Trikona Advisers Ltd. v. Haida Invs. Ltd.

• Decision Date: 01 September 2015
• Docket Number: No. 19439.,19439.
• Citation: 318 Conn. 476,122 A.3d 242
• Court: Connecticut Supreme Court
• Parties: TRIKONA ADVISERS LIMITED v. HAIDA INVESTMENTS LIMITED et al.

318 Conn. 476

122 A.3d 242

TRIKONA ADVISERS LIMITED

v.HAIDA INVESTMENTS LIMITED et al.

No. 19439.

Supreme Court of Connecticut.

Argued April 21, 2015.

Decided Sept. 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, Bridgeport, 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, West Hartford, for the appellee (plaintiff Vera Financial Corporation).

ROGERS, C.J., and PALMER, ZARELLA, EVELEIGH, ESPINOSA and VERTEFEUILLE, Js.

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 Limited (Trikona), an investment advisory corporation specializing 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, pursuant to General Statutes § 52–484, to determine ownership of the shares.¹ The named defendant, Haida Investments Limited (Haida), appeals from the judgment of the trial court rendering an interlocutory judgment 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 competing 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 judgment 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, representing 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 complaint). 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 interest, 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 “executed 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 shareholders of Trikona, filed a petition to wind-up and dissolve 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, otherwise 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 charging order was made absolute, Haida and ARC Capital issued a summons for the sale of the shares by public 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 allegations 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 Capital 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 reconsideration of the trial court's interlocutory judgment of interpleader. 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. Specifically, this court ordered clarification as to “whether [the trial court] found [that there were claims by] two or more [persons] to the [shares].” The trial court issued an articulation in which it stated that it had “concluded that all of the parties who participated in the interpleader hearing had, and apparently still have, claims to the [shares] which were and are strong enough to justify the standards of an interlocutory judgment of interpleader.” (Emphasis in original.) The trial court further clarified that it cannot “make the necessary determinations as to any of the ... parties, who are at this point in the case at least potentially entitled to some interest in the [shares], until the case is tried on the merits.”

Before we address the claims on appeal, we begin by setting forth the general legal principles governing interpleader actions pursuant to § 52–484. “Although interpleader originally derived from common law and equity, in [1893], the legislature adopted ‘a broad statutory bill in the nature of interpleader that did not incorporate the traditional equitable restriction[s] [on interpleader]. Except for the addition of a provision for costs and fees and for a few trivial language modifications, this statute remains as Connecticut's interpleader rule.’ ” Vincent Metro, LLC v. Yah Realty, LLC, 297 Conn. 489, 495–96, 1 A.3d 1026 (2010), quoting 2 E. Stephenson, Connecticut Civil Procedure (3d Ed.2002) § 225(b). Section 52–484 provides in relevant part: “Whenever any person has, or is alleged to have, any money or other property in his possession which is claimed by two or more persons, either he, or any of the persons claiming the same, may bring a complaint in equity, in the nature of a bill of interpleader, to any court which by law has equitable jurisdiction of the parties and amount in controversy, making all persons parties who claim to be entitled to or interested in such money or other property. Such court shall hear and determine all questions which may arise in the case ....”

“ ‘[I]nterpleader is a broad joinder device to facilitate consolidation of related claims so as to avoid multiple litigation as well as protection against multiple liability....’ ” Vincent Metro, LLC v. Yah Realty, LLC, supra, 297 Conn. at 496, 1 A.3d 1026, quoting 2 E. Stephenson, supra, § 225(a). “The classic interpleader action existing in equity, prior to the enactment of the statute, was brought by a disinterested stakeholder to establish the undivided ownership of money or property claimed by two or more entities or individuals.... After the passage of the forerunner to § 52–484 in 1893, the rule that an interpleader action be maintained only by a stakeholder with no interest in the disposition of the fund was relaxed.” (Citations omitted.) Millman v. Paige, 55 Conn.App. 238, 242, 738 A.2d 737 (1999). “Section 52–484 does not preclude an action ... in which all claimants, including an interested possessor, as defendants, seek all or a portion of the amount being held by one of the defendants. The equitable purpose of the statute is to give all those interested or entitled to all or a portion of a fund held by another an opportunity to resolve all questions in a single action.” Id., at 243, 738 A.2d 737 ; see also Vincent Metro, LLC v. Yah Realty, LLC, supra, at 497 n. 9, 1 A.3d 1026 (noting that “stakeholders may commence inter-pleader actions even if they have an interest in the disputed fund”).

“Actions pursuant § 52–484 involve two distinct parts....” (Internal quotation marks...