Deutsche Bank AG v. Sebastian Holdings, Inc.

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Deutsche Bank AG v. Sebastian Holdings, Inc.

DEUTSCHE BANK AG v. SEBASTIAN
HOLDINGS, INC., ET AL.
(AC 47591)
Moll, Clark and Wilson, Js.

Syllabus

The defendants, the prevailing parties in the underlying action seeking to
enforce a foreign judgment against them, appealed from the trial court’s
judgment denying their motions for attorney’s fees. The defendants claimed
that the court improperly determined that the issue of whether they were
entitled to attorney’s fees was a procedural issue governed by Connecticut
law, which follows the American rule, pursuant to which each party is
responsible for its own attorney’s fees unless a statute or contract provides
otherwise, rather than a substantive issue governed by the law of the foreign
jurisdiction, which follows the English rule, pursuant to which a prevailing
party generally is entitled to its litigation expenses, including attorney’s
fees. Held:

The trial court properly denied the defendants’ motions for attorney’s fees
on the ground that their request for attorney’s fees was a procedural matter
governed by Connecticut law, as the defendants did not dispute that the
rule of the foreign jurisdiction allowing for the recovery of attorney’s fees
by a prevailing party was not specific to the cause of action at issue in this
case but applied generally to all civil actions.
Argued September 17—officially released November 11, 2025

Procedural History

Action seeking, inter alia, enforcement of a foreign
judgment, brought to the Superior Court in the judicial
district of Stamford-Norwalk and transferred to the
Complex Litigation Docket, where the case was tried
to the court, Hon. Charles T. Lee, judge trial referee;
judgment for the defendants, from which the plaintiff
appealed; thereafter, the defendants filed a motion for
attorney’s fees; subsequently, the Supreme Court
affirmed the trial court’s judgment, and the defendants
filed a second motion for attorney’s fees; thereafter,
the court, Hon. Charles T. Lee, judge trial referee,
denied the defendants’ motions for attorney’s fees, and
the defendants appealed to this court. Affirmed.
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Deutsche Bank AG v. Sebastian Holdings, Inc.

Dana M. Hrelic, with whom were Monte E. Frank
and Meagan A. Cauda, for the appellants (defendants).
David G. Januszewski, with whom were Thomas D.
Goldberg and, on the brief, Sheila C. Ramesh, pro hac
vice, Sesi V. Garimella, pro hac vice, and John W.
Cerreta, for the appellee (plaintiff).
Opinion

CLARK, J. The plaintiff, Deutsche Bank AG, brought
this action against the defendants, Sebastian Holdings,
Inc. (SHI), and Alexander Vik, seeking to enforce an
approximately $243 million foreign judgment (English
judgment) rendered against SHI by an English court
and to pierce the corporate veil of SHI in order to hold
Vik personally liable for that judgment. The trial court,
applying the substantive law of Turks and Caicos
Islands (TCI), rendered judgment in favor of the defen-
dants, and our Supreme Court affirmed that judgment.
See Deutsche Bank AG v. Sebastian Holdings, Inc., 346
Conn. 564, 604, 294 A.3d 1 (2023). Thereafter, the trial
court denied the defendants’ postjudgment motions
seeking approximately $11.5 million in prevailing party
attorney’s fees incurred in defense of this action, con-
cluding that the issue of attorney’s fees was a proce-
dural matter governed by Connecticut law, which does
not permit the recovery of such fees in this case. On
appeal, the defendants claim that the court erred in
denying their motions because the issue of whether
they are entitled to attorney’s fees is governed by TCI
law. We disagree and, accordingly, affirm the judgment
of the trial court.
The following facts and procedural history are rele-
vant to this appeal.1 SHI is a corporation organized
under the laws of TCI, and Vik is its sole shareholder
1
Our Supreme Court’s decision in Deutsche Bank AG v. Sebastian Hold-
ings, Inc., supra, 346 Conn. 564, sets forth a detailed factual and procedural
background concerning the events giving rise to this case.
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Deutsche Bank AG v. Sebastian Holdings, Inc.

and director. In November, 2006, the plaintiff and SHI
entered into a foreign exchange prime brokerage agree-
ment and related agreements, pursuant to which the
plaintiff acted as SHI’s prime broker and intermediary
in connection with SHI’s foreign currency trading activi-
ties. In and around October, 2008, SHI accumulated
substantial losses in connection with those activities.
In January, 2009, the plaintiff commenced an action
against SHI in the Queen’s Bench Division of the High
Court of Justice of England and Wales to collect
amounts owed as a result of unpaid margin calls. In
November, 2013, the English judgment was rendered
against SHI and in favor of the plaintiff. The following
month, the plaintiff commenced the present action
seeking a declaratory judgment to pierce SHI’s corpo-
rate veil and to hold Vik personally liable for the English
judgment as SHI’s alter ego and an order enforcing the
judgment against Vik pursuant to the Uniform Foreign
Money-Judgments Recognition Act, General Statutes
§ 50a-30 et seq. On September 7, 2021, after lengthy
pretrial, trial, and interlocutory appellate proceedings,2
the court, Hon. Charles T. Lee, judge trial referee,
applying TCI law, declined to pierce SHI’s corporate
veil and rendered judgment in favor of the defendants.
The plaintiff appealed from the judgment of the trial
court to this court, and our Supreme Court thereafter
transferred the appeal to itself pursuant to General Stat-
utes § 51-199 (c) and Practice Book § 65-1. See Deutsche
Bank AG v. Sebastian Holdings, Inc., supra, 346 Conn.
2
In August, 2015, the parties filed motions for summary judgment, with
the defendants claiming that res judicata barred the present action and the
plaintiff claiming that the findings underlying the English judgment operated
to collaterally estop Vik from denying he was the alter ego of SHI. See
Deutsche Bank AG v. Sebastian Holdings, Inc., 174 Conn. App. 573, 578,
166 A.3d 716 (2017), aff’d, 331 Conn. 379, 204 A.3d 664 (2019). The trial
court denied both motions; see id.; this court affirmed that judgment; see
id., 592; and our Supreme Court affirmed this court’s judgment in a per
curiam opinion. See Deutsche Bank AG v. Sebastian Holdings, Inc., 331
Conn. 379, 384, 204 A.3d 664 (2019).
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568 n.2. In that appeal, the plaintiff claimed, inter alia,
that the trial court had erred by applying TCI law to
its veil piercing claim, that either New York or Connecti-
cut law should have applied, and that, under either
state’s law, it would have prevailed on its veil piercing
claim. See id., 589.
On October 7, 2021, while the plaintiff’s appeal was
pending, the defendants filed a motion seeking approxi-
mately $10.5 million in attorney’s fees and costs. The
defendants argued that their entitlement to attorney’s
fees was governed by TCI law and that TCI law follows
the so-called ‘‘English rule,’’ pursuant to which a prevail-
ing party generally is entitled to its litigation expenses,
including attorney’s fees. See Fleming v. Garnett, 231
Conn. 77, 93 n.12, 646 A.2d 1308 (1994). The plaintiff
filed a memorandum in opposition to the defendants’
motion, arguing, inter alia, that, under Connecticut
choice of law rules, the issue of attorney’s fees was a
procedural matter governed by Connecticut law.3 The
plaintiff further argued that, because Connecticut fol-
lows the ‘‘American rule,’’ pursuant to which each party
is responsible for its own attorney’s fees unless a statute
or contract provides otherwise; see id., 93–94; the defen-
dants were not entitled to attorney’s fees as prevailing
parties. On February 9, 2022, the parties entered into
a stipulation, which was subsequently entered as a court
3
The plaintiff also contended that the defendants had waived any claim
for attorney’s fees by not raising it prior to trial and that, even if the issue
of attorney’s fees was a matter of substantive law, the principle of depecage,
pursuant to which ‘‘different issues in a single case . . . may be decided
according to the substantive law of different states’’; (internal quotation
marks omitted) Reichhold Chemicals, Inc. v. Hartford Accident & Indem-
nity Co., 252 Conn. 774, 783 n.5, 750 A.2d 1051 (2000); required the applica-
tion of Connecticut law to the defendants’ claim for attorney’s fees. The
trial court did not address those contentions because it concluded that,
under Connecticut choice of law rules, the defendants’ claim for attorney’s
fees was procedural. Because the plaintiff has not raised either claim as
an alternative ground for affirmance, we do not address those issues in
this opinion.
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Deutsche Bank AG v. Sebastian Holdings, Inc.

order, staying the defendants’ motion pending resolu-
tion of the plaintiff’s appeal.
On May 30, 2023, our Supreme Court issued an opin-
ion affirming the trial court’s judgment in favor of the
defendants. See Deutsche Bank AG v. Sebastian Hold-
ings, Inc., supra, 346 Conn. 567, 604. The court declined
to resolve the issue of whether the trial court had prop-
erly concluded that TCI law governed the plaintiff’s veil
piercing claim. The court concluded, rather, that ‘‘the
trial court’s factual findings foreclose [the plaintiff’s]
claim under New York, Connecticut, and TCI law, and,
therefore, any error in the trial court’s choice of law
analysis or application of TCI law was harmless.’’4
Id., 592.
On June 28, 2023, the defendants filed a second
motion for an award of attorney’s fees, seeking an addi-
tional award of approximately $1 million for fees
incurred in postjudgment proceedings, bringing the
total amount sought to approximately $11.5 million. The
court, Hon. Charles T. Lee, judge trial referee, heard
oral argument on the defendants’ motions for attorney’s
fees on December 19, 2023.
On April 4, 2024, the court issued a memorandum of
decision in which it concluded that the defendants were
not entitled to attorney’s fees. The court first explained
that ‘‘[t]he ordinary rule is that where a cause of action
arising in another state is asserted in our courts, we
look to the laws of that state to determine all matters
of substance involved in it, but that matters of proce-
dure are governed by our own law . . . .’’ (Internal
quotation marks omitted.) In addressing whether the
defendants’ claim for attorney’s fees was a matter of
In the present appeal, the plaintiff does not claim, as an alternative basis
4

for affirmance, that Connecticut law governs the substantive issues in the
case. Accordingly, we assume for purposes of this appeal that TCI law
governs the substantive issues in the case.
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Deutsche Bank AG v. Sebastian Holdings, Inc.

substance or procedure, the court relied on Paine Web-
ber Jackson & Curtis, Inc. v. Winters, 22 Conn. App.
640, 579 A.2d 545, cert. denied, 216 Conn. 820, 581 A.2d
1055 (1990) (Paine Webber), in which this court con-
cluded that our offer of compromise statute, General
Statutes (Rev. to 1989) § 52-192a; see footnote 6 of this
opinion; was a matter of procedure governed by Con-
necticut law. The court construed Paine Webber to
stand for the principle ‘‘that a procedural issue does
not involve an evaluation or inquiry into the merits of
the case but rather deals with the enforcement of the
remedy or provision of redress . . . .’’ Applying that
principle to the defendants’ claim for attorney’s fees,
the court determined that ‘‘the requests for fees can
be ruled upon without examination of the substantive
decision regarding piercing the corporate veil because
[the requests] do not relate to the merits of the case,
but to the means of enforcing the litigants’ rights and
obtaining redress. As a result, a Connecticut court will
regard this request for attorney’s fees and costs to be
procedural.’’ Because Connecticut follows the Ameri-
can rule and the defendants did not rely on any statute
or contractual provision that would alter that rule, the
court denied the defendants’ motions. This appeal fol-
lowed.
On appeal, the defendants claim that the court erred
in denying their motions for attorney’s fees. The defen-
dants do not dispute that, under a choice of law analysis,
our courts apply Connecticut law to procedural issues
even when the substantive law of another jurisdiction
applies to the cause of action. The defendants argue,
however, that their request for attorney’s fees is a sub-
stantive matter that is governed by the law of TCI. The
plaintiff contends that the court properly concluded
that a request for attorney’s fees is a procedural matter
governed by Connecticut law. We agree with the plain-
tiff.
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The following standard of review and legal principles
govern the plaintiff’s claim. ‘‘It is well settled that
[c]hoice of law questions are subject to de novo review.’’
(Internal quotation marks omitted.) Gershon v. Back,
346 Conn. 181, 194, 288 A.3d 602 (2023). We apply Con-
necticut’s choice of law rules to determine which juris-
diction’s law governs the defendants’ request for attor-
ney’s fees. See Reclaimant Corp. v. Deutsch, 332 Conn.
590, 599, 211 A.3d 976 (2019) (‘‘[i]n determining the
governing law, a forum applies its own [conflict of laws]
rules’’ (internal quotation marks omitted)). ‘‘The ordi-
nary rule is that where a cause of action arising in
another [jurisdiction] is asserted in our courts, we look
to the laws of that [jurisdiction] to determine all matters
of substance involved in it, but that matters of proce-
dure are governed by our own law . . . .’’ (Internal
quotation marks omitted.) Gershon v. Back, 201 Conn.
App. 225, 250, 242 A.3d 481 (2020), aff’d, 346 Conn. 181,
288 A.3d 602 (2023). Our Supreme Court, citing the
Restatement (Second) of Conflict of Laws, explained
the rationale of this rule as follows: ‘‘ ‘[T]he forum has
compelling reasons for applying its own rules’ to proce-
dural issues, even if the substantive law of another
jurisdiction applies, because, ‘in matters of judicial
administration, it would often be disruptive or difficult
for the forum to apply the local rules of another state.
The difficulties involved in doing so would not be repaid
by a furtherance of the values that the application of
another state’s local law is designed to promote.’ . . .
Additionally, ‘[p]arties do not usually give thought to
matters of judicial administration before they enter into
legal transactions,’ and, therefore, ‘the parties have no
expectations as to such eventualities, and there is no
danger of unfairly disappointing their hopes by applying
the forum’s rules in such matters.’ . . . Even if the
application of the forum’s procedural rule would alter
the outcome of a case, ‘the forum will usually apply
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Deutsche Bank AG v. Sebastian Holdings, Inc.

its own rule if the issue primarily concerns judicial
administration.’ ’’ (Citations omitted.) Reclaimant
Corp. v. Deutsch, supra, 604, quoting 1 Restatement
(Second), Conflict of Laws § 122, comment (a), pp.
350–51 (1971).
‘‘The distinction between procedural and substantive
laws is well settled. Procedural statutes have been tradi-
tionally viewed as affecting remedies, not substantive
rights, and therefore leave the preexisting scheme
intact. . . . While there is no precise definition of
either [substantive or procedural law], it is generally
agreed that a substantive law creates, defines and regu-
lates rights while a procedural law prescribes the meth-
ods of enforcing such rights or obtaining redress.’’
(Internal quotation marks omitted.) Weber v. U.S. Ster-
ling Securities, Inc., 282 Conn. 722, 738–39, 924 A.2d
816 (2007). ‘‘Where the [law at issue] is not substantive,
i.e., not directed to the right itself, but rather to the remedy,
it is generally considered a distinctly procedural mat-
ter.’’ (Internal quotation marks omitted.) Gershon v.
Back, supra, 201 Conn. App. 250.
The issue before us—namely, whether the availability
of attorney’s fees is a procedural or substantive issue
for choice of law purposes—is an issue of first impres-
sion in this state, and the parties agree that this court’s
decision in Paine Webber provides the proper frame-
work for deciding that issue.5 We therefore begin our
analysis with a discussion of that case.
5
The defendants’ principal appellate brief does not address the applicabil-
ity of Paine Webber but, instead, relies primarily on our Supreme Court’s
decision in Gershon v. Back, supra, 346 Conn. 181, a number of Superior
Court decisions, and precedent from other jurisdictions. In their reply brief,
responding to the plaintiff’s contention that the trial court properly applied
Paine Webber in concluding that the issue of attorney’s fees was a procedural
issue, the defendants argued that the plaintiff’s reliance on that case was
‘‘misplaced’’ and that, in any event, Paine Webber actually supports the
defendants’ position. At oral argument, however, the defendants argued that
Paine Webber provides a ‘‘clear template’’ for this court to follow and stated
definitively that they were asking us to apply the framework set forth in
Paine Webber in deciding this case.
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In Paine Webber, this court addressed whether Gen-
eral Statutes (Rev. to 1989) § 52-192a,6 which provides
a prevailing party the right to an award of interest on
a judgment that exceeds its pretrial offer of compromise
(offer of compromise interest), was procedural or sub-
stantive for choice of law purposes. See Paine Webber
Jackson & Curtis, Inc. v. Winters, supra, 22 Conn. App.
648–49. After the plaintiff prevailed on its breach of
contract claim, the trial court concluded that § 52-192a
did not apply because New York law, which governed
the plaintiff’s breach of contract claim, did not permit
recovery of such interest under the circumstances. Id.,
649–50. The plaintiff appealed, arguing that, under Con-
6
At the time this court decided Paine Webber, General Statutes (Rev. to
1989) § 52-192a provided in relevant part: ‘‘(a) After commencement of any
civil action based upon contract or for the recovery of money only, the
plaintiff may before trial file with the clerk of the court a written ‘offer of
judgment’ signed by him or his attorney, directed to the defendant or his
attorney, offering to settle the claim underlying the action and to stipulate
to a judgment for a sum certain. . . . If the ‘offer of judgment’ is not accepted
within thirty days, the ‘offer of judgment’ shall be considered rejected and
not subject to acceptance unless refiled. . . .
‘‘(b) After trial the court shall examine the record to determine whether
the plaintiff made an ‘offer of judgment’ which the defendant failed to accept.
If the court ascertains from the record that the plaintiff has recovered an
amount equal to or greater than the sum certain stated in his ‘offer of
judgment,’ the court shall add to the amount so recovered twelve per cent
annual interest on said amount, computed from the date . . . the complaint
in the civil action was filed with the court if the ‘offer of judgment’ was
filed not later than eighteen months from the filing of such complaint. . . .
The court may award reasonable attorney’s fees in an amount not to exceed
three hundred fifty dollars, and shall render judgment accordingly. This
section shall not be interpreted to abrogate the contractual rights of any
party concerning the recovery of attorney’s fees in accordance with the
provisions of any written contract between the parties to the action.’’
The statute has been amended several times since Paine Webber was
decided, including to refer to an offer made under the statute as an ‘‘offer
of compromise’’ as opposed to an ‘‘offer of judgment.’’ See Public Acts 2005,
No. 05-275, § 4. Although the current revision of the statute outlines the
same basic procedures, due to the extent of the revisions in the statutory
text, we refer to the revision of the statute in effect at the time the case
was decided. Accordingly, hereinafter, all references to § 52-192a in this
opinion are to the 1989 revision of the statute.
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Deutsche Bank AG v. Sebastian Holdings, Inc.

necticut choice of law rules, § 52-192a is a procedural
rule that should apply notwithstanding that New York
law governed the substantive issues in the case. Id., 649.
On appeal, this court reversed the judgment of the
trial court, concluding that § 52-192a is a procedural
rule that applies even though New York law governed
the plaintiff’s cause of action because the determination
of whether to award offer of compromise interest has
no connection with the substantive law governing the
underlying claims. See id., 655–56. As we explained, the
ultimate question in assessing whether § 52-192a was
procedural or substantive for choice of law purposes
was ‘‘whether an award of interest following a rejected
offer of judgment requires a determination of the sub-
stantive issues of a case.’’ Id., 653. Analyzing that ques-
tion, we concluded that § 52-192a is not substantive
because its application ‘‘does not depend on an analysis
of the underlying circumstances of the case or a deter-
mination of the facts’’ but, instead, is based only on
whether the prevailing party recovered more than the
amount included in the offer of compromise. Id. We
explained that ‘‘[a]n award of interest pursuant to § 52-
192a is independent of the judgment, can be calculated
only after judgment has been rendered . . . is awarded
upon a posttrial motion . . . [and] is unrelated to the
underlying debt.’’ Id., 653–54.
We contrasted § 52-192a with our prejudgment inter-
est statute, General Statutes § 37-3a, which provides
that ‘‘interest at the rate of ten per cent a year, and no
more, may be recovered and allowed in civil actions
. . . as damages for the detention of money after it
becomes payable.’’7 (Emphasis added.) We explained
7
Although § 37-3a has been amended by the legislature since Paine Webber
was decided; see, e.g., Public Acts 2003, No. 03-266; those amendments are
immaterial to this appeal. Accordingly, we refer to the current revision of
the statute.
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Deutsche Bank AG v. Sebastian Holdings, Inc.

that § 37-3a is substantive because it ‘‘requires an analy-
sis of the merits of the underlying claim.’’ Paine Webber
Jackson & Curtis, Inc. v. Winters, supra, 22 Conn. App.
651–52. Specifically, § 37-3a ‘‘allows the court, in its
discretion, to award prejudgment interest for the
wrongful retention of money.’’ (Emphasis added.) Id.,
652; see also Crosskey Architects, LLC v. POKO Part-
ners, LLC, 192 Conn. App. 378, 400, 218 A.3d 133 (2019)
(‘‘[u]nder § 37-3a, an allowance of prejudgment interest
turns on whether the detention of the money is or is not
wrongful under the circumstances’’ (internal quotation
marks omitted)). ‘‘To award § 37-3a interest, two com-
ponents must be present. First, the claim to which the
prejudgment interest attaches must be a claim for a
liquidated sum of money wrongfully withheld and, sec-
ond, the trier of fact must find, in its discretion, that
equitable considerations warrant the payment of inter-
est.’’ (Internal quotation marks omitted.) Crosskey
Architects, LLC v. POKO Partners, LLC, supra, 401.
Because an award of prejudgment interest requires a
determination that the losing party wrongfully withheld
a liquidated sum after it became payable and that equity
warrants payment of interest, § 37-3a necessarily
requires an inquiry into the substantive issues in the
case. Moreover, because ‘‘[i]nterest awarded pursuant
to . . . § 37-3a constitutes an element of the damages
awarded’’; Paine Webber Jackson & Curtis, Inc. v. Win-
ters, supra, 652; an award of such interest is not indepen-
dent of the judgment but, rather, forms part of the
damages awarded when there is a finding that the defen-
dant wrongfully withheld money after it became pay-
able.
In the present case, the issue of prevailing party attor-
ney’s fees is similar to offer of compromise interest
pursuant to § 52-192a in that a determination of the
defendants’ entitlement to such fees is unrelated to the
substantive law governing the plaintiff’s veil piercing
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claim. First, the defendants do not dispute that the TCI
rule allowing for the recovery of attorney’s fees by a
prevailing party is not specific to the cause of action
at issue in this case but applies generally to all civil
actions.8 Moreover, unlike prejudgment interest
awarded pursuant to § 37-3a, an award of prevailing
party attorney’s fees does not require a substantive
examination of the claims and defenses or a finding
that the losing party acted wrongfully in connection
with the events underlying the cause of action. Rather,
like offer of compromise interest under § 52-192a, pre-
vailing party attorney’s fees are awarded based on the
outcome of the litigation and are solely related to the
conduct of the litigation, not to the facts or substantive
law underlying the claims. In addition, unlike prejudg-
ment interest under § 37-3a, an award of attorney’s fees
is not part of the damages awarded on the underlying
claims, but ‘‘is independent of the judgment, can be
calculated only after judgment has been rendered . . .
is awarded upon a posttrial motion . . . [and] is unre-
lated to the underlying debt.’’ Paine Webber Jackson &
Curtis, Inc. v. Winters, supra, 22 Conn. App. 653–54.
In other words, the general rule under TCI law that a
prevailing party is entitled to attorney’s fees does not
relate to the underlying right on which the cause of
action is based but, rather, relates to ‘‘the methods of
8
We note that the parties’ appellate briefs do not provide much detail
about the contours of TCI law concerning the availability of attorney’s fees.
In the trial court, in connection with their initial motion for attorney’s fees,
the defendants submitted an affidavit from a TCI attorney explaining general
principles of TCI law regarding the availability of attorney’s fees, attached
to which were certain ordinances and rules regarding the assessment of costs
and fees. As the plaintiff notes, the general rules regarding the assessment
of costs and fees are contained within the TCI Civil Procedure Ordinance
and appear to apply to all civil proceedings. See Civil Procedure Ordinance,
2021, c. 4.01, § 61 (Turks & Caicos Is.) (‘‘[i]n every action or matter all costs
shall be taxed by the Registrar subject to the review of such taxation by a
judge’’); Civil Procedure Ordinance, 2021, c. 4.01, § 2 (1) (Turks & Caicos
Is.) (defining ‘‘ ‘action’ ’’ to mean ‘‘a civil proceeding commenced by an
application for process’’).
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Deutsche Bank AG v. Sebastian Holdings, Inc.

enforcing such rights or obtaining redress.’’ (Internal
quotation marks omitted.) Weber v. U.S. Sterling Secu-
rities, Inc., supra, 282 Conn. 739. As the trial court
concluded, a request for attorney’s fees ‘‘can be ruled
upon without examination of the substantive decision
regarding piercing the corporate veil because [the
request does] not relate to the merits of the case, but to
the means of enforcing the litigants’ rights and obtaining
redress.’’

The defendants argue that, because ‘‘[a] party cannot
receive prevailing party attorney’s fees unless and until
they have prevailed upon the merits of the underlying
claims,’’ an award of such fees is not independent of
the judgment but ‘‘is clearly wholly dependent on the
merits of the underlying claim.’’ (Emphasis in original.)
This argument misconstrues our analysis in Paine Web-
ber. In that case, our conclusion that offer of compro-
mise interest under § 52-192a was ‘‘independent of the
judgment’’; Paine Webber Jackson & Curtis, Inc. v.
Winters, supra, 22 Conn. App. 653; did not mean that
the outcome of the case on the merits was irrelevant
to such an award. Indeed, as we recognized, § 52-192a
expressly requires the court to ‘‘examine the record
after trial’’ to determine whether ‘‘the plaintiff’s recov-
ery exceeds the rejected offer of judgment found in the
record . . . .’’ Id. Rather, we concluded that an award
of offer of compromise interest was independent of
the judgment because, unlike with prejudgment interest
under § 37-3a, an award under § 52-192a does not
require an examination of the substantive legal and
factual issues in the case and is unrelated to the underly-
ing debt, instead only requiring the court to review the
judgment to determine whether the prevailing party
recovered more than its offer of compromise. Thus, the
fact that an award of attorney’s fees under TCI law is
available only after a party prevails on the merits of a
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claim makes such fees similar to, and not distinguish-
able from, offer of compromise interest awarded pursu-
ant to § 52-192a.
As indicated in footnote 5 of this opinion, in their
principal appellate brief, the defendants relied on, inter
alia, our Supreme Court’s decision in Gershon v. Back,
supra, 346 Conn. 181, which applied the test set forth
in the commentary to § 122 of the Restatement (Second)
of Conflict of Laws for ‘‘rules that ‘fall into a gray area
between issues relating primarily to judicial administra-
tion and those concerned primarily with the rights and
liabilities of the parties .’ . . .’’ Id., 196, quoting 1
Restatement (Second), supra, § 122, comment (a), p.
351. During oral argument, however, the defendants
agreed that Paine Webber sets forth the proper frame-
work for deciding this case. Nevertheless, although we
do not believe that generally applicable rules governing
the availability of attorney’s fees fall in the ‘‘ ‘gray area’ ’’
identified in Gershon; Gershon v. Back, supra, 196;
because this is an issue of first impression and both
parties addressed the analysis in Gershon in their briefs,
we likewise apply that analysis to the defendants’ claim.
We conclude that the analysis in Gershon provides fur-
ther support for our conclusion that the availability
of attorney’s fees is a procedural matter governed by
Connecticut law.
In Gershon, the Supreme Court addressed whether
New York’s plenary action rule, pursuant to which a
separation agreement generally survives a later judg-
ment of divorce and cannot be opened, modified, or
vacated by way of a motion to modify the divorce decree
but, instead, must be challenged in a separate plenary
action, was procedural or substantive for choice of law
purposes. See id., 196–98. The plaintiff in that case
sought to open and set aside a judgment of divorce that
had been entered in New York and that ‘‘incorporated
[a] separation agreement by reference but provided that
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Deutsche Bank AG v. Sebastian Holdings, Inc.

the separation agreement ‘shall survive and shall not
be merged in [the divorce] judgment . . . .’ ’’ Id., 186.
After reviewing the general principles concerning the
line between procedural and substantive rules, the
court noted that, for ‘‘rules that ‘fall into a gray area
between issues relating primarily to judicial administra-
tion and those concerned primarily with the rights and
liabilities of the parties,’ ’’ § 122 of the Restatement
(Second) of Conflict of Laws ‘‘instructs courts to con-
sider the following factors: (1) ‘whether the issue is
one to which the parties are likely to have given thought
in the course of entering into the transaction’; (2)
‘whether the issue is one [the] resolution [of which]
would be likely to affect the ultimate result of the case’;
(3) ‘whether the precedents have tended consistently
to classify the issue as ‘‘procedural’’ or ‘‘substantive’’
for [choice of law] purposes’; and (4) ‘whether an effort
to apply the rules of the judicial administration of
another state would impose an undue burden [on] the
forum.’ ’’ Id., 196, quoting 1 Restatement (Second),
supra, § 122, comment (a), pp. 351–52.
Applying those factors, the court concluded that
‘‘New York’s plenary action rule is so interwoven with
the plaintiff’s cause of action as to be deemed substan-
tive.’’ Gershon v. Back, supra, 346 Conn. 200. The court
found especially convincing the fact that the separation
agreement in that case ‘‘adopted in plain and forceful
terms the very essence of New York’s plenary action
rule’’; id.; which was ‘‘a weighty reason for applying
that law rather than the local law of the forum . . . .’’
(Internal quotation marks omitted.) Id., 201. The court
further observed that application of the plenary action
rule would ‘‘affect the ultimate substantive outcome of
[the] case because . . . the parties [had] contractual
rights that . . . [could not] be undone by modifying
the judgment of dissolution.’’ (Internal quotation marks
omitted.) Id. Lastly, the court noted that there was ‘‘no
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Deutsche Bank AG v. Sebastian Holdings, Inc.

settled precedent classifying New York’s plenary action
rule as procedural or substantive for choice of law
purposes’’; id.; and that requiring the plaintiff to chal-
lenge the separation agreement in a separate action
would not pose an undue burden on the courts of our
state because ‘‘Connecticut courts have recognized that
separation agreements are contracts that may be liti-
gated independently of the divorce judgment in a civil
contract action.’’ Id., 202.
The Supreme Court’s reasoning in Gershon supports
our conclusion that the availability of attorney’s fees
is a procedural matter governed by Connecticut law.
First, unlike in Gershon, there is nothing in the record
indicating that, when the plaintiff and SHI entered into
the prime brokerage agreement, the parties considered
the issue of which jurisdiction’s laws regarding recovery
of attorney’s fees would govern in the event that the
plaintiff sought to pierce SHI’s corporate veil to hold
Vik liable for SHI’s debts.9 Second, and also unlike in
Gershon, a decision regarding the defendants’ motions
for attorney’s fees is unrelated to, and has no impact
on, the merits of the plaintiff’s veil piercing claims.10
9
As the plaintiff notes, the agreement governing the relationship between
the plaintiff and SHI contains various provisions concerning both the law
applicable to certain issues and indemnification for expenses and attorney’s
fees incurred as a result of a default under the agreement. Given that the
parties expressly addressed related issues in the agreement, it is reasonable
to infer that they did not consider the issue of which jurisdiction’s law
governing an award of attorney’s fees would apply in a veil piercing action
by the plaintiff against Vik. See 1 Restatement (Second), supra, § 122, com-
ment (a), p. 351 (‘‘[p]arties . . . do not usually place reliance on the applica-
bility of the rules of a particular state to issues that would arise only if
litigation should become necessary’’).
10
Although the defendants argue that this factor weighs in their favor
because ‘‘the issue of attorney’s fees is entirely dependent and reliant on
the merits of the underlying claims,’’ that argument flips the second Gershon
factor on its head. The question is not whether the defendants’ request for
attorney’s fees depends on the outcome of the underlying claims, but whether
‘‘resolution [of the claim for attorney’s fees] would be likely to affect the
ultimate result of the case.’’ (Internal quotation marks omitted.) Gershon
v. Back, supra, 346 Conn. 196. Because a request for prevailing party attor-
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Third, although both parties point us to state and federal
decisions11 that they claim support their respective posi-
tions, indicating that there is a split of authority on the
issue, our review of the cases cited by the parties and
our own independent research support the plaintiff’s
contention that the weight of authority from other juris-
dictions that have addressed the issue have concluded
that generally applicable rules regarding an award of
prevailing party attorney’s fees is a procedural matter.12
ney’s fees cannot be adjudicated until after judgment on the merits has
entered in the requesting party’s favor, such a request could have no bearing
on the ultimate result of the case.
11
As the plaintiff argues, some of the federal cases that addressed the
issue did so in the context of deciding whether the availability of attorney’s
fees was procedural or substantive for purposes of the doctrine set forth
in Erie Railroad Co. v. Tompkins, 304 U.S. 64, 58 S. Ct. 817, 82 L. Ed. 1188
(1938) (Erie), which provides that federal courts sitting in diversity apply
state substantive law but federal procedural law. As we recognized in Paine
Webber, whether a rule is substantive or procedural under the Erie doctrine
is a distinct inquiry from a state choice of law analysis, as ‘‘the [United
States] Supreme Court has held that [some] matters normally regarded as
procedural are substantive for the purposes of Erie cases.’’ (Internal quota-
tion marks omitted.) Paine Webber Jackson & Curtis, Inc. v. Winters, supra,
22 Conn. App. 655; see also Sun Oil Co. v. Wortman, 486 U.S. 717, 726, 108
S. Ct. 2117, 100 L. Ed. 2d 743 (1988) (rejecting ‘‘the notion that there is an
equivalence between what is substantive under the Erie doctrine and what
is substantive for purposes of conflict of laws’’). When a federal court
concludes that the availability of attorney’s fees is substantive for Erie
purposes, that conclusion only means that the court will apply state law,
as opposed to federal law, to the issue; it does not resolve the conflict of
law issue here, namely, which state’s law governs that issue. See Alaska
Rent-A-Car, Inc. v. Avis Budget Group, Inc., 738 F.3d 960, 973 (9th Cir.)
(‘‘[t]hough federal law establishes that attorney’s fees law is substantive for
Erie purposes, it is not necessarily substantive for choice of law purposes’’),
cert. denied, 571 U.S. 1024, 134 S. Ct. 644, 187 L. Ed. 2d 420 (2013). Indeed,
some federal courts have concluded that the availability of attorney’s fees
is substantive for Erie purposes, meaning that the issue is governed by state
law, but procedural for state choice of law purposes, meaning that the law of
the forum state applies. See, e.g., id., 973–74 (concluding that rule regarding
availability of attorney’s fees was substantive for Erie purposes, and there-
fore governed by state law, but procedural under Alaska choice of law rules).
12
We also note that several of the cases cited by the defendants are
distinguishable because they addressed statutes providing for the recovery
of attorney’s fees in the context of a specific statutory cause of action. See,
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Deutsche Bank AG v. Sebastian Holdings, Inc.

Lastly, although the task of calculating and awarding
attorney’s fees is a familiar one that, as a general matter,
is not unduly burdensome, we are not persuaded that
this one factor is sufficient to support a conclusion that
the availability of attorney’s fees is a substantive issue.
Rather, given the complete lack of connection between
that issue and the underlying substantive law governing
the plaintiff’s veil piercing claim, we conclude that TCI’s
fee shifting rule is not ‘‘so interwoven with the plaintiff’s
cause of action as to be deemed substantive.’’ Gershon
v. Back, supra, 346 Conn. 200.
e.g., Shisler v. Sanfer Sports Cars, Inc., 167 Cal. App. 4th 1, 11, 83 Cal. Rptr.
3d 771 (2008) (Florida unfair trade practices statute providing for prevailing
party attorney’s fees was substantive); BMW of North America, LLC v.
Henry, 336 So. 3d 1255, 1258 (Fla. App. 2022) (awarding attorney’s fees
under federal consumer protection statute that contains fee shifting provi-
sion because ‘‘the Florida Supreme Court has determined that a statutory
right to attorney’s fees constitutes a substantive right’’ (emphasis added;
internal quotation marks omitted)); L. Ross, Inc. v. R.W. Roberts Construc-
tion Co., 466 So. 2d 1096, 1098 (Fla. App. 1985) (statutory amendment
providing for recovery of attorney’s fees for insureds who recover judgments
against insurers was substantive because ‘‘[s]tatutes . . . which create a
new right to attorney’s fees [create] a substantive right in favor of a limited
class of potential plaintiffs (insureds) and a substantive burden or obligation
upon a limited class of potential defendants (insurers)’’ (emphasis added;
footnote omitted)).
We acknowledge the possibility that, where a statutory provision allows
for the recovery of attorney’s fees for a specific statutory cause of action,
that provision may be ‘‘so inseparable from the cause of action that it must
be enforced to preserve the integrity and character of the cause [of action]
. . . .’’ (Internal quotation marks omitted.) Thomas Iron Co. v. Ensign-
Bickford Co., 131 Conn. 665, 669, 42 A.2d 145 (1945); see, e.g., Reclaimant
Corp. v. Deutsch, supra, 332 Conn. 605 (where right did not exist at common
law but is created by statute, limitation period ‘‘is properly characterized
as substantive because the period of repose is so integral a part of the cause
of action as to warrant saying that it qualifie[s] the right’’ (internal quotation
marks omitted)). As the defendants acknowledge, however, the TCI fee
shifting rule at issue is one of general applicability that applies irrespective
of the nature of the cause of action asserted in the litigation. For the reasons
explained previously in this opinion, such rules of general applicability are
procedural because they are not closely related to the underlying right but,
rather, concern ‘‘the methods of enforcing such rights or obtaining redress.’’
(Internal quotation marks omitted.) Weber v. U.S. Sterling Securities, Inc.,
supra, 282 Conn. 739.
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Finally, we are not persuaded by the defendants’ argu-
ment that failing to apply TCI’s fee shifting rule in the
present case would be inequitable or encourage forum
shopping. Specifically, the defendants argue that,
because the plaintiff was awarded its attorney’s fees
after the English judgment was rendered in its favor,
‘‘[the plaintiff’s] attempt to enforce that very same judg-
ment against Vik should, as a matter of equity, be subject
to the very same fee shifting principles’’ and that the
failure to do so would encourage ‘‘international forum
shopping.’’ As our Supreme Court has recognized, how-
ever, the American rule ‘‘is well entrenched in our juris-
prudence’’; Doe v. State, 216 Conn. 85, 106, 579 A.2d 37
(1990); and, as a general matter, ‘‘it is the prerogative
of the legislature, not the courts, to determine the cir-
cumstances under which an award of attorneys’ fees
to the prevailing party will be authorized.’’ Id., 111;
see also id. (rejecting claim that court should award
attorney’s fees as matter of equity). Moreover, as the
plaintiff argues, the defendants were ordered to pay
the plaintiff’s attorney’s fees in connection with the
English judgment because that proceeding was gov-
erned by English procedural rules. The defendants do
not cite any authority for the proposition that we should
abandon our choice of law rules and refuse to apply
well settled Connecticut procedural law solely because
a foreign jurisdiction, applying that jurisdiction’s own
procedural rules, ordered the defendants to pay attor-
ney’s fees in an entirely separate proceeding.13
For the foregoing reasons, we conclude that the trial
court properly determined that the adjudication of the
13
With respect to the defendants’ contention that failing to apply TCI law
to their claim for attorney’s fees will encourage forum shopping, we simply
note that Vik resides in Connecticut and ran SHI out of an office attached
to his Connecticut residence. Given that the plaintiff brought this action in
the state in which Vik resides and where the events at issue took place, we
see no risk that our decision to apply well settled Connecticut procedural law
concerning the availability of attorney’s fees will encourage forum shopping.
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defendants’ motions for attorney’s fees was a proce-
dural matter governed by Connecticut law and, there-
fore, that the court properly denied the defendants’
motions.
The judgment is affirmed.
In this opinion the other judges concurred.