N.E. Construction Co., LLC v. Anton

Syllabus

The plaintiff appealed from the trial court's judgment dismissing its action for lack of subject matter jurisdiction following its grant of the defendants' motion to dismiss. The plaintiff, a voluntarily dissolved limited liability company, claimed that the court improperly concluded that it lacked stand- ing because it failed to demonstrate that it had brought its action as part of its winding up process. Held: The trial court erred in granting the defendants' motion to dismiss, as the plaintiff was not required to plead and did not fail to demonstrate that it brought this action as part of the process of winding up its affairs pursu- ant to a provision (§ 34-267a) of the Connecticut Uniform Limited Liability Company Act (§ 34-243 et seq.), as the language of § 34-267a clearly and unambiguously authorized a dissolved limited liability company to prosecute and defend civil actions as part of the winding up process, there was nothing in that statute or the broader statutory scheme that suggested the legislature intended to impose the requirement that an entity must plead its dissolution and winding up status when initiating litigation, and § 34-267a does not impose a strict time limitation on a limited liability company's authority to wind up its activities and affairs. Argued January 20—officially released June 16, 2026