J & G Realty, LLC v. Capone

Opinion

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J & G REALTY, LLC, ET AL. v.

BRIDJAY CAPONE

(AC 47658) Clark, Wilson and Sheldon, Js.*

Syllabus

The plaintiff limited liability companies (LLCs), including J Co., appealed from the trial court’s judgment for the defendant in their action seeking an order expelling the defendant from her membership interest in the LLCs. They claimed, inter alia, that the court erred by holding that the defendant’s petition to dissolve the LLCs, brought in a previous action in 2012, did not constitute an act of dissociation pursuant to the statute ((Rev. to 2017) § 34-180 (a) (4) (D)) governing events of dissociation in an LLC. Held:

The trial court properly found that the defendant’s earlier petition to dissolve the plaintiff LLCs was not an event of dissociation pursuant to § 34-180 (a) (4) (D), as the phrase “seeking for himself” in § 34-180 (a) (4) (D) refers to an action taken by an entity member of an LLC to petition for dissolution that affects the entity member itself, not to an action in which the member that filed the petition is an individual.

The trial court’s finding that the defendant signed a commercial lease agreement as a witness and not as an unauthorized signatory of J Co. was not clearly erroneous, as the court reasonably could have found, on the basis of the evidence before it, specifically, a copy of the signed lease, that the defendant’s single signature, which appears on a line absent organizational affiliation and that is separate and distinct from the signature lines associated with the parties to the lease, was affixed to the lease by the defendant in her capacity as a witness, and, because she was not a manager of J Co., she had no authority to bind J Co. to a lease.

Argued September 2, 2025—officially released September 15, 2026

Procedural History

Action seeking an order expelling the defendant as a member of the plaintiff limited liability companies, brought to the Superior Court in the judicial district of Stamford-Norwalk and tried to the court, Hon. Kevin Tierney, judge trial referee; judgment for the

*

The listing of judges reflects their seniority status on this court as of the date of oral argument.

defendant, from which the plaintiffs appealed to this court. Affirmed.

Peter J. Zarella, with whom was Jessica D. Bowman, for the appellants (plaintiffs).

Peter V. Lathouris, with whom, on the brief, was Elizabeth Nesheiwat, for the appellee (defendant).

Opinion

WILSON, J. This appeal arises from a protracted history of litigation concerning certain commercial real property and businesses in Stamford. In this action, the plaintiffs, J & G Realty, LLC, 24 Ardmore Street, LLC, and 305 West Avenue, LLC,1 appeal from the judgment of the trial court rendered in favor of the defendant, Bridjay Capone (Bridjay), claiming that the court erred in (1) concluding that Bridjay’s petition to dissolve the plaintiff limited liability companies (LLCs) as part of the parties’ litigation in 2012 failed to trigger the dissociation statute, General Statutes (Rev. to 2017) § 34-180,2 and (2) finding that Bridjay signed a commercial lease agreement as a witness as opposed to as a purported 1 We refer to J & G Realty, LLC, 24 Ardmore Street, LLC, and 305 West Avenue, LLC, collectively as the LLCs and individually by name when appropriate.

2 All references herein to § 34-180 are to the 2017 revision. We note that the events underlying this case occurred over the course of several years; we use the 2017 revision in the interest of simplicity. Section 34-180 was repealed effective July 1, 2017. See Public Acts 2016, No. 16-97, § 110. Pursuant to General Statues § 34-243w, however, § 34-180 remains the applicable law for the purposes of our analysis. The parties do not dispute the applicability of § 34-243w to the present appeal.

General Statutes § 34-243w provides in relevant part that “[t]he repeal of section . . . 34-180 . . . by sections 110 and 111 of public act 16-97 do not affect: (1) [t]he operation of the statute or any action taken under it before its repeal; (2) any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal; (3) any violation of the statute, or any penalty, forfeiture or punishment incurred because of the violation, before its repeal; or (4) any proceeding, reorganization or dissolution commenced under the statute before its repeal, and the proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been repealed.”

signatory on behalf of J & G Realty, LLC. We disagree and, accordingly, affirm the judgment of the trial court.

The following facts that pertain to the present appeal, as set forth in this court’s decision in a prior related appeal; Bongiorno v. J & G Realty, LLC, 211 Conn. App. 311, 272 A.3d 700 (2022); are necessary for our resolution of the issues on appeal.3 “The businesses at issue grew out of a partnership initiated between now deceased brothers George Bongiorno (George) and John Bongiorno when they opened Bongiorno Supermarket in Stamford in 1957. The brothers later purchased commercial properties and established a retail gas station, a car wash, a liquor store, and other businesses near the supermarket (Bongiorno businesses).

“John Bongiorno had no children and allegedly agreed that, on his death, he would leave his interests in the Bongiorno businesses in equal shares to George’s children : [Frank R. Bongiorno] (Frank)], John A. Bongiorno, Bridjay, and Michele B. Nizzardo [(Michele)]. John Bongiorno died in 2003, but did not leave his interests in the Bongiorno businesses to George’s children. George, however, negotiated an agreement pursuant to which . . . the estate of John Bongiorno assigned a 12.5 percent membership interest in J & G Realty, LLC, to each of George’s children. At the time of the agreement, J & G Realty, LLC, held title to real property that subsequently was owned by 305 West Avenue, LLC, and 24 Ardmore Street, LLC, businesses that were founded in 2004, following John Bongiorno’s death. The agreement further provided that the estate of John Bongiorno would transfer 12.5 percent of the shares in those two properties to each of George’s four children. Thereafter, George also transferred his 50 percent interest in 305 West Avenue, 3 In Bongiorno, the original plaintiffs were George Bongiorno (George), Marie Bongiorno, and Bridjay. George withdrew from the litigation in 2013. The defendants were the three LLCs and the comanagers of these LLCs, George’s son, Frank R. Bongiorno, and Maurice Nizzardo, the husband of George’s daughter, Michele B. Nizzardo. Bongiorno v. J & G Realty, LLC, supra, 211 Conn. App. 315–17. For convenience, in this opinion, we retain the designation of the parties set forth in that opinion.

LLC, and 24 Ardmore Street, LLC, in equal shares to his four children. On January 22, 2012, George transferred his 50 percent interest in J & G Realty, LLC, in equal shares to his four children. Consequently, each of George’s four children held a 25 percent interest in each of the three LLCs.” Id., 314–15.

In June 2012, George, Marie Bongiorno (Marie), George’s wife and the mother of his four children, and Bridjay commenced litigation (2012 litigation), seeking , inter alia, dissolution and winding up of the three LLCs. Id., 315. George withdrew from the litigation the following year. Id. “In 2013, the defendants filed a motion to dismiss Marie’s claims for lack of subject matter jurisdiction, claiming that Marie did not have an ownership interest in any of the . . . entities she claimed to be a member of and, thus, lacked standing to bring the action.”4 (Footnote omitted.) Id., 315–16. The court, Truglia, J., granted the motion. Id., 316. The court, Hon. Kevin Tierney, judge trial referee, subsequently granted Bridjay’s motion to cite in Marie as a plaintiff and for Bridjay to amend her complaint accordingly.5 Id. The operative complaint, filed July 5, 2018, contained “seventy-two counts, alleging claims of oppression of a minority member/shareholder interest, breach of fiduciary duty, fraud, unjust enrichment, statutory theft, and violation of the Connecticut Unfair Trade Practices Act (CUTPA), General Statutes § 42-110a et seq. Bridjay 4 “In the original complaint, Marie alleged that she was or had the right to be a member of certain defendant entities, either directly or by virtue of a durable power of attorney executed in her favor by George in 2010, and she sought to wind up and dissolve those entities. . . . The trial court, Truglia, J., granted the motion to dismiss after determining that George’s purported assignment of his interests in these entities was ineffective and that Marie had not demonstrated a specific, personal or legal interest in any of the entities that would enable her to bring an action for dissolution and winding up.” (Internal quotation marks omitted .) Bongiorno v. J & G Realty, LLC, supra, 211 Conn. App. 315–16.

5 “In the amended complaint, Marie alleged that she had, inter alia, an economic interest in J & G Realty, LLC, Bongiorno Brothers, and Bongiorno Gas Island, LLC.” (Footnote omitted.) Bongiorno v. J & G Realty, LLC, supra, 211 Conn. App. 316.

also sought the dissolution of the three LLCs.” (Footnote omitted.) Id., 316–17.

The case underlying the prior appeal was tried to the court, Hon. Kevin Tierney, judge trial referee, over eighteen days between May 31 and July 24, 2018. Id., 317. “In their posttrial brief, the plaintiffs claimed that they had identified eight separate suspicious transactions , which included (1) awarding management fees to the individual defendants, (2) paying the legal fees of other businesses and members, (3) paying real estate commissions to the individual defendants, (4) failing to pay distributions despite showing impressive profits, (5) failing to collect rents from M & F Car Wash, LLC, another entity managed by the individual defendants, and Bongiorno Gas Island, LLC, (6) failing to collect loans due from Bongiorno Brothers, (7) failing to give Bridjay access to the books and records of the businesses, and (8) failing to disclose George’s transfer of membership interests to his children. On March 12, 2019, the court issued a 107 page memorandum of decision, rejecting each of the plaintiffs’ allegations of suspicious transactions and finding the issues on all counts, count one through and including count seventy-two, in favor of all of the defendants . . . .” (Internal quotation marks omitted.) Id.

“With respect to Bridjay’s claims, the court determined that she lacked standing in her individual capacity to maintain claims of breach of fiduciary duty with respect to all of the alleged suspicious transactions, except for her claim that the individual defendants had failed to provide her with access to the books and records of the three LLCs. The court found that none of the injuries Bridjay allegedly sustained was separate and distinct from those suffered by other members of the three LLCs, and such claims could be asserted only in a derivative action. Bridjay, therefore, had standing only to maintain her breach of fiduciary duty claim with respect to the individual defendants’ alleged failure to provide her access to the books and records of the businesses. The court found that Bridjay had failed to demonstrate that Frank and [Maurice A. Nizzardo (Maurice), Michele’s husband] had engaged in any act of fraud or self-dealing or had a conflict of interest and that neither individual defendant had violated his fiduciary duty. The court, therefore, rendered judgment in favor of the defendants.” (Internal quotation marks omitted.) Id., 319.

“[I]n counts seventy through seventy-two [of the operative complaint], Bridjay requested that the three LLCs be dissolved and wound up and that all of their assets be distributed to the rightful owners. The ground for this requested relief was, inter alia, oppressive conduct pursuant to General Statutes (Rev. to 2017) §§ 34-207 and 34-208 (a) (2) and General Statutes § 34-267 (a) (5).” (Footnote omitted.) Id., 328. “In its memorandum of decision, the court noted that, as a member of the three LLCs, Bridjay had standing to seek the dissolution and winding up of the three LLCs.” Id., 330. However, finding that Bridjay had failed to sustain her burden of proof as to her factual allegations and her claim of mismanagement, the court rejected Bridjay’s request for the dissolution and winding up of the LLCs. Id., 331. Thereafter, Marie and Bridjay filed separate appeals to this court. Id., 313–14.

On appeal, Bridjay (1) claimed that the trial court erred by failing to shift the burden to Frank and Maurice to prove good faith and fair dealing on her breach of fiduciary duty claims and (2) requested that this court exercise its supervisory authority to reverse the judgment of the trial court as to her claims of oppression of a minority member and her claims for the dissolution and winding up of the three LLCs. Id., 325–27. Specific to Bridjay’s breach of fiduciary duty claims, this court first recognized that, “once the trial court determined that Bridjay lacked standing to bring her claims of breach of fiduciary duty in an individual capacity, the court should have dismissed those claims rather than address them on the merits.” Id., 326. Further, Bridjay did not appeal from the court’s conclusion that she did not have standing to sue in her individual capacity; thus, this court determined that it could not afford her any practical relief and concluded that her appeal as to her claims of breach of fiduciary duty was moot. Id. This court declined to exercise its supervisory authority and affirmed the judgment of the trial court specific to Bridjay’s claims in all other respects. Id., 327.

The following additional facts and procedural history are relevant to our evaluation of the claims raised by the LLCs in the present appeal. On May 8, 2019, the LLCs commenced the present action seeking an order of dissociation of Bridjay for her twenty-five percent interest in the LLCs. The LLCs alleged, inter alia, that (1) as part of the 2012 litigation, Bridjay sought the appointment of a receiver and/or dissolution of the LLCs, and thereby committed an act of member dissociation pursuant to § 34-180; and (2) Bridjay engaged in the fraudulent creation of a lease by acting as an agent for J & G Realty, LLC, which adversely affected J & G Realty, LLC, and thereby committed an act of member dissociation pursuant to General Statutes § 34-263a (5) (A), (B) and (C).6 A court trial took place on November 14, 2023. On May 1, 2024, the court, Hon. Kevin Tierney, judge trial referee, issued a memorandum of decision summarily rejecting each of the LLCs’ claims and finding in favor of Bridjay. In response to the LLCs’ claim that Bridjay’s petition for dissolution, winding up, and distribution of the LLCs’ assets as part of the 2012 litigation constituted an act of dissociation pursuant to § 34-180, the court determined that “[t]he underlying litigation and its claims for relief clearly demonstrate that [Bridjay] intended by that underlying litigation to terminate all three LLCs and distribute the proceeds to each member according to their respective shares. She did not seek the 6 The LLCs also alleged that Bridjay failed to declare income distributions from each of the three LLCs as reported on the K-1 forms provided to her and thereby committed an act of member dissociation pursuant to § 34-263a (5) (B). On appeal, the LLCs do not claim that Bridjay’s failure to declare income distributions from the three LLCs, as reported on the respective K-1 forms, constituted an event of dissociation pursuant to § 34-263a (5) (B).

dissolution relief solely ‘for herself.’ ” With respect to the LLCs’ claim that Bridjay engaged in the fraudulent creation of a lease acting for J & G Realty, LLC, the court found that “[Bridjay’s] signature was that of a witness to a lease of real property for more than one year. She did not sign on behalf of J & G Realty, LLC.” The LLCs then filed the present appeal. Additional facts and procedural history will be set forth herein as necessary.

I

The LLCs first claim that the trial court erred by holding that Bridjay’s petition to dissolve the LLCs in the 2012 litigation did not constitute an event of dissociation under § 34-180 (a) (4) (D).7 Section 34-180 (a) provides in relevant part that a person ceases to be a member of an LLC when “(4) unless otherwise provided in writing in the operating agreement or by written consent of all members at the time, the member . . . (D) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation . . . .” (Emphasis added.) Although we disagree with the court’s interpretation of the phrase, “seeking for himself” within § 34-180 (a) (4) (D) as referring to an action taken by an individual member for the member ’s exclusive benefit and instead interpret the phrase as referring to an action taken by an entity member that affects the entity member itself, we nonetheless affirm its judgment because we agree with the court’s determination that the defendant’s petition to dissolve the plaintiffs in the 2012 litigation was not an event of dissociation under § 34-180.8 7 We note that the LLCs rely solely on § 34-180 (a) (4) (D) in support of their claim that Bridjay’s petition for dissolution was an act of dissociation and make no claim that that Bridjay’s petition for dissolution was an act of dissociation pursuant to the LLCs’ respective operating agreements.

8 “[I]t is axiomatic that [an appellate court] may affirm a proper result of the trial court for a different reason.” (Internal quotation marks omitted.) Rubin v. Brodie, 228 Conn. App. 617, 657, 325 A.3d 1096 (2024); see also Helvering v. Gowran, 302 U.S. 238, 245, 58 S. Ct. 154,

We begin with our standard of review and the relevant legal principles that govern our analysis. “[I]ssues of statutory interpretation constitute questions of law over which the court’s review is plenary. . . . When construing a statute, [the court’s] 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 .” (Internal quotation marks omitted.) National Bank Trust v. Yurov, 223 Conn. App. 637, 643, 309 A.3d 1259, cert. denied, 348 Conn. 961, 312 A.3d 37 (2024).

“The test to determine ambiguity is whether the statute , when read in context, is susceptible to more than one reasonable interpretation. . . . Only if we determine that the text of the statute is not plain and unambiguous may we look to extratextual evidence of its meaning, such as the legislative history and circumstances surrounding its enactment . . . [and] the legislative policy it was designed to implement. . . . In addition, we may also turn for interpretive guidance to legislation in other states and jurisdictions which pertains to the same subject matter, persons, things, or relations . . . .” (Citations omitted; internal quotation marks omitted.) Commission on Human Rights & Opportunities v. Echo Hose 82 L. Ed. 224 (1937) (“the rule is settled that, if the decision below is correct, it must be affirmed, although the lower court relied upon a wrong ground or gave a wrong reason”); Dorfman v. Liberty Mutual Fire Ins. Co., 227 Conn. App. 347, 425, 322 A.3d 331 (2024) (same), cert. denied, 351 Conn. 907, 330 A.3d 881 (2025), and cert. denied, 351 Conn. 907, 330 A.3d 882 (2025).

Ambulance, 156 Conn. App. 239, 246–47, 113 A.3d 463 (2015), aff’d, 322 Conn. 154, 140 A.3d 190 (2016).

The LLCs contend that the court improperly construed § 34-180 (a) (4) (D) by prefacing the phrase “seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation” with the word “solely,” a word that does not appear in the statute. The LLCs contend that the reference to “seeking for himself” in § 34-180 (a) (4) (D) refers to the possible scenario of a natural person, as a member of an LLC, filing a petition for dissolution on behalf of the LLC, and argue that application of that phrase to Bridjay does not make sense syntactically because natural persons cannot reorganize, liquidate, or dissolve themselves. In response, Bridjay contends that § 34-180 “clearly purports to expel ‘persons ’ that petition for relief for themselves.” (Emphasis in original.) She notes that “person” as defined in General Statutes (Rev. to 2017) § 34-101 (23) includes “a corporation or any other legal or commercial entity,”9 and contends that, by bringing the 2012 litigation, she was not seeking to dissolve herself but, rather, was seeking dissolution of the various LLC entities, which she was entitled to do as a member of a manager-managed LLC. The phrase, “seeking for himself,” within § 34-180 (a) (4) (D) is ambiguous, particularly with respect to whether the petition for dissolution must affect the LLC or the member and also with respect to which member type or types the provision applies. The statute’s relationship to other statutes does not resolve the ambiguity. Thus, under § 1-2z, we turn to extratextual evidence to determine the meaning of the statute. We begin by briefly reviewing the statutory genealogy of § 34-180. “Connecticut first recognized the [LLC] structure in 1993 when our legislature enacted the [Connecticut Limited Liability Company Act (CLLCA)], a 9 General Statutes (Rev. to 2017) § 34-101 (23) defines “person” as “an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal or commercial entity.”

statutory scheme it modeled after the Prototype Limited Liability Company Act (Prototype Act).” Saunders v. Briner, 334 Conn. 135, 157–58, 221 A.3d 1 (2019); see also Scarfo v. Snow, 168 Conn. App. 482, 500 n.9, 146 A.3d 1006 (2016) (noting Connecticut’s LLC statutory provisions were modeled after Prototype Act).10 The American Bar Association’s Committee on LLCs, Partnerships , and Unincorporated Entities first published the Prototype Act in November 1992, and, in 2011, the Prototype Act was revised. See “Revised Prototype Limited Liability Company Act,” 67 Bus. J. 117, 117 (2011). Two years later, in 1994, the National Conference on Commissioners on Uniform State Laws adopted for the first time its own Uniform Limited Liability Company Act (ULLCA). Id. By the end of 1996, all fifty states and the District of Columbia had adopted an LLC statutory scheme, many with the Prototype Act or the ULLCA as a drafting base. Id., 117–18. We observe, consequently, that statutory language regarding events of member dissociation is nearly identical across states’ earliest LLC statutory schemes. In light of this common statutory language, as well as the fact that Connecticut courts have not interpreted the statutory language at issue, it is appropriate that we examine well reasoned and relevant case law of other state and federal courts interpreting statutory language specific to events of member dissociation.

We first consider Darwin Limes, LLC v. Limes, Docket No. WD-06-049, 2007 WL 1378357, *1 (Ohio App. May 11, 2007), a case from the Court of Appeals of Ohio, which arose from disputes related to a family farming operation under an LLC. In Darwin Limes, LLC, the court was 10 Section 802 of the Prototype Act was the section from which § 34-180 of the CLLCA was specifically modeled. See 3 Ribstein & R. Keatinge, Limited Liability Companies (2d Ed. 2011) Appendix C, pp. 74–75 (“§ 802 (A) [a] person ceases to be a member of a limited liability company upon the occurrence of one or more of the following events . . . (4) . . . [t]he member . . . (IV) files a petition or answer seeking for the member any reorganization, arrangement, composition, readjustment, liquidation , dissolution, or similar relief under any statute, law, or regulation . . . .” (emphasis added))

tasked with interpreting the now repealed Ohio Revised Code § 1705.15 (C) (4). Id., *2. Section 1705.15 (C) (4) of the Ohio Revised Code provided in relevant part that, if a member “[f]iles a petition or answer in any reorganization , arrangement, composition, readjustment, liquidation , dissolution, or similar relief proceeding under any law or rule that seeks for himself any of those types of relief,” such an act is considered an event of withdrawal as a member of the limited liability company. (Emphasis in original; internal quotation marks omitted.) Id., *5. The appellant in Darwin Limes, LLC, argued that an individual appellee ceased to be a member of the appellee LLC upon the individual’s past filing of an alternative claim for dissolution. Id. The court rejected the appellant’s argument and instead interpreted Ohio Rev. Code § 1705.15 (C) (4) as “appl[icable] to corporate or partnership members of an LLC, not natural persons.” Id. Accordingly, the court concluded that, as a natural person, the individual appellee “did not seek dissociation for himself,” rather, “[h]e filed an alternative complaint for dissociation for the LLC.” (Emphasis omitted.) Id.

In Crouse v. Mineo, 189 N.C. App. 232, 658 S.E.2d 33 (2008), the Court of Appeals of North Carolina considered whether the plaintiff, a natural person, having previously filed a petition for dissolution of Mineo and Crouse, PLLC, subsequently had standing to file a derivative action on behalf of Mineo and Crouse, PLLC. Id., 240. There, the defendant relied on N.C. Gen. Stat. § 57C-3-02 (3) (d) (2007), repealed effective January 1, 2014, to contend that the plaintiff ceased to be a member of the LLC when the plaintiff previously filed for dissolution of the LLC and, therefore, was not a member of the LLC when the plaintiff commenced the subsequent derivative action. Id. North Carolina General Statutes § 57C-3-02 (3) (D) provided in relevant part that a member ceases to be a member of an LLC upon “(3) . . . the person’s . . . (d) [f]iling a petition or answer seeking for him any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation . . . .” (Emphasis in original; internal quotation marks omitted.) Id., 241. Rejecting the defendant’s apparent argument that the term “person” as used in N.C. Gen. Stat. § 57C-3-02 (3) (d) “means only a natural person,” the court concluded that, “[u]nder N.C. Gen. Stat. § 57C-1-03 (17) (2007), the term ‘person’ is defined broadly” and that “it is clear that under the LLC Act, the term ‘person’ can be either a natural person or a business entity.” Id. The court in Crouse further concluded that, N.C. Gen. Stat. § 57C-3- 02 (3) (d) “refers to members who are business entities and provides that a business entity member who seeks dissolution for itself ceases to be a member of an LLC. The statute does not cause the dissociation of a member who files a petition for dissolution of the LLC of which he is a member.” (Emphasis in original.) Id.

The Court of Appeals of Georgia and a federal district court in Arkansas reached similar conclusions in their own analyses of the phrase, “seeking for the member” specific to events of member dissociation. In Crumpton v. Vick’s Mobile Homes, LLC, 335 Ga. App. 155, 779 S.E.2d 136 (2015), cert. denied (Ga. April 4, 2016), a case arising from an acrimonious relationship between two siblings and the ownership and management of a mobile home park the two inherited from their father, the court was charged with interpreting a provision of the state’s code governing LLC membership cessation.11 See Ga. Code Ann. § 14-11-601.1 (b) (4) (D). The plaintiff in Crumpton had filed a “ ‘Petition for Equitable Relief, Accounting, and Dissolution’ ” against the defendant LLCs and her brother individually. Id., 156. In her prayer for relief, the plaintiff requested in part “that Vick’s Mobile Homes, LLC and Crumpton Holdings, LLC be dissolved, all of their assets be distributed equally to its members, and [the Georgia trial court] declare the rights and obligations of the parties to [the] proceeding.” 11 Georgia Code Annotated § 14-11-601.1 (b) (4) (D) provides in relevant part that a person ceases to be a member of a Georgia LLC upon “fil[ing] a petition or answer seeking for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation . . . .”

(Internal quotation marks omitted.) Id. The trial court granted the defendant’s motion for partial summary judgment in which the defendant had argued that the plaintiff’s petition for dissolution of the companies dissociated the plaintiff under Ga. Code Ann. § 14-11-601.1 (b) (4) (D). Id. Reversing the judgment of the trial court, the Court of Appeals of Georgia concluded that “the relevant rules of statutory construction demand the conclusion that [Ga. Code Ann. § 14-11-601.1 (b) (4) (D)] applies when the member has filed a separate action seeking its own ‘reorganization, arrangement, composition , readjustment, liquidation, dissolution, or similar relief.’ ” (Emphasis in original.) Id., 157.

A federal district court in Arkansas, citing Crumpton, similarly concluded in Oliver v. Johanson, 329 F. Supp. 3d 684 (W.D. Ark. 2018), that the phrase, “seeking for the member” within Ark. Code. Ann. § 4-32-802 (a) (4) (D), repealed effective July 28, 2021, indicates a proceeding “affecting the member and are not directed to petitions to dissolve the [LLC] itself.” (Emphasis omitted .) Id., 690. Consistent with LLCs in the present case, the defendants in Oliver claimed that, by operation of law, the plaintiff ceased to be a member of the parties’ three member LLC when the plaintiff sought dissolution of the company. Id., 689. In support of their claim, the defendant cited Ark. Code. Ann. § 4-32-802 (a) (4) (D), which provided in relevant part that “an individual ceases to be a member of an Arkansas limited liability company when he ‘files a petition or answer seeking for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation . . . .’ ” (Emphasis omitted.) Id., 690. The court rejected the defendants’ claim, however and asserted that, “while [the defendants] focus[ed] on the appearance of the phrase ‘dissolution’ in the cited section, [they] gloss[ed] over the operative words, which are that the dissociation only occurs when a person ‘files a petition or answer seeking for the member any . . . dissolution.’ ” (Emphasis omitted.) Id., 689–90. Accordingly, the court concluded that the “proceedings listed in [Ark. Code. Ann. § 4-32-802 (a) (4) (D)], including dissolution, are ones affecting the member and are not directed to petitions to dissolve the [LLC] itself.” Id., 690.

Finally, we consider Nicolazzi v. Bone, 589 S.W.3d 638 (Mo. App. 2019), a decision by the Missouri Court of Appeals, in which the court determined that a member ’s act of filing a petition for a declaratory judgment to determine LLC member status did not constitute an act of withdrawal under § 347.123 (4) (c) of the Missouri Limited Liability Company Act. Id., 640–41. We note that the court in Nicolazzi analyzed precisely the same phrase as the phrase at issue in the case before us, namely, “ ‘seeking for himself,’ ” in the context of member cessation . Id., 641. Section 347.123 of the Missouri Revised Statutes provides in relevant part that “[a] person ceases to be a member of a limited liability company upon the happening of any of the following events of withdrawal . . . (4) . . . the member . . . (c) [f]iles a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, or similar relief . . . or files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in a proceeding of such nature . . . .” (Emphasis added; internal quotation marks omitted.) Id. As in the present case, the defendant in Nicolazzi contended that the phrase “for himself” meant “for the member’s own benefit,” while the plaintiff reasoned that the phrase indicated an entity member who filed a petition to reorganize (or otherwise judicially restructure ) itself. (Emphasis in original; internal quotation marks omitted.) Id. Consistent with other jurisdictions, the court determined that the actions provided for in the disputed subdivision were “actions most naturally applicable to affecting the structural characteristics of an entity-member,” and, accordingly, that the filing of a petition for a declaratory judgment determining LLC member status was not an act of withdrawal. Id., 644.

Our extensive review of other state and federal court decisions interpreting similarly worded statutes regarding membership cessation demonstrates that courts have generally rejected the contention that LLC membership is automatically extinguished when an individual member seeks reorganization or dissolution of the LLC. But see LGB Group, LLC v. Booty, Docket Nos. CAL 03-00088, CAE 02-00408, CAL 03-08305, 2004 WL 1058958 (Md. Cir. January 28, 2004) (interpreting language similar to § 34-180 (a) (4) (D) as applicable to individual LLC member ). Although the court in the present case interpreted the phrase, “seeking for himself” as pertaining to an action taken by an individual LLC member to affect the LLC, we conclude, consistent with fellow state and federal courts, that the actions designated under § 34-180 (a) (4) (D), namely, “reorganization, arrangement, composition , readjustment, liquidation, dissolution or similar relief,” refer to actions taken by an entity member for the purpose of affecting the entity member itself. See Crumpton v. Vick’s Mobile Homes, LLC, supra, 335 Ga. App. 158 (determining “ ‘reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief’ ” to be actions “more proper for an artificial person”); see also Nicolazzi v. Bone, supra, 589 S.W.3d 642 (“only contextual application of the language at issue is to entity-members”). In so concluding, we note that the definition of “person” in § 34-101 (23), includes general partnerships, LLCs, trusts, estates, associations, corporations or other legal or commercial entities. See footnote 8 of this opinion.12 12 We disagree with the plaintiffs that our interpretation of § 34-180 (a)

(4) (D) as applying to actions taken by an entity member for the purpose of affecting the entity member itself renders the language of § 34-180 (a) (8) superfluous. “It is a basic tenet of statutory construction that the legislature [does] not intend to enact meaningless provisions. . . . [I]n construing statutes, we presume that there is a purpose behind every sentence, clause, or phrase used in an act and that no part of a statute is superfluous. . . . Because [e]very word and phrase [of a statute] is presumed to have meaning . . . [a statute] must be construed, if possible , such that no clause, sentence or word shall be superfluous, void or

This interpretation is consistent with the subsequent amendment to the CLLCA.13 Specifically, effective July 1, 2017, our legislature repealed and replaced the CLLCA with the Connecticut Uniform Limited Liability Company Act (CULLCA), General Statutes § 34-243 et seq. Public Acts 2016, No. 16-97, § 110. On April 30, 2016, in moving for approval of the joint committee’s favorable report of House Bill 5259 and passage of the bill, Representative Steven Strafstrom took to the House floor to elaborate on the development and purposes of the CULLCA, stating: “[T]he bill before us is a compilation of . . . three years of work by the Connecticut Bar Association as well as our business community to provide a comprehensive rewrite and upgrade to our limited liability corporation act . . . . The [CCLCA] was originally enacted back in the mid-90s insignificant.” (Internal quotation marks omitted.) PJM & Associates, LC v. Bridgeport, 292 Conn. 125, 138, 971 A.2d 24 (2009).

Unlike § 34-180 (a) (4) (D), which provides for dissociation when a member “files a petition or answer seeking for himself any . . . dissolution ,” § 34-180 (a) (8) includes no language regarding an LLC member “seeking” or otherwise initiating its own dissolution. Rather, § 34-180 (a) (8) provides that, “in the case of a member that is a separate limited liability company,” the member is dissociated upon “the dissolution and commencement of the winding up of the separate limited liability company.” (Emphasis added.) Moreover, § 34-180 (a) (8) pertains only to a member that is a separate limited liability company, whereas § 34-180 (a) (4) (D) includes no such limitation and applies to a broader range of activities than dissolution and winding up. Consequently, we disagree with the plaintiffs that our interpretation of § 34-180 (a) (4) (D) as referring to actions taken by an entity member that affect the entity itself renders § 34-180 (a) (8) superfluous.

13 “[Our Supreme Court] has a long tradition of embracing clarifying legislation. . . . [W]e have often held . . . that it is as much within the legislative power as the judicial power—subject, of course, to constitutional limits other than the separation of powers—for the legislature to declare what its intent was in enacting previous legislation.” (Citations omitted; internal quotation marks omitted.) Greenwich Hospital v. Gavin, 265 Conn. 511, 520, 829 A.2d 810 (2003). “We presume that, in enacting a statute, the legislature intended a change in existing law. . . . This presumption, like any other, may be rebutted by contrary evidence of the legislative intent in the particular case. . . . To determine whether an act should be characterized as clarifying legislation, we look to the legislative history to determine the legislative intent.” (Citations omitted ; internal quotation marks omitted.) Connecticut National Bank v. Giacomi, 242 Conn. 17, 39–40, 699 A.2d 101 (1997).

and has not been substantially updated, revised, or otherwise looked at since . . . . This bill . . . provides more clarity to our courts in determining disputes between members of limited liability corporations and draws upon best practices from other states in uniform law.” 59 H.R. Proc., Pt. 7, 2016 Sess., pp. 4167–68. Section 34-263a of the CULLCA, which pertains to the events of member dissociation, provides in relevant part that “[a] person is dissociated as a member when . . . (4) The person is expelled as a member by the unanimous consent of the other members if . . . (C) the person is an entity and: (i) . . . the person has filed a statement of dissolution or the equivalent . . . .” (Emphasis added.) This revision makes clear that a member is dissociated from the LLC following the member’s filing of a statement of dissolution exclusively in instances when the member that filed the petition is an entity, not in instances when the member that filed the petition is an individual.

Finally, “[i]n construing statutes, we must use common sense and must not interpret statutes to yield bizarre and irrational results.” (Internal quotation marks omitted.) Bona v. Freedom of Information Commission, 44 Conn. App. 622, 633, 691 A.2d 1 (1997). We are troubled by the LLCs’ interpretation of the phrase “seeking for himself ” and its seeming effect on the right of LLC members individually to pursue dissolution of an LLC. Pursuant to General Statutes (Rev. to 2015) § 34-207, the CLLCA expressly authorized an individual member of an LLC to petition for dissolution of the company.14 In effect, the LLCs’ interpretation of the phrase would yield an irrational result in that it would effectively eliminate an individual member’s right to petition for dissolution because, by the mere act of filing a petition for dissolution, the member’s status as a member would be extinguished 14 General Statutes (Rev. to 2015) § 34-207 provided: “On application by or for a member, the superior court for the judicial district where the principal office of the limited liability company is located may order dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement.”

and, accordingly, their standing to petition vacated. See Darwin Limes, LLC v. Limes, supra, 2007 WL 1378357, *5 (interpretating phrase “seeks for himself” to mean member automatically ceases to be member upon filing petition for dissolution “for all practical purposes, leaves no meaningful right for an individual member to seek judicial dissolution without dissociating oneself” (internal quotation marks omitted)); see also Nicolazzi v. Bone, supra, 589 S.W.3d 642 (interpretating phrase “seeking for himself” to mean for member’s own benefit “presents a classic Catch-22 because if merely filing a petition . . . automatically extinguishes member status, then correspondingly, any member who files a petition loses standing to have brought the petition in the first place” (internal quotation marks omitted)).

For the foregoing reasons, we interpret the phrase “seeking for himself” within § 34-180 (a) (4) (D) to mean an action taken by an entity member that affects the entity member itself. Consistent with Oliver v. Johanson, supra, 329 F. Supp. 3d 684, we conclude that § 34-180 (a) (4) (D) is intended to be “a prophylactic measure to protect the other members of an LLC when an entity- member of [an LLC] seeks, liquidation, reorganization, or dissolution for itself, and is not directed to situations where a person brings an action for dissolution or liquidation against the [LLC].” (Emphasis in original.) Id., 690; see also Nicolazzi v. Bone, supra, 589 S.W.3d 643 (“LLC members have a justifiable and legitimate need to require that fellow members retain certain characteristics or lose their membership status”). Although our interpretation of the phrase “seeking for himself” departs from the interpretation of the trial court, we nonetheless conclude, on the basis of our plenary review of the statutory language, that the court properly found that Bridjay’s petition to dissolve the LLCs in the 2012 litigation was not an event of dissociation under § 34-180 (a) (4) (D).

II

The LLCs next claim that the court erred in finding that Bridjay signed a commercial lease agreement as a witness as opposed to a purported signatory on behalf of J & G Realty, LLC. We disagree.

The following additional facts are necessary for the resolution of this claim. In the operative amended complaint, J & G Realty, LLC, alleged that Bridjay had committed an act of dissociation by “[e]ntering J & G Realty, Inc., into a lease with Marie’s Liquors for a term of twenty (20) years at $1.00/month in rent in violation of section 8.07 of the Second Operating Agreement” and “[c]ausing economic damage in the form of lost rents due to” such lease. Bridjay denied this allegation. In its decision, the court found that Bridjay had signed the subject lease as a witness and not as a signatory for J & G Realty, LLC.

In its decision, the court stated: “The only evidence offered in support of [J & G Realty, LLC’s] claim is a copy of the lease for Bongiorno’s Maxi Discount Liquor store then being operated by [Marie]. [Marie] needed a lease executed by the landlord, J & G Realty, LLC, to be able to obtain a retail liquor sales permit from the state of Connecticut. Because of the family disputes, it was extremely doubtful that she would obtain that lease in the usual business manner. Marie . . . had a power of attorney executed by her husband, George . . . who had some limited authority as one of the three managers to execute that lease on behalf of J & G Realty, LLC. . . . Marie . . . executed the lease utilizing that power of attorney on behalf of George . . . as a member of the landlord, J & G Realty, LLC. According to the operating agreement of J & G Realty, LLC, no member could bind the LLC. Only a manager could bind the LLC. At that time, George . . . was a comanager of J & G Realty, LLC, but only signed the lease as a member of J & G Realty, LLC. Marie . . . signed this lease on behalf of her corporation, Marie’s Liquors, LLC, as the tenant. There were two witnesses: Marie . . . who signed as a member of an unstated entity, and [Bridjay] who signed as a member of an unstated entity. The lease does not mention [Bridjay] . . . anywhere else on the three page lease.15 “[Bridjay’s] signature was that of a witness to a lease of real property for more than one year. She did not sign on behalf of J & G Realty, LLC. As only a member of J & G Realty, LLC, she had no authority to bind the LLC to a contract or a lease. George . . . as one of the comanagers of J & G Realty, LLC, had a certain authority to bind the LLC. He signed that lease by the use of the power of attorney he had furnished to Marie . . . . The fact that Marie . . . took over the operation of the liquor store and refused to pay rent at the normal market rate is a matter between the management of J & G Realty, LLC, and either Marie . . . individually or in her corporate capacity. That financial responsibility does not and cannot fall on [Bridjay] for executing the lease as a witness in which she described herself as a member of an unstated entity.” (Citation omitted; footnote added.)

The LLCs contend that the court’s factual finding that Bridjay signed the commercial lease agreement between J & G Realty, LLC, and Marie’s Liquors (agreement) as a witness as opposed to as a purported signatory on behalf of J & G Realty, LLC, is entirely unsupported by the evidentiary record. The LLCs argue that, inversely, the evidence demonstrates that Bridjay signed the agreement as an unauthorized member of J & G Realty, LLC, and thereby engaged in the fraudulent creation of a lease in breach of § 8.07 of J & G Realty, LLC’s second amended operating agreement.16 “[When] the factual basis of the court’s decision is challenged we must determine whether the facts set 15 The court’s finding as to the capacity or capacities in which Marie signed the lease is not at issue in the present appeal. In the present appeal before this court, the LLCs’ claim is limited to the court’s finding that Bridjay signed the lease as a witness.

16 Section 8.07 of the second amended operating agreement of J & G Realty, LLC, provides: “Except as authorized by the [m]anagers, no [m]ember is an agent of the [c]ompany or has the authority to make any contracts, enter into any transactions, or make any commitments on behalf of the [c]ompany.”

out in the memorandum of decision are supported by the evidence or whether, in light of the evidence and the pleadings in the whole record, those facts are clearly erroneous. . . . In other words, to the extent that the trial court has made findings of fact, our review is limited to deciding whether those findings were clearly erroneous. . . . A finding of fact is clearly erroneous when there is no evidence in the record to support it . . . or when although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed.” (Internal quotation marks omitted.) Downing v. Dragone, 216 Conn. App. 306, 316, 285 A. 3d 59 (2022), cert. denied, 346 Conn. 903, 287 A.3d 601 (2023). “Under the clearly erroneous standard of review, a finding of fact must stand if, on the basis of the evidence before the court and the reasonable inferences to be drawn from that evidence, a trier of fact reasonably could have found as it did. . . . In reviewing factual findings, [w]e do not examine the record to determine whether the [court] could have reached a conclusion other than the one reached. . . . Instead, we make every reasonable presumption . . . in favor of the trial court’s ruling.” (Internal quotation marks omitted.) Housing Authority v. Williams, 238 Conn. App. 252, 259, 355 A.3d 592, cert. granted, 354 Conn. 952, 357 A.3d 251 (2026).

We conclude that the court’s finding is not clearly erroneous. On the basis of the evidence before the trial court, specifically, a copy of the signed lease, we conclude that the court reasonably could have found that Bridjay’s single signature, which appears on a line absent an organizational affiliation and that is separate and distinct from the signature lines associated with the parties to the contract, those being, “J&G REALTY, LLC,” and “MARIE’S LIQUORS, LLC,” was affixed to the lease by Bridjay in her capacity as a witness.

During the trial, the LLCs presented one witness, Maurice, a manager of the LLCs since 2004. Maurice testified that he first came to see a copy of the lease during the course of the present litigation. Other than to testify that Marie was required to furnish a lease to the liquor commission for necessary licensure and that Bridjay was not a manager of J & G Realty, LLC, on the date the lease was signed, February 1, 2013, Maurice did not testify to the circumstances or events surrounding Bridjay’s signing of the lease.

The LLCs argue that, apart from the agreement itself, there was “no evidence in the record regarding the signatures contained in the [agreement]” and attribute the lack of evidence regarding the nature of Bridjay’s signature on the lease, in part, to Bridjay not having “testified live at trial to explain [her] signature or provide other information about the [agreement].” However, it is well established that “[t]he general burden of proof rests upon the plaintiff in civil actions. . . . The defendant’s failure to present any evidence in contradiction of that offered by the plaintiff gives no support to the claim that the truth of all the essential allegations of the complaint was established. A plaintiff prevails not by reason of the weakness of the defendant’s case but because of the strength of his own.” (Internal quotation marks omitted.) Edgewood Street Garden Apartments, LLC v. Hartford, 163 Conn. App. 219, 238–39, 135 A.3d 54, cert. denied, 321 Conn. 903, 136 A.3d 642 (2016); see also Suresky v. Sweedler, 140 Conn. App. 800, 807, 60 A.3d 358 (2013).

On the basis of the foregoing, we conclude that the LLCs have not established that the trial court’s finding that Bridjay signed the agreement as a witness and not as an unauthorized signatory of J & G Realty, LLC, was clearly erroneous.

The judgment is affirmed. In this opinion the other judges concurred.