identity rule in Connecticut

2023In Connecticut, courts recognize two theories under which the corporate veil may be pierced, namely, the instrumentality rule and the identity rule.8 See, e.g., Angelo Tomasso, Inc. v. Armor Construction & Paving, Inc., 187 Conn. 544 , 552–54, 447 A.2d 406 (1982).

2023In Connecticut, courts recognize two theories under which the corporate veil may be pierced, namely, the instrumentality rule and the identity rule.8 See, e.g., Angelo Tomasso, Inc. v. Armor Construction & Paving, Inc., 187 Conn. 544 , 552–54, 447 A.2d 406 (1982).

2019Nothing prevents a trial court from examining control along with other factors as a method by which to con- clude that certain aspects of the identity rule have been met. ‘‘[T]he identity rule primarily applies to prevent injustice in the situation where two corporate entities are, in reality, controlled as one enterprise . . . .’’ (Cita- tion omitted; emphasis added; internal quotation marks omitted.) Falcone v. Night Watchman, Inc., 11 Conn. App. 218, 221 , 526 A.2d 550 (1987). ‘‘No hard and fast rule . . . as to the conditions under which the entity may be disregarded can be stated as they

2019Nothing prevents a trial court from examining control along with other factors as a method by which to con- clude that certain aspects of the identity rule have been met. ‘‘[T]he identity rule primarily applies to prevent injustice in the situation where two corporate entities are, in reality, controlled as one enterprise . . . .’’ (Cita- tion omitted; emphasis added; internal quotation marks omitted.) Falcone v. Night Watchman, Inc., 11 Conn. App. 218, 221 , 526 A.2d 550 (1987). ‘‘No hard and fast rule . . . as to the conditions under which the entity may be disregarded can be stated as they

2001See Toshiba America Medical Systems v. Mobile Medical Systems , 53 Conn. App. 484 , 489 , 730 A.2d 1219 ; cert. denied, 249 Conn. 930 , 733 A.2d 851 (1999).

2001See Toshiba America Medical Systems v. Mobile Medical Systems , 53 Conn. App. 484 , 489 , 730 A.2d 1219 ; cert. denied, 249 Conn. 930 , 733 A.2d 851 (1999).

2019The identity rule, which this court has observed "complement[s] the instrumentality rule," has one prong, which requires the plaintiff to show "that there was such a unity of interest and ownership that the independence of the corporations had in effect ceased or had never begun, [in which case] an adherence to the fiction of separate identity would serve only to defeat justice and equity by permitting the economic entity to escape liability arising out of an operation conducted by one corporation for the benefit of the whole enterprise." (Internal quotation marks omitted.) Zaist v. Olsen , su

2019The identity rule, which this court has observed "complement[s] the instrumentality rule," has one prong, which requires the plaintiff to show "that there was such a unity of interest and ownership that the independence of the corporations had in effect ceased or had never begun, [in which case] an adherence to the fiction of separate identity would serve only to defeat justice and equity by permitting the economic entity to escape liability arising out of an operation conducted by one corporation for the benefit of the whole enterprise." (Internal quotation marks omitted.) Zaist v. Olsen , su

2023The identity rule, on the other hand, has been expressed as follows: If [the] plaintiff can show that there was such a unity of interest and owner- ship that the independence of the corporation had in effect ceased or had never begun, an adherence to the fiction of separate identity would serve only to defeat justice and equity by permitting the economic entity to escape liability arising out of an operation conducted by one corporation for the benefit of the whole enterprise.’’ (Citation omitted; emphasis omitted; inter- nal quotation marks omitted.) Saphir v. Neustadt, 177 Conn. 191, 210 , 4

2023The identity rule, on the other hand, has been expressed as follows: If [the] plaintiff can show that there was such a unity of interest and owner- ship that the independence of the corporation had in effect ceased or had never begun, an adherence to the fiction of separate identity would serve only to defeat justice and equity by permitting the economic entity to escape liability arising out of an operation conducted by one corporation for the benefit of the whole enterprise.’’ (Citation omitted; emphasis omitted; inter- nal quotation marks omitted.) Saphir v. Neustadt, 177 Conn. 191, 210 , 4

2007Klopp v. Thermal-Sash, Inc., 13 Conn. App. 87 , 89 n.3, 534 A.2d 907 (1987).

2007Klopp v. Thermal-Sash, Inc., 13 Conn. App. 87 , 89 n.3, 534 A.2d 907 (1987).

2026See, e.g., Morris v. Cee Dee, LLC, 90 Conn. App. 403 , 414–15, 877 A.2d 899 (defining two rules to set aside protec- tion of corporate form for limited liability companies), cert. granted in part, 275 Conn. 929 , 883 A.2d 1245 (2005) (appeal withdrawn March 13, 2006).

2026See, e.g., Morris v. Cee Dee, LLC, 90 Conn. App. 403 , 414–15, 877 A.2d 899 (defining two rules to set aside protec- tion of corporate form for limited liability companies), cert. granted in part, 275 Conn. 929 , 883 A.2d 1245 (2005) (appeal withdrawn March 13, 2006).

2026See, e.g., Morris v. Cee Dee, LLC, 90 Conn. App. 403 , 414–15, 877 A.2d 899 (defining two rules to set aside protec- tion of corporate form for limited liability companies), cert. granted in part, 275 Conn. 929 , 883 A.2d 1245 (2005) (appeal withdrawn March 13, 2006).

2019Morris v. Cee Dee, LLC, 90 Conn. App. 403, 414 , 877 A.2d 899 , cert. granted, 275 Conn. 929 , 883 A.2d 1245 (2005) (appeal withdrawn March 13, 2006). 8 The remaining prongs of the instrumentality rule, which are not impli- cated in this claim, are as follows: ‘‘(2) that such control must have been used by the defendant to commit fraud or wrong, to perpetrate the violation of a statutory or other positive legal duty, or a dishonest or unjust act in contravention of [the] plaintiff’s legal rights; and (3) that the aforesaid control and breach of duty must proximately cause the injury or unjust

2026See, e.g., Morris v. Cee Dee, LLC, 90 Conn. App. 403 , 414–15, 877 A.2d 899 (defining two rules to set aside protec- tion of corporate form for limited liability companies), cert. granted in part, 275 Conn. 929 , 883 A.2d 1245 (2005) (appeal withdrawn March 13, 2006).

2019Morris v. Cee Dee, LLC, 90 Conn. App. 403, 414 , 877 A.2d 899 , cert. granted, 275 Conn. 929 , 883 A.2d 1245 (2005) (appeal withdrawn March 13, 2006). 8 The remaining prongs of the instrumentality rule, which are not impli- cated in this claim, are as follows: ‘‘(2) that such control must have been used by the defendant to commit fraud or wrong, to perpetrate the violation of a statutory or other positive legal duty, or a dishonest or unjust act in contravention of [the] plaintiff’s legal rights; and (3) that the aforesaid control and breach of duty must proximately cause the injury or unjust

2019We are not persuaded. ‘‘It is well established that [t]he . . . determination of the proper legal standard in any given case is a question of law subject to our plenary review.’’ (Internal quotation marks omitted.) Mirjavadi v. Vakilzadeh, 310 Conn. 176 , 183, 74 A.3d 1278 (2013). ‘‘When determining whether piercing the corporate veil is proper, our Supreme Court has endorsed two tests: the instrumentality test and the identity test.’’7 (Internal quotation marks omitted.) KLM Industries, Inc. v. Tylutki, 75 Conn. App. 27, 32 , 815 A.2d 688 , cert. denied, 263 Conn. 916 , 821 A.2d 770 (2003).

2010Although the identity rule is applicable against individuals, as well as corporations; see, e.g., KLM Industries, Inc. v. Tylutki, 75 Conn. App. 27 , 33 n.3, 815 A.2d 688 , cert. denied, 263 Conn. 916 , 821 A.2d 770 (2003); and there is ample evidence linking Bourbeau’s financial affairs with those of Keystone, LLC, the plaintiffs again fail to point to evidence that declining to pierce the corporate veil would defeat justice by leaving them without compensation for the breach of the construction contract.

2019We are not persuaded. ‘‘It is well established that [t]he . . . determination of the proper legal standard in any given case is a question of law subject to our plenary review.’’ (Internal quotation marks omitted.) Mirjavadi v. Vakilzadeh, 310 Conn. 176 , 183, 74 A.3d 1278 (2013). ‘‘When determining whether piercing the corporate veil is proper, our Supreme Court has endorsed two tests: the instrumentality test and the identity test.’’7 (Internal quotation marks omitted.) KLM Industries, Inc. v. Tylutki, 75 Conn. App. 27, 32 , 815 A.2d 688 , cert. denied, 263 Conn. 916 , 821 A.2d 770 (2003).

2010Although the identity rule is applicable against individuals, as well as corporations; see, e.g., KLM Industries, Inc. v. Tylutki, 75 Conn. App. 27 , 33 n.3, 815 A.2d 688 , cert. denied, 263 Conn. 916 , 821 A.2d 770 (2003); and there is ample evidence linking Bourbeau’s financial affairs with those of Keystone, LLC, the plaintiffs again fail to point to evidence that declining to pierce the corporate veil would defeat justice by leaving them without compensation for the breach of the construction contract.

2019We are not persuaded. ‘‘It is well established that [t]he . . . determination of the proper legal standard in any given case is a question of law subject to our plenary review.’’ (Internal quotation marks omitted.) Mirjavadi v. Vakilzadeh, 310 Conn. 176 , 183, 74 A.3d 1278 (2013). ‘‘When determining whether piercing the corporate veil is proper, our Supreme Court has endorsed two tests: the instrumentality test and the identity test.’’7 (Internal quotation marks omitted.) KLM Industries, Inc. v. Tylutki, 75 Conn. App. 27, 32 , 815 A.2d 688 , cert. denied, 263 Conn. 916 , 821 A.2d 770 (2003).

2019We are not persuaded. ‘‘It is well established that [t]he . . . determination of the proper legal standard in any given case is a question of law subject to our plenary review.’’ (Internal quotation marks omitted.) Mirjavadi v. Vakilzadeh, 310 Conn. 176 , 183, 74 A.3d 1278 (2013). ‘‘When determining whether piercing the corporate veil is proper, our Supreme Court has endorsed two tests: the instrumentality test and the identity test.’’7 (Internal quotation marks omitted.) KLM Industries, Inc. v. Tylutki, 75 Conn. App. 27, 32 , 815 A.2d 688 , cert. denied, 263 Conn. 916 , 821 A.2d 770 (2003).

1997The identity rule has been stated as follows: "`If plaintiff can show that there was such a unity of interest and ownership that the independence of the corporations had in effect ceased or had never begun, an adherence to the fiction of separate identity would serve only to defeat justice and equity by permitting the CT Page 10423 economic entity to escape liability arising out of an operation conducted by one corporation for the benefit of the whole enterprise.' Mull v. Colt Co., 31 F.R.D. 154 , 163 (S.D.N Y [1962]); Walkovsky v. Carlton, 24 App.Div.2d 582 , 583 , 262 N.Y.S.2d 334 [1965]." Z

1994The identity rule has been stated as follows: `If plaintiff can show that there was such a unity of interest and ownership that the independence of the corporations had in effect ceased or had never begun, an adherence to the fiction of separate identity would serve only to defeat justice and equity by permitting the economic entity to escape liability arising out of an operation conducted by one corporation for the benefit of the whole enterprise.' Mull v. Colt Co., 31 F.R.D. 154 , 163 (S.D.N.Y. [1962]); Walkovsky v. Carlton, 24 App.Div.2d 582 , 583 , 262 N.Y.S.2d 334 [1965].' Zaist v. Olson,

2022The identity rule has been stated as follows: If [the] plaintiff can show that there was such a unity of interest and ownership that the independence of the corporations had in effect ceased or had never begun, an adherence to the fiction of separate identity would serve only to defeat justice and equity by permitting the economic entity to escape liability arising out of an operation conducted by one corporation for the benefit of the whole enterprise.’’ (Internal quotation marks omitted.) Id.; see also Hersey v. Lonrho, Inc., 73 Conn. App. 78, 87 , 807 A.2d 1009 (2002).

2022The identity rule has been stated as follows: If [the] plaintiff can show that there was such a unity of interest and ownership that the independence of the corporations had in effect ceased or had never begun, an adherence to the fiction of separate identity would serve only to defeat justice and equity by permitting the economic entity to escape liability arising out of an operation conducted by one corporation for the benefit of the whole enterprise.’’ (Internal quotation marks omitted.) Id.; see also Hersey v. Lonrho, Inc., 73 Conn. App. 78, 87 , 807 A.2d 1009 (2002).

2001See Toshiba America Medical Systems v. Mobile Medical Systems , 53 Conn. App. 484 , 489 , 730 A.2d 1219 ; cert. denied, 249 Conn. 930 , 733 A.2d 851 (1999).

2001See Toshiba America Medical Systems v. Mobile Medical Systems, 53 Conn. App. 484 , 489 , 730 A.2d 1219 , cert. denied, 249 Conn. 930 , 733 A.2d 851 (1999).

2001See Toshiba America Medical Systems v. Mobile Medical Systems , 53 Conn. App. 484 , 489 , 730 A.2d 1219 ; cert. denied, 249 Conn. 930 , 733 A.2d 851 (1999).

2001See Toshiba America Medical Systems v. Mobile Medical Systems, 53 Conn. App. 484 , 489 , 730 A.2d 1219 , cert. denied, 249 Conn. 930 , 733 A.2d 851 (1999).

2021See Cohen v. Meyers, 175 Conn. App. 519, 541 , 167 A.3d 1157 , cert. denied, 327 Conn. 973 , 174 A.3d 194 (2017).

2021See Cohen v. Meyers, 175 Conn. App. 519, 541 , 167 A.3d 1157 , cert. denied, 327 Conn. 973 , 174 A.3d 194 (2017).

2021See Cohen v. Meyers, 175 Conn. App. 519, 541 , 167 A.3d 1157 , cert. denied, 327 Conn. 973 , 174 A.3d 194 (2017).

2021See Cohen v. Meyers, 175 Conn. App. 519, 541 , 167 A.3d 1157 , cert. denied, 327 Conn. 973 , 174 A.3d 194 (2017).

2019See Nutmeg Housing Development Corp. v. Colchester, 324 Conn. 1 , 13 n.4, 151 A.3d 358 (2016) (declining to review on appeal claim not alleged in complaint and raised for first time on appeal).

2019See Nutmeg Housing Development Corp. v. Colchester, 324 Conn. 1 , 13 n.4, 151 A.3d 358 (2016) (declining to review on appeal claim not alleged in complaint and raised for first time on appeal).

2018See State v. Collins , 299 Conn. 567 , 584 n.17, 10 A.3d 1005 (citing cases that "have concluded that, in the context of uncharged misconduct, a defendant's use of the same gun to commit the charged offense constitutes a 'signature' for purposes of the identity exception"), cert. denied, 565 U.S. 908 , 132 S.Ct. 314 , 181 L.Ed. 2d 193 (2011).

2018See State v. Collins , 299 Conn. 567 , 584 n.17, 10 A.3d 1005 (citing cases that "have concluded that, in the context of uncharged misconduct, a defendant's use of the same gun to commit the charged offense constitutes a 'signature' for purposes of the identity exception"), cert. denied, 565 U.S. 908 , 132 S.Ct. 314 , 181 L.Ed. 2d 193 (2011).

2018See State v. Collins , 299 Conn. 567 , 584 n.17, 10 A.3d 1005 (citing cases that "have concluded that, in the context of uncharged misconduct, a defendant's use of the same gun to commit the charged offense constitutes a 'signature' for purposes of the identity exception"), cert. denied, 565 U.S. 908 , 132 S.Ct. 314 , 181 L.Ed. 2d 193 (2011).

2018See State v. Collins , 299 Conn. 567 , 584 n.17, 10 A.3d 1005 (citing cases that "have concluded that, in the context of uncharged misconduct, a defendant's use of the same gun to commit the charged offense constitutes a 'signature' for purposes of the identity exception"), cert. denied, 565 U.S. 908 , 132 S.Ct. 314 , 181 L.Ed. 2d 193 (2011).

2018See State v. Collins , 299 Conn. 567 , 584 n.17, 10 A.3d 1005 (citing cases that "have concluded that, in the context of uncharged misconduct, a defendant's use of the same gun to commit the charged offense constitutes a 'signature' for purposes of the identity exception"), cert. denied, 565 U.S. 908 , 132 S.Ct. 314 , 181 L.Ed. 2d 193 (2011).