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GILMORE v. PAWN KING, INC.—DISSENT

ESPINOSA, J., dissenting. The certified questions

from the United States District Court for the District

of Connecticut1 present us with a choice among three

alternatives. The first alternative is to conclude that,

consistent with our prior statutory interpretation, a rate

limiting statute within the pawnbroking statutory

scheme, General Statutes § 21-44,2

regulates the rates

that pawnbrokers may charge in repurchase transactions. The second choice is to conclude that the general

usury statute, General Statutes § 37-4,3 which expressly

exempts pawnbrokers from its scope, nonetheless regulates pawnbrokers and restricts the rates that they may

charge in repurchase transactions. Finally, we could

conclude that there are no limits on the rates that pawnbrokers may charge forrepurchase transactions, a proposition that we rejected in the same decision in which

we concluded that pawnbrokers are indeed governed

by the pawnbroking statutes when they loan money to

clients, even when the pawnbrokers designate the loan

by another name. See Rhodes v. Hartford, 201 Conn.

89, 513 A.2d 124 (1986).

Like the District Court, I conclude that the reasonable

interpretation of the sparse legislative record accompanying the 1997 amendment to § 21-44; Public Acts 1997,

No. 97-164, § 5 (P.A. 97-164); is that it fails to reveal a

clear intent to overrule Rhodes, and, therefore, this

court’s interpretation of General Statutes (Rev. to 1985)

§ 21-44 in Rhodes controls. By contrast, contrary to

our prior interpretation of the pawnbroking statutes in

Rhodes and in the absence of any clear evidence of

legislative intent to overrule that decision, the majority

concludes today that the rate restrictions of § 21-44 do

not apply to a pawnbroker’s loan of money upon the

deposit of personal property, so long as the pawnbroker

has designated that loan by the name ‘‘repurchase transaction’’ rather than ‘‘pawnbroking loan.’’ Instead, in

direct contradiction to the express exclusion of pawnbrokers from the rate restrictions set forth in § 37-4,

the majority concludes that, if pawnbrokers assign the

label ‘‘repurchase transaction’’ to a transaction involving the loan of money on the deposit of personal property, § 37-4 does, in fact, apply to pawnbrokers. For two

reasons, I cannot agree with the majority’s conclusions.

First, the majority’s conclusion that § 21-44 does not

apply to repurchase transactions runs counter to our

case law, in which we consistently have required

unequivocal evidence of legislative intent before concluding that the legislature overruled one of our decisions interpreting a statute. The majority accomplishes

this result without ever expressly addressing the question of whether the legislature intended to overrule

Rhodes through its enactment of P.A. 97-164, thereby

injecting uncertainty into the precedential force and
effect of this court’s interpretive decisions. Second,

even if I agreed with the majority’s unspoken holding

that Rhodes has been legislatively overruled, I could not

agree with its conclusion that § 37-4 governs repurchase

transactions, which: (1) is inconsistent with the plain

language of the statute exempting pawnbrokers from

the rates set forth therein; (2) relies on a series of

unsupported assumptions regarding the legislative

intent underlying P.A. 97-164; and (3)fails to give proper

effect to this court’s prior interpretation of the relevant

statutory language in § 37-4. Rather than follow the

convoluted path taken by the majority to its interpretation of § 37-4, I would hold that, if the legislature overruled Rhodes, a proposition with which I disagree, the

only logical conclusion remaining would be that the

legislature intended to allow pawnbrokers to charge

any rate, without limit, to the loan of money on the

deposit of personal property, so long as pawnbrokers

use the label ‘‘repurchase transactions.’’ As I have

already stated, I would conclude that Rhodes continues

to control, and that a pawnbroker’s repurchase transactions are governed by § 21-44 of the pawnbroking statutes. Accordingly, I respectfully dissent.

I

REPURCHASE TRANSACTIONS ARE GOVERNED

BY THE PAWNBROKING STATUTES

The majority acknowledges that in Rhodes v. Hartford, supra, 201 Conn. 89, this court interpreted General

Statutes (Rev. to 1985) § 21-44 to govern repurchase

transactions, but the majority then lays the foundation

for its subsequent analysis by characterizing the rationale of Rhodes very narrowly. Without directly stating

so, the majority infers that the legislature overruled

Rhodes by deleting the phrase ‘‘directly or indirectly’’

from § 21-44; P.A. 97-164; despite the equivocal nature

of the substantive changes to § 21-44 made by the 1997

amendment, the eleven year gap between the publication of Rhodes and the 1997 amendment to § 21-44, the

lack of any statement of legislative intent to overrule

this court’s decision in Rhodes, and the fact that P.A.

97-164 had a purpose wholly unrelated to the financing

arrangements of pawnbroking transactions. In so doing,

the majority fails to give proper weight to a long line

of decisions of this court, in which only clear evidence

in the legislative record has been held sufficient to

support a conclusion that the legislature intended to

overrule this court’s interpretative decision. The majority also fails to give proper effect to the most fundamental principle underlying Rhodes: that repurchase

transactions are pawnbroking loans by another name.

In part I of this dissent, I begin with Rhodes, in which

this court rested its conclusion on broader principles

than acknowledged by the majority. I then detail several

decisions that illustrate our consistent reliance only on

clear evidence of legislative intent to support a conclu-
sion that the legislature intended to overrule one of our

decisions interpreting a statute. Applying that standard,

I evaluate the legislative record, concluding that such

clear evidence of legislative intent is lacking therein.

The issue of whether § 21-44 regulates the rates that

pawnbrokers may charge in repurchase transactions

presents a question of statutory interpretation, over

which we exercise plenary review, guided by well established principles regarding legislative intent. See Kasica

v. Columbia, 309 Conn. 85, 93, 70 A.3d 1 (2013)

(explaining plain meaning rule under General Statutes

§ 1-2z and setting forth process for ascertaining legislative intent). Notwithstanding the passage of § 1-2z, in

our construction of statutes, this court’s starting point,

when we already have interpreted the statute in question, is our prior construction of that statute. See id.,

93–94 (in interpreting statutory text, we are bound by

our prior constructions of statute); Hummel v. Marten

Transport, Ltd., 282 Conn. 477, 500–501, 923 A.2d 657

(2007) (§ 1-2z did not overrule this court’s prior interpretations of statutes). This approach is consistent both

with the principle of stare decisis and the principle that

our prior decisions interpreting a statute are not treated

as extratextual sources for purposes of construing that

statute and may be consulted as part of our reading of

the statutory text. See, e.g., Kasica v. Columbia, supra,

94 (relying on prior construction of statute during plain

language portion of § 1-2z analysis); In re Elvin G., 310

Conn. 485, 500–501, 78 A.3d 797 (2013) (same).

Therefore, because this court already has construed

General Statutes (Rev. to 1985) § 21-44 in Rhodes v.

Hartford, supra, 201 Conn. 89, to apply to repurchase

transactions, prior to the enactment of P.A. 97-164, the

question of statutory construction in the present case

is a narrow one. That is, I begin with the question of

whether the legislature intended to overrule this court’s

decision in Rhodes when it amended General Statutes

(Rev. to 1997) § 21-44 in P.A. 97-164. Put simply, if the

legislature did not intend to overrule Rhodes by amending § 21-44 in 1997, then Rhodes controls. I observe

further that in light of the presumption that the legislature is aware of our decisions construing statutes; Blonski v. Metropolitan District Commission, 309 Conn.

282, 304, 71 A.3d 465 (2013); the majority’s failure to

begin with the question of whether the legislature

intended in P.A. 97-164 to overrule Rhodes subverts the

goal of statutory construction, to discern the intent of

the legislature. Accordingly, I begin by reviewing this

court’s previous interpretation of General Statutes

(Rev. to 1985) § 21-44 in Rhodes.

We defined the issue presented in Rhodes as ‘‘whether

a pawnbroker who engages in a repurchase transaction

is, for purposes of [General Statutes (Rev. to 1985)]

§ 21-44, a pawnbroker who takes or receives, directly

or indirectly, interest in return for the use of money he
loans on the pledge of personal property.’’ Rhodes v.

Hartford, supra, 201 Conn. 94. At the time that we

decided Rhodes, General Statutes (Rev. to 1985) § 21-

44 provided: ‘‘No pawnbroker or loan broker or person

who loans money on the pledge of personal property

shall take or receive, directly or indirectly, for the use

of money loaned on personal property, any more than

the following rates: For the use of money amounting

to fifteen dollars or less, five per cent per month or

fraction thereof; for the use of money exceeding fifteen

dollars in amount and not exceeding fifty dollars in

amount, three per cent per month or fraction thereof;

for the use of money exceeding fifty dollars in amount,

two per cent per month or fraction thereof.’’ (Emphasis added.)

Our construction of General Statutes (Rev. to 1985)

§ 21-44 in Rhodes was guided by the remedial purpose

of the pawnbroking statutes, which were enacted ‘‘to

protect impecunious borrowers from extortionate

interest rates and oppressive financing terms that some

pawnbrokers might otherwise impose.’’ Rhodes v. Hartford, supra, 201 Conn. 97. We specifically observed that,

at the time that the predecessors of General Statutes

(Rev. to 1985) §§ 21-44 and 21-454 were enacted,

repurchase transactions ‘‘were recognized as vehicles

used by unscrupulous pawnbrokers to extract usurious

interest rates from their customers.’’ Id.

Consistent with our recognition that one of the remedial purposes of the pawnbroking statutes was to prevent pawnbrokers from relying on repurchase

transactions to legitimize usurious lending practices,

our construction of General Statutes (Rev. to 1985) § 21-

44 in Rhodes was firmly grounded on the principle that

repurchase transactions differfrom conventional pawnbroking loans in name only. Id., 96. Moreover, our statement in Rhodes that the two transactions are equivalent

must be understood in light of our express recognition

that pawnbrokers historically have relied on their ability

to choose among the two labels for pawnbroking transactions, repurchase transactions and pawnbroking

loans, in orderto circumventrestrictions on the interest

rates that they may charge. Id. That is, we recognized

in Rhodes that, when possible, pawnbrokers historically

had taken advantage of different legal rules that applied

to the purportedly different pawnbroking transactions—pawnbroking loans and repurchase transactions—and that pawnbrokers had relied on their ability

to evade pawnbroking laws by selecting the more

advantageous label for the transaction, despite the fact

that, in actuality, the two types of transactions are indistinguishable. Id., 96–98; see also S. Levine, A Treatise

on the Law of Pawnbroking (1911), pp. 115–16.

The court in Rhodes turned to the language of General

Statutes (Rev. to 1985) § 21-44, therefore, with three

principles serving as its analytical foundation:the pawn-
broking statutes have the remedial purpose of protecting impecunious borrowers from usurious interest

rates; pawnbroking loans and repurchase transactions

are distinguishable in name only; and, when possible,

pawnbrokers have capitalized on that very limited distinction, and relied on any different legal treatment

accorded to the two transactions in order to evade

interest rate restrictions on pawnbroking transactions.

The court then deliberated the significance of the provision that General Statutes (Rev. to 1985) § 21-44 applied

to rates received by pawnbrokers either ‘‘directly or

indirectly, for the use of money loaned on personal

property . . . .’’ Rhodes v. Hartford, supra, 201 Conn.

94. We observed that, by expressly stating that the

restrictions imposed by General Statutes (Rev. to 1985)

§ 21-44 applied not only to direct, but also to indirect

interest rates, ‘‘the legislature indicated that it intended

the statutes to regulate not only those transactions that

take the classic form of a conventional pawnbroking

loan, but also financing arrangements that, in substance

if not in form, amount to the economic equivalents of

such a loan.’’ Id., 96. We explained: ‘‘The difference

between the repurchase price and the original sales

price of the item amounts to a fee that the customer

must pay for the use of the pawnbroker’s money.

Whether or not the parties to the transaction label it

as interest, this premium constitutes the type of indirect

interest envisaged by the drafters of §§ 21-44 and 21-

45.’’ (Emphasis added.) Id. Thus, this court’s analysis

rested firmly on the principle that the only distinction

between repurchase transactions and pawnbroking

loans was the label that the pawnbrokers applied to

the transaction. Indeed, we cited with approval the trial

court’s apt summary of the situation: ‘‘[O]ne should not

be able to avoid a tax on shoes by calling shoes slippers

. . . .’’ (Internal quotation marks omitted.) Id., 92.

Therefore, because the difference was one in label only,

we viewed repurchase transactions as charging the client for the use of money loaned, and we interpreted

the concept of ‘‘indirect interest’’ to encompass the rate

charged in a repurchase transaction, notwithstanding

the fact that the transaction is labeled a ‘‘repurchase

transaction’’ rather than a ‘‘loan,’’ and the rate is designated as a ‘‘fee’’ imposed on the service rather than

‘‘interest’’ charged on the principal of the loan. We concluded, therefore, that General Statutes (Rev. to 1985)

§ 21-44 regulated the rates charged by pawnbrokers

in repurchase transactions. Id., 103. The majority is

incorrect, therefore, in suggesting that the analysis in

Rhodes rested solely on the inclusion of the word ‘‘indirectly’’ in General Statutes (Rev. to 1985) § 21-44. Certainly, we relied on the inclusion of that term as part

of our analysis, but the more important, fundamental

principle guiding our analysis was the recognition that

repurchase transactions and pawnbroking loans are distinct in name only.
Eleven years after this court’s decision in Rhodes v.

Hartford, supra, 201 Conn. 89, the legislature enacted

P.A. 97-164, ‘‘An Act concerning the Regulation of Pawnbrokers.’’ Section 5 of P.A. 97-164 amended General

Statutes (Rev. to 1997) § 21-44, and, among other

changes, deleted the phrase ‘‘directly orindirectly.’’ The

majority relies on the deletion of the words ‘‘directly

or indirectly’’ from § 21-44 to infer a legislative intent

to overrule Rhodes. I disagree that the omission of that

phrase, viewed in the context of the entire legislative

record, provides clear evidence that the legislature

intended that § 21-44 henceforth apply only to conventional pawnbroker loans.

Although we have not expressly stated what evidence

is sufficient to allow us to conclude that a legislative

amendment was intended to overrule our prior decision

construing a statute, we consistently have required

clear evidence in the legislative record to support such

a conclusion. In most instances, we have relied on

express statements by legislators during floor debate

to conclude that the legislature intended to overrule

one of our decisions interpreting a statute. See, e.g.,

Hummel v. Marten Transport, Ltd., supra, 282 Conn.

503–504 (Borden, J., concurring) (observing that

express statements of legislators in legislative history

of § 1-2z clarified legislative intent to overrule in part

this court’s decision in State v. Courchesne, 262 Conn.

537, 816 A.2d 562 [2003]); In re Michael S., 258 Conn.

621, 628–29, 784 A.2d 317 (2001) (relying on testimony

before Judiciary Committee that No. 86-185 of 1986

Public Acts was intended to address ‘‘a recent

[S]upreme [C]ourt case in 1985 that says you can’t take

an appeal if the [S]uperior [C]ourt . . . moves a child

. . . from the juvenile docket to the regular docket’’ to

conclude that act was intended to overrule In re Juvenile Appeal [85–AB], 195 Conn. 303, 488 A.2d 778 [1985]

[internal quotation marks omitted]); Allard v. Liberty

Oil Equipment Co., 253 Conn. 787, 801–802, 756 A.2d

237 (2000) (relying on express statements by legislators

to conclude that legislative history made ‘‘clear’’ that

principal purpose of No. 99-69 of 1999 Public Acts was

to legislatively overrule in part this court’s decision in

Bhinder v. Sun Co., 246 Conn. 223, 717 A.2d 202 [1998]).

Moreover, in the absence of an express statement

of legislative intent, we have interpreted subsequent

legislation, to the extent possible, to be consistent with

our prior decisions, and have specifically declined to

draw inferences that were not directly supported by

the legislative record of legislation enacted in response

to one of our decisions. For example, in Gormbard v.

Zurich Ins. Co., 279 Conn. 808, 820–21 n.8, 904 A.2d

198 (2006), we concluded, on the basis of express statements during the floor debate on No. 83-461 of the 1983

Public Acts, that the legislature intended to overrule

this court’s holding in Harvey v. Travelers Indemnity
Co., 188 Conn. 245, 248, 449 A.2d 157 (1982), in which

this court had interpreted General Statutes § 38-175c

to require as a matter of public policy that ‘‘an insurer

. . . provide uninsured motorist coverage for injuries

that an insured sustains while occupying an uninsured

vehicle that the insured, or a family member of the

insured, owns.’’ Gormbard v. Zurich Ins. Co., supra,

820 n.8. We declined, however, to read the legislative

overruling ofthe Harvey decision more broadly, observing that ‘‘[t]here is nothing in the language of the 1983

amendment or in the relevant legislative history, however, to indicate that the legislature disagreed with our

determination in Harvey that, as a general matter, uninsured motorist benefits must be portable if they are to

fulfill the broad remedial purpose of the [uninsured

motorist] statute.’’ Id., 821 n.8; see also Kalams v. Giacchetto, 268 Conn. 244, 260–61 n.11, 842 A.2d 1100 (2004)

(declining to read legislature’s prompt, subsequent

amendment of General Statutes [Rev. to 1999] §§ 51-

241 and 51-243, which added presumption of unity of

interest for purposes of determining each party’s number of peremptory challenges, and imposed proportional limits on number of peremptory challenges party

may be allowed; Public Acts 2001, No. 01-152, §§ 1, 2; as

evidence of legislative intent to pass contrary legislation

overruling Marshall v. Hartford Hospital, 65 Conn.App.

738, 783 A.2d 1085, cert. denied, 258 Conn. 938, 786

A.2d 425 [2001], where Appellate Court applied General

Statutes [Rev. to 1999] §§ 51-241 and 51-243 to conclude

that defendants who lacked unity of interest were entitled to four peremptory challenges each). These decisions illustrate that we draw an inference that the

legislature has intended to overrule one of our interpretive decisions only when necessary, and only to the

extent necessary.

It makes sense in light of our role to apply this presumption—that in the absence of clear and unequivocal

evidence of legislative intent to overrule one of our

prior interpretive decisions, that decision continues to

control the meaning of the relevant statutory provision.

It is our province to say what the law means. Marbury

v. Madison, 5 U.S. (1 Cranch) 137, 177, 2 L. Ed. 60

(1803) (‘‘[i]t is emphatically the province and duty of

the judicial department to say what the law is’’). Once

this court has spoken on the meaning of a statute, the

presumption is that if the legislature disagrees with our

interpretation, it will express its intent clearly and

unequivocally.

In the present case, the legislative record does not

provide clear evidence that the legislature intended to

overrule Rhodes when it amended § 21-44 in 1997. I

begin with the two most obvious reasons for my conclusion: the amendment happened eleven years after

Rhodes was decided, and there is no mention whatsoever of Rhodes in the legislative record. The eleven

year gap between the release of this court’s decision
in Rhodes and the enactment of P.A. 97-164 is a long

time. As I have noted previously in this dissent, this

court presumes that the legislature is aware of our

interpretation of a statute. Blonski v. Metropolitan District Commission, supra, 309 Conn. 304. Therefore, in

inferring legislative intent on the basis of the legislature’s response, or lack thereof, to our interpretation

of a statute, we have placed great emphasis on the

passage of time between the release of a decision of

this court and any relevant legislative action orinaction.

For example, we have relied on the prompt, subsequent

passage of contrary legislation as evidence that a legislative amendment to a statute was passed directly in

response to one of our decisions. See, e.g., Federal

Deposit Ins. Corp. v. Hillcrest Associates, 233 Conn.

153, 167–68 n.7, 659 A.2d 138 (1995) (observing, with

respect to enactment of responsive legislation one year

following decision of this court, that ‘‘[a]lthough there

is no printed legislative history available for [the] statutory amendment, its passage so promptly after the decision in Dime Savings Bank v. Pomeranz, [123 Conn.

581, 196 A. 634 (1938)], compels the inference that it

was enacted in response to that decision’’). By contrast,

one of the indicators of legislative acquiescence to our

interpretation of a statute is the passage of ‘‘an appropriate interval [of time] to permit legislative reconsideration . . . without corrective legislative action . . . .’’

Hummel v. Marten Transport, Ltd., supra, 282 Conn.

494–95. Although we have never identified a particular

length of time that we will consider sufficient to constitute an ‘‘appropriate interval’’ to provide support for an

inference of legislative acquiescence, we have relied

on intervals significantly shorter than eleven years to

support that inference. See, e.g., Commission on

Human Rights & Opportunities v. Sullivan, 285 Conn.

208, 221, 939 A.2d 541 (2008) (eight years); Rivera v.

Commissioner of Correction, 254 Conn. 214, 252, 756

A.2d 1264 (2000) (six years). The passage of eleven

years between Rhodes and the enactment of P.A. 97-

164, accordingly, makes one question whether the legislature was targeting Rhodes when it amended § 21-44

in 1997.

One would expect that, if the legislature did indeed

wait eleven years before overruling Rhodes, it would

have been aware of the need to make its intent even

more clear than in those cases in which it has reacted

quickly to overrule one of our interpretive decisions.

That expectation finds further support in the drastic and

controversial nature of a reversion to the pre-Rhodes

system, which allowed pawnbrokers to select which

laws govern their transactions simply by selecting the

more advantageous label. This is not the kind of change

that would have passed without even so much as a

nod. The legislative record, however, confirms what the

eleven year gap suggests. The legislature did not have

Rhodes in mind at all when it amended General Statutes
(Rev. to 1997) § 21-44 in P.A. 97-164. Neither the substantive changes to the statute northe legislative record

provides anything even approaching clear evidence that

the legislature intended to overrule Rhodes.

The substance of the 1997 amendment to § 21-44,

for instance, at best yields equivocal evidence of the

legislature’s intent. The defendants point to the fact

that in 1997, P.A. 97-164 deleted from § 21-44 the key

statutory term on which this court in Rhodes relied

to conclude that the statute extended to repurchase

transactions—the term ‘‘indirectly.’’ In Rhodes, we

interpreted ‘‘indirectly’’ to refer to ‘‘indirect interest,’’

a term that we read to encompass the ‘‘fee’’ charged in

repurchase transactions. Rhodes v. Hartford, supra, 201

Conn. 96. I disagree with the majority that the fact that

the legislature deleted the entire phrase, rather than

deleting only the term ‘‘indirectly,’’ is insignificant. The

deletion of the term ‘‘directly,’’ prevents the change

from constituting clear and unequivocal evidence of

legislative intent to overrule Rhodes and makes it possible to construe the amendment in a manner consistent

with Rhodes, in which we relied only on the inclusion

of the term ‘‘indirectly’’ in General Statutes (Rev. to

1985) § 21-44 to conclude that the statute governed

repurchase transactions. In order to legislatively overrule Rhodes, therefore, the legislature needed only to

delete the term ‘‘indirectly’’ and leave the term

‘‘directly’’ in place. With that amendment, § 21-44 would

have provided that ‘‘[n]o pawnbroker . . . shall take

or receive, directly, for the use of money loaned on

personal property, any more than the following rates

. . . .’’ Such a change would have removed all doubt

regarding the legislature’s alleged intent to exclude

repurchase transactions from the purview of § 21-44.

The omission of both terms, by contrast, arguably leaves

the original meaning of the statutory language intact,

because under the current revision, § 21-44 applies to

rates received, without any limitation as to the manner

in which the rate is received, for the use of money

loaned on personal property.5

The purpose of P.A. 97-164 further undercuts the

majority’s conclusion. The Public Act was focused on

increasing the record keeping requirements on pawnbrokers to aid law enforcement in the ‘‘control of [the]

flow of stolen goods.’’ Conn. Joint Standing Committee

Hearings, Judiciary, Pt. 4, 1997 Sess., p. 1233, testimony

of John M. Bailey, Chief State’s Attorney. The applicable

rate restrictions governing pawnbroking transactions

were not even remotely part of that agenda. The complete lack of legislative focus on pawnbroking interest

rates is further supported by the absence of any testimony offered to the Judiciary Committee or any

remarks made on the Senate and House floors that

indicated, either expressly or impliedly, that the legislature intended to make any change in the rate restrictions

governing pawnbroking transactions, and the lack of
any reference whatsoever in the legislative record to

the Rhodes decision. The absence of any remarks

addressing rate restriction changes to § 21-44 reinforces

the conclusion that the legislature’s intent in enacting

P.A. 97-164 in 1997 focused on the sole purpose of the

act, to aid law enforcement in the control of the flow

of stolen goods, and that this court’s holding in Rhodes

was simply not its concern. In summary, the majority’s

position, that the legislature intended to overrule

Rhodes by deleting the word ‘‘indirectly’’ from General

Statutes (Rev. to 1997) § 21-44, would require the

assumption that, eleven years after our decision in

Rhodes, the legislature intended to effect a major

change in the law, despite the lack of any acknowledgment of its intent to do so, in a public act that was not

focused on regulating interest rates. It is unreasonable

to presume that the legislature would effect such a

major change in the law in such a circumspect and

stealthy manner.

The majority relies on changes made by P.A. 97-164

to three of the pawnbroking statutes to argue that the

legislative intent is clear. General Statutes (Rev. to 1997)

§§ 21-41 and 21-42 were amended to incorporate references to repurchase transactions; P.A. 97-164, §§ 3, 4;

and General Statutes (Rev. to 1997) § 21-47 was

amended to add a reference to outright purchase transactions; P.A. 97-164, § 7;transactions which the majority

inexplicably characterize as repurchase transactions. I

discount the majority’s mistaken reliance on the 1997

change to § 21-47 as irrelevant and do not address it.6

I disagree that the changes to §§ 21-41 and 21-42 in the

1997 amendment rise to the level of clarity that we

consistently have required to infer legislative intent to

overrule one of our decisions. Significantly, the reference to repurchase transactions in General Statutes

(Rev. to 2011) § 21-41 (a) was subsequently deleted by

No. 11-100, § 4, of the 2011 Public Acts (P.A. 11-100).

Applying the majority’s reasoning, we should conclude

that the deletion of the reference to repurchase transactions from § 21-41 (a) means that the legislature signified an intent that § 21-41, which sets forth record

keeping and proof of identity requirements and provides

protection for minors, does not apply so long as a pawnbroker labels the transaction a repurchase transaction.

The majority also relies on a single relevant change

in P.A. 11-100, which added a reference to repurchase

transactions to General Statutes § 21-45. What the

majority overlooks is that although § 21-45 now mentions repurchase transactions, the language of the statute conflates repurchase transactions and pawnbroking

loans in a manner that supports the conclusion that the

legislature intended to subject the transactions to the

same rules. The full text of § 21-45 provides: ‘‘No pawnbroker shall sell or dispose of any personal property left

with such pawnbroker in deposit or pledge for money

loaned or as a result of the purchase of such property on
condition of selling the same back again at a stipulated

price in less than sixty days from the date when the

same is left in deposit or pledge or purchased on condition of selling the same back again at a stipulated

price, except when such sale or disposition is to the

person who deposited, pledged or sold such property

or an authorized agent of such person. All such property

may be sold or disposed of at the place of business of

such pawnbroker or at public sale after such sixty-day

period. Upon the expiration of sixty days from the date

when such property is left with a pawnbroker, if the

person who deposited or pledged such property fails

to redeem any such property in accordance with the

terms of the transaction, such right of redemption or

repurchase on the part of the person who deposited or

pledged such property shall be extinguished and the

pawnbroker shall acquire the entire interest in the property that was held by the person who deposited or

pledged such property prior to such deposit or pledge

without further notice to such person.’’ (Emphasis

added.)

The first sentence of § 21-45, which imposes a sixty

day waiting period before a pawnbroker may sell or

dispose of personal property left with the pawnbroker,

specifies two means by which property may be ‘‘left

with such pawnbroker’’: (1) in deposit or pledge for

money loaned; or (2) as a result of the purchase of such

property on condition of selling the same back again

at a stipulated price. In the first sentence of § 21-45,

depositing and pledging personal property are treated

as part of a pawnbroking loan transaction, and purchasing personal property on condition of selling the same

back again at a stipulated price is treated as part of a

repurchase transaction. The final sentence of § 21-45,

however, makes no mention of property that the pawnbroker has acquired by means of a purchase, and

expressly applies only to property that has been ‘‘deposited or pledged.’’ One would expect, therefore, that the

final sentence of § 21-45 would apply only to pawnbroking loans, because items of property that are the subject of repurchase transactions are not ‘‘deposited or

pledged’’ but are ‘‘purchased on condition of selling

the same back again at a stipulated price.’’ The final

sentence of § 21-45, however, provides that after the

sixty day waiting period, the ‘‘right of redemption or

repurchase’’ is extinguished. (Emphasis added.) This

conflation of the two types of transactions—in the statute that the court in Rhodes specifically read together

with § 21-44—provides strong support for my reading of

the pawnbroking statutes, namely, that the legislature’s

intent in the pawnbroking statutes, consistent with this

court’s decision in Rhodes, is to treat repurchase transactions and pawnbroking loans as interchangeable.7

If the legislature had intended to overrule Rhodes,

it could have made its intent clear by amending the

pawnbroking statutes to reject the fundamental princi-
ple articulated in Rhodes, that pawnbroking loans and

repurchase transactions should be treated as interchangeable.8 That is, the legislature could have defined

‘‘repurchase transactions’’ and ‘‘pawnbroking loans’’ as

separate and distinct transactions. When the legislature

enacted P.A. 11-100, however, which added a new definitional section, General Statutes § 21-39a, to the pawnbroking statutory scheme, it did not add definitions for

pawnbroking loans orrepurchase transactions. Instead,

P.A. 11-100, § 1, added a definition of pawnbroker as

‘‘a person who is engaged in the business of loaning

money on the deposit or pledge of wearing apparel,

jewelry, ornaments, household goods or other personal

property or purchasing such property on condition of

selling the same back again at a stipulated price . . . .’’

General Statutes § 21-39a (1). The business of pawnbroking, therefore, is defined to include both types of

transactions: conventional pawnbroking loans and

repurchase transactions.9

This broad definition supports a commonsense interpretation of the statutory scheme, which is that it governs pawnbrokers regardless of which label they

append to their transactions. We recognized this in

Rhodes, when we offered this very practical insight into

our statutory construction of General Statutes (Rev. to

1985) § 21-44: ‘‘It would have been unreasonable for the

legislature to have required pawnbrokers who conduct

repurchase transactions to be licensed, without also

requiring their compliance with [the] other pawnbroking statutes.’’ Rhodes v. Hartford, supra, 201 Conn.

103. The court in Rhodes abided by a basic tenet of

statutory construction, that we do not abandon common sense when we undertake the task of interpreting

a statute. ‘‘[W]e will not undertake an examination of

[a statutory provision] with blinders on regarding what

the legislature intended [it] to mean. . . . In interpreting a statute, common sense must be used . . . . The

law favors rational and sensible statutory construction.

. . . The unreasonableness of the result obtained by the

acceptance of one possible alternative interpretation of

an act is a reason for rejecting that interpretation in

favor of another which would provide a result that is

reasonable. . . . When two constructions are possible,

courts will adopt the one which makes the [statute]

effective and workable, and not one which leads to

difficult and possibly bizarre results. . . . We have long

followed the guideline that [t]he intent of the lawmakers

is the soul of the statute, and the search for this intent

we have held to be the guiding star of the court. It must

prevail over the literal sense and the precise letter of

the language of the statute. . . . When one construction leads to public mischief which another construction will avoid, the latter is to be favored unless the

terms of the statute absolutely forbid [it].’’ (Internal

quotation marks omitted.) Connelly v. Commissioner

of Correction, 258 Conn. 394, 407, 780 A.2d 903 (2001).
Common sense dictates that the pawnbroking statutes govern pawnbroking transactions; Rhodes dictates

that they do and the legislative record does not provide

clear and unequivocal evidence that the legislature ever

has disagreed with that proposition. I therefore disagree

with part I of the majority opinion.

II

THE USURY STATUTE DOES NOT GOVERN

PAWNBROKERS

In order to conclude that § 37-4, the general usury

statute, applies to pawnbrokers, the majority not only

must ignore the statute’s express statement to the contrary, it must also inferthat in 1997, when the legislature

amended the pawnbroking statutes in an amendment

that focused on stemming the flow of stolen goods; P.A.

97-164; it simultaneously, without a single stroke of

the pen, or even an oblique reference anywhere in the

legislative record, amended the general usury statute,

which is in a completely different statutory scheme, to

exclude pawnbrokers only when they are engaged in

certain transactions.

The third question certified by the District Court, to

be addressed only if we answered the first two questions

in the negative, requires us to determine whether

repurchase transactions constitute loans subject to the

interest rate limits imposed by § 37-4. ‘‘No person and

no firm or corporation or agent thereof, other than

a pawnbroker as provided in section 21-44, shall, as

guarantor or otherwise, directly or indirectly, loan

money to any person and, directly or indirectly, charge,

demand, accept or make any agreement to receive

therefore interest at a rate greater than twelve per cent

per annum.’’ General Statutes § 37-4. The majority

seizes on the phrase ‘‘as provided in section 21-44’’

in § 37-4 to claim that, when the legislature amended

General Statutes (Rev. to 1997) § 21-44 in P.A. 97-164

to exclude repurchase transactions, it simultaneously

changed the meaning of ‘‘a pawnbroker as provided in

section 21-44’’ to apply only to pawnbrokers engaged

in pawnbroking loans. The ceiling on interest rates is

lower in § 37-4 than the maximum allowable rate in

§ 21-44. When the majority’s analysis of the supposed

evolution of §§ 21-44 and 37-4 is viewed as a whole, it is

claiming that in 1997, the legislature decided to overrule

Rhodes, with the purpose of decreasing the maximum

amount that pawnbrokers may charge in repurchase

transactions, and that it accomplished this purpose by

bringing repurchase transactions within the scope of

§ 37-4. The arbitrariness of this supposed switch cannot

be understated. The majority provides no explanation

as to why the legislature would draw a distinction

between repurchase transactions and pawnbroking

loans, why the legislature would do so without any

evidence in the record that a single person or entity
ever sought such a change, or why the legislature would

accomplish this bizarre change without any acknowledgment of its intent. In addition to all of these more

global problems, the majority’s conclusion is not reconcilable with the meaning of the phrase ‘‘a pawnbroker

as provided in section 21-44’’ when it is understood in

the context of the statutory scheme as a whole, and

the evolution of § 37-4 in particular.

The majority’s error is apparent when one consults

the plain language of § 37-4, which does not exclude a

particular class or classes of transactions from its rate

limits, but instead excludes a particular class of persons—pawnbrokers. The majority then compounds that

error by misconstruing the nature of the analytical problem presented by the statutory language. Instead of

seeking to explain why the phrase ‘‘other than a pawnbroker as provided in section 21-44’’ in § 37-4 should

be understood to exclude particular transactions rather

than a class of persons, the majority appears to believe

that the question of statutory construction is much easier—it seems to think that if it can demonstrate that

§ 37-4 is intended to apply to loans that involve the

‘‘indirect’’ charging of interest, then it has demonstrated

that the legislature intended to subject repurchase

transactions to § 37-4. After setting forth the statutory

text of § 37-4, the majority, rather than examining that

text and then reviewing the language ofrelated statutes,

proceeds directly to case law setting forth the well

established principle that usury statutes apply to usurious loans regardless of the name by which the lender

designates the loan. I am in complete agreement with

that uncontroversial proposition, which could have

been supported simply by referring to the plain language

of § 37-4, which provides that, for the persons and entities that are subject to it, the rate limit applies to direct

and indirect loans, and to rates that constitute the direct

and indirect charging of interest. The majority then

changes the inquiry, focusing on the meaning of the

phrase ‘‘directly or indirectly,’’ in § 37-4, a phrase that

this court already has interpreted in Rhodes,rather than

the meaning of the phrase ‘‘other than a pawnbroker

as provided in section 21-44.’’ By doing so, the majority

misconstrues the nature of the question of statutory

construction presented in this certified question, and,

as I explain herein, for the second time in this appeal,

fails to give proper effect to one of this court’s prior

interpretations of a statute.

The scope of § 37-4 is defined by the classes of individuals to which the statute applies, namely, persons,

firms and corporations or agents thereof—and one class

of individuals to which it does not apply, pawnbrokers,

who are governed by § 21-44.In other words, § 37-4 does

not exclude particular transactions from its purview; it

excludes an entire category of lenders from its application. That does not mean that there are no particular

transactions excluded from the rate limit in § 37-4. To
identify those transactions, I turn to the extensive list

set forth in General Statutes § 37-9.10 Section 37-9 identifies seven different categories of transactions, most of

which also contain several subcategories, to which § 37-

4 does not apply. Reading the two statutes together

clarifies that § 37-4 identifies the classes of individuals

that are subject to its rate limits, while § 37-9 identifies,

for those classes that are subject to § 37-4, which transactions are nonetheless exempt from the rate limit.

Significantly, a pawnbroking loan is not listed in § 37-

9 as one of the transactions that is excluded from the

limit set forth in § 37-4, reinforcing the conclusion that

pawnbrokers as an entire class are excluded from § 37-

4. The extensiveness of the list of excluded transactions

set forth in § 37-9 is significant in light of the principle

of statutory construction that ‘‘[u]nless there is evidence to the contrary, statutory itemization indicates

that the legislature intended the list to be exclusive.’’

(Internal quotation marks omitted.) Bridgeport Hospital v. Commission on Human Rights & Opportunities,

232 Conn. 91, 101, 653 A.2d 782 (1995).

The legislative history of the exception in § 37-4 demonstrates that, rather than functioning as a limit on the

class of persons to which the exception applies, namely,

pawnbrokers, the phrase, ‘‘as provided in section 21-

44’’ provides a cross-reference to the applicable rate

limit for pawnbrokers. The cross-reference initially

appeared when the usury statute was originally enacted

in 1907. Public Acts 1907, c. 238. At that time, the pawnbroking statutory scheme had not yet been delineated

into separate statutes; see Public Acts 1905, c. 235; so

the usury statute cross-referenced the entire chapter

of the Public Act that set forth the laws governing the

business of pawnbroking, excluding pawnbrokers from

the application of the usury statute. As soon as the

pawnbroking statutory scheme was set forth in separate

statutory sections in 1918, however, the cross-reference

to the pawnbroking statutes in the usury statute’s exclusion of pawnbrokers was made more specific, expressly

referencing the statutory provision that set forth the

rate limits governing pawnbrokers. See General Statutes (1918 Rev.) § 4798 (‘‘[n]o person and no firm or

corporation or agent thereof, other than a pawnbroker

as provided in section 3011, shall, as guarantor or otherwise, directly or indirectly, loan money to any person

and, directly or indirectly, charge, demand, accept or

make any agreement to receive, therefor, interest at a

rate greater than twelve per centum per annum’’); General Statutes (1918 Rev.) § 3011 (‘‘[p]awnbrokers and

loan brokers, and all persons who loan money on the

pledge of personal property, are prohibited from taking

or receiving directly or indirectly, for the use of money

loaned on personal property, any more than the following rates’’). The most reasonable interpretation of the

change in cross-reference is that the legislature took

the opportunity to make the cross-reference to the
pawnbroking statutes more precise when the different

pawnbroking provisions were designated by distinct

statutory sections. The most logical choice for a more

precise cross-reference, since the usury statute provided that the rate limits set forth therein did not apply

to pawnbrokers, was to reference the rate-limiting statute that did apply to pawnbrokers. That is exactly what

the legislature did in 1918. The same cross-reference is

in the statutory text today, and refers to § 21-44 for the

rate limits governing pawnbrokers.

Our case law confirms that § 37-4 delineates pawnbrokers as a class of individuals not subject to its rate

limit. Specifically, we already have construed the predecessor to § 37-4 to exclude pawnbrokers as a class from

the rate limits set forth therein. In State v. Hurlburt,

82 Conn. 232, 233, 72 A. 1079 (1909), the defendants

appealed from the judgment of conviction for violating

the predecessor to § 37-4 (then chapter 238 of the 1907

Public Acts)11 on the basis that the statute violated their

right to equal protection under both the state and federal constitutions, by restricting the interest rates that

some classes of persons could charge, while exempting

other classes of persons from the rate limits. This court

rejected the claim, concluding that there were reasonable bases for the distinctions drawn by the legislature,

but the court did not reject the premise on which the

claim rested, that the general usury statute excluded

pawnbrokers as an entire class from its effect. Instead,

this court endorsed that interpretation of the statute.

Specifically, as to the exclusion of pawnbrokers as a

class from the interest rate limits of the general usury

statute, this court stated: ‘‘There was . . . reasonable

cause for the exception as to pawnbrokers. Their business can only be carried on by those found by public

authority to be suitable persons to engage in it, and its

character is such as to make it not improper to allow

a charge of interest beyond the limit of [15 percent] a

year. Public Acts [1905, c. 235, p. 438].’’ State v. Hurlburt, supra, 234. Hurlburt makes clear that the predecessorto § 37-4 distinguishes among classes of individuals, and that the exclusion in the predecessor to § 37-

4 applies to pawnbrokers as a class, not to one type

of transaction in which pawnbrokers might enter. The

court in Hurlburt grounded its holding on the principle

that there was a reasonable basis for allowing pawnbrokers, as a class, to charge a higher rate than other

lenders—in the present case, the rate that is set forth

in § 21-44. If the legislature disagreed with this court’s

interpretation of the predecessor to § 37-4 in Hurlburt,

it could have amended the usury statute to clarify its

intent, as surmised by the majority, that the exclusion

in the usury statute functions as one with an elastic

scope, expanding and contracting in harmony with § 21-

44. Instead, by remaining silent, the legislature acquiesced to our reading of the exclusion as one intended

to identify a class of individuals excepted from the
limits set forth in § 37-4.

My construction of §§ 21-44 and 37-4, which results

in the same interest rate limits applying to both pawnbroking loans and repurchase transactions, is also consistent with a basic principle of usury law, namely, that

it is the nature of the transaction,ratherthan the parties’

designation, that controls the governing rules. See 53A

Am. Jur. 2d 796, Moneylenders and Pawnbrokers § 2

(2006); see also Kjar v. Brimley, 27 Utah 2d 411, 416,

497 P.2d 23 (1972) (‘‘casting a loan transaction in the

form of a sale with an option to repurchase will not

insulate the transaction from usury laws’’). The majority’s statutory construction, by contrast, violates that

basic principle by effectively allowing pawnbrokers to

determine which rules govern their transactions by

selecting the designation that yields the most favorable

rate limits. That is, under the majority’s construction

of §§ 21-44 and 37-4, pawnbrokers who wish to charge

the higher interest rates allowed under § 21-44 may

simply label the transaction a pawnbroking loan.

In summary, I find the majority’s interpretation of

§ 37-4—that the phrase ‘‘other than a pawnbroker as

provided in section 21-44’’ refers only to pawnbroking

loans—unpersuasive. That interpretation must take as

its starting point that the phrase ‘‘as provided in section

21-44’’ was intended to limit the scope of the exception

in § 37-4, rather than function as a practical cross-reference to the applicable rate limit for pawnbrokers. As I

have explained, that assumption is not supported by

the plain language of the statute, particularly when it is

read together with § 37-9. The majority’s interpretation

further ignores our prior interpretation of the statute,

to which the legislature has acquiesced. State v. Moulton, 310 Conn. 337, 361 n.22, 78 A.3d 55 (2013)(acknowledging that ‘‘under the doctrine of legislative

acquiescence, legislative cognizance of the courts’ prior

interpretation of [a statute is] presumed, and the failure

of the legislature to enact corrective legislation constitute[s] evidence of its agreement with that interpretation’’). The more reasonable reading of § 37-4 is that

it excludes pawnbrokers as a class of persons, who

continue to be governed by § 21-44, regardless of which

name they append to their transactions, as this court

held in Rhodes.

Accordingly, I dissent.

1 The three questions certified by the District Court are as follows: ‘‘1.

Does [General Statutes] § 21-44 restrict ‘rates of interest’ chargeable by a

pawnbroker, or does it more generally restrict the ‘rates’ chargeable for the

use of money obtained from a pawnbroker in connection with a

repurchase transaction?

‘‘2. Did the Connecticut legislature, in its 1997 amendment to . . . § 21-

44, exempt repurchase transactions and the attendant fees charged from

the limits on rates received by pawnbrokers?

‘‘3. If so, are repurchase transactions, as described by the court in Rhodes

v. [Hartford, 201 Conn. 89, 513 A.2d 124] (1986), considered loans subject

to the interest rate limits imposed by [General Statutes] § 37-4?’’

2 General Statutes § 21-44 provides: ‘‘No pawnbroker or person who loans

money on the deposit or pledge of personal property shall take or receive,
for the use of money loaned on personal property, any more than the

following rates: For the use of money amounting to fifteen dollars or less,

five per cent per month or fraction thereof; for the use of money exceeding

fifteen dollars in amount and not exceeding fifty dollars in amount, three

per cent per month or fraction thereof; for the use of money exceeding fifty

dollars in amount, two per cent per month or fraction thereof.’’

3 General Statutes § 37-4 provides: ‘‘No person and no firm or corporation

or agent thereof, other than a pawnbroker as provided in section 21-44,

shall, as guarantor or otherwise, directly or indirectly, loan money to any

person and, directly or indirectly, charge, demand, accept or make any

agreement to receive therefor interest at a rate greater than twelve per cent

per annum.’’

4 We read General Statutes (Rev. to 1985) § 21-44 together with General

Statutes (Rev. to 1985) § 21-45. General Statutes (Rev. to 1985) § 21-45

provides: ‘‘No such lender shall sell or dispose of any personal property left

with him in pledge for money loaned in less than six months from the day

when the same is left in pledge as aforesaid. All such property shall be sold

or disposed of, at public or private sale, only after advertisement in a daily

newspaper published in the town in which such lender carries on business,

at least once two days before the date of the sale or sales, which advertisement shall state the numbers of the pledge tickets representing the property

offered for sale, and the date or dates when such tickets were issued.’’

5

It is possible that the legislature believed that, in light of the conclusion

in Rhodes that General Statutes (Rev. to 1985) § 21-44 applies to repurchase

transactions, the phrase ‘‘directly or indirectly’’ was no longer necessary. It

is also entirely possible that the legislature viewed the change as a clarifying

technical change. See, e.g., Historic District Commission v. Hall, 282 Conn.

672, 679 n.7, 923 A.2d 726 (2007)(noting legislative history discussing amendment that ‘‘would clarify and make a broad range of substantive and technical

changes in the law governing the formation and operation of historic districts

created by municipalities’’ [internal quotation marks omitted]). The truth is

that the legislative record does not resolve the ambiguity. It is unnecessary,

however, to determine definitively what the legislature did intend, because

the only question presented is whetherit is clear that the legislature intended

to overrule Rhodes by amending § 21-44 in 1997. The absence of clear evidence of that intentrequires us to construe the change in a manner consistent

with Rhodes. The existence of reasonable alternative readings of the amendment is sufficient.

6 The majority overlooks the fact that the pawnbroking statutes recognize

that pawnbrokers engage in outright sales. That is, in addition to referring

to purchasing property on condition of selling the same back again at a

stipulated price, the pawnbroking statutes also refer to outright purchase

transactions, which of course are the transactions most likely to be connected to the flow of stolen goods.

7 The majority’s explanation for the conflation of the two terms is unconvincing. The opinion surmises that it is the result of a ‘‘drafting error.’’ See

footnote 13 of the majority opinion.

8 The majority inverts the proper presumption that applies when inferring

legislative intent to overrule one of our interpretive decisions. Specifically,

the majority relies on the fact that the legislature has not amended § 21-44

to referto repurchase transactions as support forits claim that the legislature

has therefore failed to make its intent not to overrule Rhodes clear.

9 The mere fact that the definition of pawnbroker in § 21-39a (1) incorporates the transaction names used by pawnbrokers does not, as claimed by

the majority, constitute a clear rejection of this court’s recognition in Rhodes

that the transactions are different in name only; Rhodes v. Hartford, supra,

201 Conn. 96; a principle on which the majority relies in its analysis of § 37-

4. Rather, the inclusion of both terms in the definition of the practice of

pawnbroking is consistent with the evolution of the pawnbroking statutes as

making more clear over time that repurchase transactions and pawnbroking

loans are covered equally by the pawnbroking statutes.

10 General Statutes § 37-9 provides: ‘‘The provisions of sections 37-4, 37-

5 and 37-6 shall not affect: (1) Any loan made prior to September 12, 1911;

(2) any loan made by (A) any bank, as defined in section 36a-2, or any outof-state bank, as defined in section 36a-2, that maintains in this state a

branch, as defined in section 36a-410, (B) any wholly-owned subsidiary of

such bank or out-of-state bank, except a loan for consumer purposes, or

(C) any Connecticut credit union, as defined in section 36a-2, or federal

credit union, as defined in section 36a-2; (3) any bona fide mortgage of real

property for a sum in excess of five thousand dollars; (4) (A) any loan,

carrying an annual interest rate of not more than the deposit index deter-
mined pursuant to subsection (c) of section 49-2a for the calendar year in

which the loan is made plus seventeen per cent, made to a foreign or

domestic corporation, statutory trust, limited liability company, general,

limited or limited liability partnership or association organized for a profit

or any individual, provided such corporation, trust, company, partnership,

association or individual is engaged primarily in commercial, manufacturing,

industrial or nonconsumer pursuits and provided further that the funds

received by such corporation, trust, company, partnership, association or

individual are utilized in such entity’s business or investment activities and

are not utilized for consumer purposes and provided further that the original

indebtedness to be repaid is in excess of ten thousand dollars but less than

or equal to two hundred fifty thousand dollars, or, in the case of one or

more advances of money of less than ten thousand dollars made pursuant

to a revolving loan agreement or similar agreement or a loan agreement

providing for the making of advances to the borrower from time to time

up to an aggregate maximum amount, the total principal amount of all loans

owing by the borrower to the lender at the time of any such advance is in

excess of ten thousand dollars but less than or equal to two hundred fifty

thousand dollars, or (B) any loan made to a foreign or domestic corporation,

statutory trust, limited liability company, general, limited or limited liability

partnership or association organized for a profit or any individual, provided

such corporation, trust, company, partnership, association or individual is

engaged primarily in commercial, manufacturing, industrial or nonconsumer

pursuits and provided further that the funds received by such corporation,

trust, company, partnership, association or individual are utilized in such

entity’s business or investment activities and are not utilized for consumer

purposes and provided further that the original indebtedness to be repaid

is in excess of two hundred fifty thousand dollars, or, in the case of one or

more advances of money of less than two hundred fifty thousand dollars

made pursuant to a revolving loan agreement or similar agreement or a loan

agreement providing for the making of advances to the borrower from time

to time up to an aggregate maximum amount, the total principal amount of

all loans owing by the borrower to the lender at the time of any such advance

is in excess of two hundred fifty thousand dollars; (5) any obligations,

including bonds, notes or other obligations, issued by (A) the state, (B) any

municipality, including any city, town, borough, district, whether consolidated or not, or other public body corporate, or(C) any authority, instrumentality, public agency or other political subdivision of the state or of a

municipality; (6) any loan made by (A) the state, (B) any municipality,

including any city, town, borough, district, whether consolidated or not, or

other public body corporate, or (C) any authority, instrumentality, public

agency or other political subdivision of the state or of a municipality; (7)

any loan made for the purpose of financing the purchase of a motor vehicle,

a recreational vehicle or a boat, carrying an interest rate of not more than

(A) eighteen per cent per annum on loans made on or after July 1, 1981,

and prior to October 1, 1985, and (B) on loans made on or after October

1, 1985, and prior to October 1, 1993, (i) sixteen per cent per annum for

new motor vehicles, recreational vehicles or boats, and (ii) eighteen per

cent per annum for used motor vehicles, recreational vehicles or boats,

payable in four or more monthly, quarterly or yearly installments which is

unsecured or in which a security interest is taken in such property; (8) any

loan by an institution of higher education made to an individual for the

purpose of enabling attendance at such institution and carrying an interest

rate of not more than the greater of (A) the maximum rate then permitted

by section 37-4, or (B) a rate which is not more than five per cent in excess

of the discount rate, including any surcharge, on ninety-day commercial

paper in effect from time to time at the federal reserve bank in the federal

reserve district where such institution is located; (9) any loan made to a

plan participant or beneficiary from an employee pension benefit plan as

defined in the Employee Retirement Income Security Act of 1974, Public

Law 93-406, as from time to time amended. The provisions of part III of

chapter 668 shall not apply to loans made pursuant to subdivision (7) of

this section. No provision of this section shall prevent any such bank, outof-state bank, Connecticut credit union or federal credit union or other

lender from recovering by an action at law the amount of the principal and

the interest stipulated or interest at the legal rate, if interest is not stipulated,

in any negotiable instrument which it has acquired for value and in good

faith without notice of illegality in the consideration. For the purpose of

this section: ‘Interest’ shall not be construed to include attorney’s fees,

including preparation of mortgage deed and note, security agreements, title

search, waivers and closing fees, survey charges or recording fees paid by

the mortgagor or borrower; ‘consumer purposes’ shall mean the utilization

of funds for personal, family or household purchases, acquisitions or uses.’’

11 Chapter 238, § 1, of the 1907 Public Acts provides: ‘‘No person, firm, or
corporation, or any agent thereof, other than a national bank or a bank or

trust company duly incorporated underthe laws of this state or a pawnbroker

as provided in chapter 235 of the public acts of 1905, shall directly or

indirectly loan money to any person and directly or indirectly charge,

demand, accept, or make an agreement to receive therefor, interest at a

greater rate than fifteen per centum per annum. The provisions of this

section shall not apply to loans made to any national bank or any bank or

trust company duly incorporated under the laws of this state, or to any

bona fide mortgage of real or personal property.’’