Fischer v. M&T Bank, N.A.

************************************************
The “officially released” date that appears near the
beginning of an opinion is the date the opinion will be
published in the Connecticut Law Journal or the date it
is released as a slip opinion. The operative date for the
beginning of all time periods for the filing of postopin-
ion motions and petitions for certification is the “offi-
cially released” date appearing in the opinion.
All opinions are subject to modification and technical
correction prior to official publication in the Connecti-
cut Law Journal and subsequently in the Connecticut
Reports or Connecticut Appellate Reports. In the event
of discrepancies between the advance release version of
an opinion and the version appearing in the Connecti-
cut Law Journal and subsequently in the Connecticut
Reports or Connecticut Appellate Reports, the latest
version is to be considered authoritative.
The syllabus and procedural history accompanying
an opinion that appear in the Connecticut Law Jour-
nal and subsequently in the Connecticut Reports or
Connecticut Appellate Reports are copyrighted by the
Secretary of the State, State of Connecticut, and may
not be reproduced or distributed without the express
written permission of the Commission on Official Legal
Publications, Judicial Branch, State of Connecticut.
************************************************
Page 0 CONNECTICUT LAW JOURNAL 0, 0

2 ,0 0 Conn. App. 1
Fischer v. M&T Bank, N.A.

ALAN FISCHER v. M&T BANK, N.A., ET AL.
(AC 47029)
Alvord, Elgo and Seeley, Js.

Syllabus

The plaintiff appealed from the trial court’s judgment dismissing his action
for, inter alia, breach of contract, for lack of standing. The plaintiff claimed
that the court erred in concluding that, as a member of a limited liability
company, A Co., he did not have derivative authority to act on behalf of L
Co., a limited partnership of which A Co. was the general partner. During
the pendency of this appeal, A Co. was dissolved and ceased to act as
general partner for L Co., and L Co. was dissolved, and a receiver was
appointed to act on L Co.’s behalf. Held:

This court dismissed the plaintiff’s appeal for lack of standing, as the plaintiff
did not have a specific personal or legal interest in this appeal from the
dismissal of his action concerning L Co.’s rights with respect to a certain
mortgage refinance, A Co. and L Co. having been dissolved and a receiver
having been appointed pursuant to statute (§ 52-509 (a)) for L Co., and the
receiver, rather than the plaintiff, is the only person authorized pursuant to
statute (§ 52-511) to act on L Co.’s behalf.
Argued February 18—officially released June 10, 2025

Procedural History

Action to recover damages for, inter alia, breach of
contract, and for other relief, brought to the Superior
Court in the judicial district of Fairfield and transferred
to the judicial district of Ansonia-Milford, where the
court, J. Welch, J., granted the defendants’ motion to
dismiss and rendered judgment thereon, from which
the plaintiff appealed to this court. Appeal dismissed.
Laurence V. Parnoff, Jr., for the appellant (plaintiff).
James T. Shearin, with whom was Marcy Tench Sto-
vall, for the appellees (defendants).
Opinion

SEELEY, J. The plaintiff, Alan Fischer, appeals from
the judgment of the trial court dismissing his action
0, 0 CONNECTICUT LAW JOURNAL Page 1

0 Conn. App. 1 ,0 3
Fischer v. M&T Bank, N.A.

for, inter alia, breach of contract against the defendants,
M&T Bank, N.A. (M&T Bank),1 formerly known as Peo-
ple’s United Bank, N.A. (People’s United),2 and two
former bank employees, Kenneth Nuzzolo and Virgilio
Lopez, Jr. On appeal, the plaintiff raises a number of
claims related to the court’s dismissal of his action. We
dismiss the appeal for lack of standing.
The following facts, which are either undisputed or
taken from the operative amended complaint, or were
set forth by this court in a prior appeal involving the
parties; see Fischer v. People’s United Bank, N.A., 216
Conn. App. 426, 285 A.3d 421 (2022), cert. denied, 346
Conn. 904, 287 A.3d 136 (2023); and procedural history
are relevant to our resolution of this appeal. The plain-
tiff is a licensed real estate broker and one of three
members of AJC Management, LLC (AJC), a limited
liability company that is the general partner of 1730
State Street Limited Partnership (1730 LP). The other
two members of AJC were Jefferson Scinto and Chris-
tian Scinto. The original limited partners of 1730 LP
were Karen Scinto, Marianne Scinto, and Gabrielle
Fischer. Karen Scinto subsequently sold, assigned, or
transferred her interest in 1730 LP to Christian Scinto.
Under 1730 LP’s partnership agreement, AJC, as general
partner, had ‘‘full, exclusive and complete discretion’’
to manage and control 1730 LP, which included ‘‘the
right to . . . [c]ompromise, submit to arbitration, sue
or defend any and all claims for or against [1730 LP].’’
‘‘On behalf of AJC, [the plaintiff] has managed . . .
property owned by 1730 LP since 1998 [which is located
at 1730 Commerce Drive in Bridgeport (property)]. [The
plaintiff’s] duties on behalf of AJC . . . included acting
1
M&T Bank is formally known as Manufacturers and Traders Trust Com-
pany.
2
M&T Bank is the successor by merger to People’s United, which merger
occurred on or about April 2, 2022.
Page 2 CONNECTICUT LAW JOURNAL 0, 0

4 ,0 0 Conn. App. 1
Fischer v. M&T Bank, N.A.

as the property’s sole property manager and negotiating
and securing mortgages for the property.
‘‘On or about December, 2019, [the plaintiff] began
negotiating with People’s United, through Lopez, to refi-
nance [a] 2010 mortgage loan on the property. As a
result of the negotiations, People’s United offered to
refinance the 2010 mortgage under new terms, which
would include lower interest rates, and to extend a new
loan for environmental remedial costs. People’s United
confirmed these offers in a mortgage commitment letter
dated July 28, 2020. Thereafter, People’s United sent
[the plaintiff] a checklist of the documents it required
in order to formalize the new loan and refinance the
2010 mortgage.
‘‘The initial checklist of required documents included
the 1730 LP partnership agreement. After People’s
United received and reviewed the 1730 LP partnership
agreement, it requested that [the plaintiff] provide a
resolution from AJC, 1730 LP’s general partner, that
was signed by all of AJC’s members and stated that
AJC authorized the loan and execution of the closing
documents. Due to a dispute between the members of
AJC, People’s United never received a resolution that
was signed by all members of AJC. On August 24, 2020,
People’s United notified [the plaintiff] that the July 28,
2020 commitment letter was rescinded due to [the plain-
tiff’s] failure to obtain an acceptable resolution from
AJC. As a result of the unsuccessful refinancing of the
property’s loan, the 2010 mortgage was declared to be
in default on August 26, 2020.’’ (Footnote omitted.)
Fischer v. People’s United Bank, N.A., supra, 216 Conn.
App. 430–31.
As a result of the unsuccessful negotiations in 2020
to refinance the 2010 mortgage on the property owned
by 1730 LP, the plaintiff commenced the action in
Fischer against People’s United, Nuzzolo and Lopez.
0, 0 CONNECTICUT LAW JOURNAL Page 3

0 Conn. App. 1 ,0 5
Fischer v. M&T Bank, N.A.

The action in Fischer was brought by the plaintiff; the
plaintiff’s real estate company, Fischer Real Estate, Inc.;
and 1730 LP. See id., 428. In Fischer, the trial court
dismissed the claims asserted on behalf of 1730 LP for
lack of subject matter jurisdiction; id., 432; and this
court affirmed the dismissal of those claims on appeal.
See id., 448. This court also dismissed the appeal as to
the plaintiff and Fischer Real Estate, Inc., for lack of
a final judgment, as all causes of action brought by
those plaintiffs had not been disposed of by the trial
court. See id., 435–37.
Subsequently, the plaintiff commenced the present
action on January 23, 2023, which also stems from the
unsuccessful negotiations in 2020 to refinance 1730 LP’s
2010 mortgage. In an amended complaint filed on March
27, 2023, the plaintiff alleged claims against the defen-
dants for breach of contract, bad faith, and a violation
of the Connecticut Unfair Trade Practices Act, General
Statutes § 42-110a et seq. The plaintiff further alleged
that he ‘‘is authorized as a member of AJC to bring an
action for AJC to protect its interests as a 1 [percent]
owner of 1730 [LP] and/or to recover a judgment in
favor of AJC if an effort to cause the other general
partners to bring an action is not likely to succeed.’’3
The defendants thereafter filed a motion to dismiss
the action, which the trial court granted. The trial court
noted that ‘‘the entity that could claim aggrievement is
1730 LP. As alleged in the complaint, it is 1730 LP that
has privity with the bank as that is the entity to which
the bank issued a mortgage commitment. To have stand-
ing, therefore, [the plaintiff] must plead and demon-
strate the ability to bring suit on 1730 LP’s behalf.’’ The
court concluded that the plaintiff did not have standing
3
We note that, in his principal appellate brief, the plaintiff asserts that
this action was brought ‘‘to recover a judgment for the limited partnership
1730 [LP].’’ The trial court also found that ‘‘the present action against the
defendants is with respect to the rights of 1730 LP, not AJC . . . .’’
Page 4 CONNECTICUT LAW JOURNAL 0, 0

6 ,0 0 Conn. App. 1
Fischer v. M&T Bank, N.A.

to bring a direct or derivative action on behalf of 1730
LP based on his interest in AJC, the general partner of
1730 LP, and because, in light of this court’s holding in
Fischer, the plaintiff did not have a right to assert claims
on behalf of 1730 LP without first obtaining the unani-
mous consent of the members of AJC. See Fischer v.
People’s United Bank, N.A., supra, 216 Conn. App. 445.
The court, thus, concluded that, ‘‘because [the plaintiff]
cannot directly or derivatively effectuate an act on
behalf of AJC in this instance, AJC cannot act directly
or derivatively to institute a suit on behalf of 1730 LP.’’
Following the dismissal of his action, the plaintiff
appealed on October 25, 2023.4
During the pendency of this action, Caroline Scinto
and Christian Scinto, Jr., the children and heirs of Chris-
tian Scinto and as successor limited partners in 1730
LP,5 commenced an action in the Superior Court seeking
injunctive relief and the appointment of a receiver for
1730 LP, as well as the dissolution of 1730 LP (receiver-
ship action).6 In an order dated January 11, 2024, related
4
The defendants subsequently filed a motion to dismiss the appeal, arguing
that, even if the plaintiff could show that he had standing to bring this
action, due to circumstances that have occurred since the filing of this
appeal, the plaintiff no longer can claim a cognizable interest in, or relation-
ship with, 1730 LP that would establish his standing to pursue this appeal.
In an order dated October 15, 2024, this court denied the motion to dismiss
‘‘without prejudice to the defendants addressing the jurisdictional issue in
their appellees’ brief and the plaintiff addressing the issue in his reply brief,
if any.’’
5
Christian Scinto died on August 6, 2022. Pursuant to § 12.1 of 1730 LP’s
partnership agreement, upon the death of a partner, the partner’s interest
descends to and is vested in the partner’s heirs, provided the heirs comply
with § 11.3, which requires the heirs to sign a document adopting the terms
and provisions of the partnership agreement. Christian Scinto, Jr., and Caro-
line Scinto complied with that provision of the partnership agreement and,
thus, became limited partners in 1730 LP.
6
‘‘The Appellate Court, like the trial court, ‘may take judicial notice of
files of the Superior Court in the same or other cases.’ ’’ Stanley v. Quiros,
222 Conn. App. 390, 392 n.3, 305 A.3d 335 (2023), cert. denied, 348 Conn.
945, 308 A.3d 33 (2024), and cert. denied, 349 Conn. 903, 312 A.3d 1057 (2024).
0, 0 CONNECTICUT LAW JOURNAL Page 5

0 Conn. App. 1 ,0 7
Fischer v. M&T Bank, N.A.

to a motion for a temporary injunction, the court in the
receivership action stated: ‘‘AJC . . . is the general
partner of 1730 [LP]. The general partners of AJC . . .
were Christian Scinto . . . Jefferson Scinto, and [the
plaintiff]. Christian Scinto . . . died in August, 2022.
The remaining partners of AJC . . . Jefferson Scinto
and [the plaintiff], have not reached an agreement to
continue the business activities of either AJC . . . or
1730 [LP]. As a result of Christian Scinto’s death, AJC
. . . has suffered dissolution. As a result of [AJC’s]
. . . dissolution, it has ceased to act and cannot act as
general partner for 1730 [LP]. As a result of [AJC’s] . . .
dissolution and it ceasing to act as a general partner
of 1730 [LP], 1730 [LP] itself has dissolved and/or has
suffered an inability to effectively or properly conduct
its business affairs or receive representation in [a] pend-
ing foreclosure action against it.’’ On May 7, 2024, the
court in the receivership action issued a final order, in
accordance with an agreement of the parties, appoint-
ing a receiver for 1730 LP.
In light of those developments, the defendants assert
that this court should dismiss the appeal for lack of
subject matter jurisdiction on the ground that the plain-
tiff no longer has standing to pursue this appeal. Specifi-
cally, the defendants contend: ‘‘Given that it is the rights
of 1730 LP that are alleged to be at issue in this appeal,
given the finding that AJC ‘has ceased to act and cannot
act as general partner for 1730 [LP],’ given the dissolu-
tion of 1730 LP (which has not been appealed), and
given the consented-to appointment of the receiver for
1730 LP (which has not been appealed), [the plaintiff],
neither individually nor as a member of AJC, has any
authority to act on behalf of AJC, nor does he have any
‘real interest in the cause of action, or a legal or equita-
ble right, title or interest in the subject matter of the
controversy.’ ’’ The plaintiff responds only by asserting
that he had the authority, pursuant to General Statutes
Page 6 CONNECTICUT LAW JOURNAL 0, 0

8 ,0 0 Conn. App. 1
Fischer v. M&T Bank, N.A.

§§ 34-271a and 34-271b,8 to bring the derivative action
7

on behalf of 1730 LP ‘‘to enforce AJC’s right on behalf
of 1730 [LP]’’; he did not address the issue of standing
to maintain this appeal, in light of the dissolution of
AJC and 1730 LP and the appointment of a receiver for
1730 LP, in his appellate reply brief or when asked
during oral argument before this court. We agree with
the defendants.
‘‘A threshold inquiry of this court upon every appeal
presented to it is the question of appellate jurisdiction.
. . . It is well established that the subject matter juris-
diction of the Appellate Court and of [our Supreme
Court] is governed by [General Statutes] § 52-263, which
provides that an aggrieved party may appeal to the court
having jurisdiction from the final judgment of the court.
. . . [O]nce the question of lack of jurisdiction of a
court is raised, [it] must be disposed of no matter in
what form it is presented . . . and the court must fully
resolve it before proceeding further with the case. . . .
If it becomes apparent to the court that such jurisdiction
is lacking, the appeal must be dismissed. . . . Trum-
bull v. Palmer, 123 Conn. App. 244, 249–50, 1 A.3d 1121,
cert. denied, 299 Conn. 907, 10 A.3d 526 (2010), and
cert. denied, 299 Conn. 907, 10 A.3d 526 (2010).
7
General Statutes § 34-271a provides: ‘‘A member may maintain a deriva-
tive action to enforce a right of a limited liability company if: (1) The member
first makes a demand on the other members in a member-managed limited
liability company, or the managers of a manager-managed limited liability
company, requesting that they cause the company to bring an action to
enforce the right, and the managers or other members do not bring the
action within ninety days; or (2) a demand under subdivision (1) of this
section would be futile.’’
8
General Statutes § 34-271b provides: ‘‘A derivative action to enforce a
right of a limited liability company may be maintained only by a person
that is a member at the time the action is commenced and: (1) Was a member
when the conduct giving rise to the action occurred; or (2) whose status
as a member devolved on the person by operation of law or pursuant to
the terms of the operating agreement from a person that was a member at
the time of the conduct.’’
0, 0 CONNECTICUT LAW JOURNAL Page 7

0 Conn. App. 1 ,0 9
Fischer v. M&T Bank, N.A.

‘‘Standing is established by showing that the party
. . . is authorized by statute to bring an action, in other
words statutorily aggrieved, or is classically aggrieved.
. . . The fundamental test for determining [classical]
aggrievement encompasses a well-settled twofold
determination: [F]irst, the party claiming aggrievement
must successfully demonstrate a specific, personal and
legal interest in [the challenged action], as distinguished
from a general interest, such as is the concern of all
members of the community as a whole. Second, the
party claiming aggrievement must successfully estab-
lish that this specific personal and legal interest has
been specially and injuriously affected by the [chal-
lenged action].’’ (Internal quotation marks omitted.)
Stratford v. 500 North Avenue, LLC, 210 Conn. App.
718, 722–23, 271 A.3d 137 (2022). ‘‘When standing is
put in issue, the question is whether the person whose
standing is challenged is a proper party to request an
adjudication of the issue . . . . Our review of the ques-
tion of the plaintiff’s standing is plenary.’’ (Internal quo-
tation marks omitted.) Black v. West Hartford, 205
Conn. App. 749, 759, 261 A.3d 163 (2021).

Pursuant to General Statutes § 52-509 (a), ‘‘[w]hen
any partnership is dissolved and the partners cannot
agree upon the disposition of the partnership property
and the settlement of the affairs of the partnership, any
of them may apply to the superior court for the judicial
district in which any of the partners resides . . . for
the appointment of a receiver to hold the business and
all of the property, both real and personal, belonging
to the partnership, and dispose of, manage and apply
the property as the court or the judge may direct.’’
Under General Statutes § 52-511, ‘‘[u]pon the appoint-
ment of a receiver for a partnership, [the receiver] shall
be entitled to the immediate possession and control of
all its property . . . .’’
Page 8 CONNECTICUT LAW JOURNAL 0, 0

10 ,0 0 Conn. App. 1
Fischer v. M&T Bank, N.A.

As demonstrated by the filings in the receivership
action, both AJC and 1730 LP have been dissolved, and
a receiver has been appointed for 1730 LP. Pursuant to
§§ 52-509 and 52-511, the receiver now has complete
control of the property of 1730 LP and has the sole
authority to dispose of or manage that property, as the
court or a judge may direct. Because the receiver is the
only person authorized by statute to act on behalf of
1730 LP, and, in light of the fact that AJC has been
dissolved, the plaintiff does not have a specific personal
or legal interest in this appeal from the dismissal of his
action concerning 1730 LP’s rights with respect to the
2010 mortgage refinance. Accordingly, because the
plaintiff appeals from the judgment dismissing his deriv-
ative action brought on behalf of AJC, a now dissolved
limited liability company, which sought to protect AJC’s
interest in, and primarily concerned the rights of, 1730
LP, a dissolved limited partnership for which a receiver
has been appointed to act on its behalf, the plaintiff no
longer has standing to maintain this appeal.9 In fact, the
plaintiff has conceded in a judicial admission,10 made
in two Superior Court cases,11 that AJC and 1730 LP
9
In light of our dismissal of this appeal for lack of standing, we do not
reach the merits of whether the plaintiff had standing to commence this
action in the first instance.
10
‘‘It has long been held that [f]actual allegations contained in pleadings
upon which the case is tried are considered judicial admissions and hence
irrefutable as long as they remain in the case. . . . An admission in [a]
pleading dispenses with proof, and is equivalent to proof. . . . Provencher
v. Enfield, 284 Conn. 772, 792, 936 A.2d 625 (2007). A judicial admission
dispenses with the production of evidence by the opposing party as to the
fact admitted, and is conclusive upon the party making it. . . . It is axiom-
atic that the parties are bound by their pleadings.’’ (Internal quotation marks
omitted.) Tran v. Woodworth, 225 Conn. App. 514, 520 n.3, 317 A.3d 117
(2024).
11
On December 18, 2024, after this appeal was filed, the defendants filed
a motion asking this court to take judicial notice of a filing by the plaintiff
in two consolidated Superior Court actions. See Fischer v. Southport Con-
tracting, Inc., Superior Court, judicial district of Fairfield at Bridgeport,
Docket No. CV-XX-XXXXXXX-S (November 18, 2024); Fischer v. Scinto, Supe-
rior Court, judicial district of Fairfield at Bridgeport, Docket No. CV-20-
6100675-S (November 18, 2024). In those actions, the plaintiff in the present
0, 0 CONNECTICUT LAW JOURNAL Page 9

0 Conn. App. 1 ,0 11
Fischer v. M&T Bank, N.A.

have been dissolved and that the receiver appointed
for 1730 LP is the only person who can act on behalf
of 1730 LP. This court, therefore, lacks subject matter
jurisdiction over the appeal.
The appeal is dismissed.
In this opinion the other judges concurred.

case sought to dismiss claims brought against him arising from an alleged
breach of an agreement between AJC and 1730 LP. In a memorandum of
law in support of his motion to dismiss, the plaintiff asserted: ‘‘AJC has
been dissolved . . . and 1730 [LP] has had a receiver appointed to manage
its business . . . . All acts [at issue] are acts done directly to, or by, 1730
[LP] and/or AJC . . . . It is undisputed that prior to AJC’s dissolution, the
only entity able to bring an action on behalf of 1730 [LP] was AJC, and only
AJC can bring an action for itself through unanimous consent . . . . How-
ever, AJC is now dissolved . . . and has no ability to take any actions . . . .
Consequently, only the appointed receiver for 1730 [LP] can bring legal
action on behalf of 1730 [LP] . . . regarding any claims against it.’’ (Citations
omitted.) In an order dated January 28, 2025, this court granted in part the
motion for judicial notice and took judicial notice of the memorandum in
support of the motion to dismiss filed by the plaintiff on November 18, 2024,
in the pending cases.