Moris v. Invata Holdings, Inc.

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Moris v. Invata Holdings, Inc.
JONATHAN R. MORIS v. INVATA
HOLDINGS, INC., ET AL.
(AC 48428)
Westbrook, Wilson and DiPentima, Js.
Syllabus
The plaintiff appealed from the trial court’s judgment granting the defen-
dant’s motion to dismiss for lack of personal jurisdiction. The plaintiff
claimed, inter alia, that the court improperly concluded that exercising
personal jurisdiction over the defendant would violate the federal due process
requirement of minimum contacts with the forum. Held:
The trial court properly dismissed the complaint against the defendant for
lack of personal jurisdiction, as the plaintiff failed to establish that the
defendant had sufficient minimum contacts with Connecticut to justify the
exercise of personal jurisdiction.
The plaintiff’s claim that the trial court improperly overlooked the defen-
dant’s alleged noncompliance with discovery was unavailing, as the plaintiff’s
argument that this court should, essentially, impose a discovery sanction
on the defendant by deeming its appellate argument fundamentally com-
promised due to alleged discovery violations at the trial level had no basis
in the law, and the plaintiff failed to meet his burden to demonstrate on
appeal that his claims were sufficiently meritorious to warrant reversal of
the trial court’s judgment.
Argued January 7—officially released July 7, 2026
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 New Britain, where the
court, Smith, J., granted in part the defendants’ motion
to dismiss and rendered judgment thereon, from which
the plaintiff appealed to this court. Affirmed.
Paul Fenaroli, with whom, on the brief, were Joseph
M. Pastore III and Melissa Rose McClammy, for the
appellant (plaintiff).
Christopher R. Drury, with whom, on the brief, were
Thomas C. Blatchley and Justyn P. Stokely, for the
appellee (named defendant).

Moris v. Invata Holdings, Inc.
Opinion
WESTBROOK, J. The plaintiff, Jonathan R. Moris,
brought the underlying civil action against several defen-
dants alleging judicial dissolution, breach of a sharehold-
ers’ agreement, breach of an employment agreement,
fraud, conversion, unjust enrichment, negligent mis-
representation, violations of the Connecticut Uniform
Securities Act, General Statutes § 36b-2 et seq., and
unpaid wages pursuant to General Statutes § 31-71b.
The plaintiff now appeals from the judgment of the trial
court granting the motion to dismiss filed by the defen-
dant Invata Holdings, Inc. (Invata Holdings),1 for lack
of personal jurisdiction. The plaintiff claims that the
court improperly (1) concluded that exercising personal
jurisdiction over Invata Holdings would violate the fed-
eral due process requirement of minimum contacts with
the forum and (2) overlooked Invata Holdings’ alleged
discovery misconduct. We disagree and, accordingly,
affirm the judgment of the trial court.
In its memorandum of decision on the motion to dis-
miss, the trial court noted the following facts as alleged
by the plaintiff. “The plaintiff is an individual residing
in Burlington, Connecticut. Invata Holdings is a Penn-
sylvania corporation with a principal place of business
in Conshohocken, Pennsylvania. [Ayman] Labib is an
individual residing in Lexington, Massachusetts.
“In 2010, the plaintiff and [Ryan] Sheehan incorpo-
rated an entity known as Invata, Inc., in Connecticut.
At the end of 2011, Invata, Inc., merged with Glen Road
Systems, Inc., a Pennsylvania corporation. In connection
1The complaint also named as defendants Ryan Sheehan and Ayman
Labib. Sheehan, Labib, and Invata Holdings filed a motion to dismiss for
lack of personal jurisdiction. After the filing of the motion to dismiss,
the court, Morgan, J., determined that, due to Sheehan’s noncompli-
ance with discovery related orders and his failure to appear at a hearing,
personal jurisdiction over him was deemed to have been established. The
court, Smith, J., granted the motion to dismiss as to Invata Holdings
and Labib. Only Invata Holdings participated in the present appeal and,
accordingly, references to the defendant throughout this opinion are
to Invata Holdings only.

Moris v. Invata Holdings, Inc.
with the merger, the plaintiff entered into an employ-
ment agreement with Glen Road Systems, Inc., and
emerged as a 19 percent equity shareholder of Glen Road
Systems, Inc., pursuant to a shareholders’ agreement.
The plaintiff alleges that Invata Holdings and Labib later
agreed to be bound—and presently are bound—by that
shareholders’ agreement.
“At some point prior to 2019, Glen Road Systems, Inc.,
changed its name back to Invata, Inc. On January 27,
2020, Invata, Inc., completed a ‘reorganization’ through
which Invata, Inc.’s existing shareholders formed a hold-
ing company, Invata Holdings, and contributed their
existing shares to the capital of Invata Holdings. Invata,
Inc., was then designated a subsidiary of Invata Hold-
ings. Thereafter, Invata, Inc., was converted to a limited
liability company. As a result of the reorganization, the
plaintiff, Sheehan, and Leith Kuhn (a nonparty) became
the sole shareholders and the directors of Invata Hold-
ings. In or around February of 2020, Labib joined Invata
Holdings as a shareholder. On or about April 15, 2020,
the plaintiff and the other shareholders of Invata Hold-
ings agreed to temporarily reduce their salar[ies] due to
the economic impact of the COVID-19 pandemic. Invata
Holdings represented to the plaintiff that the company
would restore the plaintiff’s salary to the prior rate on
or around June 16, 2020, and further represented that
the plaintiff’s lost salary would be repaid dependent
on the performance of Invata Holdings going forward.
From April 15, 2020, to the date of the complaint, the
plaintiff had not received any salary from Invata Hold-
ings. In late 2020 into early 2021, Sheehan told the plain-
tiff that Sheehan was working on getting the plaintiff
reincorporated into the day-to-day activities of Invata
Holdings. In or around June of 2021, the plaintiff and
Sheehan discussed a potential buyout of the plaintiff’s
equity in Invata Holdings. In response to the plaintiff’s
repeated requests for a distribution, Sheehan emailed
the plaintiff a proposed separation agreement and stock
purchase agreement on April 28, 2022. The plaintiff
declined the offers, believing he did not have sufficient

Moris v. Invata Holdings, Inc.
information to make an informed decision due to the
failure of Invata Holdings to provide the plaintiff with
financial records or reports to assess the true value of
the plaintiff’s equity.
“On September 7, 2022, the plaintiff delivered a let-
ter to Invata Holdings proposing a buyout of the plain-
tiff’s equity. To date, Invata Holdings has not paid or
responded. Therefore, the plaintiff alleges, as of January
1, 2023, Invata Holdings has constructively terminated
the plaintiff by expelling him from all material aspects
of Invata Holdings.”
In 2023, the plaintiff commenced the present action
against, inter alia, Invata Holdings alleging judicial dis-
solution, breach of the shareholders’ agreement, breach
of the employment agreement, fraud, conversion, unjust
enrichment, negligent misrepresentation, violations of
General Statutes § 36b-29 (a) and (c), and unpaid wages
pursuant to § 31-71b.
Invata Holdings filed a motion to dismiss on the ground
that the court lacked personal jurisdiction over it under
the applicable corporate long arm statute, General Stat-
utes § 33-929, and appended a supporting memorandum
of law and exhibits. The plaintiff filed an opposition,
arguing that the court had personal jurisdiction over
Invata Holdings pursuant to § 33-929, and appended a
memorandum of law and exhibits. Invata Holdings filed
a reply.
In order to place the trial court’s decision in proper
context, we note the following relevant legal standards
and principles. “A motion to dismiss tests, inter alia,
whether, on the face of the record, the court is without
jurisdiction. . . . Because a jurisdictional challenge pres-
ents a question of law, our review is plenary.” (Citation
omitted; internal quotation marks omitted.) North Sales
Group, LLC v. Boards & More GmbH, 340 Conn. 266,
269, 264 A.3d 1 (2021).
“When a defendant challenges personal jurisdiction
in a motion to dismiss, the court must undertake a two

Moris v. Invata Holdings, Inc.
part inquiry to determine the propriety of its exercising
such jurisdiction over the defendant. The trial court
must first decide whether the applicable state [long arm]
statute authorizes the assertion of jurisdiction over the
[defendant]. If the statutory requirements [are] met,
its second obligation [is] then to decide whether the
exercise of jurisdiction over the [defendant] would vio-
late constitutional principles of due process.” (Internal
quotation marks omitted.) Id., 273. “When a motion to
dismiss for lack of personal jurisdiction raises a factual
question [that] is not determinable from the face of the
record, the burden of proof is on the plaintiff to pres-
ent evidence [that] will establish jurisdiction. . . . If the
defendant challenging the court’s personal jurisdiction
is a foreign corporation or a nonresident individual, it is
the plaintiff’s burden to prove the court’s jurisdiction.”
(Citation omitted; internal quotation marks omitted.)
Cogswell v. American Transit Ins. Co., 282 Conn. 505,
515, 923 A.2d 638 (2007).
“As articulated in the seminal case of International
Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S. Ct.
154, 90 L. Ed. 95 (1945), the constitutional due process
standard requires that, in order to subject a defendant
to a judgment in personam, if he be not present within
the territory of the forum, he have certain minimum
contacts with it such that the maintenance of the suit
does not offend traditional notions of fair play and sub-
stantial justice. . . . In other words, [t]he [d]ue [p]rocess
[c]lause protects an individual’s liberty interest in not
being subject to the binding judgments of a forum with
which he has established no meaningful contacts, ties,
or relations. . . . By requiring that individuals have fair
warning that a particular activity may subject [them]
to the jurisdiction of a foreign sovereign . . . the [d]ue
[p]rocess [c]lause gives a degree of predictability to the
legal system that allows potential defendants to struc-
ture their primary conduct with some minimum assur-
ance as to where that conduct will and will not render
them liable to suit . . . . The due process test for personal
jurisdiction has two related components: the minimum

Moris v. Invata Holdings, Inc.
contacts inquiry and the reasonableness inquiry. The
court must first determine whether the defendant has
sufficient contacts with the forum state to justify the
court’s exercise of personal jurisdiction. . . .
“For the purposes of this initial inquiry, the Supreme
Court of the United States has articulated, and this court
has recognized, two types of personal jurisdiction. Either
specific jurisdiction or general jurisdiction can satisfy
the constitutional requirement of sufficient minimum
contacts between the defendant and the forum. A state
court will have specific jurisdiction over a nonresident
defendant whenever the defendant has purposefully
directed [its] activities at residents of the forum . . . and
the litigation [has] result[ed] from alleged injuries that
arise out of or relate to those activities . . . . Whether a
given defendant has contacts with the forum state suf-
ficient to satisfy due process is dependent upon the facts
of the particular case. Like any standard that requires
a determination of reasonableness, the minimum con-
tacts test of International Shoe Co. is not susceptible
of mechanical application; rather the facts of each case
must be weighed to determine whether the requisite
affiliating circumstances are present. . . .
“Due process demands more, however, than the exis-
tence of minimum contacts between the defendant and
the forum state. Once minimum contacts have been estab-
lished, [t]he second stage of the due process inquiry asks
whether the assertion of personal jurisdiction comports
with traditional notions of fair play and substantial
justice—that is, whether it is reasonable under the cir-
cumstances of the particular case.” (Citations omitted;
internal quotation marks omitted.) Cogswell v. American
Transit Ins. Co., supra, 282 Conn. 523–25.
In granting the motion to dismiss, the court, Smith, J.,
determined that, because the shareholders’ agreement2
applies to Invata Holdings, suit is authorized under
the applicable long arm statute, § 33-929 (f) (1), which
2The court determined that the plaintiff did not present evidence that
Invata Holdings assumed the obligations of the employment agreement.

Moris v. Invata Holdings, Inc.
provides in relevant part that “[e]very foreign corpora-
tion shall be subject to suit in this state, by a resident of
this state or by a person having a usual place of business
in this state, whether or not such foreign corporation is
transacting or has transacted business in this state and
whether or not it is engaged exclusively in interstate or
foreign commerce, on any cause of action arising . . . [o]ut
of any contract made in this state or to be performed in
this state . . . .” The court, however, determined that it
did not have personal jurisdiction over Invata Holdings
because the plaintiff had not established that Invata
Holdings had sufficient minimum contacts with Con-
necticut to satisfy due process. The court then stated
that, because the plaintiff had not established minimum
contacts, it was not necessary for the court to determine
whether the exercise of personal jurisdiction was reason-
able under the circumstances of this case. This appeal
followed the court’s granting of the motion to dismiss.
I
The plaintiff claims that the court improperly deter-
mined that exercising personal jurisdiction over Invata
Holdings violated the due process requirements of the
United States constitution in that it had insufficient
“minimum contacts” with the state. We disagree.
The present case involves specific jurisdiction.3 “In
the context of specific jurisdiction . . . the due process
3The court determined that the present action involves specific juris-
diction only. The plaintiff argues that the court overlooked grounds
for general jurisdiction, contending that, “[a]lthough Invata Holdings
is a Pennsylvania corporation with its principal place of business in
Pennsylvania, it stands in continuity with Invata, Inc.—a Connecticut
formed predecessor that was registered to do business in the state until
August 2023 and whose operations formed the foundation of the pres-
ent corporate structure. . . . Invata Holdings is properly treated as the
legal and functional successor to Invata, Inc., inheriting its operations,
obligations, and jurisdictional contacts. [T]hese inherited contacts—
combined with Invata Holdings’ own ongoing substantial connections
to the state—are arguably sufficient to support general jurisdiction
. . . .” (Citation omitted.) The plaintiff’s argument fails because, as
we explain in more detail later in this opinion, the forum contacts of
Invata Inc./Invata, LLC, cannot be imputed to Invata Holdings. With

Moris v. Invata Holdings, Inc.
test can be said to have the following elements: (1) the
defendant purposefully availed itself of the privilege of
conducting activities within the forum, (2) the plaintiff’s
claim arises out of or relates to the defendant’s forum
related contacts, and (3) if the first two elements favor
the plaintiff’s choice of forum, the exercise of jurisdic-
tion is ultimately fair and reasonable under the circum-
stances. . . . If the plaintiff cannot prove either of the
first two elements, or the defendant prevails on the third
element, the forum cannot exercise jurisdiction over the
defendant.” (Citation omitted; footnote omitted.) Adams
v. Aircraft Spruce & Specialty Co., 345 Conn. 312, 325,
284 A.3d 600 (2022). The plaintiff argues that Invata
Holdings has purposefully and persistently availed itself
of the privileges of conducting business in Connecticut
by governing itself under a shareholders’ agreement
executed in this state.
We must determine whether the trial court may con-
stitutionally exercise specific jurisdiction over Invata
Holdings by virtue of a shareholders’ agreement that
the plaintiff had entered into with Glen Road Systems,
Inc., in 2012.4 Although Invata Holdings did not exist in
2012 when the shareholders’ agreement was signed, the
trial court found that that agreement continued to apply
to Invata Holdings, noting that the plaintiff alleged in
his complaint that, “[o]n information and belief, [Invata
Holdings] . . . later agreed to be bound by the terms of the
that in mind, Invata Holdings does not have contacts with Connecticut
that are adequately systematic and continuous so as to confer general
jurisdiction. See, e.g., Adams v. Aircraft Spruce & Specialty Co., 345
Conn. 312, 323, 284 A.3d 600 (2022) (“General jurisdiction, as its name
implies, extends to any and all claims brought against a defendant. . . .
Those claims need not relate to the forum [s]tate or the defendant’s
activity there; they may concern events and conduct anywhere in the
world. But that breadth imposes a correlative limit: Only a select set
of affiliations with a forum will expose a defendant to such sweeping
jurisdiction. . . . In what [is] called the paradigm case, an individual
is subject to general jurisdiction in her place of domicile. . . . And the
equivalent forums for a corporation are its place of incorporation and
principal place of business.” (Internal quotation marks omitted.)).
4It is undisputed that the shareholders’ agreement was executed in
2012.

Moris v. Invata Holdings, Inc.
shareholders’ agreement” and that he appended to his
opposition an email from Robert A. Feiner, a Connecticut
attorney with the firm Feiner Wolfson, which included
an attachment, a proposed consent in writing in lieu of
a meeting of the shareholders of Invata Holdings, that
stated that “it is the position of the [b]oard of [d]irectors
of [Invata Holdings] that said [2012] [s]hareholders’
[a]greement does and should continue to apply to the
shareholders of [Invata Holdings] . . . .” The court’s
factual finding regarding the applicability of the share-
holders’ agreement to Invata Holdings is not clearly erro-
neous; see, e.g., Jackson v. Prince, 231 Conn. App. 568,
573, 334 A.3d 517 (factual findings underlying court’s
decision on motion to dismiss will not be disturbed unless
they are clearly erroneous), cert. denied, 353 Conn. 902,
341 A.3d 958 (2025); because it is supported by evidence
of an email from Attorney Feiner, and, thus, we treat it
as applying to Invata Holdings.5
The issue of whether a contract with an out-of-state
defendant can establish sufficient minimum contacts
with the forum state has been addressed recently by our
Supreme Court in North Sails Group, LLC v. Boards
& More GmbH, supra, 340 Conn. 266. Specifically, in
that case our Supreme Court set forth the following
relevant standard: “[A]n individual’s contract with an
out-of-state party alone [cannot] automatically estab-
lish sufficient minimum contacts in the other party’s
home forum . . . . Rather, we must evaluate the totality
of the circumstances, including prior negotiations and
contemplated future consequences, along with the terms
of the contract and the parties’ actual course of dealing
. . . in determining whether the defendant purposefully
established minimum contacts within the forum. . . .
“It is well established that, in evaluating the total-
ity of the circumstances, it is the defendant’s contacts
5Invata Holdings argues that, in the alternative, this court can affirm
the trial court’s granting of the motion to dismiss on the ground that
the trial court’s determination that § 33-929 (f) (1) authorized jurisdic-
tion over Invata Holdings was based on a clearly erroneous finding that
Invata Holdings agreed to be bound by the shareholders’ agreement.

Moris v. Invata Holdings, Inc.
with the forum state, not those of the plaintiff, that
are relevant. . . . Courts have repeatedly rejected reli-
ance on any single factor and instead have examined
all aspects of the contractual relationship between the
parties, evaluating the extent, nature, and quality of the
nonresident defendant’s contacts with the forum state.
. . . [T]he goal of the inquiry is to determine whether the
contract and its surrounding circumstances demonstrate
that the nonresident defendant reach[ed] out beyond one
state and create[d] continuing relationships and obliga-
tions with citizens of another state . . . . Under those
circumstances, the nonresident defendant is understood
to have purposefully availed itself of the benefit of its
activities in the forum state, and it may well be unfair
to allow [it] to escape having to account in [the forum
state] for consequences that arise proximately from such
activities; the [d]ue [p]rocess [c]lause may not readily be
wielded as a territorial shield to avoid interstate obli-
gations that have been voluntarily assumed. . . . [T]he
purposeful availment inquiry represents a rough quid pro
quo: when a defendant deliberately targets its behavior
toward the society or economy of a particular forum, the
forum should have the power to subject the defendant to
judgment regarding that behavior. . . . The cornerstones
of this inquiry are voluntariness and foreseeability. . . .
“The significance to the inquiry of both voluntariness
and foreseeability is evident in the court’s explanation
of the principles underlying the purposeful availment
requirement . . . which ensures that a defendant will not
be haled into a jurisdiction solely as a result of random,
fortuitous, or attenuated contacts . . . or of the unilateral
activity of another party or a third person . . . . Juris-
diction is proper . . . [when] the contacts proximately
result from actions by the defendant [itself] that create
a substantial connection with the forum [s]tate. . . .
Thus [when] the defendant deliberately has engaged in
significant activities within a [s]tate . . . or has created
continuing obligations between [itself] and residents of
the forum . . . [it] manifestly has availed [itself] of the
privilege of conducting business there, and because [its]

Moris v. Invata Holdings, Inc.
activities are shielded by the benefits and protections of
the forum’s laws it is presumptively not unreasonable to
require [it] to submit to the burdens of litigation in that
forum as well. . . . In determining minimum contacts
in a contracts case, courts must take a highly realistic
approach that recognizes that a contract is ordinarily
but an intermediate step serving to tie up prior business
negotiations with future consequences which themselves
are the real object of the business transaction. . . . It is
these factors—prior negotiations and contemplated
future consequences, along with the terms of the con-
tract and the parties’ actual course of dealing—that
must be evaluated in determining whether the defen-
dant purposefully established minimum contacts with
the forum.” (Citations omitted; emphasis in original;
internal quotation marks omitted.) Id., 275–79. “In
evaluating the quality of a defendant’s contacts, courts
have considered the parties’ actual course of dealings,
the location of performance, the quality and quantity of
any communications, the terms of the parties’ contract,
including any forum selection clause, and whether the
defendant reached into the forum, including whether
the defendant initiated contact.” Id., 289.
The following background information bears repeating.
Following the 2011 merger of Invata, Inc.—an entity
that the plaintiff and Sheehan had incorporated in Con-
necticut—into Glen Road Systems, Inc.—a Pennsylvania
corporation—the plaintiff entered into a sharehold-
ers’ agreement with Glen Road Systems, Inc., in 2012.
Eight years later, in 2020, after Glen Road Systems,
Inc., had changed its name back to Invata, Inc., there
was a reorganization such that Invata, Inc.’s then exist-
ing shareholders, which included the plaintiff, formed
Invata Holdings—a holding company incorporated in
Pennsylvania. Invata, Inc., was then designated as a
subsidiary of Invata Holdings and converted into a lim-
ited liability company. As stated in the complaint, as
part of the reorganization, Invata, Inc.’s ownership in
Attabotics, a Canada based robotics company in which

Moris v. Invata Holdings, Inc.
Glen Road Systems, Inc., had invested, was distributed
to Invata Holdings.
According to the plain terms of the shareholders’ agree-
ment, seven shareholders, including the plaintiff, entered
into that agreement with Glen Road Systems, Inc. The
agreement did not contemplate or require performance
in Connecticut but, instead, delineated the number of
shares held by each shareholder and set forth a governing
structure for the management and disposition of such
stock. It further provided that any notice, demand, offer
or other written instrument required or permitted to be
given should be either, depending on circumstance, sent
to Glen Road Systems, Inc., in Conshohocken, Pennsyl-
vania, or to one of its seven shareholders, who resided
in various states, including Pennsylvania, Connecticut,
Texas, Maine, and New Hampshire.6 Additionally, the
shareholders’ agreement provides that it shall be con-
strued according to the laws of the Commonwealth of
Pennsylvania and the Pennsylvania Business Corpora-
tions Law. These provisions of the shareholders’ agree-
ment raise questions about the foreseeability that Invata
Holdings could be haled into court in Connecticut. See
North Sails Group, LLC v. Boards & More GmbH, supra,
340 Conn. 298 (contractual provisions raised serious
questions regarding foreseeability that defendant could
be haled into court in Connecticut where contract did
not explicitly contemplate performance in Connecticut,
included choice of law provision designating Wisconsin
law as controlling, required defendant to send its royalty
fees to Wisconsin bank, and provided that notices were
required to be sent to counsel in Wisconsin).
In addition to the shareholders’ agreement, the plain-
tiff relies on the following forum contacts: (1) retention
of Connecticut based counsel Feiner Wolfson; (2) the use
of Connecticut phone numbers by some shareholders
6As a result of the reorganization, the plaintiff, Sheehan, and Kuhn
became the sole shareholders and the directors of Invata Holdings, and
Labib later joined as a shareholder. The complaint alleges that Sheehan
resides in Connecticut and Labib resides in Massachusetts, and the
shareholders’ agreement reflects that Kuhn resides in Pennsylvania.

Moris v. Invata Holdings, Inc.
to conduct business; (3) derivation of reported income
through Invata, LLC; (4) that a director and shareholder
(the plaintiff) of a closely held company with only four
shareholders (Invata Holdings) resides and signed the
shareholders’ agreement in Connecticut; and (5) the
forum contacts of Invata, Inc./Invata, LLC, are attrib-
utable to Invata Holdings.
Regarding the retention of the Connecticut based firm
of Feiner Wolfson, the plaintiff argues that the firm
represented the “Invata enterprise” since its inception
and that Attorney Feiner played a central role in the
“F reorganization”7 of Invata, Inc., which gave rise to
Invata Holdings. In support of his argument, the plain-
tiff appended to his objection an email from Attorney
Feiner to Jeff Adler, a Pennsylvania attorney, describ-
ing Invata, Inc.’s corporate structure and stating that “I
think we want to keep the same structure for the holding
company . . . .” Attorney Feiner’s email was in response
to Attorney Adler’s email indicating that the requisite
forms were attached, noting that the name of the com-
pany to be formed is Invata Holdings, Inc., and suggest-
ing a number of shares. Also appended to the opposition
was an email from Damien Sibilla, Invata, Inc.’s chief
financial officer, to Attorney Adler stating that the first
step of the tax reorganization is to create a new Pennsyl-
vania entity, Invata Holdings, as an S corporation8 and
asking for Attorney Adler’s assistance because Invata
7Section 368 (a) (1) of title 26 of the United States Code, which catego-
rizes several types of corporate reorganization by a corresponding letter,
provides that the term “ ‘reorganization’ ” means, under subparagraph
(F), “a mere change in identity, form, or place of organization of one
corporation, however effected . . . .”
8“A subchapter S corporation is a closely held business entity organized
under the law of the state in which it is incorporated. One feature of such
an entity is that it does not pay income taxes on its net earnings; rather,
its income is attributed to its shareholders and must be reported by them
to the taxing authorities as income to them, regardless of whether the
income, in part or entirely, is actually distributed to the corporation’s
shareholders. . . . Each year, an S corporation provides a Schedule K-1
form to its shareholders that indicates the net income attributed to that
shareholder.” (Citations omitted.) Yanavich v. Yanavich, 228 Conn.
App. 444, 446–47 n.2, 325 A.3d 1149 (2024).

Moris v. Invata Holdings, Inc.
Holdings is a Pennsylvania legal entity. These docu-
ments, revealing the legal assistance that was sought
from both Connecticut and Pennsylvania attorneys for
the reorganization of Invata, Inc., and the creation of a
Pennsylvania holding company, Invata Holdings, do not
evince purposeful availment in Connecticut by Invata
Holdings, particularly in light of the fact that there is no
indication that Attorney Feiner assisted Invata Holdings
with the 2012 shareholders’ agreement because Invata
Holdings did not exist at that time.
Next, the plaintiff contends that some shareholders
used Connecticut phone numbers to conduct business for
Invata Holdings. In his affidavit, which was appended
to his opposition, the plaintiff stated that, following
the formation of Invata, Inc., Connecticut cell phone
numbers were given to employees of Invata, Inc., whose
principal place of business is in Canton, Connecticut,
and that Sheehan used that cell phone number to “con-
duct Invata business through calls and texts”9 and that
the plaintiff discussed Invata’s operation systems with
Sheehan using that assigned phone number. That the
plaintiff and Sheehan may have discussed issues per-
taining to Invata Holdings using Connecticut based cell
phone numbers obtained from Invata, Inc., is insufficient
because these actions do not indicate that Invata Hold-
ings, which is based in Pennsylvania and did not assign
the Connecticut phone numbers, purposefully availed
itself of the benefit and protections of Connecticut’s laws.
See, e.g., Lyons v. Birmingham Law Office, LLC, 224
Conn. App. 758, 779, 315 A.3d 391 (2024) (“[t]elephone
and mail contacts are jurisdictionally insufficient unless
the defendant projected himself by those means into
[the forum state] in such a manner that he purposefully
availed himself . . . of the benefits and protections of its
laws” (internal quotation marks omitted)).
Additionally, the plaintiff’s signing of the share-
holders’ agreement in Connecticut, his residence in
9A footnote in the plaintiff’s affidavit explains that “ ‘Invata’ ” is used
to refer “to the organization as a whole.”

Moris v. Invata Holdings, Inc.
Connecticut, and his status as a shareholder and director
are insufficient to establish jurisdiction. The plaintiff
fails to cite any case law, nor are we aware of any, dem-
onstrating that his contacts with the forum state are
relevant. See, e.g., North Sails Group, LLC v. Boards &
More GmbH, supra, 340 Conn. 276 (“[T]he relationship
must arise out of contacts that the defendant himself
creates with the forum [s]tate. . . . [Courts] have consis-
tently rejected attempts to satisfy the defendant-focused
minimum contacts inquiry by demonstrating contacts
between the plaintiff (or third parties) and the forum
[s]tate.” (Internal quotation marks omitted.)). Even
if, however, we were to examine such contacts, they
are merely fortuitous. In North Sails Group, LLC, our
Supreme Court stated: “The existence of the contractual
relationship alone . . . is evidence only of contact with
the plaintiff, not with the forum. In that circumstance,
the defendant’s only connection to the forum is that
the plaintiff resides there, which is precisely the kind
of random and fortuitous contact that courts caution
against relying on to conclude that jurisdiction is proper.
The defendant presumably would have entered into the
contractual relationship regardless of where the plain-
tiff was located.” Id., 285–86. That reasoning likewise
applies to the facts of the present case.
Next, the plaintiff argues that “Invata Holdings
derived income through its wholly owned subsidiary,
Invata, Inc. ([now known as] Invata, LLC) . . . . It is undis-
puted that, as a result of the [qualified subsidiary] elec-
tion, Invata, LLC’s financials are reported as belonging
to Invata Holdings. Thus, through Invata, Inc., Invata
Holdings maintained an operational and financial pres-
ence in the state, and its consolidated financial report-
ing reflects an acknowledgment that its revenues and
liabilities remain intertwined with Connecticut based
operations.”
As an S corporation, Invata Holdings reports—for fed-
eral tax purposes—all of the income of its qualified sub-
sidiary, Invata, LLC—which still exists separately under

Moris v. Invata Holdings, Inc.
state law.10 The plaintiff’s argument concerning derived
income stems largely from his additional contention that
the Connecticut contacts of Invata, Inc./Invata, LLC,
which he argues has “deep and long-standing ties to Con-
necticut,” are properly attributable to Invata Holdings.
However, “it is a fundamental principle of corporate law
that the parent corporation and its subsidiary are treated
as separate and distinct legal persons even though the
parent owns all the shares in the subsidiary and the two
enterprises have identical directors and officers. Such
control, after all, is no more than a normal consequence
of controlling share ownership.” (Internal quotation
marks omitted.) SFA Folio Collections, Inc. v. Bannon,
217 Conn. 220, 232, 585 A.2d 666, cert. denied, 501 U.S.
1223, 111 S. Ct. 2839, 115 L. Ed. 2d 1008 (1991). Fur-
thermore, “[t]he unilateral activity of an entity cannot
subject a nonresident defendant to personal jurisdiction
in the entity’s forum. . . . Where two corporations are in
fact separate, permitting the activities of the subsidiary
to be used as a basis for personal jurisdiction over the
10“A [qualified Subchapter S subsidiary (QSub)] must be a domestic
corporation, 100 percent of the stock of which is held by an S corporation.
Only outstanding shares are taken into account in determining whether
a subsidiary is wholly-owned. Share ownership for federal income tax
purposes rather than legal ownership is controlling. Thus, if a parent S
corporation owns a single-member LLC that is treated as a disregarded
entity for federal income tax purposes, and the LLC holds 100 percent
of the shares of a domestic corporation, the parent S corporation will be
treated as owning all of the stock of the corporate subsidiary, and the
parent is eligible to file a QSub election with respect to that corporate
subsidiary. . . . A proper election to treat a subsidiary as a QSub means
that for federal income tax purposes the subsidiary is disregarded as a
separate corporation, and all of the subsidiary’s assets, liabilities, and
items of income, deduction, and credit are treated as those of the parent
S corporation. When a QSub election is made for an existing corporation,
the subsidiary is deemed to have liquidated into the parent S corpora-
tion. . . . Section 332 [of the Internal Revenue Code] technically requires
the adoption of a plan of liquidation at a time when the subsidiary is
80 percent or more owned by the parent; however, obviously a QSub
will remain in existence under state law. To resolve this seeming incon-
sistency, the regulations indicate that making a QSub election itself
satisfies the section 332 plan of liquidation requirement.” (Emphasis
added; footnotes omitted.) M. Hess, “The Exaggerated Death of the
Subchapter S Corporation—Part I,” 14 Utah B.J. 22, 23–24 (2001).

Moris v. Invata Holdings, Inc.
parent violates this principle and thus due process. . . .
[T]he primary purpose of the corporate form is to pre-
vent a company’s owners, whether they are persons or
other corporations, from being liable for the activities
of the company. Where corporate formalities have been
observed, a company’s owners reasonably expect that
they cannot be held liable for the faults of the company.
Thus, such owners do not reasonably anticipate being
[haled] into a foreign forum to defend against liability
for the errors of the corporation.” (Internal quotation
marks omitted.) Hersey v. Lonrho, Inc., 73 Conn. App.
78, 85, 807 A.2d 1009 (2002). “[T]he mere incidence of
stock ownership in or affiliation with a corporation, with-
out more, is not a sufficient minimum contact [to satisfy
the due process requirement and justify the exercise of
personal jurisdiction over a nonresident parent corpora-
tion].” (Internal quotation marks omitted.) Id., 84.
The plaintiff, however, argues that Invata Holdings
is Invata, Inc.’s legal successor, and, thus, its Connecti-
cut contacts are attributable to Invata Holdings. The
trial court did not address whether, as a legal matter,
the contacts of a predecessor are properly attributable
to a successor, an issue on which there exists a split of
authority,11 reasoning that “the plaintiff’s complaint is
silent as to any allegations of successor liability, and the
plaintiff has not alleged any specific contacts by Invata,
Inc., to support that the cause of action arises out of any
contacts that Invata, Inc., had with Connecticut.” We
agree with the trial court and, likewise, do not address
the issue of successor liability.
The plaintiff further contends that the Connecticut
contacts of Invata, Inc./Invata, LLC, are properly attrib-
uted to Invata Holdings pursuant to alter ego principles.
However, the use of alter ego theories—whereby the
corporate veil is pierced in order to find the subsidiary
to be the alter ego of its parent, thereby treating the two
11See North Sails Group, LLC v. Boards & More GmbH, supra, 340
Conn. 286 n.16 (“there appears to be a split of authority regarding
whether a nonresident predecessor’s minimum contacts may be imputed
to a nonresident defendant in all cases or only in certain circumstances”).

Moris v. Invata Holdings, Inc.
corporate entities as a single entity—for jurisdictional
purposes has, “[e]xcept in very limited circumstances . . .
become an anachronism.” (Internal quotation marks
omitted.) Hersey v. Lonrho, Inc., supra, 73 Conn. App.
83. We, again, note that it is “a fundamental principle
of corporate law that the parent corporation and its
subsidiary are treated as separate and distinct legal
persons even though the parent owns all the shares in
the subsidiary and the two enterprises have identical
directors and officers. Such control, after all, is no more
than a normal consequence of controlling share owner-
ship.” (Internal quotation marks omitted.) Id. Whether
to pierce the corporate veil constitutes a factual inquiry.
Id., 86. The plaintiff did not raise in the trial court the
issue of corporate veil piercing and, accordingly, the
trial court did not make the requisite factual findings
or otherwise address that issue in its decision. Accord-
ingly, we do not review this issue, which was raised for
the first time on appeal. See, e.g., Hadden v. Capitol
Region Education Council, 164 Conn. App. 41, 43 n.3,
137 A.3d 775 (2016) (“[a]s a general matter, we do not
decide issues raised for the first time on appeal” (internal
quotation marks omitted)).
We turn to North Sails Group, LLC, in which our
Supreme Court stated that, “in the life of a contractual
relationship of the length involved here, it is difficult to
imagine fewer contacts between the defendant [B&M]
and the forum. Besides the long-term nature of the con-
tractual relationship, the plaintiff relies on the following
forum contacts: (1) B&M knowingly entered into a con-
tract with the Connecticut based plaintiff; (2) B&M nego-
tiated the contract by sending communications to the
plaintiff in Connecticut; (3) the contract contemplated
and even mandated that the plaintiff would perform
its own obligations under the contract in Connecticut,
which would result in Connecticut’s being the locus of
any harm the plaintiff would suffer as a consequence of
a breach of the contract; (4) B&M maintained a nearly
twenty year business relationship with the plaintiff in
Connecticut, including a visit to the forum and sending

Moris v. Invata Holdings, Inc.
hundreds of reports, payments, and other communica-
tions to Connecticut; and (5) B&M breached the contract
by contacting and injuring the plaintiff in Connecticut.
. . . These contacts, however, do not focus on B&M’s
purposeful contact with the forum, which is limited to a
single visit to the forum after the contract was executed,
and occasional, ancillary communications.” (Footnote
omitted.) North Sails Group, LLC v. Boards & More
GmbH, supra, 340 Conn. 290–91.
The forum contacts in the present case are strained, as
were those in North Sails Group, LLC. The lack of any
evidence or allegations that Invata Holdings—which did
not exist in 2012—initiated contact with the plaintiff
in relation to the shareholders’ agreement or otherwise
purposefully reached out into the forum, that the terms
of the shareholders’ agreement do not contemplate per-
formance in Connecticut, and the lack of allegations or
evidence that the shareholders’ agreement was performed
in Connecticut belies the plaintiff’s contention that
Invata Holdings purposefully availed itself of the benefits
and protections of Connecticut’s laws. See id., 299–300
(that defendant did not perform its contractual obliga-
tions in Connecticut and contract did not require it to do
so weighed heavily against finding minimum contacts).
The plaintiff, however, argues that, unlike North Sails
Group, LLC, “the present case involves a Connecticut
based director and shareholder asserting rights against
a company that, through its structure and operations,
has continuously engaged with Connecticut. Rather than
being difficult to imagine fewer contacts between [Invata
Holdings] and the forum, it is difficult to imagine more
regular or substantial contacts with Connecticut: Invata
Holdings’ director, its long-time counsel, a significant
shareholder, its historical revenues, and even the legal
work that birthed the company—all are rooted in Con-
necticut.” (Internal quotation marks omitted.) The plain-
tiff’s alleged forum contacts, even if proven, however,
do not weigh in favor of jurisdiction because they do not
evince purposeful availment by Invata Holdings, or they

Moris v. Invata Holdings, Inc.
rely on the contacts of its subsidiary, which, under the
circumstances of the present case, cannot be attributed
to the parent company.
In sum, the plaintiff has failed to establish that Invata
Holdings has sufficient minimum contacts with Con-
necticut to justify the exercise of personal jurisdiction.
In light of this, we do not reach the next part of the due
process analysis concerning whether the exercise of per-
sonal jurisdiction would be reasonable. See, e.g., North
Sails Group, LLC v. Boards & More GmbH, supra, 340
Conn. 314 (“[b]ecause the plaintiff failed to satisfy its
burden regarding minimum contacts, we do not need
to determine whether personal jurisdiction would be
reasonable”). Therefore, we conclude that the trial court
properly dismissed the complaint against Invata Hold-
ings for lack of personal jurisdiction.
II
The plaintiff next claims that the trial court, in rul-
ing on the motion to dismiss, improperly overlooked
Invata Holdings’ alleged “calculated efforts to obstruct
jurisdictional discovery, which not only undermined
the integrity of the factual record but warranted sanc-
tions under Practice Book § 13-14 (b) (3).” We are not
persuaded.
Under Practice Book § 13-14, a court may sanction a
party for noncompliance with the trial court’s discovery
orders; permissible sanctions include the entry of an
order that the matters regarding which the discovery
was sought or other designated facts shall be taken to be
established for the purposes of the action in accordance
with the claim of the party obtaining the order. See
Practice Book § 13-14 (b) (3).
The plaintiff filed a motion for an order of compliance
or default as to Invata Holdings and requested, inter alia,
a finding, pursuant to Practice Book § 13-14 (b) (3), that
the court’s personal jurisdiction over Invata Holdings
be deemed established for purposes of the action. The
court, Morgan, J., ordered Invata Holdings to object

Moris v. Invata Holdings, Inc.
and/or respond to the plaintiff’s second set of requests
for production and denied all other relief requested in
the plaintiff’s motion. This ruling occurred following
motions for compliance filed by both parties pursu-
ant to, inter alia, § 13-14, and the orders of the court
compelling compliance. In his opposition to the motion
to dismiss, the plaintiff argued that jurisdiction over
Invata Holdings should be deemed established pursuant
to § 13-14 (b) (3). In ruling on the motion to dismiss, the
court, Smith, J., rejected this argument, stating that
a motion for relief under § 13-14 had not been claimed
to the court for adjudication. The plaintiff does not
challenge on appeal this reasoning but, rather, argues
that this court should take into account the discovery
violations of Invata Holdings when deciding the present
appeal. Specifically, he contends that, although “this
court need not find that default should have entered, it
is impossible to ignore that [Invata Holdings] actively
skewed the record by evading meaningful participation
in jurisdictional discovery,” which conduct “underscores
why their claims cannot be accepted at face value, and
why their credibility on jurisdictional matters is funda-
mentally compromised.”
The inherent authority of a trial court to impose
reasonable sanctions is derived from General Statutes
§ 52-2912 and from our rules of practice, adopted by the
judges of the Superior Court in the exercise of their
inherent rule-making authority. See, e.g., Practice Book
§ 13-14; see also Millbrook Owners Assn., Inc. v. Hamil-
ton Standard, 257 Conn. 1, 9–11, 776 A.2d 1115 (2001).
On appeal, our role is not to second-guess the decision
of the trial court and it is not to ask whether we “would
have imposed a similar sanction but [rather our role is to
decide] whether the trial court could reasonably conclude
12General Statutes § 52-29 provides: “(a) The Superior Court in any
action or proceeding may declare rights and other legal relations on
request for such a declaration, whether or not further relief is or could
be claimed. The declaration shall have the force of a final judgment.
“(b) The judges of the Superior Court may make such orders and rules
as they may deem necessary or advisable to carry into effect the provi-
sions of this section.”

Moris v. Invata Holdings, Inc.
as it did given the facts presented. Never will the case on
appeal look as it does to a [trial court] . . . .” (Emphasis
in original; internal quotation marks omitted.) Gutier-
rez v. Mosor, 206 Conn. App. 818, 826, 261 A.3d 850,
cert. denied, 340 Conn. 913, 265 A.3d 926 (2021). The
plaintiff’s argument that we should, essentially, impose
a discovery sanction on Invata Holdings by deeming its
appellate argument “fundamentally compromised” due
to alleged discovery violations at the trial level has no
basis in the law. Moreover, it is the plaintiff’s burden, as
the appellant, to demonstrate on appeal that his claims
are sufficiently meritorious to warrant reversal of the
trial court’s judgment. As we detailed in part I of this
opinion, he has not done so.
The judgment is affirmed.
In this opinion the other judges concurred.