Argued
October 10, 2018
Procedural
History
Action
seeking, inter alia, the enforcement of a foreign judgment,
brought to the Superior Court in the judicial district of
Stamford-Norwalk, where the case was transferred to the
Complex Litigation Docket; thereafter, the court,
Genuario, J., denied the plaintiff's
motion for summary judgment and the defendants' motion
for summary judgment, from which the plaintiff and the
defendants filed separate appeals to the Appellate Court,
Alvord, Bentivegna and Pellegrino,
Js., which affirmed the trial court's decision,
and the plaintiff and the defendants, on the granting of
certification, filed separate appeals with this court.
Affirmed.
Wesley
W. Horton, with whom were Karen L. Dowd and Wyatt R. Jansen,
and, on the brief, Michael S. Taylor, Charles W. Pieterse,
Thomas P. O'Connor, Richard M. Zaroff, pro hac vice, and
Ira S. Zaroff, pro hac vice, for the appellants in S.C. 20037
and appellees in S.C. 20038 (defendants).
David
G. Januszewski, with whom were Thomas D. Goldberg, and, on
the brief, Bryan J. Orticelli and Sheila C. Ramesh, pro hac
vice, for the appellee in S.C. 20037 and appellant in S.C.
20038 (plaintiff).
Robinson, C. J., and Palmer, McDonald, D'Auria, Mullins,
Kahn and Ecker, Js.
OPINION
PER
CURIAM.
These
interlocutory appeals require us to determine the preclusive
effect, if any, to give in the present action to the findings
and judgment rendered by the Queen's Bench Division of
the High Court of Justice of England and Wales (English
court) in a prior action (English action) brought by the
plaintiff, Deutsche Bank AG, against the named defendant,
Sebastian Holdings, Inc. (Sebastian). The English action,
tried to the bench in a judicial proceeding lasting
forty-five days, resulted ina$243, 023, 089 judgment, plus
interest, against Sebastian in November, 2013. Unable to
collect on its English judgment, the plaintiff commenced the
present action in Connecticut to enforce the English judgment
against Sebastian and the individual defendant, Alexander
Vik, who at all relevant times has been the sole shareholder
and sole director of Sebastian. In its Connecticut action,
the plaintiff seeks to pierce Sebastian's corporate veil
and hold Vik personally liable, as Sebastian's alter ego,
for his corporation's judgment debt. Each of the parties
claims an entitlement in the present case to a preclusive
effect that inures to their respective advantage as a result
of the final judgment rendered in the English action. The
present appeals arise out of the unsuccessful efforts of each
of the parties to persuade the trial court that this action
must be decided in its respective favor on the basis of the
alleged preclusive effect of the English judgment. The
Appellate Court agreed with the trial court that none of the
parties is entitled to the claimed preclusive effect.
Deutsche Bank AG v. Sebastian Holdings, Inc., 174
Conn.App. 573, 585-86, 166 A.3d 716 (2017). We affirm the
judgment of the Appellate Court.
A brief
overview of the facts and proceedings provides sufficient
background for present purposes. Sebastian, a corporation
organized under the laws of Turks and Caicos Islands, opened
a series of trading accounts with the plaintiff between 2006
and 2008. Numerous agreements were entered into between the
plaintiff and Sebastian with respect to these accounts,
including the ‘‘FX'' Prime Brokerage
Agreement, the ‘‘FX'' ISDA Master
Agreement, the Pledge Agreement dated November 28, 2006, and
the ‘‘Said Letter of Authority, '' among
others. As the global financial crisis unfolded in the autumn
of 2008, one or more of these accounts experienced massive
trading losses, and the plaintiff issued margin calls
totaling hundreds of millions of dollars. Vik caused payments
to be made covering some, but not all, of the
requiredamounts.Inearly2009, the plaintiff commenced the
English action against Sebastian to recover the balance of
its losses allegedly caused by Sebastian's failure to
honor its contractual agreements. Sebastian counter-claimed,
alleging that the plaintiff had mishandled the accounts to
Sebastian's financial detriment. The English action
terminated in a judgment awarding the plaintiff $243, 023,
089, plus interest, and rejecting all of Sebastian's
counterclaims.[1] Sebastian failed to pay any portion of the
judgment debt.
The
plaintiff commenced the present action on December 13, 2013,
to enforce the English judgment against Sebastian and Vik
personally.[2] The complaint contains two counts. The
first count seeks a judgment declaring that the plaintiff is
entitled to ‘‘pierce the corporate veil''
of Sebastian because Vik is Sebastian's alter ego and, as
such, is jointly and severally liable for all sums due under
the English action-an amount that now exceeds $325 million.
Count two seeks to enforce the English judgment against Vik
personally under the Uniform Foreign Money Judgments
Recognition Act, as adopted in Connecticut. See General
Statutes § 52-604 et seq. The parties filed cross
motions for summary judgment based on two very different
legal theories about the putative preclusive effect of the
English judgment. Sebastian and Vik argued that the doctrine
of res judicata barred the present action because the
plaintiff could have brought its veil piercing claim against
Vik and Sebastian as part of the English action, but failed
to do so. The plaintiff's motion for summary judgment was
predicated on the doctrine of collateral estoppel. The
plaintiff argued that the English court made certain
essential factual findings ‘‘definitively
establish[ing] . . . Vik as [Sebastian's] alter ego,
'' which were entitled to preclusive effect in the
present action.
The
trial court denied both motions for summary judgment and the
Appellate Court affirmed the interlocutory ruling of the
trial court.[3] See Deutsche Bank AG v. Sebastian
Holdings, Inc., supra, 174 Conn.App. 592. The Appellate
Court determined that the plaintiff's veil piercing claim
was not barred by the doctrine of res judicata because the
plaintiff ‘‘is not seeking to relitigate a claim
of contractual liability that previously was decided in the
English judgment'' but, rather, ‘‘to
enforce the unsatisfied English judgment against Vik under a
corporate veil piercing theory.'' Id., 585. The
Appellate Court aptly noted that requiring the plaintiff to
have pursued its veil piercing claim ‘‘in the
English action would produce an unjust result, as the
plaintiff would have been required to have anticipated that
Sebastian would refuse to satisfy the English
judgment.'' Id. As for the alleged
collateral estoppel effect of the English court's factual
findings regarding Vik's domination and control over
Sebastian, the Appellate Court held that those findings
‘‘were nonessential'' to the English
court's judgment because of the predicate finding that
the plaintiff had not ‘‘breach[ed] any duties it
owed to Sebastian . . . .'' Id., 589. The Appellate
Court also found that the factual findings made by the
English court in the postjudgment costs proceeding held
pursuant to § 51 of the Senior Courts Act; see footnote
1 of this opinion; were not entitled to preclusive effect
because the issues in the present action are
‘‘not identical to those issues that were before
the English court'' and ‘‘§ 51
proceedings do not afford the parties the same procedural
safeguards as the parties were afforded when they litigated
the underlying merits in the English action or that the
parties are afforded in the present case.''
Deutsche Bank AG v. Sebastian Holdings, Inc., supra,
590-91.
We
granted the parties' petitions for certification to
appeal from the judgment of the Appellate Court to determine
whether the plaintiff was entitled to summary judgment on the
basis of collateral estoppel or Sebastian and Vik were
entitled to summary judgment on the basis of res judicata.
See Deutsche Bank AG v. Sebastian Holdings, Inc.,
327 Conn. 966, 174 A.3d 192 (2017); Deutsche Bank AG v.
Sebastian Holdings, Inc., 327 Conn. 967, 173 A.3d 954
(2017).
After
carefully examining the record on appeal and considering the
briefs and arguments of the parties, we have concluded that
the judgment of the Appellate Court should be affirmed. The
Appellate Court's opinion sufficiently addresses the
certified questions, and there is no need for us to repeat
the discussion contained therein.[4] We therefore adopt the
Appellate Court's opinion as the proper statement of the
issues and the applicable law concerning those issues. See,
e.g., Brenmor Properties, LLC v. Planning & Zoning
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