Fountain of Youth Church, Inc. v. Fountain

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Fountain of Youth Church, Inc. v. Fountain

FOUNTAIN OF YOUTH CHURCH, INC. v.
FRANKLIN L. FOUNTAIN ET AL.
(AC 46249)
Clark, Seeley and Palmer, Js.

Syllabus

The plaintiff church appealed to this court from the judgment of the trial
court granting the motion by the defendants, F and F Co., to dismiss
its action alleging fraud, constructive trust, conversion, and statutory
theft. In its operative complaint, the church alleged that it owned certain
real property and that F had been named pastor of the church. More
than one year after his appointment, F advised the church’s board of
directors at a board meeting that the church owed taxes and that the
church should change its legal name and business structure in order to
avoid that tax obligation. The church alleged that, unbeknownst to it
and its board, F had incorporated F Co. prior to the board meeting, that
F knew that the church, which was a tax-exempt entity, did not in fact
owe any taxes despite his representations to the contrary, that F, in his
purported role as president of the church, had filed documents dissolving
the church as a corporation without receiving authorization from the
church’s board and that, without the knowledge of the church or its
board, F signed and filed documents purporting to transfer the church’s
properties to F Co. and removed money from the church’s bank accounts.
The defendants filed a motion to dismiss the church’s complaint, arguing,
inter alia, that D and J, the persons who purported to have commenced
the present action in the name of church, were not authorized to initiate
litigation on behalf of the church and, therefore, the church lacked
standing to bring the present action and the court consequently lacked
subject matter jurisdiction. In support of their motion to dismiss, the
defendants filed, inter alia, an affidavit of F and deposition testimony
of D and J. The church filed an objection to the defendants’ motion to
dismiss, arguing, inter alia, that, contrary to the defendants’ contentions,
the church was not properly dissolved by a duly authorized action of
its board of directors and that, because the church had not been properly
dissolved, the defendants could not rely upon their improper actions to
deprive the church of its ability to pursue its claims that stemmed from
those very actions. The church further argued that J, who the church
claimed was the vice president of the church prior to the church’s
dissolution, and D, who the church claimed was a member of the church’s
deacon board, were authorized to bring the present action in the church’s
name because they more fairly and accurately represented the interests
of the church. At the hearing on the defendants’ motion to dismiss, the
court’s principal concern was that, even if the court were to assume
that the dissolution of the church was improper, there were no indicia
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Fountain of Youth Church, Inc. v. Fountain
of authorization for D or J to bring the action in the name of the church.
The court subsequently granted the defendants’ motion to dismiss and
overruled the church’s objection to the motion. In the court’s written
order that followed, the court explained that there was no written autho-
rization for the church to initiate the present action, nor was the action
brought by any member of the religious congregation in a derivative
capacity. Accordingly, the court concluded that it lacked subject matter
jurisdiction over the matter and dismissed the action. The church subse-
quently filed a motion for reargument and reconsideration in which it
argued, inter alia, that the court’s ruling ignored that F’s wrongful actions
were the reason that no written authorization existed and that the defen-
dants should not be permitted to benefit from those wrongful actions.
One day after filing its motion for reargument and reconsideration, the
church filed a supplement to its motion, which included a document
dated May 4, 2019, purporting to be a resolution authorizing the present
action against the defendants. The defendants objected and argued that
the church’s filings called into question the credibility of the claims
asserted in both the church’s motion for reargument and reconsideration
and the supplemental filing in support of that motion. The defendants
noted that the church had conceded in its motion for reargument and
reconsideration that there had been no authorization because F’s actions
purportedly made that impossible but in its supplemental filing had
purported to submit a written resolution from May 4, 2019, authorizing
the present action. The defendants further noted that J had testified
during a deposition in October, 2019, that the church’s board never
voted to commence a lawsuit against the defendants or to authorize
any person to act on the church’s behalf against the defendants. At the
hearing on the motion for reargument and reconsideration, the court
expressed concerns with the purported May 4, 2019 resolution and
concluded that the purported authorization was not credible and, accord-
ingly, denied the church’s motion for reconsideration. Held that the
church could not prevail on its claim that the trial court improperly
dismissed its action against the defendants for lack of standing: the
defendants’ motion to dismiss and the affidavits and evidence in support
of it conclusively established that the church lacked the authority to
sue the defendants, as F averred that the church’s board never authorized
any individual to bring the present lawsuit, D testified in his deposition
that he did not attend any meeting about bringing the present action,
and J testified in his deposition that he did not conduct any board
meetings after the church was purportedly dissolved, that he was not
aware of any votes or minutes by the board that were taken in relation
to the church after the purported dissolution, and that the board never
took any vote in relation to instituting the present lawsuit; moreover,
the church’s opposition to the motion to dismiss failed to overcome the
defendants’ evidence establishing that no person was authorized to bring
the present action in the name of the church, as the affidavits and
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Fountain of Youth Church, Inc. v. Fountain
documents attached to the church’s objection to the motion to dismiss,
which aimed to show that F improperly dissolved the church and subse-
quently transferred property to F Co., did not demonstrate that the
church was authorized to commence the present action against the
defendants and, even if this court were to assume arguendo that the
church was improperly dissolved by F, the church’s objection to the
motion to dismiss and the evidence submitted in support of that objec-
tion failed to demonstrate that any individual, including J or D, had the
authority to maintain the present action in the church’s name, either as
a result of internal church proceedings or by law; furthermore, although
the church contended on appeal to this court that the May 4, 2019
document that it submitted was evidence that the church was authorized
to bring the present action against the defendants, the trial court properly
concluded that the document had significant shortcomings and therefore
was entitled to no weight, as the May 4, 2019 document did not specifi-
cally authorize the present lawsuit, the church failed to explain why an
unquantified number of members of the church, as opposed to a majority
of a quorum of the board of directors of the church, were legally empow-
ered to authorize the church to commence a lawsuit, the document
stated that the meeting was presided over by J and D but recorded no
roll call, no number of members present, no identity of a movant pressing
a motion, and no identity of a second to the motion, the document
purported to be from a meeting that took place months after the com-
mencement of the present litigation with no indication that any pur-
ported business conducted that day was to apply retroactively, and J
testified at a deposition in October, 2019, many months after the pur-
ported May 4, 2019 members meeting took place, that no vote to initiate
the present action had been taken or recorded, which further called
into question the veracity of the document submitted by the church;
additionally, although the church argued in its appellate brief that a
corporation acts through its officers, suggesting that J, in his purported
role as vice president, or D, as a purported member of the deacon board,
could authorize the church to commence the present action, the church
failed to demonstrate that J or D was authorized to commence the
present action in the name of the church and, in fact, most courts have
held that a vice president does not have power to act on behalf of the
corporation in highly important and unusual transactions in the absence
of specific authorization in the bylaws or a resolution of the board
of directors.
Argued January 11—officially released June 4, 2024

Procedural History

Action to recover damages for, inter alia, fraud, and
for other relief, brought to the Superior Court in the
judicial district of Fairfield, where the court, Hon. Dale
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Fountain of Youth Church, Inc. v. Fountain

W. Radcliffe, judge trial referee, granted the defendants’
motion to dismiss and rendered judgment thereon, from
which the plaintiff appealed to this court. Affirmed.
Ryan P. Driscoll, for the appellant (plaintiff).
Eroll V. Skyers, for the appellees (defendants).
Opinion

CLARK, J. This appeal arises from an action com-
menced by Fountain of Youth Church, Inc. (Church),
against the defendants, Franklin L. Fountain (Fountain)
and Fountain of Youth Cathedral, Inc. (Cathedral),
asserting claims of fraud, constructive trust, conver-
sion, and statutory theft. The trial court granted the
defendants’ motion to dismiss, concluding that the
Church lacked standing because it failed to demonstrate
that it was acting pursuant to a valid authorization when
it initiated the present action against the defendants.
On appeal, the Church claims that the court improperly
concluded that it was not authorized to initiate the
present action. We disagree and affirm the judgment
of the trial court.
The record reveals the following procedural history.
On October 23, 2018, the Church commenced the pres-
ent action against the defendants. In its operative com-
plaint, the Church alleged that it is a Connecticut corpo-
ration and owns real property located at 314-316
Madison Avenue and 324 Madison Avenue in Bridgeport
(properties). The complaint alleges that, in or about
November, 2013, Fountain was named pastor of the
Church. In January, 2015, the Church’s board of direc-
tors held a meeting, at which time Fountain advised
the board that the Church ‘‘owed taxes’’ and that the
Church should change its legal name and business struc-
ture in order to avoid that tax obligation. The Church
alleged that, unbeknownst to it and its board, Fountain
had already incorporated another entity, the Cathedral,
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Fountain of Youth Church, Inc. v. Fountain

on October 17, 2014. The Church further alleged that,
upon information and belief, Fountain knew that the
Church, which is a tax-exempt entity, did not in fact owe
any taxes despite his representations to the contrary.
The complaint alleges that, on or about March 5,
2015, Fountain, in his purported role as president of
the Church, filed documents with the Secretary of the
State’s office dissolving the Church as a corporation
without receiving authorization from the Church’s
board to take steps to dissolve the Church. The Church
further alleges that Fountain, without the knowledge
of the Church or its board, then signed and filed docu-
ments purporting to transfer the Church’s properties
to the Cathedral and removed money from the Church’s
bank accounts. The Church alleges that this was done
for Fountain’s personal gain and/or for the gain of the
Cathedral, all to the Church’s detriment. It further
alleges that the Cathedral knew Fountain had no author-
ity to transfer the funds in question and that it willingly
accepted them into its bank account and further
assumed and exercised ownership rights over the
Church’s property.
On December 11, 2018, the Church filed a motion for a
temporary injunction seeking to prohibit the defendants
from disposing of the properties and the personal prop-
erty at those locations, arguing, inter alia, that Fountain,
on behalf of the Cathedral, had listed the properties
for sale with Colonial Realty and that it appeared that
tangible property had been or may be in the process
of being moved out of the buildings located at the prop-
erties. The Church argued that there was probable
cause that judgment would be rendered for the Church
and that irreparable harm would result if the injunction
was not entered. In support of the Church’s motion,
the Church provided an affidavit by Donald Fountain
attesting to many of the facts alleged in its motion. In
an order dated December 20, 2018, the court, Bellis, J.,
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Fountain of Youth Church, Inc. v. Fountain

with agreement of the parties, ordered the defendants
not to transfer, encumber, or dispose of its assets until
further order of the court, except to the extent ordinary
business expenses must be paid.
On February 13, 2020, the defendants filed a motion to
dismiss the Church’s complaint, arguing that the Church
could not demonstrate that it was authorized to com-
mence the present action and, therefore, lacked stand-
ing. Specifically, they argued that Donald Fountain and
James Fountain, the persons who purport to have com-
menced the action in the name of Church, were not
authorized to initiate litigation against Fountain or the
Cathedral on behalf of the Church. The defendants
argued that the Church’s board voted unanimously to
dissolve the Church as a religious corporation and, after
it was dissolved, the Church ceased all activities as a
religious corporation. The defendants further argued
that the Church’s name had been unjustly misappropri-
ated and misused in a manner that falsely portrayed it
as an aggrieved plaintiff against the defendants.
In support of their motion to dismiss, the defendants
filed a memorandum of law and exhibits, which
included an affidavit of Fountain and deposition testi-
mony of Donald Fountain and James Fountain. Foun-
tain averred that during his tenure as pastor of the
Church, the Church had a board of directors that made
decisions regarding the actions taken by the Church
as a corporate body. He also averred that he was the
chairman of the Church’s board of directors and that
the Church never authorized any individual to bring a
lawsuit in the courts of Connecticut or in any other
jurisdiction on behalf of the Church. He further averred
that Donald Fountain and James Fountain did not have
authorization to bring the present civil action against
him or the Cathedral on behalf of the Church and that
they never had the unilateral authority to represent,
speak for, or act on behalf of the Church. Accordingly,
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Fountain of Youth Church, Inc. v. Fountain

the defendants argued that the Church lacked standing
to bring the present action and that the court conse-
quently lacked subject matter jurisdiction.
On April 21, 2020, the Church filed an objection to
the defendants’ motion to dismiss. It argued that, con-
trary to the defendants’ contentions, the Church was
not properly dissolved by a duly authorized action of
its board of directors. It argued that Fountain, using a
board of directors handpicked by him, attempted to
dissolve the Church but failed to follow the protocols
required by law. The Church claimed in its objection
that, despite failing to follow the procedure required
by law, Fountain nevertheless advised the Secretary of
the State in filings that the Church had been dissolved.
The Church also claimed that Fountain had transferred
some, but not all, of the Church’s assets to the Cathedral,
again without a proper board vote that was required
under state law. In addition, the Church claimed that
Fountain’s purported dissolution of the Church caused
chaos and confusion among the Church’s members,
leading many members to leave.
The Church further claimed in its objection that,
because the Church was not properly dissolved, the
defendants cannot rely upon their improper actions to
deprive the Church of its ability to pursue its claims
that stem from those very actions. The Church argued
that James Fountain, who the Church claimed was the
vice president of the Church prior to the Church’s disso-
lution, and Donald Fountain, who the Church claimed
was a member of the Church’s deacon board, were
authorized to bring the present action in the Church’s
name because they more fairly and accurately repre-
sented the interests of the Church. The Church’s objec-
tion indicated that James Fountain is the younger
brother of Fountain, and Donald Fountain is the uncle
of Fountain. In support of the Church’s objection, the
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Church attached numerous exhibits, including deposi-
tion testimony of Donald Fountain, deposition testi-
mony and an affidavit of Fountain, printouts from the
Secretary of the State’s website, a document purporting
to be minutes of a meeting at which the board had
purportedly dissolved the Church and authorized the
transfer of its assets, and a document purporting to be
the Church’s constitution and bylaws.
On November 2, 2022, the court, Hon. Dale W. Rad-
cliffe, judge trial referee, held a hearing on the defen-
dants’ motion to dismiss. The court’s principal concern
during the hearing was that there were no indicia of
authorization for Donald Fountain or James Fountain
to bring the action in the name of the Church, even if
the court were to assume that the dissolution of the
Church was improper. During a colloquy with the Church’s
counsel, the court noted that a corporation can only act
through its authorized agents and asked the Church’s
counsel if there was ‘‘a written authorization allowing
anyone to act on behalf of the [Church] and bring this
action.’’ The Church’s counsel responded: ‘‘I would con-
cede there is no specific written authorization saying
that James or Donald Fountain can bring an action.’’
Counsel argued, however, that James Fountain’s posi-
tion as vice president of the Church gave him the ability
to institute the action in the Church’s name. In response,
the court asked counsel if ‘‘there [was] any statute that
gives an individual as an officer, in this case [James]
Fountain as the vice president, without authorization
the ability to bring an action in the name of the Church
or any provision of the Church bylaws that would allow
someone who is an officer.’’ Counsel for the Church
stated: ‘‘Your Honor, I have to admit I don’t have any-
thing handy that would support that.’’ The court stated:
‘‘Well, I’m just looking . . . for anything. . . . I’m just
asking if there is a provision of the bylaws, is there a
statute, or is there a resolution of the church council.
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Fountain of Youth Church, Inc. v. Fountain

Anything of that nature that allows this particular suit.’’
Counsel for the Church again responded: ‘‘Your Honor,
I would say that I don’t have any written authorization
. . . in the form of a resolution that would authorize
that.’’
At the conclusion of the hearing, the court granted
the defendants’ motion to dismiss and overruled the
Church’s objection to the motion. In the court’s written
order that followed, the court explained that there was
no written authorization authorizing the Church to initi-
ate the present action, nor was the action brought by
any member of the religious congregation in a derivative
capacity. Accordingly, the court concluded that it
lacked subject matter jurisdiction over the matter and
dismissed the action.
On November 14, 2022, the Church filed a motion for
reargument and reconsideration in which it argued that
James Fountain was authorized to act due to the void
in leadership that had been caused by Fountain’s alleged
improper actions. The Church argued that the court’s
ruling ‘‘ignore[d] that [Fountain’s] wrongful actions
[were] the exact reason that no written authorization
for the instant action exists’’ and that the defendant
should not be permitted to benefit from those wrongful
actions. The Church also argued in a conclusory manner
that the court’s decision ignored the fact that James
Fountain specifically authorized the current civil action.
On November 15, 2022, one day after filing its motion
for reargument and reconsideration, the Church filed
a ‘‘supplement’’ to its motion, which included an exhibit
purporting to be ‘‘a resolution and written document
dated May 4, 2019, authorizing the instant action against
the defendants . . . .’’ The supplemental filing stated
that the document ‘‘should satisfy the court that there
was written approval for the instant action and that it
may have been overlooked previously.’’
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On November 28, 2022, the defendants filed an objec-
tion to both the motion for reargument and reconsidera-
tion and to the supplemental filing in support of that
motion. The defendants argued that the Church’s filings
called into question the credibility of the claims asserted
in both the Church’s motion for reargument and recon-
sideration and the supplemental filing in support of
that motion. The defendants noted that the Church had
conceded in its motion for reargument and reconsidera-
tion that there had been no authorization because Foun-
tain’s actions purportedly made that impossible and
that a written resolution should not be a prerequisite
to a civil action but, in its supplemental filing, had
purported to submit a written resolution from May 4,
2019, authorizing the present action. The defendants
further noted that, although ‘‘the written resolution pur-
ports to authorize the hiring of legal counsel [and] the
placement of a lis pendens upon the subject properties
and purports to record the result of a vote ousting its
pastor [Fountain],’’ and the Church appeared to argue
that this constituted authorization to commence the
present action, James Fountain had previously testified
during a deposition that the Church’s board never voted
to commence a lawsuit against the defendants or to
authorize any person to act on the Church’s behalf
against the defendants. The defendants attached that
deposition testimony to their objection.
The defendants further argued that the eleventh hour
nature of the Church’s supplemental filing alone cast
suspicion on the authenticity of the underlying docu-
ment purporting to authorize the Church to commence
the action and that the document itself included many
shortcomings. Specifically, the defendants argued that
the document ‘‘records no roll call, no number of mem-
bers present, no identity of a movant pressing a motion,
and no identity of a second to the motion. The document
fails to declare that any authority was granted to any
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Fountain of Youth Church, Inc. v. Fountain

person to proceed with a lawsuit, fails to authorize the
placing of a lis pendens, and fails to authorize any per-
son to provide an affidavit in support of the pending
litigation.’’ The defendants also argued that, ‘‘most glar-
ingly, the document is dated seven months after the
commencement of the lawsuit with no mention of its
retroactive effect . . . .’’ Accordingly, the defendants
argued that the Church’s motion for reargument and
reconsideration should be denied.
On January 25, 2023, the court held a hearing on
the motion for reargument and reconsideration. The
Church’s counsel argued that ‘‘there is the document
dated May 4, 2019, in which the individual named there
acted to authorize [a law firm] to act as their attorneys
in connection with this matter.’’ Counsel indicated that
his argument was twofold: ‘‘[E]ither it is an authorized
act . . . but if it’s not, our argument is that equity dic-
tates that there should be some individual from this
entity that was, in our estimation, wrongly dissolved
and improperly transferred assets from to act on its
behalf to protect its interests.’’
The court expressed concerns with the May 4, 2019
document. The court observed that the document ‘‘says
that minutes were recorded by acting secretary Sister
Annie Moore, but there’s no signature here by her. It
says that a meeting was held, but it doesn’t give the
names of the individuals who attended. It says it was
presided over by Deacon James Fountain and Deacon
Donald Fountain. It doesn’t indicate anyone else who
attended. And essentially, it was dated May 4, 2019,
which is after the return date on this particular matter.
So, I don’t know how an unsigned document, which
doesn’t identify the people present, isn’t signed by the
recording secretary, talks about motions, but doesn’t
give the name of the individual making the motion or
seconding the motion, I don’t know how that can be
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Fountain of Youth Church, Inc. v. Fountain

even authenticated.’’ The court concluded that the pur-
ported authorization was not credible. It accordingly
denied the Church’s motion for reconsideration. This
appeal followed.
We begin our analysis by setting forth the applicable
standard of review. ‘‘A motion to dismiss tests, inter
alia, whether, on the face of the record, the court is
without jurisdiction. . . . [O]ur review of the court’s
ultimate legal conclusion and resulting [determination]
of the motion to dismiss will be de novo.’’ (Internal
quotation marks omitted.) Manning v. Feltman, 149
Conn. App. 224, 230, 91 A.3d 466 (2014). ‘‘In undertaking
this review, we are mindful of the well established
notion that, in determining whether a court has subject
matter jurisdiction, every presumption favoring juris-
diction should be indulged.’’ (Internal quotation marks
omitted.) Dorry v. Garden, 313 Conn. 516, 521, 98 A.3d
55 (2014).
Our courts have acknowledged that ‘‘[t]rial courts
addressing motions to dismiss for lack of subject matter
jurisdiction . . . may encounter different situations,
depending on the status of the record in the case.’’
(Internal quotation marks omitted.) Angersola v. Radio-
logic Associates of Middletown, P.C., 330 Conn. 251,
274, 193 A.3d 520 (2018). ‘‘[L]ack of subject matter
jurisdiction may be found in any one of three instances:
(1) the complaint alone; (2) the complaint supple-
mented by undisputed facts evidenced in the record;
or (3) the complaint supplemented by undisputed facts
plus the court’s resolution of disputed facts. . . . Dif-
ferent rules and procedures will apply, depending on
the state of the record at the time the motion is filed.
When a trial court decides a jurisdictional question
raised by a pretrial motion to dismiss on the basis of
the complaint alone, it must consider the allegations
of the complaint in their most favorable light. . . . In
this regard, a court must take the facts to be those
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Fountain of Youth Church, Inc. v. Fountain

alleged in the complaint, including those facts necessar-
ily implied from the allegations, construing them in a
manner most favorable to the pleader. . . .
‘‘In contrast, if the complaint is supplemented by
undisputed facts established by affidavits submitted in
support of the motion to dismiss . . . [or] other types
of undisputed evidence . . . the trial court, in
determining the jurisdictional issue, may consider these
supplementary undisputed facts and need not conclu-
sively presume the validity of the allegations of the
complaint. . . . Rather, those allegations are tempered
by the light shed on them by the [supplementary undis-
puted facts]. . . . If affidavits and/or other evidence
submitted in support of a defendant’s motion to dismiss
conclusively establish that jurisdiction is lacking, and
the plaintiff fails to undermine this conclusion with
counteraffidavits . . . or other evidence, the trial court
may dismiss the action without further proceedings.’’
(Citations omitted; emphasis omitted; footnote omitted;
internal quotation marks omitted.) Conboy v. State, 292
Conn. 642, 651–52, 974 A.2d 669 (2009).
On appeal, the Church claims that the court erred in
dismissing its action against the defendants for a lack
of standing. Specifically, the Church claims that the
court improperly concluded that there was no authori-
zation for it to initiate the present action against the
defendants. In the Church’s view, the May 4, 2019 docu-
ment that it submitted as evidence demonstrated autho-
rization for the Church to bring the present action
against the defendants. The Church also argues that,
to the extent this court does not accept the May 4,
2019 document as evidence of authorization to act, the
evidence nevertheless shows that the Church’s remaining
officers and director had the ability to authorize action
on the Church’s behalf because any inability to demon-
strate authorization was caused by the chaos and confu-
sion resulting from Fountain’s wrongful conduct. The
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Fountain of Youth Church, Inc. v. Fountain

Church maintains that the defendants should not be
permitted to benefit from their improper actions to
deprive the Church of its ability to pursue its claims
that stem from those very improper actions. We are not
persuaded.
‘‘It is a basic principle of law that a plaintiff must
have standing for the court to have jurisdiction.’’ Unisys
Corp. v. Dept. of Labor, 220 Conn. 689, 693, 600 A.2d
1019 (1991). ‘‘Standing is the legal right to set judicial
machinery in motion.’’ (Internal quotation marks omit-
ted.) Nonhuman Rights Project, Inc. v. R.W. Commer-
ford & Sons, Inc., 197 Conn. App. 353, 360, 231 A.3d
1171, cert. denied, 335 Conn. 929, 235 A.3d 525 (2020).
‘‘One cannot rightfully invoke the jurisdiction of the
court unless he [or she] has, in an individual or represen-
tative capacity, some real interest in the cause of action,
or a legal or equitable right, title or interest in the subject
matter of the controversy.’’ (Internal quotation marks
omitted.) Styslinger v. Brewster Park, LLC, 321 Conn.
312, 316, 138 A.3d 257 (2016). ‘‘When standing is put in
issue, the question is whether the person whose stand-
ing is challenged is a proper party to request an adjudi-
cation of the issue . . . .’’ (Internal quotation marks
omitted.) May v. Coffey, 291 Conn. 106, 112, 967 A.2d
495 (2009).
‘‘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.’’ (Internal quotation marks
omitted.) Wolfork v. Yale Medical Group, 335 Conn.
448, 471, 239 A.3d 272 (2020).
In order to fulfill these goals, our Supreme Court has
explained that the standing doctrine requires a plaintiff
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Fountain of Youth Church, Inc. v. Fountain

to demonstrate two facts. ‘‘First, the complaining party
must be a proper party to request adjudication of the
issues. . . . Second, the person or persons who prose-
cute the claim on behalf of the complaining party must
have authority to represent the party.’’ (Citation omit-
ted; internal quotation marks omitted.) Community
Collaborative of Bridgeport, Inc. v. Ganim, 241 Conn.
546, 553, 698 A.2d 245 (1997); see also Fischer v. People’s
United Bank, N.A., 216 Conn. App. 426, 440, 285 A.3d
421 (2022), cert. denied, 346 Conn. 904, 287 A.3d 136
(2023).
‘‘To demonstrate authority to sue . . . it is not
enough for a party merely to show a colorable claim
to such authority. Rather, the party whose authority is
challenged has the burden of convincing the court that
the authority exists.’’ (Internal quotation marks omit-
ted.) Schaghticoke Tribal Nation v. Harrison, 264
Conn. 829, 832–33, 826 A.2d 1102 (2003). ‘‘The burden
of proof for questions of authority is higher than that
for questions of propriety because the former questions
are more important. Lawsuits must be authorized not
only to ensure that the litigants fairly and vigorously
represent the party’s views . . . but also because, if
unauthorized lawsuits were allowed to proceed, future
rights of the named parties might be severely impaired.’’
(Citation omitted; internal quotation marks omitted.)
Golden Hill Paugussett Tribe of Indians v. Southbury,
231 Conn. 563, 572–73, 651 A.2d 1246 (1995).
In the present case, the defendants’ motion to dismiss
argued that the Church lacked standing because it could
not demonstrate that it was authorized to commence
the present action against the defendants. Specifically,
the defendants argued that no individual, including Don-
ald Fountain or James Fountain, had authorization from
the Church’s board of directors to bring the present
action in the name of the Church. The defendants’
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Fountain of Youth Church, Inc. v. Fountain

motion to dismiss therefore properly called into ques-
tion the jurisdiction of the trial court. In the face of
this challenge, the Church had the burden of convincing
the court that it was authorized to initiate this action.
See, e.g., Community Collaborative of Bridgeport, Inc.
v. Ganim, supra, 241 Conn. 554 (‘‘the party whose
authority is challenged has the burden of convincing
the court that the authority exists’’ (internal quotation
marks omitted)). We conclude that it failed to satisfy
that burden.
The defendants’ motion to dismiss and the affidavits
and evidence in support of it conclusively established
that the Church lacked the authority to sue the defen-
dants. In particular, Fountain averred that he was the
chairman of the board of the Church, that the board
never authorized any individual to bring the present
lawsuit, and that Donald Fountain and James Fountain
did not have the authority to bring the present action
in the name of the Church. Additionally, the defendants
submitted deposition testimony of Donald Fountain in
which he testified that he did not attend any meeting
about bringing the present action and that the defen-
dants’ counsel would have to talk to James Fountain
about that. Donald Fountain testified that James Foun-
tain, as vice president of the board, empowered him to
sign an affidavit in support of the application for a
temporary injunction but that he could not say whether
a meeting of the board was held or that a resolution
authorizing his conduct was made.
The defendants also submitted deposition testimony
of James Fountain. James Fountain testified that he did
not conduct any board meetings after the Church was
purportedly dissolved and that he was not aware of any
votes or minutes by the board that were taken in relation
to the Church after the purported dissolution. He also
testified that the board never took any vote in relation
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Fountain of Youth Church, Inc. v. Fountain

to instituting the present lawsuit. He did testify, how-
ever, that a meeting of members of the Church was
held on May 4, 2019.
The Church’s opposition to the motion to dismiss
failed to overcome the defendants’ evidence establish-
ing that no person was authorized to bring the present
action in the name of the Church. Although the Church
attached various affidavits and documents to its objec-
tion to the motion to dismiss, which aimed to show
that Fountain improperly dissolved the Church and sub-
sequently transferred property to the Cathedral, the
affidavits and other documents did not demonstrate
that the Church was authorized to commence the pres-
ent action against the defendants. Indeed, even if this
court assumes arguendo that the Church was improp-
erly dissolved by Fountain (as the Church contends and
the defendants dispute), the Church’s objection to the
motion to dismiss and the evidence submitted in sup-
port of that objection failed to demonstrate that any
individual, including James Fountain or Donald Foun-
tain, had the authority to maintain the present action
in the Church’s name. On the contrary, the Church’s
counsel conceded at argument on the motion to dismiss
before the trial court that ‘‘there is no specific written
authorization saying that James or Donald Fountain can
bring an action.’’ Counsel further conceded that there
was no statute or bylaw that gave James Fountain, as
the purported vice president of the board of directors,
the authority to sue in the name of the Church.
Although the Church now contends on appeal that
the May 4, 2019 document that it submitted (purporting
to be minutes of a meeting of members of the Church)
is evidence that the Church was authorized to bring
the present action against the defendants, the court
properly concluded that the document had significant
shortcomings and therefore was entitled to no weight.
Aside from the fact that the May 4, 2019 document
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Fountain of Youth Church, Inc. v. Fountain

does not specifically authorize the present lawsuit, the
Church also fails to explain why an unquantified num-
ber of members of the church, as opposed to a majority
of a quorum of the board of directors of the Church,
are legally empowered to authorize the Church to com-
mence a lawsuit. Furthermore, as the trial court noted,
the document states that the meeting was presided over
by James Fountain and Donald Fountain but records
no roll call, no number of members present, no identity
of a movant pressing a motion, and no identity of a
second to the motion. The document also purports to
be from a meeting that took place months after the
commencement of the present litigation with no indica-
tion that any purported business conducted that day
was to apply retroactively. What is more, James Foun-
tain testified at a deposition on October 17, 2019—
many months after the purported May 4, 2019 members
meeting took place—that no vote to initiate the present
action had been taken or recorded. This further called
into question the veracity of the document submitted
by the Church.
The Church argues that, to the extent this court does
not accept the May 4, 2019 document as evidence of
authorization to act, this court should conclude that
there is ample evidence that the Church’s remaining
officers and directors were authorized to commence
the present action on its behalf to recoup the moneys
and the property taken from it. The Church argues in
its appellate brief that a corporation acts through its
officers, suggesting that James Fountain, in his pur-
ported role as vice president, or Donald Fountain, as a
purported member of the deacon board, could authorize
the Church to commence the present action. While
there is no dispute that a corporation, in general, acts
through its officers and agents; see, e.g., Maharishi
School of Vedic Sciences, Inc. (Connecticut) v. Connect-
icut Constitution Associates Ltd. Partnership, 260
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Fountain of Youth Church, Inc. v. Fountain

Conn. 598, 606, 799 A.2d 1027 (2002); the Church failed
to demonstrate that James Fountain or Donald Fountain
was authorized to commence the present action in the
name of the Church. Indeed, ‘‘[a] corporation’s vice
president is generally held to have no authority merely
by virtue of the office to dispose of the corporation’s
property or to bind the corporation by notes or other
contracts.’’ 1 J. Cox & T. Hazen, Treatise on the Law
of Corporations (3d Ed. 2023) § 8:8; see also Hudson
United Bank v. Cinnamon Ridge Corp., 81 Conn. App.
557, 573, 845 A.2d 417 (2004) (‘‘[g]enerally, a corporate
vice president does not have the inherent authority to
bind the corporation to notes or to contracts’’). Most
courts agree that ‘‘a vice president does not have power
to act on behalf of the corporation in highly important
and unusual transactions in the absence of specific
authorization in the bylaws or a resolution of the board
of directors.’’ 1 J. Cox & T. Hazen, supra, § 8:8.
In a final attempt to establish standing, the Church
contends that this is a ‘‘novel scenario where the defen-
dant improperly dissolves a corporation, improperly
transfers moneys and property in connection with the
improper dissolution and then attempts to utilize that
improper dissolution against the plaintiff to argue that
because it was, in effect, dissolved by the defendants’
wrongful actions it no longer has the standing. Common
sense, equity and justice dictate that this cannot be
the case.’’
Although we acknowledge that the Church alleges
that there was some confusion following the dissolution
(or purported dissolution) of the Church, general pro-
nouncements that the Church has standing or that Don-
ald Fountain and James Fountain had the legal authority
to cause the Church to commence suit, without any
evidence in support of those pronouncements, are
insufficient to establish that the Church was authorized
to initiate the present lawsuit. Because the Church
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Fountain of Youth Church, Inc. v. Fountain

failed to satisfy its burden of convincing the court that
it was authorized to commence this action, we conclude
that the trial court properly granted the defendants’
motion to dismiss for lack of standing.
The judgment is affirmed.
In this opinion the other judges concurred.