Date: 08-12-2015

Case Style: Joseph General Contracting, Inc. v. Couto

Case Number: SC 19209

Judge: Dennis G. Eveleigh

Court: Supreme Court of Connecticut

Plaintiff's Attorney: Thomas J. Londregan

Defendant's Attorney: Jennifer Antognini-O’Neill

Description: The appellant Anthony J. Silvestri1 appeals from the judgment of the Appellate Court affirming the judgment of the trial court in favor of the appellees, John Couto and Jane Couto.2 The trial court had found Silvestri personally liable for, inter alia, breach of contract, breach of implied warranty, and violation of the Connecticut Unfair Trade Practices Act (CUTPA),GeneralStatutes§ 42-110aetseq.Thedispositive issue in this appeal is whether the Appellate Court properlyaffirmedthejudgmentofthetrialcourtfinding that Silvestri, in his individual capacity, had incurred individual contractual obligations to the Coutos and was, therefore, personally liable for damages that the Coutos sustained as a result of his actions. We affirm in part and reverse in part the judgment of the Appellate Court. The opinion of the Appellate Court sets forth the following facts and procedural history. ‘‘On June 27, 2007 . . . Joseph General Contracting, Inc. (Joseph General), filed two separate complaints against the [Coutos]. The first action contained five counts and raised claims of breach of contract, and the second action sought to foreclose a mechanic’s lien held by Joseph General on the Coutos’ property. The Coutos denied their liability and asserted various special defenses,includingallegationsthat[Silvestri,whowas] the owner and president of Joseph General . . . personally had induced them to enter into a contract throughmaterialmisrepresentations,that[JosephGeneral’s]claimswerebarredbyitsownbreachofcontract and warranty, and that Joseph General had been fully paid for the work it completed in accordance with the contractual agreement. ‘‘The Coutos also filed a six count counterclaim against Joseph [General], alleging violation of General Statutes § 47-200 et seq., the Common Interest Ownership Act, breach of contract, fraud, breach of implied warranty, trespass and violation of . . . [CUTPA]. Subsequently, the Coutos . . . commenced a separate action on February 6, 2009, against Silvestri, the sole owner and shareholder of Joseph General, and Landel Realty, LLC (Landel), of which Silvestri is also the sole owner. That action incorporated the allegations of the Coutos’counterclaim,inadditiontoallegingintentional infliction of emotional distress and seeking declaratory relief pursuantto the Common InterestOwnership Act. A consolidated trial of [these actions] was held before the court [in May, 2011]. ‘‘After trial, the court rendered judgment in favor of Joseph General, Landel, and Silvestri as to the Coutos’ claims offraud, violationof theCommon InterestOwnership Act and intentional infliction of emotional distress.The[trial]courtrenderedjudgmentinfavorofthe
Coutos as to all other counts, holding Joseph General, Landel and Silvestri eachjointly and severally liable for breach of contract and implied warranty, trespass and violation of CUTPA, awarding a total of approximately $573,659 in damages. On appeal to [the Appellate Court], Silvestri challenge[d] the propriety of these adverse rulings with respect to his personal liability. ‘‘In view of the evidence presented in the consolidated trial of these actions, the [trial] court reasonably could have found the following facts. In 2006, the Coutos entered into a written contract with Joseph General for the purchase and construction of a home and carriage house to be built on a piece of property in the Admiral Cove subdivision in Stonington (lot 5), for the price of $1,980,000. The carriage house was intended for use as a separate dwelling for the Coutos’ special needs daughter, a purpose of which Silvestri wasaware.Atthetimethecontractwassigned,Silvestri assured the Coutos that if they did not like the home and the carriage house, they would not be obligated to buy lot 5 or the completed dwellings. Although the contract terms were vague, they specified that the new home was to be of like kind and quality, and built with thesamematerialsasusedinamodelhomealsolocated in Admiral Cove, which previously had been constructedbyJosephGeneral,LandelandSilvestri,collectively.Thearchitectwhodesignedthemodelhousewas alsotodesignthetwodwellingsonlot5fortheCoutos. Silvestri knew, however, that the zoning requirements regulating Admiral Cove contained a single-family dwelling restriction applicable to each of the lots in the development. At the time they signed the contract, the Coutos were unaware of this zoning restriction. ‘‘Although the original contract for the development of the new home and carriage house was executed between the Coutos and Joseph General, the parties also proceeded to negotiate additional oral agreements to supplement its terms. . . . The trial court apparently found credible the testimony of the Coutos that, throughout the continued construction process, they were confused as to whom they were dealing with. The Coutos also entered intoa written agreement to deliver funds to escrow in payment for a security card system, dockinginstallation,dockingpermitsandestatepaving, as well as a second written contract relating to a construction loan obtained by the Coutos. Both of these agreements were signed by Silvestri, individually, and on behalf of Landel. In light of this evidence presented attrial,thetrialcourtdeterminedthatacontractexisted not only between Joseph General and the Coutos, but also between the Coutos, Landel and Silvestri. ‘‘The evidence at trial showed that, as the construction process continued, Silvestri had financial difficulties in performing his obligations. The Chelsea Groton SavingsBankdeclinedtoprovidefinancingbecausethe
bank did not believe that extending further funds to Silvestri was prudent. Silvestri represented to the Coutos that the reason for the bank’s refusal to finance the project was that the Coutos were reserving their right to decline to buy the property until after the two buildings had been constructed. He misinformed the Coutos that, regardless of the express terms of their contract, they were likely to lose their deposits under the contract if they did not pay for the construction upfront. So threatened, the Coutos acquiesced and agreed to purchase lot 5 from Landel, giving up their contractual right to reject the construction development in its entirety if it was not completed to their satisfaction. The Coutos paid a total of $880,000 to purchase lot 5 from Landel and to have Silvestri and Joseph General complete the construction of their new home and carriage house. The Coutos also obtained a construction loan from the Chelsea Groton Savings Banktohelpfinancetheconstruction.Anewagreement incorporating these modifications was drafted by the Coutos and Joseph General, but was never signed by either party. ‘‘After the Coutos’ payment of the purchase price for lot 5 and the construction of the two contemplated dwellings, work pursuant to the contract began, but not without further setbacks. First, Silvestri informed theCoutosthattheagreeduponarchitectwasnolonger available, and that he would have to substitute a different designer. The first design of the primary dwelling produced by the substitute architect was larger than thedesignpreviouslyagreedto,andSilvestriinstructed him to reduce its size. As construction of the house progressed, however, it became clear that many of the rooms in the house would not be functional because necessary appliances such as toilets and sinks did not fit within the shrinking size of the house. The Coutos alsohad difficultypurchasingfixturesfor thedwellings within the allowances set forth in the contract. ‘‘At this point Silvestri, Joseph General and Landel had been compensated for their work performed to date. Nonetheless, Silvestri demanded another large progress payment, which, as the trial court found, the Coutos reasonably refused to pay until the issue with the allowances for fixtures had been resolved. After their refusal to remit another payment, Silvestri ceased constructionofthedwellingsandobtainedamechanic’s lien on lot 5. In addition, he covered and thereby prevented the Coutos from accessing the sewer line on their property. ‘‘Forced to complete the construction of their home throughanew,substitutecontractor,theCoutosdiscovered numerous other problems with poor workmanship, as well as a large quantity of debris that had been buried under, and caused damage to, the portion of lot 5 designatedfor theconstruction ofthe carriagehouse.
The new contractor also informed the Coutos about the single-dwelling zoning restriction on the property. Atthatpoint,theyappliedforazoningvariancetoallow construction to continue on the carriage house, but their application was denied.’’ (Footnotes omitted.) Joseph General Contracting, Inc. v. Couto, 144 Conn. App. 241, 243–49, 72 A.3d 413 (2013). Additional facts will be set forth as necessary. Silvestri appealed to the Appellate Court, claiming that: ‘‘(1) the evidence presented was insufficient to hold him personally liable for breach of contract and breachofimpliedwarranty,(2)the[trial]courtimproperly found him individually liable for trespass without expressly finding that he personally had buried debris on the Coutos’ property and (3) the evidence did not support a finding that his behavior amounted to a personal violation of CUTPA.’’ Id., 249. The Appellate Court held that ‘‘[a]lthough, at the outset, Silvestri disclosed the identity of his principals, it was reasonable for the [trial] court to find that, thereafter, he did not clearly inform the Coutos that he continued, at all times, to be acting in a representative rather than in an individual capacity. In light of that finding, it was not clear error for the [trial] court to find that Silvestri was a party to the modified contract and hence personally liable for breach of contract.’’ Id., 253–54. Further, the Appellate Court concluded that ‘‘[t]hetrialcourtinthepresentcasereasonablydecided, on the basis of the testimony presented at trial and the reasonable inference drawn therefrom, that Silvestri waspersonally responsibleforthedebris thatdamaged theCoutos’property,notwithstandingthejointandseveral liability of his two businesses.’’ Id., 258. Finally, theAppellateCourtheldthat‘‘[h]ere,thecourtproperly found that Silvestri personally engaged in tortious conduct directed at the Coutos.’’ Id., 259–60. Accordingly, the Appellate Court ‘‘conclude[d] that the [trial] court’s finding that Silvestri was personally liable for his conductunderCUTPAwasnotclearlyerroneous.’’Id.,260. Therefore, the Appellate Court affirmed the judgment of the trial court pertaining to Silvestri in an individual capacity. Id. Silvestri petitioned for certification to appeal from thejudgmentoftheAppellateCourt.Thiscourtgranted the petition for certification to appeal limited to the following issues: (1) ‘‘Did the Appellate Court properly determine that . . . Silvestri had incurred contractual obligations to the [Coutos] in his individual capacity?’’; and (2) ‘‘Did the Appellate Court properly determine that . . . Silvestri could be held individually liable for alleged violations of [CUTPA] . . . ?’’ Joseph General Contracting, Inc. v. Couto, 310 Conn. 924, 77 A.3d 139 (2013). We answer the first question in the negative, and the second question in the affirmative. On appeal to this court, Silvestri asserts that the
Appellate Court improperly affirmed the judgment of the trial court finding that he had incurred contractual obligations to the Coutos in his individual capacity. The Coutos counter that the Appellate Court properly concluded that the factual findings of the trial court support its conclusion that Silvestri was a party to the contract and that the judgment of the Appellate Court is consistent with contract law. Further, the Coutos assert that Silvestri failed to prove agency. We agree with Silvestri that the Appellate Court improperly affirmed the judgment of the trial court holding him personally liable on the contract and implied warranty claims. We agree with the Coutos that the Appellate Court properly concluded that Silvestri could be held individually liable for the alleged violations of CUTPA. We therefore affirm in part and reverse in part the judgment of the Appellate Court. I CONTRACT AND IMPLIED WARRANTY The first issue requires us to determine whether the Appellate Court properly affirmed the judgment of the trial court finding that Silvestri was a party to the contract and, therefore, was liable for breach of contract and breach of an implied warranty. As a threshold matter we set forth the standard of review and legal principles applicable to this claim. ‘‘Whether a contract exists is a question of fact for the court to determine.’’ Randolph Construction Co. v. Kings East Corp., 165 Conn. 269, 277, 334 A.2d 464 (1973). ‘‘The standard of review for the interpretation of a contract is well established. Although ordinarily thequestionofcontractinterpretation,beingaquestion of the parties’ intent, is a question of fact . . . [when] there is definitive contract language, the determination of what the parties intended by their . . . commitments is a question of law [over which our review is plenary]. . . . If the language of [a] contract is susceptible to more than one reasonable interpretation, [however] the contract is ambiguous. . . . Ordinarily, such ambiguity requires the use of extrinsic evidence by a trial court to determine the intent of the parties, and, because such a determination is factual, it is subject to reversal on appeal only if it is clearly erroneous.’’ (Citations omitted; internal quotation marks omitted.) Bristol v. Ocean State Job Lot Stores of Connecticut, Inc., 284 Conn. 1, 7, 931 A.2d 837 (2007). ‘‘In order to prove that a contract has been modified, the party asserting the modification must show mutual assent to its meaning and conditions. . . . Whether the parties intended to modify their contract is a question of fact.’’ (Citations omitted; internal quotation marks omitted.) Three S. Development Co. v. Santore, 193 Conn. 174, 177–78, 474 A.2d 795 (1984). In the present case, there is no dispute that on July
10, 2006, the Coutos and Joseph General entered into a contract, which was entitled ‘‘Preliminary draft outline for a new home package.’’ That contract was for the sale of land and construction of a home known as 145WhitehallAvenueinStonington.AddendumIofthe contract provided for the construction of an ‘‘oversized [two car] garage carriage house’’ that was twenty-six feet by twenty-eight feet in size and was to be built to the ‘‘[s]ame exterior specs as [the] home.’’ The Coutos signed the contract and Silvestri signed as president of Joseph General. The contract also provided that: ‘‘This [c]ontract shall apply to and bind the heirs, executors, successors and assigns of the parties hereto, and may be modified only by written agreement signed or initialed by both of the parties.’’ On July 10, 2006, the Coutos paid Joseph General $5000 as a down payment. A subsequent document entitled ‘‘Contract for Sale of RealEstate’’wassignedbetweentheCoutosandJoseph General on August 22, 2006. Silvestri signed this document as the President of Joseph General. That contract provided for a total purchase price of $1,980,000 for the property and construction of the two premises and alsocontainedamoredetaileddescriptionofthespecifications. The property was described as 145 Whitehall Avenue. That contract contained the same provision as the initial contract to the effect that all changes and modifications had to be in writing and agreed to by the parties. The parties do not contest the fact that all paymentsregardingthepropertyandconstructionwere made either to Landel or Joseph General.3 There is no question that the construction of the Coutos’ home was governed by the construction contract, which was executed by the Coutos and Joseph General and was not signed by Silvestri, individually. The parties do not dispute, and the Appellate Court did not conclude, that the terms of the construction contract were grounds for holding Silvestri liable for breach of contract and implied warranty. Similarly, the trial court refused to use the doctrine of piercing the corporate veil to hold Silvestri liable for breach of contract. Instead, the trial court found that Silvestriandhisbusinessentitieswereengagedin‘‘joint action’’ such that it was appropriate to hold all of them jointly and severally liable for their collective actions. The trial court and the Appellate Court did not cite any authority for this ‘‘joint action’’ theory of liability. We disagree with the notion that proving ‘‘joint action’’ between an entity and one of its owners and officers is the basis for finding liability. Indeed, such a theory ignores the reality that this court has recognized that ‘‘the fact that [an owner of a corporation] acted on behalf of [the corporation] is no more than a reflection of the reality that all corporations act through individuals.Itisaxiomaticthatwhilesuchanentityhasadistinct legal life, it can act only through individuals.’’ (Internal quotation marks omitted.) Naples v. Keystone Build
ing & Development Corp., 295 Conn. 214, 237, 990 A.2d 326 (2010). The trial court found as follows: ‘‘[T]here was a contract between the parties, although heaven knows, it will never be in the finals for contract of the year or month or day. And it wasn’t as bad, as far as it went, given the time that people had to draw it up, but then the parties proceeded to work with an ongoing series of oral [agreements] that supplemented, amplified, and to some extent contradicted that contract.’’ The AppellateCourtconcludedthatthattherecordsupportedthe trial court’s finding that through his conduct, Silvestri personally had become a party to the contract. Joseph General Contracting, Inc. v. Couto, supra, 144 Conn. App. 252–53. We disagree. We recognize that ‘‘[a] written contract can be modified by a subsequent parol agreement if that is the intention of the parties.’’ Grote v. A. C. Hine Co., 148 Conn.283,286,170A.2d138(1961).‘‘[Itdoesnot]make any difference that the original written contract provided that it should not subsequently be varied except by writing. This stipulation itself may be rescinded by parol and any oral variation of the writing which may be agreed upon . . . .’’ 15 S. Williston, Contracts (3d Ed. 1972) § 1828, p. 496. Nevertheless, it is important to remember that Silvestri was not a party to the initial contract regarding the construction of the house and, therefore, could not modify it. A modification to an existing contract can only be brought about by agreementof theparties tothe contracttobe modified. See, e.g., Assn. Resources, Inc. v. Wall, 298 Conn. 145, 189–90,2A.3d873(2010) (‘‘[p]artiesmayalteranyterm of an existing contract . . . [t]he contract as modified becomes a new contract between the parties’’ [internal quotationmarks omitted]);seealso Hess v. Dumouchel Paper Co., 154 Conn. 343, 348, 225 A.2d 797 (1966) (‘‘[s]eparate dealings among the parties cannot affect another transaction so as to constitute a substituted contract between them unless it was their intention that such an agreement be consummated’’). Further, ‘‘[p]artiestoacontractcannottherebyimposeanyliability on one who, under its terms, is a stranger to the contract, and, in any event, in order to bind a third person contractually, an expression of assent by such person is necessary.’’ (Internal quotation marks omitted.) FCM Group, Inc. v. Miller, 300 Conn. 774, 797, 17 A.3d 40 (2011). Where a substitute contract is entered into, and that contract ‘‘includes as a party one who was neither the obligor nor the obligee of the original duty,’’ the resultingcontractisanovation.See2Restatement(Second), Contracts § 280 (1981). ‘‘A novation is subject to the same requirements as any other contract, including thatofconsideration.’’Id.,comment(c),p.378.Inorder to ‘‘form a valid and binding contract in Connecticut,
there must be a mutual understanding of the terms that are definite and certain between the parties.’’ L & R Realty v. Connecticut National Bank, 53 Conn. App. 524, 534, 732 A.2d 181, cert. denied, 250 Conn. 901, 734 A.2d 984 (1999). ‘‘In order for an enforceable contract to exist, the court must find that the parties’ minds had truly met. . . . If there has been a misunderstanding between the parties, or a misapprehension by one or both so that their minds have never met, no contract has been entered into by them and the court will not makeforthemacontractwhichtheythemselvesdidnot make.’’ (Internal quotation marks omitted.) Electrical Wholesalers, Inc. v. M.J.B. Corp., 99 Conn. App. 294, 302, 912 A.2d 1117 (2007). We have recognized that ‘‘[a]n authorized agent for a disclosed principal, in the absence of circumstances showing that personal responsibility was incurred, is not personally liable to the other contracting party.’’ (Internal quotation marks omitted.)Whitlock’s,Inc.v.Manley,123Conn.434,437, 196 A. 149 (1937). Inthepresentcase,boththetrialcourtandtheAppellate Court looked to other agreements entered into between the Coutos and Silvestri, individually and on behalf of his business entities, as evidence that the distinction between corporate and personal liability was blurred for purposes of the original construction contract.Wedisagree.Theclaritywithwhichtheparties undertook different contractual engagements has no bearing on, and does not alter or amend, the explicit terms of the construction agreement. The existence of these other contracts merely displayed that the parties knew how to insert Silvestri’s name when they chose to do so and intended him to be personally liable on therespectivecontracts.Thefactthathisnamewasnot on the original construction contract in an individual capacityisindicativeofthefactthatnopersonalliability wasintended.Wenotealsothattheothertwocontracts relied upon by both the trial court and the Appellate Court were both signed on September 20, 2006.4 One of those contracts specifically indicates that: ‘‘[Whereas], the [b]uyers are negotiating a [c]onstruction [c]ontract with Joseph General . . . .’’ (Emphasis added.) The recognition that the construction project was with Joseph General contradicts the trial court’s holding that the parties had engaged in such ‘‘ ‘joint action’ ’’ that ‘‘it became unclear to [the Coutos] with whomtheyweretransactingbusiness.’’ Joseph General Contracting, Inc. v. Couto, supra, 144 Conn. App. 252. To the contrary, the fact that, on the same day that the Coutos entered into some contracts with Silvestri as an individual they still acknowledged an intent to enter into a construction contract with Joseph General, and not Silvestri, is evidence that they understood that Silvestri was not a party to the construction contract. The Coutos argue that whether a contract existed between them and Silvestri is a question of fact and
that the trial court ruled in their favor. They contend that Silvestri’s argument focuses only on the 2006 construction contract and ignores the trial court’s findings as to Silvestri’s personal promises. The Coutos further cite to general agency law for the proposition that, to avoid personal liability, an agent must disclose both the fact that he is acting in a representative capacity and the identity of his principal, since the party with whom he deals is not required to discover or to make inquiries to discover these facts. See 2A C.J.S. 624, Agency § 359 (2003). We are not persuaded. While we will giveevery deferenceto thetrial court whenit finds facts, we exercise plenary review in determining the correct application of the law to the facts as found. Therefore,weconclude,intheexerciseofourplenary review, that the facts as found by the trial court are not sufficient, as a matter of law, to impose individual liabilityonSilvestribasedonatheorythattheconstructionagreementhadbeenmodified.Itisundisputedthat Silvestri signed the construction agreement on behalf of Joseph General in his capacity as president. None of the additional contracts signed by Silvestri related to the actual physical construction of the structures on the property. Even the agreement regarding the construction loan indicated that the Coutos were negotiating with Joseph General for the construction of the house. In order to change this relationship there had to be facts evidencing a clear intention on the part of thepartiestomodifytheoriginalconstructioncontract. The cited actions of Silvestri were not sufficient to establish this fact since they do not display an agreement of the parties to change the initial contract between the parties. Because Silvestri was not a party to the original constructioncontract,therewouldhavehadtobeameeting of the minds, with consideration, to alter the parties to that contract.5 A review of the record compels us to reach the opposite conclusion. As stated previously in thisopinion:‘‘Anovationissubjecttothesamerequirementsas anyothercontract, includingthat ofconsideration.’’ 2 Restatement (Second), supra, § 280, comment (c), p. 378. There is no evidence in the record that there was any additional consideration to the original contract between the Coutos and Joseph General.6 Finally, it has been held that an agent will not be personally bound unless there is clear and explicit evidenceoftheagent’sintention tosubstitutehispersonal liability for, or to, that of his principal. Leutwyler v. Royal Hashemite Court of Jordan, 184 F. Supp. 2d 303, 309 (S.D.N.Y. 2001). The two contracts signed in July and August unquestionably demonstrated that Silvestri wasacting onbehalfof JosephGeneral.He signedboth of the contracts as its president. In order to impose personal liability upon Silvestri there would have had tohavebeenanexplicitagreementbetweentheCoutos
and Silvestri or explicit conduct demonstrating a new agreement. In the absence of such evidence ‘‘[a] third party’sknowledgeofanagent’scapacity,obtainedfrom prior transactions, is deemed to continue for subsequent transactions of the same character and between thesameparties.’’2Restatement(Third),Agency§ 6.01, comment (d) (1), p. 12 (2006). There is simply no evidence that Silvestri was acting as anything other than an agent for Joseph General and, therefore, there is no legal basis to impose individual liability upon him. For the foregoing reasons, we conclude that the Appellate Court improperly heldthat Silvestri was individuallyliableonthebreachofcontractclaimregarding the construction contract. Accordingly, we reverse the judgment of the Appellate Court as to the individual liability of Silvestri regarding both the breach of contract and the implied warranty claims.7 II CUTPA SilvestriclaimsnextthattheAppellateCourtimproperly affirmed the judgment of the trial court against him on the CUTPA claim. Specifically, Silvestri asserts that,asacorporateofficer,heisnotliableunderCUTPA for the acts of his entities and that, in any event, the record does not support any liability under CUTPA. We disagree. In their pleadings, the Coutos incorporated various factual allegations from other counts and claimed that the actions described in those allegations constituted unfair or deceptive acts or practices in the conduct of trade or commerce. The trial court agreed, finding that ‘‘many of the actions taken by . . . Silvestri and his companies were indeed unscrupulous, oppressive, unfair and deceptive, among them blaming the Coutos for his inability to obtain the financing necessary to fulfillhiscontractualobligations,pressuringtheCoutos intoachangedarrangementforthehouseconstruction, the blatant attempt to force money that was not owed by welding the access cover to the unconnected sewer closed and dumping debris on the Coutos’ property.’’ Accordingly, the trial court concluded that ‘‘the Coutos had proved their CUTPA claim’’ against Silvestri, Landel, and Joseph General.8 Subsequently, the court awarded $125,000 in CUTPA damages in the form of counsel fees against Silvestri, Landel, and Joseph General. Wehavepreviouslyheldthat‘‘anofficerofacorporationdoesnotincurpersonalliabilityforitstortsmerely because of his official position. Where, however, an agent or officer commits or participates in the commission of a tort, whether or not he acts on behalf of his principal or corporation, he is liable to third persons injured thereby.’’ Scribner v. O’Brien, Inc., 169 Conn. 389, 404, 363 A.2d 160 (1975); see also Ventres v.
Goodspeed Airport, LLC, 275 Conn. 105, 141–42, 881 A.2d 937 (2005) (officer was personally liable in tort for trespass in ordering trees on neighboring property cut down), cert. denied, 547 U.S. 1111, 126 S. Ct. 1913, 164 L. Ed. 2d 664 (2006). In Sturm v. Harb Development, LLC, 298 Conn. 124, 139 n.17, 2 A.3d 859 (2010), we indicated that it was an openquestionwhetherthesameruleappliedtoCUTPA claims.AlthoughthepartiesinSturmhadassumedthat therecouldbeindividualliabilityforacorporateentity’s violationofCUTPA,ourdispositionofthecaseonother grounds precluded us from having to decide the issue, thereby leaving its resolution ‘‘for another day.’’9 Id. That day has now arrived. At the outset, we set forth the standard of review. The resolution of this issue requires us to interpret CUTPA.‘‘Wellsettledprinciplesofstatutoryinterpretation govern our review. . . . Because statutory interpretation is a question of law, our review is de novo. . . . When construing a statute, [o]ur fundamental objective is to ascertain and give effect to the apparent intent of the legislature. . . . In other words, we seek to determine,in a reasonedmanner, the meaningof the statutory language as applied to the facts of [the] case, includingthequestionof whetherthelanguageactually does apply. . . . In seeking to determine that meaning, General Statutes § 1-2z directs us first to consider the text of the statute itself and its relationship to other statutes. If, after examining such text and considering such relationship, the meaning of such text is plain and unambiguous and does not yield absurd or unworkable results, extratextual evidence of the meaning of the statute shall not be considered. . . . The test to determine ambiguity is whether the statute, when read in context, is susceptible to more than one reasonable interpretation. . . . When a statute is not plain and unambiguous, we also look for interpretive guidance tothelegislativehistoryandcircumstancessurrounding itsenactment,tothelegislativepolicyitwasdesignedto implement,andtoitsrelationshiptoexistinglegislation andcommonlawprinciplesgoverningthesamegeneral subject matter . . . .’’ (Internal quotation marks omitted.) McCoy v. Commissioner of Public Safety, 300 Conn. 144, 150–51, 12 A.3d 948 (2011). We begin with the relevant statutory text. General Statutes § 42-110b provides in relevant part: ‘‘(a) No person shall engage in unfair methods of competition and unfairor deceptive actsor practices inthe conduct of any trade or commerce. ‘‘(b)Itistheintentofthelegislaturethatinconstruing subsection (a) of this section, the commissioner and thecourtsofthisstateshallbeguidedbyinterpretations givenbytheFederalTrade Commissionandthefederal courtstoSection5(a)(1)oftheFederalTradeCommission Act . . . as from time to time amended. . . .
‘‘(d) It is the intention of the legislature that this chapter be remedial and be so construed.’’ General Statutes § 42-110g (a) provides in relevant part: ‘‘Any 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 section 42-110b, may bring an action in the judicial district in which the plaintiff or defendant residesorhashisprincipalplaceofbusinessorisdoing business, to recover actual damages. . . .’’ General Statutes§ 42-110a(3)definestheword‘‘ ‘[p]erson’ ’’asa ‘‘natural person, corporation, limited liability company, trust, partnership, incorporated or unincorporated association, and any other legal entity . . . .’’ Theplainlanguageof§ 42-110b.clearlyindicatesthat an individual can be liable for a CUTPA violation. Section 42-110b (a) begins with the phrase ‘‘[n]o person shall engage in unfair methods of competition . . . .’’ Further, part of the definition of person includes the term ‘‘natural person . . . .’’ General Statutes § 42-110a (3). Thus, the plain language of CUTPA provides for the imposition of liability on a natural person. The next question we consider is whether liability under CUTPA may be extended to an individual who engages in unfair or unscrupulous conduct on behalf of a business entity. Section 42-110b directs us to look to the federal courts’ interpretation of CUTPA’s federal statutory counterpart, the Federal Trade Commission Act (federal act), 15 U.S.C. § 41 et seq. (2006), when determining the scope and meaning of CUTPA.10 Our review of federal case law discloses that, the practice of holding individuals responsible for wrongful acts taken on behalf of business entities, is widespread and wellacceptedinfederalcourts,asevidencedbyjudicial decisions from several federal circuits. See POM Wonderful,LLCv.FederalTradeCommission,777F.3d478, 498–99 (D.C. Cir. 2015); Federal Trade Commission v. E.M.A. Nationwide, Inc., 767 F.3d 611, 636 (6th Cir. 2014); Federal Trade Commission v. IAB Marketing Associates,L.P.,746F.3d1228,1230–31(11thCir.2014); Federal Trade Commission v. Ross, 743 F.3d 886, 892 (4th Cir.), cert. denied, U.S. , 135 S. Ct. 92, 190 L. Ed. 2d 38 (2014); Federal Trade Commission v. Direct Marketing Concepts, Inc., 624 F.3d 1, 12–13 (1st Cir. 2010); Federal Trade Commission v. Stefanchik, 559 F.3d 924, 931 (9th Cir. 2009); Federal Trade Commission v. Freecom Communications, Inc., 401 F.3d 1192, 1202–1203(10thCir.2005); FederalTrade Commission v. Amy Travel Service, Inc., 875 F.2d 564, 573 (7th Cir. 1989); see also Federal Trade Commission v. Instant Response Systems, LLC, United States District Court, Docket No. 13 Civ. 00976 (ILG), 2015 WL 1650914, *9 (E.D.N.Y. April 14, 2015); Federal Trade Commission v. Millennium Telecard, Inc., United States District Court, Docket No. 11-2479 (JLL), 2011 WL 2745963, *9
(D.N.J. 2011); Berglund v. Cynosure, Inc., 502 F. Supp. 2d949,956(D.Minn.2007);FederalTradeCommission v. National Business Consultants, Inc., 781 F. Supp. 1136, 1152 (E.D. La. 1994). Thetestusedbythefederalcourtsisuniformlystated, but it is flexible and highly fact specific in application. In order to hold an individual liable, a plaintiff, after showing that an entity violated the federal act, must prove that the individual either participated directly in theentity’sdeceptiveorunfairactsorpractices,orthat heorshehadtheauthoritytocontrolthem.SeeFederal Trade Commission v. Amy Travel Service, Inc., supra, 875 F.2d 573. The plaintiff then must establish that the individualhadknowledgeofthewrongdoingatissue.Id. An individual’s status as controlling shareholder or officer in aclosely held corporation createsa presumption of the ability to control; Federal Trade Commission v. E.M.A. Nationwide, Inc., supra, 767 F.3d 636; but is not necessarily dispositive in all cases. See, e.g., FederalTradeCommissionv.PublishersBusinessServices, Inc., 540 Fed. Appx. 555, 558 (9th Cir. 2013) (corporatetitlealoneinsufficienttoestablishindividual liability), cert. denied, U.S. , 134 S. Ct. 2724, 189 L. Ed. 2d 763 (2014). On the other hand, an employee whoisnotanownerorofficermay,undersomecircumstances, possess the requisite authority. See, e.g., FederalTradeCommissionv.BayAreaBusinessCouncil, Inc.,423F.3d627,638(7thCir.2005)(salariedemployee who handled corporate finances, transferred funds to pay entities’ expenses and possessed signing authority oncorporateaccounts‘‘hadampleauthoritytocontrol’’ corporate defendants); Federal Trade Commission v. Kitco of Nevada, Inc.,612F.Supp.1282,1293(D.Minn. 1985) (office manager individually liable under federal act where own admissions and other evidence showed he possessed and exercised authority to control company and knowingly engaged in its fraudulent practices). Authority to control may be established by evidence of an individual’s conduct, such as his or her ‘‘active involvement in business affairs and [participationin]themakingofcompanypolicy.’’(Internalquotationmarksomitted.)FederalTradeCommissionv.IAB Marketing Associates, L.P., supra, 746 F.3d 1233. Evidence that other employees of an entity deferred to the individual also is relevant. See Federal Trade Commission v. Freecom Communications, Inc., supra, 401 F.3d 1205. The knowledge requirement may be established with evidenceshowingthattheindividual‘‘hadactualknowledgeof[theentity’s]materialmisrepresentations,reckless indifference to the truth or falsity of such misrepresentations,oranawarenessofahighprobability of fraud along with an intentional avoidance of the truth.’’ (Internal quotation marks omitted.) Federal TradeCommissionv.BayAreaBusinessCouncil,Inc.,
supra,423F.3d636.‘‘Anindividual’sdegreeofparticipation in business affairs is probative of knowledge. . . . [T]he[plaintiff]isnotrequiredtoshowthatadefendant intended to defraud consumers in order to hold that individual personally liable.’’ (Citation omitted; emphasis in original; internal quotation marks omitted.) Federal Trade Commission v. Medical Billers Network, Inc., 543 F. Supp. 2d 283, 320 (S.D.N.Y. 2008). A good faith belief in the truth of a misrepresentation may, however, preclude individual liability under the federal act.11 The requirements of this test will necessarily preclude certain types of liability under CUTPA, namely, liability for merely negligent acts of an individual or the negligent acts of another, subordinate person in service to an entity. In order for any individual liability to attach under CUTPA, someone must knowingly or recklessly engage in unfair or unscrupulous acts, as contemplated by the statute, in the conduct of a trade or business.12 In the present case, there is no question that Silvestri controlled the corporations involved and was actively engaged in the business relationship with the Coutos. Silvestri was the president and sole shareholder of Joseph General, and the managing member and sole owner of Landel. The trial court found that Silvestri was rejected for certain financing because he already owed the bank too much, but he told the Coutos, untruthfully, that financing was unavailable because they had reserved money through their loan commitment to purchase the property when construction was completed. The trial court also found that Silvestri led the Coutos to believe, inaccurately, that they would forfeitasubstantialdeposit,therebypressuringthemto agreetoanunfavorablerestructuringofthetransaction. The court further found that the Coutos were ‘‘clearly entitled’’ to access the sewer line, but that Silvestri ‘‘wilfully prevented’’ them from accessing it after the Coutos refused to make a payment that they did not in fact owe. Finally, the court attributed the dumping of constructiondebrisontheCoutos’propertytoSilvestri. Applying the federal test, based on these findings, Silvestrieitherdirectlyparticipatedinthewrongfulconduct or, by virtue of his ownership, position and dayto-day involvement in Joseph General and Landel, had the ability to control it. Moreover, given the character of the actions at issue, Silvestri necessarily knew or should have known of their wrongfulness. We are convinced, therefore, that the trial court properly found Silvestri personally liable under CUTPA. Although federal decisions are not strictly controlling on this court, wefindthereasoningofthosedecisionspersuasiveand use them as guidance as directed by the plain language of the statute. Our conclusion that individual liability may attach
under the circumstances of this case also supports the remedial nature of the statute and the ultimate protection of the consumer. See General Statutes § 42-110b (d) (legislature’s intent is that CUTPA be construed as remedial).

Outcome: We conclude, therefore, that the Appellate Court properly affirmed the judgment of the trial court as to Silvestri’s individual liability under CUTPA. The judgment of theAppellate Court is reversed only as to the claims of breach of contract and implied warranty against Silvestri in his individual capacity, and the case is remanded to that court with direction to reverse the judgment of the trial court on those claims and to remand the case to the trial court with direction to render judgment in favor of Silvestri. The judgment of the Appellate Court is affirmed in all other respects.

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