Michael Mathews et al. v. SBA (2012)

MEMORANDUM OF DECISION RE MOTIONS TO DISMISS # 110, 114, 116

I

PROCEDURAL HISTORY

On August 3, 2011, the plaintiffs Michael Mathews (Mathews) and Stephen Kotfila (Kotfila) brought a fifteen-count complaint seeking damages against four groups of defendants:  the SBA defendants, the Investment Company defendants, the Employee defendants, and James Ross (Ross).¹  The defendants have filed three motions to dismiss claiming improper service, lack of personal jurisdiction, violation of due process, improper venue and/or lack of subject matter jurisdiction (# 110 by the SBA defendants, # 114 by James Ross, # 116 by the Investment Company and Employee defendants) to which the plaintiffs have objected (# 133 as to James Ross, # 135 as to the SBA defendants, # 137 as to the Investment Company and Employee defendants).   The defendants, in turn, submitted replies to these objections (# 141 by the SBA defendants, # 142 by the Investment Company and Employee defendants, # 144 by James Ross).   The court held a hearing on each of the motions on March 22, 2011.

II

STATEMENT OF LAW

Under Practice Book § 10–31, a motion to dismiss may be brought on the grounds that the court lacks jurisdiction over the person.  Zizka v. Water Pollution Control Authority, 195 Conn. 682, 687 (1985).  “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 ․ A motion to dismiss tests, inter alia, whether, on the face of the record, the court is without jurisdiction.”  (Internal quotation marks omitted.)  Beecher v. Mohegan Tribe of Indians of Connecticut, 282 Conn. 130, 134 (2007).  “[T]he Superior Court ․ may exercise jurisdiction over a person only if that person has been properly served with process, has consented to the jurisdiction of the court or has waived any objection to the court's exercise of personal jurisdiction.”   (Citations omitted.)  Kim v. Magnotta, 249 Conn. 94, 101–02 (1999).   In this matter, the defendants are non-residents of the state of Connecticut.  “If the defendant challenging the court's personal jurisdiction is a foreign corporation or a nonresident individual, it is the plaintiff's burden to prove the court's jurisdiction.”  Cogswell v. American Transit Ins. Co., 282 Conn. 505, 515 (2007) (citing Knipple v. Viking Communications, Ltd., 236 Conn. 602, 607 (1996)).

“The motion to dismiss ․ admits all facts which are well pleaded, invokes the existing record and must be decided on that alone ․ Where, however, as here, the motion is accompanied by supporting affidavits containing undisputed facts, the court may look to their content for determination of the jurisdictional issue ․” (Citations omitted;  internal quotation marks omitted.)  Ferreira v. Pringle, 255 Conn. 330, 346–47 (2001).   Additionally, “[w]hen a motion to dismiss for lack of personal jurisdiction raises a factual question which is not determinable from the face of the record, the burden of proof is on the plaintiff to present evidence which will establish jurisdiction.”  Cogswell v. American Transit Ins. Co., supra, 282 Conn. 515.   However, “[i]n this regard, 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.”   Id., at 516.  “When issues of fact are necessary to the determination of a court's jurisdiction, due process requires that a trial-like hearing be held, in which an opportunity is provided to present evidence and to cross-examine adverse witnesses.”  Unisys Corp. v. Dept. of Labor, 220 Conn. 689, 695–96 (1991).

III

FACTS

In reading the complaint in the manner most favorable to the plaintiffs and having reviewed the supporting affidavits of the parties, the court considers the following as facts solely for the purpose of determining the jurisdictional issues before it.   In the 1990s, the plaintiffs were affiliated with a company named Berkshire Wireless Incorporated (BWI).   Some assets of BWI were purchased by a newly formed company named Optasite of which the plaintiffs were founding members and shareholders.   At that time, Optasite was a Massachusetts company with a principal place of business in Glastonbury, Connecticut.   Village Ventures, Inc. and Worcester Venture Fund, L.P. were early stage, minority interest investors in Optasite.   Both plaintiffs left Optasite in 2001 to take positions at a company named Pinnacle Site Development, Inc. (Pinnacle), a Connecticut corporation doing business in Glastonbury, Connecticut.

In August of 2002, Optasite agreed to merge with Pinnacle, the latter being the surviving company (New Pinnacle).   New Pinnacle was, itself, incorporated in Delaware with its principal place of business in Glastonbury, Connecticut.   Negotiations over the merger, which included phone calls and in person meetings by all parties involved, were done substantially in Glastonbury, Connecticut.   The merger was closed on September 5, 2002 in New York, New York and Mathews became chief executive officer (CEO) of New Pinnacle.   The plaintiffs allege that all the defendants represented to the plaintiffs that their fully vested interest in New Pinnacle was and would always be on equal footing with that of other shareholders.   In the beginning of 2003, New Pinnacle was renamed Optasite, Inc. (New Optasite).

In accordance with New Optasite's business model, the plaintiffs thereafter brought business deals to the company and otherwise tried to advance the company's interests.   Despite this, the defendants thereafter criticized the plaintiffs and otherwise frustrated their attempts to act upon the business model.   All the defendants brought concerns in general in regards to both the business model and New Optasite that ran counter to repeated representations made to the plaintiffs during the merger and formation of New Optasite.   The defendants attempted to force the plaintiffs from New Optasite so a new management team could be brought in.   In doing so, they concealed from the plaintiffs material facts, conditions, and circumstances regarding New Optasite and conspired to create an environment in which they would leave New Optasite and forfeit their interest in the company.   More specifically, the defendants unreasonably rejected business deals brought by the plaintiffs only to accept the same deals after the plaintiffs were forced out of New Optasite.

Despite the plaintiffs' efforts, New Optasite claimed poor performance on their part and sought their resignation.   Although denying the claim of poor performance, given his frustration with the situation, Mathews resigned as chief executive officer on or about April 3, 2003.   In connection with his resignation, Mathews and New Optasite executed a separation contract that, among other things, bound New Optasite to limit its response to third-party requests for information concerning Mathews.   This contract was drafted and executed in Connecticut.²  In June 2003, Kotfila also resigned from New Optasite.   In further reliance on representations allegedly made by all of the defendants, Mathews failed to exercise stock options that he had in New Optasite and which expired at the end of August 2003.   After the expiration of the stock options, the board of directors of New Optasite represented to the plaintiffs, who were still shareholders, that it had a new plan for reorganization of New Optasite.   The board of directors noted that the reorganization would dilute the plaintiffs' shares but nonetheless assured the plaintiffs that the future benefit of the diluted shares would far outweigh the initial loss.   Allegedly, all the defendants and the board of directors knew or should have known that this representation was false and that the dilution was for their own benefit.   The effect of the alleged misrepresentation was to “wash out” the plaintiffs' shares and interest in New Optasite and caused them to suffer losses and other financial injury.   According to the plaintiffs, the defendants had conspired to make these false representations and injure the plaintiffs' monetary and professional interests and that it was predominately effectuated in Glastonbury, Connecticut during this time.

In 2004, New Optasite resumed being headquartered in Massachusetts.   The defendants Sean M. Marsh (Marsh) and Word D. Peake III (Peake) attended board meetings in both Glastonbury, Connecticut and Worcester, Massachusetts.   In April of 2004, Point Judith Capital Partners, LLC caused the fund for which it served as general partner to make its first investment in New Optasite.

In 2006, well after the plaintiffs had left New Optasite, Ross, then chief executive officer of New Optasite, served as an expert against Mathews in a Massachusetts court case that involved the valuation of various business interests.   There, detrimental to Mathews' claims, he placed the value of a Colorado company at far less than what Mathews had placed it at.   In his role in the court case, Ross attended meetings, reviewed documents, and wrote a report with his findings.   All of these actions took place in Massachusetts.   Ross was not asked to testify either at a deposition or at trial with respect to the matter.   The plaintiffs allege that these acts by New Optasite and Ross breached the terms of the separation contract signed in 2003 between New Optasite and Mathews.

Later in 2006, New Optasite was reorganized into a holding company named Optasite Holding Company, Inc. In 2008, the company was acquired by and became part of SBA Communications Corporation.

At all times relevant to the complaint and at the time of the commencement of this action in 2011, the plaintiffs, Mathews and Kotfila, were residents of Massachusetts.   They are also the only members of four Connecticut limited liability companies each of which have a business address in Massachusetts.³ (# 143, Blanchard Aff. Exhibits A, B, C & D.)

Service of a copy of the writ, summons, and complaint was attempted or made upon each defendant on or after September 13, 2011.   The history of each corporate defendant, and where and/or how service was attempted or made upon them, as well as upon the individual defendants, is set forth as follows:

The SBA Defendants 4

Defendant SBA Communications Corporation is a Florida corporation with its principal place of business at 5900 Broken Sound Parkway, NW, Boca Raton, Florida 33487.   SBA Communications Corporation was the parent corporation of the successor to New Optasite, the company that previously employed the plaintiffs.   The plaintiffs served the corporation at 5900 Broken Sound Parkway, NW, Boca Raton, FL 33487 by certified mail.

Defendant SBA, Inc. merged with and into SBA Network Services, Inc. effective August 31, 2001.   SBA Network Services, Inc. was then converted into SBA Network Services, LLC on June 30, 2011.   SBA Network Services, LLC is a Florida limited liability company with its principal place of business at 5900 Broken Sound Parkway, NW, Boca Raton, Florida 33487.   The company has two employees who reside in Connecticut, one of whom is responsible for implementing and administering safety programs and providing training to employees in the Northeast, the Midwest, and Canada.   The plaintiffs initiated suit against the company by leaving copies of the writ, summons and complaint with the Connecticut Secretary of State.

Defendant SBA–Acquisition 2008–2, Inc. merged with and into Optasite Holding Company, Inc. on September 16, 2008.   Optasite Holding Company, Inc. eventually changed its name to SBA Infrastructure Holdings I, Inc. On June 30, 2011, SBA Infrastructure Holdings I, Inc. merged with and into SBA Infrastructure, LLC, a Delaware limited liability company with its principal place of business at 5900 Broken Sound Parkway, NW, Boca Raton, Florida 33487.   SBA Infrastructure, LLC owns or leases eighteen cell transmission towers in Connecticut. (# 112, Hunt Aff. ¶ 19.)   The plaintiffs served the corporation at 5900 Broken Sound Parkway, NW, Boca Raton, FL 33487 by certified mail.

Defendant SBA Infrastructure Holdings II, Inc. merged into SBA Infrastructure Holdings I, Inc. on September 30, 2009.   As noted above, on June 30, 2011, SBA Infrastructure Holdings I, Inc. merged with and into SBA Infrastructure, LLC. The plaintiffs served the corporation at 5900 Broken Sound Parkway, NW, Boca Raton, FL 33487 by certified mail.

Defendant Optasite Towers, LLC changed its name to SBA Infrastructure, LLC on September 18, 2008.   The plaintiffs served the limited liability company at 5900 Broken Sound Parkway, NW, Boca Raton, FL 33487 by certified mail.

Defendant Optasite Towers Holding, LLC changed its name to SBA Infrastructure Holdings IV, LLC on September 18, 2008.   On September 30, 2009, SBA Infrastructure IV, LLC merged into SBA Infrastructure Holdings I, Inc. SBA Infrastructure Holdings I, Inc. merged with and into SBA Infrastructure, LLC on June 30, 2011.   The plaintiffs served the limited liability company at 5900 Broken Sound Parkway, NW, Boca Raton, FL 33487 by certified mail.

The plaintiffs attempted to serve Defendant SBA Infrastructure Holdings, Inc. at 5900 Broken Sound Parkway, NW, Boca Raton, FL 33487 by certified mail.

The plaintiffs attempted to serve Defendant Optasite Holdings, LLC at 5900 Broken Sound Parkway, NW, Boca Raton, FL 33487 by certified mail.

Investment Company Defendants 5

Defendant Village Ventures, Inc. is a Delaware corporation with a business address of 430 Main Street, Suite 1, Williamstown, Massachusetts.   The return of service appended to the complaint does not evidence this defendant as having been served.

Defendant Worcester Capital Partners, LLC is a Delaware limited liability company with a principal place of business at 7 North Pleasant St., Amherst, Massachusetts.   Worcester Capital Partners, LLC is the general partner of Defendant Worcester Venture Fund, L.P. Plaintiffs attempted to serve the limited liability company by certified mail at 100 Venture Way, Suite 4, Hadley, MA 01035, a location it had vacated sometime in 2010.

Defendant Worcester Venture Fund, L.P. is a Delaware limited partnership with a principal place of business at 7 North Pleasant St., Amherst, Massachusetts.   The plaintiffs attempted to serve the partnership by certified mail at 100 Venture Way, Suite 4, Hadley, MA 01035, a location it had vacated sometime in 2010.

Defendant Point Judith Capital Partners, LLC is a Delaware limited liability company that had, until July 1, 2011, a principal place of business at 50 Park Row West, Suite 107, Providence, Rhode Island.   From July 1, 2011 to October 31, 2011 Point Judith Capital Partners, LLC's principal place of business was 4 Liberty Square, Boston, MA. Since October 31, 2011, Point Judith Capital Partners, LLC's principal place of business has been located at 211 Congress Street, Boston, Massachusetts.   On September 15, 2011, the plaintiffs attempted to serve the limited liability company by certified mail addressed to “Point Judith Capital Partners” at its former address of 50 Park Row West, Suite 107, Providence, Rhode Island.

Defendant Village Ventures Securities Corporation was a Delaware corporation that dissolved in 2004.   The plaintiffs attempted to serve the corporation at 430 Main Street Suite 1, Williamstown, MA 01267 by way of certified mail.

Defendant Village Ventures Services, Inc. changed its name in 2000 to Village Ventures, Inc. The plaintiffs attempted to serve the defendant at 430 Main Street Suite 1, Williamstown, MA 01267 by certified mail.

The plaintiffs attempted to serve Defendant Village Ventures at 430 Main Street Suite 1, Williamstown, MA 01267 by certified mail.

The plaintiffs attempted to serve Defendant Worcester Capital Partners at 377 Plantation Street, Worcester, MA 01605 by certified mail.

The plaintiffs attempted to serve Defendant Point Judith at 50 Park Row, Suite 107, Providence, RI 02903 by certified mail.

Employee Defendants 6

Defendant Sean M. Marsh is a resident of Sudbury, Massachusetts.   Marsh was an employee of Village Ventures, Inc. from 2000 to 2006.   He is currently a member of Point Judith Capital Partners, LLC and also of Worcester Capital Partners, LLC. The plaintiffs served Marsh by leaving a copy of the writ, summons and complaint at the office of the Connecticut Secretary of State and also upon him personally by certified mail at 549 Concord Road, Sudbury, MA 01776.

Defendant Word D. Peake III is a resident of Amherst, Massachusetts.   Peake is a member of Long River Capital Management, LLC, which in November 2002 became the sole member of Worcester Capital Management, LLC, the manager of defendant Worcester Capital Partners, LLC, which in turn became the general partner of Defendant Worcester Venture Fund, L.P. The plaintiffs served Peake by leaving a copy of the writ, summons and complaint at the office of the Connecticut Secretary of State and also upon him personally by certified mail at 32 Woodlot Road, Amherst, MA 01002.

Defendant Matthew C. Harris has been a New York resident since 2008.   Prior to then, he was a Massachusetts resident.   Harris is the chief executive officer of Village Ventures, Inc. Since 2000 to the present, Harris worked in offices located either in Massachusetts or New York. Plaintiffs served Harris by leaving a copy of the writ, summons and complaint at the office of the Connecticut Secretary of State and upon him personally by certified mail at 523 Hancock Road, Williamstown, MA 02167.

James Ross 7

Defendant James Ross is a resident of Wilbraham, MA. The plaintiffs served Ross by leaving a copy of the writ, summons and complaint at the office of the Connecticut Secretary of State and upon him personally by certified mail at 6 Chatham Trace Circle, Wilbraham, MA 01095.

IV

ANALYSIS

The defendants have brought their motions to dismiss on alternate grounds.   First, they contend that the plaintiffs have failed to comply with the requirements of the General Statutes in regards to service of process.   Second, that the plaintiffs have failed to comply with the jurisdictional requirements of General Statutes § 52–59b (the “long-arm statute”).   Third, that the court's exercise of jurisdiction would violate constitutional principles of due process.   Fourth, that the case was brought in an improper venue.   In addition to these claims, the defendant Ross has also asserted that the court lacks jurisdiction over the subject matter of the controversy.

As a preliminary matter, the court notes that a motion to dismiss for lack of subject matter jurisdiction may be raised at any time and must be resolved prior to ruling on any other motions pending before the court.  Golden Hill Paugussett Tribe of Indians v. Southbury, 231 Conn. 563, 570 (1995);  see Felletter v. Thompson, 133 Conn. 277, 280 (1946) (“if the question whether there is a lack of jurisdiction of the subject matter of an action comes to the attention of the court, it can proceed no further until the matter is determined”).   Accordingly, the court must address the motion to dismiss prior to considering any of the other motions pending in the present case.  “The subject matter jurisdiction requirement may not be waived by any party, and also may be raised by a party, or by the court sua sponte, at any stage of the proceedings ․” Ajadi v. Commissioner of Correction, 280 Conn. 514, 533 (2006).

In this instance, the plaintiffs have generally alleged as part of their fifteen-count complaint the following:  breach of contract, unjust enrichment, fraudulent misrepresentation, negligent misrepresentation, tortious interference, conversion, replevin, and a violation of CUPTA.   The nature of these claims is such that they are typically within the subject matter jurisdiction of the court.  “Jurisdiction over the subject is the court's power to hear and decide cases of the general class to which the proceedings at issue belong.”  Cross v. Hudon, 27 Conn.App. 729, 732 (1992).   Accordingly, the court denies Ross' motion to dismiss as to this alternative ground.   The remaining grounds will be addressed below.

In addition, before addressing the arguments as to the parties, the court notes that the SBA and Investment Company defendants have provided evidence that the named defendants SBA Infrastructure Holdings, Inc.;   Optasite Holdings, LLC;  Point Judith;  Village Ventures;  and Worcester Capital Partners did not exist at the time of the filing of the complaint and have in fact never existed.⁸ (# 112, Hunt Aff. ¶¶ 11, 12;  # 119, Marsh Aff. ¶ 5;  # 121, Harris Aff. ¶ 7;  # 123, Peake Aff. ¶ 5.)   Plaintiffs' counsel has suggested that the court is without power to dismiss these defendants because they are not represented and therefore cannot raise the issue of lack of jurisdiction.   The court finds this argument unpersuasive.   First, the court has the power sua sponte to dismiss controversies in which it has no power to render judgment.   See Vitale v. Zoning Bd. of App., 279 Conn. 672 (2006).   See also Peters v. Dep't of Social Svcs., 273 Conn. 434, 442 (2005).   Second, the plaintiffs have the burden of proving that the defendants have been put on notice of the action.   See Bicio v. Brewer, 92 Conn.App. 158, 165–67 (2005) (“Until one is given notice of the actions or proceedings against him ․ the court has no jurisdiction ․”).  Because the court lacks the power to enter a judgment against nonexistent entities and because the plaintiffs have not established that they put these particular entities on notice of the pending matter, the court sua sponte dismisses the claims against them for lack of jurisdiction.

The court now turns to the alternative common issues contained in the three motions to dismiss.

A

Service of Process as to the Merged and Renamed Defendants:  SBA, Inc.;  SBA–Acquisitions 2008–2, Inc.;  Optasite Towers Holdings, LLC;  Optasite Towers, LLC;  and Village Ventures Services, Inc.

The standard of review for dismissal of a suit against a defendant for want of service of process is clear.  “[W]hen a particular method for serving process is set forth by statute, that method must be followed ․ Unless service of process is made as the statute prescribes, the court to which it is returnable does not acquire jurisdiction ․ The jurisdiction that is found lacking ․ is jurisdiction over the person ․” (Citations omitted;  internal quotation marks omitted.)  Pedro v. Miller, 281 Conn. 112, 117 (2007).  “In ordinary usage of the term, [a summons is the] original process upon a proper service of which an action is commenced and the defendant therein named brought within the jurisdiction of the court ․ A writ of summons is a statutory perquisite to the commencement of a civil action ․ [and] an essential element to the validity of the jurisdiction of the court.”  (Citations omitted;  internal quotation marks omitted.)  Stewart–Brownstein v. Casey, 53 Conn.App. 84, 87–88 (1999).  “The jurisdiction of the trial court is limited to those parties expressly named in the action coming before it ․ Until one is given notice of the actions or proceedings against him and is thereby given opportunity to appear and be heard, the court has no jurisdiction to proceed to judgment either for or against him even though it may have jurisdiction of the subject matter.   One who is not served with process does not have the status of a party to the proceeding.”  (Citations omitted.)  Bicio v. Brewer, supra, 92 Conn.App. 165.

Defendants SBA, Inc.;   SBA–Acquisitions 2008–2, Inc.;   SBA Infrastructure Holdings, Inc.;   Optasite Holding Company, Inc.;   and Optasite Towers Holdings, LLC are all entities that merged into successor entities prior to the service of the complaint.   Under Connecticut law, when a merger becomes effective:  “ ․ (2)[T]he separate existence of every corporation or other entity that is merged into the survivor ceases;  (3) All liabilities of each corporation or other entity that is merged into the survivor are vested in the survivor;  (4) All property owned by, and every contract right possessed by, each corporation or other entity that merges into the survivor is vested in the survivor without reversion or impairment.”  General Statutes § 33–820(a).⁹  Once a company has merged and ceases to exist “it may not be sued ․ and the court lacks personal jurisdiction over it.”   Lake Rd. Trust, Ltd. v. ABB Powertech (PTY), Ltd., Superior Court, complex litigation docket at Hartford, Docket No. X04 CV 10 6016501 (March 10, 2011, Shapiro, J.).   Furthermore, jurisdiction of the trial court is limited to the parties expressly named in the complaint and one who is not served does not have the status of a party in the proceeding.   The plaintiffs cannot pursue a case against an entity that does not exist nor can it proceed against its successor without having expressly named the successor in the complaint and properly served it.   The motion to dismiss as to Defendants SBA, Inc.;   SBA–Acquisitions 2008–2, Inc.;   SBA Infrastructure Holdings, Inc.;   Optasite Holding Company, Inc.;   and Optasite Towers Holdings, LLC is granted for want of personal jurisdiction in that:  1) these defendants ceased to exist upon merger prior to the service of the complaint, and 2) their successors have not been named in the complaint.

Defendants Optasite Towers, LLC and Village Ventures Services, Inc. both changed their names before suit was commenced;  Optasite Towers, LLC to SBA Infrastructure, LLC and Village Ventures Services, Inc. to Village Ventures, Inc. (# 112, Hunt Aff. ¶ 13;  # 121, Harris Aff. Exhibit B).  The jurisdiction of the court is limited to those parties that have been expressly named in the action coming before it.   Neither SBA Infrastructure, LLC nor Village Ventures, Inc. were named in either the summons or the complaint.   Accordingly, the motion to dismiss as to Optasite Towers, LLC and Village Ventures Services, Inc. is granted for want of personal jurisdiction.

B

Service of Process as to the Defendants:  Worcester Venture Fund, L.P.;  Matthew Harris;  Worcester Capital Partners, LLC;  and Point Judith Capital Partners, LLC.

These defendants contend they were not served at the proper addresses or that service was not made upon their proper designee.  General Statutes § 52–59b(c) provides the following:

Any nonresident individual [or] foreign partnership ․ over whom a court may exercise personal jurisdiction, as provided in subsection (a) of this section, shall be deemed to have appointed the Secretary of the State as its attorney and to have agreed that any process in any civil action brought against the nonresident individual [or] foreign partnership ․ may be served upon the Secretary of the State and shall have the same validity as if served upon the nonresident individual [or] foreign partnership ․ personally.   The process shall be served ․ upon the Secretary of the State by leaving with or at the office of the Secretary of the State, at least twelve days before the return day of such process, a true and attested copy thereof, and by sending to the defendant at the defendant's last-known address, by registered or certified mail, postage prepaid, return receipt requested, a like true and attested copy with an endorsement thereon of the service upon the Secretary of the State ․

“Thus, proper service under § 52–59b(c) requires service upon the Secretary of the State ․” Pasquariello Elec. Corp. v. Nyberg, Superior Court, judicial district of New Haven, Docket No. CV 08 5024983 (Oct. 7, 2009, Zoarski, J.).   “The requirement that the copy be mailed to the defendant at his ‘last-known address' does not mean the last address known to the plaintiff but does mean the last address of the defendant so far as it is known, that is, by those who under the ordinary circumstances of life would know it.”  D'Occhio v. Connecticut Real Estate Comm'n, 189 Conn. 162, 171 (1983) (quoting Hartley v. Vitiello, 113 Conn. 74, 80 (1931)).  “Before concluding that the defendant cannot be located, a plaintiff must take reasonable steps to identify the defendant's whereabouts.”   Carillo v. Hagerty, United States District Court, Docket No. 3:05 CV 1417(MRK), (D.Conn. Dec. 13, 2005).  “Unless the defendant has departed for parts unknown, [last-known address] means his actual address;  if he has disappeared it means his last address so far as it is reasonably possible to ascertain it.   This address the plaintiff must learn at its peril ․” Hartley v. Vitiello, supra, 80.   If a defendant's address is unknown, a plaintiff may serve process in a manner that makes it “reasonably certain to reach the addressee.”  Carillo v. Hagerty, supra, 2 (quoting D'Occhio v. Connecticut Real Estate Comm'n, supra, 172).   The return of service on record for the Worcester Venture Fund, L.P. does not evidence any service upon the Secretary of the State.   Furthermore, it is not clear what process the plaintiffs engaged in to ascertain the last known address of the defendants.   Because the plaintiffs failed to serve the Secretary of the State as to Worcester Venture Fund, L.P. and failed to serve Worcester Venture Fund, L.P. or Harris at their last-known addresses at the time suit was commenced, the court lacks personal jurisdiction over them.   Accordingly, the motion to dismiss as to Worcester Venture Fund, L.P. and Matthew Harris is granted.

Service as to the defendant limited liability companies is governed by General Statutes § 34–224 and § 34–225.¹⁰ § 34–224(b) identifies those who may be designated as agent for service.¹¹ § 34–225 details how service is to be made upon the Secretary of the State in the event it has been appointed as agent for service.¹²  There is no record or evidence that the plaintiffs have made service upon Worcester Capital Partners, LLC or Point Judith Capital Partners, LLC in accordance with the statute, or that they even served the defendants at the addresses they occupied at the time suit was commenced.   Because plaintiffs have failed to follow the statutory requirements for service of process, the court lacks personal jurisdiction over them and the motion to dismiss is granted.

C

Service of Process as to Village Ventures Securities Corporation

At the hearing, the defendants contended that Village Ventures Securities Corporation did not exist prior to service of the complaint as it had been previously dissolved in 2004.¹³ (# 121, Harris Aff. ¶ 5.)  “If the defendant challenging the court's personal jurisdiction is a foreign corporation ․ it is the plaintiffs burden to prove the court's jurisdiction.”  (Citations omitted.)  Cogswell v. American Transit Ins. Co., supra, 282 Conn. 515.   The court has before it no evidence or record to establish the existence of the defendant as of the time of the filing of the action.   Therefore, the court lacks personal jurisdiction over Village Ventures Securities Corporation and the motion to dismiss is granted as to that defendant.

D

Long–Arm Statute as to the SBA Defendants:  SBA Communications Corporation;  SBA, Inc.;  SBA–Acquisition 2008–2, Inc.;  SBA Infrastructure Holdings II, Inc.;  Optasite Towers, LLC;  and Optasite Towers Holding, LLC.

In addition to the issue of service of process, the defendants have raised the issue of whether they have sufficient minimum contacts with the state of Connecticut so as to establish the court's jurisdiction.  “When a defendant files a motion to dismiss challenging the court's jurisdiction, a two part inquiry is required.   The trial court must first decide whether the applicable state long-arm statute authorizes the assertion of jurisdiction over the [defendant].   If the statutory requirements [are] met, its second obligation [is] then to decide whether the exercise of jurisdiction over the [defendant] would violate constitutional principles of due process ․ If a challenge to the court's personal jurisdiction is raised by a defendant, either by a foreign corporation or by a nonresident individual, the plaintiff must bear the burden of proving the court's jurisdiction.”  (Citations omitted;  internal question marks omitted.)  Knipple v. Viking Communications, Ltd., supra, 236 Conn. 606–07;  see also Cogswell v. American Transit Ins. Co., supra, 282 Conn. 514–15.

General Statutes § 33–929(f) sets forth the standard for the exercise of long-arm jurisdiction over foreign corporations.   It states in part:  “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 ․ on any cause of action arising as follows:  Out of any contract made in this state or to be performed in this state ․ [or] out of tortious conduct in this state ․” The plaintiffs are not residents of Connecticut and have the burden of demonstrating that they have a usual place of business in this state.   In an attempt to prove this requirement, the plaintiffs have argued that their status as members of four Connecticut limited liability companies that regularly conduct business in Connecticut establishes that they have a usual place of business in the state.   However, the plaintiffs assert no authority that supports the proposition that mere membership in a Connecticut limited liability company, even when bolstered with an assertion of regular business activity, is sufficient to establish a “usual place of business in this state.”   The defendants have provided evidence that all four of these limited liability companies have reported to the Connecticut Secretary of State that their business addresses are in Massachusetts. (# 143, Blanchard Aff. Exhibits A, B, C & D.) It was also acknowledged by the plaintiffs' counsel at the hearing that the activities of the limited liability companies are unrelated to any of the allegations in the plaintiffs' complaint.   Even assuming for argument the limited liability companies had usual places of business in the state, that does not establish that the plaintiffs had usual places of business in the state as the limited liability companies are distinct legal entities separate and apart from the plaintiffs.   Because the plaintiffs have failed to demonstrate either that they are residents or have a usual place of business in this state, the long-arm statute does not confer jurisdiction to bring suit in Connecticut over the foreign corporate defendants.

Even if the plaintiffs had established that they had a usual place of business in Connecticut, their assertion that they have alleged tortious conduct in this state is unavailing.   As a matter of law, “[i]f affidavits and/or other evidence submitted in support of a defendant's motion to dismiss conclusively establish that jurisdiction is lacking and the plaintiff fails to undermine this conclusion with counteraffidavits [sic] ․ or other evidence, the trial court may dismiss the action without further proceedings.”  Columbia Air Services, Inc. v. Department of Transp., 293 Conn. 342, 348 (2009).   To raise an issue of fact by affidavit opposing a motion to dismiss for lack of personal jurisdiction, the affidavits that plaintiffs present must demonstrate that “no genuine issue as to a material fact exists.”  Kenny v. Banks, 289 Conn. 529, 533 (2008).   It is well established that plaintiffs' “affidavits must be based on ‘concrete particulars,’ not conclusory allegations.”  Schwapp v. Town of Avon, 118 F.3d 106, 111 n.21 (2d Cir.1997).

The “concrete particulars” that must be established must be asserted as to each individual defendant.  “[G]roup allegations that all defendants engaged in ․ conduct are not sufficient to establish longarm [sic] jurisdiction over a particular defendant ․ Rather, plaintiffs must present jurisdictional facts as to each defendant.”   Town of West Hartford v. Taubman Centers, Inc., Superior Court, complex litigation docket of Waterbury, Docket Nos. X02 CV 07 5007876, X02 CV 07 5007877 (May 9, 2008, Eveleigh, J.).   The plaintiffs' complaint and supporting affidavits house a number of group allegations.   Notably, to the extent the complaint and supporting affidavits allege any tortious conduct on the part of any of the defendants, the plaintiffs allege that all defendants engaged in the tortious behavior.   Group allegations such as these are not sufficient to establish personal jurisdiction over a specific defendant and cannot be relied upon to allege tortious conduct in the state.

The plaintiffs, however, have argued with particularity that in 2006 New Optasite breached its separation contract with Mathews and that the contract had been executed in Connecticut.   The defendants have not contested the nature of the separation contract but have merely asserted that any breach of the contract that may have occurred was carried out in Massachusetts.   The long-arm statute expressly states that it encompasses contracts made out in Connecticut.   However, only the company that succeeded New Optasite would be liable for any breach of contract by it.   SBA Communications Corporation is a parent entity of a successor of New Optasite and there is no claim by the plaintiffs of piercing the corporate veil.   The plaintiffs have failed to indicate in their complaint and accompanying brief which specific SBA Defendant was the successor of New Optasite.

The plaintiffs have failed to meet their burden of showing that either they themselves or the SBA defendants had the necessary contacts with the State of Connecticut at the time of the service and filing of the complaint, relevant to the causes of action set forth therein, so as to establish long-arm jurisdiction.   For the above reasons, the motion to dismiss is granted as to SBA Communications Corporation;  SBA, Inc.;   SBA–Acquisition 2008–2;  SBA Infrastructure Holdings II;  Optasite Towers, LLC and Optasite Towers Holding, LLC.

E

Long–Arm Jurisdiction as to the Investment Company and Employee Defendants:  Village Ventures, Inc;  Worcester Capital Partners, LLC;  Worcester Venture Fund, L.P.;  Point Judith Capital Partners, LLC;  Village Ventures Securities Corporation;  Village Ventures Services, Inc.;  Sean M. Marsh;  Word D. Peake III;  and Matthew C. Harris

As already discussed, the plaintiffs have failed to establish that they have a usual place of business in Connecticut and therefore failed to satisfy the long-arm statute for that reason.   However, even had the plaintiffs satisfied this requirement, the plaintiffs have failed to sufficiently plead any tortious behavior by the investment companies and their employee defendants.   Between the allegations of the complaint and supporting affidavits, the plaintiffs have only pled in generalities as to each and every defendant and have not alleged any particularized claims as to any of the investment company and employee defendants that raise a question of material fact as to whether any tortious conduct occurred.¹⁴  Kenny v. Banks, supra, 289 Conn. 533.   For these reasons, the motion to dismiss is granted as to Village Ventures, Inc.;   Worcester Capital Partners, LLC;  Worcester Venture Fund, L.P.;   Point Judith Capital Partners, LLC;  Village Ventures Securities Corporation;  Village Ventures Services, Inc.;   Sean M. Marsh;  Word D. Peake III and Matthew C. Harris.

F

Long–Arm Jurisdiction as to James Ross

Even had the plaintiffs established that they had a usual place of business in Connecticut, their complaint still fails to establish jurisdiction over Ross. The only particularized assertions against Ross were for activities he engaged in 2006 as chief executive officer of New Optasite, years after the plaintiffs had left the company.   In particular, the plaintiffs assert that Ross's actions as an expert in the Massachusetts litigation breached the separation contract between Mathews and New Optasite.   The plaintiffs have not asserted that Ross was a party to the contract between Mathews and New Optasite or that Ross was even affiliated with the company at the time the contract was formed.   As such, the complaint has failed to assert sufficient facts to establish a claim arising out of a contract with, or tortious conduct by, Ross.¹⁵ For these reasons, the motion to dismiss is granted as to Ross.

G

Due Process as to the SBA Defendants:  SBA Communications Corporation;  SBA, Inc.;  SBA–Acquisition 2008–2, Inc.;  SBA Infrastructure Holdings II, Inc.;  Optasite Towers, LLC;  and Optasite Towers Holding, LLC.

The defendants have also raised the issue of whether they have sufficient contacts with the state to justify invoking Connecticut jurisdiction.  “A court may subject a defendant to judgment only when the defendant has sufficient contacts with the sovereign such that the maintenance of the suit does not offend ‘traditional notions of fair play and substantial justice’ ․ A person may submit to a State's authority in a number of ways ․ Incorporation or principal place of business for corporations ․ indicates general submission to a State's powers ․ There is also a more limited form of submission to a State's authority for disputes that arise out of or are connected with activities within the state.   Where a defendant purposefully avails itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws.”(Citations omitted;  internal quotation marks omitted.)   J. McIntyre Mach., Ltd. v. Nicastro, 564 U.S. 131 S.Ct. 2780, 2787–88 (2011) (quoting International Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)).  “Whether a given defendant has contacts with the forum state sufficient to satisfy due process is dependent upon the facts of the particular case.”  Cogswell v. American Transit Ins. Co., supra, 282 Conn. 525.   Whether a corporation has a principal place of business in a state is demonstrated by “ ‘continuous and systematic’ activity unrelated to the suit in the forum state.”  (Citations omitted.)  Helicopteros Nacionales de Columbia, S.A. v. Hall, 466 U.S. 408, 416 (1984).

Even when a plaintiff has established minimum contacts, the plaintiff must still demonstrate that establishing jurisdiction over the defendant is reasonable.  Cogswell v. Am. Transit Ins. Co., supra, 282 Conn. 525.   Once minimum contacts have been established, “[t]he second stage of the due process inquiry asks whether the assertion of personal jurisdiction comports with ‘traditional notions of fair play and substantial justice’—that is, whether it is reasonable under the circumstances of the particular case ․ [Therefore] [w]hile the exercise of jurisdiction is favored where the plaintiff has made a threshold showing of minimum contacts at the first stage of the inquiry, it may be defeated where the defendant presents ‘a compelling case that the presence of some other considerations would render jurisdiction unreasonable.’   “ (Citations omitted.)  Metropolitan Life Ins. Co. v. Robertson–Ceco Corp., 84 F.3d 560, 568 (2d Cir.) cert. denied 519 U.S. 1006 (1996).

The plaintiffs have asserted no facts that establish that any of the SBA defendants engage in continuous and systematic activities in Connecticut as to establish general personal jurisdiction.¹⁶  The defendants acknowledged that SBA Network Services, LLC has employees in Connecticut and SBA Infrastructure, LLC has property in Connecticut. (# 112, Hunt Aff. ¶¶ 18, 19.)   The plaintiffs have argued that since the SBA defendants own Connecticut property, have Connecticut employees, and are part of a large organization that purchased New Optasite, the SBA defendants have minimum contacts with Connecticut. (# 136, Plaintiffs' Mem. in Opp. to Mot. to Dismiss.   P. 13–16.)   The plaintiffs have failed to appreciate that each of the SBA defendants are discrete legal entities and their individual ties with Connecticut cannot be combined to establish personal jurisdiction over them as a whole.   SBA Network Services, LLC is the only entity that has employees in Connecticut and it is not a defendant in this suit.   SBA Infrastructure, LLC is the only entity that owns property in Connecticut and it too is not a defendant in this suit.   To the extent that any entity has purchased New Optasite, the plaintiffs have failed to plead which particular defendant in the cause of action made that purchase.¹⁷  The plaintiffs have not pled sufficient facts or provided sufficient evidence to enable the court to conclude that any of the SBA defendants had usual places of business in Connecticut.   The SBA defendants have adequately countered the plaintiffs' assertion of general personal jurisdiction by an affidavit establishing that their activities do not constitute continuous and systematic activity in Connecticut.  Helicopteros Nacionales de Columbia, S.A. v. Hall, supra, 466 U.S. 415–16;  see generally # 112, Hunt Aff.

To the extent that the plaintiffs have asserted specific personal jurisdiction, they rely upon the allegations of tortious activities by every single defendant in the cause of action.   Even if such allegations were sufficient to establish minimum contacts, the plaintiffs have failed to set forth how it would be reasonable to subject the SBA defendants to the jurisdiction of our Connecticut courts.   First, the plaintiffs, SBA defendants, and the potential witnesses and evidence are all located in Massachusetts.   Second, “Connecticut ․ has no ‘manifest interest’ in providing [plaintiffs who are] nonresident[s], with a convenient forum for relief from injuries caused by an out-of-state actor.”  Worldcare Limited Corp. v. World Insurance Co., 767 F.Sup.2d 341, 362 (D.Conn.2011).   Third, there is no indication that Connecticut is better suited to deal with the asserted tortious claims than any other judicial forum.   Fourth, the actions complained of occurred anywhere between five to nine years ago.   For all these reasons, the plaintiffs have failed to demonstrate that it would be reasonable to bring the SBA defendants to Connecticut to defend suit.

Moreover, the plaintiffs have asserted, and the defense has not contested, that Mathews and New Optasite formed a separation contract in Connecticut.   However, the plaintiffs have not asserted which SBA defendant would be liable for any breach of this separation contract.   Although the SBA defendants have suggested that SBA Infrastructure, LLC would be the entity that might be liable for any of New Optasite's conduct, this limited liability company is not a defendant in this suit. (# 141, Reply in Support of SBA Defendants' Motion to Dismiss.)   Since none of the named defendants (either directly or as a successor) were a party to the separation contract, the plaintiffs have failed to establish that any of the named SBA defendants have minimum contacts with the state.

For these reasons, and because it would offend traditional notions of fair play and substantial justice to have any of the named SBA defendants defend suit here in Connecticut, the motion to dismiss is granted as to SBA Communications Corporation;  SBA, Inc.;   SBA–Acquisition 2008–2, Inc.;   SBA Infrastructure Holdings II, Inc.;   Optasite Towers, LLC and Optasite Towers Holding, LLC. Helicopteros Nacionales de Columbia, S.A. v. Hall, supra, 466 U.S. 415–16;  Cogswell v. American Transit Ins. Co., supra, 282 Conn. 525.

H

Due process as to the Investment Company Defendants:  Village Ventures, Inc.;  Worcester Capital Partners, LLC;  Worcester Venture Fund, L.P.;  Point Judith Capital Partners, LLC;  Village Ventures Securities Corporation;  and Village Ventures Services, Inc.

As to the investment company defendants, the plaintiffs have failed to plead any facts to indicate that any of the investment companies are engaged in continuous and systematic activity in Connecticut so as to establish general personal jurisdiction.   Rather, the plaintiffs have made conclusory assertions in their memorandum of law that the defendants have sufficient minimum contacts without any explanation or supporting affidavits.¹⁸  Such a naked assertion is insufficient to counter the defendants' submission of evidence and to meet the plaintiffs' burden to establish jurisdiction.   As a result, the court concludes that it lacks general personal jurisdiction over the investment company defendants.  Helicopteros Nacionales de Columbia, S.A. v. Hall, supra, 466 U.S. 415–16.

The plaintiffs attempt to establish specific personal jurisdiction over the investment company defendants by, once again, making conclusory assertions that the defendants have sufficient minimum contacts with the state.   In order to establish specific personal jurisdiction, the plaintiffs must assert particularized facts with a nexus both in terms of place (Connecticut) and time sufficient to establish a cause of action such that notions of fair play and substantial justice are not offended.   To the extent that the plaintiffs have made any assertion of facts that may give rise to a cause of action against the investment company, the plaintiffs have failed to plead such facts in a sufficiently particularized manner.   Rather, the plaintiffs have simply made broad claims that every defendant engaged in various forms of tortious behavior at least five to nine years before the filing of the complaint without any assertion as to what each investment company defendant actually did.   Such generalized statements of fact cannot be relied upon to establish minimum contacts.  Town of West Hartford v. Taubman Centers, Inc., supra.   To bring the defendants into Connecticut courts to defend this action would offend traditional notions of fair play and substantial justice.  J. McIntyre Mach., Ltd. v. Nicastro, supra, 564 U.S., International Shoe Co. v. Washington, supra, 326 U.S. 316;  Cogswell v. American Transit Ins. Co., supra, 282 Conn. 525.   As such, the motion to dismiss is granted as to Village Ventures, Inc;  Worcester Capital Partners, LLC;  Worcester Venture Fund, L.P.;   Point Judith Capital Partners, LLC;  Village Ventures Securities Corporation and Village Ventures Services, Inc.

I

Due Process as to the Employee Defendants:  Sean M. Marsh, Word D. Peake III, and Matthew C. Harris

To establish general personal jurisdiction over a person, a plaintiff must either demonstrate that the residency of the defendant is in the forum state or that the defendant was served in the forum state.  Burnham v. Superior Court of California, County of Marin, 495 U.S. 604, 619 (1990).   The plaintiffs acknowledge that Sean M. Marsh, Word D. Peake III, and Matthew C. Harris are all non-residents of Connecticut and that all three were served outside of Connecticut.   Although general personal jurisdiction is lacking as a result, the plaintiffs rely upon specific personal jurisdiction in order to bring the employee defendants to suit in Connecticut.   The plaintiffs have alleged, for example, that Marsh and Peake attended one or more New Optasite board of director meetings in Connecticut sometime in 2004.   However, there is no allegation that the meetings, or the defendants' attendance there, had anything to do with the causes of action raised in the complaint.   Moreover, the meetings were at least seven years before the commencement of this action.   As noted above, the plaintiffs have failed to plead particularized facts with a nexus in Connecticut as to both time and place that give rise to a cause of action such that notions of fair play and substantial justice would not be offended.   Most of the assertions of fact made by the plaintiffs are pled as to all the defendants.   Such generalized assertions of fact cannot be relied upon to establish minimum contacts.  Harris v. Wells, 832 F.Sup. 31, 34 (D.Conn.1993);  Town of West Hartford v. Taubman Centers, Inc., supra.   For these reasons, the motion to dismiss is granted as to Sean M. Marsh, Word D. Peake III and Matthew C. Harris.

J

Due Process as to James Ross

As with the three other individual defendants, Ross does not reside in Connecticut nor was he served in Connecticut.   Therefore the court lacks general personal jurisdiction over him.  Burnham v. Superior Court of California, County of Marin, supra, 495 U.S. 619.   The plaintiffs assert that the conduct Ross engaged in in 2006 is sufficiently pled as to establish a claim against him.   However, coupling the allegations of the complaint with the supporting affidavits of the parties, the court finds that for purposes of the motion to dismiss, the facts asserted by the plaintiffs give no rise to a genuine issue of material fact and that the actions of the defendant as alleged by the plaintiffs have no nexus with Connecticut.  Kenny v. Banks, supra, 289 Conn. 533.   The conduct Ross is alleged to have engaged in all occurred in Massachusetts. (# 145, Ross Aff. ¶¶ 14–20.)   He did not engage in any activity or business in Connecticut.  Id. Moreover, although the plaintiffs assert that the defendants' actions give rise to a contractual liability between Mathews and New Optasite, they do not assert that Ross was ever a party to that contract or that he is individually liable thereon.   For these reasons, the motion to dismiss as to Ross is granted.

K

Venue

The defendants further contend that the plaintiffs' action has been brought in an improper venue.   For civil cases in which “all parties reside outside [of Connecticut],” venue is proper “where the injury occurred, the transaction occurred, or the property is located or lawfully attached.”  Conn. Gen.Stat. § 51–345.   The plaintiffs have not alleged any facts that suggest any property of the named defendants is located or lawfully attached in Connecticut.   The plaintiffs have claimed they have suffered a financial injury from alleged fraudulent, negligent, and tortious behavior and through a breach of contract by all the defendants.   No physical injury is alleged to have occurred anywhere.   To the extent that any non-physical injury occurred, such injury must have occurred outside of the state of Connecticut as none of the plaintiffs were residents thereof at all times relevant to complaint.   Even assuming a transaction took place, most of the allegations of any transaction are general and not specific to the individual named defendants and cannot be relied upon to establish venue.  Town of West Hartford v. Taubman Centers, Inc., supra.   The only transaction that was arguably specific was the breach of Mathews' separation contract by New Optasite and the plaintiffs have failed to assert which defendant would have successor liability.   The court finds that venue in Connecticut is improper and the motion to dismiss as to all defendants is granted on these grounds.

V

CONCLUSION

Motion to dismiss # 110 by the SBA defendants is granted on all grounds claimed as to the respective defendants.   Motion to dismiss # 114 by James Ross is denied as to the claim of lack of subject matter jurisdiction.   The motion is granted as to all other grounds claimed.   Motion to dismiss # 116 by the Investment Company defendants and Employee defendants is granted on all grounds claimed as to the respective defendants.

So ordered.

BY THE COURT

Shaban, J.

FOOTNOTES

FN1. The SBA defendants are:  SBA Communications Corporation;  SBA, Inc.;   SBA–Acquisition 2008–2, Inc.;   SBA Infrastructure Holdings, Inc.;   SBA Infrastructure Holdings II, Inc.;   Optasite Towers, LLC;  Optasite Towers Holding, LLC;  and Optasite Holdings, LLC.The Investment Company defendants are:  Village Ventures, Inc.;   Worcester Capital Partners, LLC;  Worcester Venture Fund, L.P.;   Point Judith Capital Partners, LLC;  Village Ventures Securities Corporation;  Village Ventures Services, Inc.;   Village Ventures;  Worcester Capital Partners;  and Point Judith.The Employee defendants are:  Sean M. Marsh, Word D. Peake III, Matthew C. Harris.In their complaint, the plaintiffs allege the following causes of action:  1) breach of contract as to the SBA defendants and Investment Company defendants;  2) breach of the covenant of good faith and fair dealings as to the SBA defendants and Investment Company defendants;  3) unjust enrichment as to the SBA defendants and Investment Company defendants;  4) breach of contract as to the Employee defendants;  5) breach of the covenant of good faith and fair dealings as to the Employee defendants;  6) unjust enrichment as to the Employee defendants;  7) breach of contract of separation as to the SBA defendants and Ross;  8) breach of fiduciary duty as to the SBA defendants and Investment Company defendants;  9) fraudulent misrepresentation as to all the defendants;  10) negligent misrepresentation as to all the defendants;  11) tortious interference with contract as to the Investment Company defendants and Employee defendants;  12) tortious interference with a business expectancy as to the Investment Companies defendants, Employee defendants, and Ross;  13) conversion as to the SBA defendants;  14) replevin as to the SBA defendants;  and 15) violation of Connecticut Unfair Trade Practices Act, General Statutes § 42–110b, et seq., as to the SBA defendants and Investment Company defendants..  FN1. The SBA defendants are:  SBA Communications Corporation;  SBA, Inc.;   SBA–Acquisition 2008–2, Inc.;   SBA Infrastructure Holdings, Inc.;   SBA Infrastructure Holdings II, Inc.;   Optasite Towers, LLC;  Optasite Towers Holding, LLC;  and Optasite Holdings, LLC.The Investment Company defendants are:  Village Ventures, Inc.;   Worcester Capital Partners, LLC;  Worcester Venture Fund, L.P.;   Point Judith Capital Partners, LLC;  Village Ventures Securities Corporation;  Village Ventures Services, Inc.;   Village Ventures;  Worcester Capital Partners;  and Point Judith.The Employee defendants are:  Sean M. Marsh, Word D. Peake III, Matthew C. Harris.In their complaint, the plaintiffs allege the following causes of action:  1) breach of contract as to the SBA defendants and Investment Company defendants;  2) breach of the covenant of good faith and fair dealings as to the SBA defendants and Investment Company defendants;  3) unjust enrichment as to the SBA defendants and Investment Company defendants;  4) breach of contract as to the Employee defendants;  5) breach of the covenant of good faith and fair dealings as to the Employee defendants;  6) unjust enrichment as to the Employee defendants;  7) breach of contract of separation as to the SBA defendants and Ross;  8) breach of fiduciary duty as to the SBA defendants and Investment Company defendants;  9) fraudulent misrepresentation as to all the defendants;  10) negligent misrepresentation as to all the defendants;  11) tortious interference with contract as to the Investment Company defendants and Employee defendants;  12) tortious interference with a business expectancy as to the Investment Companies defendants, Employee defendants, and Ross;  13) conversion as to the SBA defendants;  14) replevin as to the SBA defendants;  and 15) violation of Connecticut Unfair Trade Practices Act, General Statutes § 42–110b, et seq., as to the SBA defendants and Investment Company defendants.

FN2. No written contract was appended to any motion to dismiss or presented as evidence at the hearing..  FN2. No written contract was appended to any motion to dismiss or presented as evidence at the hearing.

FN3. These businesses are not relevant to the allegations of the complaint..  FN3. These businesses are not relevant to the allegations of the complaint.

FN4. The corporate history of each defendant is set forth by the affidavit of Thomas P. Hunt, # 112.   The addresses at which each defendant was served are found in the return of service # 100.33..  FN4. The corporate history of each defendant is set forth by the affidavit of Thomas P. Hunt, # 112.   The addresses at which each defendant was served are found in the return of service # 100.33.

FN5. The corporate history of each defendant is set forth by the affidavits of Sean Marsh on behalf of Point Judith Capital, # 119;  of Matthew Harris on behalf of Village Ventures, # 121;  and of Word D. Peake III on behalf of Worcester Ventures, # 123.   The addresses at which each defendant was served are found in the return of service, # 100.33..  FN5. The corporate history of each defendant is set forth by the affidavits of Sean Marsh on behalf of Point Judith Capital, # 119;  of Matthew Harris on behalf of Village Ventures, # 121;  and of Word D. Peake III on behalf of Worcester Ventures, # 123.   The addresses at which each defendant was served are found in the return of service, # 100.33.

FN6. The biographical information of each Employee defendant is set forth by the affidavits of Sean M. Marsh, # 118;  of Matthew Harris, # 120;  and of Word D. Peake III, # 122.   The addresses at which each defendant was served are found in the return of service, # 100.33..  FN6. The biographical information of each Employee defendant is set forth by the affidavits of Sean M. Marsh, # 118;  of Matthew Harris, # 120;  and of Word D. Peake III, # 122.   The addresses at which each defendant was served are found in the return of service, # 100.33.

FN7. The biographical information of James Ross is set forth by the verified complaint, # 100.31 ¶ 8.   The address at which he was served is found in the return of service, # 100.33..  FN7. The biographical information of James Ross is set forth by the verified complaint, # 100.31 ¶ 8.   The address at which he was served is found in the return of service, # 100.33.

FN8. Following the hearing, the plaintiffs withdrew their claims against SBA Infrastructure Holding, Inc. and Optasite Holdings, LLC. See pleading # 147..  FN8. Following the hearing, the plaintiffs withdrew their claims against SBA Infrastructure Holding, Inc. and Optasite Holdings, LLC. See pleading # 147.

FN9. Delaware and Florida law holds the same.   See Del.Code Ann. tit. 8, § 259;  Fla. Stat. § 607.1106..  FN9. Delaware and Florida law holds the same.   See Del.Code Ann. tit. 8, § 259;  Fla. Stat. § 607.1106.

FN10. During oral arguments the parties referenced General Statutes § 33–929 as the authority for service upon a limited liability company.   However, General Statutes § 34–224 and § 34–225 appear to control service upon such entities as § 33–929 deals with foreign corporations.   Subsections (b) and (c) of § 33–929 provides the following in part:  “A foreign corporation may be served by any proper officer or other person lawfully empowered to make service by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office ․ When the Secretary of the State and his successors in office have been appointed a foreign corporation's registered agent, a foreign corporation may be served by any proper officer or other person lawfully empowered to make service by leaving two true and attested copies thereof together with the required fee at the office of the Secretary of the State or depositing the same in the United States mail, by registered or certified mail, postage prepaid, addressed to said office.”   Even reading the complaint favorably to the plaintiffs, it appears the plaintiffs have failed to satisfy either § 33–929 or § 34–225..  FN10. During oral arguments the parties referenced General Statutes § 33–929 as the authority for service upon a limited liability company.   However, General Statutes § 34–224 and § 34–225 appear to control service upon such entities as § 33–929 deals with foreign corporations.   Subsections (b) and (c) of § 33–929 provides the following in part:  “A foreign corporation may be served by any proper officer or other person lawfully empowered to make service by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office ․ When the Secretary of the State and his successors in office have been appointed a foreign corporation's registered agent, a foreign corporation may be served by any proper officer or other person lawfully empowered to make service by leaving two true and attested copies thereof together with the required fee at the office of the Secretary of the State or depositing the same in the United States mail, by registered or certified mail, postage prepaid, addressed to said office.”   Even reading the complaint favorably to the plaintiffs, it appears the plaintiffs have failed to satisfy either § 33–929 or § 34–225.

FN11. General Statutes § 34–224(b) provides the following:  “A foreign limited liability company's agent for service upon whom process may be served shall be:  (1) The Secretary of the State and his successors in office;  (2) a natural person who is a resident of this state;  (3) a domestic corporation;  (4) a foreign corporation which has procured a certificate of authority to transact business or conduct its affairs in this state;  (5) a domestic limited liability company;  (6) a foreign limited liability company which has procured a certificate of registration to transact business or conduct its affairs in this state;  (7) a domestic registered limited liability partnership;  (8) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state;  (9) a domestic statutory trust;  or (10) a statutory trust not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state.”.  FN11. General Statutes § 34–224(b) provides the following:  “A foreign limited liability company's agent for service upon whom process may be served shall be:  (1) The Secretary of the State and his successors in office;  (2) a natural person who is a resident of this state;  (3) a domestic corporation;  (4) a foreign corporation which has procured a certificate of authority to transact business or conduct its affairs in this state;  (5) a domestic limited liability company;  (6) a foreign limited liability company which has procured a certificate of registration to transact business or conduct its affairs in this state;  (7) a domestic registered limited liability partnership;  (8) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state;  (9) a domestic statutory trust;  or (10) a statutory trust not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state.”

FN12. General Statutes § 34–225(b) provides the following in part:  “When the Secretary of the State and the Secretary of the State's successors in office have been appointed a foreign limited liability company's agent for service of process, the foreign limited liability company may be served by any proper officer or other person lawfully empowered to make service leaving two true and attested copies of such process together with the required fee at the office of the Secretary of the State or depositing the same in the United States mail, by registered or certified mail, postage prepaid, addressed to said office ․ If it appears from the records of the Secretary of the State that such a foreign limited liability company has failed to appoint or maintain a statutory agent for service, or if it appears by affidavit attached to the process, notice or demand of the officer or other proper person directed to serve any process, notice or demand upon such a foreign limited liability company's statutory agent for service appearing on the records of the Secretary of the State that such agent cannot, with reasonable diligence, be found, service of such process, notice or demand on such foreign limited liability company may, when timely made, be made by such officer or other proper person by:  (1) Leaving a true and attested copy thereof together with the required fee at the office of the Secretary of the State or depositing the same in the United States mail, by registered or certified mail, postage prepaid, addressed to said office, and (2) depositing in the United States mail, by registered or certified mail, postage prepaid, a true and attested copy thereof, together with a statement by such officer that service is being made pursuant to this section, addressed to such foreign limited liability company at the address of the office designated in the articles of organization in the state of formation as shown on the records of such state.”.  FN12. General Statutes § 34–225(b) provides the following in part:  “When the Secretary of the State and the Secretary of the State's successors in office have been appointed a foreign limited liability company's agent for service of process, the foreign limited liability company may be served by any proper officer or other person lawfully empowered to make service leaving two true and attested copies of such process together with the required fee at the office of the Secretary of the State or depositing the same in the United States mail, by registered or certified mail, postage prepaid, addressed to said office ․ If it appears from the records of the Secretary of the State that such a foreign limited liability company has failed to appoint or maintain a statutory agent for service, or if it appears by affidavit attached to the process, notice or demand of the officer or other proper person directed to serve any process, notice or demand upon such a foreign limited liability company's statutory agent for service appearing on the records of the Secretary of the State that such agent cannot, with reasonable diligence, be found, service of such process, notice or demand on such foreign limited liability company may, when timely made, be made by such officer or other proper person by:  (1) Leaving a true and attested copy thereof together with the required fee at the office of the Secretary of the State or depositing the same in the United States mail, by registered or certified mail, postage prepaid, addressed to said office, and (2) depositing in the United States mail, by registered or certified mail, postage prepaid, a true and attested copy thereof, together with a statement by such officer that service is being made pursuant to this section, addressed to such foreign limited liability company at the address of the office designated in the articles of organization in the state of formation as shown on the records of such state.”

FN13. As noted above, Village Ventures Security Corporation was a Delaware corporation.   Under Delaware law, “[a]ll corporations ․ [that dissolve] ․ shall nevertheless be continued ․ for the term of 3 years from such ․ dissolution ․ for the purpose of prosecuting and defending suits.”  8 Del.C. § 278..  FN13. As noted above, Village Ventures Security Corporation was a Delaware corporation.   Under Delaware law, “[a]ll corporations ․ [that dissolve] ․ shall nevertheless be continued ․ for the term of 3 years from such ․ dissolution ․ for the purpose of prosecuting and defending suits.”  8 Del.C. § 278.

FN14. The plaintiffs did assert that Matthews approached Marsh regarding a proposed merger between Optasite and Pinnacle.   However, it is not clear how this particularized assertion can form the basis of any tortious conduct..  FN14. The plaintiffs did assert that Matthews approached Marsh regarding a proposed merger between Optasite and Pinnacle.   However, it is not clear how this particularized assertion can form the basis of any tortious conduct.

FN15. The action against Ross is only as an individual and not in any corporate capacity..  FN15. The action against Ross is only as an individual and not in any corporate capacity.

FN16. General personal jurisdiction refers to jurisdiction that permits the court to hear any cause of action against the defendant by nature of the defendant having continuous and systematic contacts with the state that the court is located in.   Specific jurisdiction refers to jurisdiction that arises from the defendant having certain minimum contacts with the forum state so that the court may hear a case where the issues arise from those minimum contacts..  FN16. General personal jurisdiction refers to jurisdiction that permits the court to hear any cause of action against the defendant by nature of the defendant having continuous and systematic contacts with the state that the court is located in.   Specific jurisdiction refers to jurisdiction that arises from the defendant having certain minimum contacts with the forum state so that the court may hear a case where the issues arise from those minimum contacts.

FN17. The defense has conceded that to the extent there would be successor liability in any of the SBA companies, SBA Infrastructure, LLC would be liable. (# 141, Reply in Support of SBA Defendants' Motion to Dismiss.)   The burden of establishing personal jurisdiction is on the plaintiffs and they have failed to allege that SBA Infrastructure, LLC is a successor to any of the named defendants.   Furthermore, SBA Infrastructure, LLC is not a party to this suit and therefore the court has no jurisdiction over it..  FN17. The defense has conceded that to the extent there would be successor liability in any of the SBA companies, SBA Infrastructure, LLC would be liable. (# 141, Reply in Support of SBA Defendants' Motion to Dismiss.)   The burden of establishing personal jurisdiction is on the plaintiffs and they have failed to allege that SBA Infrastructure, LLC is a successor to any of the named defendants.   Furthermore, SBA Infrastructure, LLC is not a party to this suit and therefore the court has no jurisdiction over it.

FN18. The plaintiffs did submit affidavits of Mathews and Kotfila, but neither provides specific facts to establish the defendants had contacts with Connecticut at the time of the filing of the complaint..  FN18. The plaintiffs did submit affidavits of Mathews and Kotfila, but neither provides specific facts to establish the defendants had contacts with Connecticut at the time of the filing of the complaint.

Shaban, Dan, J.