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JOSEPH GENERAL CONTRACTING, INC. v.

JOHN COUTO ET AL.

JOHN COUTO ET AL. v. LANDEL

REALTY, LLC, ET AL.

(SC 19209)

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

Robinson, Js.

Argued December 9, 2014—officially released July 21, 2015

Thomas J. Londregan, with whom were Ralph J.

Monaco, and, on the brief, Brian K. Estep, for the appellant (Anthony Silvestri).

Jennifer Antognini-O’Neill, with whom was John C.

Zaccaro, Jr., for the appellees (John Couto et al.).

Patrick M. Fahey filed a brief for the Home Builders

and Remodelers Association of Connecticut, Inc., as

amicus curiae.
Opinion

EVELEIGH, J. The appellant Anthony J. Silvestri1

appeals from the judgment of the Appellate Court

affirming the judgment of the trial court in favor of the

appellees, John Couto and Jane Couto.2 The trial court

had found Silvestri personally liable for, inter alia,

breach of contract, breach of implied warranty, and

violation of the Connecticut Unfair Trade Practices Act

(CUTPA), General Statutes § 42-110a et seq. The dispositive issue in this appeal is whether the Appellate Court

properly affirmed the judgment of the trial court finding

that Silvestri, in his individual capacity, had incurred

individual contractual obligations to the Coutos and

was, therefore, personally liable for damages that the

Coutos sustained as a result of his actions. We affirm

in part and reverse in part the judgment of the Appellate Court.

The opinion of the Appellate Court sets forth the

following facts and procedural history. ‘‘On June 27,

2007 . . . Joseph General Contracting, Inc. (Joseph

General), filed two separate complaints against the

[Coutos]. The first action contained five counts and

raised claims of breach of contract, and the second

action sought to foreclose a mechanic’s lien held by

Joseph General on the Coutos’ property. The Coutos

denied their liability and asserted various special

defenses, including allegations that [Silvestri, who was]

the owner and president of Joseph General . . . personally had induced them to enter into a contract

through material misrepresentations, that [Joseph General’s] claims were barred by its own breach of contract

and warranty, and that Joseph General had been fully

paid for the work it completed in accordance with the

contractual agreement.

‘‘The Coutos also filed a six count counterclaim

against Joseph [General], alleging violation of General

Statutes § 47-200 et seq., the Common Interest Ownership Act, breach of contract, fraud, breach of implied

warranty, trespass and violation of . . . [CUTPA]. Subsequently, the Coutos . . . commenced a separate

action on February 6, 2009, against Silvestri, the sole

owner and shareholder of Joseph General, and Landel

Realty, LLC (Landel), of which Silvestri is also the sole

owner. That action incorporated the allegations of the

Coutos’ counterclaim, in addition to alleging intentional

infliction of emotional distress and seeking declaratory

relief pursuant to the Common Interest Ownership Act.

A consolidated trial of [these actions] was held before

the court [in May, 2011].

‘‘After trial, the court rendered judgment in favor of

Joseph General, Landel, and Silvestri as to the Coutos’

claims of fraud, violation of the Common Interest Ownership Act and intentional infliction of emotional distress. The [trial] courtrendered judgment in favor of the
Coutos as to all other counts, holding Joseph General,

Landel and Silvestri each jointly and severally liable for

breach of contract and implied warranty, trespass and

violation of CUTPA, awarding a total of approximately

$573,659 in damages. On appeal to [the Appellate

Court], Silvestri challenge[d] the propriety of these

adverse rulings with respect to his personal liability.

‘‘In view of the evidence presented in the consolidated trial of these actions, the [trial] court reasonably

could have found the following facts. In 2006, the

Coutos entered into a written contract with Joseph

General for the purchase and construction of a home

and carriage house to be built on a piece of property

in the Admiral Cove subdivision in Stonington (lot 5),

for the price of $1,980,000. The carriage house was

intended for use as a separate dwelling for the Coutos’

special needs daughter, a purpose of which Silvestri

was aware. At the time the contract was signed, Silvestri

assured the Coutos that if they did not like the home

and the carriage house, they would not be obligated to

buy lot 5 or the completed dwellings. Although the

contract terms were vague, they specified that the new

home was to be of like kind and quality, and built with

the same materials as used in a model home also located

in Admiral Cove, which previously had been constructed by Joseph General, Landel and Silvestri, collectively. The architect who designed the model house was

also to design the two dwellings on lot 5 for the Coutos.

Silvestri knew, however, that the zoning requirements

regulating Admiral Cove contained a single-family

dwelling restriction applicable to each of the lots in the

development. At the time they signed the contract, the

Coutos were unaware of this zoning restriction.

‘‘Although the original contract for the development

of the new home and carriage house was executed

between the Coutos and Joseph General, the parties

also proceeded to negotiate additional oral agreements

to supplement its terms. . . . The trial court apparently

found credible the testimony of the Coutos that,

throughout the continued construction process, they

were confused as to whom they were dealing with. The

Coutos also entered into a written agreement to deliver

funds to escrow in payment for a security card system,

docking installation, docking permits and estate paving,

as well as a second written contract relating to a construction loan obtained by the Coutos. Both of these

agreements were signed by Silvestri, individually, and

on behalf of Landel. In light of this evidence presented

at trial, the trial court determined that a contract existed

not only between Joseph General and the Coutos, but

also between the Coutos, Landel and Silvestri.

‘‘The evidence at trial showed that, as the construction process continued, Silvestri had financial difficulties in performing his obligations. The Chelsea Groton

Savings Bank declined to provide financing because the
bank did not believe that extending further funds to

Silvestri was prudent. Silvestri represented to the

Coutos that the reason for the bank’s refusal to finance

the project was that the Coutos were reserving their

right to decline to buy the property until after the two

buildings had been constructed. He misinformed the

Coutos that, regardless of the express terms of their

contract, they were likely to lose their deposits under

the contract if they did not pay for the construction

upfront. So threatened, the Coutos acquiesced and

agreed to purchase lot 5 from Landel, giving up their

contractual right to reject the construction development in its entirety if it was not completed to their

satisfaction. The Coutos paid a total of $880,000 to

purchase lot 5 from Landel and to have Silvestri and

Joseph General complete the construction of their new

home and carriage house. The Coutos also obtained a

construction loan from the Chelsea Groton Savings

Bank to help finance the construction. A new agreement

incorporating these modifications was drafted by the

Coutos and Joseph General, but was never signed by

either party.

‘‘After the Coutos’ payment of the purchase price for

lot 5 and the construction of the two contemplated

dwellings, work pursuant to the contract began, but

not without further setbacks. First, Silvestri informed

the Coutos that the agreed upon architect was no longer

available, and that he would have to substitute a different designer. The first design of the primary dwelling

produced by the substitute architect was larger than

the design previously agreed to, and Silvestri instructed

him to reduce its size. As construction of the house

progressed, however, it became clear that many of the

rooms in the house would not be functional because

necessary appliances such as toilets and sinks did not

fit within the shrinking size of the house. The Coutos

also had difficulty purchasing fixtures for the dwellings

within the allowances set forth in the contract.

‘‘At this point Silvestri, Joseph General and Landel

had been compensated for their work performed to

date. Nonetheless, Silvestri demanded another large

progress payment, which, as the trial court found, the

Coutos reasonably refused to pay until the issue with

the allowances for fixtures had been resolved. After

their refusal to remit another payment, Silvestri ceased

construction ofthe dwellings and obtained a mechanic’s

lien on lot 5. In addition, he covered and thereby prevented the Coutos from accessing the sewer line on

their property.

‘‘Forced to complete the construction of their home

through a new, substitute contractor,theCoutos discovered numerous other problems with poor workmanship, as well as a large quantity of debris that had been

buried under, and caused damage to, the portion of lot

5 designated for the construction of the carriage house.
The new contractor also informed the Coutos about

the single-dwelling zoning restriction on the property.

At that point, they applied for a zoning variance to allow

construction to continue on the carriage house, but

their application was denied.’’ (Footnotes omitted.)

Joseph General Contracting, Inc. v. Couto, 144 Conn.

App. 241, 243–49, 72 A.3d 413 (2013). Additional facts

will be set forth as necessary.

Silvestri appealed to the Appellate Court, claiming

that: ‘‘(1) the evidence presented was insufficient to

hold him personally liable for breach of contract and

breach of implied warranty, (2) the [trial] court improperly found him individually liable for trespass without

expressly finding that he personally had buried debris

on the Coutos’ property and (3) the evidence did not

support a finding that his behavior amounted to a personal violation of CUTPA.’’ Id., 249.

The Appellate Court held that ‘‘[a]lthough, at the outset, Silvestri disclosed the identity of his principals, it

was reasonable for the [trial] court to find that, thereafter, he did not clearly inform the Coutos that he continued, at all times, to be acting in a representative

rather than in an individual capacity. In light of that

finding, it was not clear error for the [trial] court to

find that Silvestri was a party to the modified contract

and hence personally liable for breach of contract.’’ Id.,

253–54. Further, the Appellate Court concluded that

‘‘[t]he trial court in the present case reasonably decided,

on the basis of the testimony presented at trial and the

reasonable inference drawn therefrom, that Silvestri

was personally responsible for the debris that damaged

the Coutos’ property, notwithstanding the joint and several liability of his two businesses.’’ Id., 258. Finally,

the Appellate Court held that ‘‘[h]ere, the court properly

found that Silvestri personally engaged in tortious conduct directed at the Coutos.’’ Id., 259–60. Accordingly,

the Appellate Court ‘‘conclude[d] that the [trial] court’s

finding that Silvestri was personally liable for his conduct under CUTPA was not clearly erroneous.’’ Id., 260.

Therefore, the Appellate Court affirmed the judgment

of the trial court pertaining to Silvestri in an individual

capacity. Id.

Silvestri petitioned for certification to appeal from

the judgment of the Appellate Court. This court granted

the petition for certification to appeal limited to the

following issues: (1) ‘‘Did the Appellate Court properly

determine that . . . Silvestri had incurred contractual

obligations to the [Coutos] in his individual capacity?’’;

and (2) ‘‘Did the Appellate Court properly determine

that . . . Silvestri could be held individually liable for

alleged violations of [CUTPA] . . . ?’’ Joseph General

Contracting, Inc. v. Couto, 310 Conn. 924, 77 A.3d 139

(2013). We answer the first question in the negative,

and the second question in the affirmative.

On appeal to this court, Silvestri asserts that the
Appellate Court improperly affirmed the judgment of

the trial court finding that he had incurred contractual

obligations to the Coutos in his individual capacity.

The Coutos counter that the Appellate Court properly

concluded that the factual findings of the trial court

support its conclusion that Silvestri was a party to the

contract and that the judgment of the Appellate Court

is consistent with contract law. Further, the Coutos

assert that Silvestri failed to prove agency. We agree

with Silvestri that the Appellate Court improperly

affirmed the judgment of the trial court holding him

personally liable on the contract and implied warranty

claims. We agree with the Coutos that the Appellate

Court properly concluded that Silvestri could be held

individually liable for the alleged violations of CUTPA.

We therefore affirm in part and reverse in part the

judgment of the Appellate Court.

I

CONTRACT AND IMPLIED WARRANTY

The first issue requires us to determine whether the

Appellate Court properly affirmed the judgment of the

trial court finding that Silvestri was a party to the contract and, therefore, was liable for breach of contract

and breach of an implied warranty.

As a threshold matter we set forth the standard of

review and legal principles applicable to this claim.

‘‘Whether a contract exists is a question of fact for

the court to determine.’’ Randolph Construction Co. v.

Kings East Corp., 165 Conn. 269, 277, 334 A.2d 464

(1973). ‘‘The standard of review for the interpretation

of a contract is well established. Although ordinarily

the question of contract interpretation, being a question

of the parties’ intent, is a question of fact . . . [when]

there is definitive contract language, the determination

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

plenary]. . . . If the language of [a] contract is susceptible to more than one reasonable interpretation, [however] the contract is ambiguous. . . . Ordinarily, such

ambiguity requires the use of extrinsic evidence by a

trial court to determine the intent of the parties, and,

because such a determination is factual, it is subject

to reversal on appeal only if it is clearly erroneous.’’

(Citations omitted; internal quotation marks omitted.)

Bristol v. Ocean State Job Lot Stores of Connecticut,

Inc., 284 Conn. 1, 7, 931 A.2d 837 (2007). ‘‘In order

to prove that a contract has been modified, the party

asserting the modification must show mutual assent to

its meaning and conditions. . . . Whether the parties

intended to modify their contract is a question of fact.’’

(Citations omitted; internal quotation marks omitted.)

Three S. Development Co. v. Santore, 193 Conn. 174,

177–78, 474 A.2d 795 (1984).

In the present case, there is no dispute that on July
10, 2006, the Coutos and Joseph General entered into

a contract, which was entitled ‘‘Preliminary draft outline for a new home package.’’ That contract was for

the sale of land and construction of a home known as

145 Whitehall Avenue in Stonington. Addendum I of the

contract provided for the construction of an ‘‘oversized

[two car] garage carriage house’’ that was twenty-six

feet by twenty-eight feet in size and was to be built to

the ‘‘[s]ame exterior specs as [the] home.’’ The Coutos

signed the contract and Silvestri signed as president of

Joseph General. The contract also provided that: ‘‘This

[c]ontract shall apply to and bind the heirs, executors,

successors and assigns of the parties hereto, and may

be modified only by written agreement signed or initialed by both of the parties.’’ On July 10, 2006, the

Coutos paid Joseph General $5000 as a down payment.

A subsequent document entitled ‘‘Contract for Sale of

Real Estate’’ was signed between the Coutos and Joseph

General on August 22, 2006. Silvestri signed this document as the President of Joseph General. That contract

provided for a total purchase price of $1,980,000 for

the property and construction of the two premises and

also contained a more detailed description of the specifications. The property was described as 145 Whitehall

Avenue. That contract contained the same provision as

the initial contract to the effect that all changes and

modifications had to be in writing and agreed to by the

parties. The parties do not contest the fact that all

payments regarding the property and construction were

made either to Landel or Joseph General.3

There is no question that the construction of the

Coutos’ home was governed by the construction contract, which was executed by the Coutos and Joseph

General and was not signed by Silvestri, individually.

The parties do not dispute, and the Appellate Court

did not conclude, that the terms of the construction

contract were grounds for holding Silvestri liable for

breach of contract and implied warranty.

Similarly, the trial court refused to use the doctrine

of piercing the corporate veil to hold Silvestri liable for

breach of contract. Instead, the trial court found that

Silvestri and his business entities were engaged in ‘‘joint

action’’ such that it was appropriate to hold all of them

jointly and severally liable for their collective actions.

The trial court and the Appellate Court did not cite any

authority for this ‘‘joint action’’ theory of liability. We

disagree with the notion that proving ‘‘joint action’’

between an entity and one of its owners and officers

is the basis for finding liability. Indeed, such a theory

ignores the reality that this court has recognized that

‘‘the fact that [an owner of a corporation] acted on

behalf of [the corporation] is no more than a reflection

of the reality that all corporations act through individuals.Itis axiomatic that while such an entity has a distinct

legal life, it can act only through individuals.’’ (Internal

quotation marks omitted.) Naples v. Keystone Build-
ing & Development Corp., 295 Conn. 214, 237, 990 A.2d

326 (2010).

The trial court found as follows: ‘‘[T]here was a contract between the parties, although heaven knows, it

will never be in the finals for contract of the year or

month or day. And it wasn’t as bad, as far as it went,

given the time that people had to draw it up, but then

the parties proceeded to work with an ongoing series

of oral [agreements] that supplemented, amplified, and

to some extent contradicted that contract.’’ The Appellate Court concluded that that the record supported the

trial court’s finding that through his conduct, Silvestri

personally had become a party to the contract. Joseph

General Contracting, Inc. v. Couto, supra, 144 Conn.

App. 252–53. We disagree.

We recognize that ‘‘[a] written contract can be modified by a subsequent parol agreement if that is the

intention of the parties.’’ Grote v. A. C. Hine Co., 148

Conn. 283, 286, 170 A.2d 138 (1961). ‘‘[It does not] make

any difference that the original written contract provided that it should not subsequently be varied except

by writing. This stipulation itself may be rescinded by

parol and any oral variation of the writing which may

be agreed upon . . . .’’ 15 S. Williston, Contracts (3d

Ed. 1972) § 1828, p. 496. Nevertheless, it is important

to remember that Silvestri was not a party to the initial

contract regarding the construction of the house and,

therefore, could not modify it. A modification to an

existing contract can only be brought about by

agreement of the parties to the contract to be modified.

See, e.g., Assn. Resources, Inc. v. Wall, 298 Conn. 145,

189–90, 2 A.3d 873 (2010) (‘‘[p]arties may alter any term

of an existing contract . . . [t]he contract as modified

becomes a new contract between the parties’’ [internal

quotation marks omitted]); see also Hess v. Dumouchel

Paper Co., 154 Conn. 343, 348, 225 A.2d 797 (1966)

(‘‘[s]eparate dealings among the parties cannot affect

another transaction so as to constitute a substituted

contract between them unless it was their intention

that such an agreement be consummated’’). Further,

‘‘[p]arties to a contract cannotthereby impose any liability on one who, under its terms, is a stranger to the

contract, and, in any event, in order to bind a third

person contractually, an expression of assent by such

person is necessary.’’ (Internal quotation marks omitted.) FCM Group, Inc. v. Miller, 300 Conn. 774, 797, 17

A.3d 40 (2011).

Where a substitute contract is entered into, and that

contract ‘‘includes as a party one who was neither the

obligor nor the obligee of the original duty,’’ the

resulting contract is a novation. See 2 Restatement(Second), Contracts § 280 (1981). ‘‘A novation is subject to

the same requirements as any other contract, including

that of consideration.’’ Id., comment (c), p. 378. In order

to ‘‘form a valid and binding contract in Connecticut,
there must be a mutual understanding of the terms that

are definite and certain between the parties.’’ L & R

Realty v. Connecticut National Bank, 53 Conn. App.

524, 534, 732 A.2d 181, cert. denied, 250 Conn. 901, 734

A.2d 984 (1999). ‘‘In order for an enforceable contract

to exist, the court must find that the parties’ minds had

truly met. . . . If there has been a misunderstanding

between the parties, or a misapprehension by one or

both so that their minds have never met, no contract

has been entered into by them and the court will not

make forthem a contract which they themselves did not

make.’’ (Internal quotation marks omitted.) Electrical

Wholesalers, Inc. v. M.J.B. Corp., 99 Conn. App. 294,

302, 912 A.2d 1117 (2007). We have recognized that

‘‘[a]n authorized agent for a disclosed principal, in the

absence of circumstances showing that personal

responsibility was incurred, is not personally liable to

the other contracting party.’’ (Internal quotation marks

omitted.) Whitlock’s, Inc. v. Manley, 123 Conn. 434, 437,

196 A. 149 (1937).

In the present case, both the trial court and the Appellate Court looked to other agreements entered into

between the Coutos and Silvestri, individually and on

behalf of his business entities, as evidence that the

distinction between corporate and personal liability

was blurred for purposes of the original construction

contract. We disagree. The clarity with which the parties

undertook different contractual engagements has no

bearing on, and does not alter or amend, the explicit

terms of the construction agreement. The existence of

these other contracts merely displayed that the parties

knew how to insert Silvestri’s name when they chose

to do so and intended him to be personally liable on

the respective contracts. The fact that his name was not

on the original construction contract in an individual

capacity is indicative ofthe factthat no personal liability

was intended. We note also that the other two contracts

relied upon by both the trial court and the Appellate

Court were both signed on September 20, 2006.4 One

of those contracts specifically indicates that:

‘‘[Whereas], the [b]uyers are negotiating a [c]onstruction [c]ontract with Joseph General . . . .’’ (Emphasis

added.) The recognition that the construction project

was with Joseph General contradicts the trial court’s

holding that the parties had engaged in such ‘‘ ‘joint

action’ ’’ that ‘‘it became unclear to [the Coutos] with

whom they were transacting business.’’ Joseph General

Contracting, Inc. v. Couto, supra, 144 Conn. App. 252.

To the contrary, the fact that, on the same day that the

Coutos entered into some contracts with Silvestri as

an individual they still acknowledged an intent to enter

into a construction contract with Joseph General, and

not Silvestri, is evidence that they understood that Silvestri was not a party to the construction contract.

The Coutos argue that whether a contract existed

between them and Silvestri is a question of fact and
that the trial court ruled in their favor. They contend

that Silvestri’s argument focuses only on the 2006 construction contract and ignores the trial court’s findings

as to Silvestri’s personal promises. The Coutos further

cite to general agency law for the proposition that, to

avoid personal liability, an agent must disclose both

the fact that he is acting in a representative capacity

and the identity of his principal, since the party with

whom he deals is not required to discover or to make

inquiries to discover these facts. See 2A C.J.S. 624,

Agency § 359 (2003). We are not persuaded. While we

will give every deference to the trial court when it finds

facts, we exercise plenary review in determining the

correct application of the law to the facts as found.

Therefore, we conclude, in the exercise of our plenary

review, that the facts as found by the trial court are

not sufficient, as a matter of law, to impose individual

liability on Silvestri based on a theory that the construction agreement had been modified. It is undisputed that

Silvestri signed the construction agreement on behalf

of Joseph General in his capacity as president. None

of the additional contracts signed by Silvestri related

to the actual physical construction of the structures on

the property. Even the agreement regarding the construction loan indicated that the Coutos were negotiating with Joseph General for the construction of the

house. In order to change this relationship there had

to be facts evidencing a clear intention on the part of

the parties to modify the original construction contract.

The cited actions of Silvestri were not sufficient to

establish this fact since they do not display an

agreement of the parties to change the initial contract

between the parties.

Because Silvestri was not a party to the original construction contract,there would have had to be a meeting

of the minds, with consideration, to alter the parties to

that contract.5 A review of the record compels us to

reach the opposite conclusion. As stated previously in

this opinion: ‘‘A novation is subject to the same requirements as any other contract, including that of consideration.’’ 2 Restatement (Second), supra, § 280, comment

(c), p. 378. There is no evidence in the record that

there was any additional consideration to the original

contract between the Coutos and Joseph General.6

Finally, it has been held that an agent will not be

personally bound unless there is clear and explicit evidence of the agent’s intention to substitute his personal

liability for, or to, that of his principal. Leutwyler v.

Royal Hashemite Court of Jordan, 184 F. Supp. 2d 303,

309 (S.D.N.Y. 2001). The two contracts signed in July

and August unquestionably demonstrated that Silvestri

was acting on behalf of Joseph General. He signed both

of the contracts as its president. In order to impose

personal liability upon Silvestri there would have had

to have been an explicit agreement between the Coutos
and Silvestri or explicit conduct demonstrating a new

agreement. In the absence of such evidence ‘‘[a] third

party’s knowledge of an agent’s capacity, obtained from

prior transactions, is deemed to continue for subsequent transactions of the same character and between

the same parties.’’ 2 Restatement(Third), Agency § 6.01,

comment (d) (1), p. 12 (2006). There is simply no evidence that Silvestri was acting as anything other than

an agent for Joseph General and, therefore, there is no

legal basis to impose individual liability upon him.

For the foregoing reasons, we conclude that the

Appellate Court improperly held that Silvestri was individually liable on the breach of contract claim regarding

the construction contract. Accordingly, we reverse the

judgment of the Appellate Court as to the individual

liability of Silvestri regarding both the breach of contract and the implied warranty claims.7

II

CUTPA

Silvestri claims next that the Appellate Court improperly affirmed the judgment of the trial court against

him on the CUTPA claim. Specifically, Silvestri asserts

that, as a corporate officer, he is not liable under CUTPA

for the acts of his entities and that, in any event, the

record does not support any liability under CUTPA.

We disagree.

In their pleadings, the Coutos incorporated various

factual allegations from other counts and claimed that

the actions described in those allegations constituted

unfair or deceptive acts or practices in the conduct of

trade or commerce. The trial court agreed, finding that

‘‘many of the actions taken by . . . Silvestri and his

companies were indeed unscrupulous, oppressive,

unfair and deceptive, among them blaming the Coutos

for his inability to obtain the financing necessary to

fulfill his contractual obligations, pressuring the Coutos

into a changed arrangement for the house construction,

the blatant attempt to force money that was not owed

by welding the access cover to the unconnected sewer

closed and dumping debris on the Coutos’ property.’’

Accordingly, the trial court concluded that ‘‘the Coutos

had proved their CUTPA claim’’ against Silvestri, Landel, and Joseph General.8 Subsequently, the court

awarded $125,000 in CUTPA damages in the form of

counsel fees against Silvestri, Landel, and Joseph

General.

We have previously held that ‘‘an officer of a corporation does not incur personal liability for its torts merely

because of his official position. Where, however, an

agent or officer commits or participates in the commission of a tort, whether or not he acts on behalf of his

principal or corporation, he is liable to third persons

injured thereby.’’ Scribner v. O’Brien, Inc., 169 Conn.

389, 404, 363 A.2d 160 (1975); see also Ventres v.
Goodspeed Airport, LLC, 275 Conn. 105, 141–42, 881

A.2d 937 (2005) (officer was personally liable in tort

for trespass in ordering trees on neighboring property

cut down), cert. denied, 547 U.S. 1111, 126 S. Ct. 1913,

164 L. Ed. 2d 664 (2006).

In Sturm v. Harb Development, LLC, 298 Conn. 124,

139 n.17, 2 A.3d 859 (2010), we indicated that it was an

open question whether the same rule applied to CUTPA

claims. Although the parties in Sturm had assumed that

there could be individual liability for a corporate entity’s

violation of CUTPA, our disposition of the case on other

grounds precluded us from having to decide the issue,

thereby leaving its resolution ‘‘for another day.’’9

Id.

That day has now arrived.

At the outset, we set forth the standard of review.

The resolution of this issue requires us to interpret

CUTPA. ‘‘Well settled principles of statutory interpretation govern our review. . . . Because statutory interpretation is a question of law, our review is de novo.

. . . When construing a statute, [o]ur fundamental

objective is to ascertain and give effect to the apparent

intent of the legislature. . . . In other words, we seek

to determine, in a reasoned manner, the meaning of the

statutory language as applied to the facts of [the] case,

including the question of whether the language actually

does apply. . . . In seeking to determine that meaning,

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. . . . The test to determine ambiguity is whether the statute, when read in

context, is susceptible to more than one reasonable

interpretation. . . . When a statute is not plain and

unambiguous, we also look for interpretive guidance

to the legislative history and circumstances surrounding

its enactment, to the legislative policy it was designed to

implement, and to its relationship to existing legislation

and common law principles governing the same general

subject matter . . . .’’ (Internal quotation marks omitted.) McCoy v. Commissioner of Public Safety, 300

Conn. 144, 150–51, 12 A.3d 948 (2011).

We begin with the relevant statutory text. General

Statutes § 42-110b provides in relevant part: ‘‘(a) No

person shall engage in unfair methods of competition

and unfair or deceptive acts or practices in the conduct

of any trade or commerce.

‘‘(b)It is the intent of the legislature that in construing

subsection (a) of this section, the commissioner and

the courts of this state shall be guided by interpretations

given by the Federal Trade Commission and the federal

courts to Section 5 (a)(1) of the Federal Trade Commission Act . . . as from time to time amended. . . .
‘‘(d) It is the intention of the legislature that this

chapter be remedial and be so construed.’’

General Statutes § 42-110g (a) provides in relevant

part: ‘‘Any person who suffers any ascertainable loss

of money or property, real or personal, as a result of

the use or employment of a method, act or practice

prohibited by section 42-110b, may bring an action in

the judicial district in which the plaintiff or defendant

resides or has his principal place of business or is doing

business, to recover actual damages. . . .’’ General

Statutes § 42-110a (3) defines the word ‘‘ ‘[p]erson’ ’’ as a

‘‘natural person, corporation, limited liability company,

trust, partnership, incorporated or unincorporated

association, and any other legal entity . . . .’’

The plain language of § 42-110b. clearly indicates that

an individual can be liable for a CUTPA violation. Section 42-110b (a) begins with the phrase ‘‘[n]o person

shall engage in unfair methods of competition . . . .’’

Further, part of the definition of person includes the

term ‘‘natural person . . . .’’ General Statutes § 42-110a

(3). Thus, the plain language of CUTPA provides for

the imposition of liability on a natural person.

The next question we consider is whether liability

under CUTPA may be extended to an individual who

engages in unfair or unscrupulous conduct on behalf

of a business entity. Section 42-110b directs us to look

to the federal courts’ interpretation of CUTPA’s federal

statutory counterpart, the Federal Trade Commission

Act (federal act), 15 U.S.C. § 41 et seq. (2006), when

determining the scope and meaning of CUTPA.10 Our

review of federal case law discloses that, the practice

of holding individuals responsible for wrongful acts

taken on behalf of business entities, is widespread and

well accepted in federal courts, as evidenced by judicial

decisions from several federal circuits. See POM Wonderful, LLC v. Federal TradeCommission, 777 F.3d 478,

498–99 (D.C. Cir. 2015); Federal Trade Commission v.

E.M.A. Nationwide, Inc., 767 F.3d 611, 636 (6th Cir.

2014); Federal Trade Commission v. IAB Marketing

Associates, L.P., 746 F.3d 1228, 1230–31 (11thCir. 2014);

Federal Trade Commission v. Ross, 743 F.3d 886, 892

(4th Cir.), cert. denied, U.S. , 135 S. Ct. 92, 190 L.

Ed. 2d 38 (2014); Federal Trade Commission v. Direct

Marketing Concepts, Inc., 624 F.3d 1, 12–13 (1st Cir.

2010); Federal Trade Commission v. Stefanchik, 559

F.3d 924, 931 (9th Cir. 2009); Federal Trade Commission v. Freecom Communications, Inc., 401 F.3d 1192,

1202–1203 (10th Cir. 2005); Federal Trade Commission

v. Amy Travel Service, Inc., 875 F.2d 564, 573 (7th Cir.

1989); see also Federal Trade Commission v. Instant

Response Systems, LLC, United States District Court,

Docket No. 13 Civ. 00976 (ILG), 2015 WL 1650914, *9

(E.D.N.Y. April 14, 2015); Federal Trade Commission

v. Millennium Telecard, Inc., United States District

Court, Docket No. 11-2479 (JLL), 2011 WL 2745963, *9
(D.N.J. 2011); Berglund v. Cynosure, Inc., 502 F. Supp.

2d 949, 956 (D. Minn. 2007); Federal Trade Commission

v. National Business Consultants, Inc., 781 F. Supp.

1136, 1152 (E.D. La. 1994).

The test used by the federal courts is uniformly stated,

but it is flexible and highly fact specific in application.

In order to hold an individual liable, a plaintiff, after

showing that an entity violated the federal act, must

prove that the individual either participated directly in

the entity’s deceptive or unfair acts or practices, or that

he or she had the authority to control them. See Federal

Trade Commission v. Amy Travel Service, Inc., supra,

875 F.2d 573. The plaintiff then must establish that the

individual had knowledge of the wrongdoing atissue.Id.

An individual’s status as controlling shareholder or

officer in a closely held corporation creates a presumption of the ability to control; Federal Trade Commission v. E.M.A. Nationwide, Inc., supra, 767 F.3d 636;

but is not necessarily dispositive in all cases. See, e.g.,

Federal Trade Commission v. Publishers Business Services, Inc., 540 Fed. Appx. 555, 558 (9th Cir. 2013)

(corporate title alone insufficient to establish individual

liability), cert. denied, U.S. , 134 S. Ct. 2724, 189

L. Ed. 2d 763 (2014). On the other hand, an employee

who is not an owner or officer may, under some circumstances, possess the requisite authority. See, e.g., Federal Trade Commission v. Bay Area Business Council,

Inc., 423 F.3d 627, 638 (7th Cir. 2005)(salaried employee

who handled corporate finances, transferred funds to

pay entities’ expenses and possessed signing authority

on corporate accounts ‘‘had ample authority to control’’

corporate defendants); Federal Trade Commission v.

Kitco of Nevada, Inc., 612 F. Supp. 1282, 1293 (D. Minn.

1985) (office manager individually liable under federal

act where own admissions and other evidence showed

he possessed and exercised authority to control company and knowingly engaged in its fraudulent practices). Authority to control may be established by

evidence of an individual’s conduct, such as his or her

‘‘active involvement in business affairs and [participation in] the making of company policy.’’ (Internal quotation marks omitted.) Federal Trade Commission v. IAB

Marketing Associates, L.P., supra, 746 F.3d 1233. Evidence that other employees of an entity deferred to the

individual also is relevant. See Federal Trade Commission v. Freecom Communications, Inc., supra, 401

F.3d 1205.

The knowledge requirement may be established with

evidence showing that the individual ‘‘had actual knowledge of [the entity’s] material misrepresentations, reckless indifference to the truth or falsity of such

misrepresentations, or an awareness of a high probability of fraud along with an intentional avoidance of the

truth.’’ (Internal quotation marks omitted.) Federal

Trade Commission v. Bay Area Business Council,Inc.,
supra, 423 F.3d 636. ‘‘An individual’s degree of participation in business affairs is probative of knowledge. . . .

[T]he [plaintiff] is not required to show that a defendant

intended to defraud consumers in order to hold that

individual personally liable.’’ (Citation omitted; emphasis in original; internal quotation marks omitted.) Federal Trade Commission v. Medical Billers Network,

Inc., 543 F. Supp. 2d 283, 320 (S.D.N.Y. 2008). A good

faith belief in the truth of a misrepresentation may,

however, preclude individual liability under the federal act.11

The requirements of this test will necessarily preclude certain types of liability under CUTPA, namely,

liability for merely negligent acts of an individual or

the negligent acts of another, subordinate person in

service to an entity. In order for any individual liability

to attach under CUTPA, someone must knowingly or

recklessly engage in unfair or unscrupulous acts, as

contemplated by the statute, in the conduct of a trade

or business.12

In the present case, there is no question that Silvestri

controlled the corporations involved and was actively

engaged in the business relationship with the Coutos.

Silvestri was the president and sole shareholder of

Joseph General, and the managing member and sole

owner of Landel. The trial court found that Silvestri

was rejected for certain financing because he already

owed the bank too much, but he told the Coutos,

untruthfully, that financing was unavailable because

they had reserved money through their loan commitment to purchase the property when construction was

completed. The trial court also found that Silvestri led

the Coutos to believe, inaccurately, that they would

forfeit a substantial deposit, thereby pressuring them to

agree to an unfavorable restructuring of the transaction.

The court further found that the Coutos were ‘‘clearly

entitled’’ to access the sewer line, but that Silvestri

‘‘wilfully prevented’’ them from accessing it after the

Coutos refused to make a payment that they did not in

fact owe. Finally, the court attributed the dumping of

construction debris on the Coutos’ property to Silvestri.

Applying the federal test, based on these findings,

Silvestri either directly participated in the wrongful conduct or, by virtue of his ownership, position and dayto-day involvement in Joseph General and Landel, had

the ability to control it. Moreover, given the character

of the actions at issue, Silvestri necessarily knew or

should have known of their wrongfulness. We are convinced, therefore, that the trial court properly found

Silvestri personally liable under CUTPA. Although federal decisions are not strictly controlling on this court,

we find the reasoning of those decisions persuasive and

use them as guidance as directed by the plain language

of the statute.

Our conclusion that individual liability may attach
under the circumstances of this case also supports the

remedial nature of the statute and the ultimate protection of the consumer. See General Statutes § 42-110b

(d) (legislature’s intent is that CUTPA be construed

as remedial).

We conclude, therefore, that the Appellate Court

properly affirmed the judgment of the trial court as to

Silvestri’s individual liability under CUTPA.

The judgment of the Appellate Court is reversed only

as to the claims of breach of contract and implied warranty against Silvestri in his individual capacity, and

the case is remanded to that court with direction to

reverse the judgment of the trial court on those claims

and to remand the case to the trial court with direction

to render judgment in favor of Silvestri. The judgment

of the Appellate Court is affirmed in all other respects.

In this opinion the other justices concurred.

1 We note that, although Joseph General Contracting, Inc., and Landel

Realty, LLC, are also appellants in the present appeal, those parties did not

file briefs or participate in oral argument. See Joseph General Contracting,

Inc. v. Couto, 144 Conn. App. 241, 245 n.8, 72 A.3d 413 (2013).

2 As we explain subsequently in this opinion, the present appeal involves

three distinct civil actions. In both the first and second actions, Joseph

General Contracting, Inc., is the plaintiff and John Couto and Jane Couto

are the defendants. In the third action, John Couto and Jane Couto are the

plaintiffs and Silvestri, Joseph General Contracting, Inc., and Landel Realty,

LLC, are the defendants. For the sake of clarity, we refer to these parties

by name.

3

Joseph General was to construct the home, while Landel owned the real

property on which it was constructed.

4 Specifically, when a question arose concerning financing for the project,

an agreement was signed on September 20, 2006, by the Coutos, Landel,

and Silvestri, individually. That agreement referenced the fact that the

Coutos, who were referred to as the ‘‘[b]uyers,’’ had entered into a construction loan with Chelsea Groton Savings Bank, and that Landel and Silvestri,

who were referred to as the ‘‘[s]ellers,’’ agreed to pay any interest due on

any construction draws and any insurance required. The Coutos agreed

to reimburse Landel and Silvestri, without interest, for the land interest

payments. One of the recital clauses to the contract read as follows:

‘‘[Whereas], the [b]uyers are negotiating a [c]onstruction [c]ontract with

Joseph General . . . .’’ On the same date, another agreement was signed

by theCoutos, Landel, and Silvestri, individually. This agreement was entitled

‘‘Escrow Agreement’’ and provided for $15,000 to be placed with an escrow

agent pending completion of a gate with security card system, confirmation

that the docking permits shall be issued and the installation of docks and

the remaining estate paving. The agreement refers to the Coutos as the

‘‘[b]uyers’’ and to Landel and Silvestri, individually, as the ‘‘[s]ellers.’’ The

first clause of this contract reads as follows: ‘‘Wherein [s]ellers desire to

convey the property listed above to the [b]uyers, and the [b]uyers desire to

obtain said property; and wherein [b]uyers and [s]ellers acknowledge that

certain work needs to be done in accordance with their purchase and sale

agreement.’’ On September 20, 2006, Landel conveyed lot 5 to the Coutos

for $880,000.

5 The following testimony by Jane Couto, which was given on direct

examination by counsel for Silvestri, suggests confusion even as to the

original parties to the contract.

‘‘Q . . . You understood at that time in July of 2006 that Joseph General

. . . would be performing the construction work at the property, correct? . . .

‘‘A. They were doing construction on the property.

‘‘The Court: They is who?

‘‘A. [Silvestri]—Landel—I don’t know who was in charge of what exactly

for the construction. Your Honor. I’m sorry.’’

This testimony was adduced despite the fact that the Coutos had signed

two previous contracts identifying Joseph General as the contractor and
had acknowledged in a separate agreement that they were negotiating with

Joseph General to perform the construction work on the property. At the

very least the testimony demonstrated the fact that there was no meeting

of the minds regarding changing the parties to the original contract if the

Coutos were not even aware of the party with whom they had initially

agreed to perform the work.

6 We note that rights and obligations may arise from acts of the parties,

usually their words, upon which a reasonable person would rely. See 1 E.

Farnsworth, Contracts (3d Ed. 2004) § 3.6, pp. 209–10. There is no evidence

in the present case to suggest, however, that there were any actions which

had been intended to change the original parties to the contract.

7 We note that we have previously held that the implied warranty cause

of action only exists if there is a breach of contract; it does not stand as a

separate cause of action. Therefore, in view of the fact that we have decided

that Silvestri was not personally liable under the contract, there is no liability

for breach of an implied warranty. See Borucki v. MacKenzie Bros. Co.,

125 Conn. 92, 96, 3 A.2d 224 (1938).

8 As part of his argument that he should not be held individually liable

underCUTPA, Silvestri contends thatthe trial court’s factualfindings relating

to each of the acts constituting a violation of CUTPA were clearly erroneous.

These claims are without merit. The trial court had adequate evidence upon

which to base its findings regarding CUTPA, such that we cannot hold that

those findings were clearly erroneous. Regarding the first act, at trial, a

bank representative testified that its loan commitment to the Coutos was

irrelevant to the bank’s decision. As to the second act, there was evidence

to support the finding that Silvestri inaccurately told the Coutos that, if they

did not agree to the restructured deal, they could lose $100,000 in deposits.

Regarding the third act, the trial court found that Silvestri’s conduct in

welding shut theCoutos sewer access was a ‘‘blatant attempt’’to force money

and, thus, an unscrupulous business practice. Silvestri virtually admitted this

fact on cross-examination by counsel for the Coutos. Specifically, Silvestri

was asked the following question: ‘‘So basically. . . you blocked the sewer

connection . . . in order to get [the] Couto[s] to pay Joseph General . . .

$50,000, correct?’’ Silvestri responded to this question by stating: ‘‘Yes.’’

Finally, regarding the fourth act, the subsequent contractor hired by the

Coutos testified that there were a significant number of objects buried where

the carriage house was to be built. It is a fair inference that the debris was

either dumped by Silvestri or by someone else at his direction.

9

In a subsequent case, the Appellate Court, citing Sturm and another

case involving a tort; see Ventres v. Goodspeed Airport, LLC, supra, 275

Conn. 105; held summarily that a corporate officer could be held individually

liable for a CUTPA violation based on fraudulent misrepresentations that

he had made in his corporate capacity. Cohen v. Roll-A-Cover, LLC, 131

Conn. App. 443, 468–69, 27 A.3d 1, cert. denied, 303 Conn. 915, 33 A.3d 739

(2011). The Appellate Court apparently assumed that a CUTPA claim is a tort

such that the common-law rule necessarily applied. The Appellate Court’s

opinion did not acknowledge our reservation of that question in Sturm,

which expressly indicated that the question of CUTPA liability in such

circumstances remained unresolved. Over the years, a number of trial court

decisions have held that a corporate owner or officer may be held individually liable for a CUTPA violation committed in his corporate capacity, without requiring satisfaction of the test for piercing the corporate veil. See,

e.g., Meneo v. Patrick, Superior Court, judicial district of Hartford, Docket

No. CV-06-5004523-S (March 23, 2007) (manager and sole member of limited

liability company may be held individually liable under CUTPA based on

conduct in which he personally participated); Pfeifer v. Legault & Son

Construction, Superior Court, judicial district of Tolland, Docket No. CV05-4002595-S (October 26, 2006) (stating that ‘‘ ‘a corporate officer or

employee who participates in an unfair or deceptive practice in the course

of conducting the business of his or her principal may be liable under

CUTPA, at least if the participation is knowing and intentional’ ’’), quoting

R. Langer et al., 12 Connecticut Practice Series: Unfair Trade Practices

(2003) § 6.7, pp. 427–28; Silber v. Carotenuto & Sons General Contractors,

Inc., Superior Court, judicial district of New Haven, Docket No. CV-98-

0416562-S (February 8, 2000) (corporate owner and officer may be liable

for corporate CUTPA violations in which he participated); Bardon Tool &

Mfg. Co. v. Torrington Co., Superior Court, judicial district of Hartford-New

Britain at New Britain, Docket No. CV-96-0473455-S (October 31, 1996)

(individual officers of corporation may be liable under CUTPA without

veil piercing); Sabo v. Automated Light Technologies, Inc., Superior Court,
judicial district of Waterbury, Docket No. 0110800 (June 3, 1994) (corporate

director may be held liable under CUTPA for tortious misrepresentations

he made on behalf of corporation); Vitano, Inc. v. Townline Associates,

Superior Court, judicial district of Ansonia-Milford, Docket No. CV-89-

028136-S (August 2, 1991) (corporate president liable under CUTPA for

fraudulent misrepresentations made in corporate capacity). At times, the

reasoning has been extended to corporate employees. See Wall v. Post

Publishing Co., Superior Court, judicial district of Ansonia-Milford, Docket

No. CV-91-037579-S (March 26, 1992) (employees may be personally liable

under CUTPA when they participate in, control or direct unfair acts or

practices of defendant corporation); see also Pabon v. Recko, 122 F. Supp.

2d 311, 313 (D. Conn. 2000) (employee of debt collection agency could be

held liable for CUTPA violation).

10 The federal act prohibits ‘‘[u]nfair methods of competition in or affecting

commerce, and unfair or deceptive acts or practices in or affecting commerce

. . . .’’ 15 U.S.C. § 45 (a) (1). It allows for government enforcement, but

unlike CUTPA, it does not create private causes of action. See Naylor v.

Case & McGrath, Inc., 585 F.2d 557, 561 (2d Cir. 1978).

11 We are also persuaded by the overwhelming number of sister state

decisions addressing causes of action under state unfair trade practices acts

that are in accord with our decision. See People v. Toomey, 157 Cal. App.

3d 1, 8, 203 Cal. Rptr. 642 (1984) (affirming finding of individual liability of

corporate officer where officer actively participated in misleading advertising and sales solicitations even after issuance of injunction); Hoang v.

Arbess, 80 P.3d 863, 868–69 (Colo. App. 2003) (finding liability for officer

of limited liability corporation where manager was ‘‘personally involved in

each step of the construction, chose the individual home sites, oversaw the

subcontractors, set policies and procedures forthe subcontractors to follow,

and visited the construction sites at least once a week’’), cert. denied,

Colorado Supreme Court, Docket No. 03SC338 (Colo. December 1, 2003);

Ayers v. Quillen, Docket No. 03C-02-004RFS, 2004 WL 1965866, *4 (Del.

Super. June 30, 2004) (‘‘[T]he definition of ‘any person’ is broad enough to

include an agent of a corporation who is responsible for consumer fraud

under the terms of the [the Delaware Consumer Fraud Act]. . . . However,

it is not enough that the officer, director, agent or other employee know of

the deception. Rather, [the officer] must be shown to have been actively

involved in the alleged violative activity.’’ [Internal quotation marks omitted.]); K.C. Leisure, Inc. v. Haber, 972 So. 2d 1069 (Fla. Dist. App. 2008)

(‘‘[A]n individual may be liable for corporate practices . . . once corporate

liability is established. In order to prove individual liability it is necessary

to show that an individual defendant actively participated in or had some

measure of control over the corporation’s deceptive practices.’’); People ex

rel. Hartigan v. All American Aluminum & Construction Co., 171 Ill. App.

3d 27, 33, 524 N.E.2d 1067 (1988)(holding officers, one of whom was controlling shareholder, were properly named as parties in action alleging violation

of Illinois unfair trade practices statute); State v. McKinney, 508 N.E.2d

1319, 1321–22 (Ind. App. 1987) (holding individual officer personally liable

for penalties and restitution under Indiana deceptive consumer sales act

where officer was the corporation’s sole employee, determined content of

mailings and advertisements, decided which supplies to use, took money

out of corporation account for personal use, and, although not attorney,

submitted appellate brief on behalf of corporation); Advanced Construction

Corp. v. Pilecki, 901 A.2d 189, 195 (Me. 2006) (‘‘[t]he individual liability

stems from participation in a wrongful act, and not from facts that must

be found in order to pierce the corporate veil’’); MaryCLE, LLC v. First

Choice Internet, Inc., 166 Md. App. 481, 528, 890 A.2d 818 (2006) (‘‘officers

and agents of a corporation or limited liability company may be held personally liable for [violations of Maryland Consumer Protection Act] when they

direct, participate in, or cooperate in the prohibited conduct’’); Community

Builders, Inc. v. Indian Motorcycle Associates, Inc., 44 Mass. App. 537, 560,

692 N.E.2d 964 (1993) (‘‘[i]t is settled that corporate officers may be held

liable under [Massachusetts consumer protection statute] for their personal

participation in conduct invoking its sanctions’’); Luckoski v. Allstate Ins.

Co., 5 N.E.3d 73, 85 (Ohio App. 2013) (‘‘in contracting with the [plaintiffs,

the contractor] personally took part in the commission of, or cooperated

and directly engaged in, violations of [the Ohio Consumer Sales Practices

Act] and he can be held liable for damages that resulted from his violations,

regardless of whether or not his actions were calculated to take advantage

ofthe [plaintiffs]’’[internal quotation marks omitted]);Berrett v. A.T. Masterpiece Homes at Broadsprings, LLC, 40 A.3d 145, 156 (Pa. Super. 2012)

(finding managing member’s deceptive acts exposed him to personal liability); Plowman v. Bagnal, 316 S.C. 283, 286, 450 S.E.2d 36 (1994) (‘‘directors
and officers are not liable for [a] corporation’s unfair trade practices unless

they personally commit, participate in, direct, or authorize the commission

of a violation of the [South Carolina Unfair Trade Practices Act]’’); Miller

v. Keyser, 90 S.W.3d 712, 716 (Tex. 2002) (‘‘[The agent] personally participated in the sale of every home sold to the homeowners. He personally

made the representations about the size of the lot and the location of the

fence. He is the only person with whom the homeowners had any contact.

Based on the plain language of the statute, [the agent] is liable for his own

[Texas Deceptive Trade Practices Act] violations.’’); Grayson v. Nordic

Construction Co., 92 Wn. 2d 548, 554, 599 P.2d 1271 (1979) (‘‘if a corporate

officer participates in wrongful conduct or with knowledge approves of

the conduct, then the officer, as well as the corporation, is liable for the

penalties’’); see also D. Belt, ‘‘Unresolved Issues Under the Unfair Trade

Practices Act,’’ 82 Conn. B. J. 389, 408 n.110 (2008); but see Unit Owner’s

Assn. of Summit Vista Lot 8 Condominium v. Miller, 141 N.H. 39, 44, 677

A.2d 138 (1996) (holding that New Hampshire consumer protection statute

‘‘does not contain a specific provision that allows individuals to be held

liable for the acts of the ‘corporate’ entity absent application of the veilpiercing doctrine’’).

12 As we have previously stated ‘‘in the absence of aggravating unscrupulous conduct, mere incompetence does not by itself mandate a trial court

to find a CUTPA violation.’’ Naples v. Keystone Building & Development

Corp., supra, 295 Conn. 229.