Deutsche Bank AG v. Vik

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Deutsche Bank AG v. Vik
DEUTSCHE BANK AG v. CAROLINE
VIK ET AL.
(AC 48622)
Elgo, Clark and Wilson, Js.
Syllabus
The plaintiff bank appealed from the trial court’s judgment granting the
motion for summary judgment filed by the defendants, A and C, on the
plaintiff’s complaint alleging, inter alia, tortious interference with business
expectancy. The plaintiff claimed, inter alia, that the court improperly deter-
mined that the doctrine of res judicata barred the plaintiff’s claims. Held:
The trial court erred in granting the defendants’ motion for summary judg-
ment as to C on the ground that that the plaintiff’s complaint was barred by
the doctrine of res judicata, as the defendants waived that defense because
they did not plead the special defense with respect to C before the court
and expressly indicated that they were not asserting such a defense on her
behalf, and the court erred in its conclusion that C was in privity with A for
res judicata purposes.
The trial court improperly concluded that no genuine issue of material fact
existed as to whether res judicata barred the plaintiff’s claims with respect
to A, as the court improperly concluded that the present case involved the
same underlying claims as a previous action for res judicata purposes and
that the plaintiff had a full and fair opportunity to fully litigate the claims
advanced in the present action in the previous action.
This court concluded that the trial court improperly determined that the
doctrine of res judicata barred the plaintiff’s claims of tortious interference
with business expectancy and violations of the Connecticut Unfair Trade
Practices Act (§ 42-110a et seq.), as the public policy goals of the doctrine
were outweighed by the plaintiff’s interest in the vindication of a just claim.
The trial court improperly concluded that the doctrine of collateral estoppel
applied to the issues in present action, as the present action was predicated
on different conduct regarding a different transaction than the transactions
at issue in the previous action, the court’s adjudication of the issue in the
previous action was not necessary to the judgment in that action, and the
requisite identity of issues between the previous action and the present action
necessary to advance a collateral estoppel defense was lacking.
Argued March 16—officially released July 21, 2026
Procedural History
Action to recover damages for, inter alia, tortious
interference with business expectancy, and for other
relief, brought to the Superior Court in the judicial dis-
trict of Stamford-Norwalk, where the court, Ozalis, J.,

Deutsche Bank AG v. Vik
granted the defendants’ motion for summary judgment
and rendered judgment thereon, from which the plaintiff
appealed to this court. Reversed; further proceedings.
David G. Januszewski, with whom were Thomas Gold-
berg and, on the brief, Sheila C. Ramesh, pro hac vice,
Sesi V. Garimella, pro hac vice, John W. Cerreta, and
Kayla M. Sinko, for the appellant (plaintiff).
Monte E. Frank, with whom were Dana M. Hrelic
and Meagan A. Cauda, for the appellees (defendants).
Opinion
ELGO, J. This is the latest chapter in a long running
saga regarding the collection of a foreign judgment. The
plaintiff, Deutsche Bank AG, appeals from the sum-
mary judgment rendered by the trial court in favor of
the defendants, Caroline Vik and Alexander Vik.1 On
appeal, the plaintiff contends that the court improperly
determined that (1) the doctrine of res judicata barred its
tortious interference with business expectancy and Con-
necticut Unfair Trade Practices Act (CUTPA) claims; see
General Statutes § 42-110a et seq.;2 and (2) the doctrine
of collateral estoppel barred it from relitigating certain
issues. We reverse the judgment of the trial court.
Mindful of the procedural posture of this case, we set
forth the following facts as gleaned from the pleadings,
affidavits, and other proof submitted, viewed in the light
most favorable to the plaintiff. See, e.g., Martinelli v.
1For clarity, we refer to Caroline Vik and Alexander Vik individually
by first name and collectively as the defendants in this opinion.
2CUTPA is “a remedial statute that broadly prohibits unfair methods
of competition and unfair or deceptive acts or practices in the conduct
of any trade or commerce. . . . The act provides for more robust remedies
than those available under analogous common-law causes of action,
including punitive damages . . . and attorney's fees and costs, and, in
addition to damages or in lieu of damages, injunctive or other equitable
relief. . . . [It] establishes a private cause of action, available to [a]ny
person who suffers any ascertainable loss of money or property, real
or personal, as a result of the use or employment of a method, act or
practice prohibited by [General Statutes §] 42-110b.” (Citations omit-
ted; footnote omitted; internal quotation marks omitted.) Marinos v.
Poirot, 308 Conn. 706, 712–13, 66 A.3d 860 (2013).

Deutsche Bank AG v. Vik
Fusi, 290 Conn. 347, 350, 963 A.2d 640 (2009). The
plaintiff is a corporation organized under the laws of
Germany, with an office in New York City. Alexander
is a Norwegian national whose primary residence and
domicile has been in Greenwich since 1988. Caroline is
Alexander’s adult daughter and also resides in Green-
wich.
Alexander is a billionaire and sophisticated inves-
tor who uses various companies to hold his assets and
make investments on his behalf. Sebastian Holdings,
Inc. (SHI), a corporation formed under the laws of the
Turks and Caicos Islands, is one such company. From
1988 to 2015, Alexander owned 100 percent of the shares
of SHI, was its sole director, and controlled all aspects
of its operations and financial transactions.3
SHI became a client of Deutsche Bank (Suisse) SA, a
wholly owned subsidiary of the plaintiff, in 2004. See
Deutsche Bank AG v. Sebastian Holdings, Inc., 346
Conn. 564, 569, 294 A.3d 1 (2023). In 2006, the plaintiff
entered into a foreign exchange prime brokerage agree-
ment and various related agreements with SHI to provide
back-office capabilities for foreign exchange trading
conducted by Klaud Said, a portfolio manager for SHI.
Id., 569–70. From 2006 to 2008, SHI was extremely
profitable. Id., 571. Things changed in October 20084
when the plaintiff issued a series of margin calls to SHI.5
Id., 576.
3As our Supreme Court noted in a related appeal, SHI was “run from
an office annex attached to [Alexander’s] home in Greenwich.” Deutsche
Bank AG v. Sebastian Holdings, Inc., 346 Conn. 564, 569, 294 A.3d
1 (2023).
4As our Supreme Court observed in a related appeal, a “global finan-
cial crisis unfolded in the autumn of 2008 . . . .” Deutsche Bank AG v.
Sebastian Holdings, Inc., 331 Conn. 379, 381, 204 A.3d 664 (2019);
see also Parkcentral Global Hub Ltd. v. Porsche Automobile Holdings
SE, 763 F.3d 198, 204 (2d Cir. 2014) (“the global financial crisis became
increasingly serious in late October 2008”).
5“A margin call is a demand by a broker that an investor deposit addi-
tional cash or securities to eliminate or reduce a margin deficiency. . . .
A margin deficiency results when the equity in an investor's account is
less than that required by law to support the account’s liabilities. . . .
The purpose of margin call rules is to protect brokers from the risks

Deutsche Bank AG v. Vik
On October 7, 2008, Alexander met with the plaintiff’s
bank officials, who informed him that SHI’s holdings
with the plaintiff totaled approximately $974 million.
Id., 572. During the week of October 13, the plaintiff’s
employees that administered SHI’s accounts “scrambled
to properly calculate the risk on . . . [its] trades, which
led to . . . massive margin calls during the week ahead.”
(Internal quotation marks omitted.) Id., 576. From Octo-
ber 13 to 17, SHI received multiple margin calls totaling
approximately $511 million, which it paid with assets
held by the plaintiff. Id., 577–78.
Confusion thereafter arose as to the precise amount of
SHI assets held by the plaintiff. As our Supreme Court
recounted: “After satisfying the fifth margin call, due
to the information provided by [the plaintiff] on Octo-
ber 7 indicating total holdings of approximately [$974]
million, [Alexander] thought SHI had several [hundred
million dollars] left in its [accounts with the plaintiff] .
. . . [At trial, Alexander’s] experts calculated that assets
worth approximately $280 million should have remained
in the [accounts] as of October 21 . . . [a figure that the
plaintiff] did not contest . . . .
“Between October 17, and October 21, [2008, the plain-
tiff] did not make another margin call . . . . [An officer
with the plaintiff] stated in [an] internal correspondence
that [as of October 21] minimal SHI trades remained in
its system, and everything seeme[d] good . . . . However,
at the same time, the team responsible for setting the
margins discovered that the SHI cash balance in [the
plaintiff’s] system was not [accurately] reflecting the
payments being made in connection with SHI’s futures
trading . . . .
associated with insufficiently secured accounts, and to prevent custom-
ers from carrying vast exposure in their accounts without adequate
capital to cover their positions. . . . If investors fail to meet margin calls
in their accounts, their brokers, pursuant to contract, may liquidate
their positions to satisfy the margin calls.” (Citations omitted; internal
quotation marks omitted.) Levine v. Advest, Inc., 244 Conn. 732, 738
n.4, 714 A.2d 649 (1998).

Deutsche Bank AG v. Vik
“In an internal . . . teleconference on October 22 . . . [the
plaintiff’s] officers realized that, because of [a] failure
to properly evaluate and enter . . . [the] trades [made by
SHI’s portfolio manager], SHI’s account balances had
been overstated by at least . . . $320 million, leaving
SHI underwater by hundreds of millions of dollars. . .
. [The plaintiff’s officers] on the call agreed to tell . . .
[Alexander] that they had performed a reconciliation
[that] had identified a shortfall but not to explain [the
plaintiff’s] mistakes. The call transcript, however, shows
that [they] had not performed a reconciliation; they had
[merely] identified an error in [the plaintiff’s] systems.
“Later on October 22 . . . [Alexander] participated
in two high-level telephone calls with [the plaintiff’s
officials] in which he was informed that the correction
of computational errors in SHI’s accounts revealed that
[there] was in fact [a] deficit and that, as a result, [the
plaintiff] was seeking a further margin payment of $300
million to $350 million. . . . When [the plaintiff] informed
. . . [Alexander] that there was a deficit of [approximately
$300 million to $350 million] in the accounts . . . [Alex-
ander] . . . was plainly shocked. When . . . [Alexander]
asked how this was possible, [an officer with the plaintiff]
told him [the plaintiff] had been counting things possibly
slightly incorrectly but did not explain the cause of the
error.” (Footnote omitted; internal quotation marks
omitted.) Id., 578–79. Following those telephone calls,
SHI received an additional margin call from the plaintiff
for more than $300 million, which it did not satisfy. Id.,
579–80.
In January 2009, the plaintiff commenced an action
against SHI in the Queen’s Bench Division of the High
Court of Justice of England and Wales to collect amounts
owed pursuant to the unpaid margin call, as well as inter-
est and costs. Id., 580. In response, SHI asserted coun-
terclaims against the plaintiff and various defenses.
Id. Following a trial, the court found in favor of the
plaintiff on its claims for damages and rejected SHI’s
counterclaims and defenses in a 431 page decision issued

Deutsche Bank AG v. Vik
on November 8, 2013. Id. The court rendered judgment
in favor of the plaintiff in the amount of $243,023,089
plus interest (English judgment). Id., 580–81.
When SHI failed to pay that judgment, the plaintiff
commenced an action on December 20, 2013, against
SHI and Alexander in Connecticut to enforce the Eng-
lish judgment (2013 action).6 Id., 581. In its two count
complaint, the plaintiff “sought a declaratory judgment
piercing SHI’s corporate veil and holding [Alexander]
jointly and severally liable with SHI for the English
judgment. It also sought to enforce the English judgment
against [Alexander] under the Uniform Foreign Money-
Judgments Recognition Act [(act)], General Statutes
§ 50a-30 et seq.”7 Id.
While the 2013 action to pierce the corporate veil was
pending, the plaintiff filed a petition in the Oslo Court of
Probate, Bankruptcy, and Enforcement in Norway (Oslo
Enforcement Court) to enforce the English judgment in
Norway (Norway enforcement action). The Oslo Enforce-
ment Court issued a decision on April 13, 2016, in which
it recognized the English judgment as an enforceable
judgment in Norway. The plaintiff then filed a petition
in the Oslo Enforcement Court to execute a lien on the
shares of Confirmit AS (Confirmit), a Norwegian soft-
ware company.
6The plaintiff registered the English judgment with the Connecticut
Superior Court on December 10, 2013.
7That statutory claim was premised on the plaintiff’s veil piercing
claim. As the trial court noted in its memorandum of decision in the 2013
action, a party generally cannot be held liable for a foreign judgment
under the act unless it was a party to the foreign action. Deutsche Bank
AG v. Sebastian Holdings, Inc., Docket No. CV-13-5014167-S, 2021
WL 4482154, *26 (Conn. Super. September 7, 2021), aff'd, 346 Conn.
564, 294 A.3d 1 (2023); see also General Statutes § 50a-33 (“a foreign
judgment meeting the requirements of section 50a-32 is conclusive
between the parties to the extent that it grants or denies recovery of a
sum of money”). The court further explained that an exception to that
general rule exists, stating: “Connecticut courts have enforced [a for-
eign] judgment against a person or entity where piercing the corporate
veil of the judgment defendant is appropriate.” Deutsche Bank AG v.
Sebastian Holdings, Inc., supra, *26. The court thus reasoned that
Alexander could be held liable under the act if the plaintiff established
its veil piercing claim. Id., *27.

Deutsche Bank AG v. Vik
In 2008, SHI owned 100 percent of the shares of Confir-
mit. In October 2008, Alexander caused SHI to transfer
approximately one billion dollars of assets out of SHI
(October 2008 transfers). See id., 575 n.3. Among those
assets were all of the shares of Confirmit, which were
transferred to Alexander’s personal account on October
15, 2008. Alexander allegedly maintained ownership of
those shares until 2015. He subsequently transferred the
Confirmit shares to his father, Erik Martin Vik (Erik).
On May 31, 2016, the Execution and Enforcement Com-
missioner in Oslo (commissioner) registered an execu-
tion lien on the Confirmit shares. Following a trial, the
Oslo Enforcement Court confirmed the validity of that
execution lien and held that SHI was the true owner of
the Confirmit shares at the time the execution lien was
established in 2016. After a series of unsuccessful appeals
by Erik, the Supreme Court of Norway, on May 24, 2019,
affirmed the Oslo Enforcement Court’s determination
that SHI was the true owner of the Confirmit shares at
the time the execution lien was established.
The plaintiff then filed a petition with the Oslo Enforce-
ment Court seeking a forced sale of the Confirmit shares
as part of its efforts to enforce the English judgment. On
June 12, 2019, the commissioner granted that petition
and, on July 8, 2019, named ABG Sundal Collier ASA
(ABG), a Nordic investment bank, as the sales assistant
responsible for conducting the sale of the Confirmit
shares.
As our Supreme Court noted in Deutsche Bank AG
v. Vik, 349 Conn. 120, 314 A.3d 583 (2024), a prior
appeal in this case, “[i]n June, 2019, as part of the sales
process, ABG assessed the shares and determined their
value to be between $100 and $150 million. During the
first phase of the sale, ABG communicated with approxi-
mately [seventy-two] potential buyers. By October, 2019,
ten interested parties submitted indicative bids for the

Deutsche Bank AG v. Vik
[shares]. In November, 2019, during the second phase
of the sales process, two companies submitted final bids.
“[In its complaint, the plaintiff] alleges that, as soon as
the plaintiff obtained its execution lien in 2016, Alexan-
der, operating through various Vik related entities and
family members, engaged in a series of vindictive maneu-
vers intended to disrupt, delay, and otherwise interfere
with the sale. Specifically, after the Oslo Enforcement
Court ruled that SHI was the true owner of the shares,
Erik, at the behest of Alexander, filed numerous baseless
appeals challenging that determination. According to
the complaint, these appeals, and the uncertainty they
created surrounding Confirmit’s ownership, caused Con-
firmit to lose market share and significantly contributed
to reduced [bids] that . . . potential purchasers submitted
during the sales process . . . .
“The complaint further alleges that, in September,
2017, Erik requested that the execution lien be removed
from the Confirmit shares in the VPS registry, the cen-
tral securities repository in Norway, even though such
removal was unlawful. According to the complaint,
[Erik’s] request lacked any legitimate basis, and . . .
was made in coordination with Alexander . . . in fur-
therance of the long-running scheme to obstruct [the
plaintiff’s] ability to recover on the English judgment.
The complaint further alleges that, on January 27, 2020,
the Oslo Enforcement Court rejected [Erik’s] plea to
stop the Confirmit sale [based on the 2017] removal of
the execution lien from the VPS registry. Noting that
only the enforcement office may instruct a VPS account
operator to delete a registered execution lien, the Oslo
Enforcement Court held that the application made [in]
September, 2017, by [Erik] for deletion of the execution
lien was unlawful.
“Another tactic allegedly utilized by Alexander to
disrupt, delay, and otherwise interfere with the sale of
the Confirmit shares was to stack Confirmit’s board of
directors with Vik family members and close associates.
According to the complaint, the plaintiff, fearful that the

Deutsche Bank AG v. Vik
newly configured board would deplete Confirmit’s assets,
filed a petition for a preliminary injunction seeking to
have the Viks and their associates removed from the
board. On March 30, 2017, the Oslo Enforcement Court
granted the petition. In doing so, the court expressed
concern that allowing the Viks or their associates to
remain on Confirmit’s board increased the risk that bad
faith transactions may be implemented [by them] that
reduce the value of the [company]. The court further
stated that Alexander . . . has systemically sought to
withhold funds from service in payment of creditors by
transferring assets and that it must also be concluded
that [his] family members and business advisers will act
in accordance with [his] wishes. . . .
“The complaint alleges that the plaintiff’s fears regard-
ing Alexander’s stacking of Confirmit’s board were real-
ized in November, 2019, when Caroline, midway through
the bidding process for the Confirmit shares, sought to
invoke her rights under a sham agreement between her
and SHI purporting to grant her an irrevocable right
of first refusal (ROFR) to purchase 100 percent of Con-
firmit’s shares. According to the complaint, SHI and
Caroline reached this purported agreement on the very
same day [that the plaintiff] petitioned . . . to replace
Confirmit’s board . . . . As further evidence of fraud, the
existence of the purported ROFR was not disclosed until
July, 2019, in the midst of negotiations to sell [the] Con-
firmit [shares] and despite SHI’s obligations to produce
or disclose [any] such [agreement] in the course of vari-
ous ongoing [litigation] between SHI and [the plaintiff].
“The complaint alleges that, on November 1, 2019,
Caroline provided ABG with a copy of the fraudulent
ROFR . . . and requested information about [all] offers
[to purchase the Confirmit shares, which] she claimed to
be entitled to under the [agreement]. According to the
complaint, after ABG informed Caroline that, pursuant
to Norwegian law, it could not consider the ROFR . . .
in connection with the sale of [the] Confirmit [shares]
because the . . . agreement was dated after [the plaintiff]

Deutsche Bank AG v. Vik
. . . register[ed] its execution lien, Caroline commenced
an action against ABG in the United States District
Court for the District of Connecticut (Connecticut Dis-
trict Court action) seeking to enforce the fraudulent
ROFR and to enjoin the sale of the Confirmit shares.
On December 4, 2019, the District Court denied her
application for a preliminary injunction. Two days later,
Caroline filed another petition, this time with the Oslo
Enforcement Court, again seeking to enforce the ROFR.
This petition also was denied. On February 11, 2020,
the District Court issued an order to show cause why
Caroline’s action should not be dismissed. In response,
Caroline voluntarily dismissed the Connecticut District
Court action.
“According to the complaint, Caroline’s actions in Con-
necticut and Norway were timed specifically to interfere
with the forced sale of the Confirmit shares and the busi-
ness expectations of [the plaintiff]. . . . The execution and
attempted enforcement of [Caroline’s] sham ROFR on
which she based her requests for an injunction [were] for
the sole purpose of interfering with the . . . sale . . . and
had no proper purpose or justification. The complaint
alleges that, in a recent court filing in Norway, Hans
Eirik Olav, SHI’s purported signatory on the ROFR,
stated that he has no recollection of ever entering into a
ROFR agreement with Caroline and that the document
appears to him to be a forgery.
“Another tactic allegedly utilized by Alexander to
disrupt, delay, or otherwise interfere with the sale of the
Confirmit shares was the submission of a fraudulent bid
to purchase the shares. The complaint alleges that, on
October 18, 2019, [a]fter ABG initiated the first phase
of the Confirmit sale process, [Alexander] submitted an
all-cash indicative bid to acquire the Confirmit shares
for $325 million. He did so . . . in an effort to disrupt
the sale process, which he intentionally manipulated by
submitting [the] false bid under the cover of yet another
shell company, Xcelera, Inc. (Xcelera), a company Alex-
ander knew could never have realistically advanced [$325

Deutsche Bank AG v. Vik
million to purchase the Confirmit shares]. According to
the complaint, Alexander’s bid, which was exponentially
higher than [Confirmit’s] estimated value, was not a
serious [bid] . . . .
“The complaint further alleges that ABG informed
Alexander that [t]he situation with Xcelera . . . as a
potential buyer . . . [when] the validity of the sales pro-
cess is being challenged by legal persons and individuals
associated with [that company], requires certain specific
procedures to be complied with and measures to be taken
in order to ensure [the integrity of the sales process]. . .
. Concerned that Xcelera was controlled by Alexander,
ABG requested that he provide information regarding
Xcelera’s ownership structure, board members, employ-
ees, and proof that it had sufficient funds to purchase
the Confirmit shares. ABG also sought confirmation that
Xcelera, SHI, and Alexander would not challenge the
legality of the sales process. According to the complaint,
no such information or assurances were forthcoming
from Alexander. Instead, Alexander responded to ABG’s
request for information by asking ABG how it intended
to deal . . . with the rights of first refusal that exist [in
connection with] the Confirmit shares. . . .
“The complaint finally alleges that, [f]ollowing their
repeated attempts to disrupt and otherwise interfere with
the Confirmit sale process, the defendants succeeded in
driving down both the indicative bids and final sale price
for [the company]. Specifically, the complaint alleges
that, [a]s a direct result of the defendants’ misconduct,
the value of Confirmit, which was originally projected
to be between $100 . . . and $150 million, fell to only $65
million, reducing the amount of debt that [the plaintiff]
was able to recover by tens of millions of dollars. Accord-
ing to the complaint, Verdane, a European capital fund
that ultimately purchased the Confirmit shares, sent
ABG a letter [on December 3, 2019] articulating its
growing concerns about acquiring a company to which
[Alexander] and related parties claimed rights. Spe-
cifically, Verdane noted that the purported ROFR, the

Deutsche Bank AG v. Vik
[Connecticut] District Court [action], and the unlawfully
deleted registration of the execution lien all contributed
to what [it] perceived to be an increased risk of acquiring
Confirmit. The final agreed on price when the sale finally
closed on February 14, 2020, was $65 million, which was
$5 million less than Verdane’s final offer in November,
2019, and $35 million to $85 million less than the price
ABG had placed on the shares in June, 2019.” (Internal
quotation marks omitted.) Id., 125–30.
Months after the sale of the Confirmit shares closed,
the plaintiff commenced the present action in June 2020.8
In its two count complaint, the plaintiff alleged tortious
interference with business expectancy and CUTPA viola-
tions on the part of the defendants due to their alleged
efforts to interfere with the sale of the Confirmit shares.
The plaintiff further alleged that the defendants’ conduct
“depressed the value of the Confirmit shares,” which
prevented the plaintiff “from recovering up to $85 mil-
lion of [the English judgment] debt.”
On October 22, 2020, the defendants filed a motion to
dismiss the present action, in which they argued that the
litigation privilege deprived the court of subject matter
jurisdiction over the plaintiff’s action because the plain-
tiff’s claims were predicated on communications made
and actions taken in prior judicial proceedings.9 The trial
court denied that motion. The defendants then filed an
interlocutory appeal with this court, which reversed the
judgment of the trial court and concluded that the litiga-
8At that time, the trial in the 2013 action had concluded, but no deci-
sion had been rendered by the trial court. See Deutsche Bank AG v. Vik,
supra, 349 Conn. 123 (noting that plaintiff commenced present case
“[w]hile [the 2013 action] was pending in the trial court”); Deutsche
Bank AG v. Sebastian Holdings, Inc., Docket No. CV-13-5014167-S,
2021 WL 4482154, *1 (Conn. Super. September 7, 2021) (“trial before
this court [in the 2013 action] was held over five days in November and
December 2019”), aff'd, 346 Conn. 564, 294 A.3d 1 (2023).
9In separate motions to dismiss filed that same day, the defendants
argued that the court lacked personal jurisdiction over Alexander and
that the plaintiff’s action should be dismissed pursuant to both the
prior pending action doctrine and the forum non conveniens doctrine.
The defendants subsequently withdrew those motions.

Deutsche Bank AG v. Vik
tion privilege barred the plaintiff’s tortious interference
and CUTPA claims. See Deutsche Bank AG v. Vik, 214
Conn. App. 487, 281 A.3d 12 (2022), rev’d, 349 Conn.
120, 314 A.3d 583 (2024). Our Supreme Court granted
the plaintiff’s petition for certification to appeal and
thereafter concluded, “construing the complaint in the
light most favorable to the plaintiff,” that this court had
improperly determined that the plaintiff’s claims were
barred by the litigation privilege. Deutsche Bank AG v.
Vik, supra, 349 Conn. 139–40. The Supreme Court thus
reversed the judgment of this court and remanded it to
this court with direction to affirm the judgment of the
trial court. Id., 148.
At the time of those appeals before this court and our
Supreme Court, a concurrent appeal arose regarding
the 2013 action to pierce the corporate veil of SHI. In
its complaint in the 2013 action, the plaintiff alleged
in relevant part that, “on or before October 9, 2008,
and through October 30, 2008, [Alexander] caused SHI
to transfer funds to him and other entities owned and
controlled by him and/or his immediate family in order
to shield SHI’s assets from [the plaintiff] . . . . Through
his domination and control of SHI, [Alexander] caused
SHI to breach its contractual obligations to [the plain-
tiff] and to fraudulently convey funds to third parties
for the inequitable purpose of shielding SHI’s assets and
defrauding [the plaintiff] out of [money] owed.” The
plaintiff thus sought a declaratory judgment piercing
SHI’s corporate veil and holding Alexander jointly and
severally liable with SHI for the English judgment.
A five day trial on the 2013 action was held in late 2019.
In a subsequent memorandum of decision dated Septem-
ber 7, 2021, the court found that, under Turks and Caicos
Islands law, a plaintiff seeking to pierce a corporate veil
“must demonstrate three things: (1) domination and
control of the corporation by the alleged wrongdoer, (2)
commingling of the corporation’s assets with those of
the wrongdoer or with entities controlled by him, and (3)

Deutsche Bank AG v. Vik
specific intent by the wrongdoer to leave the corporation
unable to pay its debts. Applying this standard to the
evidence adduced at trial, the trial court concluded that
[the plaintiff] had met the first two prongs of the test. The
court found that the evidence established unequivocally
that SHI had no separate mind of its own from [Alex-
ander] and that [Alexander] completely dominated and
controlled SHI. The court also found that the evidence
established that [Alexander] regularly used SHI funds
for personal expenses and pet projects and regularly
transferred massive funds between [SHI] and his other
companies without any formality at all, as if transferring
money from one pocket to another.” (Internal quotation
marks omitted.) Deutsche Bank AG v. Sebastian Hold-
ings, Inc., supra, 346 Conn. 583–84. The court neverthe-
less concluded that the plaintiff had “failed to satisfy
its burden of proof to justify piercing SHI’s corporate
veil and that [Alexander] diverted SHI’s assets with the
specific intent of rendering it unable to pay its margin
calls to [the plaintiff].” Deutsche Bank AG v. Sebastian
Holdings, Inc., Docket No. CV-13-5014167-S, 2021 WL
4482154, *1 (Conn. Super. September 7, 2021), aff’d,
346 Conn. 564, 294 A.3d 1 (2023). More specifically, the
court concluded that the plaintiff had failed to demon-
strate that Alexander “acted with the specific intent to
leave SHI unable to pay its debts to [the plaintiff]” when
he caused SHI to transfer approximately one billion dol-
lars of assets out of SHI in October 2008. Deutsche Bank
AG v. Sebastian Holdings, Inc., supra, 346 Conn. 584;
see also id., 575 n.3. Accordingly, the trial court “rejected
[the plaintiff’s] claim that [Alexander] should be held
personally liable for the English judgment.” Id., 583.
From that judgment, the plaintiff filed an appeal with
this court, which was transferred to our Supreme Court
pursuant to General Statutes § 51-199 (c) and Practice
Book § 65-1. In a decision released on May 30, 2023, our
Supreme Court affirmed the judgment of the trial court.
Id., 604. In so doing, the court concluded that the trial
court properly “declined to pierce SHI’s corporate veil

Deutsche Bank AG v. Vik
and to hold [Alexander] jointly and severally liable with
SHI for the English judgment.”10 Id., 569.
That decision, in turn, precipitated the summary judg-
ment that underlies this appeal. On remand to the trial
court following our Supreme Court’s determination
that the plaintiff’s tortious interference with business
expectancy and CUTPA claims in the present case were
not barred by the litigation privilege; see Deutsche Bank
AG v. Vik, supra, 349 Conn. 139–48; the defendants
filed a motion for summary judgment. In that motion,
the defendants argued that the doctrines of res judicata
and collateral estoppel barred the plaintiff’s action. That
motion was accompanied by a memorandum of law and
several exhibits.11 The plaintiff filed an opposition to the
motion for summary judgment, as well as a memorandum
of law. The defendants filed a reply to that opposition,
and the court held a hearing on the motion for summary
judgment on December 4, 2024.
In its subsequent memorandum of decision, the court
first concluded that all four elements of res judicata; see
Solon v. Slater, 345 Conn. 794, 825, 287 A.3d 574 (2023);
had been met. The court thus granted the motion for sum-
mary judgment on that ground “as to both defendants.”12
In addition, the court stated that the motion for summary
judgment “on the ground that such claims are barred
by the doctrine of collateral estoppel is granted in part,
denied in part. [The plaintiff] is collaterally estopped
from relitigating the following issues: (1) the personal lia-
bility of [Alexander] to [the plaintiff] under the English
judgment and the enforcement of the English judgment
against him; (2) whether the transfer of SHI’s assets,
including shares of Confirmit from SHI to [Alexander] in
10The court also rejected the plaintiff’s evidentiary challenge regard-
ing the admission of certain testimony from Alexander at trial in the
2013 action. See Deutsche Bank AG v. Sebastian Holdings, Inc., supra,
346 Conn. 595–604.
11Those exhibits included copies of various pleadings from the 2013
action.
12In so concluding, the court summarily stated that Caroline, who
was not a party to the 2013 action, “is in privity with [Alexander].”

Deutsche Bank AG v. Vik
October 2008, was proper; and (3) that [Alexander] was
the owner of the Confirmit shares in October 2008. It is
denied as to all other remaining issues.” Accordingly,
the court rendered summary judgment in favor of the
defendants, and this appeal followed.
As a preliminary matter, we note certain well estab-
lished principles that are relevant to our consideration of
the plaintiff’s claims. Res judicata and collateral estop-
pel are doctrines of preclusion; see generally Tracey v.
Miami Beach Assn., 216 Conn. App. 379, 390–92, 288
A.3d 629 (2022), cert. denied, 346 Conn. 919, 291 A.3d
1040 (2023); that are “judicially created rules of reason .
. . enforced on public policy grounds . . . .” (Internal quo-
tation marks omitted.) Weiss v. Weiss, 297 Conn. 446,
460, 998 A.2d 766 (2010). “The doctrines of collateral
estoppel and res judicata, also known as issue preclusion
and claim preclusion, respectively, have been described
as related ideas on a continuum. . . . Both doctrines
share common purposes, namely, to protect the finality
of judicial determinations, [to] conserve the time of the
court, and [to] prevent wasteful litigation . . . .” (Cita-
tion omitted; internal quotation marks omitted.) Solon
v. Slater, supra, 345 Conn. 810. Collateral estoppel and
res judicata are grounded in “the fundamental principle
that once a matter has been fully and fairly litigated,
and finally decided, it comes to rest.” State v. Ellis, 197
Conn. 436, 465, 497 A.2d 974 (1985). At the same time,
our Supreme Court has cautioned that those doctrines of
preclusion “should be flexible and must give way when
their mechanical application would frustrate other social
policies based on values equally or more important than
the convenience afforded by finality in legal controver-
sies.” In re Juvenile Appeal (83-DE), 190 Conn. 310,
318, 460 A.2d 1277 (1983). Notable among those other
policies is a party’s interest in the vindication of a just
claim. See, e.g., Isaac v. Truck Service, Inc., 253 Conn.
416, 422, 752 A.2d 509 (2000).
“It is well established that res judicata and collateral
estoppel are affirmative defenses that may be waived if

Deutsche Bank AG v. Vik
not properly pleaded.” Singhaviroj v. Board of Educa-
tion, 124 Conn. App. 228, 233, 4 A.3d 851 (2010); see
also M&T Bank v. Lewis, 349 Conn. 9, 19 n.6, 312 A.3d
1040 (2024) (“a claim that an action or claim is barred by
res judicata or collateral estoppel must be raised in the
trial court through appropriate pleadings”). The party
asserting a defense of res judicata or collateral estop-
pel bears the burden of establishing its applicability.
See State v. Knight, 266 Conn. 658, 664, 835 A.2d 47
(2003); Commissioner of Environmental Protection v.
Connecticut Building Wrecking Co., 227 Conn. 175, 195,
629 A.2d 1116 (1993). The applicability of res judicata or
collateral estoppel in a given case presents a question of
law, over which our review is plenary. See Independent
Party of CT-State Central v. Merrill, 330 Conn. 681,
712, 200 A.3d 1118 (2019).
I
RES JUDICATA
We begin with the plaintiff’s challenge to the court’s
application of the doctrine of res judicata. The plain-
tiff contends that the court improperly granted the
motion for summary judgment on that ground “as to
both defendants,” despite the fact that the defendants
did not plead that defense with respect to Caroline, and
that it improperly concluded that Caroline was in privity
with Alexander. The plaintiff also argues that the court
improperly concluded, with respect to Alexander, that
no genuine issue of material fact existed as to whether
res judicata barred the plaintiff’s claims. We agree.
A
1
It is well established that, “[u]nder Connecticut law, the
doctrine of res judicata is pleaded as a special defense.”
Tracey v. Miami Beach Assn., supra, 216 Conn. App.
392; see also Practice Book § 10-50 (res judicata is spe-
cial defense that “must be specially pleaded”); Beccia v.
Waterbury, 185 Conn. 445, 451, 441 A.2d 131 (1981)
(“[a] prior judgment which would be a bar to a later

Deutsche Bank AG v. Vik
action, as res adjudicata, is a defense which must be
specially pleaded by the party who seeks its benefit”).
When a party fails to plead that defense, it is subject to
waiver. See Singhaviroj v. Board of Education, supra,
124 Conn. App. 233.
At no time since the commencement of this action in
2020 have the defendants filed an answer to the plain-
tiff’s complaint. Instead, they first moved to dismiss the
action on various grounds, including the litigation privi-
lege, which culminated in the decision of our Supreme
Court in Deutsche Bank AG v. Vik, supra, 349 Conn.
120. Following a remand for further proceedings, the
defendants then filed a motion for summary judgment,
as was their prerogative. See Practice Book § 17-44 (“any
party may move for a summary judgment as to any cause
of action or defense as a matter of right at any time if
no scheduling order exists and the case has not been
assigned for trial”); Joe’s Pizza, Inc. v. Aetna Life &
Casualty Co., 236 Conn. 863, 867 n.8, 675 A.2d 441
(1996) (“a party may move for summary judgment at any
time”); Nash v. Roland Dumont Agency, Inc., Docket
No. CV-18-5018054-S, 2018 WL 6721442, *1 (Conn.
Super. November 21, 2018) (“[p]rior to filing an answer,
the defendants filed a motion for summary judgment, as
permitted by Practice Book § 17-44”). In the heading to
part III B of their memorandum of law in support of their
motion for summary judgment, the defendants stated:
“The Claims Made in This Case Against [Alexander] are
Barred by the Doctrine of Res Judicata.”13
13We note that, after stating that the plaintiff’s claims against Alex-
ander were barred by the doctrine of res judicata and reciting familiar
precepts of that doctrine, the defendants curiously stated: “Consider-
ation of the four elements of res judicata demonstrates conclusively
that it applies to bar both counts of the 2020 complaint against the
[defendants].” The defendants then proceeded to apply the four ele-
ments of res judicata with respect to Alexander, noting that “both [the
plaintiff] and [Alexander] were parties to the [2013 action] and are
parties in this case.” Notably, the defendants did not discuss Caroline
in the res judicata portion of their memorandum of law in support of
their motion for summary judgment and did not argue that she was in
privity with a party to the 2013 action.

Deutsche Bank AG v. Vik
In its opposition to the motion for summary judgment,
the plaintiff argued that Caroline was neither a party to
the 2013 action nor in privity with the parties to that
action. It further noted that it was “unclear whether
the defendants contend that res judicata bars the claims
against [Caroline]. The heading of their res judicata argu-
ment states only that the claims against [Alexander] are
barred.” The plaintiff further argued that “res judicata
cannot bar [the plaintiff’s] claims against [Caroline]” in
the present case.
In their November 1, 2024 reply to the plaintiff’s
opposition, the defendants clarified that they “have not
advanced a claim that res judicata applies to bar the pres-
ent claims against [Caroline]. Rather, the claims against
her are barred by the doctrine of collateral estoppel.” For
that reason, the plaintiff’s counsel apprised the court at
the December 4, 2024 hearing on the motion for summary
judgment that the defendants “are not asserting [res
judicata] on behalf of [Caroline] but only [Alexander].”14
In its subsequent memorandum of decision, the court
nevertheless granted the motion for summary judgment
“on the ground that [the plaintiff’s] claims are barred
by the doctrine of res judicata as to both defendants.”
(Emphasis added.)
That determination cannot be reconciled with the
record before us, particularly the defendants’ averment
in their November 1, 2024 reply to the plaintiff’s opposi-
tion that they were not pleading res judicata with respect
to Caroline. Because the defendants did not plead that
special defense with respect to Caroline at any time before
the trial court and expressly indicated that they were
14Because the defendants never offered argument or evidence to sup-
port a res judicata defense with respect to Caroline—as the plaintiff
reminded the court in its October 11, 2024 opposition to the defendants’
motion for summary judgment and at the December 4, 2024 hearing on
that motion—this is not a case in which the court properly could con-
sider that defense despite the defendants’ failure to specifically plead
it. See Singhaviroj v. Board of Education, supra, 124 Conn. App. 234.

Deutsche Bank AG v. Vik
not asserting such a defense on her behalf, we agree with
the plaintiff that the defendants waived that defense.
2
We also disagree with the two distinct determinations
made by the court regarding the privity element of res
judicata.
a
In its memorandum of decision, the court found that
“[t]here is . . . no dispute that [the privity requirement is]
met.” (Emphasis added.) The record indicates otherwise.
First, the defendants never alleged in their August 27,
2024 motion for summary judgment and accompanying
memorandum of law, their November 1, 2024 reply to the
plaintiff’s opposition, or their argument at the December
1, 2024 hearing on the motion for summary judgment,
that Caroline was in privity with either Alexander or
SHI. Second, in its opposition to the motion for summary
judgment, the plaintiff specifically argued that “the par-
ties to the [2013 action] are not . . . in privity with the
parties in this action.” (Emphasis added.) In its reply to
that opposition, the defendants averred that they “have
not advanced a claim that res judicata applies to bar the
present claims against [Caroline].” That record belies the
court’s determination that there was “no dispute” that
the privity requirement was satisfied in the present case.
b
Also untenable is the court’s determination that “[Car-
oline] is in privity with [Alexander].” The court offered no
analysis or explication of that element of res judicata. As
our Supreme Court has observed, “[p]rivity is a difficult
concept to define precisely. . . . There is no prevailing
definition of privity to be followed automatically in every
case. It is not a matter of form or rigid labels; rather it is
a matter of substance. In determining whether privity
exists, we employ an analysis that focuses on the func-
tional relationships of the parties. Privity is not estab-
lished by the mere fact that persons may be interested

Deutsche Bank AG v. Vik
in the same question or in proving or disproving the
same set of facts. Rather, it is, in essence, a shorthand
statement for the principle that [the doctrines of preclu-
sion] should be applied only when there exists such an
identification in interest of one person with another as
to represent the same legal rights so as to justify preclu-
sion.” (Citation omitted.) Mazziotti v. Allstate Ins. Co.,
240 Conn. 799, 813–14, 695 A.2d 1010 (1997). “A key
consideration in determining the existence of privity is
the sharing of the same legal right by the parties alleg-
edly in privity.” (Internal quotation marks omitted.) Id.,
813. “[O]ne person is in privity with another and is bound
by and entitled to the benefits of a judgment as though
he was a party when there is such an identification of
interest between the two as to represent the same legal
right . . . .” (Internal quotation marks omitted.) Collins
v. E.I. DuPont de Nemours & Co., 34 F.3d 172, 176 (3d
Cir. 1994); cf. Wheeler v. Beachcroft, LLC, 320 Conn.
146, 167, 129 A.3d 677 (2016) (“[b]ecause parties may
share some legal rights and not others, parties may be
in privity with respect to some claims, but not others,
for res judicata purposes”).
The 2013 action concerned Alexander’s conduct in
transferring assets from SHI during the 2008 financial
crisis. See Deutsche Bank AG v. Sebastian Holdings,
Inc., supra, 346 Conn. 564. Caroline had no legal inter-
est in that action—she was not a party, and it did not
concern her conduct in any way. The issue in the 2013
action was whether the plaintiff had the legal right to
pierce the corporate veil of SHI and hold Alexander,
the sole director of SHI who controlled all aspects of its
operations and financial transactions, personally liable
for the English judgment due to his conduct. In resolving
that issue, the critical question was whether Alexander
“acted with the specific intent to leave SHI unable to
pay its debts to [the plaintiff]” when he caused SHI to
transfer approximately one billion dollars of assets out
of SHI in October 2008. Id., 584. The present case, by
contrast, concerns the defendants’ alleged efforts to
interfere with the sale of the Confirmit shares beginning

Deutsche Bank AG v. Vik
in 2016. The issue in this case is whether that conduct
constitutes tortious interference with business expec-
tancy and violations of CUTPA.
Given those critical distinctions, we conclude that
Caroline does not share the same legal right in this action
as that which belonged to Alexander in the 2013 action.
There is no allegation that Caroline had any connection
to SHI or that she engaged in any conduct with respect
to that entity at any time. Accordingly, she lacks the
requisite identification of interest with Alexander with
respect to the issues adjudicated in the 2013 action. The
court, therefore, improperly concluded that Caroline
is in privity with Alexander for res judicata purposes.
B
We next consider whether the court properly con-
cluded that no genuine issue of material fact existed
as to whether res judicata barred the plaintiff’s claims
with respect to Alexander. “Generally, for res judicata to
apply, four elements must be met: (1) the judgment must
have been rendered on the merits by a court of competent
jurisdiction; (2) the parties to the prior and subsequent
actions must be the same or in privity; (3) there must
have been an adequate opportunity to litigate the mat-
ter fully; and (4) the same underlying claim must be at
issue.” Wheeler v. Beachcroft, LLC, supra, 320 Conn.
156–57. In the present case, the first two elements are
not in dispute. We therefore focus our attention on the
third and fourth elements of that doctrine of preclusion.
1
We begin with the question of whether the present
case involves the same claim as the 2013 action. For
res judicata to apply, the same underlying claim must
be at issue. Id., 157. Our Supreme Court has adopted a
transactional test “as a guide to determining whether an
action involves the same claim as an earlier action so as
to trigger operation of the doctrine of res judicata. [T]he
claim [that is] extinguished [by the judgment in the first

Deutsche Bank AG v. Vik
action] includes all rights of the plaintiff to remedies
against the defendant with respect to all or any part of
the transaction, or series of connected transactions, out
of which the action arose. What factual grouping con-
stitutes a transaction, and what groupings constitute a
series, are to be determined pragmatically, giving weight
to such considerations as whether the facts are related
in time, space, origin, or motivation, whether they form
a convenient trial unit, and whether their treatment as
a unit conforms to the parties’ expectations or business
understanding or usage.” (Internal quotation marks
omitted.) Powell v. Infinity Ins. Co., 282 Conn. 594, 604,
922 A.2d 1073 (2007); see also 1 Restatement (Second),
Judgments § 24, comment (b), pp. 198–99 (1982) (trans-
actional test “is not capable of a mathematically precise
definition; it invokes a pragmatic standard to be applied
with attention to the facts of the cases”).
The purpose of the transactional test is “to measure
the preclusive effect of a prior judgment”; Duhaime v.
American Reserve Life Ins. Co., 200 Conn. 360, 365,
511 A.2d 333 (1986); so as to “strike a delicate balance
between . . . the interests of the defendant and of the
courts in bringing litigation to a close and . . . the inter-
est of the plaintiff in the vindication of a just claim.”
(Internal quotation marks omitted.) Cadle Co. v. Gabel,
69 Conn. App. 279, 298, 794 A.2d 1029 (2002). It oper-
ates as a screening mechanism to prevent a party from
obtaining “a second bite at the apple . . . [when] the pres-
ent claims are ones arising from the same transaction
that the parties, exercising reasonable diligence, could
have raised but did not in the [prior action].” (Internal
quotation marks omitted.) Larry v. Powerski, 148 F.
Supp. 3d 584, 597 (E.D. Mich. 2015).
“In applying the transactional test, we compare the
complaint in the second action with the pleadings and
the judgment in the earlier action.”15 (Internal quotation
15For that reason, the defendants’ argument that the plaintiff “pro-
vided no evidence at all of any of the proceedings” in the Norway enforce-
ment action is of no moment. The issue before the court on summary
judgment was not whether the defendants committed the acts alleged

Deutsche Bank AG v. Vik
marks omitted.) Delahunty v. Massachusetts Mutual
Life Ins. Co., 236 Conn. 582, 590, 674 A.2d 1290 (1996).
The 2013 action was brought to pierce the corporate
veil of SHI and hold Alexander personally liable for the
English judgment against it. The facts giving rise to that
action pertain to Alexander’s conduct as the sole director
of SHI who controlled all aspects of its operations and
financial transactions. More specifically, the 2013 action
concerned the transfer of approximately one billion dol-
lars of assets out of SHI in October 2008 at Alexander’s
direction. See Deutsche Bank AG v. Sebastian Holdings,
Inc., supra, 346 Conn. 583–84. The present case, by
contrast, does not concern Alexander’s actions in 2008,
his liability for the English judgment, or the transfer of
the Confirmit shares from SHI. Rather, it pertains to the
defendants’ alleged interference with the court-ordered
sale of those shares years later. As our Supreme Court
observed in an earlier appeal in this case: “The [2013
action] involved the narrow question of whether the trial
court could pierce SHI’s corporate veil and hold Alex-
ander personally liable for the English judgment on the
basis of conduct occurring prior to November 1, 2008. . .
. The present case involves whether the defendants were
involved in a conspiracy between 2016 and 2020 to halt
or delay the sale of a Norwegian software company in
order to prevent the plaintiff from partially satisfying
with respect to the Norway enforcement action; the issue was whether
the affirmative defenses of res judicata and collateral estoppel barred
the plaintiff’s action. In resolving that query, the court necessarily
compared the complaint and judgment in the 2013 action with the
allegations of the complaint in the present case.
Furthermore, as we previously noted, the defendants did not file an
answer prior to moving for summary judgment and thus have not denied
the allegations contained in the plaintiff’s complaint regarding those
foreign proceedings. They likewise did not dispute the material allega-
tions in the plaintiff’s complaint regarding the Norway enforcement
action in their motion for summary judgment but, rather, argued that
res judicata and collateral estoppel barred the plaintiff’s action. In its
memorandum of decision, the court neither noted nor attributed any
significance to the fact that the plaintiff had not submitted documenta-
tion from the Norway enforcement action. Instead, the court relied on
the allegations set forth in the plaintiff’s complaint.

Deutsche Bank AG v. Vik
the English judgment.” (Citation omitted.) Deutsche
Bank AG v. Vik, supra, 349 Conn. 136.
In addition, the present case involves a distinct and
separate injury from that alleged in the 2013 action—the
alleged loss of $85 million stemming from the diminu-
tion in value of the Confirmit shares due to the conduct
of the defendants between 2016 and 2020. See, e.g.,
Summitwood Development, LLC v. Roberts, 130 Conn.
App. 792, 804, 25 A.3d 721 (res judicata barred second
action because claims arose from same facts and sought
redress for same injury), cert. denied, 302 Conn. 942,
29 A.3d 467 (2011), cert. denied, 565 U.S. 1260, 132
S. Ct. 1745, 182 L. Ed. 2d 530 (2012); cf. Lighthouse
Landings, Inc. v. Connecticut Light & Power Co., 300
Conn. 325, 350–51, 15 A.3d 601 (2011) (res judicata
barred plaintiff’s misrepresentation and CUTPA claims
because “the facts and theories . . . alleged in the [prior
action and the present action] were the same” and “all
of the allegations and theories asserted in both actions
were intended to support the single underlying claim”
(emphasis in original)). Moreover, the present action
involves an additional defendant who (1) was not a party
to the 2013 action, (2) had no legal interest in that action,
and (3) was not involved in the facts and transactions
underlying that action in any manner. In light of the
foregoing, we conclude that the material facts of the 2013
action and the present one are not related in time, space,
origin, or motivation and do not form a convenient trial
unit. See Powell v. Infinity Ins. Co., supra, 282 Conn.
604. For those reasons, the court improperly concluded
that the present case involves the same underlying claim
as the 2013 action.
2
The plaintiff also claims that the court improperly
concluded that the plaintiff had an adequate opportunity
to fully litigate the claims advanced in the present action
in the 2013 action. We agree.

Deutsche Bank AG v. Vik
“[T]he essential concept of the modern rule of claim
preclusion is that a judgment against [the] plaintiff is
preclusive not simply when it is on the merits but when
the procedure in the first action afforded [the] plaintiff a
fair opportunity to get to the merits. . . . [T]he appropri-
ate inquiry with respect to [claim] preclusion is whether
the party had an adequate opportunity to litigate the
matter in the earlier proceeding . . . . [T]he doctrine of
res judicata does not preclude a plaintiff from pursu-
ing claims that it previously had not been afforded the
opportunity to litigate.” (Citations omitted; emphasis in
original; internal quotation marks omitted.) In re Pro-
bate Appeal of Cadle Co., 152 Conn. App. 427, 437, 100
A.3d 30 (2014). When a party did not have a full and fair
opportunity to litigate a matter in the earlier proceeding,
“res judicata is inappropriate.” Cayer Enterprises, Inc. v.
DiMasi, 84 Conn. App. 190, 194, 852 A.2d 758 (2004).
In its memorandum of decision, the court addressed
that element of res judicata as follows: “The court . . .
finds that the third element—that there must have been
an adequate opportunity to litigate the matter fully—
was met. [The plaintiff] had a full and fair opportunity
to litigate the enforcement of the English judgment as
against [Alexander] relating to the transfer of the Con-
firmit shares and sufficient assets in SHI in 2008 to pay
[the plaintiff], which judgment formed the basis of the
[Norway enforcement action].” That reasoning exhibits a
fundamental misunderstanding of the claims asserted in
this case. Our plenary review of the pleadings; see Meyers
v. Livingston, Adler, Pulda, Meiklejohn & Kelly, P.C.,
311 Conn. 282, 290, 87 A.3d 534 (2014); indicates that
the conduct giving rise to the plaintiff’s tortious interfer-
ence and CUTPA claims is not Alexander’s transfer of the
Confirmit shares in 2008. Rather, it is the defendants’
alleged interference with the forced sale of those shares
from 2016, when the Norway enforcement action was
commenced, until 2020, when that sale closed.
The claims advanced in the present case require the
plaintiff to plead and prove that it sustained damages as

Deutsche Bank AG v. Vik
a result of the defendants’ interference with the sale of
the Confirmit shares. See, e.g., Artie’s Auto Body, Inc.
v. Hartford Fire Ins. Co., 287 Conn. 208, 218, 947 A.2d
320 (2008) (“to be entitled to any relief under CUTPA, a
plaintiff must first prove that he has suffered an ascer-
tainable loss due to a CUTPA violation” (internal quota-
tion marks omitted)); American Diamond Exchange, Inc.
v. Alpert, 101 Conn. App. 83, 97, 920 A.2d 357 (“[i]t is
an essential element of the tort of unlawful interference
with business relations that the plaintiff suffered actual
loss” (internal quotation marks omitted)), cert. denied,
284 Conn. 901, 931 A.2d 261 (2007). In its complaint, the
plaintiff alleges that the defendants’ efforts to interfere
with the sale of the Confirmit shares “depressed [their]
value” and thereby prevented the plaintiff from recover-
ing $85 million from that sale.
For that reason, the pecuniary injury allegedly sus-
tained by the plaintiff did not accrue until February
2020, when the sale of the Confirmit shares closed for
millions of dollars below ABG’s initial valuation. See
Deutsche Bank AG v. Vik, supra, 349 Conn. 125–30. As
the plaintiff aptly notes in its principal appellate brief,
“if the sale of the Confirmit shares had been completed
without any diminution in the price caused by [the defen-
dants’ alleged conduct], then [the plaintiff] would have
had no claim to assert.” Put simply, the plaintiff had no
case until the court-ordered sale of the Confirmit shares
ultimately closed. See, e.g., Jepsen v. Camassar, 181
Conn. App. 492, 533, 187 A.3d 486 (“[s]peculation and
conjecture do not suffice for proof of pecuniary loss”),
cert. denied, 329 Conn. 909, 186 A.3d 12 (2018).
We therefore disagree with the defendants that the
plaintiff could have amended its complaint in the 2013
action to include tortious interference with business
expectancy and CUTPA claims. Significantly, the alleg-
edly tortious conduct of the defendants continued into
late 2019—after discovery deadlines had passed, the
pleadings had closed, and the trial commenced in the

Deutsche Bank AG v. Vik
2013 action on November 19, 2019.16 See footnote 8 of
this opinion.
We also note that, prior to trial in the 2013 action, the
defendants filed a motion in limine to preclude evidence
related to conduct outside of the October 2008 time
period alleged in the complaint in the 2013 action. The
trial court granted that motion, stating in relevant part:
“The court exercises its discretion to maintain the focus
of the trial on the transactions occurring in October 2008
as alleged in the complaint. Given the global extent of
[Alexander’s] financial dealings, pursuit without time
limitation could lead to a virtually endless proceeding.”
In light of that order and the fact that the plaintiff’s
causes of action for tortious interference with business
expectancy and CUTPA did not accrue until February
2020—months after the trial in the 2013 action con-
cluded—the plaintiff would have been required to obtain
permission from the court (1) to amend its complaint
posttrial to add those tort and statutory causes of action;
16For example, the plaintiff alleges in its complaint in the present case
that, as part of the defendants’ efforts to interfere with the sale of the
Confirmit shares, Caroline commenced the Connecticut District Court
action on November 13, 2019, “at a critical moment of negotiations”
in the sale of those shares, and that she did not voluntarily dismiss
that action until February 11, 2020. It also alleges that, on December
6, 2019, Caroline filed a petition for a preliminary injunction with the
Oslo Enforcement Court to stop the sale of the Confirmit shares. The
plaintiff further alleges that, in a letter dated October 18, 2019, Alex-
ander informed ABG that he intended to bid on the Confirmit shares;
that he subsequently refused to comply with ABG’s subsequent request
for information and documentation related to his purported bid; that,
on November 26, 2019, he declared that he “decided to bid for Confirmit
[himself],” rather than through a corporate entity; that his bid “was not
a serious offer to purchase the Confirmit shares” and “was 400 percent
higher than the average of the other indicative bids”; and that “[t]he sole
purpose of [Alexander’s] bid was to disrupt the Confirmit sale process.”
In concluding that res judicata barred the plaintiff’s claims in the
present case, the court stated: “While some facts in the [present case]
relating to the [Norway enforcement action] had not yet occurred at the
time the [2013 action] was instituted in 2013, they had occurred well
prior to trial in the [2013 action] such that they could have been pled
in the [2013 action].” (Emphasis added.) As the foregoing examples
demonstrate, the court was plainly mistaken in that regard.

Deutsche Bank AG v. Vik
(2) to add Caroline as a party; (3) to reopen discovery;
and (4) to reopen evidence at trial, despite the fact that
those claims are utterly distinct from the equitable claim
to pierce the corporate veil that the plaintiff pursued in
the 2013 action. We are not aware of any case in which
such a series of posttrial requests have been granted by
a trial court and the defendants have not identified such
authority. On the facts and circumstances of this case,
we cannot ascribe fault to the plaintiff for failing to seek
such extraordinary posttrial recourse.
In light of the foregoing, we conclude that the defen-
dants have not demonstrated that the plaintiff had a full
and fair opportunity to litigate its tortious interference
with business expectancy and CUTPA claims in the 2013
action. For that reason, res judicata is inappropriate.
See Cayer Enterprises, Inc. v. DiMasi, supra, 84 Conn.
App. 194.
3
Lastly, we emphasize that res judicata is a flexible doc-
trine that “must give way when [its] mechanical applica-
tion would frustrate other social policies based on values
equally or more important than the convenience afforded
by finality in legal controversies.” In re Juvenile Appeal
(83–DE), supra, 190 Conn. 318. As our Supreme Court
has observed, “application of the doctrine [of res judicata]
can yield harsh results, especially in the context of claims
that were not actually litigated and parties that were not
actually involved in the prior action. . . . The decision of
whether res judicata should bar such claims should be
based upon a consideration of the doctrine’s underlying
policies, namely, the interests of the defendant and of
the courts in bringing litigation to a close . . . and the
competing interest of the plaintiff in the vindication of a
just claim.” (Citation omitted; internal quotation marks
omitted.) Wheeler v. Beachcroft, LLC, supra, 320 Conn.
158. In this case, we believe that the public policy goals
of “promoting judicial economy, minimizing repetitive
litigation, preventing inconsistent judgments and pro-
viding repose to parties”; Weiss v. Weiss, supra, 297

Deutsche Bank AG v. Vik
Conn. 465; are outweighed by the plaintiff’s interest in
the vindication of a just claim. We therefore conclude
that the court improperly determined that res judicata
barred the plaintiff’s tortious interference with business
expectancy and CUTPA claims.
II
COLLATERAL ESTOPPEL
We next consider the plaintiff’s challenge to the court’s
application of the doctrine of collateral estoppel. In its
memorandum of decision, the court concluded that the
plaintiff is collaterally estopped from relitigating (1)
“the personal liability of [Alexander] to the plaintiff
under the English judgment and the enforcement of
the English judgment against him,” (2) “whether the
transfer of SHI’s assets, including shares of Confirmit
from SHI to [Alexander] in October 2008, was proper,”
and (3) “that [Alexander] was the owner of the Confirmit
shares in October 2008.” On appeal, the plaintiff contests
the propriety of those determinations.
The doctrine of collateral estoppel expresses “the fun-
damental principle that once a matter has been fully and
fairly litigated, and finally decided, it comes to rest. . . .
Collateral estoppel, or issue preclusion, is that aspect of
res judicata which prohibits the relitigation of an issue
when that issue was actually litigated and necessarily
determined in a prior action between the same parties
upon a different claim. . . . For an issue to be subject to
collateral estoppel, it must have been fully and fairly
litigated in the first action. It also must have been actu-
ally decided and the decision must have been necessary to
the judgment.” (Citations omitted; emphasis in original;
internal quotation marks omitted.) Carol Management
Corp. v. Board of Tax Review, 228 Conn. 23, 32, 633 A.2d
1368 (1993); see also Torrington Tax Collector, LLC v.
Riley, 354 Conn. 66, 80, 349 A.3d 551 (2026) (collateral
estoppel requires proof that issue was “actually litigated
and decided” in prior action); 1 Restatement (Second),
supra, § 27, p. 250 (“[w]hen an issue of fact or law is
actually litigated and determined by a valid and final

Deutsche Bank AG v. Vik
judgment, and the determination is essential to the judg-
ment, the determination is conclusive in a subsequent
action between the parties, whether on the same or a
different claim”). Accordingly, to successfully invoke
the doctrine of collateral estoppel, a party must dem-
onstrate that (1) the issue was fully and fairly litigated
in the prior action, (2) the issue was actually litigated
and decided in the prior action, and (3) the issue was
necessary to the judgment in the prior action. See Virgo
v. Lyons, 209 Conn. 497, 501, 551 A.2d 1243 (1988);
Busconi v. Dighello, 39 Conn. App. 753, 767–68, 668
A.2d 716 (1995), cert. denied, 236 Conn. 903, 670 A.2d
321 (1996). In this case, the defendants, as the parties
asserting the defense of collateral estoppel in a motion
for summary judgment, bore the burden of establishing
that no genuine issue of material fact existed as to each
of those requirements. See Coyle Crete, LLC v. Nevins,
137 Conn. App. 540, 547–48, 49 A.3d 770 (2012).
A
Liability for the English Judgment
In its memorandum of decision, the court concluded
that collateral estoppel precluded the plaintiff from
relitigating “the personal liability of [Alexander] to the
plaintiff under the English judgment and the enforce-
ment of the English judgment against him . . . .” We
disagree that collateral estoppel applies to that issue.
The court’s determination is rooted in its misunder-
standing of the claims asserted by the plaintiff in this
case. As previously noted, the alleged conduct that under-
lies the plaintiff’s tortious interference and CUTPA
claims does not concern the October 2008 transfers at
issue in the 2013 action or any conduct by the defendants
related thereto. The plaintiff’s tortious interference
and CUTPA claims in this case concern the defendants’
alleged interference with the court-ordered sale of the
Confirmit shares from 2016, when the Norway enforce-
ment action was commenced, to 2020, when that sale
closed. The present action is thus predicated on different

Deutsche Bank AG v. Vik
conduct regarding a different transaction than those at
issue in the 2013 action.
“Before collateral estoppel applies . . . there must be an
identity of issues between the prior and subsequent pro-
ceedings. To invoke collateral estoppel the issues sought
to be litigated in the new proceeding must be identical to
those considered in the prior proceeding.” (Emphasis in
original; internal quotation marks omitted.) Corcoran
v. Dept. of Social Services, 271 Conn. 679, 689, 859
A.2d 533 (2004); see also Gladysz v. Planning & Zoning
Commission, 256 Conn. 249, 261, 773 A.2d 300 (2001)
(“collateral estoppel has no application in the absence
of an identical issue”). The issue sought to be litigated
in the present case—whether the defendants interfered
with the court-ordered sale of the Confirmit shares from
2016 to 2020—differs dramatically from the issues
presented in the 2013 action to pierce the corporate veil,
which concerned whether Alexander exercised dominion
and control over SHI, whether he commingled its assets
with his own, and whether he instigated the October 2008
transfers with the specific intent of rendering SHI unable
to pay its margin calls to the plaintiff. See Deutsche Bank
AG v. Sebastian Holdings, Inc., supra, 346 Conn. 584.
In such instances, collateral estoppel has no application.
Moreover, we note that the trial court in the 2013
action concluded that, because the plaintiff failed to
demonstrate that Alexander acted with the specific intent
necessary to pierce the corporate veil, he could not be
held personally liable for the English judgment. See
id., 583–84. In the present action, the plaintiff has not
contested that determination and does not seek to hold
Alexander personally liable for the English judgment.
As our Supreme Court observed in an earlier appeal in
this case, “[t]he present action . . . is not predicated on
the English court’s findings; nor does it seek to impose
liability on the defendants for anything that transpired
in that case.” Deutsche Bank AG v. Vik, supra, 349 Conn.
141 n.5. Whether Alexander may be held personally liable

Deutsche Bank AG v. Vik
for the English judgment, therefore, is irrelevant to the
present action.
B
October 2008 Transfers
In its memorandum of decision, the court concluded
that collateral estoppel precluded the plaintiff from relit-
igating “whether the transfer of SHI’s assets, including
shares of Confirmit from SHI to [Alexander] in October
2008, was proper . . . .” We do not agree.
As our Supreme Court explained, “[e]ven when an
issue is actually litigated and decided in a prior action,
collateral estoppel does not apply unless the trial court’s
adjudication of that issue was necessary to the judgment.
. . . [A]n issue is necessary to the judgment if, in the
absence of a determination of the issue, the judgment
could not have been validly rendered. . . . If an issue has
been determined, but the judgment is not dependent
[on] the determination of the issue, the parties may
relitigate the issue in a subsequent action. . . . Findings
on nonessential issues usually have the characteristics
of dicta.” (Citations omitted; internal quotation marks
omitted.) Torrington Tax Collector, LLC v. Riley, supra,
354 Conn. 80.
The introductory paragraph to the trial court’s memo-
randum of decision in the 2013 action indicates that the
central question in that action was whether the plaintiff
satisfied “its burden of proof to justify piercing SHI’s
corporate veil [because Alexander] diverted SHI’s assets
with the specific intent of rendering it unable to pay its
margin calls to [the plaintiff].” Deutsche Bank AG v.
Sebastian Holdings, Inc., supra, 2021 WL 4482154, *1.
In resolving that question, the court expressly adopted
a tripartite test to determine whether the piercing of
SHI’s corporate veil was justified, which required proof
that Alexander (1) exercised dominion and control of
SHI, (2) commingled SHI’s assets with his own, and (3)
drained SHI’s assets “with the specific intent of leaving
the corporation unable to pay its debts.” Id., *19–20. The

Deutsche Bank AG v. Vik
court further determined that “the test of specific intent
requires a subjective finding of a defendant’s ‘conscious
object’ to commit the harm alleged, in this case, i.e., that
[Alexander] consciously sought to render SHI unable to
satisfy its margin calls from [the plaintiff].” Id., *22.
Applying that tripartite test, the court found that
the plaintiff had satisfied its first two prongs, stating in
relevant part: “[T]he court does not hesitate to conclude
that, as to the [October 2008 transfers], SHI had no
separate mind of its own or that [Alexander] completely
dominated and controlled SHI. . . . [T]he court finds that
[the plaintiff] provided ample evidence of commingling
between SHI, [Alexander] and entities he controlled.” Id.,
*28–29. The court nevertheless found, with respect to
the third prong of that test, that Alexander did not act
with the specific intent to render SHI unable to pay its
margin calls to the plaintiff. Id., *31.
In reaching that determination, the court reasoned:
“[O]ne salient fact stands out: [Alexander] left more than
$500 million in SHI’s accounts at [the plaintiff]. In fact,
he could have credibly believed that he had retained as
much as $780 million in SHI’s accounts at [the plain-
tiff]. SHI used this money to cover the first five margin
calls during the week of October 13. [The plaintiff’s]
contention that [Alexander] drained SHI’s assets with
the specific intent of rendering it unable to pay its mar-
gin calls is undermined by this salient fact, which [the
plaintiff] chooses to ignore. If [Alexander] had specifi-
cally intended to prevent payment of SHI’s debts to [the
plaintiff], he went about it in a remarkably incompetent
way, and [Alexander] did not strike the court as finan-
cially incompetent.
“Further, [Alexander] had no reason to think that
the margin calls would exceed the nominal $780 mil-
lion remaining in SHI’s accounts at [the plaintiff]. The
defendants’ forensic accountant [testified] that ‘[i]t took
an army of quants’ to calculate the final balance of [the]
derivative trades [made by SHI’s portfolio manager] and
that it was unlikely [Alexander] could have calculated

Deutsche Bank AG v. Vik
it.17 . . . [The plaintiff] cannot successfully contend that
[Alexander] acted with specific intent to deprive it of
funds when he initiated the [October 2008 transfers] at a
time when neither he nor [the plaintiff] knew the extent
of the losses that were eventually calculated.
“Ultimately, [Alexander’s] purpose in directing the
[October 2008 transfers] is irrelevant to the decisive
issue in this case, considering that he actually reserved
over half a billion dollars to cover SHI’s unspecified
debts to [the plaintiff], if not as much as $780 million.
This was not an unreasonable action given what he knew
at the time.”18 (Footnote in original.) Id., *30–31. The
court further found that, at the time that various assets
were transferred from SHI in October 2008, Alexander
“credibly believed” that SHI’s assets held by the plaintiff
“totaled at least $1.65 billion and [he] had no reason to
believe the remainder of approximately $750 million
would be inadequate to cover any debt to [the plaintiff].”
Id., *31. For that reason, the court concluded that the
plaintiff “has not satisfied its burden of proof that, in
making the [October 2008 transfers], [Alexander] acted
with the specific intent of depriving SHI of its ability to
satisfy its margin calls to [the plaintiff].” Id.
We agree with the trial court that Alexander’s purpose
in directing the October 2008 transfers was irrelevant to
the decisive issue in the 2013 action, which was whether
he drained SHI’s assets with the specific intent of leaving
the corporation unable to pay its debts. Although the
17“A quantitative analyst or ‘quant’ is a specialist who applies math-
ematics and statistical methods to financial and risk management
problems.” Deutsche Bank AG v. Sebastian Holdings, Inc., supra, 2021
WL 4482154, *30 n.21.
18In discussing equitable considerations regarding whether to pierce
the corporate veil, the court similarly found that, “[f]ar from draining
all of SHI’s funds, [Alexander] left available in SHI’s accounts at [the
plaintiff] at least $511 million and paid them on request. But for [the
plaintiff’s] error in calculation, [Alexander] could credibly have believed
that $250 million to $280 million remained in SHI's accounts at [the
plaintiff in October 2008] even after paying” half a billion dollars in
margin calls. Deutsche Bank AG v. Sebastian Holdings, Inc., supra,
2021 WL 4482154, *32.

Deutsche Bank AG v. Vik
court in its memorandum of decision expressly stated
that it “does not find fraud or deceit or illicit conduct”
with respect to those transfers, that determination was
not essential to the court’s judgment. See DaCruz v.
State Farm Fire & Casualty Co., 268 Conn. 675, 686,
846 A.2d 849 (2004) (“[i]ssue preclusion arises when
an issue is actually litigated and determined by a valid
and final judgment, and that determination is essential
to the judgment” (internal quotation marks omitted)).
The court’s memorandum of decision in the 2013 action
plainly indicates that its conclusion that Alexander did
not act with the requisite intent when he drained SHI’s
assets was predicated on the court’s determinations
that, at the time of the October 2008 transfers, (1) nei-
ther Alexander nor the plaintiff knew the extent of the
losses that were eventually calculated, (2) Alexander did
not drain all of SHI’s assets but, rather, “reserved over
half a billion dollars to cover SHI’s unspecified debts,”
and (3) Alexander had “no reason to believe [that this]
remainder . . . would be inadequate to cover any debt to
[the plaintiff].” Deutsche Bank AG v. Sebastian Hold-
ings, Inc., supra, 2021 WL 4482154, *31. Because the
judgment denying the plaintiff’s declaratory action to
pierce the corporate veil in the 2013 action could have
been validly rendered without resolving the issue of
whether the October 2008 transfers were proper, that
issue was not necessary to the judgment.19 See Torrington
Tax Collector, LLC v. Riley, supra, 354 Conn. 80. For
19The present case thus resembles illustration 13 to § 27 of the Restate-
ment (Second), which states: “A brings an action against B to recover
interest on a promissory note payable to A, the principal not yet being
due. B alleges that he was induced by the fraud of A to execute the
note, and further alleges that A gave him a release under seal of the
obligation to pay interest. The court, sitting without a jury, finds that
A had given such a release but that B was not induced by A’s fraud to
execute the note, and gives verdict for B on which judgment is entered.
After the note matures A brings an action against B for the principal of
the note. B is not precluded from defending this action on the ground
that B was induced by A’s fraud to execute the note.” 1 Restatement
(Second), supra, § 27, illustration (13), p. 258.

Deutsche Bank AG v. Vik
that reason, the trial court in the present case improperly
concluded that collateral estoppel applies to that issue.
C
Ownership of Confirmit Shares
In its memorandum of decision, the court also con-
cluded that collateral estoppel precluded the plaintiff
from relitigating whether Alexander “was the owner of
the Confirmit shares in October 2008.” For two reasons,
we disagree.
First, the issue of precisely who owned the Confirmit
shares in October 2008 was not necessary to the judgment
in the 2013 action.20 The plaintiff’s action to pierce the
corporate veil required the court in the 2013 action to
determine whether Alexander exercised dominion and
control over SHI, whether he commingled its assets
with his own, and whether he instigated the October
2008 transfers with the specific intent of rendering
SHI unable to pay its margin calls to the plaintiff. See
Deutsche Bank AG v. Sebastian Holdings, Inc., supra,
346 Conn. 584. The court found that the plaintiff had
not established that specific intent. Accordingly, the
question of whether Alexander was the owner of the
Confirmit shares that were transferred in October 2008
was not necessary to the court’s judgment declining to
pierce the corporate veil.
Second, Alexander’s ownership of the Confirmit shares
in October 2008 is neither disputed by the plaintiff nor
relevant to the present action. In its complaint in this
case, the plaintiff alleged that Alexander “maintained
sole ownership of . . . Confirmit until approximately 2015
20In neither their appellate brief nor their oral argument before this
court have the defendants offered any analysis as to why a determination
that Alexander was the owner of the Confirmit shares in October 2008
was necessary to the judgment in the 2013 action. See, e.g., Dowling v.
Finley Associates, Inc., 248 Conn. 364, 378–79, 727 A.2d 1245 (1999)
(“[a]s the moving party seeking summary judgment, it [is] incumbent
upon the defendants to show that the judgment against the plaintiffs
in the [prior] action could not have been rendered without deciding the
issues upon which the [present] action was predicated”).

Deutsche Bank AG v. Vik
. . . .”21 The plaintiff further averred that, on December
21, 2016, the Oslo Enforcement Court “held that SHI
was the true owner of the Confirmit shares at the time
the execution lien was established” in 2016, and that the
Supreme Court of Norway affirmed that decision in 2019,
“thereby definitively establishing that SHI was the true
owner of the Confirmit shares at the time the execution
lien was put in place.” The present action, therefore, does
not concern ownership of the Confirmit shares in 2008
but, rather, their ownership in 2016 when the execution
lien was established. As a result, the requisite identity of
issues necessary to advance a collateral estoppel defense;
see Solon v. Slater, supra, 345 Conn. 811; is lacking
with respect to that issue. As our Supreme Court noted
in the earlier appeal in this case, “[t]he [2013 action]
involved the narrow question of whether the trial court
could pierce SHI’s corporate veil and hold Alexander
personally liable for the English judgment on the basis
of conduct occurring prior to November 1, 2008. . . .
The present case involves whether the defendants were
involved in a conspiracy between 2016 and 2020 to halt
or delay the sale of a Norwegian software company in
order to prevent the plaintiff from partially satisfying
the English judgment.” (Citation omitted; emphasis
added.) Deutsche Bank AG v. Vik, supra, 349 Conn. 136.
For those reasons, we conclude that the court improperly
concluded that collateral estoppel applied to the issue
of whether Alexander was the owner of the Confirmit
shares in October 2008.
The judgment is reversed and the case is remanded for
further proceedings according to law.
In this opinion the other judges concurred.
21In its complaint in the 2013 action, the plaintiff similarly alleged
that Alexander “retained legal and/or beneficial ownership and con-
trol” of the funds transferred from SHI in October 2008, including
the Confirmit shares.