Opinion
BORDEN, J.
The dispositive issue in this appeal1 is whether the sole owner of a limited liability company who transferred real property to that company as an asset contribution is subject to the real estate convey[661]*661anee tax imposed by General Statutes § 12-494 (a).2 The defendant, Gene Gavin, the commissioner of revenue services, appeals from the summary judgment rendered by the trial court, which determined that the plaintiff, Andrew J. Mandell, did not owe a conveyance tax for transferring certain real property to his limited liability company, Mandell Properties, LLC (company). The plaintiff had appealed to the trial court from the decision of the defendant, who imposed the conveyance [662]*662tax on the transfer following a hearing in which the plaintiff contested the tax assessment. The trial court concluded, based upon the reasoning that the plaintiff and the company were one entity for tax purposes, that the transfer was not subject to the real estate conveyance tax because the plaintiff did not receive any “consideration” in exchange for the real property, which is a requirement for the imposition of the tax under § 12-494 (a). On appeal, the defendant claims that the increase in fair market value of the company after receiving the real property constitutes “consideration” within the meaning of § 12-494 (a).3 We disagree and, accordingly, we affirm the judgment in favor of the plaintiff, albeit on reasoning different from that employed by the trial court.
The parties presented the following undisputed facts to the trial court on cross motions for summary judgment. For several years prior to 1997, the plaintiff owned and operated commercial real property in Newington in his individual capacity. At that time, chapter 613 of our General Statutes required a minimum of two members to form a limited liability company. See General Statutes (Rev. to 1995) § 34-101 (a). The legislature amended chapter 613 in 1997 in order to permit [663]*663the formation of limited liability companies with only one member. See Public Acts 1997, No. 97-70. The plaintiff formed his company soon after the effective date of this legislation, naming himself the sole member. The plaintiff then transferred the real property to his company by quitclaim deed. In the deed, the plaintiff recited that the transfer was “for NO CONSIDERATION
The defendant determined that the plaintiffs real estate transfer was subject to the real estate conveyance tax of § 12-494 (a), and billed the plaintiff in the amount of $56,200 for tax, plus interest and penalties. In arriving at this figure, the defendant had applied a taxation rate of 1 percent, from § 12-494 (b); see footnote 2 of this opinion; to the fair market value of the property at the time of the transfer, which was $5,620,000. Section 12-494 (b) (1) imposes a taxation rate of “one per cent of the consideration for the interest in real property conveyed” for “real property which at the time of such conveyance is used for any purpose other than residential use, except unimproved land . . . .” (Emphasis added.) The plaintiff applied to the defendant for a hearing to dispute the tax pursuant to General Statutes §§ 12-502a and 12-553.4
[664]*664In his hearing before the defendant, the plaintiff argued that the transfer of real property from himself to the company was not a taxable event under § 12-494 (a). Specifically, he argued that, under General Statutes § 34-113,5 he and his single-member limited liability company should be considered a single entity for taxation purposes, and that any transfer of property between them would fail to satisfy the requirement of § 12-494 (a) that transfers be for “consideration” to be taxable.6 The plaintiff contended that “there can be no . . . consideration” for the transfer in question because he, as an “individual, owns the real estate both before and after the purported transfer . . . .” The plaintiff relied on a decision of the Superior Court for the general [665]*665principle that “the exchange of consideration is the touchstone for determining which transactions are subject to Connecticut’s real estate conveyance tax . . . .” (Internal quotation marks omitted.) Bjurback v. Commissioner of Revenue Services, 44 Conn. Sup. 354, 358, 690 A.2d 902 (1996).
The defendant rejected the plaintiffs interpretation, determining that the “assessment is proper and legal.” The defendant acknowledged that § 12-494 (a) imposes a tax only for real estate transfers made in exchange for “consideration,” but reasoned that the plaintiff “received consideration in the form of an interest in [the company].” On the basis of an assessment by the defendant’s auditor that the plaintiffs 100 percent interest in the company had increased by the fair market value of the property transferred, which was $5,620,000, the defendant imposed the tax of $56,200 and $25,290 in interest and penalties. The plaintiff appealed from the defendant’s decision to the trial court pursuant to General Statutes §§ 12-502a and 12-554.7
[666]*666Before the trial court, the parties submitted cross motions for summary judgment. The court granted the plaintiffs motion and denied the defendant’s motion, determining that the plaintiff was not subject to the real estate conveyance tax because the plaintiff did not receive any “consideration” in exchange for the real property, which is required for the imposition of that tax under § 12-494 (a). Specifically, the court determined that the company must be “disregarded” as an entity separate from the plaintiff, its sole owner, for tax purposes and, therefore, any transfer between the plaintiff and the company could not have been for consideration. This appeal followed.
On appeal, the defendant claims that the trial court improperly determined that the plaintiff was not subject to the real estate conveyance tax. Specifically, the defendant argues that the increase in the fair market value of the company as a result of the real estate transfer constituted “consideration” within the meaning of § 12-494 (a) and that, therefore, the trial court improperly determined that the consideration requirement for the imposition of the tax had not been satisfied. We disagree.
The defendant’s claim on appeal involves statutory interpretation, namely, the construction of § 12-494 (a). “The process of statutory interpretation involves a reasoned search for the intention 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, we look to the words of the statute itself, to the legislative history and circum[667]*667stances 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. . . . Thus, this process requires us to consider all relevant sources of the meaning of the language at issue, without having to cross any threshold or thresholds of ambiguity. Thus, we do not follow the plain meaning rule.
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Opinion
BORDEN, J.
The dispositive issue in this appeal1 is whether the sole owner of a limited liability company who transferred real property to that company as an asset contribution is subject to the real estate convey[661]*661anee tax imposed by General Statutes § 12-494 (a).2 The defendant, Gene Gavin, the commissioner of revenue services, appeals from the summary judgment rendered by the trial court, which determined that the plaintiff, Andrew J. Mandell, did not owe a conveyance tax for transferring certain real property to his limited liability company, Mandell Properties, LLC (company). The plaintiff had appealed to the trial court from the decision of the defendant, who imposed the conveyance [662]*662tax on the transfer following a hearing in which the plaintiff contested the tax assessment. The trial court concluded, based upon the reasoning that the plaintiff and the company were one entity for tax purposes, that the transfer was not subject to the real estate conveyance tax because the plaintiff did not receive any “consideration” in exchange for the real property, which is a requirement for the imposition of the tax under § 12-494 (a). On appeal, the defendant claims that the increase in fair market value of the company after receiving the real property constitutes “consideration” within the meaning of § 12-494 (a).3 We disagree and, accordingly, we affirm the judgment in favor of the plaintiff, albeit on reasoning different from that employed by the trial court.
The parties presented the following undisputed facts to the trial court on cross motions for summary judgment. For several years prior to 1997, the plaintiff owned and operated commercial real property in Newington in his individual capacity. At that time, chapter 613 of our General Statutes required a minimum of two members to form a limited liability company. See General Statutes (Rev. to 1995) § 34-101 (a). The legislature amended chapter 613 in 1997 in order to permit [663]*663the formation of limited liability companies with only one member. See Public Acts 1997, No. 97-70. The plaintiff formed his company soon after the effective date of this legislation, naming himself the sole member. The plaintiff then transferred the real property to his company by quitclaim deed. In the deed, the plaintiff recited that the transfer was “for NO CONSIDERATION
The defendant determined that the plaintiffs real estate transfer was subject to the real estate conveyance tax of § 12-494 (a), and billed the plaintiff in the amount of $56,200 for tax, plus interest and penalties. In arriving at this figure, the defendant had applied a taxation rate of 1 percent, from § 12-494 (b); see footnote 2 of this opinion; to the fair market value of the property at the time of the transfer, which was $5,620,000. Section 12-494 (b) (1) imposes a taxation rate of “one per cent of the consideration for the interest in real property conveyed” for “real property which at the time of such conveyance is used for any purpose other than residential use, except unimproved land . . . .” (Emphasis added.) The plaintiff applied to the defendant for a hearing to dispute the tax pursuant to General Statutes §§ 12-502a and 12-553.4
[664]*664In his hearing before the defendant, the plaintiff argued that the transfer of real property from himself to the company was not a taxable event under § 12-494 (a). Specifically, he argued that, under General Statutes § 34-113,5 he and his single-member limited liability company should be considered a single entity for taxation purposes, and that any transfer of property between them would fail to satisfy the requirement of § 12-494 (a) that transfers be for “consideration” to be taxable.6 The plaintiff contended that “there can be no . . . consideration” for the transfer in question because he, as an “individual, owns the real estate both before and after the purported transfer . . . .” The plaintiff relied on a decision of the Superior Court for the general [665]*665principle that “the exchange of consideration is the touchstone for determining which transactions are subject to Connecticut’s real estate conveyance tax . . . .” (Internal quotation marks omitted.) Bjurback v. Commissioner of Revenue Services, 44 Conn. Sup. 354, 358, 690 A.2d 902 (1996).
The defendant rejected the plaintiffs interpretation, determining that the “assessment is proper and legal.” The defendant acknowledged that § 12-494 (a) imposes a tax only for real estate transfers made in exchange for “consideration,” but reasoned that the plaintiff “received consideration in the form of an interest in [the company].” On the basis of an assessment by the defendant’s auditor that the plaintiffs 100 percent interest in the company had increased by the fair market value of the property transferred, which was $5,620,000, the defendant imposed the tax of $56,200 and $25,290 in interest and penalties. The plaintiff appealed from the defendant’s decision to the trial court pursuant to General Statutes §§ 12-502a and 12-554.7
[666]*666Before the trial court, the parties submitted cross motions for summary judgment. The court granted the plaintiffs motion and denied the defendant’s motion, determining that the plaintiff was not subject to the real estate conveyance tax because the plaintiff did not receive any “consideration” in exchange for the real property, which is required for the imposition of that tax under § 12-494 (a). Specifically, the court determined that the company must be “disregarded” as an entity separate from the plaintiff, its sole owner, for tax purposes and, therefore, any transfer between the plaintiff and the company could not have been for consideration. This appeal followed.
On appeal, the defendant claims that the trial court improperly determined that the plaintiff was not subject to the real estate conveyance tax. Specifically, the defendant argues that the increase in the fair market value of the company as a result of the real estate transfer constituted “consideration” within the meaning of § 12-494 (a) and that, therefore, the trial court improperly determined that the consideration requirement for the imposition of the tax had not been satisfied. We disagree.
The defendant’s claim on appeal involves statutory interpretation, namely, the construction of § 12-494 (a). “The process of statutory interpretation involves a reasoned search for the intention 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, we look to the words of the statute itself, to the legislative history and circum[667]*667stances 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. . . . Thus, this process requires us to consider all relevant sources of the meaning of the language at issue, without having to cross any threshold or thresholds of ambiguity. Thus, we do not follow the plain meaning rule.
“In performing this task, we begin with a searching examination of the language of the statute, because that is the most important factor to be considered. In doing so, we attempt to determine its range of plausible meanings and, if possible, narrow that range to those that appear most plausible. We do not, however, end with the language. We recognize, further, that the purpose or purposes of the legislation, and the context of the language, broadly understood, are directly relevant to the meaning of the language of the statute.
“This does not mean, however, that we will not, in a given case, follow what may be regarded as the plain meaning of the language, namely, the meaning that, when the language is considered without reference to any extratextua! sources of its meaning, appears to be the meaning and that appears to preclude any other likely meaning. In such a case, the more strongly the bare text supports such a meaning, the more persuasive the extratextua! sources of meaning will have to be in order to yield a different meaning.” (Citations omitted; emphasis in original; internal quotation marks omitted.) State v. Courchesne, 262 Conn. 537, 577-78, 816 A.2d 562 (2003).
We begin with the language at issue in § 12-494 (a). Section 12-494 (a) imposes a real estate conveyance tax “on each deed . . . whereby any lands, tenements or other realty is . . . transferred ... to ... [a] purchaser, or any other person by his direction, when [668]*668the consideration for tine interest or property conveyed equals or exceeds two thousand dollars . . . .” (Emphasis added.) It is undisputed that this language requires that there be “consideration for” the transfer of real property before imposing the real estate conveyance tax. We turn, therefore, to the significance of the term “consideration,” as it is used in § 12-494 (a).
The term “consideration” has been used in a specific, legal sense for centuries. See, e.g., Cook v. Bradley, 7 Conn. 57, 61-62 (1828); see generally 3 S. Williston, Contracts (4th Ed. 1992) § 7:1, pp. 7-8 (“[t]he history of the requirement of consideration is bound up with the history of the common-law action of assumpsit”). “[L]egal terms . . . absent any legislative intent shown to the contrary, are to be presumed to be used in their legal sense. . . . [T]he law uses familiar legal expressions in their familiar legal sense. . . . Peck v. Jacquemin, 196 Conn. 53, 70-71, 491 A.2d 1043 (1985) (Citations omitted; internal quotation marks omitted.) Perkins v. Freedom of Information Commission, 228 Conn. 158, 169-70, 635 A.2d 783 (1993); see also General Statutes § 1-1 (a) (“technical words and phrases, and such as have acquired a peculiar and appropriate meaning in the law, shall be construed and understood accordingly”). Section 71 of the Restatement (Second) of Contracts relates the familiar legal sense of the term “consideration”: “(1) To constitute consideration, a performance or a return promise must be bargained for. (2) A performance or return promise is bargained for if it is sought by the promisor in exchange for his promise and is given by the promisee in exchange for that promise.” 1 Restatement (Second), Contracts § 71, p. 172 (1981); see also Calamita v. Tradesmens National Bank, 135 Conn. 326, 332, 64 A.2d 46 (1949) (“ ‘[consideration must actually be bargained for as the exchange for the promise’ ”); accord State v. Sostre, 261 Conn. 111, 123, 802 A.2d 754 (2002) (“ ‘[t]o constitute consider[669]*669ation, a performance or a return promise must be bargained for’ ”). The Restatement (Second) of Contracts further defines the term “ ‘[b]argained for’ ” as follows: “In the typical bargain, the consideration and the promise bear a reciprocal relation of motive or inducement: the consideration induces the making of the promise and the promise induces the furnishing of the consideration. Here, as in the matter of mutual assent, the law is concerned with the external manifestation rather than the undisclosed mental state .... [I]t is not enough that the promise induces the conduct of the promisee or that the conduct of the promisee induces the making of the promise; both elements must be present, or there is no bargain.” (Citation omitted.) 1 Restatement (Second), supra, § 71, p. 173, comment (b). Nothing in the legislative history of § 12-494 (a), or any other extratextual source, indicates that another sense of the term “consideration” was intended.
In the present case, there was no consideration for the plaintiffs transfer of real property to the company because there was no bargained for exchange. The plaintiff simply transferred the real property at issue to his company. The plaintiff did not promise to transfer the real property to his company in exchange for any performance or retrun promise by the company. In fact, neither the plaintiff nor the company made any promises or exchanges regarding the transfer whatsoever. In other words, the plaintiff acted unilaterally, not in a bargained for exchange, when he transferred the real property to his company. Therefore, § 12-494 (a) did not impose a conveyance tax on the transfer, because there was no “consideration for” the transfer.
The defendant argues that the increase in the fair market value of the company resulting from the transfer of real property to it constituted consideration. As discussed previously, the change in fair market value of the company was not the result of a bargained for exchange. [670]*670The change in fair market value was the automatic effect of the transfer; the company served as a passive recipient of the property. Thus, the plaintiff did not induce any conduct on the part of the company, and that element must be present, or there is no bargain. Id.
Furthermore, the legislative genealogy and history of § 12-494 (a) indicates that the legislature intended to avoid the meaning proposed by the defendant, namely, that “consideration” be measured by the fair market value of the real property conveyed, irrespective of whether there is any bargained for exchange in the transaction. Prior to 1971, General Statutes (Sup. 1969) § 12-494,8 the predecessor statute of § 12-494 (a), imposed the real estate conveyance tax even in the absence of consideration if the “value of the interest or-property conveyed exceed[ed] [the statutory amount] . . . .” (Emphasis added.) In 1971, the legislature amended § 12-494 to impose the tax only where there is “consideration for” the transfer of real estate, thus eliminating the alternative of taxing the value of the property conveyed in the absence of consideration. See General Statutes (Rev. to 1971) § 12-494. An examination of the floor debate in 1971 reveals that the legislators considered a system of taxation for transfers in the absence of consideration, based on the fair market value of the property conveyed, to be fundamentally unfair. In those proceedings, Senator Edward S. Rimer stated: “[T]his amendment . . . changes the system of taxation on the Real Estate conveyance tax so that it would be based now on actual consideration or sale [671]*671price of the property involved. Rather than the existing situation where the tax is based upon a fair market value. . . . The Connfecticut] Real Estate conveyance tax was adopted simultaneously with the phase out of the federal document[a]ry tax on conveyance of real estate. The federal tax was based upon consideration rather than fair market value and the history was that [it] was a very workable tax program. In my judgment this amendment would make the Connecticut conveyance tax a fairer tax. And a more workable tax and would obviate certain hardship situations that are now in exist[e]nce.” 14 S. Proc., Pt. 3,1971 Sess., pp. 1037-38. Thus, Senator Rimer indicated that deeds granting real estate to a “land conservation trust or ... to a charitable institution” would no longer be subject to the real estate conveyance tax due to the absence of consideration. Id., p. 1037. Senator Thomas E. Dupont reaffirmed this objective: “I rise in favor of this amendment. I think it goes a step further than the bill as originally in the file. That expanded the exemptions. ... I think that it makes some sense to limit the tax to those [conveyances] where there is considerations.” Id., p. 1038.
The defendant contends that this legislative history indicates that § 12-494 (a) was intended to replace the federal real estate conveyance tax that had been phased out. The defendant argues that transactions such as that at issue in this appeal were considered taxable under federal regulations under the federal conveyance tax and, therefore, that we should adopt the same position with respect to the Connecticut real estate conveyance tax. We are not persuaded. There is nothing in either the language or the legislative history of § 12-494 (a) to indicate that the legislature intended to adopt any such federal regulatory gloss. Indeed, the statutory language and extratextual sources discussed previously run counter to such an interpretation.
The judgment is affirmed.
[672]*672In this opinion NORCOTT and MULCAHY, Js., concurred.