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WILLIAM C. STYSLINGER III v. BREWSTER

PARK, LLC, ET AL.

(SC 19489)

Rogers, C. J., and Palmer, Zarella, McDonald, Espinosa, Robinson and

Vertefeuille, Js.

Argued December 15, 2015—officially released May 17, 2016

Joel Z. Green, with whom, on the brief, was Linda
Pesce Laske, for the appellant (plaintiff).

Andrew M. McPherson, with whom, on the brief, was

William J. Kupinse, Jr., for the appellees (defendants).
Opinion

VERTEFEUILLE, J.In this appeal, we must determine

whether the assignee of a membership interest in a

Connecticut limited liability company (LLC) has standing to seek a court order forcing the winding up of the

affairs of an LLC in the absence of the LLC’s dissolution.

We conclude that the assignee does not have standing

to do so.

The named defendant, Brewster Park, LLC (Brewster

Park), is an LLC with a business address in Fairfield

that owns, maintains, and leases residential housing

units in Bridgeport and Trumbull. It has two members:

the defendant Michael Weinshel1 and Joyce Styslinger,

a nonparty to this action who is the former spouse of the

plaintiff, William C. Styslinger III. As part of a marriage

dissolution settlement agreement, Joyce Styslinger

assigned her membership interest in Brewster Park to

the plaintiff. The parties agree that, under General Statutes §§ 34-170 and 34-172, the plaintiff, as assignee, has

the right to receive distributions resulting from Joyce

Styslinger’s membership interest in Brewster Park,

while Joyce Styslinger remains a member of Brewster

Park unless and until the plaintiff is admitted to membership by Weinshel, the other member of Brewster

Park. See General Statutes §§ 34-172 and 34-179. The

plaintiff has requested membership status, but has not

been granted it by Weinshel. Brewster Park also has

not made any distributions to the plaintiff, despite the

plaintiff’s demand.

The plaintiff filed the present action against Brewster

Park and Weinshel claiming, among other things, that

Weinshel has breached his fiduciary duties to Brewster

Park and the plaintiff by refusing to make distributions

to the plaintiff while taking distributions for himself,

and by refusing to allow the plaintiff to inspect Brewster

Park’s books and records. In his complaint, the plaintiff

soughtthe following forms ofrelief:(1) an order dissolving Brewster Park; (2) the appointment of a receiver

to wind up its affairs and distribute its assets; and (3)

‘‘[s]uch other and further relief as in law or equity

may appertain.’’

The defendants moved to dismiss the complaint on

the ground that the plaintiff, as an assignee, lacked

standing to seek orders to dissolve and wind up the

affairs of Brewster Park because only members could

seek this relief under the Connecticut Limited Liability

Company Act (act), General Statutes § 34-100 et seq.

The plaintiff responded that both the act and principles

of equity gave him standing to pursue the dissolution

and the winding up of affairs, even as an assignee, as

a remedy for Weinshel’s wrongful conduct.

The trial court agreed with the defendants that the

plaintiff did not have standing to seek a dissolution or

a winding up of Brewster Park’s affairs. Because the
plaintiff did not request with specificity any other form

of relief besides a dissolution and a winding up of the

affairs, the court rendered judgment dismissing the

complaint.2 The trial court also denied a motion by the

plaintiff to reconsider its ruling. The plaintiff appealed

from the judgment of dismissal to the Appellate Court

and we transferred the appeal to this court pursuant to

General Statutes § 51-199 (c) and Practice Book § 65-1.

On appeal, the plaintiff no longer argues that he has

standing to seek the dissolution of Brewster Park.

Instead, he claims that the act grants him standing to

seek a winding up of Brewster Park’s affairs and distribution of its assets even in the absence of a dissolution.

We disagree, and affirm the trial court’s judgment.

‘‘As a preliminary matter, we set forth the 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 [decision to] grant . . . the

motion to dismiss will be de novo. . . .

‘‘The issue of standing implicates subject matterjurisdiction and is therefore a basis for granting a motion

to dismiss. . . . [I]t is the burden of the party who

seeks the exercise of jurisdiction in his favor . . .

clearly to allege facts demonstrating that he is a proper

party to invoke judicial resolution of the dispute. . . .

‘‘Standing is the legal right to set judicial machinery

in motion. One cannot rightfully invoke the jurisdiction

of the court unless he [or she] has, in an individual or

representative capacity, some real interest in the cause

of action, or a legal or equitable right, title or interest

in the subject matter of the controversy. . . . When

standing is put in issue, the question is whether the

person whose standing is challenged is a proper party

to request an adjudication of the issue . . . .’’ (Citations omitted; internal quotation marks omitted.) Wilcox v. Webster Ins., Inc., 294 Conn. 206, 213–14, 982

A.2d 1053 (2009).

The question of whether the plaintiff, as assignee of

a membership interest in an LLC, has standing to bring

his claims under the act, presents an issue of statutory

construction, also a question of law over which our

review is plenary. Well established principles guide our

interpretation. ‘‘When construing a statute, [o]ur fundamental objective is to ascertain and give effect to the

apparent intent of the legislature. . . . [General Statutes] § 1-2z directs us first to consider the text of the

statute itself and its relationship to other statutes. If,

after examining such text and considering such relationship, the meaning of such text is plain and unambiguous
and does not yield absurd or unworkable results, extratextual evidence of the meaning of the statute shall not

be considered. . . . [W]e are [also] guided by the principle that the legislature is always presumed to have

created a harmonious and consistent body of law . . . .

[T]his tenet of statutory construction . . . requires us

to read statutes together when they relate to the same

subject matter . . . . Accordingly, [i]n determining the

meaning of a statute . . . we look not only at the provision at issue, but also to the broader statutory scheme

to ensure the coherency of our construction.’’ (Internal

quotation marks omitted.) Hartford/Windsor Healthcare Properties, LLCv. Hartford, 298Conn. 191, 197–98,

3 A.3d 56 (2010).

We begin our analysis with the nature of LLCs and

the law that governs them. Our common law does not

recognize LLCs, which were first created by statute in

in Connecticut in 1993. Public Acts 1993, No. 93-267.

An LLC is a distinct type of business entity that allows

its owners to take advantage of the pass-through tax

treatment afforded to partnerships while also providing

them with limited liability protections common to corporations. See, e.g., 51 Am. Jur. 2d 818, Limited Liability

Companies § 1 (2011); see also General Statutes § 34-

133 (setting forth members’ limited liability protections). The act establishes the right to form an LLC and

all of the rights and duties of the LLC, as well as all

of the rights and duties of members and assignees. It

permits the members to supplement these statutory

provisions by adopting an operating agreement to govern the LLC’s affairs. See, e.g., General Statutes § 34-140

(c) (permitting members to adopt operating agreement

governing LLC’s affairs, provided agreement is consistent with act). It is undisputed in the present case,

however, that Brewster Park does not have an operating

agreement to supplement the rights and duties established in the act.

The provisions of the act relating to winding up an

LLC’s affairs inextricably link the winding up process

to a dissolution, and therefore must be read together

with the statutes governing the dissolution of an LLC.

See, e.g., General Statutes §§ 34-206 through 34-209.

Tellingly, the provisions governing a winding up of the

affairs of an LLC are found within the provisions governing the dissolution process. The statutory provisions

with regard to both dissolution and winding up of affairs

are found within the portion of the act entitled ‘‘DISSOLUTION.’’ General Statutes §§ 34-206 through 34-216.

Reading the winding up and dissolution statutes

together, the act creates a clear progression from dissolution to winding up the affairs, demonstrating that a

winding up is not an independent event, but is an integral part of the dissolution process. Once an event of

dissolution occurs, the LLC winds up its affairs, distributes its assets, and then terminates its business operations. See, e.g., Mukon v. Gollnick, 151 Conn. App. 126,
131–32, 92 A.3d 1052 (2014).

The act provides only a single mechanism for triggering a winding up of an LLC’s affairs: an event of

dissolution. Section 34-206 provides in relevant part

that ‘‘[a] limited liability company is dissolved and its

affairs shall be wound up upon the happening’’ of one

of three events: (1) any event of dissolution specified

in the LLC’s articles of organization or operating

agreement; (2) a vote to dissolve by the majority of the

LLC’s members; or (3) the entry of a decree of judicial

dissolution under General Statutes § 34-207. (Emphasis

added.) Under § 34-207, only a member or someone on

the member’s behalf may apply for a decree of dissolution, and a decree may enter only if the court determines

that ‘‘it is not reasonably practicable to carry on the

business in conformity with the articles of organization

or operating agreement.’’3 General Statutes § 34-207.

There are no other mechanisms in the act for triggering

a winding up of the affairs.

Moreover, the provisions of the act governing the

winding up process presuppose thatthe LLC has already

dissolved prior to winding up its affairs. For instance,

General Statutes § 34-208 (a) (1) explains who may

carry out the winding up process and vests this power

in ‘‘the members or mangers who have authority . . .

to manage the limited liability company prior to dissolution . . . .’’ (Emphasis added.) General Statutes § 34-

209 (a) sets out the powers of members and managers

to bind the LLC after dissolution, providing in relevant

part that, ‘‘after dissolution of the limited liability company, each of the members having authority to wind

up the limited liability company’s business and

affairs can bind the limited liability company . . . (1)

[b]y any act appropriate for winding up the limited

liability company’s business and affairs or completing

transactions unfinished at dissolution . . . .’’

(Emphasis added.) In addition, General Statutes § 34-

210, the sole provision among the dissolution sections

of the act that governs the final distribution of the

LLC’s assets, provides in relevant part that, ‘‘[u]pon the

winding up of a limited liability company, the assets

shall be distributed as follows . . . .’’ (Emphasis

added.)

In the present case, none of the events of dissolution

specified in § 34-206 has occurred and the plaintiff

therefore cannottrigger a winding up of Brewster Park’s

affairs. First, the plaintiff has not alleged that Brewster

Park’s articles of organization have triggered a dissolution and it has no operating agreement. Second, the

plaintiff has not alleged that its members voted to dissolve. Third, because the plaintiff is not a member of

Brewster Park, he cannot pursue a judicial dissolution

under § 34-207. Unless and until the plaintiff is admitted

to membership, Joyce Styslinger continues to hold the

sole power to exercise the rights accompanying her
membership interest; see General Statutes §§ 34-170 (a)

(4) and 34-172 (d); and she has not sought a judicial

dissolution of Brewster Park in this action. Because

no event of dissolution has occurred, and the plaintiff

cannot force a judicial dissolution under § 34-207 as an

assignee, we conclude that the act does not grant the

plaintiff standing to seek a winding up of Brewster

Park’s affairs.

The plaintiff argues that his right to force a winding

up of Brewster Park’s affairs is found in § 34-208 (a).

We disagree. That subsection pertains only to who may

carry out the winding up process once it has been triggered by dissolution; it does not provide authority for

an assignee to trigger a winding up in the first place.

Section 34-208 (a) (1) provides in relevant part that, by

default, the winding up may be carried out ‘‘by the

members or managers who have authority . . . to manage the limited liability company prior to dissolution

. . . .’’ Alternatively, ‘‘if one or more of the members

or managers of the limited liability company have

engaged in wrongful conduct, or upon other cause

shown,’’ the statute permits any member or an assignee

to apply to the Superior Court to ask the court to carry

out the winding up process in place of the members

and managers. General Statutes § 34-208 (a) (2). Thus,

under § 34-208 (a), if an LLC has dissolved, but the

members or managers had engaged in wrongful conduct

or for other cause shown, an assignee can apply to the

SuperiorCourtto have the court perform the winding up

process instead of the members or managers. Nothing in

§ 34-208, however, permits an assignee to apply to the

Superior Court to force the commencement of a winding up process absent a dissolution under § 34-206.

Apart from having no support from the text of the

act, the plaintiff’s interpretation of § 34-208 allowing an

assignee to force a winding up of affairs without a

dissolution of the LLC would undermine the statutory

scheme for LLCs, thus leading to absurd results. Under

the act, an assignee is a passive recipient of the economic benefit of a membership interest and is barred

by the act from participating in the management of the

LLC’s business or exercising any right of membership

unless and until the assignee is admitted as a member.

General Statutes § 34-170 (a) (2) through (4). The act

expressly provides that ‘‘an assignment of a limited

liability company membership interest does not dissolve the limited liability company or entitle the

assignee to participate in the management and affairs

ofthe limited liability company orto become or exercise

any rights of a member . . . .’’ General Statutes § 34-

170 (a)(3). Instead, the rights and duties of membership

remain vested in the assignor until the assignee is admitted to membership. General Statutes §§ 34-170 (a) (4)

and 34-172 (d). Recognizing that assignees have no role

to play in managing the LLC’s affairs, the act shields

them from any liabilities that a member might have;
General Statutes § 34-170 (a) (5); including, for example, for capital contributions. See General Statutes § 34-

151 (describing member liability for capital contributions to LLC). Instead, the assignor member continues

to hold the obligations of membership, including for

capital contributions, and continues to owe a duty of

good faith to the LLC. See, e.g., General Statutes §§ 34-

140, 34-141 and 34-151.

The plaintiff’s interpretation of the act is directly

contrary to these limitations on the rights of an assignee,

and would exalt rights of assignees to a level on par

with those of members in the face of the act’s clear

intention to the contrary. Only members may vote to

dissolve an LLC and wind up its affairs. General Statutes

§ 34-206 (2). Only a member or someone on his behalf

may apply to a court for a judicial dissolution forcing

a winding up of an LLC. General Statutes § 34-207. If

an assignee could obtain a judgment effecting a winding

up of the LLC’s affairs without a dissolution, the

assignee would hold the power to force a termination

of the LLC’s business operations, giving the assignee

undue leverage over the members. In the present case,

Joyce Styslinger, rather than the plaintiff, retains the

sole right under the act to exercise her membership

rights and to protect her membership interests.

There is only one provision of the act that places the

rights of assignees on par with the members, and the

power to exercise this right is available to assignees

only after the LLC has dissolved. As we have previously

explained, § 34-208 permits assignees, after a dissolution, to ask the Superior Court to conduct the winding

up process in the stead of its members and managers,

‘‘if one or more of the members or managers of the

limited liability company have engaged in wrongful conduct, or upon other cause shown.’’ General Statutes

§ 34-208 (a) (2). Providing assignees this power after a

dissolution and during a winding up process is wholly

consistent with the limited role that the act grants to

assignees. The assignee’s interest in receiving distributions from the LLC becomes primary after an LLC dissolves. After dissolution, the purpose of the LLC is no

longer to maintain its business operations, but to wind

up its affairs so that the LLC’s assets may be liquidated

and distributed to its members or their assignees. General Statutes §§ 34-206 through 34-211. Thus, only after

a dissolution does the act permit an assignee to petition

the court to protect his or her then primary interest in

receiving a share of the LLC’s assets. General Statutes

§ 34-208 (a) (b) (5).

We therefore conclude that the act does not provide

an assignee such as the plaintiff with standing to seek

the winding up of the affairs of an LLC in the absence

of a dissolution of that LLC.4 Accordingly, the trial court

properly dismissed the plaintiff’s complaint.

The judgment is affirmed.
In this opinion the other justices concurred.

1 References to Brewster Park and Weinshel jointly are to the defendants;

individual references are by name.

2 The plaintiff claims on appeal that he is also entitled to pursue other

forms of relief besides a winding up of Brewster Park’s affairs, including

money damages for Weinshel’s wrongful conduct. In dismissing the complaint, however, the trial court noted that the plaintiff had failed to specifically request money damages and thus could not sustain such a claim. We

agree with the trial court.

Assuming for the sake of argument that an assignee is entitled to seek

some other relief, including money damages, for wrongful conduct on the

part of the members or managers of an LLC, the plaintiff did not explicitly

ask for any other relief besides a court-ordered dissolution and winding up

of Brewster Park’s affairs in his complaint. Although the plaintiff requested

‘‘[s]uch other and further relief as in law or equity may appertain,’’ the trial

court properly concluded that a more specific request was necessary to put

the defendants on notice that the plaintiff was seeking some other form of

relief besides dissolution and winding up. As the Appellate Court has

explained, a catchall prayer for relief such as ‘‘ ‘such other relief as the

court deems necessary and just’ is too amorphous to be a claim for money

damages.’’ Solomon v. Hall-Brooke Foundation, Inc., 30 Conn. App. 129,

134, 619 A.2d 863 (1993); see also Stern v. Connecticut Medical Examining

Board, 208 Conn. 492, 501, 545 A.2d 1080 (1988) (‘‘In an ordinary civil case,

the general rule is that a prayer for relief must articulate with specificity

the form of relief that is sought. . . . A party who fails to comply with this

rule runs the risk of being denied recovery.’’ [Citations omitted.]).

3 By contrast, our Uniform Partnership Act; General Statutes § 34-300 et

seq.; expressly permits transferees of a partnership interest to ask a court

to dissolve and wind up the affairs of a partnership. See, e.g., General

Statutes §§ 34-348 (b) and 34-372 (6). We find this difference significant and

strongly suggestive of the fact that the legislature did not intend to provide

an assignee of a membership interest in an LLC with the right to wind up

the affairs of the LLC.

4 The plaintiff has also claimed that he is classically aggrieved under

the common law or principles of equity, but we disagree. The act permits

‘‘principles of law and equity [to] supplement’’ the act only to the extent

that they are not ‘‘displaced’’ by the act’s provisions. General Statutes § 34-

242 (b). Thus, even if we assume, for the sake of argument, that the common

law or equitable principles would otherwise grant an assignee standing to

seek a winding up of an LLC’s affairs, we nevertheless conclude that these

principles are displaced by the provisions of the act discussed previously

herein that expressly limit an assignee’s role and prevent an assignee from

forcing the dissolution or winding up of the LLC.

In support of this claim, the plaintiff cites the Delaware Chancery Court

decision in In re Carlisle Etcetera LLC, 114 A.3d 592 (Del. Ch. 2015), but

we find that decision inapposite because Delaware law concerning assignments of membership interests in an LLC differs markedly from that in

Connecticut. Under Delaware law, an assignment leaves both the member

and the assignee without the power to assert the rights of membership at

issue unless and until the assignee is admitted to membership Id., 597–601.

The court in In re Carlisle Etcetera LLC resolved this lacuna by granting

equitable standing to the assignee. Id., 601–607. Connecticut law, by contrast,

does not result in a similar void because the assignor continues to hold the

exclusive power to exercise the rights of membership until the assignee

becomes a member. General Statutes §§ 34-170 (a) (4) and 34-172 (d).