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 PASCO COMMON CONDOMINIUM ASSOCIATION,
          INC., ET AL. v. PAUL D.
             BENSON ET AL.
                 (AC 39898)
                       Prescott, Bright and Cobb, Js.

                                  Syllabus

The plaintiffs, an association of unit owners in a common interest community
    that had been created pursuant to the Common Interest Ownership Act
    (§ 47-200 et seq.) and eighteen individual members of that association,
    brought this action alleging that the defendant B Co., the declarant, and
    the defendant B, the president and chief operating officer of B Co.,
    violated the provisions of a condominium declaration recorded by B
    Co. by, inter alia, assessing common charges against unit owners on
    the basis of a formula that deviated from the terms of the declaration.
    The condominium complex was comprised of residential and commer-
    cial units, one of which was occupied by a restaurant. Since the inception
    of the condominium complex, B was in complete control of B Co. as
    its president and chief operating officer, and he owned almost all of its
    stock. Because B owned a majority of the units in the complex, he was
    also in complete control of the association. B, however, did not act in
    conformity with the declaration in several instances, including when he
    did not follow the formula defined in the declaration for assessing
    common charges to the unit owners, he made an agreement with the
    restaurant exempting it from paying common charges, and he expended
    association funds to finance repairs to units, for management fees, and
    for vehicle and paving expenses. In 2009, pursuant to the terms of the
    declaration, control of the association transitioned from an executive
    board consisting of B and two members of his family to three directors:
    B and two unit owners. B, however, continued to direct that common
    charges be assessed pursuant to his methodology, and B Co. continued
    to amend the declaration and exercise development rights through 2013,
    when the plaintiffs filed the present action. In their answer and special
    defenses, B and B Co. alleged that all of the plaintiffs’ claims were
    barred by the three year statute of limitations applicable to tort actions
    (§ 52-577) and the six year statute of limitations applicable to contract
    actions (§ 52-576), as B Co.’s executive control of the declaration’s board
    ended in 2008, pursuant to the declaration. The trial court determined
    that the plaintiffs’ action was not time barred until 2013, when the
    plaintiffs’ commenced their action, on the ground that the misconduct
    of B and B Co. continued to that time and because the period of declarant
    control defined by statute (§ 47-245 [d]), as well as under provisions of
    the declaration, had not terminated. On the defendants’ appeal to this
    court, held:
1. The trial court incorrectly determined that the statute of limitations gov-
    erning the plaintiffs’ claims was tolled until the commencement of the
    present action, as the statute of limitations applicable to the plaintiffs’
    action against B Co. was tolled only until the period of declarant control
    ended on August 12, 2008, ten years after the declaration was recorded
    in 1998: that court improperly interpreted the declaration and applicable
    statutes to conclude that the period of declarant control could continue
    beyond the ten year limit established in § 8.10 of the declaration so long
    as one of the terminating events in § 47-245 (d) and § 8.9 of the declara-
    tion had not occurred, as that conclusion ignored the fact that, regardless
    of the occurrence of those events, B Co.’s right to appoint and remove
    executive board members expired no later than ten years after the
    recording of the declaration, and, thus, although B Co. may have engaged
    in conduct through 2013 consistent with control, its period of control
    legally ended on August 12, 2008, ten years after the declaration was
    recorded; moreover, that conclusion was supported by the language of
    § 47-245 (d), which permits a declaration to set a specific period of time
    of declarant control that can be shortened only by the occurrence of
    any of four terminating events set forth in the declaration, and it would
    contravene the legislature’s intent to permit the declaration to set a
    specific period of declarant control if that period could continue beyond
    its set expiration as a result of the declarant’s own conduct.
2. The defendants could not prevail on their claim that all of the plaintiffs’
    claims in counts one through eight were time barred: in light of this
    court’s conclusion that the statute of limitations was tolled until August
    12, 2008, and the fact that the present action was commenced almost
    five years later in July, 2013, the timeliness of the plaintiffs’ action
    was necessarily contingent on whether the three year tort statute of
    limitations in § 52-577 or the six year contract statute of limitations in
    § 52-576 applied, and, therefore, the plaintiffs’ claims that sounded in
    both tort and contract were not barred by § 52-576, which included its
    claims that B Co. had a duty to record correct unit square footage in
    the amendments to the declaration, that the defendants made a secret
    arrangement with the owner of the restaurant to exempt the restaurant
    from paying common charges, that the defendants improperly assessed
    common charges related to the improper wiring of certain common area
    lighting, and that the defendants improperly expended the funds of the
    association to finance repairs and maintenance for units and for paving
    expenses; nevertheless, the plaintiffs’ claim that the defendants engaged
    in self-dealing and that B breached his fiduciary duty by remitting associ-
    ation funds to the defendants as a management fee, and by charging
    the association for B’s personal vehicle expenses sounded in tort only
    and, thus, was barred by the statute of limitations in § 52-577.
3. The trial court improperly awarded damages to the association for com-
    mon charges that should have been assessed to the restaurant, as that
    award was inconsistent with the court’s finding that the association,
    which had collected 100 percent of the common charges to which it
    was entitled, had not been harmed or damaged by the failure of the
    restaurant to pay its share of common expenses, which damaged only
    the individual unit owners who had paid an increased amount of common
    charges as a result thereof, and because the individual unit owners did
    not seek damages, the award of damages to the association for common
    charges that should have been assessed to the restaurant was improper.
4. The trial court’s decision to pierce the corporate veil and hold B individu-
    ally liable for the misconduct of B Co. was clearly erroneous: although
    that court set forth findings with respect to the first element of the
    instrumentality rule, namely, that B exercised sufficient control over B
    Co., the court’s decision was devoid of any findings as to the second
    and third elements of the instrumentality rule, as the court, with respect
    to the second element, set forth an exhaustive list of B’s misconduct
    but made no findings that B used his control over B Co.’s corporate
    form to accomplish that misconduct, and the breaches of duty that
    the court attributed to B arose out of his direct relationship with the
    association through his position on the executive board, not through
    his role as owner of B Co., and because the plaintiffs sought only to
    hold B derivatively liable for the conduct of B Co. and B’s alleged
    misconduct did not arise out of his control of B Co., the plaintiffs failed
    to satisfy the second element of the instrumentality rule; moreover, as
    to the third element, the court’s decision did not find that B’s control
    over B Co. proximately caused the association’s injuries and B’s control
    over the association through this position on the executive board
    was insufficient.
         Argued March 7—officially released September 10, 2019

                             Procedural History

   Action to recover damages for, inter alia, alleged vio-
lations of a condominium declaration, brought to the
Superior Court in the judicial district of Hartford and
tried to the court, Scholl, J.; judgment rendered in part
for the plaintiffs, from which the defendants appealed to
this court. Reversed in part; judgment directed in part.
  Edward S. Hill, with whom were John F. Harvey, Jr.,
and P. Jo Anne Burgh, for the appellants (defendants).
  Walter A. Twachtman, Jr., for the appellees
(plaintiffs).
                          Opinion

  BRIGHT, J. The defendants, Benson Enterprises, Inc.
(declarant), and Paul D. Benson, appeal from the judg-
ment of the trial court, rendered after a bench trial, in
favor of the plaintiffs, Pasco Common Condominium
Association, Inc. (association), and eighteen individual
members of the association.1 On appeal, the defendants
claim that (1) the court incorrectly concluded that the
statute of limitations governing the plaintiffs’ claims
was tolled until the commencement of the present
action because the period of declarant control had not
terminated, (2) the plaintiffs’ action was time barred
pursuant to General Statutes § 52-577, the three year
statute of limitations applicable to tort actions,2 (3) the
court improperly awarded the association damages on
the plaintiffs’ claim that the defendants improperly
assessed common charges, and (4) the court improperly
determined that Benson individually was liable.3 We
agree with the defendants’ first, third, and fourth claims,
but we disagree in part with the defendants’ second
claim. Accordingly, we affirm in part and reverse in
part the judgment of the trial court.
   The record reveals the following relevant facts, found
by the trial court or otherwise undisputed, and proce-
dural history. On August 11, 1993, the declarant created
Pasco Common, a common interest community, pursu-
ant to the Common Interest Ownership Act (act), Gen-
eral Statutes § 47-200 et seq., by recording the Declara-
tion of Pasco Common on the land records. Pasco
Common is a condominium complex located in East
Windsor and is comprised of dozens of residential and
commercial units, one of which is occupied by a res-
taurant.
   On August 12, 1998, the declarant recorded the opera-
tive, Amended and Restated Declaration of Pasco Com-
mon (declaration). The declaration provides for the cre-
ation of the association as a Connecticut nonstock
corporation. The members of the association are the
unit owners at Pasco Common, and the association is
governed by an executive board. The executive board
has the powers and duties to act on behalf, and manage
the affairs, of the association. These powers and duties
include, among other things, to adopt and amend bylaws
and budgets, to collect common charges from unit own-
ers, and to expend the funds of the association. The
declaration also provides the declarant with develop-
mental rights,4 special declarant rights,5 and the right
to control the association.6 The declaration provides
specific time periods during which the declarant had
the authority to exercise these rights. In particular, the
special declarant rights expired no later than ten years
after the declaration was recorded. Despite these limita-
tions, between October 5, 1998, and March 19, 2013,
the declarant recorded twenty-one amendments to the
declaration, primarily to add units to Pasco Common.
   Since the inception of Pasco Common, Benson was
in complete control of the declarant because he was
its president and chief operating officer, and he owned
almost all of its stock. Between 1993 and 2009, Benson
owned a majority of the units at Pasco Common,7 and,
thus, he was in complete control of the association.
Prior to 2009, Benson, on behalf of the declarant,
appointed the executive board members, who were his
wife, Ann M. Benson, his son, Paul D. Benson, Jr., and
himself. Until at least 2009, Benson, on behalf of the
executive board, created the annual budgets for the
association, determined the monthly common charges,
decided what expenses the association would pay,
decided who was responsible for repairs to the units,
and conducted the business of the association without
regard to whether his actions were in conformance with
the terms of the declaration or the act.
   For instance, Benson, on behalf of the executive
board, assessed common charges to the unit owners
on the basis of the square footage of each unit; these
assessments, however, were improper because, inter
alia, many of the square footage figures conflicted with
the East Windsor land records. Further, unbeknownst
to the residential unit owners, Benson and the unit
owner of the restaurant, located at Pasco Common,
made a special arrangement in which they agreed that
the restaurant was exempt from paying common
charges. Benson also improperly expended the associa-
tion’s funds to finance repairs he made to units, for
management fees, for vehicle expenses, and for pav-
ing expenses.
   In 2009, shortly after the period of declarant control
provided for in the declaration ended, control of the
association transitioned from the executive board that
included Benson, his wife, and his son to an executive
board that consisted of three directors: Benson, Steven
Fowler, and Rene Dupuis. Fowler and Dupuis are unit
owners and plaintiffs. At the same time, management
of the association transitioned from the declarant to
Advance Property Management and then, in 2011, to
Elite Property Management. Nevertheless, Benson
directed the new management of the association to
continue to assess common charges pursuant to his
own methodology, as opposed to the method prescribed
by the declaration. Furthermore, the declarant contin-
ued to amend the declaration and exercise development
rights through 2013.
  In July, 2013, the plaintiffs commenced the present
action against the defendants. The plaintiffs’ operative,
amended complaint contains ten counts. In counts one
through eight, the plaintiffs allege that the declarant
violated the declaration as well as certain provisions
of the act8 by assessing common charges against unit
owners on the basis of a formula that deviated from
the terms of the declaration; issuing an inadequate,
incorrect, and misleading public offering statement; fail-
ing to keep adequate records of the association’s
finances; modifying and creating units without the
approval or notice to the executive board; failing to pay
its correct proportion of the common charges; misrep-
resenting the true nature and composition of Pasco
Common by failing to disclose that the restaurant was a
unit and that the declarant would maintain total control
over the association; amending the declaration without
notice or approval by the executive board; and creating
a garage unit. In count nine, the plaintiffs allege that
the declarant violated the Connecticut Unfair Trade
Practices Act (CUTPA), General Statutes § 42-110a et
seq. In count ten, the plaintiffs allege a piercing of the
corporate veil count against Benson. In response, the
defendants filed their operative answer and special
defenses in which they allege, inter alia, that all of the
plaintiffs’ claims were time barred pursuant to § 52-577,
the three year statute of limitations applicable to tort
actions, and/or General Statutes § 52-576, the six year
statute of limitations applicable to contract actions.9
  On October 25, 2016, after a ten day bench trial, the
court issued a memorandum of decision in which it
rendered judgment for the plaintiffs against the declar-
ant on counts one through eight, for the declarant on
count nine, and for the plaintiffs against Benson individ-
ually on count ten.10
   With respect to the defendants’ statute of limitations
special defense, the court held that the statute of limita-
tions had been tolled, pursuant to General Statutes § 47-
253 (d),11 until 2013, because the period of declarant
control, as defined by General Statutes § 47-245 (d),12
had not terminated as result of the defendants’ contin-
ued misconduct. As a result, the court held that the
plaintiffs’ action was not time barred, except for count
nine, the CUTPA claim, which the court determined
was time barred by the three year statute of limitations
because the plaintiffs had not raised their tolling claim
as to that count until after trial.13 As to the plaintiffs’
other claims, the court, in light of its conclusion that
any statute of limitations was tolled, did not make a
determination as to whether the tort, contract, or some
other statute of limitations was applicable. Conse-
quently, the court awarded the association compensa-
tory damages and ordered the defendants to take cer-
tain remedial actions. This appeal followed. Additional
facts will be set forth as necessary.
  On appeal, the defendants claim that (1) the court
incorrectly concluded that the statute of limitations
governing the plaintiffs’ claims was tolled until the com-
mencement of the present action because the period of
declarant control had not terminated, (2) the plaintiffs’
action was time barred pursuant to § 52-577, (3) the
court improperly awarded the association damages on
the plaintiffs’ claim that the defendants improperly
assessed common charges, and (4) the court improperly
determined that Benson individually was liable.
                             I
  The defendants first claim that the court incorrectly
concluded that the statute of limitations governing the
plaintiffs’ claims was tolled until the commencement
of the present action because the period of declarant
control had not terminated. The defendants argue that
the declaration set a ten year limit on the period of
declarant control, and, thus, the statute of limitations
was tolled only until 2008. They also argue that the
tolling provision, § 47-253 (d), applies only to toll claims
against the declarant, not Benson individually. The
plaintiffs counter that the court properly determined
that, notwithstanding the period provided by the decla-
ration, the period of declarant control, in fact, continued
until 2013 because the declarant continued to exercise
special declarant rights through 2013. We agree with
the defendants.
   We begin by setting forth the applicable standard
of review and relevant legal principles governing our
resolution of the defendants’ first claim. The interpreta-
tion of the relevant provisions of the act and the defini-
tive language of the declaration are pure questions of
law over which we exercise plenary review. See Com-
missioner of Emergency Services & Public Protection
v. Freedom of Information Commission, 330 Conn.
372, 380, 194 A.3d 759 (2018) (interpretation of statute
is question of law); Harbour Pointe, LLC v. Harbour
Landing Condominium Assn., Inc., 300 Conn. 254, 259,
14 A.3d 284 (2011) (interpretation of definitive language
in condominium declaration, which operates as con-
tract, is question of law).
   ‘‘When construing a statute, [o]ur fundamental objec-
tive is to ascertain and give effect to the apparent intent
of the legislature. . . . In other words, we seek to
determine, in a reasoned manner, the meaning of the
statutory language as applied to the facts of [the] case,
including the question of whether the language actually
does apply. . . . In seeking to determine that meaning,
General Statutes § 1-2z directs us first to consider the
text of the statute itself and its relationship to other
statutes. If, after examining such text and considering
such relationship, the meaning of such text is plain and
unambiguous and does not yield absurd or unworkable
results, extratextual evidence of the meaning of the
statute shall not be considered. . . . When a statute is
not plain and unambiguous, we also look for interpre-
tive guidance to the legislative history and circum-
stances surrounding its enactment, to the legislative
policy it was designed to implement, and to its relation-
ship to existing legislation and common law principles
governing the same general subject matter . . . . The
test to determine ambiguity is whether the statute, when
read in context, is susceptible to more than one reason-
able interpretation.’’ (Internal quotation marks omit-
ted.) Hynes v. Jones, 331 Conn. 385, 392–93, 204 A.3d
1128 (2019).
   ‘‘It is a basic tenet of statutory construction that the
legislature [does] not intend to enact meaningless provi-
sions. . . . [I]n construing statutes, we presume that
there is a purpose behind every sentence, clause, or
phrase used in an act and that no part of a statute is
superfluous. . . . Because [e]very word and phrase [of
a statute] is presumed to have meaning . . . [the stat-
ute] must be construed, if possible, such that no clause,
sentence or word shall be superfluous, void or insignifi-
cant.’’ (Citations omitted; internal quotation marks
omitted.) American Promotional Events, Inc. v.
Blumenthal, 285 Conn. 192, 203, 937 A.2d 1184 (2008).
‘‘We are not in the business of writing statutes; that is
the province of the legislature. Our role is to interpret
statutes as they are written. . . . [We] cannot, by [judi-
cial] construction, read into statutes provisions [that]
are not clearly stated.’’ (Internal quotation marks omit-
ted.) Thomas v. Dept. of Developmental Services, 297
Conn. 391, 412, 999 A.2d 682 (2010).
   ‘‘When construing a contract, we seek to determine
the intent of the parties from the language used interpre-
ted in the light of the situation of the parties and the
circumstances connected with the transaction. . . .
[T]he intent of the parties is to be ascertained by a fair
and reasonable construction of the written words and
. . . the language used must be accorded its common,
natural, and ordinary meaning and usage where it can
be sensibly applied to the subject matter of the contract.
. . . The contract must be viewed in its entirety, with
each provision read in light of the other provisions . . .
and every provision must be given effect if it is possible
to do so.’’ (Internal quotation marks omitted.) Gabriel
v. Gabriel, 324 Conn. 324, 341, 152 A.3d 1230 (2016).
‘‘[Additionally], in construing contracts, we give effect
to all the language included therein, as the law of con-
tract interpretation . . . militates against interpreting
a contract in a way that renders a provision superflu-
ous.’’ (Internal quotation marks omitted.) Awdziewicz
v. Meriden, 317 Conn. 122, 130, 115 A.3d 1084 (2015).
   We next turn to the relevant provisions of the act.
‘‘The act is a comprehensive legislative scheme regulat-
ing all forms of common interest ownership that is
largely modeled on the Uniform Common Interest Own-
ership Act. . . . The act addresses the creation, organi-
zation and management of common interest communi-
ties and contemplates the voluntary participation of the
owners. It entails the drafting and filing of a declaration
describing the location and configuration of the real
property, development rights, and restrictions on its
use, occupancy and alienation . . . the enactment of
bylaws . . . the establishment of a unit owners’ associ-
ation . . . and an executive board to act on . . .
behalf [of the association]. . . . It anticipates group
decision-making relating to the development of a bud-
get, the maintenance and repair of the common ele-
ments, the placement of insurance, and the provision for
common expenses and common liabilities.’’ (Internal
quotation marks omitted.) Grovenburg v. Rustle
Meadow Associates, LLC, 174 Conn. App. 18, 22–23 n.2,
165 A.3d 193 (2017); see also Fruin v. Colonnade One
at Old Greenwich Ltd. Partnership, 237 Conn. 123,
130–31, 676 A.2d 369 (1996) (outlining five major parts
of the act).
   The act specifies who may bring an action to enforce
its provisions. General Statutes § 47-278 (a) provides in
relevant part: ‘‘A declarant, association, unit owner or
any other person subject to this chapter may bring an
action to enforce a right granted or obligation imposed
by this chapter, the declaration or the bylaws. . . .’’
The act makes the declarant liable to the association.
Section 47-253 (c) provides: ‘‘The declarant is liable to
the association for all funds of the association collected
during the period of declarant control which were not
properly expended.’’ The act also provides that the stat-
ute of limitations applicable to such action brought
against a declarant is tolled while the declarant is in
control of the association. Section 47-253 (d) provides
in relevant part: ‘‘Any statute of limitation affecting the
association’s right of action against a declarant under
this chapter is tolled until the period of declarant con-
trol terminates.’’
   The period of declarant control is defined by § 47-245
(d), which provides in relevant part: ‘‘[T]he declaration
may provide for a period of declarant control of the
association, during which a declarant, or persons desig-
nated by the declarant, may appoint and remove the
officers and members of the executive board. A declar-
ant may voluntarily surrender the right to appoint and
remove officers and members of the executive board
before the period ends. In that event, the declarant
may require, during the remainder of the period, that
specified actions of the association or executive board,
as described in a recorded instrument executed by the
declarant, be approved by the declarant before they
become effective. Regardless of the period provided in
the declaration, a period of declarant control terminates
no later than the earlier of: (1) Sixty days after convey-
ance of sixty per cent of the units that may be created
to unit owners other than a declarant . . . or, if no
such number is specified, after conveyance to unit own-
ers other than the declarant of three hundred units; (2)
two years after all declarants have ceased to offer units
for sale in the ordinary course of business; (3) two
years after any right to add new units was last exercised;
or (4) the date the declarant, after giving notice in a
record to unit owners, records an instrument volunta-
rily surrendering all rights to control activities of the
association.’’
   The plain and unambiguous language of § 47-245 (d)
demonstrates that the legislature intended that the
period of declarant control terminate on the occurrence
of one of the terminating events or, at the latest, at
the end of the period set by the declaration. The first
sentence of the subsection permits a declaration to set
a period of time for declarant control. The second and
third sentences permit a declarant to voluntarily surren-
der his control over the association before the period
ends, and to reserve its right of approval. The fourth
sentence then provides that the first occurrence of any
four terminating events would end the period of declar-
ant control regardless of the time period set by the
declaration. To give effect to both the first and fourth
sentences of § 47-245 (d), the period of declarant con-
trol set by a declaration must serve as the maximum
time period, which can be shortened only by the first
occurrence of any of the four terminating events. The
first sentence permitting a declaration to set a period
of declarant control has meaning only if it serves as
the outer limit of declarant control because, otherwise,
the statute would permit a declaration to set a period
of time that necessarily would have no effect if the
period of declarant control ended only on the earliest of
the four terminating events. Thus, § 47-245 (d) permits a
declaration to set a specific period of declarant control,
which can be shortened only by the declarant volunta-
rily surrendering control or by the occurrence of any
of the four terminating events outlined in subdivisions
(1) through (4).
   Because, pursuant to § 47-245 (d), the declaration
can set forth the period of declarant control, we turn
to the language of the declaration at issue in the present
case. Article VIII of the declaration, titled ‘‘Development
Rights and Other Special Declarant Rights,’’ specifically
provides a ten year period of declarant control. Section
8.10 of the declaration, titled ‘‘Limitations on Special
Declarant Rights,’’ provides: ‘‘Unless sooner terminated
by a recorded instrument executed by the [d]eclarant,
any [s]pecial [d]eclarant [r]ight may be exercised by
the [d]eclarant during such period of time as the
[d]eclarant is obligated under any warranty or obliga-
tion, holds a [d]evelopment [r]ight to create additional
[u]nits or [c]ommon [e]lements, owns any [u]nit, or
holds any [s]ecurity [i]nterest in any [u]nit, or for 10
years after recording this [d]eclaration, whichever is
earliest. Earlier termination of certain rights may occur
by statute.’’ Section 8.4 of the declaration, titled ‘‘Special
Declarant Rights,’’ defines the special declarant rights
subject to the limitations in § 8.10. Section 8.4 provides
in relevant part: ‘‘The [d]eclarant reserves the following
[s]pecial [d]eclarant [r]ights, to the maximum extent
permitted by law, which may be exercised, where appli-
cable, anywhere within [Pasco Common] . . . . (e)
To appoint or remove any officer of the [a]ssociation
or any [e]xecutvie [b]oard member during any period
of [d]eclarant control subject to the provisions of [§]
8.9 of this [d]eclaration.’’
   Section 8.9 of the declaration, titled ‘‘Declarant Con-
trol of Association,’’ provides in relevant part: ‘‘There
shall be a period of [d]eclarant control of the [a]ssocia-
tion, during which the [d]eclarant, or persons desig-
nated by it, may appoint and remove the officers and
members of the [e]xecutive [b]oard. The period of
[d]eclarant control shall terminate no later than the
earlier of:
   ‘‘(i) sixty (60) days after conveyance of sixty percent
. . . of the [u]nits [that] may be created to [u]nit [o]wn-
ers other than a [d]eclarant, a shareholder thereof, or his
or her spouse, or other member of the immediate family;
  ‘‘(ii) two (2) years after all [d]eclarants have ceased
to offer [u]nits for sale in the ordinary course of busi-
ness; or
 ‘‘(iii) [e]ight (8) years after any right to add new [u]nits
was last exercised.
   ‘‘A [d]eclarant may voluntarily surrender the right
to appoint and remove officers and members of the
[e]xecutive [b]oard before termination of that period,
but in that event the [d]eclarant may require, for the
duration of the period of [d]eclarant control, that speci-
fied actions of the [a]ssociation or [e]xecutive [b]oard
as described in a recorded instrument executed by the
[d]eclarant be approved by the [d]eclarant before they
become effective.’’
   The court determined that § 47-253 (d) tolled any
statute of limitations until 2013 because none of the
events listed in § 8.9 and § 47-245 (d) (1) through (4) had
occurred earlier to terminate the period of declarant
control.14 The court concluded that the ten year limit
on the exercise of the special declarant rights set forth
in § 8.10 of the declaration was not applicable to its
analysis because ‘‘[t]he plain meaning of the declara-
tion, which defines what special declarant rights may
be exercised during the period of declarant control, is
that the term of declarant control may be longer than
the time in which the declarant may exercise special
declarant rights.’’ We disagree.
   When §§ 8.4, 8.9, and 8.10 are read together, it is clear
that the declaration set a ten year limit on the period
of declarant control. Section 8.9, in relevant part,
defines the period of declarant control as the time ‘‘dur-
ing which the [d]eclarant . . . may appoint and remove
the officers or members of the [e]xecutive [b]oard.’’
Section 8.4 defines one of the declarant’s special declar-
ant rights as the right ‘‘[t]o appoint or remove any officer
of the [a]ssociation or any [e]xecutive [b]oard member
during any period of [d]eclarant control subject to the
provisions of [§] 8.9 of this [d]eclaration.’’ Finally, § 8.10
provides that the special declarant rights terminate no
later than ten years after the recording of the declara-
tion. Thus, the declarant’s right to appoint and remove
board members terminated no later than ten years after
the recording of the declaration. Because the right to
appoint and remove executive board members is the
definition of declarant control under § 8.9, the loss of
that right necessarily meant the end of declarant con-
trol. See Cantonbury Heights Condominium Assn.,
Inc. v. Local Land Development, LLC, 273 Conn. 724,
734, 873 A.2d 898 (2005) (interpreting declaration to
determine that limitation on authority to exercise spe-
cial declarant rights effectively operated as limitation
on developmental rights, where declaration provides
that developmental right is special declarant right).
Consequently, declarant control under the declaration
necessarily ended no later than ten years after the
recording of the declaration, regardless of whether any
of the events in § 8.9 of the declaration or § 47-245 (d)
had occurred.
   The court’s construction of the declaration does not
take into account the interplay of §§ 8.4, 8.9, and 8.10.
The court, therefore, improperly interpreted the decla-
ration and the applicable statutes to conclude that the
period of declarant control could continue beyond the
ten year limit in § 8.10 as long as one of the events in
§ 47-245 (d) and § 8.9 had not occurred. Such a conclu-
sion ignores the fact that, regardless of the occurrence
of those events, the declarant’s right to appoint and
remove executive board members, which is what gave
the declarant control, expired no later than ten years
after the recording of the declaration. Although the
declarant may have engaged in conduct through 2013
consistent with control, its period of control legally
ended on August 12, 2008, ten years after the declaration
was recorded. Thus, we agree with the defendants that
any statute of limitations for claims by the association
against the declarant was tolled, pursuant to §§ 47-245
(d) and 47-253 (d), only until August 12, 2008.15
    This conclusion is not only required by the clear
language of the declaration, it is also consistent with
the language of § 47-245 (d). The first sentence of § 47-
245 (d) explicitly sets forth the option to include a
specific period of declarant control in the declaration.
It would contravene the legislature’s intent to permit the
declarant to set a specific period of declarant control
if that period could continue beyond its set expiration as
a result of the declarant’s own conduct. If the legislature
intended to terminate the period of declarant control
only on the occurrence of one of the four terminating
events in the fourth sentence of § 47-245 (d), it would
not have included the option for the declarant to select
a different date for the termination of declarant control.
Instead, this subsection expressly permits a declarant
to set a specific period of declarant control that serves
as the maximum time, which can be shortened only by
the occurrence of any of the four terminating events.
   Finally, our conclusion is consistent with the purpose
of the tolling provision of § 47-253 (d). Tolling the stat-
ute of limitations applicable to claims against the declar-
ant while it is in control of the association allows the
association and its unit members sufficient time after
the termination of the period of declarant control to
know whether the declarant has engaged in any wrong-
ful conduct. When the period of declarant control ends,
that control is transitioned to the individual members
of the association. See § 47-245 (f) and (h). In the pres-
ent case, an executive board took over legal control
of the association in 2009, shortly after the period of
declarant control ended. That board, which included
two unit owners in addition to Benson, had the legal
right to control the affairs of the association, as well
as the right to access all of the association’s books and
records. Consequently, it is logical that the tolling of
any statute of limitations would end as soon as the
declarant loses the legal ability to control the affairs of
the association.
  In the present case, because the declaration was
recorded on August 12, 1998, the declarant’s right to
exercise its special declarant rights, and, thus, the
period of declarant control, expired a maximum of ten
years later, on August 12, 2008.16 Accordingly, we con-
clude, contrary to the trial court’s determination, that
the statute of limitations applicable to the association’s
action against the declarant was tolled only until the
period of declarant control ended on August 12, 2008.17
                             II
   Having concluded that any applicable statute of limi-
tations was tolled only until August 12, 2008, we turn
to the defendants’ claim that all of the plaintiffs’ claims
in counts one through eight are time barred.18 In light
of our conclusion in part I of this opinion that the statute
of limitations was tolled until August 12, 2008, and the
present action was commenced almost five years later
in July, 2013, the timeliness of the plaintiffs’ action is
necessarily contingent on whether the three year tort
statute of limitations, or the six year contract statute of
limitations, applies to the plaintiffs’ action. As a result,
although the trial court did not make such a determina-
tion because it determined that the statute of limitations
was tolled until 2013, it is necessary for us to determine
which statute of limitations applies to the plaintiffs’
claims. See Designs for Health, Inc. v. Miller, 187 Conn.
App. 1, 14 n.9, 201 A.3d 1125 (2019) (‘‘remand unneces-
sary where record on appeal sufficient to make determi-
nation as matter of law’’).
   The defendants argue that the plaintiffs’ claims are
governed by § 52-577, the three year statute of limita-
tions applicable to tort actions, because the legal duties
alleged to have been breached stemmed from the provi-
sions of the act, not the declaration. The plaintiffs take
the position, without any analysis,19 that § 52-576, the
six year contract statute of limitations, applies because
the declaration operates as a contract among the par-
ties. We conclude that some of the plaintiffs’ claims are
tort claims that are time barred pursuant to § 52-577,
but that the remainder of the claims sound in both
contract and tort and, thus, are not time barred by
§ 52-576.
   We begin by setting forth the applicable standard
of review and relevant legal principles governing our
resolution of this issue. The determination of which
statute of limitations applies to an action is a question
of law over which our review is plenary. See Vaccaro
v. Shell Beach Condominium, Inc., 169 Conn. App. 21,
29, 148 A.3d 1123 (2016), cert. denied, 324 Conn. 917,
154 A.3d 1008 (2017). Furthermore, to the extent that
we are required to interpret the plaintiffs’ pleadings,
our review also is plenary. See Byrne v. Avery Center
for Obstetrics & Gynecology, P.C., 314 Conn. 433, 462,
102 A.3d 32 (2014).
   ‘‘Public policy generally supports the limitation of a
cause of action in order to grant some degree of cer-
tainty to litigants. . . . The purpose of [a] statute of
limitation . . . is . . . to (1) prevent the unexpected
enforcement of stale and fraudulent claims by allowing
persons after the lapse of a reasonable time, to plan
their affairs with a reasonable degree of certainty, free
from the disruptive burden of protracted and unknown
potential liability, and (2) to aid in the search for truth
that may be impaired by the loss of evidence, whether
by death or disappearance of witnesses, fading memo-
ries, disappearance of documents or otherwise. . . .
Therefore, when a statute includes no express statute
of limitations,20 we should not simply assume that there
is no limitation period. Instead, we borrow the most
suitable statute of limitations on the basis of the nature
of the cause of action or of the right sued upon.’’ (Cita-
tions omitted; footnote added; internal quotation marks
omitted.) Bellemare v. Wachovia Mortgage Corp., 284
Conn. 193, 199, 931 A.2d 916 (2007).
   Generally, ‘‘[w]hether [a] plaintiff’s cause of action
is one for [tort or contract] depends upon the definition
of [those terms] and the allegations of the complaint.’’
(Internal quotation marks omitted.) Meyers v. Living-
ston, Adler, Pulda, Meiklejohn & Kelly, P.C., 311 Conn.
282, 291, 87 A.3d 534 (2014). ‘‘[T]he fundamental differ-
ence between tort and contract lies in the nature of the
interests protected. . . . The duties of conduct which
give rise to [a tort action] are imposed by the law,
and are based primarily upon social policy, and not
necessarily upon the will or intention of the parties.
. . . Furthermore, other courts have held that, when a
plaintiff seeks to recover damages for the breach of a
statutory duty, such an action sounds in tort. See, e.g.,
Curtis v. Loether, 415 U.S. 189, 195, 94 S. Ct. 1005, 39
L. Ed. 2d 260 (1974) (damages action pursuant to statute
sounds in tort because it defines new legal duty and
authorizes courts to compensate plaintiff for injury
caused by defendant’s wrongful breach of duty); Fed-
eral Deposit Ins. Corp. v. Citizens Bank & Trust Co.,
592 F.2d 364, 368–69 (7th Cir.) (liability for breach of
duty imposed by statute sounds in tort), cert. denied,
444 U.S. 829, 100 S. Ct. 56, 62 L. Ed. 2d 37 (1979).
   ‘‘On the other hand, [c]ontract actions are created
to protect the interest in having promises performed.
Contract obligations are imposed because of [the] con-
duct of the parties manifesting consent, and are owed
only to the specific individuals named in the contract.
. . . In short, [a]n action in contract is for the breach
of a duty arising out of a contract; an action in tort is for
a breach of duty imposed by law.’’ (Citations omitted;
internal quotation marks omitted.) Bellemare v.
Wachovia Mortgage Corp., supra, 284 Conn. 200.
  ‘‘[I]t is well established that . . . [s]ome complaints
state a cause of action in both contract and tort. . . .
[O]ne cannot bring an action [under both theories, how-
ever,] merely by couching a claim that one has breached
a standard of care in the language of contract. . . .
[T]ort claims cloaked in contractual language are, as a
matter of law, not breach of contract claims. To ensure
that plaintiffs do not attempt to convert [tort] claims
into breach of contract claims by talismanically invok-
ing contract language in [the] complaint . . .
reviewing courts may pierce the pleading veil by looking
beyond the language used in the complaint to determine
the true basis of the claim.’’ (Citations omitted; internal
quotation marks omitted.) Meyers v. Livingston, Adler,
Pulda, Meiklejohn & Kelly, P.C., supra, 311 Conn.
290–92.
    Furthermore, although the issue of whether a claim
sounds in tort or contract sometimes is a binary deter-
mination, that is not always the case. See Stowe v.
Smith, 184 Conn. 194, 199, 441 A.2d 81 (1981) (some
complaints allege both contract and tort); Doe v. Boy
Scouts of America Corp., 323 Conn. 303, 342, 147 A.3d
104 (2016) (two different statute of limitations can apply
to claims arising from same set of alleged facts); see
also 51 Am. Jur. 2d 547, Limitation of Actions § 76 (2016)
(‘‘If two or more statutes of limitation within a jurisdic-
tion may apply to a cause of action, generally the statute
providing the longest limitation period is preferred and
will be applied. Any doubt as to the application of two
or more statutes of limitation to a claim should be
resolved in favor of the longest limitation period. Thus,
when two statutes of limitation conflict, or when a
claim may be pursued on two theories having different
limitation periods, the longer limitation period applies.’’
[Footnotes omitted.]).
  With respect to the interpretation of pleadings, our
Supreme Court has ‘‘long . . . eschewed the notion
that pleadings should be read in a hypertechnical man-
ner. Rather, [t]he modern trend, which is followed in
Connecticut, is to construe pleadings broadly and realis-
tically, rather than narrowly and technically. . . .
[T]he complaint must be read in its entirety in such a
way as to give effect to the pleading with reference to
the general theory upon which it proceeded, and do
substantial justice between the parties. . . . Our read-
ing of pleadings in a manner that advances substantial
justice means that a pleading must be construed reason-
ably, to contain all that it fairly means, but carries with
it the related proposition that it must not be contorted
in such a way so as to strain the bounds of rational
comprehension. . . . Although essential allegations
may not be supplied by conjecture or remote implica-
tion . . . the complaint must be read in its entirety in
such a way as to give effect to the pleading with refer-
ence to the general theory upon which it proceeded, and
do substantial justice between the parties.’’ (Internal
quotation marks omitted.) Byrne v. Avery Center for
Obstetrics & Gynecology, P.C., supra, 314 Conn. 462.
   Moreover, ‘‘it is true that ordinarily a court may not
grant relief on the basis of an unpleaded claim. . . .
That does not necessarily mean, however, that the
absence of a particular claim from the pleadings auto-
matically precludes a trial court from addressing the
claim, because a court may, despite pleading deficienc-
ies, decide a case on the basis on which it was actually
litigated and may, in such an instance, permit the
amendment of a complaint, even after the trial, to con-
form to that actuality. Indeed, [our Supreme Court has]
recognized that, even in the absence of such an amend-
ment, where the trial court had in fact addressed a
technically unpleaded claim that was actually litigated
by the parties, it was improper for the Appellate Court
to reverse the trial court’s judgment for lack of such
an amendment.’’ (Citations omitted; internal quotation
marks omitted.) Stafford Higgins Industries, Inc. v.
Norwalk, 245 Conn. 551, 575, 715 A.2d 46 (1998); see
also Tedesco v. Stamford, 215 Conn. 450, 457–60, 576
A.2d 1273 (1990) (affirming judgment of trial court in
favor of plaintiff even though claim insufficiently
pleaded because defendant had sufficient notice of
claim that actually was litigated). Despite pleading defi-
ciencies, a court is permitted to ‘‘decide a case on the
basis on which it was actually litigated . . . .’’ (Internal
quotation marks omitted.) Stamford Landing Condo-
minium Assn., Inc. v. Lerman, 109 Conn. App. 261,
273, 951 A.2d 642 (trial court properly determined that
plaintiff was entitled to damage award of common
charges because such claim, although not explicitly
alleged, was litigated), cert. denied, 289 Conn. 938, 958
A.2d 1246 (2008).
   Our Supreme Court repeatedly has held that ‘‘[a] dec-
laration is an instrument recorded and executed in the
same manner as a deed for the purpose of creating
a common interest community. . . . [T]he declaration
operates in the nature of a contract, in that it establishes
the parties’ rights and obligations . . . .’’ (Citations
omitted; internal quotation marks omitted.) Southwick
at Milford Condominium Assn., Inc. v. 523 Wheelers
Farm Road, Milford, LLC, 294 Conn. 311, 313 n.3, 984
A.2d 676 (2009); see Harbour Pointe, LLC v. Harbour
Landing Condominium Assn., Inc., supra, 300 Conn.
259; Cantonbury Heights Condominium Assn., Inc. v.
Local Land Development, LLC, supra, 273 Conn. 734;
see also Grovenburg v. Rustle Meadow Associates, LLC,
supra, 174 Conn. App. 46. Furthermore, we have recog-
nized that an action for a breach of the declaration
is an action for a breach of contract. See Elm Street
Builders, Inc. v. Enterprise Park Condominium Assn.,
Inc., 63 Conn. App. 657, 664–69, 778 A.2d 237 (2001).
Accordingly, we must determine whether the plaintiffs’
claims, as litigated, allege a breach of duty stemming
from the declaration, which would be a contract claim,
and/or a breach of duty stemming from the act, which
would be a tort claim.
   At the outset of our analysis, we note that our review
of whether the plaintiffs’ claims sound in contract or
tort is complicated by the fact that the complaint alleges
overlapping claims and subclaims, and the fact that the
court analyzed the claims as framed by the parties in
their posttrial briefs, which substantially differ from the
claims alleged in the plaintiffs’ complaint. In particular,
the plaintiffs’ posttrial brief contained seventeen one
sentence headings that asserted a myriad of different
claims against the defendants on the basis of the evi-
dence presented at trial, and the defendants’ posttrial
brief mirrored those seventeen headings. The court, in
its posttrial memorandum of decision, utilized the same
claim framework used by the parties in their posttrial
briefs to determine whether the plaintiffs prevailed and,
consequently, to award the association relief on
those claims.
  In contrast, the complaint alleges a blunderbuss of
claims, which are not entirely represented in the head-
ings used by the court and the parties. In addition,
there were a number of narrow claims discussed in the
posttrial briefs and ruled on by the court that are not
specifically alleged in the complaint.21 Instead, the com-
plaint contains broad claims against the defendants,
and those broad claims were then narrowed by the
plaintiffs’ posttrial brief. This problem is compounded
by the fact that the defendants advance a general argu-
ment that all of the claims are time barred, without
analyzing any of the individual claims and the lack of
any analysis by the plaintiffs with respect to this issue.
   Consequently, in an effort to read the complaint ‘‘in
its entirety in such a way as to give effect to the pleading
with reference to the general theory upon which it pro-
ceeded, and do substantial justice between the parties’’
we analyze the broad claims alleged in the plaintiffs’
complaint that were further articulated by their posttrial
brief. Byrne v. Avery Center for Obstetrics & Gynecol-
ogy, P.C., supra, 314 Conn. 462. We take this approach
because the court ruled, and the parties’ briefed, the
claims as articulated in the posttrial brief, not the com-
plaint. Further, this approach takes into account the
general theory on which the plaintiffs’ claims were pur-
sued, and does not prejudice the defendants because
they defended the claims as outlined in the plaintiffs’
posttrial brief. See footnote 19 of this opinion. The
defendants did not file a request to revise in order to
clarify the substance of the plaintiffs’ claims and,
indeed, opposed the plaintiffs’ posttrial request to
amend the complaint to conform to the proof at trial,
which objection was sustained by the court. See
Stafford Higgins Industries, Inc. v. Norwalk, supra,
245 Conn. 575; Tedesco v. Stamford, supra, 215 Conn.
457–60; Stamford Landing Condominium Assn., Inc.
v. Lerman, supra, 109 Conn. App. 273.
   In light of the foregoing, we turn to consider whether
the tort or contract statute of limitations applies to each
of the following four claims that were broadly alleged
in the plaintiff’s complaint, further articulated by their
posttrial brief, and on which the court awarded relief.22
                            A
   First, the plaintiffs claim that common expenses
assessed to each unit were to be determined, pursuant
to the declaration, on the basis of each units’ relative
floor area compared to the floor area of all the units.
They allege that the declarant recorded inaccurate floor
areas of the units on the Schedule A-2 attached to each
amendment to the declaration. The plaintiffs allege that
the declarant’s conduct violated the declaration and
General Statutes §§ 47-224 and 47-226. The court
awarded the plaintiffs equitable relief in the form of an
order mandating that the declarant correct the most
recent Schedule A-2.
   We conclude that the duty of the declarant to record
correct unit square footage in the amendments to the
declaration is both a tort and contract claim. The act
mandates that the declaration, and any amendments
thereto, provide each unit’s boundaries and its percent-
age interest in the community as a whole. General Stat-
utes § 47-202 (15) provides: ‘‘ ‘Declaration’ means any
instruments, however denominated, that create a com-
mon interest community, including any amendments to
those instruments.’’ Section 47-224 provides in relevant
part: ‘‘(a) The declaration shall contain . . . (5) In a
condominium or planned community, a description of
the boundaries of each unit created by the declaration,
including the unit’s identifying number . . . .’’ Section
47-226 provides in relevant part: ‘‘(a) The declaration
shall allocate to each unit: (1) In a condominium, a
fraction or percentage of undivided interests in the com-
mon elements and in the common expenses of the asso-
ciation, and a portion of the votes in the association
. . . .’’ Further, the plaintiffs specifically allege in their
complaint that the declarant violated §§ 47-224 and 47-
226. Thus, because the act mandates that the declara-
tion contain these denominations, the duty to correctly
record them flows from the act.
   Nevertheless, this claim also sounds in contract. The
allocation of interests on the basis of each unit’s square
footage also is mandated by the declaration. Section
9.1 of the declaration provides in relevant part: ‘‘The
table showing [u]nit numbers and their allocated inter-
ests is attached as Schedule A-2. These interests have
been allocated in accordance with the formulas set out
in this [a]rticle . . . . These formulas are to be used
in reallocating interests if [u]nits are added to [Pasco
Common]. Section 15.8 of the declaration provides that
when new units are added, ‘‘the [d]eclarant shall pre-
pare, execute and record an amendment to the [d]ecla-
ration. If necessary, the [d]eclarant shall aslo record
either new [s]urveys and [p]lans . . . or new certifica-
tions of Schedules A-3 and A-4 . . . .
   ‘‘The amendment to the [d]eclaration shall assign an
identifying number to each new [u]nit created and real-
locate the [a]llocated [i]nterests among all [u]nits. The
amendment shall describe any [c]ommon [e]lements
and [l]imited [c]ommon [e]lements created thereby and
designate the [u]nit to which each [l]imited [c]ommon
[e]lement is allocated . . . .’’ In accordance with the
foregoing provisions, the duty to correctly file amend-
ments to the Schedule A-2 also derives from the declara-
tion. In addition, the plaintiffs explicitly allege in their
complaint that the declarant’s conduct violated the dec-
laration. Therefore, we conclude that this claim sounds
in both tort and contract.
                              B
  Second, the plaintiffs claim that the defendants wired
certain common area lights to individual units so that
those unit owners inappropriately were being assessed,
and paying, common expenses, and that the defendants
made a special arrangement with the owner of the res-
taurant unit in which they agreed that the restaurant
was exempt from paying common charges. They allege
that the unit owners were not made aware of the wiring
or the special arrangement. The court awarded the asso-
ciation $126,766.11 for common charges that should
have been assessed against the restaurant, and the court
awarded equitable relief in the form of an order mandat-
ing that the defendants produce a new wiring plan for
approval by the executive board.
  We conclude that the claim arising out of the secret
arrangement made with the owner of the restaurant
and the assessing of common charges related to the
improper wiring of certain common area lighting is both
a tort claim and a contract claim. Section 47-245 (a)
provides in relevant part: ‘‘Except as provided in the
declaration, the bylaws, subsection (b) of this section,
or other provisions of this chapter, the executive board
may act in all instances on behalf of the association.
In the performance of their duties, officers and mem-
bers of the executive board appointed by the declarant
shall exercise the degree of care and loyalty to the
association required of a trustee and officers . . . .’’
General Statutes § 47-211 provides in relevant part:
‘‘Every . . . duty governed by this chapter imposes an
obligation of good faith in its performance or enforce-
ment.’’ See Chioffi v. Martin, 181 Conn. App. 111, 138–
39, 186 A.3d 15 (2018) (outlining common-law tort ele-
ments of breach of fiduciary duty). As there is no
provision of the declaration that provides otherwise, the
duty imposed on Benson, as a member of the executive
board, and the declarant, as the founder of Pasco Com-
mon, to refrain from acting as a fiduciary to the detri-
ment of the plaintiffs is a legal one imposed by the act.
Indeed, in articulating their claim in their posttrial brief,
the plaintiffs specifically assert that the defendants
‘‘failed to perform [their] fiduciary dut[ies] . . . .’’
   Moreover, this claim also is one for breach of contract
because the declaration mandates that each unit owner,
including the restaurant, is responsible for common
charges. Section 9.2 (b) provides in relevant part: ‘‘The
percentage of liability for [c]ommon [e]xpenses allo-
cated to each [u]nit is based on the relative floor area
of each [u]nit as compared to the floor area of all of
the [u]nits in the [c]ommon [i]nterest [c]ommunity.
. . . Nothing contained in this [s]ubsection shall pro-
hibit certain [c]ommon [e]xpenses from being appor-
tioned to particular [u]nits under Article XIX of this
Declaration.’’ Section 19.1 of the declaration, which is
contained in Article XIX of the declaration, provides
that ‘‘[c]ommon [e]xpenses shall include,’’ among other
things, ‘‘[e]xpenses of administration, maintenance, and
repair or replacement of the [c]ommon [e]lements,’’ and
‘‘[e]xpenses declared to be [c]ommon [e]xpenses by the
[d]ocuments or by the [a]ct . . . .’’ According to these
provisions, the declaration mandates that each unit
owner is liable for common expenses. Thus, the allega-
tion that the restaurant was made exempt from common
charges is a claim for a breach of the declaration. More-
over, in framing their claim in their posttrial brief, the
plaintiffs assert ‘‘[t]here is no exception set forth in the
[d]eclaration, which would eliminate a unit owner from
the obligation to pay normal common charges.’’ Simi-
larly, a claim that the declarant charged individual unit
owners for lighting expenses that should have been
common expenses alleges a breach of the declaration.
                             C
  The plaintiffs claim that the defendants improperly
expended the funds of the association to finance repairs
and maintenance for units and for paving expenses. In
particular, the plaintiffs claim that, during the develop-
ment of Pasco Common, the defendants repaired and
maintained some of the older units, most of which were
owned by the defendants, and repaved a parking lot.
They allege that the defendants improperly charged the
association for such repairs. In connection with this
claim, the court awarded the association $106,173 for
repairs and maintenance and $45,298 for paving
expenses.
   We conclude that the defendants’ alleged improper
expenditure of the association’s funds for maintenance
and repair of their units and for paving is both a tort
claim and a contract claim. The duty of the declarant
to expend properly the funds of the association stems
from § 47-253 (c), which provides: ‘‘The declarant is
liable to the association for all funds of the association
collected during the period of declarant control which
were not properly expended.’’ Our legislature, in
enacting this provision, codified a social policy that
the declarant must properly expend the funds of the
association. The claim that the declarant improperly
expended funds is tortious because the duty alleged to
have been breached flows from § 47-253 (c). Indeed,
count five of the plaintiffs’ complaint incorporates the
prior four counts and merely alleges that the declarant’s
conduct violated § 47-253 (c).
   Furthermore, the mandate as to which party is
responsible for repair and maintenance is outlined by
General Statutes § 47-249 (a), which provides in rele-
vant part: ‘‘Except to the extent provided by the declara-
tion . . . the association is responsible for mainte-
nance, repair and replacement of the common elements,
and each unit owner is responsible for maintenance,
repair and replacement of his unit. . . .’’ To the extent
that the plaintiffs’ claim alleges that the defendants
improperly charged the association for repairs and
maintenance, such a claim alleges a violation of the
mandate of § 47-249 (a). Moreover, in describing this
claim in their posttrial brief, the plaintiffs specifically
assert that the defendants had ‘‘a fiduciary duty to man-
age the financial affairs of the association in a lawful
and proper fashion,’’ and that ‘‘[s]ince the declarant/
Benson charged maintenance and repair for many of
the units, especially the older ones owned by the declar-
ant, to the association and since the declarant/Benson
is in a fiduciary capacity to the association, the plaintiffs
claim that the entire repair and maintenance category
should be paid back to the association by the declarant/
Benson.’’ Accordingly, this claim is a tort claim.
   Nonetheless, this claim also is a contract claim
because Article VI of the declaration prescribes which
party is responsible for repairs and maintenance. Sec-
tion 6.1 of the declaration provides that the association
is responsible for the maintenance, repair, and replace-
ment of the common elements of Pasco Common,
except that a party that has ‘‘legal or equitable owner-
ship of all units within one structure’’ is responsible
for all interior and exterior maintenance, repair, and
replacement of that structure. Section 6.2 of the declara-
tion provides that the unit owners are responsible for
the maintenance, repair, and replacement of ‘‘all por-
tions of his or her [u]nit . . . .’’ Section 6.3 provides
that, notwithstanding §§ 6.1 and 6.2, each unit owner
is responsible for ‘‘maintenance, repair and replace-
ment’’ of ‘‘the exterior building, including but not lim-
ited to the siding, roof and paint’’ and of the limited
common elements, which are the ‘‘space heating, water
heating and air conditioning apparatus and all electrical
switches, television, telephone, and electrical recepta-
cles . . . serving [that] one [u]nit exclusively . . . .’’
In addition, the plaintiffs assert in their posttrial brief
that the defendants’ improper expenditure of common
expenses was in violation of the declaration. Therein,
they also cite a number of provisions of the declaration
that they maintain are in conflict with each other. In
addition, the defendants recognized the contractual
nature of this claim because their counterargument
made in their posttrial brief substantially relied on the
provisions of the declaration, and the court decided the
issue on the basis of the provisions of the declaration
cited by the plaintiffs. Thus, this claim also is a con-
tract claim.
                             D
  The plaintiffs also claim that the defendants engaged
in self-dealing and that Benson breached his fiduciary
duty by remitting association funds to the defendants
as a ‘‘management fee,’’ and by charging the association
for Benson’s personal vehicle expenses. In connection
with this claim, the court awarded the association
$64,834 for management fees and $14,592 for vehicle
expenses.
   We conclude that both the self-dealing and the breach
of fiduciary duty allegations relating to the management
fee and the personal vehicle expenses sound in tort,
not in contract. As we previously outlined in part II B
of this opinion, the duty not to engage in self-dealing
as a fiduciary is imposed by § 47-245 (a) and common-
law tort principles. To clarify their claims, the plaintiffs
specifically used the talismanic phrases ‘‘self-dealing,’’
and ‘‘a breach of fiduciary duty.’’ Thus, on the basis of
this language and the fact that the plaintiffs do not
cite a particular provision of the declaration that was
violated, we conclude that both of these claims are
tort claims.
  In sum, we conclude that the plaintiffs’ claim regard-
ing the vehicle expenses and management fee sounds
in tort and, thus, is time barred pursuant to § 52-577.
We further conclude that the remainder of the plaintiffs’
claims sound in both tort and contract. As to those
claims, the plaintiffs are entitled to the benefit of the
longer breach of contract statute of limitations. Conse-
quently, those claims are not time barred pursuant to
§ 52-576.23
                            III
   The defendants next claim that the court improperly
awarded the association damages on the plaintiffs’
claim that the defendants improperly assessed common
charges because it made a special arrangement with
the owner of the restaurant unit in which the defendants
agreed that the restaurant was exempt from paying
common charges. The defendants argue, inter alia, that
the court’s damage award is inconsistent with its prior
finding that the association had not been damaged
because ‘‘the association collected 100 percent of the
common expenses of the condominium from the unit
owners . . . .’’ We agree.
   We begin by setting forth the applicable standard
of review and relevant legal principles governing our
resolution of the defendants’ third claim. ‘‘The construc-
tion of a judgment is a question of law for the court.
. . . As a general rule, judgments are to be construed
in the same fashion as other written instruments. . . .
The determinative factor is the intention of the court
as gathered from all parts of the judgment. . . . The
judgment should admit of a consistent construction as
a whole. . . . To determine the meaning of a judgment,
we must ascertain the intent of the court from the
language used and, if necessary, the surrounding cir-
cumstances.’’ (Internal quotation marks omitted.)
Wheelabrator Bridgeport, L.P. v. Bridgeport, 320 Conn.
332, 355, 133 A.3d 402 (2016).
   ‘‘Where a court’s opinion contains fundamental logi-
cal inconsistencies, it may warrant reversal.’’ In re
Jacob W., 178 Conn. App. 195, 217, 172 A.3d 1274 (2017),
aff’d, 330 Conn. 744, 200 A.3d 1091 (2019); see Sun Val,
LLC v. Commissioner of Transportation, 330 Conn.
316, 325, 193 A.3d 1192 (2018) (‘‘[w]hen . . . the trial
court draws conclusions of law, our review is plenary
and we must decide whether its conclusions are legally
and logically correct’’ [internal quotation marks omit-
ted]); Kaplan & Jellinghaus, P.C. v. Newfield Yacht
Sales, Inc., 179 Conn. 290, 292, 426 A.2d 278 (1979) (‘‘[a]
trial court’s conclusions are not erroneous unless they
violate law, logic, or reason or are inconsistent with
the subordinate facts in the finding’’). ‘‘[A] judgment
rendered [on] facts found will not be reversed or set
aside unless . . . a conclusion has been reached, or
an inference drawn, from a fact, many facts, or the facts
found, which affects the judgment rendered in material
degree and is legally or logically inconsistent with that
or those facts . . . .’’ (Internal quotation marks omit-
ted.) O’Connor v. Larocque, 302 Conn. 562, 576 n.12,
31 A.3d 1 (2011).
   In the present case, the court first addressed the
plaintiffs’ claim that the defendants utilized an improper
formula to determine the amount of common charges.
The court concluded that: ‘‘The defendants do not dis-
pute that the formula used by the declarant for the
calculation of common charges based on use categories
and square footage groups is not consistent with the
provisions of the declaration. . . . The plaintiffs argue
that the failure to follow the amended declaration in
assessing common charges to the unit owners caused
great damage to the unit owners and the association,
but present no manner in which the court can calculate
such damages. The defendants argue that since the
association collected 100 percent of the common
expenses of the condominium from the unit owners,
and since the association is only claiming relief here,
there is no basis for this court to find that the associa-
tion has been damaged by the use of the improper
formula. The court agrees. The damages, if any, would
have been sustained by individual unit owners.’’
   The court later addressed the plaintiffs’ claim that
the defendants improperly assessed common charges
because it made a special arrangement with the owner
of the restaurant unit in which they agreed that the
restaurant would be exempt from paying common
charges. The court concluded that: ‘‘[I]t was improper
for Benson to make an arrangement with the restaurant
that was not consistent with the provisions of the decla-
ration,’’ and that ‘‘the restaurant did not pay its proper
share of the common expenses.’’ As for damages, the
court recognized that ‘‘[t]he defendants claim that even
if any funds are due from the restaurant it should be
the restaurant that pays and not the defendants.’’ Never-
theless, the court held that ‘‘the defendants are the ones
who established this system of special treatment of the
restaurant and therefore should be responsible to the
association for any resulting losses to the association.
Based on the calculations by the plaintiffs,24 which the
court accepts, that amount is $126,766.11.’’ (Footnote
added.)
   We conclude that these two determinations are logi-
cally inconsistent. The court first determined that the
association was not harmed on the basis of its finding
that the association had collected 100 percent of the
common charges to which it was entitled. The court
next determined that the association suffered damages
because the restaurant unit had not been assessed its
percentage of the common charges. The award of dam-
ages for common charges to the association is inconsis-
tent with the court’s factual finding that the association,
itself, was not damaged because the association col-
lected 100 percent of the common charges. Put another
way, because the association collected 100 percent of
the common charges due, the fact that the restaurant
did not pay its share of common charges had no effect
on the total amount of common charges collected by
the association. Instead, the failure of the restaurant to
pay its share of common expenses damaged only the
individual unit owners because they, consequently, had
to pay an increased amount of common charges each
year. The individual unit owners, however, did not seek
damages. Therefore, we reverse the court’s award of
damages to the association for common charges that
should have been assessed to the restaurant because
that award is logically inconsistent with the court’s
finding that the association had collected 100 percent
of the common charges due.
                            IV
  The defendants’ final claim is that the court improp-
erly determined that Benson individually was liable.25
The defendants argue that the court erroneously found
that the facts of the present case justified piercing the
corporate veil to hold Benson individually liable for the
misconduct of the declarant, pursuant to the ‘‘instru-
mentality’’ rule. We agree.
   We begin by setting forth the applicable standard
of review and relevant legal principles governing our
resolution of the defendants’ fourth claim. ‘‘Whether the
circumstances of a particular case justify the piercing of
the corporate veil presents a question of fact.’’ (Internal
quotation marks omitted.) Naples v. Keystone Build-
ing & Development Corp., 295 Conn. 214, 234, 990 A.2d
326 (2010). ‘‘Accordingly, we defer to the trial court’s
decision to pierce the corporate veil, as well as any
subsidiary factual findings, unless they are clearly erro-
neous. . . . A court’s determination is clearly errone-
ous only in cases in which the record contains no evi-
dence to support it, or in cases in which there is
evidence, but the reviewing court is left with the definite
and firm conviction that a mistake has been made.’’
(Citation omitted; internal quotation marks omitted.)
Commissioner of Environmental Protection v. State
Five Industrial Park, Inc., 304 Conn. 128, 138, 37 A.3d
724 (2012).
   ‘‘Courts will . . . 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. . . . We have affirmed judgments disregarding
the corporate entity and imposing individual stock-
holder liability when a corporation is a mere instrumen-
tality or agent of another corporation or individual own-
ing all or most of its stock. . . .
  ‘‘The instrumentality rule requires, in any case but
an express agency, proof of three elements: (1) Control,
not mere majority or complete stock control, but com-
plete 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 concept of piercing the corporate veil is equita-
ble in nature. . . . No hard and fast rule, however,
as to the conditions under which the entity may be
disregarded can be stated as they vary according to the
circumstances of each case. . . . Ordinarily the corpo-
rate veil is pierced only under exceptional circum-
stances, for example, where the corporation is a mere
shell, serving no legitimate purpose, and used primarily
as an intermediary to perpetuate fraud or promote injus-
tice. . . . The improper use of the corporate form is
the key to the inquiry, as [i]t is true that courts will
disregard legal fictions, including that of a separate
corporate entity, when they are used for fraudulent or
illegal purposes. Unless something of the kind is proven,
however, to do so is to act in opposition to the public
policy of the state as expressed in legislation concerning
the formation and regulation of corporations.’’ (Cita-
tions omitted; internal quotation marks omitted.)
Naples v. Keystone Building & Development Corp.,
supra, 295 Conn. 231-34.
   The trial court set forth the following subsidiary fac-
tual findings in support of its determination to pierce
the declarant’s corporate veil. ‘‘Benson is in complete
control of the . . . declarant in that at all times rele-
vant he was president of the declarant and its chief
operating officer; he owns all or almost all of the stock
of the corporate declarant; and he exercised complete
domination of the finances and policy and business
practices of the corporate declarant.’’26 ‘‘From 1998 to
2009, Benson was in complete control of the associa-
tion. During that time Benson appointed the members
of the [executive] board . . . of the association who
were himself, his wife, Ann M. Benson, and his son,
Paul D. Benson, Jr.’’ ‘‘From 1998 to 2009 Benson created
the budgets for the association and determined the
monthly common charges. On the advice of counsel,
Benson did not use the formula set forth in the declara-
tion for allocation of expenses and the determination
of common charges for each unit.’’ ‘‘From 1998 to 2009
Benson also made all the decisions as to what expenses
the association should pay. He made the decisions as
to who was responsible for a repair to a unit. If a roof
needed repair he charged the association. He interpre-
ted the declaration as providing that the Association
was responsible for the decks, roofs, and siding. The
declaration, however, provides otherwise.
   ‘‘During the time Benson managed the association,
he expended the funds of the association and conducted
its business as he saw fit, without concern as to whether
his actions were consistent with the declaration or the
[act].’’ ‘‘Benson directed Elite [Property Management]
not to follow the terms of the declaration as to how
common charges should be assessed but to continue
to use the methodology he had developed.’’ ‘‘The record
is replete with invoices for work Benson charged to
the association both for his own units as well as those
owned by others which should not have been. Benson
also offset his charges to the association against the
condominium fees he owed the association. Since Ben-
son or others were responsible for expenses he charged
to the association, it was improper for him to do so.’’
‘‘The court agrees that, based on the above findings
and conclusions, the . . . association is entitled to
damages from the defendants.’’ On the basis of these
findings the court held that Benson individually was
liable to the association pursuant to the instrumental-
ity rule.27
  We conclude that the court’s decision to pierce the
corporate veil on the basis of these facts was clearly
erroneous. Although the court set forth findings with
respect to the first element of the instrumentality rule,
namely, that Benson exercised sufficient control over
the declarant; see General Statutes § 47-202 (1) (defin-
ing control over declarant); the court’s decision is
devoid of any findings as to the second and third ele-
ments of the instrumentality rule.
   With respect to the second element, the court set
forth an exhaustive list of the misconduct of Benson,
however, the court’s decision does not contain any find-
ings as to ‘‘the key to the inquiry;’’ Naples v. Keystone
Building Development Corp., supra 295 Conn. 233;
namely, that Benson improperly used his control over
the declarant’s corporate form to accomplish this mis-
conduct. The court found that Benson improperly
assessed common charges, determined which party was
responsible for repairs, expended funds of the associa-
tion, and directed subsequent management to continue
to assess common charges. The court did not find, how-
ever, that Benson utilized his control over the declarant
to accomplish these actions. Instead, the court found
that these actions by Benson were taken in his capacity
as a member of the executive board, which controlled
the association, or in his individual capacity. Put
another way, the breaches of duty that the court attrib-
uted to Benson arose out of his direct relationship with
the association through his position on the executive
board, not through his role as owner of the declarant.
Although the declarant appointed Benson, his wife, and
his son to the executive board during the period of
declarant control, the declarant itself was not on the
board and did not make the decisions that are the sub-
ject of the plaintiffs’ complaint. Consequently, although
Benson might be individually responsible for certain
wrongful conduct, he was not sued directly for such
conduct. Instead, the plaintiffs sought only to hold him
derivatively liable for the conduct of the declarant.
Because Benson’s conduct did not arise out of his con-
trol of the declarant, the plaintiffs failed to satisfy the
second element of the instrumentality rule. Further-
more, even if Benson was acting on the behalf of the
declarant, the court’s decision does not find that the
declarant was a mere shell, serving no legitimate pur-
pose, and used primarily as an intermediary to perpetu-
ate fraud or promote injustice. To the contrary, the
undisputed evidence established that the declarant was
primarily and legally involved in the development of
Pasco Common.
   With respect to the third element, the court’s decision
does not find that Benson’s control over the declarant
proximately caused the association’s injuries. The court
did find that the association was ‘‘entitled to damages
from the defendants,’’ but its decision does not find
that Benson’s control over the declarant proximately
caused those injuries. As stated previously, Benson’s
wrongful conduct, alone, does not satisfy the require-
ments of the instrumentality rule; rather, Benson can
be held individually liable only if he proximately caused
losses by the use of his control over the declarant as
a shell corporation. Control over the association
through his position on the executive board is not suffi-
cient. In the absence of these required findings, the
facts of this case do not present the exceptional circum-
stances in which to contravene the public policy of this
state. Therefore, we conclude that the court errone-
ously held Benson individually liable on the basis of
the theory pursued by the plaintiffs.
  The judgment is reversed in part as to count ten and
in part as to the award of damages, and the case is
remanded with direction to render judgment in favor
of Benson as to count ten, and to vacate the damages
award of $64,834 for management fees, $14,592 for vehi-
cle expenses, and $126,766.11 for fees that should have
been charged to the restaurant; the judgment is affirmed
in all other respects.
      In this opinion the other judges concurred.
  1
    The eighteen individual members of the association are Steven Fowler,
Rene Dupuis, Thomas DeForge, Brian U. Mozzer, Michael S. O’Neill, Sheryl
Marinone, Hari Grunupudi, Brian C. Cassidy, Robert Torneo, John Barto-
lucci, Michael Barrett, Deb Romero, Karen Bona, Michael R. O’Connell,
David Santiago, Catherine Peirolo, Robert D. Rybick, and Shaun O’Conner.
  2
    General Statutes § 52-577 provides: ‘‘No action founded upon a tort shall
be brought but within three years from the date of the act or omission
complained of.’’
  3
    The defendants also claim that the court improperly altered its memoran-
dum of decision in response to an order of articulation from this court to
determine that Benson individually was liable to the plaintiffs pursuant to
count ten of the complaint. In light of our conclusion in part IV of this
opinion that the court improperly determined that Benson individually was
liable, we need not reach this claim.
    Furthermore, the defendants amended their appeal to include a challenge
to the court’s judgment, issued after it rendered judgment for the plaintiffs
on their complaint, in which it awarded attorney’s fees and costs to the
plaintiffs. Although the defendants offer no analysis in their briefs on appeal,
this claim appears to be premised on the fact that the plaintiffs are entitled
to attorney’s fees and costs, pursuant to General Statutes § 47-253 (d), only
if ‘‘the declarant is liable to the association . . . .’’ We reject this claim on
the basis of our conclusion that certain claims against the declarant are not
time barred by the statute of limitations and, thus, that the declarant is
liable to the association.
    4
      General Statutes § 47-202 (16) defines ‘‘Development rights’’ as ‘‘any right
or combination of rights reserved by a declarant in the declaration to (A) add
real property to a common interest community; (B) create units, common
elements, or limited common elements within a common interest commu-
nity; (C) subdivide units or convert units into common elements; or (D)
withdraw real property from a common interest community.’’
    5
      General Statutes § 47-202 (33) defines ‘‘Special declarant rights’’ as
‘‘rights reserved for the benefit of a declarant to (A) complete improvements
indicated on surveys and plans filed with the declaration or, in a cooperative,
to complete improvements described in the public offering statement pursu-
ant to subdivision (2) of subsection (a) of section 47-264; (B) exercise any
development right; (C) maintain sales offices, management offices, signs
advertising the common interest community, and models; (D) use easements
through the common elements for the purpose of making improvements
within the common interest community or within real property which may
be added to the common interest community; (E) make the common interest
community subject to a master association; (F) merge or consolidate a
common interest community with another common interest community of
the same form of ownership; (G) appoint or remove any officer of the
association or any master association or any executive board member during
any period of declarant control; (H) control any construction, design review
or aesthetic standards committee or process; (I) attend meetings of the unit
owners and, except during an executive session, the executive board; or
(J) have access to the records of the association to the same extent as a
unit owner.’’
    6
      General Statutes § 47-245 (d) provides in relevant part: ‘‘[T]he declaration
may provide for a period of declarant control of the association, during
which a declarant, or persons designated by the declarant, may appoint and
remove the officers and members of the executive board. . . .’’
    7
      Although the declaration provided the declarant the ability to create a
maximum of 213 units, there never was enough land to do so. As of June,
2009, Benson owned forty-eight of the seventy-six units that had been cre-
ated. As of December, 2015, Benson, and the entities he controlled, owned
thirty-seven of the eighty-one units that had been created.
    8
      In particular, the complaint contains allegations that the declarant vio-
lated the declaration in counts one, three, and eight.
    9
      General Statutes § 52-576 (a) provides in relevant part: ‘‘No action for
an account, or on any simple or implied contract, or on any contract in
writing, shall be brought but within six years after the right of action
accrues . . . .’’
    10
       The court’s memorandum of decision actually stated that the court
‘‘finds the issues for the defendants on the . . . tenth count . . . .’’ After
the defendants filed their principal appellate brief, the plaintiffs filed a
‘‘motion for permission to file a late motion for rectification and articulation,’’
and a corresponding motion for articulation, in which they requested that
this court order the trial court to correct its conclusion that it rendered
judgment in favor of Benson on count ten because the entirety of its decision
found otherwise. This court denied the plaintiffs’ motion for permission to
file a late motion for rectification and articulation, but, nevertheless, we
ordered, sua sponte, the trial court to articulate whether it disposed of count
ten against Benson and its factual and legal basis therefor. In response, the
trial court issued an articulation in which it stated that it had found count
ten against Benson, rectified two sentences of its conclusion, and detailed
the corresponding factual and legal basis therefor. The defendants challenge
the propriety of the court’s articulation in this appeal, but we need not reach
this claim. See footnote 3 of this opinion.
    11
       General Statutes § 47-253 (d) provides in relevant part: ‘‘Any statute of
limitation affecting the association’s right of action against a declarant under
this chapter is tolled until the period of declarant control terminates. . . .’’
   12
      General Statutes § 47-245 (d) provides in relevant part: ‘‘[T]he declara-
tion may provide for a period of declarant control of the association, during
which a declarant, or persons designated by the declarant, may appoint and
remove the officers and members of the executive board. A declarant may
voluntarily surrender the right to appoint and remove officers and members
of the executive board before the period ends. In that event, the declarant
may require, during the remainder of the period, that specified actions of
the association or executive board, as described in a recorded instrument
executed by the declarant, be approved by the declarant before they become
effective. Regardless of the period provided in the declaration, a period of
declarant control terminates no later than the earlier of: (1) Sixty days after
conveyance of sixty per cent of the units that may be created to unit owners
other than a declarant . . . or, if no such number is specified, after convey-
ance to unit owners other than the declarant of three hundred units; (2)
two years after all declarants have ceased to offer units for sale in the
ordinary course of business; (3) two years after any right to add new units
was last exercised; or (4) the date the declarant, after giving notice in a
record to unit owners, records an instrument voluntarily surrendering all
rights to control activities of the association.’’
   13
      The plaintiffs do not challenge the court’s judgment in favor of the
declarant on count nine of their complaint.
   14
      The court incorrectly concluded that § 8.9 adopted the language of § 47-
245 (d). Although similar, the language of the two provisions is different.
To the extent that the terminating events in § 8.9 of the declaration are in
conflict with those prescribed by § 47-245 (d), the provisions of the statute
prevail. See General Statutes § 47-203 (‘‘Except as expressly provided in
this chapter, its provisions may not be varied by agreement, and rights
conferred by it may not be waived’’).
   15
      Neither party contends, and the court did not find, that any of the four
terminating events prescribed by § 47-245 (d) occurred so as to end the
period of declarant control prior to its expiration on August 12, 2008.
   16
      We note that the plaintiffs did not argue, and the court did not conclude,
that the statute of limitations was tolled by the continuing course of conduct
doctrine, fraudulent concealment, or some other equitable tolling theory.
See Vaccaro v. Shell Beach Condominium, Inc., 169 Conn. App. 21, 44,
148 A.3d 1123 (2016) (determining whether continuing course of conduct
doctrine applied to toll statute of limitations applicable to condominium
action), cert. denied, 324 Conn. 917, 154 A.3d 1008 (2017).
   17
      The defendants also argue that § 47-253 (d) applies only to toll the
statute of limitations applicable to claims brought by the association against
the declarant. We agree. The definitive language of § 47-253 (c) and (d)
unambiguously provides that the declarant is liable to the association and
that a statute of limitations applicable to such an action is tolled. These
provisions cannot be understood to also toll claims brought against an
individual, like Benson, who controls and operates the declarant. Such a
reading would require us to import words into the statute, which we are
prohibited from doing. Accordingly, pursuant to § 47-253 (d), the statute of
limitations applicable to an association’s right of action is tolled only as to
actions against a declarant until the period of declarant control terminates.
The parties have not addressed, though, how this conclusion impacts the
only count against Benson individually, count ten, which seeks to hold
Benson derivately liable for the declarant’s actions under a piercing the
corporate veil theory. Because we conclude in part IV of this opinion that
the court erroneously found that the plaintiffs proved this claim, we need
not address Benson’s statute of limitation special defense.
   18
      Our review of which statute of limitations applies to the plaintiffs’ claims
against the declarant is limited to the first eight counts of their complaint.
We need not analyze count nine, the CUTPA count against the declarant,
because the court found for the declarant on that count and the plaintiffs
do not challenge that ruling on appeal. See footnote 13 of this opinion. We
also need not analyze count ten, the piercing the corporate veil count against
Benson, because we conclude in part IV of this opinion that the court
erroneously found in favor of the plaintiffs on that count.
   Furthermore, the first eight counts all are against the declarant, and not
Benson. The defendants filed a request to revise the plaintiffs’ original
complaint in which they requested that the plaintiffs identify which defen-
dant each count applied to. In response, the plaintiffs filed their operative
complaint in which they specifically identified that the first eight counts
are against the declarant. Accordingly, to the extent that the actions of
Benson are alleged in the first eight counts, those allegations do not seek
to impose individual liability on Benson.
    19
       Despite the fact that the defendants brief this issue in their principal
and supplemental briefs on appeal, the plaintiffs do not present a counter
argument in their briefs. Nevertheless, at oral argument before this court,
the plaintiffs’ counsel maintained that the contract statute of limitations
should apply because the declaration operates as a contract among the
parties. The lack of analysis by the plaintiffs, although unfortunate, does
not preclude our plenary review of this claim because it is the burden of
the defendants, as the parties claiming error, to raise and brief their claims.
See Eubanks v. Commissioner of Correction, 329 Conn. 584, 598, 188 A.3d
702 (2018); Estate of Rock v. University of Connecticut, 323 Conn. 26, 33,
144 A.3d 420 (2016). Further, the defendants were aware that the contract
statute of limitations may be applicable because they raised that issue as
a special defense to the plaintiffs’ claims.
    20
       We note that the act contains a three year statute of limitations applicable
to actions alleging a breach of an implied or express warranty of quality.
General Statutes § 47-277 provides in relevant part: ‘‘(a) Unless a period of
limitation is tolled under section 47-253, a judicial proceeding for breach
of any obligation arising under section 47-274 or 47-275 shall be commenced
within three years after the cause of action accrues. . . .’’ See Willow
Springs Condominium Assn., Inc. v. Seventh BRT Development Corp., 245
Conn. 1, 28-30, 717 A.2d 77 (1998) (analyzing provisions of § 47-277). General
Statutes § 47-274 governs express warranties made by a seller to a purchaser
of a unit, and General Statutes § 47-275 governs implied warranties made
by a declarant to the purchaser of a unit as to the condition of the unit.
None of the plaintiffs’ claims sounds in breach of warranty and neither party
has argued that § 47-277 applies, thus, we need not discuss it further.
    21
       The defendants do not challenge on appeal the propriety of the approach
taken by the court. They do specifically argue, however, as part of their
claim that the court erroneously awarded the association damages; see part
III of this opinion; that the complaint does not allege that the declarant
prevented the association from collecting 100 percent of the common
charges, yet, the court awarded damages for fees that should have been
charged to the restaurant but were not. This argument is belied by their
posttrial brief in which they explicitly recognized that the plaintiffs had
made such a claim and argued that the plaintiffs had failed to prove it. Thus,
to the extent that this argument is advanced by the defendants in support
of their statute of limitations claim on appeal, we decline to consider it
because it is contrary to their position at trial. See Buxenbaum v. Jones,
189 Conn. App. 790, 811, A.3d            (2019) (party cannot adopt one position
at trial and then adopt different position on appeal because doing so would
ambush trial judge and opposing party); see also Stamford Landing Condo-
minium Assn., Inc. v. Charlene Lerman, supra, 109 Conn. App. 271–72
(‘‘[o]ur Supreme Court has recognized . . . that where the trial court ha[s]
in fact addressed a technically unpleaded claim that was actually litigated
by the parties, it [i]s improper for the Appellate Court to reverse the trial
court’s judgment for lack of such an amendment [to the complaint]’’ [internal
quotation marks omitted]).
    22
       It would serve no purpose for us to determine which statute of limitations
applied to the plaintiffs’ claims on which the court determined that they
failed to prove damages and/or awarded them no relief. Such discussion
would be purely academic because it would have no effect on the final
outcome of this case. See Gladstein v. Goldfield, 325 Conn. 418, 425, 159
A.3d 661 (2017) (appellate courts must refuse to entertain purely aca-
demic questions).
    23
       Finally, we reject the defendants’ argument that Bellemare v. Wachovia
Mortgage Corp., supra, 284 Conn. 193, compels the conclusion that all of the
plaintiffs’ claims are tort claims. In that case, our Supreme Court considered
whether the tort or contract statute of limitations applied to a count that
alleged that ‘‘the defendant had violated [General Statutes] § 49-8 by failing
to provide a release of mortgage within sixty days of the satisfaction of the
underlying debt.’’ Id., 198. Our Supreme Court held that the tort statute of
limitations applied to such a claim because, among other reasons, ‘‘the duty
to release the mortgage that the plaintiff complained of in . . . her com-
plaint did not arise from the mortgage contract but, rather, from § 49-8,
which also prescribes damages for a breach of that statutory duty’’; id., 201;
that ‘‘[a]pplying multiple statutes of limitation to a singular duty created by
statute is an odd result, one that we generally attempt to avoid’’; id., 202;
and that ‘‘the cause of action created by § 49-8 is akin to an action for
slander of title,’’ which is a tort. Id.
   Bellemare is inapplicable because, in the present case, the parties actually
litigated and the court decided whether the defendants breached the declara-
tion in addition to committing statutory violations. In addition, although
some of the plaintiffs’ claims rely on common-law tort language, that phras-
ing does not apply to the concurrent breach of contract claims.
   24
      The plaintiffs’ calculation, which is set forth in a one page spreadsheet,
was submitted as an exhibit to their posttrial brief. Therein, the plaintiffs
calculate the amount of annual common expenses that should have been
assessed to the restaurant unit by multiplying the restaurant’s percentage
share of the total square footage at Pasco Common by the total income of
the association. The plaintiffs applied this calculation for each fiscal year
from 1998 through 2014.
   25
      The defendants preliminarily argue that the court’s articulation as to
whether it held Benson individually liable was improper. See footnote 3 of
this opinion. We need not decide that claim because assuming, without
deciding, that the court’s articulation was proper, we conclude that the
court erroneously found that Benson individually was liable.
   26
      This allegation in the plaintiffs’ complaint was admitted by the defen-
dants in their answer. See Straw Pond Associates, LLC v. Fitzpatrick,
Mariano & Santos, P.C., 167 Conn. App. 691, 708, 145 A.3d 292 (‘‘Factual
allegations contained in pleadings upon which the cause is tried are consid-
ered judicial admissions and hence irrefutable as long as they remain in the
case. . . . The admission of the truth of an allegation in a pleading is a
judicial admission conclusive on the pleader.’’ [Internal quotation marks
omitted.]), cert. denied, 323 Conn. 930, 150 A.3d 231 (2016).
   27
      The court, in its articulation, also cited as legal support for its conclusion
the ‘‘identity’’ rule for piercing the corporate veil. See Naples v. Keystone
Building & Development Corp., supra, 295 Conn. 232. The defendants argue
on appeal, and we agree, that the plaintiffs did not allege, or rely on, the
identity rule before the trial court and, thus, they cannot prevail on such a
theory on appeal. See Nutmeg Housing Development Corp. v. Colchester,
324 Conn. 1, 13 n.4, 151 A.3d 358 (2016) (declining to review on appeal
claim not alleged in complaint and raised for first time on appeal). We
likewise decline to review the plaintiffs’ claim that Benson individually was
liable for actions taken in his personal capacity because this claim was
neither alleged nor ruled on by the court. See footnote 21 of this opinion.
   Furthermore, we note that on June 25, 2019—three months after oral
argument before this court and six years after the plaintiffs commenced
this action—our legislature passed No. 19-181 of the 2019 Public Acts (P.A.
19-181), which codifies the instrumentality test for veil piercing. P.A. 19-181
implicitly abandons the identity rule by virtue of the language in § 2 that
‘‘a court shall make such [a veil piercing] determination exclusively in accor-
dance with the provisions of this section . . . of this act.’’ P.A. 19-181 does
not impact our resolution of the present appeal because the plaintiffs did
not rely on the identity rule before the trial court, and because ‘‘the legislature
explicitly stated that it intended . . . P.A. 19-181 to apply prospectively,
that is, on or after July 9, 2019, the date the governor signed the legislation.’’
McKay v. Longman, 332 Conn. 394, 432 n.27,               A.3d     (2019).
