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  ROGER L. SAUNDERS v. CLARK BRINER ET AL.
                 (SC 19940)
             Robinson, C. J., and Palmer, McDonald, D’Auria,
                     Mullins, Kahn and Ecker, Js.*

                                   Syllabus

The plaintiff sought to recover damages from the defendants, B and two
   limited liability companies solely owned by B, C Co. and T Co., for
   their mismanagement in connection with certain business transactions,
   alleging, inter alia, breach of contract, fiduciary duty, and the implied
   covenant of good faith and fair dealing, and violations of the Connecticut
   Unfair Trade Practices Act (CUTPA) (§ 42-110a et seq.) and the Connecti-
   cut Limited Liability Company Act (CLLCA) ([Rev. to 2017] § 34-100 et
   seq.). The plaintiff also sought the judicial dissolution of R Co. and F
   Co. R Co. was a limited liability company owned equally by T Co. and
   S, the plaintiff’s son, and had been formed for the purpose of conducting
   a commercial real estate lending business. S later transferred his 50
   percent interest in R Co. to the plaintiff. F Co., a limited liability company
   owned by the plaintiff and B, was created to act as the controlling
   general partner of a related fund, which provided a vehicle for pooling
   outsider investor capital for R Co.’s loans. The plaintiff agreed to source
   loans, secure investors and financers, and provide bridge financing, and,
   in return, the plaintiff would receive certain profits and fees from the
   loan transactions. When the plaintiff and S rejected B’s request for a
   larger share of the profits, B created C Co. in order to divert outsider
   capital away from R Co., negatively affecting R Co.’s profits. B also
   allegedly misallocated investor profits, improperly increased invest-
   ments by his insider investors and improperly charged R Co. for expenses
   incurred by T Co. After the plaintiff initiated the present action, the
   parties agreed to hire a joint, court-appointed fiduciary, A Co., to wind
   up the fund and F Co. A Co. issued a report detailing the lack of internal
   controls and concluded that R Co., the fund, and F Co. had underpaid
   the investors and principals, particularly the plaintiff. At trial, the court
   allowed W, a partner of A Co., to testify about his findings and admitted
   A Co.’s report into evidence. Following a bench trial, the court rendered
   judgment for the plaintiff on four of his derivative counts alleging, on
   behalf of R Co., breach of contract against T Co., and violations of
   CUTPA against all of the defendants, and, on behalf of R Co. and F Co.,
   breach of fiduciary duty against T Co. The trial court rendered judgment
   for the plaintiff on four of his direct counts alleging breach of the implied
   covenant of good faith and fair dealing and breach of fiduciary duty by
   T Co. and B for their failure to repay a portion of a loan funded by the
   plaintiff’s single-member limited liability company, S Co. The trial court
   found against the plaintiff on his claim that B should be required to
   reimburse the plaintiff for fees relating to tax and accounting services
   provided by A Co. but awarded the plaintiff attorney’s fees in connection
   with his derivative CUTPA claim. On appeal, the defendants claimed
   that the trial court lacked subject matter jurisdiction to review the
   plaintiff’s derivative claims because CLLCA did not provide a derivative
   remedy, and, in the absence of a statutory remedy, the common law
   did not afford a member or manager of a limited liability company
   derivative standing because CLLCA, the statutory scheme that created
   the limited liability company structure, exclusively governs such claims.
   The defendants also claimed that the trial court incorrectly rendered
   judgment for the plaintiff on his direct claims concerning the failure of
   B and T Co. to repay one of the plaintiff’s loans to R Co. because the
   plaintiff lacked standing to seek repayment on the ground that S Co.
   provided the investment and was the proper party to have asserted that
   claim. The defendants further claimed on appeal that the trial court had
   abused its discretion in admitting W’s testimony relating to certain of the
   plaintiff’s derivative claims and that the trial court improperly awarded
   attorney’s fees associated with both the plaintiff’s CUTPA and non-
   CUTPA claims rather than those fees attributable to only the CUTPA
   claims. The plaintiff cross appealed, claiming that the court had abused
    its discretion in declining to order B to reimburse R Co. for the fees
    incurred for work performed by W and another accountant retained by
    the plaintiff or to hold a hearing for the purpose of apportioning those
    fees. Held:
1. This court concluded that, in the absence of a provision in the operating
    agreements of R Co. and F Co. authorizing the filing of a derivative
    action, the plaintiff lacked standing to bring his derivative claims on
    behalf of those companies because neither CLLCA nor the common law
    provided for a derivative remedy when the plaintiff commenced the
    present action, and, accordingly, the trial court improperly exercised
    subject matter jurisdiction over the plaintiff’s derivative claims: CLLCA
    ([Rev. to 2017] § 34-187) authorized only members or managers to collec-
    tively commence an action in the name of the limited liability company
    upon a requisite vote of disinterested members or managers, the com-
    mon law of this state does not recognize limited liability companies,
    which were created by the enactment of CLLCA, and recognition of a
    common-law remedy would conflict with or frustrate the purpose of
    CLLCA; moreover, because the plaintiff lacked standing to assert its
    derivative CUTPA claim, the trial court’s order awarding the plaintiff
    attorney’s fees and costs under CUTPA was vacated, and this court did
    not need to address the issues of whether the trial court properly admit-
    ted W’s testimony and whether the trial court incorrectly apportioned
    the plaintiff’s award of attorney’s fees between his CUTPA and non-
    CUTPA claims.
2. The plaintiff had standing to bring direct claims with respect to the failure
    of B and T Co. to repay a portion of S Co.’s loan to R Co., and, accordingly,
    the trial court properly exercised subject matter jurisdiction over the
    plaintiff’s direct claims: this court concluded that, when the member of
    a single-member limited liability company seeks to remedy a harm suf-
    fered by the company, the trial court may, in its discretion, permit the
    member to bring an action raising derivative claims as a direct action
    and may order an individual recovery if it finds that to do so will not
    unfairly expose the company or defendants to a multiplicity of actions,
    will not materially prejudice the interests of creditors of the company,
    and will not negatively impact other owners or creditors of the company
    by interfering with a fair distribution of the recovery among all interested
    parties; the record revealed that there was no dispute that the plaintiff
    was the sole member of S Co. and that the loan from S Co. was funded
    with the plaintiff’s personal funds, there was no evidence that creditors
    of S Co. existed that would have been prejudiced by the plaintiff’s
    recovery, and the trial court’s decision to permit the plaintiff to recover
    directly would not lead to a multiplicity of actions or interfere with a
    fair distribution of recovery with respect to other interested parties.
3. The trial court did not abuse its discretion in declining to order the
    defendants to reimburse the plaintiff for the fees he incurred from work
    performed by W and another accountant retained by the plaintiff to
    effectuate the winding up process; on the basis of the numerous findings
    made by the trial court, including the discrepancy of the experience
    between the parties and the fact that the plaintiff did not timely protect
    his interests insofar as he failed to hire professional legal and accounting
    experts to ensure that the management duties of the companies were
    properly performed, it was reasonable for the court to determine that
    the plaintiff’s neglect contributed to the complex untangling that W and
    the other accountant faced during the winding up process.
             (Three justices concurring in part and dissenting
                            in part in one opinion)
    Argued December 20, 2018—officially released December 17, 2019

                             Procedural History

  Action to recover damages for, inter alia, breach of
contract, and for other relief, brought to the Superior
Court in the judicial district of Fairfield, where the
named defendant et al. filed a counterclaim; thereafter,
the case was transferred to the judicial district of Water-
bury, Complex Litigation Docket, where Sloan Saunders
et al. were added as counterclaim defendants; subse-
quently, the case was tried to the court, Zemetis, J.;
judgment in part for the plaintiff on the complaint and
on the counterclaim, from which the named defendant
et al. appealed and the plaintiff cross appealed; there-
after, the court awarded the plaintiff attorney’s fees,
and the named defendant et al. filed an amended appeal.
Reversed in part; order vacated.
  David P. Friedman, with whom were Proloy K. Das
and, on the brief, Marilyn B. Fagelson, Taruna Garg,
David S. Hoopes and Jay R. Lawlor, for the appellants-
cross appellees (named defendant et al.).
  David Feureisen, pro hac vice, with whom were
Edward N. Lerner and, on the brief, George Kent Guar-
ino, for the appellee-cross appellant (plaintiff).
                           Opinion

   KAHN, J. This appeal requires us to consider five
issues: (1) whether, in the absence of authorization in
a limited liability company’s operating agreement, its
members or managers lack standing to bring derivative
claims on behalf of it under either the Connecticut
Limited Liability Company Act (CLLCA), General Stat-
utes (Rev. to 2017) § 34-100 et seq.,1 or, in the alternative,
the common law; (2) whether a trial court may exempt
single member limited liability companies from the
direct and separate injury requirement necessary to
bring a direct action; (3) under what circumstances may
a trial court admit opinion testimony of a joint, court-
appointed fiduciary hired to wind up the companies at
issue when the party who proffered the testimony of
the fiduciary failed to disclose him as an expert witness
under Practice Book § 13-4; (4) under what circum-
stances, if any, may the trial court apportion its award
of attorney’s fees under the Connecticut Unfair Trade
Practices Act (CUTPA), General Statutes § 42-110a et
seq., between the plaintiff’s CUTPA claims and non-
CUTPA claims; and (5) the parameters under which a
trial court may order reimbursement for fees incurred
by a joint, court-appointed fiduciary hired to wind up
the companies at issue. The defendants, Clark Briner
and two entities solely owned by Briner, a Connecticut
limited liability company and a Texas limited liability
company with the same name, Revere Capital, LLC
(respectively, Revere Capital CT and Revere Capital
TX),2 appeal,3 following a bench trial, from the trial
court’s judgment. The plaintiff, Roger L. Saunders, cross
appeals from the trial court’s judgment. We reverse the
trial court’s judgment rendered in favor of the plaintiff
as to his derivative claims because we conclude that
the plaintiff lacked standing to bring them under the
CLLCA or the common law. We, therefore, do not reach
the issues of whether the trial court improperly admit-
ted the testimony of a joint, court-appointed fiduciary
or whether the trial court incorrectly apportioned the
plaintiff’s award of attorney’s fees under CUTPA. We
affirm the trial court’s judgment rendered in favor of
the plaintiff as to his direct claims and conclude that
the trial court did not abuse its discretion in refusing
to order the defendants to reimburse the plaintiff for
the fees incurred by the joint, court-appointed fiduciary
and an accountant hired by him.
  The present case arises from the deterioration of a
business relationship between three individuals: Briner,
the plaintiff, and the plaintiff’s son, Sloan Saunders
(Saunders). The trial court found the following facts
that are relevant to our resolution of this appeal. In 2009,
while working together at Deutsche Bank, Saunders
and Briner decided to enter into the high interest, high
yield commercial real estate lending business by setting
up a limited liability company, Revere Investments, LLC
(Revere Investments), to act as a servicer of the loans.
Initially, Saunders and Revere Capital TX each owned
50 percent of Revere Investments and constituted its
comanagers.4 Although Saunders and Briner chose to
enter an industry in which they had little experience,
Saunders introduced Briner to the plaintiff, Saunders’
father, who had successfully navigated the ‘‘hard money
lending business’’ for forty years. Briner and Saunders
sought the plaintiff’s help in two respects. First, they
wanted the plaintiff, who had many contacts in that
industry, to help them ‘‘establish the relationships nec-
essary to create and maintain’’ the business.
   Second, Briner and Saunders also needed access to
the plaintiff’s capital ‘‘to fund the high interest loans’’
before they secured investors to participate in them.
The parties often did not secure all the investors neces-
sary to fund a loan prior to closing the transaction with
the borrower. Throughout their business relationship,
therefore, the plaintiff helped Revere Investments suc-
ceed by lending it the capital necessary to close loans
before the parties raised the necessary capital to finance
it (bridge financing). After Revere Investments raised
capital from investors to participate in the loan, it repaid
the plaintiff the principal amount of his bridge loan
with interest. The trial court found that, without the
plaintiff’s bridge financing, Revere Investments ‘‘would
have had little or no business.’’
   The plaintiff, who ‘‘desired to teach his son’’ the busi-
ness, agreed to source loans, secure investors and
financers, and provide bridge financing. Although the
plaintiff agreed to provide assistance ‘‘to his economic
detriment and for the equal and joint benefit’’ of Saun-
ders and Briner, he ‘‘was not willing to forgo the . . .
profits on his investment or [on] the investment of
[others] that he would have earned if he simply invested
in hard money loans outside of [Revere Investments].’’
(Emphasis in original.) The plaintiff, Saunders, and
Briner, therefore, created a business arrangement in
which the plaintiff and his contacts sourced most of
the loans and most of the financing, especially at the
beginning of their relationship. Revere Investments
would charge the borrower a high interest rate. The
parties then found investors to purchase a ‘‘participa-
tion interest’’ in the loans on a deal specific basis (out-
side investors). Outside investors would provide capital
in exchange for a return of the principal invested plus
a negotiated interest rate.
   Revere Investments profited from outside investors
by offering them a lower interest rate than it received
from the borrower on the underlying loan, which pro-
vided Revere Investments with a profit equal to the
difference between the two interest rates (interest rate
spread profit). Revere Investments also withheld from
outside investors various fees that it charged the bor-
rower, such as extension fees, late fees, and servicing
fees. Revere Investments charged the borrower
‘‘points’’5 ‘‘in connection with most of its loans,’’ and,
‘‘[i]n all cases where points were charged, [they] were
financed by Revere Investments as part of a loan, so that
Revere Investments did not advance to the borrower
the full principal amount of the loan, but advanced the
principal amount less the points’’ (net funding). Revere
Investments did not pass the points to outside investors,
however, who received a return of principal and interest
only on the amount they actually invested.
   Saunders, Briner, the plaintiff, or their respective
family members (inside investors) who participated in
a loan, by contrast, did profit from points charged to
borrowers. The advantageous treatment for inside
investors derived from the fact that, unlike the outside
investors, they received a return of principal plus inter-
est on the face amount of their investment in the loan,
despite the fact that they had not funded the full face
amount.6 This technique of ‘‘grossing up’’ allowed inside
investors to receive a higher return on their investment
than an outside investor who participated equally in
a loan.
  As part of the parties’ agreement7 to gross up inside
investments, the parties additionally agreed that—in
exchange for his help—the plaintiff ‘‘would also keep
both the ‘interest rate spread profit’ . . . and the ‘fees’
earned on certain identified and agreed upon nonfamily
[investments].’’ (Emphasis added.) This allowed the
plaintiff to earn profits that Revere Investments other-
wise would have earned on the outside investors he
sourced. The oral agreement, however, did not give
Briner the same rights with respect to the outside invest-
ors he sourced.
   By mid-2011, Briner had grown dissatisfied with the
arrangement allowing the plaintiff but not Briner to
profit from outside investors sourced by each of them
respectively, because, by that time, Revere Investments’
business model and the parties’ respective responsibili-
ties had changed. Saunders, Briner and the plaintiff
had created—at the request of Briner—a second entity,
Revere High Yield Debt Fund, L.P. (Fund), which pro-
vided a vehicle for pooling outside investor capital, and
a controlling general partner of the Fund, Revere High
Yield, GP, LLC (Fund GP), which ‘‘was owned equally
[and comanaged] by [the plaintiff] and Briner . . . .’’
Under this revised arrangement, Revere Investments’
loans were funded by various combinations of invest-
ments, including (1) financing from the Fund, which
would pool money from outside investors and buy a
single participation interest in a loan, (2) capital from
inside investors, and (3) capital from outside investors
that chose to participate in a particular loan alongside
the Fund (side car investments)8.
  The parties’ formation of the Fund and Fund GP
expanded Revere Investments’ ‘‘loan portfolio size . . .
[thereby] increasing the ‘back office’ workload.’’ During
that time, however, Saunders had accepted and begun a
full-time job at another investment firm, which required
him to work sixty to seventy hours per week. This
placed a strain on Briner’s relationship with Saunders,
because Briner—concerned that Saunders left him to
handle much of the work himself, including sourcing
the loans and finding the Fund investors—felt that he
worked ‘‘disproportionately greater’’ than Saunders yet
profited less because he could not derive profits from
the outside investors he sourced in the same way as
the plaintiff did.
   Eventually, Briner demanded that the plaintiff and
Saunders allow him to ‘‘skim the same . . . profits’’
from Revere Investments and the Fund on his outside
investors that the plaintiff received on the investors
he sourced. Both the plaintiff and Saunders refused.
Despite their refusal, and without their knowledge,
Briner created Revere Capital CT, which constituted
an inside investor as Briner owned 100 percent and
which enabled Briner to conceal the true source of the
funds he sourced by placing investments of outsider
capital into that company as opposed to the Fund or
Revere Investments. Consequently, when Revere Capi-
tal CT participated in Revere Investments’ loans, either
through the Fund or as a side car investment, Briner
was able to treat those outside investments as insider
capital, allowing him to retain ‘‘100 percent of the profits
associated therewith,’’ including a benefit from the ele-
vated treatment of points. This conduct effectively
‘‘erased the distinction between the treatment of [Brin-
er’s] ‘inside and outside investors,’ negatively affecting
the profits of [Revere Investments] and/or the Fund and
correspondingly increasing [Briner’s] personal profits.’’
   In addition to diverting outside capital away from
Revere Investments and the Fund in order to profit off
of those investments as if they were his own insider
capital, Briner also misallocated investor profits by
withholding interest on points from the other inside
investors, so that they received a return only on the
net amount they invested. At the same time, Briner
grossed up investments made by his inside investors.
Briner also improperly9 charged Revere Investments for
expenses incurred by Revere Capital TX,10 including
employment, rent, travel and advertising expenses. In
mid-2012, after Saunders discovered Briner’s misalloca-
tion of points in some of Revere Investments’ loan
spreadsheets, he and the plaintiff hired outside accoun-
tants and legal counsel, who exposed11 ‘‘the extent of
[Briner’s] incompetent and inconsistent management
of [Revere Investments], the Fund, and Fund GP . . . .’’
  In November, 2012, the plaintiff commenced this
action and, in May, 2014, filed the operative twenty-
seven count second amended complaint12 against the
defendants, consisting of fourteen direct counts
brought by the plaintiff, individually, and thirteen deriv-
ative counts brought on behalf of Revere Investments,
Fund GP, or both.13 In addition to moving for judicial
dissolution of Revere Investments and Fund GP in
direct count one, the plaintiff asserted both direct and
derivative counts alleging common-law fraud,14 breach
of contract,15 breach of the implied covenant of good
faith and fair dealing,16 breach of fiduciary duty,17 and
violations of CUTPA and the Connecticut Uniform Secu-
rities Act.18
  After the plaintiff initiated the action, the parties
agreed to hire a joint, court-appointed fiduciary, Citrin
Cooperman and Company, LLP (Citrin), to wind up the
Fund and Fund GP. After a team led by Citrin’s partner
Alan A. Schachter examined sixteen of Revere Invest-
ments’ loans, ‘‘totaling nearly $18 million’’ of Revere
Investments’ approximately $40 million loan portfolio,
Schachter wrote a report containing Citrin’s findings.
In that report, Schachter noted that the team ‘‘found a
lack of internal controls’’ and ‘‘a number of . . .
reporting and recording problems,’’ which he noted
were ‘‘not surprising . . . given the lack of oversight
and the complexity of the investments.’’ Schachter con-
cluded that Revere Investments, the Fund, and Fund
GP, ‘‘as managed by Briner, had underpaid both the
investors and the principals, particularly [the plaintiff].’’
During the bench trial, the plaintiff called Schachter to
testify at trial regarding the findings he outlined in his
report. Over Briner’s objection, the trial court allowed
Schachter to testify and admitted his report into
evidence.
   Following a ten day bench trial, in which the parties
distilled ‘‘897 trial exhibits exceed[ing] several hundred
thousand pages in length,’’ the trial court rendered judg-
ment in favor of the plaintiff on four of his thirteen
derivative counts and four of his fourteen direct counts.
Under derivative counts two and six, which alleged,
on behalf of Revere Investments, breach of contract
against Revere Capital TX and violations of CUTPA
against the defendants, respectively, the trial court
ordered the defendants to pay Revere Investments one
payment of $284,600. Under derivative counts seven
and eight, which alleged breach of fiduciary duty on
behalf of Revere Investments and Fund GP, respec-
tively, the trial court ordered Revere Capital TX to pay
Revere Investments and/or the Fund GP one payment of
$92,797, under counts seven and eight, and an additional
$71,000 under count seven. Under direct counts four
and six, alleging breach of the implied covenant of good
faith and fair dealing against Revere Capital TX and
Briner, respectively, and counts nine and ten, alleging
breach of fiduciary duty on the part of Briner and Revere
Capital TX, the trial court awarded the plaintiff one
payment of $85,078 in connection with the failure to
repay one of the plaintiff’s loans to Revere Investments.
As to direct counts four and six, however, the court
rejected the plaintiff’s claim that the court should direct
Briner to reimburse him for ‘‘fees [related to] tax and
accounting experts,’’ including Schachter.
   After the court rendered judgment, it held a hearing
to determine the appropriate amount of attorney’s fees
to award the plaintiff under derivative count six, which
alleged that the defendants had violated CUTPA
through Briner’s diversion of outside capital into Revere
Capital CT. After the posttrial hearing, the trial court
filed a memorandum of decision and supplemental
order awarding the plaintiff $639,054.91 in attorney’s
fees pursuant to General Statutes § 42-110g. This
appeal followed.
   The issues presented for resolution on appeal are
numerous. The defendants first challenge the plaintiff’s
standing to bring any of the direct or derivative counts
for which the trial court rendered judgment in his favor.
The defendants appeal from the trial court’s judgment
in favor of the plaintiff as to his claims under derivative
counts two, six, seven, and eight—alleging breach of
contract, violations of CUTPA, and breach of fiduciary
duty—claiming that the trial court lacked subject matter
jurisdiction to review the plaintiff’s derivative counts,
because the CLLCA, the statutory scheme in place at
the time the plaintiff commenced his action, did not
provide a derivative remedy. Additionally, the defen-
dants claim that, in the absence of such statutory
authority by the legislature under the CLLCA, the com-
mon law does not afford a member or manager of a
limited liability company derivative standing, because
the CLLCA, the statute that created that company struc-
ture, solely governs this issue. The plaintiff responds
that trial courts have interpreted the CLLCA as permit-
ting derivative claims. In the alternative, the plaintiff
claims that this court should conclude that the common
law grants him derivative standing.
   The defendants also appeal from the trial court’s judg-
ment in favor of the plaintiff as to his claims under
direct counts four, six, nine, and ten, alleging breach
of fiduciary duty and breach of the implied covenant
of good faith and fair dealing. The defendants claim
that the plaintiff lacked standing to challenge Briner’s
failure to repay one of the plaintiff’s loans to Revere
Investments, because the plaintiff’s single-member lim-
ited liability company, Saunders Capital, LLC (Saunders
Capital), provided the investment at issue and, there-
fore, constituted the proper party to bring the action.
The plaintiff responds that, because he funded the
investment with his personal capital, he satisfies the
requirements for direct standing regardless of the
source of his investments.
   Additionally, the defendants appeal from the trial
court’s judgment in favor of the plaintiff as to derivative
counts seven and eight, claiming, specifically, that the
trial court abused its discretion in admitting Schachter’s
testimony because the plaintiff failed to disclose him
as an expert pursuant to Practice Book § 13-4. The
plaintiff responds that the trial court did not abuse its
discretion in admitting Schachter’s testimony in the
absence of expert disclosure because he did not call
Schachter to testify as an expert but, rather, as a fact
witness testifying in his capacity as the court-appointed
fiduciary. To the extent that the trial court allowed
Schachter to provide expert opinion, the plaintiff
claims, Briner suffered no prejudice from its admission,
and the trial court needed Schachter’s assistance in
understanding the complex calculations required to
determine what Revere Investments owed to its invest-
ors and principals.
  Finally, the defendants appeal from the trial court’s
award of attorney’s fees under derivative count six, on
which the trial court rendered judgment for the plaintiff
under CUTPA. The defendants claim that the trial court
improperly awarded attorney’s fees associated with
both the plaintiff’s CUTPA and non-CUTPA claims,
rather than those fees attributable only to the CUTPA
claims. The plaintiff responds that the trial court prop-
erly apportioned attorney’s fees under CUTPA because,
when parties litigate both CUTPA and non-CUPTA
claims in the same action and those claims involve the
same inextricably entwined facts, the trial court does
not need to apportion the payment of attorney’s fees
only to work performed on the CUTPA related claims.
   The plaintiff cross appeals from the trial court’s judg-
ment on his direct counts four and six insofar as he
claims that the trial court abused its discretion in refus-
ing either to order Briner to reimburse Revere Invest-
ments for the fees incurred by Schachter and another
accountant hired by him or to hold a hearing for the
purpose of apportioning those fees. The defendants
respond that the trial court properly rejected the plain-
tiff’s request for reimbursement because it determined
that all of the owners of Revere Investments, including
the plaintiff, bore some responsibility for failing to
ensure that Revere Investments operated in accordance
with proper bookkeeping and accounting procedures.
   We affirm the trial court’s judgment rendered in favor
of the plaintiff on his direct counts, including its deter-
mination not to apportion the fees incurred by
Schachter and another accountant hired by him.
Because we conclude, however, that the plaintiff lacked
standing to bring his derivative claims, we reverse the
trial court’s judgment in favor of the plaintiff on his
derivative counts and vacate the court’s award of attor-
ney’s fees under CUTPA. Additionally, because we con-
clude that the plaintiff lacked standing to bring his
derivative claims, we do not reach the issue of whether
the trial court improperly admitted Schachter’s tes-
timony.
                             I
                       STANDING
   The first two issues we resolve, regarding the stand-
ing our state affords to members of limited liability
companies to bring derivative claims under the CLLCA
and certain direct claims, present matters of first
impression. First, the defendants claim that the trial
court incorrectly determined that the plaintiff had
standing to bring derivative claims against them. Sec-
ond, the defendants contend the plaintiff lacked stand-
ing to bring direct claims against Briner for failing to
repay the remainder of one of the plaintiff’s loans to
Revere Investments when that company’s books and
records indicate that the plaintiff’s solely owned limited
liability company, Saunders Capital, rather than the
plaintiff himself, provided the capital.
                             A
                   Derivative Standing
   We begin by addressing whether, in the absence of
authorization in the operating agreements of Revere
Investments and Fund GP,19 the plaintiff lacked standing
to bring derivative claims on behalf of those companies
under either General Statutes (Rev. to 2017) § 34-187
or, in the alternative, the common law. The defendants
claim for the first time on appeal that the plaintiff, a
50 percent member of Revere Investments and Fund
GP, lacked standing to bring derivative claims on behalf
of those companies under § 34-187 of the CLLCA, the
operative statute at the time the plaintiff commenced
the present litigation. Further, the defendants claim
that, in the absence of legislative authority under the
CLLCA, there is no common-law authority granting a
member or manager of a limited liability company deriv-
ative standing. The plaintiff responds that, although
this court has never addressed whether limited liability
company members or managers can sue derivatively,
other courts have interpreted the CLLCA as permitting
it. In the alternative, the plaintiff claims that this court
should conclude, as other courts have, that the common
law grants him derivative standing.20 We conclude that,
in the absence of a provision in the operating agree-
ments of the respective companies authorizing the filing
of derivative lawsuits, the plaintiff lacked standing to
bring his derivative claims on behalf of Revere Invest-
ments and Fund GP because neither the CLLCA nor
the common law provided for a derivative remedy at
the time the plaintiff commenced the present action.21
   The record reveals the following additional facts that
are relevant to our resolution of this claim. The
operating agreements of Revere Investments and Fund
GP list Briner and/or Revere Capital TX as both a 50
percent member and comanager of those companies.
The operating agreement of Fund GP also lists the plain-
tiff as a 50 percent member and comanager of that
company, and evidence at trial indicated that Saunders
transferred his 50 percent interest in Revere Invest-
ments to the plaintiff in February, 2012.22 Additionally,
the operating agreements of both companies vest the
authority to manage the business of each company in
its managers (manager-managed). Neither company’s
operating agreement, however, authorizes its members
or managers to bring a derivative action.
   In his second amended complaint, in which the plain-
tiff added derivative claims on behalf of Revere Invest-
ments and Fund GP in thirteen separate counts, the
plaintiff alleged that, as a member or manager of the
companies, he ‘‘fully and adequately represent[ed]
[their] interests . . . .’’ He further alleged that he
‘‘made demands . . . of Briner on behalf of Revere
Investments and [Fund] GP to remedy the issues’’ upon
which he based his claims. To the extent that he failed
to make ‘‘any formal demand,’’ the plaintiff claimed, ‘‘it
was [because] such a demand would be futile . . . .’’
  In its memorandum of decision, the trial court con-
cluded that the plaintiff had standing. With respect to
the four derivative counts on which the trial court ren-
dered judgment in favor of the plaintiff, the court noted
that, ‘‘[i]nsofar as [the plaintiff] alleges misconduct that
damaged investors, other than himself, he fairly and
adequately represents the interests of investors in
[Revere Investments] and . . . Fund [GP].’’ The court
reasoned that the plaintiff constituted ‘‘an investor . . .
and a co-owner of [Revere Investments] (after Febru-
ary, 2012),’’ and ‘‘a manager and co-owner of Fund GP.’’
    We begin our review of the trial court’s determination
with the general principles governing standing to sue.
‘‘If a party is found to lack standing, the court is without
subject matter jurisdiction to determine the cause. . . .
A determination regarding a trial court’s subject matter
jurisdiction is a question of law. When . . . the trial
court draws conclusions of law, our review is plenary
and we must decide whether its conclusions are legally
and logically correct and find support in the facts that
appear in the record.’’ (Internal quotation marks omit-
ted.) PNC Bank, N.A. v. Kelepecz, 289 Conn. 692, 704–
705, 960 A.2d 563 (2008). ‘‘In addition, because standing
implicates the court’s subject matter jurisdiction, the
issue of standing is not subject to waiver and may be
raised at any time.’’ Equity One, Inc. v. Shivers, 310
Conn. 119, 126, 74 A.3d 1225 (2013).
   ‘‘Standing is not a technical rule intended to keep
aggrieved parties out of court; nor is it a test of substan-
tive rights. Rather it is a practical concept designed to
ensure that courts and parties are not vexed by suits
brought to vindicate nonjusticiable interests and that
judicial decisions which may affect the rights of others
are forged in hot controversy, with each view fairly and
vigorously represented. . . . These two objectives are
ordinarily held to have been met when a complainant
makes a colorable claim of direct injury he has suffered
or is likely to suffer, in an individual or representative
capacity. Such a personal stake in the outcome of the
controversy . . . provides the requisite assurance of
concrete adverseness and diligent advocacy. . . . The
requirement of directness between the injuries claimed
by the plaintiff and the conduct of the defendant also
is expressed, in our standing jurisprudence, by the focus
on whether the plaintiff is the proper party to assert
the claim at issue. . . .
   ‘‘Two broad yet distinct categories of aggrievement
exist, classical and statutory.’’ (Internal quotation
marks omitted.) PNC Bank, N.A. v. Kelepecz, supra, 289
Conn. 705. The issue of whether the CLLCA provided the
plaintiff with a derivative remedy implicates statutory
aggrievement, which ‘‘exists by legislative fiat, not by
judicial analysis of the particular facts of the case. In
other words, in cases of statutory aggrievement, partic-
ular legislation grants standing to those who claim
injury to an interest protected by that legislation.’’
(Internal quotation marks omitted.) Id.
   ‘‘In order to determine whether a party has standing
to make a claim under a statute, a court must determine
the interests and the parties that the statute was
designed to protect. . . . Essentially the standing ques-
tion in such cases is whether the . . . statutory provi-
sion on which the claim rests properly can be under-
stood as granting persons in the plaintiff’s position a
right to judicial relief. . . . [Stated differently, the]
plaintiff must be within the zone of interests protected
by the statute.’’ (Citation omitted; internal quotation
marks omitted.) McWeeny v. Hartford, 287 Conn. 56,
65, 946 A.2d 862 (2008).
   The issue of whether the CLLCA authorizes a member
or manager of a limited liability company to bring a
derivative action on its behalf presents a question of
statutory interpretation, over which we exercise ple-
nary review, guided by well established principles
regarding legislative intent. See, e.g., Kasica v. Colum-
bia, 309 Conn. 85, 93, 70 A.3d 1 (2013) (explaining plain
meaning rule under General Statutes § 1-2z and setting
forth process for ascertaining legislative intent). We
begin by noting that Connecticut first recognized the
limited liability company structure in 1993 when our
legislature enacted the CLLCA, a statutory scheme it
modeled after the Prototype Limited Liability Company
Act (Prototype Act).23 See Scarfo v. Snow, 168 Conn.
App. 482, 500 n.9, 146 A.3d 1006 (2016) (Connecticut’s
limited liability company statutory provisions were
modeled after Prototype Act). We recently recognized
that our legislature enacted the CLLCA in order to estab-
lish ‘‘the right to form [a limited liability company] and
all of the rights and duties of the [limited liability com-
pany], as well as all of the rights and duties of members
. . . .’’ Styslinger v. Brewster Park, LLC, 321 Conn.
312, 317, 138 A.3d 257 (2016).
    On the basis of the plain language of the act, we
conclude that the CLLCA does not permit members or
managers to file derivative actions but, rather, autho-
rizes them to collectively commence an action in the
name of the limited liability company upon a requisite
vote of disinterested members or managers (member
initiated action). The CLLCA recognizes the right of the
limited liability company ‘‘to . . . sue and be sued.’’
General Statutes (Rev. to 2017) § 34-124 (b). General
Statutes (Rev. to 2017) § 34-186 generally authorizes
‘‘[s]uits . . . brought by or against a limited liability
company in its own name.’’ (Emphasis added.) Section
34-18724 provides the procedure that members or man-
agers must follow if they wish to file a lawsuit in the
name of the company. Section 34-187 (a) (1) and (b)
authorizes any member of a limited liability company,
regardless of whether that company vests management
responsibilities in its members or managers, to bring
an action in the name of the company upon the vote of
a majority of disinterested members. Likewise, § 34-
187 (a) (2) authorizes any manager of a manager-man-
aged limited liability company to bring an action in the
name of that company upon the vote necessary under
General Statutes (Rev. to 2017) § 34-142 (a), which
requires ‘‘more than one-half by number of [disinter-
ested] managers . . . .’’
   Connecticut modeled the procedure set forth in § 34-
187 on § 1102 of the Prototype Act.25 The drafters of
the Prototype Act expressly ‘‘emphasize[d] that [§ 1102]
does not permit derivative suits unless they are pro-
vided for in the operating agreement.’’ 3 L. Ribstein &
R. Keatinge, Limited Liability Companies (2d Ed. 2011)
Appendix C, p. App. C-109.26 Instead, the drafters
intended to create a substitute for the derivative action,
which they deemed more appropriate ‘‘in closely held
firms like the typical [limited liability company] . . .
[in which] members can be expected to be actively
interested in the firm, and . . . can readily be coordi-
nated for a vote on a suit by the firm.’’ Id., p. App. C-110.
The ‘‘extra expense’’ and procedural hurdles required
to bring a derivative action, the drafters reasoned, ‘‘may
not be worth it’’ in the limited liability company context;
id.; which differs from that of ‘‘public corporations . . .
[where] the members are generally passive . . . unin-
volved in management and . . . too numerous to coor-
dinate effectively for action against errant managers.’’
Id., p. App. C-109.
   We conclude, therefore, that, in adopting a function-
ally identical provision to § 1102 of the Prototype Act,
our legislature chose to omit the derivative action under
the CLLCA for members and managers of limited liabil-
ity companies.27 Consequently, the plaintiff in the pres-
ent case failed to allege that he undertook the proper
procedure to maintain standing under the CLLCA.
Although the allegations set forth in the plaintiff’s sec-
ond amended complaint—namely, that he was a mem-
ber or manager of both companies and that either he
made demands on Briner or such demands were futile—
comport with the procedural requirements for bringing
a derivative action under the CULLCA, they do not
comply with the requirements for bringing a member
initiated action under the CLLCA.28
   The plaintiff asks this court, however, to look past
the CLLCA and conclude that, despite our legislature’s
omission of a derivative remedy in the CLLCA, limited
liability company members and managers may sue
derivatively under the common law.29 We have recently
explained, however, that ‘‘[o]ur common law does not
recognize [limited liability companies], which were first
created by [the enactment of the CLLCA].’’ Styslinger
v. Brewster Park, LLC, supra, 321 Conn. 317. The ques-
tion we must resolve, therefore, is ‘‘whether the recogni-
tion of [this] common-law remedy would conflict with
or frustrate the purpose of the [CLLCA] . . . .’’ (Inter-
nal quotation marks omitted.) Caciopoli v. Lebowitz,
309 Conn. 62, 69, 68 A.3d 1150 (2013). For the reasons
we have already explained, we conclude that it would.
Consistent with our reasoning, we observe that other
Prototype Act jurisdictions have held that members and
managers of limited liability companies must follow the
procedure for bringing a member initiated action and,
as such, lack standing to bring derivative actions under
the common law. See, e.g., Marx v. Morris, 386 Wis. 2d
122, 148, 925 N.W.2d 112 (2019) (declining to ‘‘judicially
import . . . corporate derivative standing provisions
into the [limited liability company] context where the
legislature has not done so’’).30 Consequently, we con-
clude that the trial court improperly exercised subject
matter jurisdiction over the plaintiff’s claims on behalf
of Revere Investments and Fund GP.
                            B
                    Direct Standing
   We next address whether the trial court incorrectly
determined that the plaintiff had standing to bring direct
claims alleging breach of fiduciary duty and breach of
the implied covenant of good faith and fair dealing
against Briner and Revere Capital TX for failure to repay
one of his loans, the LR Global bridge loan. The defen-
dants claim that, because Saunders Capital made the
investment at issue, the plaintiff lacked standing to
bring a direct claim seeking repayment, as he lacked a
distinct and separate injury from the company.
According to the defendants, therefore, we should
reverse the trial court’s judgment as to those claims
because the plaintiff was required to bring the action on
behalf of Saunders Capital.31 The plaintiff acknowledges
the general rule prohibiting a member of a limited liabil-
ity company from bringing a direct action when seeking
to recover for a harm suffered by the company. He
argues, however, that the general rule should not apply
because he financed the loan with his personal capital
through his wholly owned company. The plaintiff, there-
fore, asks this court to conclude that he satisfies the
requirements for direct standing regardless of his use
of Saunders Capital as a conduit. We conclude that, in
the present case, the trial court correctly concluded
that the plaintiff had standing to bring direct claims
with respect to the LR Global bridge loan.
   The record reveals the following additional facts that
are relevant to our resolution of this claim. In connec-
tion with one particular loan made by Revere Invest-
ments to LR Global, the plaintiff loaned Revere Invest-
ments, through his single-member, solely owned
company, Saunders Capital, $398,000 of bridge financ-
ing. Saunders Capital appears on the spreadsheets for
these loans as the provider of the bridge capital.32
Although other investors eventually participated in the
loan to LR Global, the plaintiff later converted a portion
of his bridge capital, the amount of which was disputed
at trial, into a permanent investment. After the parties
began winding down the companies, however, the plain-
tiff learned that Briner, whom he had ‘‘entrusted . . .
to perform [Revere Investments’] ‘back office’ duties,’’
failed to repay him the remainder of the amount he
initially funded.
   In direct counts four, six, nine, and ten, and derivative
counts seven and eight of his second amended com-
plaint, the plaintiff claimed, inter alia, that Briner and
Revere Capital TX breached their fiduciary duty and
the implied covenant of good faith and fair dealing by
failing to repay the remainder owed to the plaintiff on
his LR Global bridge loan. In their posttrial brief, the
defendants claimed, for the first time, that the plaintiff
lacked standing to seek damages with respect to the
LR Global bridge loan because Saunders Capital pro-
vided the funding. Although the trial court did not
address the defendants’ argument in its memorandum
of decision, it rendered judgment in favor of the plaintiff
with respect to the aforementioned counts, finding that
Briner had failed to repay the plaintiff $55,000 of his
bridge loan and, after including accrued interest,
awarded him a total of $85,078.
   On appeal, the defendants claim that the trial court
improperly exercised subject matter jurisdiction over
the plaintiff’s direct claims for breach of fiduciary duty
and the implied covenant of good faith and fair dealing
with respect to the LR Global bridge loan. The defen-
dants cite to our decision in Channing Real Estate,
LLC v. Gates, 326 Conn. 123, 138, 161 A.3d 1227 (2017),
in which this court held that members of limited liability
companies cannot bring direct actions to recover for
injuries suffered by the company. The plaintiff responds
that our rule in Channing Real Estate, LLC, does not
apply to this case because, as the sole member and
owner of his company, he had exclusive authority33 to
‘‘withdraw and use [personally owned capital].’’34 The
question presented, therefore, is whether to exempt
single-member limited liability companies from the
direct and separate injury requirements necessary to
bring a direct action. We conclude that, when the unique
circumstance arises in which the sole member of a
limited liability company seeks to remedy a harm suf-
fered by it, a trial court may permit such a member to
bring his claims in a direct action, as long as doing so
does not implicate the policy justifications that underlie
the distinct and separate injury requirement.
   We begin with the general principles governing classi-
cal aggrievement. Although the question of whether
the plaintiff lacked derivative standing concerned the
CLLCA—which provided a substitute to the derivative
remedy—and,        therefore,      implicated     statutory
aggrievement principles, the plaintiff does not assert
that § 34-187 authorized him to bring his direct claims.
‘‘The fundamental test . . . [therefore is] twofold
. . . . [F]irst, the party claiming aggrievement must
successfully demonstrate a specific, personal and legal
interest in [the subject matter of the challenged action],
as distinguished from a general interest, such as is the
concern of all members of the community as a whole.
Second, the party claiming aggrievement must success-
fully establish that this specific personal and legal inter-
est has been specially and injuriously affected by the
[challenged action].’’ (Internal quotation marks omit-
ted.) Wilcox v. Webster Ins., Inc., 294 Conn. 206, 214–15,
982 A.2d 1053 (2009).
   This court has not addressed the specific question of
whether the member of a single-member limited liability
company has standing to bring an action directly on
behalf of the company. We derived the general rule
outlined in Channing Real Estate, LLC—that members
of limited liability companies cannot bring a direct
action alleging harm to the company—from the direct
injury requirements imposed on shareholders.35 Conse-
quently, the rationale behind the distinct and separate
injury requirement as explained in the corporate law
context provides an informative backdrop. We
explained in Channing Real Estate, LLC, that ‘‘[a] dis-
tinction must be made between the right of a share-
holder to bring suit in an individual capacity as the sole
party injured, and his right to sue . . . on behalf of
the corporation alleged to be injured.’’ Yanow v. Teal
Industries, Inc., 178 Conn. 262, 281, 422 A.2d 311 (1979).
The distinction between a direct and derivative action
turns on whether the alleged ‘‘injury sustained . . . is
peculiar to [that shareholder] alone’’ or whether, by
virtue of harm suffered by the company, it affects all
of the shareholders collectively. Id., 282 n.9. In the latter
situation, the plaintiff must proceed ‘‘ ‘secondarily,’
deriving his rights from the corporation which is alleged
to have been wronged.’’ Id., 281.
   We observe that the rule prohibiting shareholders
from bringing a direct action to recover for a harm
suffered by the corporation addresses the following
policy rationales: (1) the protection of other sharehold-
ers and creditors of the company; (2) the avoidance of
multitudinous litigation; and (3) the equal distribution
of recovery to injured parties. See, e.g., Barth v. Barth,
659 N.E.2d 559, 561 (Ind. 1995). The American Law
Institute explains that, if a shareholder sues directly for
a harm that impacts multiple shareholders, the ‘‘injured
shareholders other than the plaintiff will [not] share in
the [plaintiff’s] recovery [unless] the action is [brought
as] a class action . . . on behalf of all [of] these share-
holders.’’ 2 A.L.I., Principles of Corporate Governance:
Analysis and Recommendations (1994) § 7.01, comment
(d), p. 20. Likewise, a plaintiff’s direct action can pre-
vent creditors of the corporation from sharing in any
recovery. Id.; see also May v. Coffey, 291 Conn. 106,
119 n.9, 967 A.2d 495 (2009) (noting, in dictum, that
allowing minority shareholders to bring direct action
for majority’s dilution of preexisting shares ‘‘would
encourage . . . multiple lawsuits’’). Consequently, a
direct action alleging harm to multiple shareholders can
‘‘unfairly expose the corporation or the defendants to
a multiplicity of actions’’ by shareholders or creditors
that later bring claims and affect the ability of those
later plaintiffs to receive ‘‘a fair distribution of the recov-
ery . . . .’’ 2 A.L.I., supra, § 7.01 (d), p. 17.
   An action brought by one shareholder on behalf of
the company or derivative action, by contrast, alleviates
the concerns posed by the direct action. It ‘‘distributes
the recovery more broadly and evenly than a direct
action . . . [because it] goes to the corporation,
[allowing] creditors and others having a stake in the
corporation [to] benefit financially from [it] . . . .’’ Id.,
§ 7.01, comment (d), p. 20. Similarly, because the corpo-
ration’s recovery will be distributed to other sharehold-
ers, ‘‘[that derivative] action will have a preclusive effect
that spares the corporation and the defendants from
being exposed to a multiplicity of suits.’’ Id. Courts,
therefore, can protect the interest of other shareholders
and creditors of the corporation, avoid a multiplicity of
actions, and distribute equal recovery to all the injured
parties by requiring shareholders to bring an action on
behalf of the corporation.
   The law, however, has recognized some exceptions
to this corporate rule. The United States Court of
Appeals for the Ninth Circuit, for example, recognized
that, in some circumstances, the policy reasons for
requiring shareholders to bring an action on behalf of
the corporation may not be present even though the
action alleges in substance a corporate injury. Watson
v. Button, 235 F.2d 235, 237 (9th Cir. 1956); see id.
(concluding that Oregon law would permit individual
recovery by shareholders, although injury belonged to
corporation, where rights of creditors and other share-
holders are not prejudiced and there exists no threat
of multiplicity of actions); see also 2 A.L.I., supra, § 7.01,
comment (e), p. 21, citing Watson v. Button, supra,
237. Partly in response to Watson, the American Law
Institute promulgated a rule for actions brought by
members of closely held corporations that permits trial
courts to treat the shareholders’ otherwise indirect
claims as direct claims.36 See 2 A.L.I., supra, § 7.01 (d),
p. 17. According to the American Law Institute, before
a trial court can ‘‘treat an action raising derivative
claims as a direct action, exempt it from those restric-
tions and defenses applicable only to derivative actions,
and order an individual recovery, it [must first find]
that to do so will not (i) unfairly expose the corporation
or defendants to a multiplicity of actions, (ii) materially
prejudice the interests of creditors of the corporation,
or (iii) interfere with a fair distribution of the recovery
among all interested persons.’’37 Id.
   Following the American Law Institute’s rationale,
courts from other jurisdictions38 have adopted excep-
tions permitting trial courts to treat otherwise deriva-
tive claims in a direct action where the plaintiff share-
holder belongs to a closely held corporation. See, e.g.,
Trieweiler v. Sears, 268 Neb. 952, 983, 689 N.W.2d 807
(2004) (‘‘the concept of a corporate injury that is distinct
from any injury to the shareholders approaches the
fictional in the case of a firm with only a handful of
shareholders’’); Durham v. Durham, 151 N.H. 757, 762,
871 A.2d 41 (2005) (‘‘[T]he derivative/direct distinction
makes little sense when the only interested parties are
two individuals or sets of shareholders, one who is in
control and the other who is not. In this context, the
debate over derivative status can become purely techni-
cal. . . . In cases . . . [in which] the principles under-
lying the derivative proceeding are not served, the trial
court [may] allow the plaintiff to pursue a direct claim
against the corporate officers.’’ [Citation omitted; inter-
nal quotation marks omitted.]); Aurora Credit Services,
Inc. v. Liberty West Development, Inc., 970 P.2d 1273,
1280 (Utah 1998) (permitting minority ‘‘[s]hareholders
in a closely held corporation [to] bring directly claims
which are by nature derivative’’); see also Thomas v.
Dickson, 250 Ga. 772, 774–75, 301 S.E.2d 49 (1983) (hold-
ing that derivative action was properly maintained as
direct action where factors outlined in Watson v. But-
ton, supra, 235 F.2d 237, were not implicated); Barth
v. Barth, supra, 659 N.E.2d 562 (adopting American
Law Institute approach); Mynatt v. Collis, 274 Kan. 850,
872–73, 57 P.3d 513 (2002) (adopting American Law
Institute approach); Derouen v. Murray, 604 So. 2d
1086, 1091 n.2 (Miss. 1992) (approving of American Law
Institute approach in dictum); R. Thompson, ‘‘The
Shareholder’s Cause of Action for Oppression,’’ 48 Bus.
Law. 699, 735 (1993) (noting that ‘‘[a] growing number
of courts . . . [have] permit[ed] direct suits in close
corporation settings where the complaint is one that,
in a public corporation setting, must be brought as a
derivative action’’). At least one other jurisdiction has
extended this concept to limited liability companies.
See Dalton v. McLarty, 671 Fed. Appx. 247, 248 (5th Cir.
2016) (citing corporate law case recognizing exception
and anticipating that Mississippi law would allow direct
action by member of limited liability company); see
also S. Miller, ‘‘What Buy-Out Rights, Fiduciary Duties,
and Dissolution Remedies Should Apply in the Case of
the Minority Owner of a Limited Liability Company?,’’
38 Harv. J. on Legis. 413, 453 (2001) (‘‘Because of the
closely held nature of the [limited liability company],
there may be little practical difference between a direct
suit and a derivative suit. Therefore, the [American Law
Institute’s] analysis of derivative and direct suits with
respect to close corporations may well apply to pri-
vately owned [limited liability companies].’’).
   These authorities persuade us that, in cases such as
this one, a narrowly tailored exception can provide a
more flexible mechanism for addressing member stand-
ing.39 This is especially true under circumstances, like
those in the present case, in which both the parties
and the court system expended time and resources to
litigate these matters and the ‘‘concept of a corporate
injury that is distinct from any injury to [its sole mem-
ber] approaches the fictional . . . .’’ (Internal quota-
tion marks omitted.) Aurora Credit Services Inc. v.
Liberty West Development, Inc., supra, 970 P.2d 1280.
Consequently, we conclude that the trial court may
permit the member of a single-member limited liability
company to bring an action raising derivative claims as
a direct action and may order an individual recovery if
it finds that to do so will not (1) unfairly expose the
company or defendants to a multiplicity of actions, (2)
materially prejudice the interests of creditors of the
company, or (3) negatively impact other owners or cred-
itors of the company by interfering with a fair distribu-
tion of the recovery among all interested parties.40
   In the present case, the trial court properly exercised
subject matter jurisdiction over the plaintiff’s direct
claims. Although the defendants did not challenge the
plaintiff’s standing to directly recover the remainder of
his LR Global bridge loan until after the close of evi-
dence in their posttrial brief, the trial court’s exercise
of jurisdiction implicitly relies on and is supported by
the three factors set forth by the American Law Insti-
tute. See 2 A.L.I., supra, § 7.01, p.17. The record reveals
that, at trial, neither party disputed that the plaintiff
constituted Saunders Capital’s sole member or that he
funded the bridge loan with his personal funds. The
trial court explicitly found that the capital provided for
that loan belonged to the plaintiff personally. Moreover,
because neither the record nor either party suggests
that any creditors of Saunders Capital exist and would
be prejudiced by the plaintiff’s recovery, we observe
that the trial court’s decision to permit the plaintiff to
recover directly will not lead to a multiplicity of actions
or interfere with a fair distribution of recovery with
respect to other members or creditors. Under the cir-
cumstances, we believe that prohibiting the plaintiff,
the sole member of Saunders Capital, from bringing a
direct action ‘‘would ‘exalt form over substance’
[because] . . . none of the reasons underlying the [dis-
tinct and separate injury] requirement [is] present.’’
Barth v. Barth, supra, 659 N.E.2d 560.
                            II
     REIMBURSEMENT FOR FEES AND COSTS
   The final issue we resolve in this appeal concerns a
prevailing party’s ability to receive reimbursement for
the work performed by a joint fiduciary appointed by
the court to wind up the companies at issue in a dissolu-
tion proceeding. The plaintiff claims that the trial court
abused its discretion in refusing to order Briner to reim-
burse him for fees incurred by Schachter in his capacity
as the joint, court-appointed fiduciary and Nicholas
Puglisi, an accountant engaged by Schachter to assist
in winding up the Fund and Fund GP. The plaintiff
argues that, because the trial court rendered judgment
in his favor on counts four and six, and determined
that Briner and Revere Capital TX breached their fidu-
ciary duty and the implied covenant of good faith and
fair dealing in failing to repay the amount owed to the
plaintiff on his LR Global bridge loan, the trial court
should have either apportioned the fees or ‘‘[held] a
hearing to apportion [the] fees’’ incurred by Schachter
and Puglisi to the extent that the services performed
were to correct tax and accounting errors caused by
Briner’s misconduct. The defendants respond that the
trial court did not abuse its discretion in rejecting the
plaintiff’s request for reimbursement, as it properly
determined that all of the owners of Revere Investments
and Fund GP, including the plaintiff, bore responsibility
for failing to ensure that the bookkeeping and account-
ing of those companies were properly performed. We
conclude that the trial court did not abuse its discretion.
   The following additional facts are relevant to our
resolution of this issue. The trial court found that the
plaintiff ‘‘trusted [Briner] to properly manage the daily
operations of [Revere Investments], the Fund, and Fund
GP and to service the loans to [his] expectations, but
. . . failed to verify, or to hire competent help [to]
verify, that [Briner] was managing and servicing [the
loans] as expected and required . . . [even] when
[Briner] increasingly complained about [a] disparate
workload . . . .’’ ‘‘[E]ven after discovering [that Briner
placed] his outside investor money in [Revere Capital
CT] and [kept] the profits associated therewith from
[Revere Investments] . . . neither [the plaintiff] nor
[Saunders] exercised [his] powers in [the companies]
to manage and supervise the investments and hire com-
petent bookkeeping, tax, legal, and accounting experts
to review [their] books and records . . . .’’
  Consequently, although the trial court determined
that Briner and Revere Capital TX owed the plaintiff
$85,078 in connection with failing to repay the LR Global
bridge loan, it rejected the plaintiff’s request to order
the defendants to reimburse him for the fees incurred
by Schachter and Puglisi, who analyzed ‘‘the complex
payment structures’’ for errors and consulted on ‘‘tax
implications’’ associated with winding down the compa-
nies. That court noted that ‘‘[t]he cause of those fees
was the bookkeeping and accounting that all the owners
and managers were responsible [for] assur[ing] were
correctly performed . . . [and] all owners failed to
assure that appropriate bookkeeping and accounting
were regularly performed and supervised.’’ (Emphasis
in original.)
   We note at the outset of our analysis that, although
the CLLCA contains a provision governing the ability
of members and managers to wind up a company’s
affairs; General Statutes (Rev. to 2017) § 34-208; it does
not provide guidance on reimbursement of fees
incurred by receivers appointed to effectuate the wind-
ing up process. We begin, therefore, with the legal prin-
ciples governing the review of a trial court’s order
awarding attorney’s fees or other litigation expenses.
We have explained that ‘‘Connecticut adheres to the
‘American rule’ . . . [which reflects the idea that] in
the absence of statutory or contractual authority to the
contrary, a successful party is not entitled to recover
attorney’s fees or other ‘ordinary expenses and burdens
of litigation . . . .’ ’’ Total Recycling Services of Con-
necticut, Inc. v. Connecticut Oil Recycling Services,
LLC, 308 Conn. 312, 326, 63 A.3d 896 (2013). ‘‘It is well
established that we review the trial court’s decision to
award attorney’s fees for abuse of discretion. . . . This
standard applies to the amount of fees awarded . . .
and also to the trial court’s determination of the factual
predicate justifying the award. . . . Under the abuse
of discretion standard of review, ‘[w]e will make every
reasonable presumption in favor of upholding the trial
court’s ruling, and only upset it for a manifest abuse
of discretion. . . . [Thus, our] review of such rulings
is limited to the questions of whether the trial court
correctly applied the law and reasonably could have
reached the conclusion that it did.’ ’’ (Citations omit-
ted.) Schoonmaker v. Lawrence Brunoli, Inc., 265
Conn. 210, 252–53, 828 A.2d 64 (2003).
  We conclude that the trial court did not abuse its
discretion in refusing to order the defendants to reim-
burse the plaintiff for the fees incurred by Schachter
and Puglisi. The trial court found that, in failing to ‘‘hire
professional bookkeeping, tax and legal professionals
to assure that the management duties of [the compa-
nies] were properly performed . . . [and] [leaving
Briner] largely unsupervised,’’ the plaintiff did not
timely protect his interests. On the basis of the trial
court’s numerous findings, including the discrepancy
of experience between the parties, it was reasonable
for the trial court to determine that the plaintiff’s neglect
contributed to the magnitude of complexity required for
Schachter and Puglisi to untangle Revere Investments’
books and records.41 The trial court did not abuse its
discretion in refusing to order Briner to reimburse the
plaintiff for fees incurred by Schachter and Puglisi in
winding up the Fund and Fund GP.
   For the reasons set forth in this opinion, we conclude
that, in the absence of a provision in the operating
agreement of a limited liability company authorizing
the filing of derivative lawsuits, members and managers
lacked standing to bring derivative claims under the
CLLCA and the common law at the time the plaintiff
commenced the present action; although the general
rule prohibits a derivative action, the trial court may,
in its discretion, permit a member of a single-member
limited liability company to bring an action raising
derivative claims as a direct action and to order an
individual recovery if the court finds that it will not
(1) unfairly expose the company or defendants to a
multiplicity of actions, (2) materially prejudice the inter-
ests of creditors of the company, or (3) interfere with
a fair distribution of the recovery among all interested
parties. We further conclude that the trial court did not
abuse its discretion in refusing to order the defendants
to reimburse the plaintiff for his portion of the fees
incurred by the joint, court-appointed fiduciary and an
accountant hired by him. We therefore affirm the trial
court’s judgment rendered in favor of the plaintiff as
to his direct claims, reverse the trial court’s judgment
in favor of the plaintiff as to his derivative claims, and
vacate the trial court’s order awarding the plaintiff attor-
ney’s fees and costs under CUTPA.
   The judgment is reversed with respect to the plain-
tiff’s derivative claims and the case is remanded with
direction to vacate the order awarding attorney’s fees
to the plaintiff; the judgment is affirmed in all other
respects.
  In this opinion PALMER, D’AURIA and ECKER,
Js., concurred.
   * This case originally was scheduled to be argued before a panel of this
court consisting of Chief Justice Robinson and Justices Palmer, McDonald,
D’Auria, Mullins, Kahn and Ecker. Although Justice Palmer was not present
when the case was argued before the court, he has read the briefs and
appendices, and listened to a recording of the oral argument prior to partici-
pating in this decision.
   1
     All references herein to the CLLCA are to the 2017 revision. We note
that the events underlying this case occurred over the course of several
years; we use the 2017 revision in the interest of simplicity. Our legislature
has since repealed the CLLCA, effective July 1, 2017, and replaced it with
the Connecticut Uniform Limited Liability Company Act, General Statutes
§ 34-243 et seq.
   2
     Revere Investments, LLC, Revere High Yield GP, LLC, Madison Mott,
Inc., Revere High Yield Fund, L.P., and Revere Capital Management, LLC,
were also named as defendants but are not parties to this appeal. All refer-
ences herein to the defendants are to Briner, Revere Capital CT and Revere
Capital TX.
    3
      The defendants appealed from the judgment of the trial court to the
Appellate Court, and we transferred the appeal to this court pursuant to
General Statutes § 51-199 (c) and Practice Book § 65-1.
    4
      In February, 2012, as the relationship between Briner and Saunders
became increasingly hostile, Saunders transferred his membership interest
in Revere Investments to the plaintiff.
    5
      One point equaled 1 percent of the face or ‘‘gross’’ amount of the loan.
    6
      The trial court provided the following example: ‘‘If an inside investor
invested [$1 million], and received six ‘points’ (a 6 percent of the gross loan
‘origination fee’ from the borrower), the inside investor could either . . .
present a [$1 million] check to [Revere Investments] and receive back a
$60,000 check (points fee on the investment) from [Revere Investments] or
simply present [to Revere Investments] a $940,000 check—but either way,
the inside investor would be paid interest by [Revere Investments] on the
[$1 million] investment.’’
    7
      The trial court found that ‘‘[t]he partners initially [orally] agreed that
inside investors would receive interest on the ‘face amount’ of their invest-
ment (not reduced by the origination fee they received during the loan
closing), including a pro rata share of the points Revere Investments charged
on a loan. Using this method, inside investors rather than Revere Investments
would also receive interest-on-points profit regarding investments of
[insider] capital. [The plaintiff] would also keep both the ‘interest rate spread
profit’ and the ‘fees’ earned on certain identified and agreed upon [nonfamily]
‘inside investors’ funds. During the years of operation, these agreements
deprived [Revere Investments] of considerable profits and benefitted [the
plaintiff], but this was obvious and understood when the parties agreed
upon this conduct at the inception of their business. . . . Though [Briner]
denied such an agreement, the court rejects his testimony on this point and
accepts the evidence, testimonial and documentary, confirming the parties’
agreement.’’ (Footnote omitted.)
    8
      Side car investments ‘‘differ from investments in the Fund in that, [as
a side car] an investor invests in a single loan chosen by the investor, while
in the [Fund] the investment is . . . pooled’’ with other capital and
‘‘invest[ed] in multiple loans.’’ (Emphasis in original.)
    9
      The trial court found that Briner ‘‘mistreated his business partners by
. . . improperly allocating expenses for employees, equipment, supplies,
travel, and rent from his privately owned [Revere Capital] to [Revere Invest-
ments] and the Fund, by unilaterally altering the long-standing and agreed
upon allocation of profits amongst inside/outside/and owners of [Revere
Investments] and the Fund, and by improper accounting methods.’’
    10
       The trial court found that, ‘‘[i]n 2006, [Briner] had created, and solely
owned, Revere Capital [TX], a Texas entity . . . and engaged in the business
of ‘hard money lending’ before partnering with [Saunders and the plaintiff]
in the involved ventures. In 2010, [Briner] created, and solely owned, Revere
Capital [CT], a Connecticut entity . . . .’’ The record reveals that, in addition
to owning Revere Capital TX prior to the inception of Revere Investments,
the parties orally agreed to use ‘‘Revere Capital [TX] as the marketing
arm’’ of Revere Investments, as Briner—who made two equity investments
through that entity prior to forming Revere Investments with Saunders—
felt that he already ‘‘had investors that were used to investing in Revere
Capital [TX].’’ Saunders testified that, around the time that the plaintiff
commenced litigation, he and the plaintiff learned that Briner had created
Revere Capital CT after the parties started Revere Investments. The trial
court found that, ‘‘[o]n four loans . . . [Briner] intentionally and deliber-
ately violated the agreement [he had] reached with [the plaintiff and Saun-
ders] in the operation of [Revere Investments] and the Fund by placing
undisclosed outside capital in [Revere Capital TX and/or Revere Capital CT]
then having [Revere Capital TX and/or Revere Capital CT] participate in the
loans as an ‘inside investor.’ ’’ (Footnote omitted.) When questioned at trial
whether Briner placed outside capital into Revere Capital CT, rather than
Revere Capital TX, to treat those outside investments as his own insider
capital and divert profits from Revere Investments, Briner testified that he
did not keep separate books and records for each company and could not
distinguish between them.
    11
       The trial court found that, ‘‘[b]y July, 2012 . . . [b]ookkeeping and
accounting errors in the management of [Revere Investments] and the Fund
were identified by accountants and counsel. The extent of [Briner’s] incom-
petent and inconsistent management of [Revere Investments], the Fund,
and Fund GP was discovered and identified, the misallocation of investors’
profits uncovered, and the attribution of [Briner’s] solely owned company
expenses to [Revere Iinvestments]/Fund was exposed.’’
   12
      The defendants asserted ten special defenses and a thirty-three count
counterclaim. The trial court deemed the defendants’ special defenses aban-
doned, as the defendants ‘‘neither briefed nor argued’’ them. The defendants
withdrew all but nine counts of their counterclaim before the trial court
rendered judgment. Following a bench trial, that court then rendered judg-
ment in favor of the plaintiff on counts three, nineteen through twenty-two,
and twenty-eight of the defendants’ counterclaim. The trial court rendered
judgment in favor of the defendants on their counterclaim counts thirty
through thirty-three and ordered a declaratory judgment in connection with
those counts.
   13
      Prior to trial, the trial court granted the defendants’ motion to strike the
following counts: direct count seven, alleging a violation of the Connecticut
Uniform Securities Act; direct count eleven and derivative count nine, alleg-
ing statutory theft; direct count twelve and derivative count ten, alleging
conversion; and derivative counts three and five, alleging breach of the
implied covenant of good faith and fair dealing. The plaintiff withdrew
derivative count thirteen, alleging breach of the Fund’s limited partner-
ship agreement.
   Following trial, the court also rendered judgment in favor of Madison
Mott, Inc., a company owned by Briner’s wife, on direct counts thirteen and
fourteen and derivative counts eleven and twelve, alleging facilitation of
breach of fiduciary duty and violations of CUTPA.
   14
      In direct count two and derivative count one, the plaintiff alleged com-
mon-law fraud against the defendants.
   15
      In direct count three and derivative count two, directly and on behalf
of Revere Investments, the plaintiff alleged breach of Revere Investments’
operating agreement against Revere Capital TX. In direct count five and
derivative count four, directly and on behalf of Fund GP, the plaintiff alleged
breach of Fund GP’s limited liability company agreement against Briner.
   16
      In direct counts four and six, the plaintiff alleged breach of the implied
covenant of good faith and fair dealing against Revere Capital TX and
Briner, respectively.
   17
      In direct counts nine and ten and derivative counts seven and eight,
the plaintiff alleged breach of fiduciary duty directly and on behalf of Revere
Investments and Fund GP against Revere Capital TX and Briner, respectively.
In direct count thirteen and derivative count eleven, the plaintiff alleged
facilitation of the breach of fiduciary duty against Madison Mott, Inc.
   18
      In direct count seven and derivative count twelve, the plaintiff alleged
violations of the Connecticut Uniform Securities Act, directly against the
defendants and on behalf of Revere Investments against Madison Mott, Inc.,
as to the derivative claim. In direct count eight and derivative count six,
directly and on behalf of Revere Investments, respectively, the plaintiff
alleged violations of CUTPA against the defendants. Moreover, in addition
to his CUTPA claims against the defendants, in direct count fourteen, the
plaintiff alleged violations of CUTPA against Madison Mott, Inc.
   19
      The parties could have authorized the filing of derivative actions in the
operating agreements of Revere Investments and Fund GP. See Styslinger
v. Brewster Park, LLC, 321 Conn. 312, 317, 138 A.3d 257 (2016) (noting
that CLLCA provides default rules regarding operation of limited liability
companies but permits ‘‘members to supplement these statutory provisions
by adopting an operating agreement to govern the [company’s] affairs’’);
418 Meadow Street Associates, LLC v. Clean Air Partners, LLC, 304 Conn.
820, 837, 43 A.3d 607 (2012) (‘‘[T]he statutory scheme controls and provides
for the default method of operation, unless the organizers or members of
the limited liability company contract, through the operating agreement, for
another method of operation. Indeed, this is one of the foundational princi-
ples of the law governing limited liability companies.’’); 3 L. Ribstein & R.
Keatinge, Limited Liability Companies (2d Ed. 2011) Appendix C, p. App.
C-109 (‘‘this section does not permit derivative suits unless they are provided
for in the operating agreement’’). Because the operating agreements of
Revere Investments and Fund GP are silent as to the parties’ abilities to
bring a derivative action, however, we conclude that no such contractual
authorization exists in the present case, and the plaintiff’s right to sue in
a derivative capacity, if it exists, must emanate from the CLLCA or the
common law.
   20
      As a second alternative—that is, if this court were to conclude that the
plaintiff lacked standing under the CLLCA and the common law to bring
his derivative claims—the plaintiff asks that we conclude, nevertheless, that
the trial court retained subject matter jurisdiction over his claims because
‘‘the same judicial result would [have] occur[ed] under the court’s order
awarding judicial dissolution’’ pursuant to General Statutes (Rev. to 2017)
§ 34-207. The defendants respond that, because the parties agreed to dissolve
the companies, the trial court did not need to make any of its findings to
resolve that count. We conclude that, ‘‘[b]ecause the plaintiff did not request
with specificity any other form of relief besides a dissolution’’ in count one
of his complaint, the plaintiff lacked a legal basis to seek ‘‘some other form
of relief besides dissolution and winding up.’’ Styslinger v. Brewster Park,
LLC, 321 Conn. 312, 315, 138 A.3d 257 (2016).
    In Styslinger, this court was asked to determine whether an assignee of
a membership interest in a limited liability company had standing to seek
a court order winding up the company. Id., 313–14. After concluding that
assignees lack standing to seek such orders, we noted that, ‘‘[a]ssuming for
the sake of argument that an assignee is entitled to seek some other relief,
including money damages, for wrongful conduct on the part of the members
or managers of [a limited liability company], the plaintiff did not explicitly
ask for any other relief besides a court-ordered dissolution and winding up
of [that company’s] affairs in his complaint. Although the plaintiff requested
‘[s]uch other and further relief as in law or equity may appertain,’ the trial
court properly concluded that a more specific request was necessary to put
the defendants on notice that the plaintiff was seeking some other form of
relief besides dissolution and winding up.’’ Id., 315 n.2.
    In Styslinger, therefore, we indicated that we would reject a ‘‘catchall
prayer for relief’’ to satisfy a claim for money damages when dissolving and
winding up a limited liability company. Id. In the present case, the plaintiff
failed to ask for any form of damages under count one but, rather, asked
only that the court judicially dissolve Revere Investments and Fund GP.
Although the plaintiff requested additional relief at the end of his fifty-one
page complaint, the specific requests for damages expressly relate to other
counts of the complaint. Additionally, where the plaintiff lists an individual
request for relief asking solely for judicial dissolution, he fails to mention
any additional damages. Finally, as we noted in Styslinger, the plaintiff’s
catchall prayer requesting ‘‘such other and further relief, both legal and
equitable, as the court, in its discretion, may deem just and proper,’’ does
not suffice to confer standing to seek damages based on the derivative
counts in his complaint.
    21
       Our conclusion that the plaintiff lacked standing to bring the derivative
claims, including the CUTPA counts, disposes of the issues relating to attor-
ney’s fees under CUTPA and the challenges to the admission of expert
testimony. We observe that, in order to sustain a legal basis for attorney’s
fees, a plaintiff must first succeed on the merits of his CUTPA claim. See, e.g.,
Total Recycling Services of Connecticut, Inc. v. Connecticut Oil Recycling
Services, LLC, 308 Conn. 312, 329, 63 A.3d 896 (2013) (‘‘CUTPA . . . affords
a trial court discretion to award attorney’s fees if a violation is established’’);
Vezina v. Nautilus Pools, Inc., 27 Conn. App. 810, 821, 610 A.2d 1312 (1992)
(‘‘[t]he moving party must prevail on the CUTPA cause of action before
such fees and damages must be awarded’’). Accordingly, because we con-
clude that the plaintiff lacked standing to bring derivative CUTPA claims
under the CLLCA, and he has not articulated an alternative basis upon which
to grant him attorney’s fees, we do not reach the issue of whether the trial
court incorrectly apportioned attorney’s fees under the plaintiff’s derivative
CUPTA counts.
    In addition, because we conclude that the plaintiff lacked standing to
bring derivative counts seven and eight—which alleged breach of fiduciary
duty on behalf of Revere Investments and Fund GP, respectively—we do
not reach the issue of whether we should reverse the trial court’s judgment
in favor of the plaintiff as to those counts on the ground that it abused its
discretion in admitting the opinion testimony of Schachter—the joint, court-
appointed fiduciary hired to wind up the companies at issue—when the
plaintiff, who called Schachter to testify, failed first to disclose him as an
expert witness under Practice Book § 13-4.
    22
       The record indicates that, although Saunders transferred his member-
ship interest in Revere Investments to the plaintiff, the plaintiff did not
become a comanager of that company. The plaintiff’s status as a member
but not a manager of Revere Investments does not affect our legal analysis
under § 34-187, as that statute clearly provides that any member of a limited
liability company, regardless of whether that company vests management
responsibilities in its members or managers, may bring an action in the
name of the company upon the vote of a majority of disinterested members.
   23
      The Prototype Act was drafted in 1992 by the Working Group on the
Prototype Limited Liability Company Act, Subcommittee on Limited Liability
Companies, Committee on Partnerships and Unincorporated Business Orga-
nizations of the Business Law Section of the American Bar Association. See
3 Ribstein & R. Keatinge, Limited Liability Companies (2d Ed. 2011) Appendix
C, p. App C-109.
   24
      General Statutes (Rev. to 2017) § 34-187 provides: ‘‘(a) Except as other-
wise provided in an operating agreement, suit on behalf of the limited liability
company may be brought in the name of the limited liability company by:
(1) Any member or members of a limited liability company, whether or not
the articles of organization vest management of the limited liability company
in one or more managers, who are authorized to sue by the vote of a majority
in interest of the members, unless the vote of all members shall be required
pursuant to subsection (b) of section 34-142; or (2) any manager or managers
of a limited liability company, if the articles of organization vest management
of the limited liability company in one or more managers, who are authorized
to sue by the vote required pursuant to section 34-142.
   ‘‘(b) In determining the vote required under section 34-142 for purposes
of this section, the vote of any member or manager who has an interest in
the outcome of the suit that is adverse to the interest of the limited liability
company shall be excluded.’’
   25
      Section 1102 of the Prototype Act provides: ‘‘Unless otherwise provided
in an operating agreement, a suit on behalf of the limited liability company
may be brought only in the name of the limited liability company by:
   ‘‘(a) One or more members of a limited liability company, whether or not
an operating agreement vests management of the limited liability company
in one or more managers, who are authorized to sue by the vote of more
than one half by number of the members eligible to vote thereon, unless
the vote of all members shall be required pursuant to § 403 (B), provided
that in determining the vote required under § 403, the vote of any member
who has an interest in the outcome of the suit that is adverse to the interest
of the limited liability company shall be excluded; or
   ‘‘(b) One or more managers of a limited liability company, if an operating
agreements vests management of the limited liability company in one or
more managers, who are authorized to do so by the vote required pursuant
to § 403 of the members eligible to vote thereon, provided that in determining
such required vote, the vote of any manager who has an interest in the
outcome of the suit that is adverse to the interest of the limited liability
company shall be excluded.’’ See 3 L. Ribstein & R. Keatinge, Limited Liability
Companies (2d Ed. 2011) Appendix C, pp. App. C-107 through App. C-108.
   26
      The type of action contemplated in the Prototype Act differs from a
derivative action, the drafters explained, because § 1102 of the Prototype
Act creates procedures to permit disinterested members or managers who
agree to sue in the company’s name to bring an action—that is, to initiate
a suit by the company—rather than permitting ‘‘a single member to sue on
behalf of the [limited liability company] . . . .’’ See 3 L. Ribstein & R.
Keatinge, supra, p. App. C-109; id., pp. App. C-109 through App. C-110 (‘‘[s]uit
by a single member arguably is appropriate in public corporations because
the members are generally passive and uninvolved in management and in
any event too numerous to coordinate effectively for action against errant
managers . . . [whereas] it may not be worth it in closely held firms like
the typical [limited liability company] . . . [in which] members can be
expected to be actively interested in the firm, and . . . can readily be
coordinated for a vote on a suit by the firm’’); J. Burkhard, ‘‘Resolving LLC
Member Disputes in Connecticut, Massachusetts, Pennsylvania, Wisconsin,
and the Other States that Enacted the Prototype LLC Act,’’ 67 Bus. Law.
405, 409 (2012) (comparing derivative action’s ‘‘dual purpose,’’ in which
shareholders first compel corporation to sue and then file suit on its behalf,
with Prototype Act’s direct action, which lacks precondition that company
failed to act). We observe that, unlike the member initiated action provided
in § 34-187, the section authorizing a single member to bring a derivative
action under our new limited liability company statute—the Connecticut
Uniform Limited Liability Company Act (CULLCA), General Statutes § 34-
243 et seq.—requires a two step process. First, under General Statutes § 34-
271a, a member of a manager-managed limited liability company who desires
to bring a derivative action must first attempt to compel the company to
sue by serving upon the other managers ‘‘a demand . . . [to] cause the
company to bring an action . . . .’’ Second, if the managers fail to ‘‘bring
the action within ninety days’’ or a demand on them ‘‘would be futile,’’ then
the member may file suit on behalf of the company. General Statutes § 34-
271a (1) and (2).
   Burkhard and other commentators have noted that some courts, appar-
ently overlooking commentary by the drafters of the Prototype Act, have
conflated the member initiated action with the derivative action. See, e.g.,
J. Burkhard, supra, 67 Bus. Law. 411 (‘‘[i]n spite of the rather clear direction
that Prototype Act [§] 1102 replaces the derivative suit . . . such has not
always been how the courts have applied their respective statutes, and there
appears to be substantial confusion among the courts as to how the statute
should be applied’’); A. Gladden, ‘‘Beyond Direct vs. Derivative: What Muccio
v. Hunt Tells Us about Arkansas LLCs,’’ 51 Ark. Law. 34, 35 (2016) (ques-
tioning decision of Arkansas Supreme Court applying shareholder derivative
action principles to limited liability companies despite existence of member
initiated action in its limited liability company statute).
   27
      Our conclusion is consistent with the context surrounding our legisla-
ture’s enactment of the CLLCA and its enactment of our current limited
liability company statute, the Connecticut Uniform Limited Liability Com-
pany Act (CULLCA), General Statutes § 34-243 et seq. Not only did our
legislature decline to provide for a derivative cause of action in the CLLCA
but, when it enacted the CLLCA, it also did not modify our derivative action
statute, General Statutes § 52-572j, to include limited liability companies.
See Ward v. Gamble, Docket No. CV-XX-XXXXXXX-S, 2009 WL 2781541, *3
(Conn. Super. July 23, 2009). The fact that the legislature did not modify
§ 52-572j after its enactment of the CLLCA suggests that it did not intend
to allow derivative actions for that type of corporate structure. See, e.g.,
Hartford/Windsor Healthcare Properties, LLC v. Hartford, 298 Conn. 191,
198, 3 A.3d 56 (2010) (‘‘[t]he legislature is always presumed to have created a
harmonious and consistent body of law’’ [internal quotation marks omitted]).
   Additionally, our interpretation that the legislature intended to omit a
statutory derivative remedy in the CLLCA is strengthened by its later choice
to expressly include that authority in the CULLCA. See, e.g., Celentano v.
Oaks Condominium Assn, 265 Conn. 579, 597, 830 A.2d 164, 176 (2003)
(citing cases that note that ‘‘subsequent legislative act may throw light on
the legislative intent of an earlier related act’’ [internal quotation marks
omitted]). The defendants claim that the legislature did not intend for the
CULLCA to apply retroactively. Because the CULLCA expressly provides
that it applies prospectively; see General Statutes § 34-283b; and the plaintiff
filed the present action in November, 2012, we agree. See, e.g., D’Eramo v.
Smith, 273 Conn. 610, 621, 872 A.2d 408 (2005) (‘‘procedural or remedial
statutes are intended to apply retroactively [only] absent a clear expression
of legislative intent to the contrary’’ [internal quotation marks omitted]).
   28
      We recognize that, ‘‘because of the closely held nature of many [limited
liability companies] there may be little difference between the derivative
remedy and the one proposed in this section.’’ 3 L. Ribstein & R. Keatinge,
supra, p. App. C-110. Practically, the two types of actions—member initiated
and derivative—differ in that, in a derivative action, the parties litigate
whether demand was made or whether it was futile and, in a member
initiated action, the parties litigate whether a given member’s or manager’s
interest was adverse to the company. The plaintiff in the present case,
however, was required to follow the procedure provided by statute in this
jurisdiction at the time he filed his action. As such, the CLLCA required him
to allege that he did not need to request a vote of Briner, whose interests
were adverse to that of both companies.
   Our interpretation regarding the mutual exclusivity of the two types of
actions finds support in later versions of the Prototype Act and decisions
by other legislatures that adopted the Prototype Act. In 2011, the Revised
Prototype Limited Liability Company Act (Revised Prototype Act) was pub-
lished by the Revised Prototype Limited Liability Company Act Editorial
Board, Subcommittee on Limited Liability Companies, Partnerships and
Unincorporated Entities of the Business Law Section of the American Bar
Association. The Revised Prototype Act contains provisions permitting both
the member initiated and derivative causes of action, derived from, inter
alia, the Revised Model Business Corporation Act of 2007. See 3 L. Ribstein &
R. Keatinge, Limited Liability Companies (Rev. Ed. 2019) Appendix G (noting
that ‘‘[t]he original Prototype Act did not provide for derivative actions’’
but not explaining reasons for providing both remedies). Additionally, we
observe that at least one other state that adopted the member initiated
action from the Prototype Act chose to include, although absent from the
Prototype Act itself, a separate provision permitting derivative actions. See
Ky. Rev. Stat. Ann. § 275.330 (LexisNexis 2012) (authorizing suit by or against
limited liability company in its own name); Ky. Rev. Stat. Ann. § 275.335
(LexisNexis Supp. 2018) (providing for member initiated action authorizing
members or managers to sue in name of company). But see Ky. Rev. Stat. Ann.
§ 275.337 (LexisNexis Supp. 2018) (providing members of limited liability
companies with derivative remedy).
   29
      The plaintiff relies on state trial court and federal District Court cases
to claim that Connecticut courts have recognized a common-law derivative
action for limited liability company members. Those decisions, however, are
not binding on our court. Moreover, we are not persuaded by the reasoning
in those cases, as the standing challenges in those cases chiefly contemplate
a member’s ability to bring direct, not derivative, causes of action. See, e.g.,
Channing Real Estate, LLC v. Gates, 326 Conn. 123, 138, 161 A.3d 1227
(2017) (limited liability company member lacked standing to bring direct
claim because company was party directly harmed); Scarfo v. Snow, supra,
168 Conn. App. 497 (same); O’Reilly v. Valletta, 139 Conn. App. 208, 214–15,
55 A.3d 583 (2012) (same), cert. denied, 308 Conn. 914, 61 A.3d 1101 (2013).
   The most compelling case, Ward v. Gamble, Docket No. CV-XX-XXXXXXX-
S, 2009 WL 2781541 (Conn. Super. July 23, 2009), in which the trial court
contemplated whether the plaintiff in that case could maintain a direct
action against the other members of the limited liability company, directly
addressed whether our common law provides members of limited liability
companies with a derivative cause of action. Id., *3–4. In concluding that
the plaintiff could not bring a direct action to remedy alleged harm to the
company, the trial court noted that he had to bring those claims as a
derivative action on behalf of the company. Id.
   In reaching that conclusion, however, the trial court recognized that ‘‘there
is no appellate authority in Connecticut directly addressing the applicability
of derivative actions to [limited liability companies]’’ but, nonetheless, con-
cluded that derivative actions are available to limited liability company
members because the decision of ‘‘the Appellate Court in Wasko [v. Farley,
108 Conn. App. 156, 947 A.2d 978, cert. denied, 289 Conn. 922, 958 A.2d 155
(2008)] . . . supports [the] conclusion’’ that, ‘‘[if] . . . a member may not
sue individually for an injury to the [limited liability company] . . . [then]
the need for a derivative action is virtually self-evident.’’ (Footnote omitted;
internal quotation marks omitted.) Ward v. Gamble, supra, 2009 WL 2781541,
*4. Because, as we have explained in this opinion, the CLLCA provided
members with the member initiated action, an alternative standing proposi-
tion, in which members could collectively bring suit in the company’s name,
we disagree with the reasoning in Ward. In addition, for the same reasons,
we decline to adopt the reasoning in Beckworth v. Bizer, 138 F. Supp. 3d
144 (D. Conn. 2015), in which the United States District Court for the District
of Connecticut relied on Ward. Id., 157.
   30
      But see In re Patel, 536 B.R. 1, 16 (Bankr. D.N.M. 2015) (‘‘The fact that
[New Mexico’s member initiated action section] does not address whether
a claim is direct or derivative does not mean the legislature intended to
dispense with long-standing [common-law] principles governing share-
holder/member derivative actions. . . . The [c]ourt will therefore apply
principles of common law governing corporations—and in particular New
Mexico law—to determine whether [the plaintiffs’] claims [were] direct or
derivative.’’ [Citation omitted.]).
   31
      The defendants claim that the plaintiff would have had to bring a deriva-
tive action on behalf of Saunders Capital. Because this court concludes,
however, that our legislature did not provide for and our common law did
not recognize a derivative cause of action for limited liability companies at
the time the plaintiff filed his action, we observe that, were this court to
conclude that the plaintiff lacked direct standing, the proper procedure for
bringing an action on behalf of Saunders Capital under the CLLCA would
have been for the plaintiff to bring an action in the name of Saunders Capital
under § 34-187.
   32
      The defendants suggest that some investments made by the plaintiff
originated from the plaintiff’s pension plan. We observe that the defendants
do not directly state that the loans at issue in this appeal came from the
plaintiff’s pension plan, and the record does not suggest it. Accordingly, we
confine our discussion to whether the plaintiff could assert direct claims
to recover the outstanding bridge capital even though the investment funds
came from his limited liability company and not directly from him.
   33
      The record reveals that, before trial and at trial, the parties did not
dispute that the capital loaned by the plaintiff was personally owned by him.
   34
      The plaintiff further argues ‘‘that the defendants’ multiple admissions
of liability for the LR Global [bridge] loan’’ amount to a judicial admission
that should afford him standing. We observe, however, that an admission
that the plaintiff was personally injured does not resolve the issue of whether
he ‘‘sustain[ed] a loss [that was] separate and distinct from that of’’ Saunders
Capital. Yanow v. Teal Industries, Inc., 178 Conn. 262, 282, 422 A.2d 311
(1979).
   35
      Our conclusion in Channing Real Estate, LLC, reflects the well estab-
lished corporate law principle that a shareholder must bring a derivative,
rather than a direct, action to seek redress for injuries to the corporation.
See, e.g., Yanow v. Teal Industries, Inc., 178 Conn. 262, 281, 422 A.2d 311
(1979) (‘‘a claim of injury, the basis of which is a wrong to the corporation,
must be brought in a derivative suit, with the plaintiff proceeding ‘second-
arily,’ deriving his rights from the corporation which is alleged to have
been wronged’’).
   36
      We recognize that the commentary to § 1102 of the Prototype Act
rejected a wholesale adoption of 2 A.L.I., supra, § 7.01 (d), as part of the
general rule. See 3 L. Ribstein & R. Keatinge, supra, pp. App. C-111 through
App. C-112. The commentary also acknowledged, however, that, when it
comes to closely held corporations, there may be little difference between
direct and derivative claims, and recognized that ‘‘[c]ourts may permit claims
that essentially seek redress on behalf of the firm to be brought directly.’’
Id., p. App. C-111. Thus, the commentary contemplated exceptions to the
general rule that would allow, under certain narrow circumstances such as
those in the present case, a member to bring direct claims on behalf of
the LLC.
   37
      We disagree with the dissent’s suggestion that, by looking to Watson v.
Button, supra, 235 F.2d 235, and the American Law Institute for guidance,
our decision implicates the concerns this court expressed in Blumberg
Associates Worldwide, Inc. v. Brown & Brown of Connecticut, Inc., 311
Conn. 123, 148–49, 84 A.3d 840 (2014). In the present case, this court did
not raise the issue sua sponte. The plaintiff has raised the issue of whether
he has direct standing to sue in light of his status as the sole owner and
member of the company. In resolving that issue, which has been presented
to the court, we are not limited to the authorities relied on by the parties.
We therefore disagree with the dissent that it is necessary to seek further
briefing from the parties in order to resolve the issue.
   38
      We recognize that this court declined to adopt the American Law Insti-
tute’s exception in the corporate law context in Fink v. Golenbock, 238
Conn. 183, 202–203, 680 A.2d 1243 (1996), and May v. Coffey, supra, 291 Conn.
111, 120–22. Those cases, however, are distinguishable from the present
case. In Fink, a 50 percent shareholder filed suit against the other 50 percent
shareholder and an employee of the shareholders’ pediatric practice, alleging
that the defendants violated, inter alia, CUTPA. Fink v. Golenbock, supra,
185–86. The trial court rendered judgment for the plaintiff, and the defen-
dants appealed, claiming that the plaintiff lacked standing to bring his CUTPA
claims derivatively. Id., 211–13. On appeal, this court affirmed the trial court’s
judgment on the ground ‘‘that the plaintiff’s derivative action was proper’’
and, therefore, did not reach the issue of whether the plaintiff could have
brought a direct action. Id., 198, 200. This court recognized in Fink, however,
that ‘‘there may be some instances in which the facts of a case give rise
either to a direct or to a derivative action—such as when an act affects
both the relationship of a particular shareholder to the corporation and
the structure of the corporation itself, causing or threatening injury to the
corporation.’’ Id., 202.
   In May, minority shareholders of Latex Foam International Holdings, Inc.
(Latex), alleged that the majority shareholders of Latex set the price of
shares during a multiphase stock offering ‘‘too low, resulting in the dilution
of the plaintiffs’ percentage ownership in the company.’’ May v. Coffey,
supra, 291 Conn. 110–11. This court concluded that the facts presented in
May did not ‘‘allow for the [trial] court to exercise . . . discretion’’ in
permitting the plaintiffs to bring their claims in a direct action, because—
regardless of whether Latex constituted a closely held corporation—the
harm was suffered by all the shareholders collectively, and, as such, the
plaintiffs could not allege a separate and distinct injury. Id., 119–20; cf.
Wilcox v. Webster Ins., Inc., supra, 294 Conn. 216–21 (members of limited
liability company sufficiently alleged standing because their allegations that
they were insureds under limited liability company’s insurance policy dem-
onstrated individual interests sufficient to challenge recovery under those
policies). We reasoned, therefore, that the facts in May did not rise to the
type of dual standing contemplated in Fink. May v. Coffey, supra, 120. We
observe, however, that, even under § 7.01 (d) of the Principles of Corporate
Governance, the plaintiff shareholders in May would lack standing because
the fact that all of the shareholders suffered harm would lead to a risk of
a multiplicity of suits and uneven distribution of recovery. See, e.g., Trie-
weiler v. Sears, 268 Neb. 952, 982, 689 N.W.2d 807 (2004). In the present
case, by contrast, the ‘‘fraud affecting [the plaintiff] . . . does not fall alike
upon other shareholders’’; id., 982; because none exists.
   Additionally, we observe that the question before us differs from the
questions presented to this court in May and Fink. Unlike in those cases—
in which we contemplated whether the plaintiffs sustained an injury that
was sufficiently separate and distinct from the other shareholders of the
same corporation in order to allow them to bring their claims in a direct
action—in the present case, we are not presented with whether, through
Briner’s failure to repay the plaintiff’s LR Global bridge loan, the plaintiff
sustained an injury sufficiently separate and distinct from that of Briner,
the other 50 percent shareholder of Revere Investments but, rather, whether
the plaintiff suffered an injury separate and distinct from Saunders Capital,
which provided the bridge funding at issue, in order to justify bringing a
direct action for harm suffered by that company.
   We additionally acknowledge that, in May, we quoted Smith v. Snyder,
267 Conn. 456, 461, 839 A.2d 589 (2004), in which we alluded to the principle
that even a sole shareholder lacks standing to assert claims alleging wrongs
to the corporation. See May v. Coffey, supra, 291 Conn. 115. We observe,
however, that these cases are distinguishable because neither of them
involved limited liability companies or sole shareholders. The question pre-
sented in this appeal, therefore, is one of first impression. We observe,
additionally, that the question remains one of first impression, notwithstand-
ing decisions on the subject by the Appellate Court. We recognize that the
Appellate Court did not allow a sole member of a limited liability company
to bring a direct action alleging breach of contract arising out of the failed
sale of a limited liability company to the defendant; see Padawer v. Yur,
142 Conn. App. 812, 813–15, 66 A.3d 931, cert. denied, 310 Conn. 927, 78
A.3d 145 (2013); however, there was no indication in Padawer that the
Appellate Court considered the American Law Institute principles we
adopt today.
   39
      We recognize that trial courts will apply this exception only in rare
circumstances, such as those in the present case, in which neither party
disputed that the plaintiff belongs to a single member limited liability com-
pany or that the capital he seeks to recover belonged to him personally.
We observe that had the defendants raised this issue earlier, the plaintiff
could have readily addressed and cured it by amending his complaint.
   We also recognize the concerns articulated by jurisdictions that have
declined to adopt a version of the closely held corporate exception. See 2
A.L.I., supra, § 7.01 (d), p. 17. Courts in those jurisdictions require sharehold-
ers to bring their claims derivatively on the basis of two main policy ratio-
nales. First, those courts articulate the goal of promoting the consistency
and predictability of corporate rules. See, e.g., Simmons v. Miller, 261
Va. 561, 575, 544 S.E.2d 666 (2001) (noting that corporate rules should be
predictable, ‘‘allowing . . . investors . . . to vary the rules by contract if
they think deviations are warranted’’ [internal quotation marks omitted]).
Similarly, the dissent suggests that the majority’s approach undermines the
advantages of predictability and stability. As we explained, however, this
limited exception would apply in rare circumstances, under which the plain-
tiff would have been entitled to the same relief by a simple amendment to
the form of the pleading. There is no indication from the significant number
of jurisdictions that have adopted the exception that doing so has resulted
in corporate unpredictability or instability. See, e.g., Trieweiler v. Sears,
supra, 268 Neb. 983; Durham v. Durham, supra, 151 N.H. 762. Indeed as
the Supreme Court of New Hampshire noted, although ‘‘consistency in the
law is important . . . the derivative proceeding involves burdensome, and
often futile, procedural requirements . . . .’’ Durham v. Durham, supra,
762. This is especially true in a case such as this one, in which the parties
agreed that the bridge loan consisted of the plaintiff’s money.
   Second, courts rejecting the closely held corporation exception note that
individuals employing the corporate structure to enjoy limited liability
should not also be able to disregard that form to recover for corporate
losses. See, e.g., Landstrom v. Shaver, 561 N.W.2d 1, 14 (S.D. 1997) (The
court noted that the plaintiff sought ‘‘the best of both business entities:
limited liability provided by a corporate structure and direct compensation
for corporate losses. ‘That cushy position is not one the law affords. Investors
who created the corporate form cannot rend the veil they wove.’ ’’). Allowing
investors to disregard the corporate form in order to recover for corporate
losses owed to them individually, however, is consistent with our treatment
of corporate entities in other contexts. For example, our jurisdiction allows
trial courts to disregard the corporate form under circumstances in which
a creditor seeks to pierce the corporate veil and reach the assets of a sole
or majority shareholder who exercises such domination and control that
the corporation is considered to have ‘‘no separate . . . existence of its
own.’’ Angelo Tomasso, Inc. v. Armor Construction & Paving, Inc., 187
Conn. 544, 553, 447 A.2d 406 (1982) (looking to control and domination over
corporation as factor in determining whether to pierce corporate veil);
see also Public Acts 2019, No. 19-181, §§ 1 and 2 (codifying traditional
veil piercing).
   Further, there is no risk of double recovery by the shareholder and the
company, as this court has stated that, ‘‘[i]f the corporation is closely held,
in that one or a few persons hold substantially the entire ownership in it,
the judgment in an action by . . . the holder of ownership in it is conclusive
upon the [corporation] as to issues determined therein,’’ and reasoning, in
part, that the ‘‘interests of the corporation’s management and stockholders
and the corporation itself generally fully coincide . . . [and, therefore] there
is no good reason why a closely held corporation and its owners should be
ordinarily regarded as legally distinct.’’ (Internal quotation marks omitted.)
Joe’s Pizza, Inc. v. Aetna Life & Casualty Co., 236 Conn. 863, 869, 675 A.2d
441 (1996).
   40
      We observe that a majority of the jurisdictions that have adopted a
version of the American Law Institute’s provision, § 7.01 (d), have applied
an abuse of discretion standard of review. See, e.g., Barth v. Barth, 693
N.E.2d 954, 957–58 (Ind. App. 1998) (reviewing, under abuse of discretion
standard, trial court’s dismissal of action after that state’s Supreme Court
had adopted American Law Institute’s provision and remanded case to trial
court to determine whether plaintiff met three factors); Mynatt v. Collis,
supra, 274 Kan. 873 (noting that ‘‘[a] trial court’s reason for its decision is
immaterial if the ruling is correct for any reason’’ [internal quotation marks
omitted]); Mathis v. ERA Franchise Systems, Inc., 25 So. 3d 298, 302 (Miss.
2009) (‘‘trial judge did not abuse his discretion in holding that [the plaintiff]
could not pursue his derivative claims in a direct action’’); Schumacher v.
Schumacher, 469 N.W.2d 793, 799 (N.D. 1991) (‘‘[t]he ultimate question is
whether the trial court’s refusal to allow [the plaintiffs] to bring a direct
action constituted an abuse of the court’s discretion’’). But see Trieweiler
v. Sears, supra, 268 Neb. 983–84 (applying de novo standard of review to
facts of that case upon adoption of the American Law Institute’s § 7.01 [d]).
We follow the majority of cases and direct our appellate courts to review
the trial court’s application of the rule we adopt in part I B of this opinion
under an abuse of discretion standard.
   41
      We therefore reject the plaintiff’s claim that ‘‘a party who has already
suffered injury by the tort of another is entitled to recover for expenditures
reasonably made or harm suffered in a reasonable effort to avert further
harm.’’ (Internal quotation marks omitted.) Although, to support this claim,
the plaintiff states that he ‘‘made every reasonable effort to avoid the expense
of a judicial dissolution and to amicably resolve the parties’ issues,’’ the
record reveals e-mails that paint the plaintiff in a less angelic light, such as
two e-mails that the plaintiff sent to Briner’s outside investors, the first in
which he discussed the litigation and noted that ‘‘Briner . . . may seek
. . . to prevent the dissemination of [Schachter’s] report’’ and a second, in
which he attached Schachter’s report revealing Briner’s misdealing, which
was against Schachter’s express instructions that the parties not release the
report prior to his amending it.
   Additionally, we reject the plaintiff’s claim that the trial court’s findings
were contradictory in that it found both that the defendants’ misappropriated
and failed to adequately account for funds and also that all the parties were
responsible for ensuring proper bookkeeping and accounting. The trial court
explained that, although Briner inadequately ‘‘perform[ed] the duties associ-
ated with operating’’ Revere Investments, the Fund, and Fund GP, the plain-
tiff and Saunders failed to properly and adequately supervise Briner’s man-
agement of those companies.
   Lastly, we reject the plaintiff’s claim that Briner was solely responsible
for ensuring proper bookkeeping and accounting merely because the plaintiff
paid him 85 percent of the management fee to perform those tasks. The
trial court found that both Briner and the plaintiff, who were equal members
and comanagers, owed a fiduciary duty to the Fund. In fact, the trial court
noted that ‘‘[t]he fiduciary relationship is not singular. The relationship
between sophisticated partners in a business venture may differ from the
relationship involving lay people who are wholly dependent upon the exper-
tise of a fiduciary. . . . Falls Church Group LTD. v. Tyler, Cooper & Alcorn,
LLP, 281 Conn. 84, 108, 912 A.2d 1019 (2007).’’ (Internal quotation marks
omitted.) The record reveals that the parties created ‘‘ ‘a complex and arcane
web of business entities’ ’’ in a field in which the plaintiff benefited from
expertise and Briner struggled from his inexperience. (Footnote omitted.)
Additionally, Saunders—who entered the business with much more experi-
ence than Briner in Excel and Quickbooks—reviewed Briner’s work and
gave him feedback but failed to take further steps to prevent him from
mismanaging and misallocating funds. We observe, therefore, that the record
supports the trial court’s finding that ‘‘all [the] owners failed to assure that
appropriate bookkeeping and accounting were regularly performed and
supervised.’’ (Emphasis in original.)
