Freeman v. Law Office of J. Xavier Pryor, LLC

Syllabus

The defendants appealed from the trial court's judgment for the plaintiff's limited liability company, F Co., following the court's denial of their pretrial motion to dismiss, which asserted that the plaintiff F lacked standing to bring a direct action against them to recover damages allegedly suffered by F Co. The court granted F's posttrial motion to add F Co. as a party plain- tiff. The defendants claimed that the court improperly applied the narrow exception created by our Supreme Court in Saunders v. Briner (334 Conn. 135) to the general rule that a member of a limited liability company lacks standing to bring a direct action to recover for injuries allegedly suffered by the company. Held: The trial court improperly denied the defendants' motion to dismiss, as F lacked standing in his individual capacity because his claim sought to recover for an injury to F Co., and F failed to demonstrate that allowing him to proceed with a direct action would not prejudice F Co.'s creditors, thus rendering the exception in Saunders inapplicable. The trial court's order granting F's posttrial motion to amend the complaint to add F Co. as a plaintiff did not cure F's lack of standing, as the court lacked subject matter jurisdiction over the entire trial, and there was nothing in the record to indicate that the court made the findings necessary to permit F to add F Co. as a proper party pursuant to statute (§ 52-109) because F did not claim, and the court did not find, that the action was commenced in the name of the wrong person as plaintiff through mistake as is required under § 52-109. Argued October 20, 2025—officially released April 14, 2026