November 29, 2017
to, inter alia, enforce a foreign judgment, and for other
relief, brought to the Superior Court in the judicial
district of Fairfield, where the court, Hon. Richard P.
Gilardi, judge trial referee, granted the
plaintiff's application for a prejudgment remedy;
thereafter, the matter was transferred to the Superior Court
in the judicial district of Hartford, Complex Litigation
Docket, where the court, Miller, J., granted the
defendants' motion to dissolve the prejudgment remedy;
subsequently, the court, Miller, J., granted the
defendants' motion to dismiss and rendered judgment
thereon, from which the plaintiff appealed to this court.
Reversed; further proceedings.
Jillian McNeil, pro hac vice, with whom were Stefan Savic
and, on the brief, John G. Balestriere, pro hac vice, for the
B. Bowman, for the appellees (defendants).
DiPentima, C. J., and Bright and Bishop, Js.
DiPENTIMA, C. J.
plaintiff, ARC Capital, LLC, appeals from the judgment of the
trial court dismissing, for lack of subject matter
jurisdiction, this action against the defendants, Asia
Pacific Limited (Asia Pacific) and Aashish Kalra, to enforce
a judgment rendered in the Grand Court of the Cayman Islands
(Cayman court). On appeal, the plaintiff claims that the
court erred in concluding that the judgment the plaintiff
sought to enforce could be enforced only through chapter 15
of the United States Bankruptcy Code; see 11 U.S.C. §
1501 et seq. (2012); and, therefore, improperly dismissed the
action for lack of subject matter jurisdiction. We agree with
the plaintiff and reverse the judgment of the trial court.
of the following undisputed facts, as set forth by the United
States Court of Appeals for the Second Circuit in the related
case of Trikona Advisors Ltd. v. Chugh, 846 F.3d 22
(2017), is necessary for the resolution of this appeal.
"[Trikona Advisors Ltd. (TAL)] is an investment advisory
company. Its two beneficial owners, [Rakshitt] Chugh and
Aashish Kalra, formed the company in 2006 as a vehicle for
helping foreign investors invest in Indian real estate and
infrastructure. Each man held a  percent equity stake in
TAL through entities controlled by them. Chugh's shares
were owned by ARC Capital LLC . . . and Haida Investments . .
. and Kalra's shares were owned by Asia Pacific
Investments, Ltd.'' Id., 26. By 2009, the
relationship between Chugh and Kalra had deteriorated to the
point where they could no longer work together. Id.,
27. Eventually, TAL's board of directors voted to remove
Chugh as a director, leaving Kalra to treat TAL and its
assets as his own. Id.
February 13, 2012, ARC [Capital, LLC] and Haida
[Investments], which held Chugh's TAL shares and were
controlled by Chugh, filed a petition in the [Cayman court]
seeking to ‘wind up' TAL, a Cayman corporation. The
[petition] sought to liquidate the business and divide its
assets between Chugh and Kalra. Asia Pacific, which held
Kalra's TAL shares and was controlled by Kalra, opposed
Chugh's petition. . . . The Cayman court tried the
wind-up proceeding over seven days in January of 2013. At the
trial's conclusion, the court granted Chugh's
petition. It found that each of Chugh's allegations was
supported by evidence, and that these allegations taken
together supported a finding that it was just and equitable
to wind up TAL. It also rejected each of Kalra's
affirmative defenses, concluding that there was no merit
whatsoever in the allegations made against Mr. Chugh. Kalra
appealed from this judgment, first to the Court of Appeal of
the Cayman Islands, and then to the Judicial Committee of the
Privy Council in London. Both tribunals affirmed the
judgment.'' (Internal quotation marks omitted.)
plaintiff brought the present action against Asia
Pacific and Kalra,  seeking to domesticate and
enforce a subsequent costs order of the Cayman court.
According to the complaint and accompanying exhibits, on
February 7, 2013, the plaintiff and Haida applied to the
Cayman court for attorneys' fees and litigation expenses
incurred as petitioners in the winding up proceedings of TAL.
On February 14, 2013, the Cayman court issued a costs order
requiring that Asia Pacific reimburse the plaintiff and Haida
for their litigation expenses. On May 15, 2013, the Cayman
court issued a "default costs certificate''
setting the final amount payable to the plaintiff and Haida
at $760, 067.65. In this action, the plaintiff sought to
domesticate and enforce this order.
August 24, 2015, the court, Hon. Richard P. Gilardi,
judge trial referee, granted the plaintiff's application
for a prejudgment remedy and ordered a disclosure of assets
within two weeks of the date of the order. On August 27,
2015, the defendants filed an application to refer this case
to the Complex Litigation Docket. The plaintiff consented to
this referral and, on September 3, 2015, the court
transferred the case to the Complex Litigation Docket.
September 10, 2015, the defendants filed a motion to dissolve
and/or modify the ex parte prejudgment remedy entered by
Judge Gilardi and to dismiss the action in its entirety for
lack of subject matter jurisdiction. On September 24, 2015,
the court, Miller, J., dissolved the
prejudgment remedy. On May 31, 2016, the court,
Miller, J., granted the defendants'
motion to dismiss the action in its entirety for lack of
subject matter jurisdiction, concluding that "[t]he
foreign ‘judgment' which the plaintiff seeks to
enforce can only be enforced through chapter 15 of the United
States Bankruptcy Act. Moreover, the Cayman
‘Winding-Up' proceeding could never qualify, under
chapter 15, as a type of proceeding (main or nonmain) subject
to judicial review.'' The plaintiff then filed the
present appeal, in which it argues that the court erred in
dismissing this action for lack of subject matter
first set forth the applicable standard of review and general
principles of law. The standard of review for a court's
decision on a motion to dismiss [under Practice Book §
10-30] is well settled. A motion to dismiss tests, inter
alia, whether, on the face of the record, the court is
without jurisdiction. . . . [O]ur review of the court's
ultimate legal conclusion and resulting [determination] of
the motion to dismiss will be de novo. . . . When a . . .
court decides a jurisdictional question raised by a pretrial
motion to dismiss, it must consider the allegations of the
complaint in their most favorable light. . . . In this
regard, a court must take the facts to be those alleged in
the complaint, including those facts necessarily implied from
the allegations, construing them in a manner most favorable
to the pleader. . . . The motion to dismiss . . . admits all
facts which are well pleaded, invokes the existing record and
must be decided upon that alone. . . . In undertaking this
review, we are mindful of the well established notion that,
in determining whether a court has subject matter
jurisdiction, every presumption favoring jurisdiction should
be indulged.'' (Footnote omitted; internal quotation
marks omitted.) Cuozzo v. Orange, 315 Conn. 606,
614, 109 A.3d 903 (2015).
plaintiff argues that the court erred in holding that chapter
15 of the United States Bankruptcy Codeprevented it from
deciding this action for enforcement of a money judgment
between private Connecticut parties. According to the
plaintiff, a plain ...