DVM v. LLC (2013)

MEMORANDUM OF DECISION RE MOTION TO STRIKE

BACKGROUND

This case arises from the termination of the plaintiff Lynelle T. Ayotte, DVM's employment by the defendant Southington Veterinary Associates, LLC (Southington Veterinary).   On November 29, 2012, the plaintiff filed a revised six-count complaint against the defendants Southington Veterinary and Rodger E. Foster, DVM.¹ The alleged factual basis of the plaintiff's revised complaint is as follows:

The plaintiff worked as a veterinarian for Southington Veterinary from November 29, 2006, when she entered into an employment contract, through April 6, 2012.   The defendant Foster is the principal and sole member of Southington Veterinary.   On April 6, 2012, the plaintiff's employment status was suddenly and without warning terminated by the defendants, even though the plaintiff's employment contract required three months written notice if the contract was to be terminated or not renewed.

During the course of the plaintiff's employment at Southington Veterinary, she discovered situations in which the defendants provided veterinary care for animal-patients that fell below the expected standard of care.   She alleges that on several occasions the defendants failed to perform the necessary diagnostic testing required, withheld food from sick animal-patients without justification and on at least one occasion, refused surgery for an animal-patient despite the fact that it was clearly required for an abdominal blockage.

After the plaintiff brought forward her concerns over the quality of care for the animal-patients, she claims she was subjected to an increasing pattern of harassment.   The defendants began scheduling her for the most difficult work shifts despite her seniority status, including holidays and weekends.   The defendants also began nitpicking most aspects of her performance and making disparaging comments about her to other employees.   Finally, the defendants wrongfully discharged her from employment.   As a result, she has suffered a loss of income, retirement benefits and the benefits of employment.   Additionally, she has suffered emotional distress and a loss of quality of life.

On December 20, 2012, the defendants filed a motion to strike counts two through six of the plaintiff's revised complaint, together with a memorandum of law in support.   The plaintiff filed an objection to the motion to strike and a corresponding memorandum of law on January 25, 2013.   On that same date, the plaintiff also filed exhibits.   On February 26, 2013, the defendants filed a reply memorandum.   The matter was heard at short calendar on March 11, 2013.

DISCUSSION

“The purpose of a motion to strike is to contest ․ the legal sufficiency of the allegations of any complaint ․ to state a claim upon which relief can be granted.”  (Internal quotation marks omitted.)  Fort Trumbull Conservancy, LLC v. Alves, 262 Conn. 480, 498, 815 A.2d 1188 (2003).  “A motion to strike challenges the legal sufficiency of a pleading, and, consequently, requires no factual findings by the trial court.”  (Internal quotation marks omitted.)   Lestorti v. DeLeo, 298 Conn. 466, 472, 4 A.3d 269 (2010).  “It is fundamental that in determining the sufficiency of a complaint challenged by a defendant's motion to strike, all well-pleaded facts and those facts necessarily implied from the allegations are taken as admitted ․ Indeed, pleadings must be construed broadly and realistically, rather than narrowly and technically.”  (Internal quotation marks omitted.)   Connecticut Coalition for Justice in Education Funding, Inc. v. Rell, 295 Conn. 240, 252–53, 990 A.2d 206 (2010).  “If any facts provable under the express and implied allegations in the plaintiff's complaint support a cause of action ․ the complaint is not vulnerable to a motion to strike”;  Bouchard v. People's Bank, 219 Conn. 465, 471, 594 A.2d 1 (1991);  but “[a] motion to strike is properly granted if the complaint alleges mere conclusions of law that are unsupported by the facts alleged.”  (Internal quotation marks omitted.)  Bridgeport Harbour Place I, LLC v. Ganim, 303 Conn. 205, 213, 32 A.3d 296 (2011).

I

The defendants have moved to strike count two, which sounds in breach of contract as to Foster, as legally insufficient because the plaintiff's employer, Southington Veterinary Associates, is a limited liability company, and plaintiff has not alleged the elements required to pierce the corporate veil.   The plaintiff counters that her contract is between the plaintiff and Foster in an individual capacity and that there is no reference to him signing the document in a representative capacity.   The plaintiff additionally argues that while the contract refers to “Southington Veterinary Associates,” there is no indication of the entity's nature as a corporation, limited liability company or other entity.   The defendants counter that the plaintiff has made a speaking objection by attaching the employment contract as an exhibit to her objection to the motion to strike, that the plaintiff alleged the existence of the corporation in her revised complaint, and that the plaintiff has failed to allege any facts which would hold Foster individually liable under a breach of contract claim.

A

As a threshold matter, the court considers the plaintiff's inclusion of her employment contract as an exhibit to her memorandum in opposition.  “[A] motion to strike is essentially a procedural motion that focuses solely on the pleadings.   Because the issues concern the granting of a motion to strike, [the court is] limited to and must accept as true the facts alleged in the plaintiffs' ․ complaint ․ It is, therefore, improper for the court to consider material outside of the pleading that is being challenged by the motion.”  (Citation omitted;  internal quotation marks omitted.)  Zirinsky v. Zirinsky, 87 Conn.App. 257, 271–72, 865 A.2d 488, cert. denied, 273 Conn. 916, 871 A.2d 372 (2005).

“It is well established that a motion to strike must be considered within the confines of the pleadings and not external documents, such as the agreement between the parties.  [The court is] limited ․ to a consideration of the facts alleged in the complaint.   A ‘speaking’ motion to strike (one imparting facts outside the pleadings) will not be granted.”  (Internal quotation marks omitted.)  Zirinsky v. Zirinsky, supra, 87 Conn.App. 268–69 n.9. “The same principles apply to a ‘speaking’ [o]bjection to a[m]otion to [s]trike.  [A plaintiff] may not file objections to motions to strike which refer to facts and accusations not contained in the four corners of the [c]omplaint.”   Martin v. CK Investment, LLC, Superior Court, judicial district of Waterbury, Docket No. CV 06 4008920 (November 15, 2006, Gilligan, J.).

“[A]ny plaintiff desiring to make a copy of any document a part of the complaint may, without reciting it or annexing it, refer to it as Exhibit A, B, C, etc., as fully as if it had been set out at length;  but in such case the plaintiff shall serve a copy of such exhibit or exhibits on each other party to the action forthwith upon receipt of notice of the appearance of such party and file the original or copy of such exhibit or exhibits in court with proof of service on each appearing party․  Practice Book § 10–29(a).   A complaint includes all exhibits attached thereto.”  (Internal quotation marks omitted.)   Tracy v. New Milford Public Schools, 101 Conn.App. 560, 566, 922 A.2d 280, cert. denied, 284 Conn. 910, 931 A.2d 935 (2007).

In the present case, there is no indication that the employment contract was ever attached to or referenced as an exhibit in the plaintiff's revised complaint.   Rather, the contract was filed as “Exhibit A” on the same date that the plaintiff filed her memorandum of law in opposition to the defendant's motion to strike, January 25, 2013, or two months after the revised complaint was filed.   Accordingly, the court is unable to consider the contents of said exhibit, or other references to facts not contained in the four corners of the complaint.

B

Turning to the merits of defendant's motion to strike count two, the issue before the court is whether the plaintiff has pled facts in her revised complaint sufficient to state a claim against Foster, the principal and sole member of Southington Veterinary, for breach of contract,² either individually or as a representative of Southington Veterinary.

As to Foster's individual liability, “a member [or manager of a limited liability company], individually, is not a proper party to suit on a breach of contract claim [of a limited liability company's contract] unless ‘the object of the proceeding is to enforce a member's or manager's right against or liability to the limited liability company.’  “ Gelinas v. Fuss, Superior Court, judicial district of Windham, Docket No. CV 03 0070629 (March 19, 2004, Foley, J.), quoting General Statutes § 34–134.  “It is black letter law that an officer of a [limited liability company] who commits a tort is personally liable to the victim regardless of whether the [limited liability company] itself is liable ․ Connecticut courts, however, have not extended this doctrine to include contract actions.”  (Citation omitted;  internal quotation marks omitted.)   Fischer v. Bella–Vin Development, LLC, Superior Court, judicial district of Danbury, Docket No. CV 07 5003012 (October 10, 2008, Shaban, J.).

As to Foster's liability as a representative of Southington Veterinary, “[g]enerally, a corporation is a distinct legal entity and the stockholders are not personally liable for the acts and obligations of the corporation ․ or vice versa.   Courts will, however, disregard the fiction of a separate legal entity to pierce the shield of immunity afforded by the corporate structure in a situation in which the corporate entity has been so controlled and dominated that justice requires liability to be imposed on the real actor.”  (Citation omitted;  internal quotation marks omitted.)  Commissioner of Environmental Protection v. State Five Industrial Park, Inc., 304 Conn. 128, 139, 37 A.3d 724 (2012).  “A limited liability company is analogous to a corporation for purposes of piercing the corporate veil;  the identity and instrumentality rules for piercing the corporate veil apply equally to limited liability companies and corporations.”  Sturm v. Harb Development, LLC, 298 Conn. 124, 131 n.7, 2 A.3d 859 (2010).

“[V]eil piercing is not lightly imposed.  [C]orporate veils exist for a reason and should be pierced only reluctantly and cautiously.   The law permits the incorporation of businesses for the very purpose of isolating liabilities among separate entities ․ Accordingly, the corporate veil is pierced only under exceptional circumstances, for example, where the corporation is a mere shell, serving no legitimate purpose, and used primarily as an intermediary to perpetuate fraud or promote injustice.”  (Citations omitted;  internal quotation marks omitted.)  Commissioner of Environmental Protection v. State Five Industrial Park, Inc., supra, 304 Conn. 139–40.  “Although Superior Court decisions differ as to what extent a complaint must allege the elements of the instrumentality rule or the identity rule,³ the decisions are consistent in holding that, at a minimum, the complaint must allege a sufficient factual basis for a court to pierce the corporate veil.”  (Internal quotation marks omitted.)   Ward v. RAK Construction, LLC, Superior Court, judicial district of Ansonia–Milford at Derby, Docket No. CV 09 5010067 (April 8, 2010, Bellis, J.).  “[C]ourts have repeatedly denied claims for piercing the corporate veil where the allegations merely set forth legal conclusions that are unsupported by particularized facts.”  (Internal quotation marks omitted.)   Goldblatt, Marquette & Rashba, P.C. v. Ford, Superior Court, judicial district of New Haven, Docket No. CV 09 6005583 (June 25, 2012, Wilson, J.).

In Ward v. RAK Construction, LLC, supra, Superior Court, Docket No. CV 095010067, the court stated that “[a]lleging that [the individual defendant] owns 100% of the interest in [the corporate defendant] ․ [and] [that] [the individual defendant] is the sole member of [the corporate defendant] [was] insufficient to satisfy the first element of the instrumentality test because [the] allegations [did] not establish that [the individual defendant's] control reached the necessary level of complete domination.   Moreover, the plaintiffs ․ failed to allege facts which show[ed] how [the individual defendant's] control and domination of [the corporate defendant] proximately caused the injuries or unjust losses complained of.   The plaintiffs' remaining allegations constitute[d] little more than a recital of some of the elements of the instrumentality rule.   A motion to strike is properly granted if the complaint alleges mere conclusions of law that are unsupported by the facts alleged.”  (Internal quotation marks omitted.)  Id. The Ward court granted the defendant's motion to strike the relevant count.  Id.

Similarly, in Fischer v. Bella–Vin Development, LLC, supra, Superior Court, Docket No. CV 07 5003012, the court found that the plaintiffs' allegations that “[a]t all relevant times the [individual] defendant ․ was the controlling member of the [corporate] defendant” and “[a]t all relevant times any act or omission by [the corporate defendant] was done by the [individual] defendant” were insufficient to satisfy the instrumentality or identity rules.  (Internal quotation marks omitted.)  Id. The court held that “[w]hile the plaintiffs may have alleged that [the individual] defendant ․ was in control of [the corporate defendant] and its principal actor, there [was] no contention that [the individual defendant's] control reached a level of complete domination such that there was no distinction between the limited liability company and [the individual] defendant ․ Consequently, element one of the instrumentality test [was] not ․ established by the plaintiffs' allegations.   Moreover, the plaintiffs ․ failed to provide any allegations that would demonstrate a complete unity of interest between [the corporate defendant] and [the individual defendant], and, therefore, the identity test [was] also not satisfied.”  Id.

In the present case, the plaintiff's complaint alleges that “[a]t all pertinent times complained of, during the period of November 29, 2006, through April 6, 2012, the plaintiff ․ was employed as a Veterinarian by the defendant, [Southington Veterinary].”   The plaintiff alleges that “[i]n or around November 29, 2006, the plaintiff ․ entered into an employment contract.   Pursuant to that contract [the plaintiff] performed duties as a veterinarian for [Southington Veterinary].”   There are no facts alleged that support the assertion that Foster was either a party to the contract or that the plaintiff's employment contract was between her and Foster in an individual capacity.   While the plaintiff does allege that “[o]n or about April 6, 2012, the [plaintiff's] ․ employment status was suddenly and without warning terminated by the defendant, Foster,” this does not indicate anything about Foster's connection as a party to the contract.   Similar to the allegations in Ward and Fischer, the only facts alleged in the revised complaint that are relevant to piercing the corporate veil are that “Foster ․ was the principal and sole member of the business known as Southington Veterinary ․” and again that Foster terminated her employment status himself.   Additionally, despite her argument to the contrary, the plaintiff does allege in her complaint that Southington Veterinary is a domestic limited liability company.   These allegations alone are not enough to satisfy the instrumentality or identity rules under the law of piercing the corporate veil, nor has the plaintiff pled facts establishing the complete domination or unity of interest required to satisfy these rules.   As the plaintiff has not pleaded sufficient facts to impute liability to Foster for a breach of contract as a representative of Southington Veterinary, the defendant's motion to strike count two is granted.

II

Defendants move to strike count three, which sounds in wrongful termination as to Southington Veterinary, and count four, which sounds in wrongful termination as to Foster, as legally insufficient because the plaintiff has not alleged any facts which support a violation of a clear and important public policy.   The defendants move to strike count three on the additional ground that the plaintiff cannot allege both wrongful termination and a breach of contract because the existence of an employment contract forecloses the possibility of having a wrongful termination claim, which is only available to at-will employees.   The plaintiff counters that she alleges that the defendants provided the animals they treated with less than the appropriate standard of care and at times were cruel to the animals, asserting that such conduct not only violates the public policy against mistreatment of animals, but also violates the statutory provisions providing for licensing and license renewal pursuant to General Statutes §§ 20–198 ⁴ and 20–202.⁵  The plaintiff also argues that “[w]hile there is an employment contract in this matter, the relationship here is, for all intents and purposes, an at-will employment as the contract allows termination, with three months notice, for any reason.”   The defendants reply that nowhere in the plaintiff's complaint does she allege that she reported activities in connection with any particular statute, and that both statutes deal with the practice of veterinary medicine without a license, concerning which there are no allegations.   The defendants also argue that “[t]here is no statutory or constitutional right related to alleged complaints,” nor “any judicially conceived notion of public policy related to an alleged termination because of complaints to an employer,” “about the standard of care of animals or the alleged nitpicking of an employee.”

A

The court first addresses the plaintiff's employment status and its impact on the availability of a wrongful termination cause of action.   In general, the right to recover in tort for wrongful termination extends only to employees at will.  D'Ulisse–Cupo v. Board of Directors of Notre Dame High School, 202 Conn. 206, 211 n.1, 520 A.2d 217 (1987).  “In Connecticut, an employer and employee have an at-will employment relationship in the absence of a contract to the contrary.   Employment at will grants both parties the right to terminate the relationship for any reason, or no reason, at any time without fear of legal liability ․ Parties must specifically contract for a right to be terminated only for cause ․ Employment contracts of indefinite duration are terminable at the will of either party ․” (Citations omitted;  internal quotation marks omitted).  Cruz v. Visual Perceptions, LLC, 136 Conn.App. 330, 338, 46 A.3d 209 (2012).  “[T]he employment at-will rule will not apply when the employer and employee have expressly agreed, subject to traditional contract formation principles, that employment will be for a specified duration or term.”  Id., 339, quoting parenthically S. Harris, 14 Connecticut Practice Series:  Connecticut Employment Law (2005) § 1.2, p. 3.

In the present case, the plaintiff alleges that “in or around November 29, 2006, [she] entered into an employment contract,” and that said contract “required that [the plaintiff] receive three months written notice if [it was] terminated or not renewed.”   There is nothing alleged regarding the longevity or permanency of the employment contract.   Accordingly, reading the complaint in the manner most favorable to sustaining its legal sufficiency, the court considers the plaintiff's employment contract to be for an indefinite term.   As such, the plaintiff may allege wrongful termination as an at-will employee if this claim is otherwise legally sufficient.

B

The court next considers whether plaintiff's wrongful termination claims are otherwise legally sufficient under the public policy exception to the general proposition that contracts for an indefinite term of employment are terminable at will.

“In Sheets v. Teddy's Frosted Foods, Inc., 179 Conn. 471, 427 A.2d 385 (1980), [the Connecticut Supreme Court] recognized that it is a general proposition that contracts of permanent employment, or for an indefinite term, are terminable at will ․ In Sheets, however, this court recognized a common-law cause of action in tort for the discharge of an at will employee if the former employee can prove a demonstrably improper reason for dismissal, a reason whose impropriety is derived from some important violation of public policy.”  (Emphasis in original;  citations omitted;  internal quotation marks omitted.)  Burnham v. Karl & Gelb, P.C., 252 Conn. 153, 158–59, 745 A.2d 178 (2000).

“In interpreting this exception, we note our adherence to the principle that the public policy exception to the general rule allowing unfettered termination of an at-will employment relationship is a narrow one ․ We are mindful that courts should not lightly intervene to impair the exercise of managerial discretion or to foment unwarranted litigation ․ The cases which have established a tort or contract remedy for employees discharged for reasons violative of public policy have relied upon the fact that in the context of their case the employee was otherwise without remedy and that permitting the discharge to go unredressed would leave a valuable social policy to go unvindicated.”  (Citations omitted;  internal quotation marks omitted.)   Id., 159–60.

“[S ]heets and its progeny refer generally to violations of public policy as expressed in explicit statutory or constitutional provisions, or judicial decisions.”  Faulkner v. United Technologies Corp., 240 Conn. 576, 585, 693 A.2d 293 (1997).

“In evaluating [wrongful discharge] claims, [the court] look[s] to see whether the plaintiff has ․ alleged that his discharge violated any explicit statutory or constitutional provision ․ or whether he alleged that his dismissal contravened any judicially conceived notion of public policy.”   (Citations omitted;  internal quotation marks omitted.)  Thibodeau v. Design Group One Architects, LLC, 260 Conn. 691, 699, 802 A.2d 731 (2002).   In view of the narrowness of the exception, Connecticut courts have rejected claims of wrongful discharge that have not been predicated upon an employer's violation of “an important and clearly articulated public policy.”  Id., 701.

“Given the inherent vagueness of the concept of public policy, it is often difficult to define precisely the contours of the exception.”  Morris v. Hartford Courant Co., 200 Conn. 676, 680, 513 A.2d 66 (1986).  “This public policy exception to the employment at will rule carved out in Sheets attempts to balance the competing interests of employer and employee.   Under the exception, the employee has the burden of pleading and proving that his dismissal occurred for a reason violating public policy.”  Id., 679.

In counts three and four of her revised complaint, the plaintiff has alleged that “the defendant provided veterinary care for [animal-patients] that fell below the standard of care expected for the situation in question,” “[t]hat on several occasions [Southington Veterinary/Foster] failed to perform the necessary diagnostic testing required for the situation at hand,” “[t]hat on several occasions [Southington Veterinary/Foster] withheld food from a sick [animal-patient] without justification,” and “[t]hat on at least one occasion [Southington Veterinary/Foster] refused surgery for an [animal-patient] despite the fact that it was clearly required for an abdominal blockage.”

The plaintiff did not, however, allege in her complaint that her termination violated an important public policy against the mistreatment of animals but rather, raised this argument for the first time in her memorandum of law in opposition to the defendants' motion to strike.   Therein plaintiff also newly identifies General Statutes §§ 20–198 and 20–202,⁶ which were not alleged in her complaint, as supporting her assertion that her termination claim violated said public policy.⁷  Moreover, the plaintiff's entire argument in her brief on this issue consisted of a single conclusory statement that “[t]his [the defendants'] conduct not only violates public policy against mistreatment of animals, it also violates the statutory provisions providing for the licensing and renewal of said licenses pursuant to [General Statutes] §§ 20–198 and 20–202.”   The plaintiff provided no citation of authorities, substantive discussion of the issue, or any legal analysis whatsoever in support of her bare assertion.   Accordingly, the court deems this issue to be abandoned by the plaintiff.

“[The court is] not required to review issues that have been improperly presented to [the] court through an inadequate brief ․ Analysis, rather than mere abstract assertion, is required in order to avoid abandoning an issue by failure to brief the issue properly ․ Where a claim is asserted in the statement of issues but thereafter receives only cursory attention in the brief without substantive discussion or citation of authorities, it is deemed to be abandoned.”  (Citations omitted;  internal quotation marks omitted.)   Merchant v. State Ethics Commission, 53 Conn.App. 808, 818, 733 A.2d 287 (1999).   These same principles apply to claims raised in the trial court.   Connecticut Light & Power v. Dept. of Public Utility Control, 266 Conn. 108, 120 (2003).

Although the court finds that plaintiff has abandoned these claims, the court also observes that they appear to be untenable.   While acknowledging that society has an interest in preventing the mistreatment of animals, the court fails to see how the defendants' alleged conduct violates a public policy clearly expressed in § 20–198, which concerns qualifications for examination and denial of eligibility for veterinary licensure.

Similarly, § 20–202 governs the discipline of the veterinary profession, and recites a list of violations for which the Connecticut Board of Veterinary Medicine may take disciplinary action against holders of veterinary licenses or certificates;  it is not clear to the court that this statute articulates or otherwise reflects a recognized public policy against animal mistreatment.⁸

The defendant's motion to strike as to counts three and four is granted.

III

The defendants also move to strike counts five and six, which allege harassment of the plaintiff by the defendants, as legally insufficient because our courts have not recognized a separate cause of action for harassment under Connecticut law.   The plaintiff counters that harassment actions are recognized in Connecticut employment cases and emotional distress cases, and that she has alleged that she suffered emotional distress as a result of the harassment.   The defendants respond that the case law clearly states that no such independent cause of action has been recognized outside of claims related to harassment in discrimination or retaliation for discriminatory treatment based upon statutory violations, and that the plaintiff has made no such allegations in her complaint.

“Connecticut has not recognized a civil cause of action for harassment.   While harassment is recognized in our criminal penal code and in cases pertaining to discrimination and harassment in the employment context, this recognition of harassment is based upon statutory violations.   Harassing behavior has been alleged in causes of action for emotional distress, but Connecticut has yet to recognize a separate cause of action for harassment.”  (Internal quotation marks omitted.)   Thomas v. Rogers, Superior Court, judicial district of Litchfield, Docket No. CV 12 5007354 (May 22, 2012, Pickard, J.).

In the present case, the plaintiff alleged neither employment discrimination nor a statutory violation connected to her claims of harassment, as is required in the employment context.   Additionally, while the plaintiff has alleged in counts five and six that she suffered emotional distress as a result of defendants' harassment, the court does not agree that she accordingly has also stated a cause of action for emotional distress.⁹

The defendant's motion to strike counts five and six is granted.

CONCLUSION

For the foregoing reasons, the defendants' motion to strike counts two, three, four, five and six of the plaintiff's revised complaint is granted.

BY THE COURT

Gleeson, J.

FOOTNOTES

FN1. The first count sounds in breach of contract as to Southington Veterinary.   The relevant counts for purposes of this decision are:  count two, sounding in breach of contract as to Foster;  count three, sounding in wrongful termination as to Southington Veterinary;  count four, sounding in wrongful termination as to Foster;  count five, sounding in harassment as to Southington Veterinary;  and count six, sounding in harassment as to Foster..  FN1. The first count sounds in breach of contract as to Southington Veterinary.   The relevant counts for purposes of this decision are:  count two, sounding in breach of contract as to Foster;  count three, sounding in wrongful termination as to Southington Veterinary;  count four, sounding in wrongful termination as to Foster;  count five, sounding in harassment as to Southington Veterinary;  and count six, sounding in harassment as to Foster.

FN2. “The elements of a breach of contract action are the formation of an agreement, performance by one party, breach of the agreement by the other party and damages.”  (Internal quotation marks omitted.)  300 State, LLC v. Hanafin, 140 Conn.App. 327, 330, 59 A.3d 287 (2013)..  FN2. “The elements of a breach of contract action are the formation of an agreement, performance by one party, breach of the agreement by the other party and damages.”  (Internal quotation marks omitted.)  300 State, LLC v. Hanafin, 140 Conn.App. 327, 330, 59 A.3d 287 (2013).

FN3. “When determining whether piercing the corporate veil is proper, our Supreme Court has endorsed two [rules]:  the instrumentality [rule] and the identity [rule].”  (Internal quotation marks omitted.)  Mountview Plaza Associates, Inc. v. World Wide Pet Supply, Inc., 76 Conn.App. 627, 633, 820 A.2d 1105 (2003).  “The instrumentality rule requires, in any case but an express agency, proof of three elements:  (1)[c]ontrol, not mere majority or complete stock control, but complete domination, not only of finances but of policy and business practice in respect to the transaction attacked so that the corporate entity as to this transaction had at the time no separate mind, will or existence of its own;  (2) that such control must have been used by the defendant to commit fraud or wrong, to perpetrate the violation of a statutory or other positive legal duty, or a dishonest or unjust act in contravention of [the] plaintiff's legal rights;  and (3) that the aforesaid control and breach of duty must proximately cause the injury or unjust loss complained of ․“The identity rule has been stated as follows:  If [the] plaintiff can show that there was such a unity of interest and ownership that the independence of the corporations had in effect ceased or had never begun, an adherence to the fiction of separate identity would serve only to defeat justice and equity by permitting the economic entity to escape liability arising out of an operation conducted by one corporation for the benefit of the whole enterprise.”  (Internal quotation marks omitted.)  Naples v. Keystone Building & Development Corp., 295 Conn. 214, 232, 990 A.2d 326 (2010)..  FN3. “When determining whether piercing the corporate veil is proper, our Supreme Court has endorsed two [rules]:  the instrumentality [rule] and the identity [rule].”  (Internal quotation marks omitted.)  Mountview Plaza Associates, Inc. v. World Wide Pet Supply, Inc., 76 Conn.App. 627, 633, 820 A.2d 1105 (2003).  “The instrumentality rule requires, in any case but an express agency, proof of three elements:  (1)[c]ontrol, not mere majority or complete stock control, but complete domination, not only of finances but of policy and business practice in respect to the transaction attacked so that the corporate entity as to this transaction had at the time no separate mind, will or existence of its own;  (2) that such control must have been used by the defendant to commit fraud or wrong, to perpetrate the violation of a statutory or other positive legal duty, or a dishonest or unjust act in contravention of [the] plaintiff's legal rights;  and (3) that the aforesaid control and breach of duty must proximately cause the injury or unjust loss complained of ․“The identity rule has been stated as follows:  If [the] plaintiff can show that there was such a unity of interest and ownership that the independence of the corporations had in effect ceased or had never begun, an adherence to the fiction of separate identity would serve only to defeat justice and equity by permitting the economic entity to escape liability arising out of an operation conducted by one corporation for the benefit of the whole enterprise.”  (Internal quotation marks omitted.)  Naples v. Keystone Building & Development Corp., 295 Conn. 214, 232, 990 A.2d 326 (2010).

FN4. General Statutes § 20–198(a) provides in relevant part:  “No person shall be granted a license to practice veterinary medicine, surgery or dentistry until the department finds that such person (1) was graduated with the degree of doctor of veterinary medicine, or its equivalent, from a school of veterinary medicine, surgery or dentistry which, at the time such person graduated, was accredited by the American Veterinary Medical Association, or (2) if graduated from a school located outside of the United States, its territories or Canada, graduated from a program acceptable to the American Veterinary Medical Association as required to receive certification by the Educational Commission for Foreign Veterinary Graduates ․”.  FN4. General Statutes § 20–198(a) provides in relevant part:  “No person shall be granted a license to practice veterinary medicine, surgery or dentistry until the department finds that such person (1) was graduated with the degree of doctor of veterinary medicine, or its equivalent, from a school of veterinary medicine, surgery or dentistry which, at the time such person graduated, was accredited by the American Veterinary Medical Association, or (2) if graduated from a school located outside of the United States, its territories or Canada, graduated from a program acceptable to the American Veterinary Medical Association as required to receive certification by the Educational Commission for Foreign Veterinary Graduates ․”

FN5. General Statutes § 20–202 provides in relevant part:  “After notice and opportunity for hearing as provided in the regulations established by the Commissioner of Public Health, said board may take any of the actions set forth in section 19a–17 for any of the following causes ․ (2) proof that the holder of such license or certificate has become unfit or incompetent or has been guilty of cruelty, unskillfulness or negligence towards animals and birds ․” General Statutes § 19a–17 specifies disciplinary actions that departments, boards and commissions may take “based on conduct that occurred prior or subsequent to the issuance of a permit or a license upon finding the existence of good cause ․” General Statutes § 19a–17..  FN5. General Statutes § 20–202 provides in relevant part:  “After notice and opportunity for hearing as provided in the regulations established by the Commissioner of Public Health, said board may take any of the actions set forth in section 19a–17 for any of the following causes ․ (2) proof that the holder of such license or certificate has become unfit or incompetent or has been guilty of cruelty, unskillfulness or negligence towards animals and birds ․” General Statutes § 19a–17 specifies disciplinary actions that departments, boards and commissions may take “based on conduct that occurred prior or subsequent to the issuance of a permit or a license upon finding the existence of good cause ․” General Statutes § 19a–17.

FN6. Both statutes are part of Title 20, entitled “Professional and Occupational Licensing, Certification, Title Protection and Registration.   Examining Boards,” and Chapter 384, entitled “Veterinary Medicine.”.  FN6. Both statutes are part of Title 20, entitled “Professional and Occupational Licensing, Certification, Title Protection and Registration.   Examining Boards,” and Chapter 384, entitled “Veterinary Medicine.”

FN7. See generally section IA, above, regarding speaking objections..  FN7. See generally section IA, above, regarding speaking objections.

FN8. Indeed, the legislative history surrounding the construction of this statute and causes for disciplinary action supports the notion that it was passed primarily to regulate the veterinary profession.  “This bill was drawn with the intention of bringing the practice of [veterinary] medicine within the same controls and under the same type of act by which the medical and dental professions are governed today.”   7 H.R. Proc., Pt. 3, 1957 Sess., p. 1763.  “[T]his bill has to do with the practice of veterinary medicine and is much needed to bring order in the practice of veterinary medicine in the [s]tate.”   7 S. Proc., Pt. 3, 1957 Sess., pp. 1890–91.  “It ․ protects the veterinarians and allows them to continue as a profession ․ [C]learly, we need a strong and well ordered veterinarian profession in this [s]tate ․” 7 S. Proc., supra, p. 1893.  “The Connecticut Veterinarian Society for many years has done nothing or asked nothing in the form of legislation.   They are now attempting to bring their practice up to date so that their board will have more power over their members ․” Conn. Joint Standing Committee Hearings, Judiciary & Governmental Functions, Pt. 2, 1957 Sess., p. 596.  “The [b]oard feels the proposed amended changes will greatly facilitate and give more efficient administration to veterinary public health and human public health in Connecticut ․ It is much needed [to] maintain a high level of veterinarian service to Connecticut.”   Conn. Joint Standing Committee Hearings, supra, p. 600.   There is no reference to a public policy against the mistreatment of animals in this legislative history..  FN8. Indeed, the legislative history surrounding the construction of this statute and causes for disciplinary action supports the notion that it was passed primarily to regulate the veterinary profession.  “This bill was drawn with the intention of bringing the practice of [veterinary] medicine within the same controls and under the same type of act by which the medical and dental professions are governed today.”   7 H.R. Proc., Pt. 3, 1957 Sess., p. 1763.  “[T]his bill has to do with the practice of veterinary medicine and is much needed to bring order in the practice of veterinary medicine in the [s]tate.”   7 S. Proc., Pt. 3, 1957 Sess., pp. 1890–91.  “It ․ protects the veterinarians and allows them to continue as a profession ․ [C]learly, we need a strong and well ordered veterinarian profession in this [s]tate ․” 7 S. Proc., supra, p. 1893.  “The Connecticut Veterinarian Society for many years has done nothing or asked nothing in the form of legislation.   They are now attempting to bring their practice up to date so that their board will have more power over their members ․” Conn. Joint Standing Committee Hearings, Judiciary & Governmental Functions, Pt. 2, 1957 Sess., p. 596.  “The [b]oard feels the proposed amended changes will greatly facilitate and give more efficient administration to veterinary public health and human public health in Connecticut ․ It is much needed [to] maintain a high level of veterinarian service to Connecticut.”   Conn. Joint Standing Committee Hearings, supra, p. 600.   There is no reference to a public policy against the mistreatment of animals in this legislative history.

FN9. It is clear that the plaintiff has not pleaded a cause of action for negligent or intentional infliction of emotional distress “To survive a motion to strike and establish a claim of negligent infliction of emotional distress, a plaintiff is required to allege facts supporting the following elements:  (1) the defendant's conduct created an unreasonable risk of causing the plaintiff emotional distress;  (2) the plaintiff's distress was foreseeable;  (3) the emotional distress was severe enough that it might result in illness or bodily harm;  and (4) the defendant's conduct was the cause of the plaintiff's distress.”  (Internal quotation marks omitted.)   Woodcrest Condominium Ass'n. v. Ruby, Superior Court, judicial district of Waterbury, Docket No. CV 10 6004962 (January 19, 2012, Taylor, J.), quoting Carrol v. Allstate Ins. Co., 262 Conn. 433, 444, 815 A.2d 119 (2003).“In order for the plaintiff to prevail in a case for liability under ․ [intentional infliction of emotional distress], four elements must be established.   It must be shown:  (1) that the actor intended to inflict emotional distress or that he knew or should have known that emotional distress was the likely result of his conduct;  (2) that the conduct was extreme and outrageous;  (3) that the defendant's conduct was the cause of the plaintiff's distress;  and (4) that the emotional distress sustained by the plaintiff was severe.”  (Citations omitted;  internal quotation marks omitted.)  Carrol v. Allstate Ins. Co., supra, 262 Conn. 442–43..  FN9. It is clear that the plaintiff has not pleaded a cause of action for negligent or intentional infliction of emotional distress “To survive a motion to strike and establish a claim of negligent infliction of emotional distress, a plaintiff is required to allege facts supporting the following elements:  (1) the defendant's conduct created an unreasonable risk of causing the plaintiff emotional distress;  (2) the plaintiff's distress was foreseeable;  (3) the emotional distress was severe enough that it might result in illness or bodily harm;  and (4) the defendant's conduct was the cause of the plaintiff's distress.”  (Internal quotation marks omitted.)   Woodcrest Condominium Ass'n. v. Ruby, Superior Court, judicial district of Waterbury, Docket No. CV 10 6004962 (January 19, 2012, Taylor, J.), quoting Carrol v. Allstate Ins. Co., 262 Conn. 433, 444, 815 A.2d 119 (2003).“In order for the plaintiff to prevail in a case for liability under ․ [intentional infliction of emotional distress], four elements must be established.   It must be shown:  (1) that the actor intended to inflict emotional distress or that he knew or should have known that emotional distress was the likely result of his conduct;  (2) that the conduct was extreme and outrageous;  (3) that the defendant's conduct was the cause of the plaintiff's distress;  and (4) that the emotional distress sustained by the plaintiff was severe.”  (Citations omitted;  internal quotation marks omitted.)  Carrol v. Allstate Ins. Co., supra, 262 Conn. 442–43.

Gleeson, Marcia J., J.