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*********************************************** 
AMERICAN TAX FUNDING, LLC v. FIRST

EAGLE CORPORATION ET AL.

(AC 42610)

Lavine, Moll and Flynn, Js.

Syllabus

The plaintiff, an assignee of municipal tax liens for the tax years 2005, 2006,

2007, and 2008, sought to collect the unpaid taxes on the 2006 through

2008 tax liens. The tax liens had been assigned to the plaintiff by the

city of Hartford pursuant to statute (§ 12-195h), which grants to the

assignee the same powers and rights the municipality would have if the

lien had not been assigned. The plaintiff previously brought a separate

action to foreclose on the 2005 tax lien, in which it obtained a judgment

of strict foreclosure that it later assigned. In the collection action, the

defendant property owner asserted various special defenses, including

that the plaintiff’s claims were extinguished pursuant to statute (§ 12-

195) because the plaintiff had obtained a judgment of strict foreclosure

on the 2005 tax lien, and that the defendant’s debt had been satisfied.

Section 12-195 provides that when a municipality acquires real estate

by foreclosure, the acquisition is deemed a cancellation by the municipality as against the tax collector for unpaid taxes. The trial court rendered

judgment in favor of the defendant on these two special defenses, from

which the plaintiff appealed to this court. Held:

1. The trial court properly found that, pursuant to § 12-195 and the controlling

precedent of Municipal Funding, LLC v. Gallulo (72 Conn. App. 755),

the 2006 through 2008 tax liens were extinguished by the judgment of

strict foreclosure rendered in favor of the plaintiff or its assignee in the

foreclosure action on the 2005 tax lien and, thus, barred the plaintiff

from recovering in this action; moreover, because the plaintiff or its

assignee acquired title to the property by foreclosure, pursuant to § 12-

195, all of its claims, in whatever form those claims might take, were

extinguished, a result that coincides with the common-law rule that

prohibits double recovery and provides that a plaintiff may be compensated only once.

2. This court declined to review the plaintiff’s claim that the trial court erred

when it concluded that the defendant’s debt had been satisfied as the

plaintiff failed to present an adequate record for review.

Argued January 15—officially released March 3, 2020

Procedural History

Action to recover certain unpaid municipal taxes

brought to the Superior Court in the judicial district of

Hartford, where the action was withdrawn as against

207 Main Street Investors, LLC; thereafter, the case was

tried to the court, Cobb, J.; judgment for the named

defendant, from which the plaintiff appealed. Affirmed.

David L. Gussak, for the appellant (plaintiff).

Gregory W. Piecuch, for the appellee (named

defendant).
Opinion

FLYNN, J. In this collection action, the plaintiff,

American Tax Funding, LLC, appeals from the judgment

of the trial court rendered in favor of the defendant

First Eagle Corporation1 on two of its special defenses.

The court concluded that the plaintiff, the assignee of

municipal tax liens, was barred from recovery. On

appeal, the plaintiff claims that the court (1) improperly

determined that its claims were extinguished pursuant

to General Statutes § 12-195, and (2) erred when concluding that the defendant’s debt to the plaintiff had

been satisfied. We disagree and, accordingly, affirm the

judgment of the trial court.

The following facts, as found by the trial court, are

relevant. The defendant failed to pay its property taxes

on real property, located at 40 John Street in Hartford

(property), for the tax years 2005, 2006, 2007, and 2008.

This resulted in statutory tax liens in favor of the city

of Hartford (city) for each of those tax years in the

respective amounts of $12,100.55, $10,360.15, $9,465.50,

and $10,723.31. On June 26, 2008, June 18, 2009, and

June 25, 2010, the city assigned to the plaintiff its rights

as to the four tax liens, pursuant to General Statutes

§ 12-195h, which permits a municipality to assign for

consideration liens filed by the tax collector. Each

assignment provided that the city assigned ‘‘all of the

[c]ity’s right, title and interest in and to certain liens

created by law in favor of the [c]ity of Hartford, Connecticut to allow the tax collector of such [c]ity to

secure unpaid taxes on real property . . . . By execution of the [a]ssignment, the [c]ity is assigning and the

[a]ssignee is assuming, all of the rights at law or in

equity, obligations, powers and duties as the [c]ity of

Hartford and the [c]ity’s tax collector would have with

respect to the above liens . . . .’’

On February 17, 2015, the plaintiff initiated a separate

foreclosure action seeking to foreclose on the 2005 tax

lien only. The plaintiff failed to identify in its foreclosure

complaint the 2006 through 2008 tax liens that it also

held, despite the requirement under Practice Book

§§ 10-69 and 10-702

that all encumbrances of record be

pleaded in the complaint. On June 12, 2015, the plaintiff

moved for a judgment of strict foreclosure. The plaintiff’s affidavit of debt stated the amount of debt as

$23,810.15. The plaintiff submitted an appraisal of the

property and an affidavit of the appraisal, which established that the fair market value of the property was

$105,000. The plaintiff’s foreclosure worksheet, form

JD-CV-77, represented the fair market value of the property to be $105,000. Foreclosure worksheets are filed

by the plaintiff for the guidance of the court. The foreclosure worksheet also listed the total encumbrances

prior to the plaintiff’s 2005 lien to be $65,332.03, an

amount equal to the 2006 through 2008 tax liens.3
On June 29, 2015, the court granted the plaintiff’s

motion for a judgment of strict foreclosure and found

that the fair market value of the property was $105,000,

and the debt was $23,810.15; the court set a law day of

August 24, 2015. The law day passed without redemption. On August 26, 2015, the combined total of the 2005

through 2008 tax liens was $93,260.19, and the total

payoff amount including attorney’s fees and costs was

$105,259. On August 27, 2015, the plaintiff assigned the

foreclosure judgment to City Shelter, LLC (City Shelter).4 The plaintiff filed a certificate of foreclosure on

August 28, 2015, despite the fact that the plaintiff had

assigned the foreclosure judgment to City Shelter. City

Shelter sold the property on April 8, 2016, for $63,000,

and received a net amount of $44,933.81 after expenses.

Prior to the passage of title to the property and in

temporal proximity to the institution of the foreclosure

action, the plaintiff initiated the present collection

action by a complaint dated February 17, 2015, and filed

February 25, 2015. The plaintiff sought to collect the

taxes on the liens that the city had assigned to it for

the tax years 2006, 2007, and 2008. The defendant filed

an answer and asserted special defenses, including that

the plaintiff’s ability to recover was barred by (1) the

judgment of strict foreclosure, and (2) the fact that the

plaintiff had received payment and satisfaction of the

debt through the foreclosure action.

In its February 5, 2019 memorandum of decision, the

court stated that the plaintiff’s position was that it had

not been made whole because, even though it had

obtained a judgment of strict foreclosure of the property, City Shelter sold the property for $63,000, which

was less than the total value of the liens. The court

noted that, ‘‘[a]t trial, the plaintiff’s president admitted

that their goal in this action was to obtain a double

recovery, that is, the property valued at $105,000 and

an $85,000 money judgment.’’ Relying on Municipal

Funding, LLC v. Galullo, 72 Conn. App. 755, 806 A.2d

601, cert. denied, 262 Conn. 915, 811 A.2d 1292 (2002),

the court reasoned that the plaintiff, which had stepped

into the shoes of the municipality, was bound by § 12-

195, which expressly provides that the acquisition by

a municipality of real estate by foreclosure extinguishes

all of its claims by the tax collector for unpaid taxes.

The court concluded that ‘‘the assigned tax liens at issue

were extinguished by the judgment of strict foreclosure,

and, therefore, there exists no liens or debt for the

plaintiff to collect upon in this case.’’

The court also found in favor of the defendant on its

special defense of payment and satisfaction. The court

found that, ‘‘[a]t the time of the foreclosure judgment,

the plaintiff’s four liens had a monetary value, with

interest, of approximately $93,000, an amount just

below the fair market value of the property of $105,000.

Therefore, as the result of the foreclosure judgment,
the plaintiff or its assignee received title to property

that had a greater value than the four liens. Thus, the

defendant’s debt to the plaintiff, resulting from the

assigned tax liens, was essentially satisfied by the transfer of the title to the property to the plaintiff or its

assignee. The plaintiff cannot now recover again in this

action.’’5 This appeal followed.

I

The plaintiff claims that the court improperly concluded that the judgment of strict foreclosure rendered

in favor of the plaintiff or its assignee in its foreclosure

action on the 2005 tax lien extinguished the 2006

through 2008 tax liens, thereby barring the plaintiff from

recovery in the present action. The defendant counters

that the judgment of strict foreclosure bars the plaintiff

from taking further action on the 2006 through 2008

tax liens and contends that to rule otherwise would

require Municipal Funding, LLC v. Galullo, supra, 72

Conn. App. 755, to be overruled, which the plaintiff does

not ask this court to do. We agree with the defendant.

This claim requires us to interpret the statutes regarding municipal lien assignment and extinguishment, to

which issue we afford plenary review. See Id., 761.

A municipality is a creature of the state and can

only exercise powers that are expressly granted to it

or which are otherwise necessary to the discharge of

its duties. See Bredice v. Norwalk, 152 Conn. 287, 292,

206 A.2d 433 (1964). By statute, a municipality is authorized to assign tax liens. Section 12-195h provides in

relevant part: ‘‘Any municipality . . . may assign, for

consideration, any and all liens filed by the tax collector

to secure unpaid taxes on real property as provided

under the provisions of this chapter. . . . The assignee

or assignees of such liens shall have and possess the

same powers and rights at law or in equity as such

municipality and municipality’s tax collector would

have had if the lien had not been assigned . . . .’’

The plaintiff chose to pursue a foreclosure action on

one of its tax liens and obtained a judgment of strict

foreclosure, despite the fact that it had been assigned

three additional subsequent tax liens by the city. As the

assignee of municipal tax liens, the plaintiff stands in

the shoes of the municipality and is bound by the extinguishment provision of the municipal tax liens statute,

§ 12-195, which provides in relevant part that ‘‘[w]hen

any municipality acquires real estate by foreclosure

. . . . [t]he acquisition of such real estate by the municipality shall be deemed a cancellation by such municipality of all of its claims against the tax collector for

unpaid taxes and assessments, interest or lien fees

assessed against such real estate. . . .’’ (Emphasis

added.)

In Municipal Funding, LLC v. Galullo, supra, 72

Conn. App. 763–65, this court applied § 12-195 to facts
similar to those in the present case. In Galullo, the

plaintiff was an assignee of the 1993, 1994, and 1995

municipal tax liens of the city of Waterbury for certain

real property. Id., 757–58. The plaintiff took title to the

subject property through an action to foreclose on the

1993 and 1994 tax liens. Id., 758. Prior to the passage

of the law days, the property was damaged by fire, and

the insurer of the former owner of the property issued

a check for partial payment of the damage caused by

the fire, and made the check payable to the plaintiff,

the city, and three other entities. Id. The plaintiff filed

an application for an order of mandamus asking the

trial court to order the defendant, the tax collector of

the city of Waterbury, to endorse the check to the plaintiff as payment for its liens. Id. In granting the defendant’s motion for summary judgment, the trial court

issued a ‘‘thoughtful and well reasoned’’ decision concluding that all of the plaintiff’s tax liens, including the

1995 lien, had been extinguished when the plaintiff took

title to the property. Id., 759. The trial court reasoned

that § 12-195 ‘‘provides that when a municipality forecloses on a tax lien and acquires absolute title to the

property, all other liens or claims held by the municipality against the property are cancelled.’’ Municipal

Funding v. Galullo, Superior Court, judicial district of

Waterbury, Docket No. CV-00-0161141-S (April 30, 2001)

(29 Conn. L. Rptr. 682, 684), aff’d, Municipal Funding,

LLC v. Galullo, 72 Conn. App. 755, 806 A.2d 601, cert.

denied, 262 Conn. 915, 811 A.2d 1292 (2002). On appeal,

this court rejected the plaintiff’s claim that because the

fire had occurred before the law days passed, it was

entitled to the insurance proceeds. Municipal Funding,

LLC v. Galullo, supra, 762–64. This court held that ‘‘the

critical fact is not whether the fire occurred before the

first law day, but that the plaintiff took title to the

property. Just as the plaintiff stepped into the shoes of

the municipality as an assignee for purposes of precedence and priority, it also is bound by the extinguishment provision of . . . § 12-195. . . . [B]y taking title

to the property, the plaintiff lost its rights to collect on

all of its liens, including its 1995 lien.’’ Id., 762–63.

According to the express language of § 12-195, and

the controlling precedent of Municipal Funding, LLC

v. Galullo, supra, 72 Conn. App. 755, the plaintiff is

barred from bringing the present collection action on

the 2006 through 2008 tax liens because all of the plaintiff’s tax liens, including the 2006 through 2008 tax liens,

were extinguished when the plaintiff or its assignee

took title to the property in the foreclosure proceeding.

The plaintiff counters that § 12-195 does not extinguish

its power to exercise a municipality’s ability to institute

a collection action on the underlying debt pursuant to

General Statutes § 12-161.6 The plaintiff contends that

it released the 2006 through 2008 liens when City Shelter

sold the property for $63,000 in 2016, but that it received

no portion of the sale proceeds in return for the
releases.7 The plaintiff argues that it is permitted to

bring a collection action on the 2006 through 2008 tax

liens pursuant to § 12-195h, which provides in relevant

part that ‘‘[t]he assignee shall have the same rights to

enforce such liens as any private party holding a lien

on real property including, but not limited to, foreclosure and a suit on the debt. . . .’’ (Emphasis added.)

The plaintiff stresses that the language in § 12-195h

regarding ‘‘a suit on the debt’’ was added in 2013, by

No. 13-276 of the 2013 Public Acts, following the 2002

decision in Galullo. The amendment to § 12-195h does

not affect our resolution of this issue because our analysis is controlled by § 12-195, which has not been

amended since 1998. Because the plaintiff or its

assignee acquired title to the property by foreclosure

then, pursuant to § 12-195, ‘‘all of its claims,’’ in whatever form those claims might take, were extinguished.

(Emphasis added.) This result coincides with the common-law rule prohibiting double recovery and providing

that a plaintiff may be compensated only once. See,

e.g., Mahon v. B.V. Unitron Mfg., Inc., 284 Conn. 645,

663, 935 A.2d 1004 (2007).

The plaintiff further argues that General Statutes § 12-

172 specifically excludes the extinguishment of the 2006

through 2008 liens. Section 12-172 provides in relevant

part that ‘‘[n]o sale of real estate for taxes or foreclosure

of any lien shall divest the estate sold of any existing

lien for other taxes.’’ The plaintiff’s argument was

rejected by this court in Galullo. In that case, this court

concluded that its holding that the plaintiff lost its rights

to collect on all of its liens by taking title to the property

did not conflict with § 12-172. Municipal Funding, LLC

v. Galullo, supra, 72 Conn. App. 763. Relying on the

express language in § 12-172, the court reasoned that

‘‘ ‘[n]o sale of real estate for taxes or foreclosure of any

lien shall divest the estate sold of any existing lien for

other taxes’ ’’ and concluded that ‘‘the plain language

of § 12-172 and its relationship to other language in the

statutory municipal foreclosure scheme indicates that

this section applies only to real estate sales or foreclosure by sale. It does not apply to instances of strict

foreclosure. . . . In addition to the plain language limiting § 12-172 to foreclosures by sale, we note that in

1998, the legislature amended § 12-195 to distinguish

between strict foreclosures and foreclosures by sale or

auction. See Public Acts 1998, No. 98-35, § 1. Speaking

in favor of the amendment, which added the words

‘foreclosure by sale or auction’ to the statute, Representative John S. Martinez stated that ‘this bill would allow

municipalities to cancel unpaid taxes on parcels of land

acquired by municipalities through foreclosure by sale

or auction. Presently, the [statutory reference to ‘foreclosure’] only allow[s] municipalities to cancel such

taxes when a parcel is acquired through strict foreclosure.’ 41 H.R. Proc., Pt. 5, 1998 Sess., p. 1601. We conclude that the reverse also is true. Because § 12-172
refers only to sales of real estate for foreclosure of liens,

we conclude that it does not apply to strict foreclosure.

Accordingly, § 12-172 does not save the plaintiff’s 1995

lien from extinguishment.’’ (Emphasis omitted.) Id.,

763–64. Because § 12-172 does not apply to instances

of strict foreclosure, the plaintiff cannot prevail on

this argument.

For the foregoing reasons, we conclude that the court

properly found in favor of the defendant on its special

defense of extinguishment pursuant to § 12-195.

Accordingly, the court properly precluded the plaintiff

from recovering in the present collection action.

II

Although we have concluded that the court properly

found in favor of the defendant on its defense of extinguishment, we briefly discuss the plaintiff’s claims

regarding the second special defense, namely, satisfaction of the debt. This claim is unreviewable. Although

the plaintiff claims that our review standard is plenary,

our resolution of the issues raised requires us to determine whether there is evidence in the record to support

the court’s findings or, even if there is such support in

the record, whether, on the basis of a review of the

entire evidence, we are left with a definite and firm

conviction that a mistake has been committed.8 See,

e.g., ARB Construction, LLC v. Pinney Construction

Corp., 75 Conn. App. 151, 156, 815 A.2d 705 (2003). It

is axiomatic that it is the plaintiff’s burden to prove its

claims on appeal and show that the court’s finding that

the debt had been satisfied was clearly erroneous.

Although the plaintiff challenges the court’s factual findings, it has not provided us with transcripts. Practice

Book § 61-10 (a) provides: ‘‘It is the responsibility of

the appellant to provide an adequate record for review.

The appellant shall determine whether the entire record

is complete, correct and otherwise perfected for presentation on appeal.’’9 Because the plaintiff has not met its

burden of providing an adequate record for our review,

we decline to review this claim.

The judgment is affirmed.

In this opinion the other judges concurred.

1 The action was withdrawn as to the defendant 207 Main Street Investors,

LLC. All references to the defendant are to First Eagle Corporation.

2 Practice Book § 10-69 provides: ‘‘The complaint in all actions seeking

the foreclosure of a mortgage or other lien upon real estate shall set forth,

in addition to the other essentials of such complaint: All encumbrances of

record upon the property both prior and subsequent to the encumbrance

sought to be foreclosed, the dates of such encumbrances, the amount of each

and the date when such encumbrance was recorded; if such encumbrance

be a mechanic’s lien, the date of commencing to perform services or furnish

materials as therein recited; and if such encumbrance be a judgment lien,

whether said judgment lien contains a reference to the previous attachment

of the same premises in the same action, as provided by General Statutes

§ 52-380a.’’

Practice Book § 10-70 (a) provides in relevant part: ‘‘In any action to

foreclose a municipal tax or assessment lien the plaintiff need only allege

and prove . . . (5) other encumbrances as required by the preceding section. . . .’’
3 The plaintiff listed the 2006 through 2008 tax liens as prior encumbrances

on the foreclosure worksheet, in contravention of Practice Book § 10-69,

despite the fact that those liens are later in time and are therefore junior

to the 2005 lien. The plaintiff did not set forth in its foreclosure complaint,

which was admitted as a full exhibit in the present action, the 2006 through

2008 tax liens as either prior or subsequent encumbrances to the encumbrance sought to be foreclosed on, nor did the plaintiff set forth the date

of such encumbrances or the amount of each and the date when such

encumbrances were recorded.

4 The plaintiff did not substitute City Shelter as the plaintiff in the foreclosure action. The trial court in the present action determined that the certificate of title filed by the plaintiff indicated that title to the property passed

to City Shelter on August 29, 2015. It noted that neither the plaintiff nor the

defendant argued that this assignment had any material effect on the issues

in the collection action.

We note that the plaintiff did not amend the complaint to show the volume

and page number of the assignment of the foreclosure judgment on the land

records. The plaintiff did not raise as an issue on appeal that City Shelter

was the entity that took title to the property. Therefore, for purposes of

this appeal, we do not treat the assignment as having any material effect.

5 The court did not find in favor of the defendant on its special defenses

of judicial estoppel or laches.

6 The plaintiff argues that the defendant did not plead or raise in the trial

court that, under the circumstances of the present case, any and all of the

plaintiff’s remaining claims were extinguished pursuant to § 12-195. In the

exercise of our plenary review over the interpretation of the pleadings; see

Grenier v. Commissioner of Transportation, 306 Conn. 523, 536, 51 A.3d

367 (2012); we conclude that the defendant properly raised this defense.

7 We note that the remedy of a deficiency judgment is not available to a

municipality or its assignee. See Winchester v. Northwest Associates, 255

Conn. 379, 388, 767 A.2d 687 (2001).

8 The plaintiff asserts that the standard of review on all of its claims is

plenary. The arguments the plaintiff has made regarding the factual findings

underpinning the court’s conclusion regarding the defendant’s second special defense involve questions of fact.

9

‘‘The commentary for [Practice Book] § 61-10 provides . . . that ‘[t]he

adoption of subsection (b) is not intended to preclude the court from declining to review an issue where the record is inadequate for reasons other

than solely the failure to seek an articulation . . . .’ ’’ Ippolito v. Olympic

Construction, LLC, 163 Conn. App. 440, 451 n.6, 136 A.3d 653, cert. denied,

320 Conn. 934, 134 A.3d 623 (2016).