Paquette v. Thompson

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Paquette v. Thompson

RANDALL PAQUETTE v. GARY THOMPSON
ET AL.
(AC 47625)
Elgo, Suarez and Seeley, Js.

Syllabus

The defendants appealed from the trial court’s judgment awarding the
proceeds from the sale of certain real property to the plaintiff in the plain-
tiff’s interpleader action. They claimed, inter alia, that the court erred in
determining that the plaintiff was the sole member of the defendant W
Co., a limited liability company, after the defendant T transferred all of his
membership interest in W Co. to the plaintiff in 2009. Held:

The trial court properly determined that the plaintiff was the sole member
of W Co., as this case was governed by the provisions of the Connecticut
Limited Liability Company Act ((Rev. to 2009) § 34-100 et seq.) and not
the Connecticut Uniform Limited Liability Company Act (§ 34-243 et seq.),
which became effective July 1, 2017, well after T had transferred all of his
membership interest to the plaintiff.

The trial court’s finding that the plaintiff, and not W Co., was entitled to
the disputed funds was not clearly erroneous, as the plaintiff was the sole
member of W Co. at the time of the sale of the subject property in 2021.

Argued October 16, 2025—officially released April 7, 2026

Procedural History

Action for interpleader to determine the parties’ rights
to certain funds held in escrow in connection with the
sale of a real property, and for other relief, brought to
the Superior Court in the judicial district of Hartford
and tried to the court, Rosen, J.; judgment awarding the
funds to the plaintiff, from which the named defendant
et al. appealed to this court. Affirmed.
John A. Sodipo, for the appellants (named defendant
et al.).
Patrick W. Boatman, for the appellee (plaintiff).
SEELEY, J. This interpleader action arises from the
sale of certain real property and a dispute between the
parties as to whether the plaintiff, Randall Paquette, or
the defendant 53 Westwood Lane, LLC (Westwood Lane),
is entitled to the proceeds of that sale. The defendants
Paquette v. Thompson

Westwood Lane and Gary Thompson1 appeal from the
judgment of the trial court awarding the sale proceeds
to the plaintiff. On appeal, the defendants claim, inter
alia, that the trial court improperly (1) found that the
plaintiff is the sole member of Westwood Lane, and (2)
determined that the plaintiff, rather than Westwood
Lane, is entitled to the sale proceeds.2 We affirm the
judgment of the trial court.
The following facts, as found by the court, Rosen, J.,
in a memorandum of decision dated March 20, 2024,
or as undisputed in the record, and procedural history
are relevant to the claims on appeal. “The plaintiff and
Thompson have known each other since the 1990s. In
1999, the plaintiff and Thompson entered into a fifty-
fifty partnership agreement to purchase, improve, and
sell at a profit (‘flip’) certain properties. Over time, the
parties flipped some fifty properties. In or about June,
2004, Thompson formed [Westwood Lane]. Thompson
and the plaintiff were the sole members of [Westwood
Lane]. [Westwood Lane] purchased certain real prop-
erty located at 53 Westwood Lane in Litchfield in 2004
[(53 Westwood Lane property)]. Th[at] property was
renovated and sold at a profit on or about February 28,
2005. The plaintiff and Thompson split the sale proceeds
fifty-fifty. After that sale, [Westwood Lane] was inactive
for several years.
“In the fall of 2008, the plaintiff became aware of
[certain real property known as 175] Blue Hills Avenue
[located in Hartford (Blue Hills Avenue property)] . . . and
proposed to Thompson that they purchase and flip it, as
they did with [the] [53] Westwood Lane property. Thomp-
son was initially interested in acquiring the property but
market conditions deteriorated and he lacked the funds
to participate. The plaintiff agreed to provide the funds
to purchase the property. On or about January 29, 2009,
1
Also named as a defendant in this action is Law Offices of Jon C. Leary
& Associates, LLC, which is not involved in this appeal. In this opinion,
our references to the defendants are to Westwood Lane and Thompson.
2
We address the defendants’ claims in an order different from how
they are presented in their principal appellate brief.
Paquette v. Thompson

Thompson took title to the Blue Hills Avenue property.
On that same day, Thompson executed a declaration of
trust in which he confirmed that he was ‘holding [the
Blue Hills Avenue] property in trust for the benefit of
[the plaintiff] . . . . The funds to purchase the property
have all come from [the plaintiff] who has paid for the
entire purchase price and closing costs. I have agreed to
convey the property at any time to [the plaintiff] or his
designee. [The plaintiff] has agreed to be responsible for
maintaining insurance on the property and paying all
property taxes due.’ . . .
“On February 27, 2009, Thompson executed a quitclaim
deed transferring title to the Blue Hills Avenue property
to [Westwood Lane] for no consideration. . . . That same
day, Thompson signed a document [titled] ‘Transfer
of Interest,’ stating: ‘I, Gary Thompson, of Cromwell,
Connecticut, for One Dollar ($1.00) and other good and
valuable consideration, do hereby transfer all of my mem-
bership interest in and to the Connecticut limited liability
company known as [Westwood Lane] to [the plaintiff] . .
. .’ ” (Citations omitted; emphasis in original; footnotes
omitted.) The court noted in its memorandum of decision
that “[n]either party offered into evidence the operating
agreement for [Westwood Lane], if one exists. The court
credits the plaintiff’s testimony that he was a member of
[Westwood Lane] and does not find credible Thompson’s
testimony that he was [Westwood Lane’s] sole member.”
The court also stated that “[n]either party explained why
Thompson quitclaimed the [Blue Hills Avenue] property
to [Westwood Lane],” “the parties apparently did not file
any documents with the Secretary of the State reflecting
the change in member status,” “Thompson did not file
tax returns for [Westwood Lane] after 2009, and there
was no evidence that he took an active role in [Westwood
Lane’s] affairs after the transfer.”
“After acquiring the property, the plaintiff invested
substantial funds to improve the Blue Hills Avenue
property.3 Thompson invested no money to acquire or
3
“The court [did] not find credible Thompson’s testimony that the
plaintiff did not provide the funds to purchase the [Blue Hills Avenue]
Paquette v. Thompson

improve the property. The plaintiff leased the [Blue Hills
Avenue] property, collected the rents and otherwise
treated the property as his own for a period of eleven to
twelve years. In or about 2020, the plaintiff identified
a purchaser for the property and asked Thompson to
agree to the sale and confirm that the proceeds belonged
to the plaintiff. On June 25, 2020, Thompson sent an
email to the plaintiff ‘confirming that the Blue Hills
Avenue property and [Westwood Lane] [were] granted
to you [in] 2009. You have full authority to sell, transfer
or refinance the property. I agree to provide you with
power of attorney or sign any documents that you may
require.’ . . .
“On or about July 27, 2020, Thompson, purporting
to act as the sole member of [Westwood Lane], exe-
cuted a document [titled], ‘Resolution of 53 Westwood
Lane, LLC,’ stating, among other things: ‘Be it further
RESOLVED that, as the Sole Member of [Westwood
Lane], the undersigned Gary Thompson hereby states
that any and all proceeds and/or profits from the sale
or refinance of the [Blue Hills Avenue] property shall
be paid to [the plaintiff] . . . and/or any other company,
corporation, limited liability company or other such busi-
ness organization or entity of [the plaintiff’s] choosing
. . . . Be it further RESOLVED, that said [plaintiff] is
duly authorized on behalf of [Westwood Lane] to execute
any and all documentation necessary and to take any
other action as necessary to effectuate the terms of the
transaction(s) and proceeds/profits thereof; as described
herein.’ . . .
“The proposed sale in 2020 was not consummated.
In early March, 2021, the plaintiff obtained another
buyer for the Blue Hills Avenue property. Thompson
provided a second resolution purportedly on behalf of
[Westwood Lane] dated March 4, 2021, stating in perti-
nent part: ‘RESOLVED: That Gary Thompson, a Member
property, an assertion that is contradicted by Thompson’s admission
in the declaration of trust that ‘[t]he funds to purchase the property
have all come from [the plaintiff] who has paid for the entire purchase
price and closing costs.’ ”
Paquette v. Thompson

of [Westwood Lane], hereby authorizes and confirms
that the sale proceeds from the sale of the [Blue Hills
Avenue property] shall be paid to [the plaintiff] or any
such entity that [the plaintiff] shall designate, in pay-
ment for services provided by [the plaintiff] in managing
and maintaining the property on behalf of [Westwood
Lane].’4 . . .
“On or about March 5, 2021, the Blue Hills Avenue
property was sold, resulting in net sale proceeds of
$155,331.61. . . . The [Law Offices of Jon C. Leary &
Associates, LLC (Leary law firm)] acted as the settle-
ment agent for the transaction. A dispute thereafter
arose between the plaintiff and Thompson with respect
to the disposition of certain partnership properties. On
July 14, 2021, Thompson instructed the Leary [law]
firm not to release the net sale proceeds and stated that
he was ‘revoking the [resolution concerning Westwood
Lane] that [he had] signed, effective immediately.’ ”
(Citations omitted; emphasis omitted; footnote added;
footnote in original.)
The plaintiff commenced the present interpleader
action on September 9, 2021. On October 5, 2021, the
Leary law firm filed a motion to pay funds into court,
which was granted on November 10, 2021, and the Leary
law firm thereafter deposited $147,130.19 (disputed
funds) into court, which represented the net sale proceeds
less a payment to the Metropolitan District [Commission]
of $7551.42 and $650 in attorney’s fees to the Leary law
firm. On December 15, 2021, the plaintiff filed a motion
for an interlocutory judgment of interpleader, which the
court, Rosen, J., granted on May 16, 2022.
In his second amended complaint filed on October 11,
2022, the plaintiff alleged that he commenced this inter-
pleader action to resolve a disagreement between the
parties regarding the disputed funds. He alleged that,
4
The plaintiff testified that, in connection with the potential sale of
the Blue Hills Avenue property in 2020, and its sale in 2021, the bank
had required him to obtain the resolutions from Thompson, who was still
listed as a member of Westwood Lane with the Secretary of the State.
Paquette v. Thompson

“[a]s evidenced by the 2009 declaration of trust and
transfer of interest, Thompson no longer had a legal
ownership right in the Blue Hills [Avenue] property and
[that] [the plaintiff] was at all times the equitable owner
of the Blue Hills [Avenue] property.5 . . . As evidenced by
several resolutions signed by Thompson purportedly on
behalf of [Westwood Lane], [the plaintiff] was contrac-
tually entitled to receipt of the [disputed] funds. . . . By
attempting to revoke the aforesaid resolutions months
after the closing and many years after transferring away
his interests in the Blue Hills [Avenue] property and
[Westwood Lane], Thompson, acting independently and
allegedly through [Westwood Lane], has breached his
contract.” (Footnote added.)
“In their July 24, 2023, statement of claim, Thomp-
son and [Westwood Lane] assert that the Connecticut
Uniform Limited Liability Company Act [(CULLCA)],
General Statutes § 34-243 et seq., effective July 1, 2017
. . . is the law applicable to this action. They argue that
(1) an unrecorded transfer that purports to transfer
all of a member’s interests in a limited liability com-
pany alone does not cause a dissociation of the member
under General Statutes § 34-259a (a);6 (2) the plaintiff
failed to allege facts showing Thompson’s dissociation of
[Westwood Lane], and therefore the plaintiff is at best a
transferee and an unsecured creditor of [Westwood Lane]
pursuant to General Statutes § 34-255c (d); (3) property
transferred to or otherwise acquired by a limited liability
5
We find no merit to the defendants’ contention in their principal
appellate brief that the plaintiff never alleged in his complaint that he
had an equitable interest in the disputed funds in light of the plaintiff’s
allegation that he was, at all times, the equitable owner of the Blue
Hills Avenue property.
6
General Statutes § 34-259a (a) provides in relevant part: “[A] trans-
fer, in whole or in part, of a transferable interest: (1) Is permissible;
(2) does not by itself cause a member’s dissociation or a dissolution and
winding up of the limited liability company’s activities and affairs; and
(3) subject to section 34-259c, does not entitle the transferee to: (A)
Participate in the management or conduct of the company’s activities
and affairs; or (B) except as provided in subsection (c) of this section,
have access to records or other information concerning the company’s
activities and affairs.”
Paquette v. Thompson

company is property of the limited liability company and
not the members individually; (4) regardless of whether
the plaintiff is a member or transferee, he has no interest
in the sale proceeds, which belong to [Westwood Lane]; (5)
[Westwood Lane] is the rightful owner of the proceeds;
and (6) Thompson has an interest in the proceeds that
is secondary to that of [Westwood Lane]. . . . Given that
Thompson disclaimed any entitlement to the disputed
funds at trial, the issue before the court is whether the
plaintiff or [Westwood Lane] is entitled to those funds.”7
(Citation omitted; footnote added.)
The court held a trial on September 29, 2023, at
which the plaintiff and Thompson testified, and the
court admitted various exhibits submitted by the parties
into evidence. On March 20, 2024, the court issued its
memorandum of decision, in which it determined that the
plaintiff was entitled to the disputed funds. This appeal
followed.8 Additional facts and procedural history will
be set forth as necessary.
Before addressing the merits of the claims on appeal,
we first set forth the general legal principles governing
interpleader actions. General Statutes § “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 com-
plaint in equity, in the nature of a bill of interpleader,
to any court which by law has equitable jurisdiction of
7
At trial, Thompson acknowledged that he, personally, did not have
any claim to the disputed funds.
8
During oral argument before this court, there was a suggestion that
Westwood Lane had been dissolved. We, therefore, ordered the parties
to file documentation regarding the current status of Westwood Lane
on or before October 29, 2025. The documentation filed by the parties
demonstrates that Westwood Lane was listed as an active limited liabil-
ity company with the Secretary of the State at the time this appeal was
filed and is currently listed as an active business, despite having been
administratively dissolved in December, 2021, and August, 2025, for
having failed to file annual reports, as certificates of reinstatement
were filed on March 14, 2022, and on October 17, 2025, the day after
oral argument before this court.
Paquette v. Thompson

the parties and amount in controversy, making all per-
sons 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 . . . .’
‘Actions pursuant [to] § 52-484 involve two distinct parts
. . . . In the first part, the court must determine whether
the interpleader plaintiff has alleged facts sufficient to
establish that there are adverse claims to the fund or
property at issue. . . . If the court considers interpleader
to be proper under the circumstances, then the court
may render an interlocutory judgment of interpleader.
. . . Only once an interlocutory judgment of interpleader
has been rendered may the court hold a trial on the mer-
its, compelling the parties to litigate their respective
claims to the disputed property.’ ” John Hancock Life
Ins. Co. v. Curtin, 219 Conn. App. 613, 621, 295 A.3d
1055, cert. granted on other grounds, 348 Conn. 921,
304 A.3d 147 (2023) (appeal withdrawn November 22,
2024). In the present case, the trial court determined that
“the plaintiff satisfied the elements of an interpleader
action,” as he “alleged facts sufficient to establish that
there [were] adverse claims to the disputed funds . . .
.” Thus, the court granted an interlocutory judgment
of interpleader, after which the parties litigated their
claims to the disputed funds before the court.
“It is well established that [i]n a case tried before a
court, the trial judge is the sole arbiter of the credibil-
ity of the witnesses and the weight to be given specific
testimony. . . . On appeal, we do not retry the facts or
pass on the credibility of witnesses. . . . We afford great
weight to the trial court’s findings because of its func-
tion to weigh the evidence and determine credibility. .
. . Thus, those findings are binding upon this court unless
they are clearly erroneous in light of the evidence and the
pleadings in the record as a whole. . . . A finding of fact is
clearly erroneous when there is no evidence in the record
to support it . . . or when although there is evidence to
support it, the reviewing court on the entire evidence
is left with the definite and firm conviction that a mis-
take has been committed.” (Internal quotation marks
Paquette v. Thompson

omitted.) Miller v. Maurer, 189 Conn. App. 769, 774,
208 A.3d 1249 (2019). With these principles in mind,
we turn to the claims raised on appeal.
I
The defendants claim that the court improperly found
that the plaintiff is the sole member of Westwood Lane.
Specifically, they claim that Thompson’s transfer in 2009
of his membership interest in Westwood Lane did not
terminate his membership in Westwood Lane. In support
of this claim, the defendants rely on the provisions of
CULLCA, namely, § 34-259a (a), which provides that a
transfer in whole or in part of a member’s interest does
not in and of itself cause a member’s dissociation from
the limited liability company. We agree with the court
that the defendants’ reliance on CULLCA is misplaced.
At the outset, we note that the question of whether the
court properly determined that the plaintiff’s claims are
not governed by CULLCA presents an issue of statutory
construction over which we exercise plenary review. See
Meadowbrook Center, Inc. v. Buchman, 328 Conn. 586,
594, 181 A.3d 550 (2018) (“ ‘[t]he interpretation and
application of a statute . . . involves a question of law over
which [appellate] review is plenary’ ”); RCN Capital, LLC
v. Sunford Properties & Development, LLC, 196 Conn.
App. 823, 829, 231 A.3d 201 (2020) (same); In re Fran-
cisco R., 111 Conn. App. 529, 536, 959 A.2d 1079 (2008)
(“ ‘[w]e review the application of a statute to a particular
set of facts by the plenary standard of review’ ”). “When
construing a statute, [o]ur fundamental objective is to
ascertain and give effect to the apparent intent of the
legislature. . . . In seeking to determine that meaning,
General Statutes § 1-2z directs us first to consider the
text of the statute itself and its relationship to other
statutes. If, after examining such text and considering
such relationship, the meaning of such text is plain and
unambiguous and does not yield absurd or unworkable
results, extratextual evidence of the meaning of the
statute shall not be considered. . . . It is a basic tenet of
statutory construction that [w]e construe a statute as
Paquette v. Thompson

a whole and read its subsections concurrently in order
to reach a reasonable overall interpretation.” (Internal
quotation marks omitted.) Loch View, LLC v. Windham,
237 Conn. App. 462, 486, A.3d (2026).
At the time of Thompson’s transfer of “all of [his]
interest” in Westwood Lane in 2009, the law governing
limited liability companies was the Connecticut Lim-
ited Liability Company Act (CLLCA), General Statutes
§ 34-100 et seq. General Statutes (Rev. to 2009) § 34-170
(a) of CLLCA provides in relevant part: “(1) A limited
liability company membership interest is assignable in
whole or in part; (2) an assignment entitles the assignee
to receive, to the extent assigned, only the distributions
to which the assignor would be entitled . . . (4) until the
assignee of a limited liability company interest becomes
a member, the assignor continues to be a member and
to have the power to exercise any rights of a member . .
. .” Pursuant to General Statutes (Rev. to 2009) § 34-172
(d), “a member who assigns his entire limited liability
company membership interest ceases to be a member
or to have the power to exercise any rights of a member
when any assignee of his interest becomes a member with
respect to the assigned interest.”
Effective July 1, 2017, our legislature repealed
CLLCA; see Public Acts 2016, No. 16-97, § 110; and
replaced it with CULLCA. See Rubin v. Brodie, 228 Conn.
App. 617, 634, 325 A.3d 1096 (2024). “CULLCA made
many changes to the laws governing limited liability
companies . . . .” (Internal quotation marks omitted.)
Id. Relevant to the present case, § 34-259a (a) provides
in relevant part that “a transfer, in whole or in part, of
a transferable interest: (1) Is permissible; [and] (2) does
not by itself cause a member’s dissociation or a dissolu-
tion and winding up of the limited liability company’s
activities and affairs . . . .” The defendants rely on this
language in support of their claim that Thompson did
not cease being a member of Westwood Lane in 2009
when he transferred “all of [his] interest” in the com-
pany to the plaintiff, and that “Thompson’s rights and
Paquette v. Thompson

responsibilities as a member remained in full effect . .
. .” They contend that the transaction at issue in this
case concerns the resolution executed by Thompson in
March, 2021, and that, because Thompson allegedly
breached that resolution in 2021 when he directed the
Leary law firm not to release the disputed funds to the
plaintiff, the present case is governed by the provisions
of CULLCA, rather than CLLCA. We disagree.
Initially, we point out that the defendants are mis-
taken in their reliance on 2021 as the operative year for
purposes of determining which law applies to this case.
Although this interpleader action concerns the proceeds
from the sale of the Blue Hills Avenue property in 2021
and the failure of the Leary law firm to convey the dis-
puted funds from that sale to the plaintiff, a determina-
tion of the central issue of which party is entitled to the
disputed funds requires an examination of the effect of
Thompson’s transfer of his interest in Westwood Lane to
the plaintiff in 2009, following the purchase of the Blue
Hills Avenue property. As we noted previously in this
opinion, when the plaintiff proposed to Thompson that
they should purchase and “flip” that property, Thompson
lacked sufficient funds to participate, and the plaintiff
agreed to provide the funds to purchase the property. On
the same day that Thompson took title to the Blue Hills
Avenue property, he executed a declaration of trust in
which he confirmed that he was “holding [the Blue Hills
Avenue] property in trust for the benefit of [the plain-
tiff],” that “[t]he funds to purchase the property ha[d]
all come from [the plaintiff],” and that he had “agreed
to convey the property at any time to [the plaintiff] or
his designee.” Approximately one month later, Thomp-
son executed a quitclaim deed transferring title to the
Blue Hills Avenue property to Westwood Lane, and, on
that same day, he signed a document titled, “Transfer
of Interest,” in which he transferred “all of [his] mem-
bership interest in and to [Westwood Lane] . . . to [the
plaintiff] . . . .’ ” (Emphasis added.) As the court stated in
its memorandum of decision, “[t]he defendants’ principal
argument” concerned Thompson’s 2009 transfer of his
Paquette v. Thompson

membership interest to the plaintiff, and the issue before
the court was whether the plaintiff or Westwood Lane
was entitled to the disputed funds, which necessarily
hinged on the legal effect of that transfer.
Consequently, we conclude that we must look to the
law in effect in 2009—CLLCA—to determine the legal
effect of Thompson’s transfer of his interest in Westwood
Lane. See generally Deming v. Nationwide Mutual Ins.
Co., 279 Conn. 745, 780, 905 A.2d 623 (2006) (“[T]he
law . . . is that statutes existing at the time a contract
is made become part of it and must be read into it just
as if an express provision to that effect were inserted
therein, except where the contract discloses a contrary
intention. . . . Contracting parties are presumed to con-
tract in reference to existing law, and to have in mind
all the existing laws relating to the contract, or to the
subject matter thereof.” (Citations omitted; internal
quotation marks omitted.)); Tyler v. Schnabel, 34 Conn.
App. 216, 220–21, 641 A.2d 388 (1994) (applying law in
effect at time alleged fraudulent conveyance was made);
see also Curley v. Phoenix Ins. Co., 220 Conn. App. 732,
754, 299 A.3d 1133 (“statute existing at the time an
agreement is executed becomes a part of it and must be
read into it” (internal quotation marks omitted)), cert.
denied, 348 Conn. 914, 303 A.3d 260 (2023). Therefore,
the trial court correctly concluded that the defendants’
arguments predicated on CULLCA were inapplicable.9
When we apply the provisions of CLLCA to the facts of
this case, we agree with the trial court’s conclusion that
the plaintiff became the sole member of Westwood Lane
on February 27, 2009, when Thompson transferred all of
his membership interest in the limited liability company
to the plaintiff. The court found that, at the time of that
transfer, the plaintiff was a member of Westwood Lane.
In making that finding, the court specifically credited the
plaintiff’s testimony that he was a member of Westwood
9
We note that the defendants’ claim on appeal that Thompson remained
a member of Westwood Lane following the transfer of his interest to the
plaintiff in 2009 is predicated solely on an application of the provisions
of CULLCA, which we have determined do not apply.
Paquette v. Thompson

Lane and found not credible Thompson’s testimony that
he was the sole member of Westwood Lane. It is axiom-
atic that, as a reviewing court, we must defer to the trial
court’s credibility findings. See Prescott v. Gilshteyn,
227 Conn. App. 553, 575–76, 322 A.3d 1060 (“[T]he trial
court is free to accept or reject, in whole or in part, the
evidence presented by any witness, having the opportu-
nity to observe the witnesses and gauge their credibility. .
. . This court defers to the trial court’s discretion in
matters of determining credibility and the weight to
be given to a witness’ testimony.” (Internal quotation
marks omitted.)), cert. denied, 350 Conn. 926, 326 A.3d
248 (2024); State v. Leuders, 225 Conn. App. 612, 645,
317 A.3d 69 (“[w]e thus defer to the trial court’s cred-
ibility determination and conclude that its derivative
findings were not clearly erroneous”), cert. denied, 349
Conn. 920, 321 A.3d 402 (2024). Accordingly, we can-
not conclude that the court’s finding that the plaintiff
was a member of Westwood Lane at the time Thompson
transferred his interest therein is clearly erroneous. See
Alpha Beta Capital Partners, L.P. v. Pursuit Investment
Management, LLC, 193 Conn. App. 381, 441, 219 A.3d
801 (2019) (“to the extent that the court’s decision is
founded on its credibility determinations, we cannot
second-guess those determinations on appeal”), cert.
denied, 334 Conn. 911, 221 A.3d 446 (2020), and cert.
denied, 334 Conn. 911, 221 A.3d 446 (2020). Our deter-
mination is further supported by evidence concerning
Thompson’s actions in the years following the transfer.
The court found that “Thompson did not file tax returns
for [Westwood Lane] after 2009, and there was no evi-
dence that he took any active role in [Westwood Lane’s]
affairs after the transfer.” Additionally, in a June, 2020
email, Thompson confirmed that Westwood Lane had
been “granted to [the plaintiff] [in] 2009,” and that the
plaintiff had “full authority to sell, transfer or refinance
the property,” and, in the 2020 and 2021 resolutions
that Thompson had signed concerning Westwood Lane,
Thompson reiterated that the plaintiff was “duly autho-
rized” to act on behalf of Westwood Lane and was entitled
Paquette v. Thompson

to “all proceeds and/or profits from the sale or refinance
of the [Blue Hills Avenue] property . . . .”
Pursuant to General Statutes (Rev. to 2009) § 34-172
(d), “a member who assigns his entire limited liability
company membership interest ceases to be a member
or to have the power to exercise any rights of a member
when any assignee of his interest becomes a member with
respect to the assigned interest.” In the present case, the
plaintiff already was a member of Westwood Lane when
Thompson transferred “all of [his] membership interest”
in the company to the plaintiff; thus, Thompson ceased
to be a member upon that transfer.10 Accordingly, the
trial court properly determined that the plaintiff is the
sole member of Westwood Lane, and the defendants’
claim, therefore, fails.
II
Next, we address the claim raised by Westwood Lane11
that the trial court improperly determined that the plain-
tiff, rather than Westwood Lane, is entitled to the dis-
puted funds. We do not agree.
We review the court’s finding that the plaintiff was
entitled to the disputed funds under the clearly erroneous
standard of review. See, e.g., Miller v. Maurer, supra,
189 Conn. App. 776 (court’s finding in interpleader
10
It necessarily follows that Thompson, as a former member of West-
wood Lane, no longer had any legal interest in the company and, thus,
had no legal right to instruct the Leary law firm to withhold payment
to the plaintiff, and the resolutions that he purportedly executed on
behalf of Westwood Lane in 2020 and 2021 were without legal effect.
11
To the extent that Thompson, who claims no entitlement to the
disputed funds personally, purports to raise this claim on behalf of
Westwood Lane, we conclude that he lacks standing to do so. In light of
our determination that Thompson no longer is a member of Westwood
Lane, a determination of whether the plaintiff or Westwood Lane is
entitled to the disputed funds cannot be said to adversely affect any
cognizable legal interest of Thompson. See Miller v. Maurer, supra, 189
Conn. App. 779; see also Christophersen v. Christophersen, 150 Conn.
App. 174, 181–82, 90 A.3d 357 (2014) (putative rights that defendant
asserted belonged to trust and not to defendant personally and, there-
fore, defendant lacked standing to pursue rights of trust on appeal).
Therefore, we address this claim only with respect to Westwood Lane.
Paquette v. Thompson

action that plaintiff was entitled to 15 percent of settle-
ment proceeds was not clearly erroneous). As we have
indicated in this opinion, “[a] finding of fact is clearly
erroneous when there is no evidence in the record to
support it . . . or when although there is evidence to
support it, the reviewing court on the entire evidence is
left with the definite and firm conviction that a mistake
has been committed.” (Internal quotation marks omit-
ted.) Id., 774. “Because it is the trial court’s function
to weigh the evidence and [to] determine credibility, we
give great deference to its findings.” (Internal quotation
marks omitted.) Kenmore Road Assn., Inc. v. Bloom-
field, 206 Conn. App. 877, 880, 261 A.3d 861 (2021);
see also State v. Cusson, 210 Conn. App. 130, 155 n.21,
269 A.3d 828 (“the trial court is given great deference
in its fact-finding function because it is in the unique
[position] to view the evidence presented in a totality
of circumstances . . . including its observations of the
demeanor and conduct of the witnesses and parties”
(internal quotation marks omitted)), cert. denied, 343
Conn. 913, 274 A.3d 114 (2022).
We conclude that the evidence in the record supports
the court’s finding that the plaintiff was entitled to the
disputed funds. Specifically, the plaintiff testified that
Westwood Lane was formed for the purpose of purchasing
the 53 Westwood Lane property and that Westwood Lane
purchased that property. Thereafter, the plaintiff and
Thompson renovated the property, sold it at a profit, and
split the sale proceeds fifty-fifty. In 2009, when the plain-
tiff became aware of the Blue Hills Avenue property, he
wanted to purchase and “flip” the property similar to the
53 Westwood Lane property. Because Thompson lacked
sufficient funds to participate, the plaintiff provided the
funds for the purchase of the Blue Hills Avenue property,
and Thompson initially took title to the property in his
name. Thompson, however, subsequently transferred
title to the property to Westwood Lane and his interest
in Westwood Lane to the plaintiff.
Paquette v. Thompson

As we have concluded in part I of this opinion, when
Thompson transferred his entire interest in Westwood
Lane to the plaintiff in 2009, the plaintiff became the
sole member of Westwood Lane. The court found that,
“[u]pon the transfer, the plaintiff was entitled to all
distributions to which Thompson would otherwise have
been entitled. See [General Statutes (Rev. to 2009)]
§ 34-170 (a) (1), (2) and (4).” In light of the previous
transaction concerning the 53 Westwood Lane property,
which also had been purchased by Westwood Lane,12 and
in which Thompson and the plaintiff sold the property at
a profit and split the sale proceeds fifty-fifty, the court
reasonably concluded that the plaintiff, now as the sole
member of Westwood Lane, was entitled to the entire
12
On appeal, Westwood Lane argues that, even if this court concludes
that the provisions of CLLCA apply to this case, the Blue Hills Avenue
property became property of Westwood Lane upon its transfer by quit-
claim deed to the limited liability company and, thus, that the proceeds
of its sale belong to Westwood Lane, not the plaintiff. “A duly executed
quitclaim deed ‘has the force and effect of a conveyance to the releasee
of all the releasor’s right, title and interest in and to the property
described . . . . [It] may be used as a release of a mortgage, attachment,
judgment lien or any other interest in real property.’ General Statutes
§ 47-36f.” Bayview Loan Servicing, LLC v. Ishikawa, 220 Conn. App.
625, 634, 298 A.3d 1276 (2023). Moreover, General Statutes (Rev.
to 2009) § 34-167 (a) “clearly establishes that [p]roperty transferred
to or otherwise acquired by a limited liability company is property of
the limited liability company and not of the members individually and
that [a] member has no interest in specific limited liability company
property.” (Internal quotation marks omitted.) Bongiorno v. Capone,
185 Conn. App. 176, 199, 196 A.3d 1212, cert. denied, 330 Conn. 943,
195 A.3d 1134 (2018).
Thus, we agree that, by virtue of Thompson’s transfer of title to the
Blue Hills Avenue property to Westwood Lane by quitclaim deed in 2009,
not only did Thompson no longer have any legal interest in the property,
but also the Blue Hills Avenue property became property of the limited
liability company—Westwood Lane. We do not agree, however, that
this renders the court’s finding that the plaintiff was entitled to the
disputed funds improper. As we have indicated, the court found that
the plaintiff was entitled to all distributions to which Thompson would
otherwise have been entitled, and in light of the fifty-fifty split of the
proceeds from the sale of the 53 Westwood Lane property, which also
had been purchased by Westwood Lane, we find this claim unavailing.
Westwood Lane has not directed this court to any authority demonstrat-
ing error in the court’s judgment.
Paquette v. Thompson

amount of the disputed proceeds. Accordingly, we can-
not conclude that the court’s finding that the plaintiff
was entitled to the disputed funds is clearly erroneous.13
The judgment is affirmed.
In this opinion the other judges concurred.

13
The defendants also claim that the trial court improperly found that
Thompson breached a contractual agreement he had entered into with
the plaintiff. Because the defendants’ arguments in support of this
claim are premised primarily on the provisions of CULLCA, the claim
necessarily fails in light of our determination that the provisions of
CULLCA do not apply to this case. Moreover, even if we were to agree
that the court improperly found that Thompson was in breach of his
contractual agreement with the plaintiff, that would not alter our
determination that the court’s finding that the plaintiff was entitled
to the disputed funds is not clearly erroneous. The court’s award of the
disputed funds to the plaintiff did not constitute damages for breach
of contract; rather, the court’s finding that the plaintiff was entitled
to the disputed funds was based on its finding that the plaintiff became
the sole member of Westwood Lane in 2009 upon Thompson’s transfer of
his interest to the plaintiff, which entitled the plaintiff to all distribu-
tions to which Thompson would have been entitled.