2020-06

Prime Bank v. Vitano, Inc. ( 2020 )

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PRIME BANK v. VITANO, INC.
(AC 42920)
DiPentima, C. J., and Keller and Flynn, Js.
Syllabus
The plaintiff bank sought to recover damages from the defendant guarantor
in connection with the alleged default by the borrower, A, on a certain
promissory note. The defendant had entered into an agreement with
the plaintiff providing that the defendant guaranteed payment of all
liabilities owed to the plaintiff by A. A ceased making required payments
on October 18, 2011, and the plaintiff subsequently obtained a judgment
against A. Thereafter, the members of another entity, P Co., agreed to
fund the monthly interest payment due on A’s note, and did so until
October, 2017, but ceased thereafter. The plaintiff then made a demand
on the defendant pursuant to the guarantee agreement, which the defen-
dant failed to satisfy, and the plaintiff commenced this action. Following
a bench trial, the court rendered judgment in favor of the defendant,
from which the plaintiff appealed to this court. Held:
1. The trial court properly found that the plaintiff’s cause of action to recover
from the defendant on its guarantee of A’s note accrued on October 18,
2011, and, therefore, was barred by the applicable six year statute of
limitations (§ 52-576): the court found that, by the terms of the guarantee,
A’s default on October 18, 2011, immediately implicated the guarantee,
and, found that the plaintiff was aware that it had a cause of action on
October 18, 2011, as evidenced by its October 18, 2011 letter notifying
the defendant it was commencing legal action against A and its filing
of an action against A; moreover, the language of the guarantee expressly
contravened the plaintiff’s argument that its action against the defendant
did not accrue on A’s initial default but, rather, when partial payments
by P Co. ceased; furthermore, this court has explicitly held that an
action accrues on the date the note becomes due and payable, not the
date of the debtor’s last installment payment, and this court concluded
that this holding should be extended to apply to actions on third-party
guarantee agreements.
2. The plaintiff could not prevail on its claim that the trial court erred in
failing to conclude that there was an acknowledgment of debt by the
defendant, thereby tolling the statute of limitations: although the plaintiff
claimed that there was a recognition of the debt, its brief provided no
support for what constituted recognition of a debt; moreover, the court
found that the reason the members of P Co. promised to pay on A’s
debt was the plaintiff’s threat that it would call all notes owed by the
members of P Co., and the plaintiff failed to provide analysis as to
how a promise made by members of P Co. for their individual benefits
constituted a new promise by the defendant, and, to the extent that the
plaintiff presented these arguments as independent bases for establish-
ing the defendant’s acknowledgment of the debt, they were inadequately
briefed and this court declined to review them; furthermore, the partial
payments made on the note by P Co. did not constitute an acknowledg-
ment of the debt by the defendant, as the plaintiff failed to provide any
law or adequate analysis to contest the court’s finding that P Co. and
the defendant were separate legal entities, and it did not support its
contention that payments made by a third party can establish an
acknowledgment of debt by the defendant.
Argued March 4—officially released June 16, 2020
Procedural History
Action to recover damages for the alleged default
by a guarantor on a promissory note, brought to the
Superior Court in the judicial district of Ansonia-Mil-
ford, where Patriot National Bankcorp, Inc., was substi-
tuted as the plaintiff; thereafter, the case was tried to
the court, Hon. John Moran, judge trial referee; judg-
ment for the defendant, from which the substitute plain-
tiff appealed to this court. Affirmed.
Stephen R. Bellis, for the appellant (substitute
plaintiff).
Adam J. Lyke, with whom were David C. Pite, and, on
the brief, Glenn A. Duhl, for the appellee (defendant).
Opinion
FLYNN, J. The plaintiff, Prime Bank,1 appeals from
the judgment of the trial court rendered in favor of
the defendant, Vitano, Inc. The plaintiff claims that the
court erred in finding that its cause of action to recover
from the defendant on a promissory note accrued on
October 18, 2011, and was barred by the statute of
limitations in General Statutes § 52-576 on October 18,
2017. The plaintiff also claims that the court erred in
failing to conclude that there was an acknowledgement
of the debt by the defendant, thereby tolling the statute
of limitations. We disagree and affirm the judgment of
the trial court.
The following facts, as found by the trial court in its
memorandum of decision or as undisputed in the
record, and procedural history are relevant to our dispo-
sition of this appeal. On July 18, 2008, Anthony Villano
entered into an agreement with the plaintiff for a revolv-
ing line of credit, as expressed in a ‘‘Commercial
Demand Revolving Loan Note’’ (note). The note was
payable on demand in the amount of $400,000 and called
for monthly interest payments beginning on August 6,
2008, and continuing monthly, with a grace period of
ten days.
Contemporaneously with the loan agreement
between Anthony Villano and the plaintiff, the defen-
dant, Vitano, Inc., entered into a ‘‘Guaranty Agreement
by Corporation’’ (guarantee) and security agreement
with the plaintiff.2 The guarantee provided, inter alia,
that the defendant unconditionally guaranteed full and
prompt payment of all liabilities owed to the plaintiff
by Anthony Villano and that ‘‘[u]pon any default of
the [b]orrower, the liability of the [defendant] shall be
effective immediately and payable on demand without
any suit or action against the [b]orrower.’’3
Anthony Villano made monthly interest payments as
required under the note through and including Septem-
ber, 2011. He did not make the interest payment
required on or before October 18, 2011. That same day,
the plaintiff delivered to the defendant a letter stating,
‘‘[we] anticipate that it will be necessary for the [b]ank
to institute action to collect that note,’’ and that ‘‘[the
plaintiff] is reserving all rights under guaranty; the fail-
ure to join [the defendant] in that action is NOT a
waiver of [the plaintiff’s] rights under the guaranty.’’
On October 19, 2011, the plaintiff brought an action
against Anthony Villano to collect on the note. See
Prime Bank v. Villano, Superior Court, judicial district
of Ansonia-Milford, Docket No. CV-XX-XXXXXXX-S (June
26, 2015). Judgment was rendered in favor of the plain-
tiff and against Anthony Villano in the amount of
$421,145.27 plus costs.

Id. On December

14, 2011, Jasper ‘‘Jay’’ Jaser, the plain-
tiff’s then president, attended a meeting of the members
of Post Road Plaza, LLC (Post Road),4 which included
Gabriele Villano and Anthony Villano. At this meeting,
‘‘its members agreed, at the behest and urging of . . .
Jaser . . . to fund the monthly interest payment due
on the Anthony Villano note in lieu of [the plaintiff]
calling all the notes and debts owed by individual mem-
bers to [the plaintiff].’’ Monthly interest payments on
the note were made through October, 2017, but ceased
thereafter.5 By letter dated February 13, 2018, the plain-
tiff made immediate demand on the defendant pursuant
to the guarantee agreement for payment of the judgment
against Anthony Villano. The defendant failed to satisfy
such demand, and the plaintiff instituted the present
action against the defendant on April 3, 2018.6 The
defendant filed a motion for summary judgment, which
was denied by the court, Hon. Arthur A. Hiller, judge
trial referee. Subsequently, the defendant filed its
answer and special defenses.7
On April 24, 2019, following a bench trial, the court,
Hon. John W. Moran, judge trial referee, rendered judg-
ment in favor of the defendant and found that the plain-
tiff’s claims were barred by the applicable six year stat-
ute of limitations, § 52-576. Because it found the
plaintiff’s action time barred, the court did not reach
the defendant’s remaining special defenses or the merits
of the plaintiff’s claims. This appeal followed.
First, we set forth the applicable standard of review
pertaining to the bar of statute of limitations. ‘‘Whether
a particular action is barred by the statute of limitations
is a question of law to which we apply a plenary stan-
dard of review.’’ (Internal quotation marks omitted.)
Florian v. Lenge,

91 Conn. App. 268

, 279,

880 A.2d 985

(2005). ‘‘The factual findings that underpin that question
of law, however, will not be disturbed unless shown to
be clearly erroneous.’’ Jarvis v. Lieder,

117 Conn. App. 129

, 146,

978 A.2d 106

(2009).
I
The plaintiff first claims that the court improperly
sustained the defendant’s special defense of statute of
limitations based on its finding that the plaintiff’s right
of action against the defendant accrued when Anthony
Villano defaulted on the note on October 18, 2011. Even
though the plaintiff demanded payment from Anthony
Villano on October 18, 2011, because it did not demand
payment from the defendant corporation until February
13, 2018, the plaintiff argues that the statute of limita-
tions in which it could file an action against the defen-
dant pursuant to the guarantee should not have begun
running until it made a demand on the defendant on
February 13, 2018. We disagree.
Section 52-576 (a) provides in relevant part that ‘‘[n]o
action for an account, or on any simple or implied
contract, or on any contract in writing, shall be brought
but within six years after the right of action accrues
. . . .’’ The parties do not contest the applicability of the
statute or the fact that the plaintiff first made demand on
the defendant on February 13, 2018. The only contested
issue is when the plaintiff’s right of action against the
defendant on the guarantee accrued. To make such
determination, we first look to the guarantee itself.
‘‘The interpretation of continuing guaranties, as of
other contracts, is principally a question of the intention
of the contracting parties, a question of fact to be deter-
mined by the trier of facts. . . . Even a continuing guar-
ant[ee] that is, in terms, unlimited as to duration,
imposes liability upon a guarantor only for such a period
of time as is reasonable in light of all of the circum-
stances of the particular case. . . . The finding of the
trial court with respect to the intent of the contracting
parties regarding the scope of their contractual commit-
ment is, like any other finding of fact, subject only to
limited review on appeal. . . . Our role is limited to
determining whether the decision of the trier of facts
was clearly erroneous in light of the evidence and the
pleadings in the whole record. . . . In determining the
parties’ intentions, the trial court was entitled to rely
on, inter alia, the language of the guarant[ee].’’ (Citation
omitted; internal quotation marks omitted.) Access
Agency, Inc. v. Second Consolidated Blimpie Connecti-
cut Realty, Inc.,

174 Conn. App. 218

, 225,

165 A.3d 174

(2017).
The court found that, by the terms of the guarantee,
the default by the borrower, Anthony Villano, which
had occurred when he failed to make a payment on or
before October 18, 2011, immediately implicated the
guarantee. In other words, the court interpreted the
agreement between the plaintiff and the defendant as
one where, as soon as Anthony Villano, as the original
borrower, defaulted on a required payment on the note,
the defendant, as the guarantor, immediately assumed
liability. In its memorandum of decision, the court spe-
cifically cited to the provision of the guarantee stating
that the ‘‘liability of the [guarantor] shall be effective
immediately and payable on demand without any suit
or action against the [b]orrower.’’ (Emphasis added.)
Finding that the plaintiff was aware that it had a cause
of action on October 18, 2011, as evidenced by its Octo-
ber 18, 2011 letter notifying the defendant it was com-
mencing legal action against Anthony Villano on the
note and its filing of an action against Anthony Villano
on the same date, the court concluded that the plaintiff’s
cause of action against the defendant under the guaran-
tee accrued on October 18, 2011.8
‘‘[Our Supreme Court] has stated that, where the guar-
antee of a note is unconditional or absolute, default of
the maker or endorser to pay the note promptly . . .
[causes] the guarantor [to] become liable to the holder,
and the relation of debtor and creditor was at once
established between the guarantor and the holder of
the note. (Emphasis added; internal quotation marks
omitted.) Jenzack Partners, LLC v. Stoneridge Associ-
ates, LLC,

334 Conn. 374

, 383,

222 A.3d 950

(2020).
Furthermore, our Supreme Court has held that ‘‘[i]n
the case of a continuing guarant[ee], the statute [of
limitations] does not commence to run in favor of a
guarantor until there is a default in payment by the
principal, and a cause of action has accrued against the
former.’’ (Internal quotation marks omitted.) Associ-
ated Catalog Merchandisers, Inc. v. Chagnon,

210 Conn. 734

, 745–46,

557 A.2d 525

(1989).
The plaintiff argues that because Anthony Villano’s
loan was effectuated through a demand note, as
opposed to a term note,9 its rights against the defendant
somehow expanded. The plaintiff argues: ‘‘[The plain-
tiff] could have demanded the note or guarant[ee] at
[any time] after it was signed, whether or not there was
a default by the borrower. Furthermore, this was not
a note with a maturity [date] that required suit within
[six] years of the maturity date. The fact that [the plain-
tiff] demanded the note from [Anthony] Villano did not
require them to sue the guarantor. Arguably, [the plain-
tiff] could have demanded the guarantor pay off the
loan [one] week after [the defendant] signed the [g]uar-
ant[ee]. There simply was no contractual requirement
to demand the guarantor pay if [the plaintiff] demanded
payment from the borrower.’’ The plaintiff fails to
explain how this distinction affects the fact that it could
have initiated legal action, which is the relevant consid-
eration for purposes of determining accrual. We find
no merit in this argument.
The plaintiff also attempts to argue that Anthony
Villano had not defaulted on the note,10 instead, charac-
terizing his nonpayment as a general breach of con-
tract.11 In its brief, the plaintiff contends that as a breach
of contract action on a guarantee as opposed to a default
by the borrower on the note, the cause of action is
complete upon the occurrence of the breach, that is,
when the injury has been inflicted, which did not occur
until October 13, 2017, when partial payments by the
third-party separate entity ceased. Accordingly, the
plaintiff contends that its action against the defendant
did not accrue upon the borrower’s initial default but,
rather, when the partial interest payments from Post
Road ceased.
The guarantee’s express language contravenes the
plaintiff’s argument. It provides expressly that, ‘‘[u]pon
any default of the [b]orrower, the liability of the [guaran-
tor] shall be effective immediately and payable on
demand without any suit or action against the [b]or-
rower.’’ We conclude that the plaintiff’s argument is
also contrary to settled case law. ‘‘The true test for
determining the appropriate date when a statute of limi-
tations begins to run is to establish the time when the
plaintiff first could have successfully maintained an
action. . . . A guarant[ee] is merely a species of con-
tract. . . . In an action for breach of contract, the
cause of action is complete upon the occurrence of the
breach, that is, when the injury has been inflicted.’’
(Citations omitted; emphasis added; internal quotation
marks omitted.) Garofalo v. Squillante,

60 Conn. App. 687

, 694,

760 A.2d 1271

(2000), cert. denied,

255 Conn. 929

767 A.2d 101

(2001). This occurs when the note is
due in full, but remains unpaid.

Id. In Florian

v.

Lenge, supra

91 Conn. App. 279

, this court explicitly held that
an action accrues on the date the note becomes due
and payable, not the date of the debtor’s last installment
payment. Although this holding pertained to an action
on the note itself, we conclude that, based on the pre-
viously discussed case law, this holding should be
extended to apply to actions on third-party guarantee
agreements. Here, the plaintiff’s action against the
defendant accrued when Anthony Villano, as the bor-
rower, failed to make the required payment on the note
on October 18, 2011, thus implicating the guarantee
agreement between the plaintiff and the defendant, and
not when the partial payments of interest by a separate
entity ceased on October 13, 2017.
In light of the foregoing, we conclude that the court’s
finding that the plaintiff’s action against the defendant
accrued upon Anthony Villano’s default on the note,
which occurred on October 18, 2011, was not clearly
erroneous. As such, it properly held that the six year
limitation in which the plaintiff could have brought an
action against the defendant upon the guarantee
expired on October 18, 2017.
II
The plaintiff next claims that, even if the statute of
limitations commenced on October 18, 2011, the court
erred in concluding there was no acknowledgement of
the debt by the defendant such that the limitation period
would be tolled. Specifically, the plaintiff argues that
there was (1) an unqualified recognition of the debt by
Gabriele Villano and Anthony Villano, (2) a new promise
that Post Road would make the monthly payments on
the note, and (3) a partial payment of the debt in the
form of interest payments by Post Road, all of which
constituted an acknowledgement by the defendant of
the debt. We disagree.
‘‘We review the trial court’s finding [of an acknowl-
edgment of the debt] . . . under a clearly erroneous
standard. . . . [A] finding of fact is clearly erroneous
when there is no evidence in the record to support it
. . . . We do not examine the record to determine
whether the trier of fact could have reached a conclu-
sion other than the one reached. Rather, we focus on
the conclusion of the trial court, as well as the method
by which it arrived at that conclusion, to determine
whether it is legally correct and factually supported.’’
(Internal quotation marks omitted.) Alarmax Distribu-
tors, Inc. v. New Canaan Alarm Co.,

141 Conn. App. 319

, 333,

61 A.3d 1142

(2013).
‘‘The [s]tatute of [l]imitations creates a defense to an
action. It does not erase the debt. Hence, the defense
can be lost by an unequivocal acknowledgment of the
debt, such as a new promise, an unqualified recognition
of the debt, or a payment on account. . . . Whether
partial payment constitutes unequivocal acknowledg-
ment of the whole debt from which an unconditional
promise to pay can be implied thereby tolling the statute
of limitations is a question for the trier of fact. . . .
‘‘A general acknowledgment of an indebtedness may
be sufficient to remove the bar of the statute. The gov-
erning principle is this: The determination of whether
a sufficient acknowledgment has been made depends
upon proof that the defendant has by an express or
implied recognition of the debt voluntarily renounced
the protection of the statute. . . . But an implication
of a promise to pay cannot arise if it appears that
although the debt was directly acknowledged, this
acknowledgment was accompanied by expressions
which showed that the defendant did not intend to pay
it, and did not intend to deprive himself of the right to
rely on the [s]tatute of [l]imitations . . . . [A] general
acknowledgment may be inferred from acquiescence
as well as from silence, as where the existence of the
debt has been asserted in the debtor’s presence and he
did not contradict the assertion.’’ (Internal quotation
marks omitted.) Zatakia v. Ecoair Corp., 128 Conn.
App. 362, 369–70,

18 A.3d 604

, cert. denied,

301 Conn. 936

23 A.3d 729

(2011).
The plaintiff first argues that there was ‘‘an unquali-
fied recognition of the debt’’ by Gabriele Villano and
Anthony Villano to Jaser at the Post Road meeting, as
revealed through Jaser’s testimony. The plaintiff’s brief
provides no legal support for what constitutes recogni-
tion of a debt, or any analysis as to how the testimony
that the plaintiff cited in its brief evidences a recognition
of debt by the defendant. The plaintiff further argues
that ‘‘there was a new promise that Post Road . . .
would make the monthly payments on [the] loan.’’ Its
explanation states merely that ‘‘members of [Post Road]
at their meeting of December 14, 2011 agreed to the
monthly interest payments to [the plaintiff]. . . . [Post
Road] continued to make the monthly payments on
[the] account.’’ The court found that the reason the
members of Post Road authorized the promise to pay
on Anthony Villano’s debt was the plaintiff’s threat that
it would ‘‘call all notes and/or indebtedness owed by
the individual members’’ and ‘‘[t]hese members were
financially unable to pay these notes and/or indebted-
ness if they were called and therefore capitulated in
[Jaser’s] urging, which they construed as an imminent
threat.’’ Although the plaintiff cites a string of cases to
support its proposition that ‘‘subsequent promises of
repayment extend the statute of limitations and the
debt,’’ the plaintiff failed to contest the court’s finding
or provide analysis as to how a promise made by mem-
bers of the third-party entity Post Road for their individ-
ual benefits, constituted a new promise by the defen-
dant, Vitano, Inc., for purposes of acknowledgement
of its debt. To the extent that the plaintiff presents
these two arguments as independent bases for estab-
lishing the defendant’s acknowledgement of the debt,
they are inadequately briefed, and we decline to review
them. Matthews v. SBA, Inc.,

149 Conn. App. 513

, 541,

89 A.3d 938

(‘‘We are not required to review issues that
have been improperly presented to this court through
an inadequate brief. . . . Analysis, rather than mere
abstract assertion, is required in order to avoid aban-
doning an issue by failure to brief the issue properly.’’
(Internal quotation marks omitted.)), cert. denied,

312 Conn. 917

94 A.3d 642

(2014).
The plaintiff’s final basis for the defendant’s acknowl-
edgement of debt is the actual partial interest payments
made on the note by Post Road. ‘‘Whether partial pay-
ment constitutes unequivocal acknowledgment of the
whole debt from which an unconditional promise to
pay can be implied thereby tolling the statute of limita-
tions is a question for the trier of fact.’’ (Internal quota-
tion marks omitted). Williams Ground Services, Inc.
v. Jordan,

174 Conn. App. 247

, 252,

166 A.3d 791

(2017).
‘‘The mere fact that one knows that another, also obli-
gated to pay the debt, has made payments upon it,
without his authorizing, consenting to, or participating
in such payments, is not a sufficient basis upon which
to base such a recognition.’’ Broadway Bank & Trust
Co. v. Longley,

116 Conn. 557

, 563–64,

165 A. 800

(1933).
The court found the following: ‘‘[E]ach and every
monthly interest payment on the Anthony Villano note
was made on a [Post Road] check . . . . These pay-
ments were made by a separate and distinct legal entity,
namely [Post Road].12 They were not made by the defen-
dant . . . .’’ It further found that ‘‘all payments made
by [Post Road] were for the sole and singular benefit
of [Post Road] and/or its members. They were not made
for the benefit of the defendant . . . .’’ On appeal, the
plaintiff simply asserts that ‘‘[t]he fact that [Post Road]
made monthly interest payments on the [Anthony] Vil-
lano loan is an unequivocal recognition that [the defen-
dant] was liable on the loan.’’ The plaintiff seems to
suggest that the mere fact that there is a business rela-
tionship between the two entities, and the fact that
Gabriele Villano was involved in both entities, is suffi-
cient to extend the actions of Post Road into an
acknowledgement of the debt by the defendant.13 Again,
the plaintiff fails to provide any law or adequate analysis
to contest the court’s finding that Post Road and the
defendant are separate legal entities. Moreover, the
plaintiff does not support its contention that payment
made by a third party can establish an acknowledge-
ment of debt by the defendant. Additionally, its sugges-
tion that Gabriele Villano’s role in one entity can impli-
cate another is contrary to law. It is well established
that ‘‘[a] limited liability company is a distinct legal
entity whose existence is separate from its members.’’
Wasko v. Farley,

108 Conn. App. 156

, 170,

947 A.2d 978

, cert. denied,

289 Conn. 922

958 A.2d 155

(2008).
Therefore, Gabriele Villano’s dual role as a member of
Post Road and an officer of the defendant does not
legally tie the two entities together. The corporate veil
was never pierced.14 The defendant was never a member
of Post Road, and the defendant did not engage with
Post Road in relation to the debt.
In light of the foregoing, we conclude that the trial
court properly held that there was no acknowledgement
of the debt by the defendant. Thus, we conclude that
the plaintiff has not sustained its burden to show that
the court erred in finding that the six year statute of
limitations was not tolled, and the plaintiff’s ability to
bring an action against the defendant was barred on
October 18, 2017.
The judgment is affirmed.
In this opinion the other judges concurred.
1
Prime Bank merged with Patriot National Bankcorp, Inc., in May, 2018,
and Patriot National Bankcorp, Inc., was substituted as the plaintiff by the
court on November 28, 2018. For ease of reference, we hereinafter refer to
Prime Bank as the plaintiff in this opinion.
2
The guarantee and security agreement were signed by Gabriele Villano,
the defendant corporation’s president, duly authorized. Anthony Villano
served as the defendant’s vice president and secretary.
3
The guarantee also included the following relevant provision: ‘‘This is a
continuing guaranty and shall remain in full force and effect and be binding
upon the undersigned until your actual receipt of written notice of its revoca-
tion, sent by registered or certified mail . . . .’’
4
The plaintiff held a second mortgage on Post Road Plaza, a piece of real
estate owned by Post Road and of which the defendant was a tenant.
5
Gabriele Villano signed the checks on behalf of Post Road until his death
in 2017.
6
On March 19, 2018, the plaintiff attached the bank accounts of the defen-
dant by writ of summons and direction for attachment. On April 6, 2018,
the defendant filed a motion to dissolve, wherein it requested a hearing to
dissolve the prejudgment remedy. On July 9, 2018, after a hearing, the court,
Hon. Arthur A. Hiller, judge trial referee, granted the defendant’s motion,
stating: ‘‘[The] plaintiff lacks probable cause that judgment will issue on its
behalf and . . . the plaintiff is ordered to immediately release all funds and
property attached.’’
7
The defendant’s special defenses included the statute of limitations set
forth in § 52-576, waiver, estoppel, revocation, and laches.
8
Paul Lutsky, former vice president of the plaintiff and an officer of the
substitute plaintiff, as well as Jaser, conceded at trial that the plaintiff was
entitled to bring an action against the defendant pursuant to the guarantee
immediately upon Anthony Villano’s default. See footnote 9 of this opinion.
9
A demand note is one that is ‘‘ ‘payable on demand’ ’’ if it ‘‘(i) states that
it is payable on demand or at sight, or otherwise indicates that it is payable
at the will of the holder, or (ii) does not state any time of payment.’’ General
Statutes § 42a-3-108 (a). In contrast, a term note is one that is ‘‘ ‘payable at
a definite time,’ ’’ if ‘‘it is payable on elapse of a definite period of time after
sight or acceptance or at a fixed date or dates or at a time or times readily
ascertainable at the time the promise or order is issued, subject to rights
of (i) prepayment, (ii) acceleration, (iii) extension at the option of the holder,
or (iv) extension to a further definite time at the option of the maker or
acceptor or automatically upon or after a specified act or event.’’ General
Statutes § 42a-3-108 (b).
10
We note that the General Statutes do not provide a definition of the
term ‘‘default.’’ Black’s Law Dictionary, however, defines a ‘‘default’’ as
‘‘[t]he omission or failure to perform a legal or contractual duty; [especially],
the failure to pay a debt when due.’’ Black’s Law Dictionary (11th Ed. 2019)
p. 526. Additionally, we note that at trial, Paul Lutsky, an officer of the
substitute plaintiff, testified that there was indeed a default by Anthony
Villano. The following colloquy took place between Lutsky and the defen-
dant’s counsel:
‘‘Q. When demand is made by the bank, as it was in October, 2011, or
before then according to your complaint, or the bank’s complaint, if not
paid, then it becomes due and payable and it’s in default, isn’t that true?
‘‘A. That’s true.
‘‘Q. So, you testified I believe several times in response to questioning by
the bank’s attorney, that your review of the records never indicated a default
by Anthony Villano. That is incorrect, isn’t it?
‘‘A. Well, subsequent to this date payments were made on the loan.
‘‘Q. They didn’t pay the loan in full, correct?
‘‘A. That’s correct. It was not paid in full.
‘‘Q. And only paying the loan in full would cure the default, isn’t that true?
‘‘A. That’s correct.
‘‘Q. So, the default remained, right?
‘‘A. Yes.
***
‘‘Q. So, we have established that a default occurred in 2011, right?
‘‘A. Correct, when the note was demanded.
‘‘Q. And that has not ever been cured?
‘‘A. Correct. . . .
‘‘Q. So, in 2011, Prime Bank had every right to sue Vitano, Inc., isn’t
that true?
‘‘A. Yes, that’s true.’’
11
At oral argument before this court, the plaintiff attempted to explain
how a default and breach of contract were different. We find no merit in
this argument.
12
Gerald Butcher, an accountant for Gabriele Villano, the defendant, and
Post Road, testified to the following regarding the defendant and Post Road:
‘‘A. Well, they are different legal entities. [The defendant] is a corporation,
a C corporation. That was incorporated . . . in 1975, I believe June of 1975.
And that has, obviously, stockholders and it has directors and officers.
Whereas [Post Road] was organized, I believe, in September of 2006. That is
organized as a limited liability company, which has members and managers.
‘‘Q. So, they are two, clearly, distinct and separate legal entities, is that
right?
‘‘A. Yes.
‘‘Q. And did [the defendant] ever make a payment on Anthony Villano’s
$400,000 line of credit personal note with [the plaintiff]?
‘‘A. No, they did not.’’
13
The extent of the plaintiff’s argument is nothing more than a mere
recitation of facts, including that Gabriele Villano and Anthony Villano were
members of Post Road, Gabriele Villano was the president of the defendant
and signed the Post Road checks, the defendant was a tenant of Post Road,
and Post Road did not want the plaintiff to demand the guarantee.
14
In a situation involving multiple business entities, the actions of one
can have legal consequences on the other if there was such a unity of interest
and ownership that there is effectively no independence between the two.
See Sturm v. Harb Development, LLC,

298 Conn. 124