Matthews v. Sba, Inc.
Decision Date | 22 April 2014 |
Docket Number | No. 34673.,34673. |
Citation | 89 A.3d 938,149 Conn.App. 513 |
Court | Connecticut Court of Appeals |
Parties | Michael MATTHEWS et al. v. SBA, INC., et al. |
OPINION TEXT STARTS HERE
Justin R. Clark, with whom, on the brief, was Wendell G. Davis, Jr., for the appellants (plaintiffs).
John F. Farraher, Jr., pro hac vice, with whom were David B. Zabel and, on the brief, Barbara M. Schellenberg, Bridgeport, for the appellees (named defendant et al.).
Daniel J. Finnegan, for the appellee (defendant James H. Ross).
Michael D. Blanchard, New London, with whom was Christopher M. Wasil, Hartford, for the appellees (defendant Village Ventures, Inc., et al.).
SHELDON, KELLER and HARPER, Js.
The plaintiffs, Michael Matthews and Stephen Kotfila, appeal from the judgment of the trial court granting the defendants' motions to dismiss. The plaintiffs, Massachusetts residents, brought the underlying action against twenty-one defendants seeking damages sounding in a number of legal theories for the alleged dilution of their stock ownership interests in the early stages of a wireless telecommunications company called Optasite, Inc. (New Optasite).1 The twenty-one defendants,2 all of which are foreign business entities and nonresident individuals, are, for the purpose of clarity, best organized into four categories: (1) the SBA defendants; (2) the Investment Company defendants; (3) the Employee defendants; and (4) James H. Ross. In total, three motions to dismiss were filed: one on behalf of the SBA defendants; one on behalf of the Investment Company defendants and Employee defendants; and one on behalf of Ross. The court granted the motions to dismiss on various grounds as to each defendant and thereupon rendered judgment in favor of the defendants, from which the plaintiffs appealed. The plaintiffs claim that the court improperly granted the defendants' motions to dismiss because it erred in finding that (1) there was insufficient service of process pursuant to General Statutes §§ 52–59b (c), 34–225(b), and 33–929(b); (2) it lacked personal jurisdiction under the applicable long arm provisions, General Statutes §§ 52–59b (a) and 33–929(f), and as a violation of constitutional due process; and (3) venue was improper pursuant to General Statutes § 51–345. We affirm the judgment of the court.
This case arises out of underlying events in which the plaintiffs allege they were injured by misrepresentations and other misconduct that occurred in connection with the merger of two companies in which they held stock, Pinnacle Site Development, Inc., and Optasite, Inc. On September 20, 2011, the plaintiffs filed a fifteen-count 3 complaint on the basis of a common set of factual allegations to recover damages from the four groups of defendants: the SBA defendants, the Investment Company defendants, the Employee defendants, and Ross. At all times relevant to the allegations of the complaint, as well as at the time this action commenced, the plaintiffs were residents of Massachusetts. They are also the sole members of four Connecticut limited liability companies, each of which maintains a business address in Massachusetts.4
The court's memorandum of decision adequately sets forth the undisputed facts contained in the complaint and the parties' affidavits in support of and in opposition to the motions to dismiss. “In the 1990s, the plaintiffs were affiliated with a company named Berkshire Wireless Incorporated (BWI). Some assets of BWI were purchased by a newly formed company named Optasite, of which the plaintiffs were founding members and shareholders. At that time, Optasite was a Massachusetts company with a principal place of business in Glastonbury, Connecticut. Village Ventures, Inc., and Worcester Venture Fund, L.P., were early stage, minority interest investors in Optasite. Both plaintiffs left Optasite in 2001 to take positions at a company named Pinnacle Site Development, Inc. (Pinnacle), a Connecticut corporation doing business in Glastonbury, Connecticut.
(Footnote omitted.)
Service of a copy of the writ of summons and complaint was attempted or made upon twenty of the defendants on or about September 13, 2011.5 Pursuant to Practice Book §§ 10–30 and 10–31(a), on November 3, 2011, the SBA defendants, on their own behalf, and the Investment Company defendants, on behalf of themselves and the Employee defendants, each filed a motion to dismiss the complaint. As grounds for their motions, the defendants asserted (1) insufficient service of process under §§ 52–59b, 34–225, and 33–929; (2) lack of personal jurisdiction for failure to satisfy the requirements of our applicable long arm statutes, § 52–59b (a) and § 33–929(f), and as a violation of constitutional principles of due process; and (3) improper venue pursuant to § 51–345.
In support of their motion to dismiss, the SBA defendants submitted an affidavit by Thomas P. Hunt,...
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