Opinion
No. X04-CV-03-0103924S
August 4, 2004
MEMORANDUM OF DECISION RE MOTIONS TO DISMISS
In this action for damages sustained as a result of a corporate merger, defendants' motions to dismiss assert that there are insufficient contacts for the exercise of jurisdiction over them pursuant to General Statutes § 33-929(f) and § 52-59(b) respectively. For the reasons set forth in detail below, the court concludes that even as to the corporation with the most contacts, American Capital, its three contacts of (1) a phone call placed by the plaintiff from Connecticut to its Maryland corporate offices to participate in a special meeting concerning the merger; and (2) an Internet website together with; (3) an investment by the corporation in Connecticut in a completely unrelated matter with an unrelated party four years prior to the events which gave rise to this lawsuit are inadequate contacts for jurisdictional purposes. As to the individual defendants, the only contact is the phone call initiated by the plaintiff in Connecticut to telephonically participate in the Maryland special meeting. This one contact also cannot furnish a basis for jurisdiction. For the reasons below stated, defendants' motions to dismiss this action are granted.
FACTS AND PROCEDURAL HISTORY
The plaintiffs, Terrence Swain ("Swain") and David Smith ("Smith"), commenced this action against the defendants, American Capital Strategies, Ltd. ('American Capital"), Sunvest Industries, LLC ("Sunvest, LLC"), Sunvest Industries, Inc. ("Sunvest, Inc."), Alan Buffey ("Buffey"), Michael Ranson ("Ranson") and Jeri Harman ("Harman"), for damages allegedly sustained as the result of a Board of Directors' vote to approve the merger of Sunvest, LLC into Sunvest, Inc. on May 13, 2003.
The complaint alleges that the plaintiffs, minority shareholders of Sunvest, LLC, participated telephonically at a special meeting of the Board of Directors of Sunvest, LLC ("Board") held on May 13, 2003. The CT Page 11927-fq defendants Buffey, Ranson and Harman, the remaining members of the Board, also participated at the subject meeting. A resolution was introduced at that time to merge Sunvest, LLC into Sunvest, Inc. The resolution was adopted by a three to two vote, with the plaintiffs Swain and Smith dissenting.
The plaintiffs' twelve-count complaint alleges, inter alia, failure to provide adequate notice of the meeting, impairment of contractual rights, wrongful appropriation of a corporate opportunity, breach of fiduciary duties and conspiracy. Additionally, there is a shareholder derivative claim and a request for a determination of the value of the shares of the shareholders dissenting to the merger.
By motion dated December 31, 2003, the defendants American Capital, Sunvest, LLC and Sunvest, Inc. move to dismiss all of the counts directed against them, claiming the court lacks personal jurisdiction over them. By separate motion dated December 31, 2003, the defendants Ranson and Harman move to dismiss the counts directed against them on the same grounds. The defendants claim that Connecticut's long-arm statutes, for foreign corporations and nonresident individuals, do not authorize the assertion of jurisdiction over them and that the exercise of such jurisdiction would violate constitutional principles of due process.
The defendant Buffey is a resident of Connecticut and does not join in this motion.
A hearing on the motions to dismiss was held on April 16, 2004.
DISCUSSION
"Jurisdiction of the subject matter is the power [of the court] to hear and determine cases of the general class to which the proceedings in question belong . . ." (Internal quotation marks omitted.) Doe v. Roe, 246 Conn. 652, 661, 717 A.2d 706 (1998). "A motion to dismiss . . . properly attacks the jurisdiction of the court, essentially asserting that the plaintiff cannot as a matter of law and fact state a cause of action that should be heard by the court." (Emphasis in original; internal quotation marks omitted.) Gurliacci v. Mayer, 218 Conn. 531, 544, 590 A.2d 914 (1991). "In ruling upon whether a complaint survives a motion to dismiss a court must take the facts to be those alleged in the complaint, including those facts necessarily implied from the allegations, construing them in a manner most favorable to the pleader." Pamela B. v. Ment, 244 Conn. 296, 308, 709 A.2d 1089 (1998). "The motion to dismiss . . . admits all facts which are well pleaded, invokes the existing record and must be decided upon that alone . . . Where, however . . . the motion is accompanied by supporting affidavits containing undisputed facts, the court may look to their content for determination of the jurisdictional issue and need not conclusively presume the CT Page 11927-fr validity of the allegations of the complaint." (Citations omitted; internal quotation marks omitted.) Barde v. Board of Trustees, 207 Conn. 59, 62, 539 A.2d 1000 (1988).
A challenge to this court's jurisdiction over the foreign corporate defendants and the nonresident individual defendants is properly raised by way of a motion to dismiss. Standard Tallow Corp. v. Jowdy, 190 Conn. 48, 53-54, 459 A.2d 503 (1983). "If the defendant challenges the court's jurisdiction, it is then incumbent on the plaintiff to prove the facts establishing the requisite minimum contacts." Id., 53. The court will consider "the undisputed factual allegations in the various affidavits when adjudicating [a motion to dismiss] where no evidentiary hearing has been held." Barde, supra, 61-62. Because an evidentiary hearing was not requested in this case, this court will accept all undisputed factual allegations for the purpose of determining whether the plaintiffs have sustained their burden of proving that the court has personal jurisdiction over the defendants. Knipple v. Viking Communications, Ltd., 236 Conn. 602, 608-09, 674 A.2d 426 (1996).
A challenge to personal jurisdiction involves a two-part inquiry. "The first inquiry is whether the applicable state long arm statute authorizes the assertion of jurisdiction over the [defendant]; and, if the statutory requirements are met, whether the exercise of in personam jurisdiction would violate constitutional principles of due process." (Citations omitted; internal quotation marks omitted.) Gaudio v. Gaudio, 23 Conn.App. 287, 298, 580 A.2d 1212 (1990).
1. Corporate Defendants
The plaintiffs claim that this court has jurisdiction over the defendants American Capital, Sunvest, LLC and Sunvest, Inc. under Section 33-929(f) of the Connecticut General Statutes. Specifically, the plaintiffs claim jurisdiction under subsections (2) and (4) of Section 33-929(f):
Sec. 33-929. Service of process on foreign corporation.
(f) Every foreign corporation shall be subject to suit in this state, by a resident of this state or by a person having a usual place of business in this state, whether or not such foreign corporation is transacting or has transacted business in this state and whether or not it is engaged exclusively in interstate or foreign commerce, on any cause of CT Page 11927-fs action arising as follows . . . (2) out of any business solicited in this state by mail or otherwise if the corporation has repeatedly so solicited business, whether the orders or offers relating thereto were accepted within or without the state; . . . or (4) out of tortious conduct in this state, whether arising out of repeated activity or single acts, and whether arising out of misfeasance or nonfeasance.
The following facts, relevant to a determination of whether or not the court has personal jurisdiction over these defendants, are either undisputed or uncontradicted. American Capital is a corporation organized and existing under the laws of the state of Delaware with a principal place of business in Maryland It is the controlling parent corporation for Sunvest, LLC and Sunvest, Inc.
Sunvest, LLC is a limited liability corporation incorporated pursuant to the laws of the state of Delaware. The complaint alleges it has principal places of business in Maryland and Massachusetts. The defendants' affidavit submitted in support of their motion to dismiss avers that Sunvest, LLC's principal place of business is in California. In any event, no party claims Sunvest, LLC has a place of business in Connecticut.
Sunvest, Inc. is a corporation organized and existing under the laws of the state of Delaware. The complaint alleges it has a principal place of business in Maryland The defendants' affidavit submitted in support of their motion to dismiss avers that Sunvest, Inc.'s principal place of business is in California. In any event, no party claims Sunvest, Inc. has a place of business in Connecticut.
On May 13, 2003, the Board conducted a special meeting telephonically with each participant dialing into the headquarters of American Capital, located in the state of Maryland The Board consisted of five members, the plaintiffs Swain and Smith and the individual defendants Buffey, Ranson and Harman. The plaintiff Swain placed his call from the state of Connecticut in order to participate in the meeting.
As alleged in the complaint: "A Special Meeting of the Board of Directors of the Defendant, Sunvest, LLC was held on May 13, 2003 telephonically and was attended by the Plaintiffs and all other named Defendant/Directors as follows: Alan D. Buffey, Operating Chairman and Chairman of the Board of Sunvest Industries, LLC, Jeri J. Harman, Principal and Managing Director of American Capital Strategies, Ltd., and Michael Ranson, Vice President of American Capital Strategies, Ltd."
Although there is no evidentiary proof that the plaintiff called from Connecticut, the defendants do not contest this allegation for purposes of these motions.
At the subject meeting a resolution was introduced merging Sunvest, LLC into Sunvest, Inc. The resolution was adopted by the Board by a three-to-two vote, with the two plaintiff directors dissenting. From this meeting and the merger flow the various claims in plaintiffs' operative complaint, the amended complaint dated January 5, 2004. CT Page 11927-ft
A. American Capital
Plaintiffs claim American Capital is subject to personal jurisdiction under Section 33-929(f)(2) and Section 33-929(f)(4) of the General Statutes. As previously noted, subsection (2) of Connecticut's long-arm statute confers jurisdiction over a foreign corporation "on any cause of action arising . . . (2) out of any business solicited in this state by mail or otherwise if the corporation has repeatedly so solicited business whether the orders or offers relating thereto were accepted within or without the state."
Our Supreme Court interpreted this particular provision, Section 33-929(f)(2), which was previously Section 33-411(c)(2), in the case of Thomason v. Chemical Bank, 234 Conn. 281, 296, 661 A.2d 595 (1995).
The words "arising out of" therefore must be interpreted in a manner that reconciles the legislative decision to impose some limits on constitutionally permitted jurisdiction with its decision not to require a causal connection between the defendant's solicitation here and the plaintiffs lawsuit. Our interpretation is as follows. For purposes of Sec. 33-411(c)(2), a plaintiff's "cause of action aris[es] . . . out of . . . business solicited in this state" if at the time the defendant engaged in solicitation in Connecticut, it was reasonably foreseeable that, as a result of that solicitation, the defendant could be sued in Connecticut by a solicited person on a cause of action similar to that now being brought by the plaintiffs.
American Capital is not incorporated in Connecticut. It does not have a principal place of business in Connecticut, operate any offices in Connecticut or have any employees working in Connecticut. The "contacts" with Connecticut alleged to confer jurisdiction on this court are as follows: (1) the plaintiff Swain's telephone call from Connecticut to American Capital's headquarters in Maryland; (2) a $10 million investment made by American Capital in 1999 in a Newington, Connecticut construction supply company; and (3) an internet website.
First and foremost, plaintiffs' cause of action does not arise out of any business solicited in Connecticut. Even if the 1999 transaction and the website constitute solicitation, the Board's vote to adopt a resolution merging Sunvest, LLC into Sunvest, Inc. has absolutely no connection with these alleged acts of solicitation. According to the CT Page 11927-fu complaint, the merger has caused the plaintiffs to suffer damages in their capacities as minority shareholders in Sunvest, LLC. There is no nexus, direct or indirect, between the alleged solicitation and the vote in May of 2003. It is not "reasonably foreseeable that, as a result of that solicitation, the defendant could be sued in Connecticut by a solicited person on a cause of action similar to that now being brought by the plaintiffs." Thomason, supra, 296. For this reason alone, Section 33-929(f)(2) is not applicable to this situation, even if the 1999 transaction and the internet website could be considered repeated solicitation in Connecticut.
In addition to the one investment in 1999, the plaintiffs claim that American Capital's internet website constitutes repeated solicitation in Connecticut. It should be noted that there was no evidence or allegations that contracts could be made via this website, that business was solicited from Connecticut residents, that its advertising is directed to Connecticut specifically or that it offers any special service, product pricing or other advantage to Connecticut residents, or that any Connecticut resident actually accessed the defendant's website. Under this set of facts, current case law indicates such a website would be insufficient to establish personal jurisdiction. On-Line Technologies v. Perkin Elmer Corp., 141 F.Sup.2d 246 (D.Conn. 2001); E-Data Corporation v. Micropatent Corp., 989 F.Sup. 173 (D.Conn. 1997); FF Screw Products, Inc. v. Clark Screw Machine Products Co., 2002 Ct.Sup. 16008, judicial district of Hartford at Hartford, No. CV-00-0500360, 33 Conn.L.Rptr. 534 (December 10, 2002, Berger, J.); MacMullen v. Villa Roma Country Club, 1998 Ct.Sup. 14592, judicial district of New Haven at New Haven, No. CV-97-0405070, 23 Conn.L.Rptr. 187 (December 3, 1998, Fracasse, J.).
The plaintiffs additionally claim that this court has personal jurisdiction over American Capital under Section 33-929(f)(4) of Connecticut's long-arm statute. That section provides that a foreign corporation is subject to suit in Connecticut on any cause of action arising "(4) out of tortious conduct in this state, whether arising out of repeated activity or single acts, and whether arising out of misfeasance or nonfeasance." The alleged tortious conduct flows from the merger of Sunvest, LLC into Sunvest, Inc. by virtue of the adoption of the resolution approving the merger by the Board at the special meeting held telephonically on May 13, 2003.
Section 33-929(f)(4), formerly Section 33-411(c)(4), requires that the alleged tortious conduct be committed within Connecticut for jurisdiction to exist. On-Line Technologies v. Perkin Elmer Corp., 141 F.Sup.2d 246, 264 (D.Conn. 2001); David v. Weitzman, 677 F.Sup. 95, 97 (D.Conn. 1987); Bross Utilities Service Corp. v. Aboubshait, 489 F.Sup. 1366, 1373 (D.Conn. 1980). It is not enough that the consequences of the defendants' acts impact a plaintiff in Connecticut; the tortious conduct must be directly and expressly targeted at the forum state to support jurisdiction over a foreign corporation. General Star Indemnity Co. v. Anheuser-Busch Companies, Inc., 199 F.3d 1322 (C.A.2 Conn. 1999); On-Line Technologies, supra, 264.
Although the consequences of the merger may have been felt by the plaintiff Swain in Connecticut, where he resides, the tortious conduct as alleged in the complaint has to occur in Connecticut and the only act which conceivably occurred in Connecticut was the conference call approving the merger on May 13, 2003. It is time that Connecticut case law supports the proposition that "false representations entering Connecticut by wire or mail constitute tortious conduct in Connecticut under Section 33-411(c)(4)." Knipple v. Viking Communications, Ltd., 236 Conn. 602, 610, 674 A.2d 426 (1996). However, in Knipple, and in other cases in which out-of-state communications have formed the basis for the tortious conduct in Connecticut, the telephone calls or written correspondence CT Page 11927-fv have been sent to and received by the plaintiff in Connecticut. Cody v. Ward, 954 F.Sup. 43 (D.Conn. 1997); David v. Weitzman, 677 F.Sup. 95 (D.Conn. 1987); Pro Performance Corporate, Inc. v. Goldman, 2002 Ct.Sup. 7986, judicial district of Stamford/Norwalk at Stamford, No. CV-01-0186618, 32 Conn.L.Rptr. 404 (June 20, 2002, D'Andrea, J.T.R.); Margolis v. Gillam, 1995 Ct.Sup. 1633, judicial district of New Haven at New Haven, No. CV-94-0363504 (February 24, 1995, Martin, J.); Center Capital Corporation v. Hall, 1993 Ct.Sup. 5875, judicial district of Hartford/New Britain at New Britain, No. CV-92-0452084, 9 Conn.L.Rptr. 265 (June 9, 1993, Dorsey, J.T.R.); Braunstein v. Hayes Thynne, P.C., 1993 Ct.Sup. 1744, judicial district of Stanford/Norwalk at Stamford, No. CV-91-0118235, 8 Conn.L.Rptr. 369 (February 16, 1993, Nigro, J.).
The plaintiff Swain placed his call from Connecticut to Anerican Capital's headquarters in Maryland on May 13, 2003 in order to participate telephonically in the Board meeting of Sunvest, LLC. The plaintiff's actions in Connecticut cannot form the basis for finding jurisdiction over nonresident defendants under Section 33-929(f). See Bross Utilities Service Corp. v. Aboubshait, 489 F.Sup. 1366, 1371 (D.Conn. 1980). Under these circumstances, American Capital committed no act either in Connecticut or directed towards Connecticut that would support jurisdiction over it, as a foreign corporation, under Section 33-929(f)(4) of Connecticut's long-arm statute.
Because the court concludes that it does not have jurisdiction over American Capital under Section 33-929(f)(2) or Section 33-929(f)(4) of the General Statutes, it is not necessary to determine whether the exercise of personal jurisdiction over American Capital comports with principles of due process. Nevertheless, the court will undertake a due process analysis because the claims against American Capital must be dismissed on this basis as well. In order for due process principles to be satisfied, American Capital must have had enough minimum contacts with Connecticut such that the exercise of jurisdiction over it in this state would not "offend traditional notions of fair play and substantial justice." International Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945). "It is essential in each case that there be some act by which the defendant purposefully avails itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws." Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985).
"Specific jurisdiction" can be exercised by a State over a nonresident defendant when the cause of action arises out of or relates to the defendant's contacts with that State. Helicopteros Nacionales de Columbia CT Page 11927-fw v. Hall, 466 U.S. 408, 414, 104 S.Ct. 1868, 80 L.Ed.2d 404 (1984). "General jurisdiction" can be exercised by a State over a nonresident defendant even if the cause of action does not arise out of or relate to the defendant's contacts with the State if such contacts are "continuous and systematic." Id., 414, 416.
American Capital's maintenance of an internet website and the 1999 investment in a Connecticut corporation are not contacts with Connecticut out of which this lawsuit arises. The vote of the Board adopting the resolution approving the merger of Sunvest, LLC into Sunvest, Inc. has nothing to do with these former alleged contacts with Connecticut. For this reason, "specific jurisdiction" over American Capital cannot be exercised by the state of Connecticut. Further, such alleged contacts do not rise to the level of "continuous and systematic" contacts to warrant the exercise of "general jurisdiction."
For the foregoing reasons, American Capital's motion to dismiss the counts directed against it is granted because the requirements of the Connecticut long-arm statute have not been satisfied and there are insufficient contacts with the state of Connecticut to confer jurisdiction in accordance with the principles of due process.
B. Sunvest, LLC and Sunvest, Inc.
Sunvest, LLC and Sunvest, Inc. were both incorporated in the state of Delaware. Neither entity has a principal place of business or any offices in Connecticut, are registered to do business in Connecticut or have any salespeople or employees working in Connecticut.
The plaintiffs claim these defendants are subject to personal jurisdiction under the same sections of Connecticut's long-arm statute as claimed for American Capital. The "contacts" with Connecticut alleged to confer jurisdiction on this court are fewer than those advanced for American Capital. In fact, the only "contact" for Sunvest, LLC and Sunvest, Inc. is the subject telephone call from Connecticut to Maryland
For the reasons set forth in the previous section, the motion to dismiss the counts directed against Sunvest, LLC and Sunvest, Inc. is granted because the requirements of the Connecticut long-arm statute have not been satisfied and there are insufficient contacts with the state of Connecticut to confer jurisdiction in accordance with the principles of due process.
2. Individual Defendants CT Page 11927-fx
The plaintiffs claim that this court has jurisdiction over Ranson and Harman under Section 52-59b of the Connecticut General Statutes. Specifically, the plaintiffs claim jurisdiction under subsections (a)(1) and (a)(2) of Section 52-59b.
Sec. 52-59b. Jurisdiction of courts over nonresidents and foreign partnerships. Service of process.
(a) As to a cause of action arising from any of the acts enumerated In this section, a court may exercise personal jurisdiction over any nonresident individual, foreign partnership or over the executor or administrator of such nonresident individual or foreign partnership, who in person or through an agent: (1) Transacts any business within the state; (2) commits a tortious act within the state, except as to a cause of action for defamation of character arising from the act . . .
It is undisputed that the defendants Ranson and Harman are not residents of Connecticut nor do they own any property in Connecticut. Apart from the Board meeting conducted telephonically, there are no allegations by plaintiffs that Ranson or Harman conduct or transact business in the state of Connecticut.
In construing Section 52-59b(a)(1) of the General Statutes, our Supreme Court noted that "[t]he General Statutes do not define what the phrase `transacts any business' means in the context of 52-59b." Zortolas v. Nisenfeld, 184 Conn. 471, 474, 440 A.2d 179 (1981). Because the Connecticut legislature used New York's statute as a model in enacting our long-arm statute, the Court looked to New York case law for guidance and construed "the term `transacts any business' to embrace a single purposeful business transaction." Id., 474. "In determining whether the plaintiffs' cause of action arose from the defendants' transaction of business within this state . . . [a court must] balance considerations of public policy, common sense, and the chronology and geography of the relevant factors." Id., 477.
The plaintiff Swain placed a telephone call from Connecticut to American Capital's headquarters in Maryland The complaint does not allege that these individual defendants have any other ties, connections or contacts with Connecticut. This court must look to the personal contacts that Ranson and Harman had with the state of Connecticut, not the contacts made on behalf of any corporate entity of which they were directors or officers or shareholders. See Tek-Motive, Inc. v. AFB, CT Page 11927-fy Inc., 1993 Ct.Sup. 9739, judicial district of New Haven at New Haven, No. CV-93-0349298 (November 12, 1993, Zoarski, J.).
Nothing in the record indicates that the individual defendants transacted any business other than through the corporations which they controlled. Accordingly, the court's conclusion that the plaintiff's claims against the corporate defendants did not arise out of the transaction by them of any business in Connecticut compels a finding that the same claims against the individual defendants similarly do not confer in personam jurisdiction on this court under Conn. Gen. Stat. Sec. 52-59b(a)(1).
Bross Utilities Service Corp. v. Aboubshait, 489 F.Sup. 1366, 1373 (D.Conn. 1980). Nothing has been presented to the court, by pleading or documentation, to indicate that Ranson or Harman transacted business other than through the business entities with which they were affiliated.
Furthermore, the court finds that one phone call, initiated by the plaintiff Swain to the defendant in Maryland, does not constitute the transaction of business in Connecticut. To hold otherwise would subject an individual to a lawsuit in any state simply because a plaintiff places a telephone call to that individual from a totally random location. Without more, a single call from the plaintiff Swain cannot form the basis for the assertion of personal jurisdiction over these individual defendants in Connecticut.
With respect to Section 52-59b(a)(2), the court cannot find that the alleged tortious act was committed in the state of Connecticut. The same analysis applies to the individual defendants under this statutory provision as applies to the corporate entities under Section 33-929(f)(4). The determinative factor is not whether the consequences of the alleged tortious conduct impact a plaintiff in Connecticut, but rather whether the alleged tortious conduct was directly and expressly targeted at the forum state. General Star Indemnity Co. v. Anheuser-Busch Companies, Inc., 199 F.3d 1322 (C.A.2 Conn. 1999). The plaintiffs' claims fail to satisfy the requirements of Section 52-59b(a)(2) of Connecticut's long-arm statute.
Even if statutory authority for jurisdiction could be found in this case, exercise of jurisdiction over Ranson and Harman would raise due process concerns. "[T]he test to be applied in considering the reach of personal jurisdiction is whether (1) the nonresident party has created a CT Page 11927-gz substantial connection to the forum state by action purposefully directed toward the forum state or otherwise invoking the benefits and protections of the laws of the state, and (2) the exercise of jurisdiction based on those minimum contacts would not offend traditional notions of fair play and substantial justice. Asahi Metal Industry Co. v. Superior Court, 480 U.S. 102, 111-12, 107 S.Ct. 1026, 94 L.Ed.2d 92 (1987) . . ." Panganiban v. Panganiban, 54 Conn.App. 634, 639, 736 A.2d 190, cert. denied, 251 Conn. 920, 742 A.2d 359 (1999).
This court finds there is no basis for exercising jurisdiction over Ranson and Harman because they could not have reasonably expected to be "haled" into a Connecticut court based upon a telephone call made from a Connecticut resident to American Capital's headquarters in Maryland A single call, without more, has been found to be insufficient minimum contacts with the forum state for due process purposes in the cases of Loctec Corporation v. Hawk Golf Bag Company, 1996 Ct.Sup. 5056, judicial district of Danbury, No. 323051, 17 Conn.L.Rptr. 275 (June 27, 1996, Moraghan, J.), and Margolis v. Gillam, 1995 Ct.Sup. 1633, judicial district of New Haven at New Haven, CV-94-0363504 (February 24, 1995, Martin, J.).
CONCLUSION
The court cannot exercise personal jurisdiction over the corporate defendants under Sections 33-929(f)(2) or 33-929(f)(4) of the General Statutes. Exercising jurisdiction over these entities would also violate their constitutional due process rights because they do not have the requisite "minimum contacts" with the state of Connecticut.
Similarly, the court cannot exercise personal jurisdiction over the individual defendants, Ranson and Harman, under Sections 52-59b(a)(1) or 52-59b(a)(2) of the General Statutes. Exercising jurisdiction over these nonresident individuals would also violate their constitutional due process rights.
Accordingly, the motions to dismiss of the defendants American Capital, Sunvest, LLC, Sunvest, Inc., Ranson and Harman are granted.
BY THE COURT
Barbara M. Quinn, Judge