Trikona Advisers Ltd. v. Haida Investments Ltd.

CourtSupreme Court of Connecticut
DecidedSeptember 1, 2015
DocketSC19439
StatusPublished

This text of Trikona Advisers Ltd. v. Haida Investments Ltd. (Trikona Advisers Ltd. v. Haida Investments Ltd.) is published on Counsel Stack Legal Research, covering Supreme Court of Connecticut primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Trikona Advisers Ltd. v. Haida Investments Ltd., (Colo. 2015).

Opinion

****************************************************** The ‘‘officially released’’ date that appears near the beginning of each opinion is the date the opinion will be published in the Connecticut Law Journal or the date it was released as a slip opinion. The operative date for the beginning of all time periods for filing postopinion motions and petitions for certification is the ‘‘officially released’’ date appearing in the opinion. In no event will any such motions be accepted before the ‘‘officially released’’ date. All opinions are subject to modification and technical correction prior to official publication in the Connecti- cut Reports and Connecticut Appellate Reports. In the event of discrepancies between the electronic version of an opinion and the print version appearing in the Connecticut Law Journal and subsequently in the Con- necticut Reports or Connecticut Appellate Reports, the latest print version is to be considered authoritative. The syllabus and procedural history accompanying the opinion as it appears on the Commission on Official Legal Publications Electronic Bulletin Board Service and in the Connecticut Law Journal and bound volumes of official reports are copyrighted by the Secretary of the State, State of Connecticut, and may not be repro- duced and distributed without the express written per- mission of the Commission on Official Legal Publications, Judicial Branch, State of Connecticut. ****************************************************** TRIKONA ADVISERS LIMITED v. HAIDA INVESTMENTS LIMITED ET AL. (SC 19439) Rogers, C. J., and Palmer, Zarella, Eveleigh, Espinosa and Vertefeuille, Js. Argued April 21—officially released September 1, 2015

John G. Balestriere, pro hac vice, with whom were Jillian L. McNeil, pro hac vice, Stefan Savic, and, on the brief, James T. Shearin, for the appellants (defendants). Michael C. Gilleran, pro hac vice, with whom, on the brief, was Christopher L. Ayers, for the appellees (named plaintiff et al.). Robert D. Laurie, with whom, on the brief, was Shrina B. Faldu, for the appellee (plaintiff Vera Finan- cial Corporation). Opinion

EVELEIGH, J. This action arises out of a dispute over the control and ownership of 500 shares of stock (shares) in the named plaintiff, Trikona Advisers Lim- ited (Trikona), an investment advisory corporation spe- cializing in Indian real estate, which is incorporated in the Cayman Islands. The plaintiffs Asia Pacific Ventures Limited (Asia Pacific) and Vera Financial Corporation (Vera Financial) brought an interpleader action, pursu- ant to General Statutes § 52-484, to determine owner- ship of the shares.1 The named defendant, Haida Investments Limited (Haida), appeals from the judg- ment of the trial court rendering an interlocutory judg- ment of interpleader.2 On appeal, Asia Pacific claims that Haida lacks standing to appeal because Haida was not aggrieved by the trial court’s interlocutory judgment of interpleader.3 Haida contends that there are no com- peting claims to the shares warranting the trial court’s interlocutory judgment of interpleader.4 We conclude that Haida has established aggrievement and that the trial court properly rendered an interlocutory judgment of interpleader because Asia Pacific and Vera Financial alleged facts sufficient to establish that Haida has a claim to the shares and that there are facially competing claims to the shares. Accordingly, we affirm the judg- ment of the trial court. The record reveals the following facts and procedural history, which provide the necessary background for the resolution of this appeal. The present interpleader action stems from a dispute between two families over the ownership and control of Trikona.5 In 2006, Aashish Kalra6 and Rakshitt Chugh formed Trikona. Asia Pacific allegedly owns 50 percent of Trikona stock, represent- ing Kalra’s interest. Haida and ARC Capital, LLC (ARC Capital), collectively own the remaining 50 percent of Trikona stock, representing Chugh’s interest. Kalra and Chugh initially were comanaging directors of Trikona, sharing equal operational control over the corporation, and they both served on Trikona’s board of directors since its inception.7 On February 24, 2012, Trikona filed a complaint alleging, inter alia, that Chugh, acting in his capacity as the agent of Haida, had breached his fiduciary duties owed to Trikona (underlying com- plaint). In the underlying complaint, Trikona sought the imposition of a constructive trust on the stock held by Haida and ARC Capital.8 Between 2010 and 2012, Vera Financial made a series of unsecured loans to Asia Pacific. In April, 2013, Vera Financial and Asia Pacific entered into an agreement, which consolidated the unsecured loans into one secured loan and granted Vera Financial a security inter- est, not to exceed $500,000, in all of the assets of Asia Pacific, including Asia Pacific’s shares in Trikona. The agreement also included a special power of attorney, by which Asia Pacific granted Vera Financial the right to acquire, sell, transfer, assign, and dispose of all or any part of the shares. Asia Pacific subsequently defaulted on its obligation under the agreement. Vera Financial alleges that, in July, 2013, Asia Pacific ‘‘exe- cuted a stock power transferring and/or assigning all of its ownership rights in the shares to Vera Financial.’’ In February, 2012, Haida and ARC Capital, as share- holders of Trikona, filed a petition to wind-up and dis- solve Trikona in the Grand Court of the Cayman Islands and named Asia Pacific as the principal respondent in the action. Haida and ARC Capital also sought the immediate appointment of provisional liquidators, oth- erwise known in the United States as trustees. The Grand Court of the Cayman Islands granted this request in January, 2013, and awarded Haida and ARC Capital approximately $760,000 in attorney’s fees against Asia Pacific. Haida and ARC Capital moved to attach the shares and the Grand Court of the Cayman Islands subsequently granted an ex parte provisional charging order against the shares in the amount of the judgment that had been previously awarded. In its appellate brief before this court, Haida represents that, once the charg- ing order was made absolute, Haida and ARC Capital issued a summons for the sale of the shares by pub- lic auction. On October 4, 2013, Asia Pacific filed a motion in the Superior Court seeking permission to tender the shares to that court or, in the alternative, the appointment of a temporary receiver to hold the shares. By a complaint dated October 23, 2013 (interpleader complaint), Asia Pacific and Vera Financial commenced the present interpleader action, seeking, among other relief, a final judicial determination as to the proper owner of the shares.9 Haida and ARC Capital did not file an answer to the interpleader complaint denying the factual allega- tions contained therein.10 Following oral argument on the motion, the trial court rendered an interlocutory judgment of interpleader, ordering that the shares be deposited with the clerk of the court on the same day that the order was entered. In its brief, Haida represents that, following the trial court’s judgment of interpleader, Haida and ARC Capi- tal asked for an adjournment of the proceeding before the Grand Court of the Cayman Islands, which was granted, and that, therefore, the public auction never took place. Haida subsequently moved for reconsidera- tion of the trial court’s interlocutory judgment of inter- pleader. Following oral argument, the trial court denied that motion. Haida subsequently appealed from the judgment of the trial court to the Appellate Court, and we transferred the appeal to this court pursuant to General Statutes § 51-199 (c) and Practice Book § 65-1. Pursuant to Practice Book §§ 60-2 (1) and 61-10 (b), this court ordered the trial court to articulate the factual basis for its judgment of interpleader.

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