O'Reilly v. Valletta
A limited liability company has the power to sue or to be sued in its own name or may be a party to an action brought in its name by a member or manager; but, a member or manager may not sue in an individual capacity to recover for an injury based on a wrong to the limited liability company. John O'Reilly, as owner of HUB Associates, LLC, leased commercial premises for the operation of a restaurant, from Nocolino Valletta. O'Reilly and HUB filed a complaint against Valletta and Robert Pformer, a board member of the condominium association that managed the leased premises, alleging, relevantly in the second count, a violation of the Connecticut Unfair Trade Practices Act, C.G.S. §42-110a, based on Pformer's alleged interference with HUB's efforts to advertise its business on the leased premises. The trial court granted Pformer's motion to strike the CUTPA claim finding that it failed to state a claim on which relief could be granted as it involved the management of a condominium association, not "acts or practices in the conduct of any trade or commerce," within the meaning of C.G.S. §42-110b(a). The court granted Pformer's motion for judgment. O'Reilly alone appealed. The Appellate Court agreed with Pformer's claim raised for the first time on appeal that O'Reilly lacked standing to bring the CUTPA claim. Accordingly, the trial court's judgment on the merits was vacated and the case was remanded to the trial court with direction to dismiss the second count of O'Reilly against Pformer for lack of subject matter jurisdiction. A limited liability company is a distinct legal entity whose existence is separate from its members. A member or manager may not sue in an individual capacity to recover for an injury based on a wrong to the limited liability company. The CUTPA count as to Pformer was based entirely on his alleged violations of the business rights and expectations of O'Reilly's company, HUB, arising from HUB's status as the lessee of the leased premises and owner and operator of the restaurant thereon. The losses allegedly caused by Pformer's actions were losses to HUB, not to O'Reilly personally. O'Reilly lacked the requisite direct personal interest to confer standing on him.