agreement and

AJC’s operating agreement are ambiguous as to the present issue. Thus, we

need not consider the language of CULLCA.

9 1730 LP also argues on appeal that the trial court improperly applied

the law and deprived it of its ‘‘due process and equal protection rights.’’

Specifically, 1730 LP argues that ‘‘[the court] failed to take the facts alleged

in the complaint, including facts necessarily implied therefrom and to construe the allegations in the complaint in a manner most favorable to the

pleader as it is mandated . . . in deciding a motion to dismiss.’’ 1730 LP

incorrectly states the law under Conboy v. State, supra, 292 Conn. 651. As

previously stated in this opinion, the court is required to construe allegations

in the complaint in a manner most favorable to the pleader when the facts

in the complaint are not supplemented by undisputed facts on the record.

See id. In the present case, the complaint was supplemented by undisputed

facts that were brought before the trial court in support of the defendants’

motion to dismiss. Under these circumstances, the court ‘‘need not conclusively presume the validity of the allegations of the complaint.’’ (Internal

quotation marks omitted.) Id., 652. Additionally, as discussed further in this

opinion, because 1730 LP’s authority to bring the action was challenged,

the burden was on 1730 LP to establish that it had authority to commence

the litigation. See Community Collaborative of Bridgeport, Inc. v. Ganim,

supra, 241 Conn. 554.