Single Source, Inc. v. Central Regional Tourism District, Inc.

SC 18819 · Supreme Court of Connecticut · July 8, 2014 · No. SC 18819

Summary

The Connecticut Supreme Court considered certified questions concerning whether the Central Regional Tourism District was the legal successor to the dissolved Greater Hartford Tourism District and therefore liable for contractual obligations. The court held that the regional district was not the local district’s legal successor because the statutory scheme provided for discretionary transfers of assets and assumption of liabilities rather than succession by operation of law. It further held that an entity receiving assets through a fraudulent conveyance could be responsible for the former district’s obligations to the extent of the value of the assets received.

Holdings

  1. Central Regional Tourism District, Inc., was not the legal successor to Greater Hartford Tourism District, Inc. by operation of law.
  2. Greater Hartford remained capable of winding up its affairs and being subject to litigation or settlement of outstanding obligations after dissolution. If Greater Hartford transferred assets to another entity and the plaintiff established that the transfer was fraudulent, the recipient entity could be responsible for Greater Hartford's obligations, but only to the extent of the value of the assets received.
  3. The court did not answer the second certified question because it answered the first question in the negative.

Questions Presented

  1. Whether Central Regional Tourism District, Inc., was the legal successor to Greater Hartford Tourism District, Inc.
  2. If Central Regional Tourism District was the legal successor, whether General Statutes § 10-397a afforded it a total or partial defense to Greater Hartford's contractual obligations.
  3. If Central Regional Tourism District was not the legal successor, what entity, if any, was responsible for Greater Hartford's obligations.

Disposition

other

Cases Cited (7)

  • Hartford/Windsor Healthcare Properties, LLC v. Hartford, 298 Conn. 191, 197–98, 3 A.3d 56 (2010)(followed)
  • Campisano v. Nardi, 212 Conn. 282, 290, 562 A.2d 1 (1989)(followed)
  • State v. Goggin, 208 Conn. 606, 619, 546 A.2d 250 (1988)(followed)
  • Molitor v. Molitor, 184 Conn. 530, 535–36, 440 A.2d 215 (1981)(followed)
  • Robinson v. Coughlin, 266 Conn. 1, 11, 830 A.2d 1114 (2003)(followed)
  • Derderian v. Derderian, 3 Conn. App. 522, 529, 490 A.2d 1008, cert. denied, 196 Conn. 810, 811, 495 A.2d 279 (1985)(followed)
  • Mobile v. Watson, 116 U.S. 289, 305, 6 S. Ct. 398, 29 L. Ed. 620 (1886)(discussed)

Cited In (0)

No citing cases on record yet.

Court Document

Open PDF
Loading document…