Deutsche Bank AG v. Vik

************************************************ The “officially released” date that appears near the beginning of an opinion is the date the opinion will be published in the Connecticut Law Journal or the date it is released as a slip opinion. The operative date for the beginning of all time periods for the filing of postopinion motions and petitions for certification is the “officially released” date appearing in the opinion. All opinions are subject to modification and technical correction prior to official publication in the Connecti- cut Law Journal and subsequently in the Connecticut Reports or Connecticut Appellate Reports. In the event of discrepancies between the advance release version of an opinion and the version appearing in the Connecticut Law Journal and subsequently in the Connecticut Reports or Connecticut Appellate Reports, the latest version is to be considered authoritative. The syllabus and procedural history accompanying an opinion that appear in the Connecticut Law Journal and subsequently in the Connecticut Reports or Connecticut Appellate Reports are copyrighted by the Secretary of the State, State of Connecticut, and may not be reproduced or distributed without the express written permission of the Commission on Official Legal Publications, Judicial Branch, State of Connecticut. ************************************************  Deutsche Bank AG v. Vik DEUTSCHE BANK AG v. CAROLINE VIK ET AL. (AC 48622) Elgo, Clark and Wilson, Js. Syllabus The plaintiff bank appealed from the trial court’s judgment granting the motion for summary judgment filed by the defendants, A and C, on the plaintiff’s complaint alleging, inter alia, tortious interference with business expectancy. The plaintiff claimed, inter alia, that the court improperly deter- mined that the doctrine of res judicata barred the plaintiff’s claims. Held: The trial court erred in granting the defendants’ motion for summary judg- ment as to C on the ground that that the plaintiff’s complaint was barred by the doctrine of res judicata, as the defendants waived that defense because they did not plead the special defense with respect to C before the court and expressly indicated that they were not asserting such a defense on her behalf, and the court erred in its conclusion that C was in privity with A for res judicata purposes. The trial court improperly concluded that no genuine issue of material fact existed as to whether res judicata barred the plaintiff’s claims with respect to A, as the court improperly concluded that the present case involved the same underlying claims as a previous action for res judicata purposes and that the plaintiff had a full and fair opportunity to fully litigate the claims advanced in the present action in the previous action. This court concluded that the trial court improperly determined that the doctrine of res judicata barred the plaintiff’s claims of tortious interference with business expectancy and violations of the Connecticut Unfair Trade Practices Act (§ 42-110a et seq.), as the public policy goals of the doctrine were outweighed by the plaintiff’s interest in the vindication of a just claim. The trial court improperly concluded that the doctrine of collateral estoppel applied to the issues in present action, as the present action was predicated on different conduct regarding a different transaction than the transactions at issue in the previous action, the court’s adjudication of the issue in the previous action was not necessary to the judgment in that action, and the requisite identity of issues between the previous action and the present action necessary to advance a collateral estoppel defense was lacking. Argued March 16—officially released July 21, 2026 Procedural History Action to recover damages for, inter alia, tortious interference with business expectancy, and for other relief, brought to the Superior Court in the judicial dis- trict of Stamford-Norwalk, where the court, Ozalis, J.,  Deutsche Bank AG v. Vik granted the defendants’ motion for summary judgment and rendered judgment thereon, from which the plaintiff appealed to this court. Reversed; further proceedings. David G. Januszewski, with whom were Thomas Gold- berg, and, on the brief, Sheila C. Ramesh, pro hac vice, Sesi V. Garimella, pro hac vice, John W. Cerreta, and Kayla M. Sinko, for the appellant (plaintiff). Monte E. Frank, with whom were Dana M. Hrelic and Meagan A. Cauda, for the appellees (defendants). Opinion ELGO, J. This is the latest chapter in a long running saga regarding the collection of a foreign judgment. The plaintiff, Deutsche Bank AG, appeals from the sum- mary judgment rendered by the trial court in favor of the defendants, Caroline Vik and Alexander Vik.1 On appeal, the plaintiff contends that the court improperly determined that (1) the doctrine of res judicata barred its tortious interference with business expectancy and Con- necticut Unfair Trade Practices Act (CUTPA) claims; see General Statutes § 42-110a et seq.;2 and (2) the doctrine of collateral estoppel barred it from relitigating certain issues. We reverse the judgment of the trial court. Mindful of the procedural posture of this case, we set forth the following facts as gleaned from the pleadings, affidavits, and other proof submitted, viewed in the light most favorable to the plaintiff. See, e.g., Martinelli v. 1 For clarity, we refer to Caroline Vik and Alexander Vik individually by first name and collectively as the defendants in this opinion. 2 CUTPA is “a remedial statute that broadly prohibits unfair methods of competition and unfair or deceptive acts or practices in the conduct of any trade or commerce. . . . The act provides for more robust remedies than those available under analogous common-law causes of action, including punitive damages . . . and attorney's fees and costs, and, in addition to damages or in lieu of damages, injunctive or other equitable relief. . . . [It] establishes a private cause of action, available to [a]ny person who suffers any ascertainable loss of money or property, real or personal, as a result of the use or employment of a method, act or practice prohibited by [General Statutes §] 42-110b.” (Citations omit- ted; footnote omitted; internal quotation marks omitted.) Marinos v. Poirot, 308 Conn. 706, 712–13, 66 A.3d 860 (2013).  Deutsche Bank AG v. Vik Fusi, 290 Conn. 347, 350, 963 A.2d 640 (2009). The plaintiff is a corporation organized under the laws of Germany, with an office in New York City. Alexander is a Norwegian national whose primary residence and domicile has been in Greenwich since 1988. Caroline is Alexander’s adult daughter and also resides in Green- wich. Alexander is a billionaire and sophisticated investor who uses various companies to hold his assets and make investments on his behalf. Sebastian Holdings, Inc. (SHI), a corporation formed under the laws of the Turks and Caicos Islands, is one such company. From 1988 to 2015, Alexander owned 100 percent of the shares of SHI, was its sole director, and controlled all aspects of its operations and financial transactions.3 SHI became a client of Deutsche Bank (Suisse) SA, a wholly owned subsidiary of the plaintiff, in 2004. See Deutsche Bank AG v. Sebastian Holdings, Inc., 346 Conn. 564, 569, 294 A.3d 1 (2023). In 2006, the plaintiff entered into a foreign exchange prime brokerage agree- ment and various related agreements with SHI to provide back-office capabilities for foreign exchange trading conducted by Klaud Said, a portfolio manager for SHI. Id., 569–70. From 2006 to 2008, SHI was extremely profitable. Id., 571. Things changed in October 20084 when the plaintiff issued a series of margin calls to SHI.5 Id., 576. 3 As our Supreme Court noted in a related appeal, SHI was “run from an office annex attached to [Alexander’s] home in Greenwich.” Deutsche Bank AG v. Sebastian Holdings, Inc., 346 Conn. 564, 569, 294 A.3d 1 (2023). 4 As our Supreme Court observed in a related appeal, a “global finan- cial crisis unfolded in the autumn of 2008 . . . .” Deutsche Bank AG v. Sebastian Holdings, Inc., 331 Conn. 379, 381, 204 A.3d 664 (2019); see also Parkcentral Global Hub Ltd. v. Porsche Automobile Holdings SE, 763 F.3d 198, 204 (2d Cir. 2014) (“the global financial crisis became increasingly serious in late October 2008”). 5 “A margin call is a demand by a broker that an investor deposit addi- tional cash or securities to eliminate or reduce a margin deficiency. . . . A margin deficiency results when the equity in an investor's account is less than that required by law to support the account’s liabilities. . . . The purpose of margin call rules is to protect brokers from the risks  Deutsche Bank AG v. Vik On October 7, 2008, Alexander met with the plaintiff’s bank officials, who informed him that SHI’s holdings with the plaintiff totaled approximately $974 million. Id., 572. During the week of October 13, the plaintiff’s employees that administered SHI’s accounts “scrambled to properly calculate the risk on . . . [its] trades, which led to . . . massive margin calls during the week ahead.” (Internal quotation marks omitted.) Id., 576. From October 13 to 17, SHI received multiple margin calls totaling approximately $511 million, which it paid with assets held by the plaintiff. Id., 577–78. Confusion thereafter arose as to the precise amount of SHI assets held by the plaintiff. As our Supreme Court recounted: “After satisfying the fifth margin call, due to the information provided by [the plaintiff] on Octo- ber 7 indicating total holdings of approximately [$974] million, [Alexander] thought SHI had several [hundred million dollars] left in its [accounts with the plaintiff] . . . . [At trial, Alexander’s] experts calculated that assets worth approximately $280 million should have remained in the [accounts] as of October 21 . . . [a figure that the plaintiff] did not contest . . . . “Between October 17, and October 21, [2008, the plain- tiff] did not make another margin call . . . . [An officer with the plaintiff] stated in [an] internal correspondence that [as of October 21] minimal SHI trades remained in its system, and everything seeme[d] good . . . . However, at the same time, the team responsible for setting the margins discovered that the SHI cash balance in [the plaintiff’s] system was not [accurately] reflecting the payments being made in connection with SHI’s futures trading . . . . associated with insufficiently secured accounts, and to prevent customers from carrying vast exposure in their accounts without adequate capital to cover their positions. . . . If investors fail to meet margin calls in their accounts, their brokers, pursuant to contract, may liquidate their positions to satisfy the margin calls.” (Citations omitted; internal quotation marks omitted.) Levine v. Advest, Inc., 244 Conn. 732, 738 n.4, 714 A.2d 649 (1998).  Deutsche Bank AG v. Vik “In an internal . . . teleconference on October 22 . . . [the plaintiff’s] officers realized that, because of [a] failure to properly evaluate and enter . . . [the] trades [made by SHI’s portfolio manager], SHI’s account balances had been overstated by at least . . . $320 million, leaving SHI underwater by hundreds of millions of dollars. . . . [The plaintiff’s officers] on the call agreed to tell . . . [Alexander] that they had performed a reconciliation [that] had identified a shortfall but not to explain [the plaintiff’s] mistakes. The call transcript, however, shows that [they] had not performed a reconciliation; they had [merely] identified an error in [the plaintiff’s] systems. “Later on October 22 . . . [Alexander] participated in two high-level telephone calls with [the plaintiff’s officials] in which he was informed that the correction of computational errors in SHI’s accounts revealed that [there] was in fact [a] deficit and that, as a result, [the plaintiff] was seeking a further margin payment of $300 million to $350 million. . . . When [the plain- tiff] informed . . . [Alexander] that there was a deficit of [approximately $300 million to $350 million] in the accounts . . . [Alexander] . . . was plainly shocked. When . . . [Alexander] asked how this was possible, [an officer with the plaintiff] told him [the plaintiff] had been count- ing things possibly slightly incorrectly but did not explain the cause of the error.” (Footnote omitted; internal quotation marks omitted.) Id., 578–79. Following those telephone calls, SHI received an additional margin call from the plaintiff for more than $300 million, which it did not satisfy. Id., 579–80. 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 pursuant to the unpaid margin call, as well as inter- est and costs. Id., 580. In response, SHI asserted coun- terclaims against the plaintiff and various defenses. Id. Following a trial, the court found in favor of the plaintiff on its claims for damages and rejected SHI’s counterclaims and defenses in a 431 page decision issued  Deutsche Bank AG v. Vik on November 8, 2013. Id. The court rendered judgment in favor of the plaintiff in the amount of $243,023,089 plus interest (English judgment). Id., 580–81. When SHI failed to pay that judgment, the plaintiff commenced an action on December 20, 2013, against SHI and Alexander in Connecticut to enforce the Eng- lish judgment (2013 action).6 Id., 581. In its two count complaint, the plaintiff “sought a declaratory judgment piercing SHI’s corporate veil and holding [Alexander] jointly and severally liable with SHI for the English judg- ment. It also sought to enforce the English judgment against [Alexander] under the Uniform Foreign Money- Judgments Recognition Act [(act)], General Statutes § 50a-30 et seq.”7 Id. While the 2013 action to pierce the corporate veil was pending, the plaintiff filed a petition in the Oslo Court of Probate, Bankruptcy, and Enforcement in Norway (Oslo Enforcement Court) to enforce the English judg- ment in Norway (Norway enforcement action). The Oslo Enforcement Court issued a decision on April 13, 2016, in which it recognized the English judgment as an enforceable judgment in Norway. The plaintiff then filed a petition in the Oslo Enforcement Court to execute a lien on the shares of Confirmit AS (Confirmit), a Norwegian software company. 6 The plaintiff registered the English judgment with the Connecticut Superior Court on December 10, 2013. 7 That statutory claim was premised on the plaintiff’s veil piercing claim. As the trial court noted in its memorandum of decision in the 2013 action, a party generally cannot be held liable for a foreign judg- ment under the act unless it was a party to the foreign action. Deutsche Bank AG v. Sebastian Holdings, Inc., Docket No. CV-XX-XXXXXXX-S, 2021 WL 4482154, *26 (Conn. Super. September 7, 2021), aff'd, 346 Conn. 564, 294 A.3d 1 (2023); see also General Statutes § 50a-33 (“a foreign judgment meeting the requirements of section 50a-32 is conclu- sive between the parties to the extent that it grants or denies recovery of a sum of money”). The court further explained that an exception to that general rule exists, stating: “Connecticut courts have enforced [a foreign] judgment against a person or entity where piercing the corpo- rate veil of the judgment defendant is appropriate.” Deutsche Bank AG v. Sebastian Holdings, Inc., supra, *26. The court thus reasoned that Alexander could be held liable under the act if the plaintiff established its veil piercing claim. Id., *27.  Deutsche Bank AG v. Vik In 2008, SHI owned 100 percent of the shares of Confir- mit. In October 2008, Alexander caused SHI to transfer approximately one billion dollars of assets out of SHI (October 2008 transfers). See Deutsche Bank AG v. Sebastian Holdings, Inc., supra, 346 Conn. 575 n.3. Among those assets were all of the shares of Confirmit, which were transferred to Alexander’s personal account on October 15, 2008. Alexander allegedly maintained ownership of those shares until 2015. He subsequently transferred the Confirmit shares to his father, Erik Martin Vik (Erik). On May 31, 2016, the Execution and Enforcement Com- missioner in Oslo (commissioner) registered an execu- tion lien on the Confirmit shares. Following a trial, the Oslo Enforcement Court confirmed the validity of that execution lien and held that SHI was the true owner of the Confirmit shares at the time the execution lien was established in 2016. After a series of unsuccessful appeals by Erik, the Supreme Court of Norway, on May 24, 2019, affirmed the Oslo Enforcement Court’s deter- mination that SHI was the true owner of the Confirmit shares at the time the execution lien was established. The plaintiff then filed a petition with the Oslo Enforce- ment Court seeking a forced sale of the Confirmit shares as part of its efforts to enforce the English judgment. On June 12, 2019, the commissioner granted that petition and, on July 8, 2019, named ABG Sundal Collier ASA (ABG), a Nordic investment bank, as the sales assistant responsible for conducting the sale of the Confirmit shares. As our Supreme Court noted in Deutsche Bank AG v. Vik, 349 Conn. 120, 314 A.3d 583 (2024), a prior appeal in this case, “[i]n June, 2019, as part of the sales process, ABG assessed the shares and determined their value to be between $100 and $150 million. During the first phase of the sale, ABG communicated with approxi- mately [seventy-two] potential buyers. By October, 2019, ten interested parties submitted indicative bids for the  Deutsche Bank AG v. Vik [shares]. In November, 2019, during the second phase of the sales process, two companies submitted final bids. “[In its complaint, the plaintiff] alleges that, as soon as the plaintiff obtained its execution lien in 2016, Alexan- der, operating through various Vik related entities and family members, engaged in a series of vindictive maneu- vers intended to disrupt, delay, and otherwise interfere with the sale. Specifically, after the Oslo Enforcement Court ruled that SHI was the true owner of the shares, Erik, at the behest of Alexander, filed numerous baseless appeals challenging that determination. According to the complaint, these appeals, and the uncertainty they created surrounding Confirmit’s ownership, caused Con- firmit to lose market share and significantly contributed to reduced [bids] that . . . potential purchasers submitted during the sales process . . . . “The complaint further alleges that, in September, 2017, Erik requested that the execution lien be removed from the Confirmit shares in the VPS registry, the cen- tral securities repository in Norway, even though such removal was unlawful. According to the complaint, [Erik’s] request lacked any legitimate basis, and . . . was made in coordination with Alexander . . . in fur- therance of the long-running scheme to obstruct [the plaintiff’s] ability to recover on the English judgment. The complaint further alleges that, on January 27, 2020, the Oslo Enforcement Court rejected [Erik’s] plea to stop the Confirmit sale [based on the 2017] removal of the execution lien from the VPS registry. Noting that only the enforcement office may instruct a VPS account operator to delete a registered execution lien, the Oslo Enforcement Court held that the application made [in] September, 2017, by [Erik] for deletion of the execution lien was unlawful. “Another tactic allegedly utilized by Alexander to disrupt, delay, and otherwise interfere with the sale of the Confirmit shares was to stack Confirmit’s board of directors with Vik family members and close associates. According to the complaint, the plaintiff, fearful that the  Deutsche Bank AG v. Vik newly configured board would deplete Confirmit’s assets, filed a petition for a preliminary injunction seeking to have the Viks and their associates removed from the board. On March 30, 2017, the Oslo Enforcement Court granted the petition. In doing so, the court expressed concern that allowing the Viks or their associates to remain on Confirmit’s board increased the risk that bad faith transactions may be implemented [by them] that reduce the value of the [company]. The court further stated that Alexander . . . has systemically sought to withhold funds from service in payment of creditors by transferring assets and that it must also be concluded that [his] family members and business advisers will act in accordance with [his] wishes. . . . “The complaint alleges that the plaintiff’s fears regard- ing Alexander’s stacking of Confirmit’s board were real- ized in November, 2019, when Caroline, midway through the bidding process for the Confirmit shares, sought to invoke her rights under a sham agreement between her and SHI purporting to grant her an irrevocable right of first refusal (ROFR) to purchase 100 percent of Con- firmit’s shares. According to the complaint, SHI and Caroline reached this purported agreement on the very same day [that the plaintiff] petitioned . . . to replace Confirmit’s board . . . . As further evidence of fraud, the existence of the purported ROFR was not disclosed until July, 2019, in the midst of negotiations to sell [the] Con- firmit [shares] and despite SHI’s obligations to produce or disclose [any] such [agreement] in the course of vari- ous ongoing [litigation] between SHI and [the plaintiff]. “The complaint alleges that, on November 1, 2019, Caroline provided ABG with a copy of the fraudulent ROFR . . . and requested information about [all] offers [to purchase the Confirmit shares, which] she claimed to be entitled to under the [agreement]. According to the complaint, after ABG informed Caroline that, pursuant to Norwegian law, it could not consider the ROFR . . . in connection with the sale of [the] Confirmit [shares] because the . . . agreement was dated after [the plaintiff]  Deutsche Bank AG v. Vik . . . register[ed] its execution lien, Caroline commenced an action against ABG in the United States District Court for the District of Connecticut (Connecticut Dis- trict Court action) seeking to enforce the fraudulent ROFR and to enjoin the sale of the Confirmit shares. On December 4, 2019, the District Court denied her application for a preliminary injunction. Two days later, Caroline filed another petition, this time with the Oslo Enforcement Court, again seeking to enforce the ROFR. This petition also was denied. On February 11, 2020, the District Court issued an order to show cause why Caroline’s action should not be dismissed. In response, Caroline voluntarily dismissed the Connecticut District Court action. “According to the complaint, Caroline’s actions in Con- necticut and Norway were timed specifically to interfere with the forced sale of the Confirmit shares and the busi- ness expectations of [the plaintiff]. . . . The execution and attempted enforcement of [Caroline’s] sham ROFR on which she based her requests for an injunction [were] for the sole purpose of interfering with the . . . sale . . . and had no proper purpose or justification. The complaint alleges that, in a recent court filing in Norway, Hans Eirik Olav, SHI’s purported signatory on the ROFR, stated that he has no recollection of ever entering into a ROFR agreement with Caroline and that the document appears to him to be a forgery. “Another tactic allegedly utilized by Alexander to disrupt, delay, or otherwise interfere with the sale of the Confirmit shares was the submission of a fraudulent bid to purchase the shares. The complaint alleges that, on October 18, 2019, [a]fter ABG initiated the first phase of the Confirmit sale process, [Alexander] submitted an all-cash indicative bid to acquire the Confirmit shares for $325 million. He did so . . . in an effort to disrupt the sale process, which he intentionally manipulated by submitting [the] false bid under the cover of yet another shell company, Xcelera, Inc. (Xcelera), a company Alex- ander knew could never have realistically advanced [$325  Deutsche Bank AG v. Vik million to purchase the Confirmit shares]. According to the complaint, Alexander’s bid, which was exponentially higher than [Confirmit’s] estimated value, was not a serious [bid] . . . . “The complaint further alleges that ABG informed Alexander that [t]he situation with Xcelera . . . as a potential buyer . . . [when] the validity of the sales pro- cess is being challenged by legal persons and individuals associated with [that company], requires certain specific procedures to be complied with and measures to be taken in order to ensure [the integrity of the sales process]. . . . Concerned that Xcelera was controlled by Alexander, ABG requested that he provide information regarding Xcelera’s ownership structure, board members, employ- ees, and proof that it had sufficient funds to purchase the Confirmit shares. ABG also sought confirmation that Xcelera, SHI, and Alexander would not challenge the legality of the sales process. According to the complaint, no such information or assurances were forthcoming from Alexander. Instead, Alexander responded to ABG’s request for information by asking ABG how it intended to deal . . . with the rights of first refusal that exist [in connection with] the Confirmit shares. . . . “The complaint finally alleges that, [f]ollowing their repeated attempts to disrupt and otherwise interfere with the Confirmit sale process, the defendants succeeded in driving down both the indicative bids and final sale price for [the company]. Specifically, the complaint alleges that, [a]s a direct result of the defendants’ misconduct, the value of Confirmit, which was originally projected to be between $100 . . . and $150 million, fell to only $65 million, reducing the amount of debt that [the plaintiff] was able to recover by tens of millions of dollars. Accord- ing to the complaint, Verdane, a European capital fund that ultimately purchased the Confirmit shares, sent ABG a letter [on December 3, 2019] articulating its growing concerns about acquiring a company to which [Alexander] and related parties claimed rights. Spe- cifically, Verdane noted that the purported ROFR, the  Deutsche Bank AG v. Vik [Connecticut] District Court [action], and the unlawfully deleted registration of the execution lien all contributed to what [it] perceived to be an increased risk of acquiring Confirmit. The final agreed on price when the sale finally closed on February 14, 2020, was $65 million, which was $5 million less than Verdane’s final offer in November, 2019, and $35 million to $85 million less than the price ABG had placed on the shares in June, 2019.” (Internal quotation marks omitted.) Id., 125–30. Months after the sale of the Confirmit shares closed, the plaintiff commenced the present action in June 2020.8 In its two count complaint, the plaintiff alleged tortious interference with business expectancy and CUTPA viola- tions on the part of the defendants due to their alleged efforts to interfere with the sale of the Confirmit shares. The plaintiff further alleged that the defendants’ conduct “depressed the value of the Confirmit shares,” which prevented the plaintiff “from recovering up to $85 mil- lion of [the English judgment] debt.” On October 22, 2020, the defendants filed a motion to dismiss the present action, in which they argued that the litigation privilege deprived the court of subject mat- ter jurisdiction over the plaintiff’s action because the plaintiff’s claims were predicated on communications made and actions taken in prior judicial proceedings.9 The trial court denied that motion. The defendants then filed an interlocutory appeal with this court, which reversed the judgment of the trial court and concluded 8 At that time, the trial in the 2013 action had concluded, but no deci- sion had been rendered by the trial court. See Deutsche Bank AG v. Vik, supra, 349 Conn. 123 (noting that plaintiff commenced present case “[w]hile [the 2013 action] was pending in the trial court”); Deutsche Bank AG v. Sebastian Holdings, Inc., Docket No. CV-XX-XXXXXXX-S, 2021 WL 4482154, *1 (Conn. Super. September 7, 2021) (“trial before this court [in the 2013 action] was held over five days in November and December 2019”), aff'd, 346 Conn. 564, 294 A.3d 1 (2023). 9 In separate motions to dismiss filed that same day, the defendants argued that the court lacked personal jurisdiction over Alexander and that the plaintiff’s action should be dismissed pursuant to both the prior pending action doctrine and the forum non conveniens doctrine. The defendants subsequently withdrew those motions.  Deutsche Bank AG v. Vik that the litigation privilege barred the plaintiff’s tortious interference and CUTPA claims. See Deutsche Bank AG v. Vik, 214 Conn. App. 487, 281 A.3d 12 (2022), rev’d, 349 Conn. 120, 314 A.3d 583 (2024). Our Supreme Court granted the plaintiff’s petition for certification to appeal and thereafter concluded, “construing the complaint in the light most favorable to the plaintiff,” that this court had improperly determined that the plaintiff’s claims were barred by the litigation privilege. Deutsche Bank AG v. Vik, supra, 349 Conn. 139–40. The Supreme Court thus reversed the judgment of this court and remanded it to this court with direction to affirm the judgment of the trial court. Id., 148. At the time of those appeals before this court and our Supreme Court, a concurrent appeal arose regarding the 2013 action to pierce the corporate veil of SHI. In its complaint in the 2013 action, the plaintiff alleged in relevant part that, “on or before October 9, 2008, and through October 30, 2008, [Alexander] caused SHI to transfer funds to him and other entities owned and controlled by him and/or his immediate family in order to shield SHI’s assets from [the plaintiff] . . . . Through his domination and control of SHI, [Alexander] caused SHI to breach its contractual obligations to [the plain- tiff] and to fraudulently convey funds to third parties for the inequitable purpose of shielding SHI’s assets and defrauding [the plaintiff] out of [money] owed.” The plaintiff thus sought a declaratory judgment piercing SHI’s corporate veil and holding Alexander jointly and severally liable with SHI for the English judgment. A five day trial on the 2013 action was held in late 2019. In a subsequent memorandum of decision dated Septem- ber 7, 2021, the court found that, under Turks and Caicos Islands law, a plaintiff seeking to pierce a corporate veil “must demonstrate three things: (1) domination and control of the corporation by the alleged wrongdoer, (2) commingling of the corporation’s assets with those of the wrongdoer or with entities controlled by him, and (3)  Deutsche Bank AG v. Vik specific intent by the wrongdoer to leave the corporation unable to pay its debts. Applying this standard to the evidence adduced at trial, the trial court concluded that [the plaintiff] had met the first two prongs of the test. The court found that the evidence established unequivo- cally that SHI had no separate mind of its own from [Alex- ander] and that [Alexander] completely dominated and controlled SHI. The court also found that the evidence established that [Alexander] regularly used SHI funds for personal expenses and pet projects and regularly transferred massive funds between [SHI] and his other companies without any formality at all, as if transferring money from one pocket to another.” (Internal quota- tion marks omitted.) Deutsche Bank AG v. Sebastian Holdings, Inc., supra, 346 Conn. 583–84. The court nevertheless concluded that the plaintiff had “failed to satisfy its burden of proof to justify piercing SHI’s corporate veil and that [Alexander] diverted SHI’s assets with the specific intent of rendering it unable to pay its margin calls to [the plaintiff].” Deutsche Bank AG v. Sebastian Holdings, Inc., Docket No. CV-XX-XXXXXXX-S, 2021 WL 4482154, *1 (Conn. Super. September 7, 2021), aff’d, 346 Conn. 564, 294 A.3d 1 (2023). More specifi- cally, the court concluded that the plaintiff had failed to demonstrate that Alexander “acted with the specific intent to leave SHI unable to pay its debts to [the plain- tiff]” when he caused SHI to transfer approximately one billion dollars of assets out of SHI in October 2008. Deutsche Bank AG v. Sebastian Holdings, Inc., supra, 346 Conn. 584; see also id., 575 n.3. Accordingly, the trial court “rejected [the plaintiff’s] claim that [Alex- ander] should be held personally liable for the English judgment.” Id., 583. From that judgment, the plaintiff filed an appeal with this court, which was transferred to our Supreme Court pursuant to General Statutes § 51-199 (c) and Practice Book § 65-1. In a decision released on May 30, 2023, our Supreme Court affirmed the judgment of the trial court. Id., 604. In so doing, the court concluded that the trial court properly “declined to pierce SHI’s corporate veil  Deutsche Bank AG v. Vik and to hold [Alexander] jointly and severally liable with SHI for the English judgment.”10 Id., 569. That decision, in turn, precipitated the summary judg- ment that underlies this appeal. On remand to the trial court following our Supreme Court’s determination that the plaintiff’s tortious interference with business expectancy and CUPTA claims in the present case were not barred by the litigation privilege; see Deutsche Bank AG v. Vik, supra, 349 Conn. 139–48; the defendants filed a motion for summary judgment. In that motion, the defendants argued that the doctrines of res judicata and collateral estoppel barred the plaintiff’s action. That motion was accompanied by a memorandum of law and several exhibits.11 The plaintiff filed an opposition to the motion for summary judgment, as well as a memorandum of law. The defendants filed a reply to that opposition, and the court held a hearing on the motion for summary judgment on December 4, 2024. In its subsequent memorandum of decision, the court first concluded that all four elements of res judicata; see Solon v. Slater, 345 Conn. 794, 825, 287 A.3d 574 (2023); had been met. The court thus granted the motion for summary judgment on that ground “as to both defendants.”12 In addition, the court stated that the motion for summary judgment “on the ground that such claims are barred by the doctrine of collateral estoppel is granted in part, denied in part. [The plaintiff] is col- laterally estopped from relitigating the following issues: (1) the personal liability of [Alexander] to [the plaintiff] under the English judgment and the enforcement of the English judgment against him; (2) whether the trans- fer of SHI’s assets, including shares of Confirmit from 10 The court also rejected the plaintiff’s evidentiary challenge regard- ing the admission of certain testimony from Alexander at trial in the 2013 action. See Deutsche Bank AG v. Sebastian Holdings, Inc., supra, 346 Conn. 595–604. 11 Those exhibits included copies of various pleadings from the 2013 action. 12 In so concluding, the court summarily stated that Caroline, who was not a party to the 2013 action, “is in privity with [Alexander].”  Deutsche Bank AG v. Vik SHI to [Alexander] in October 2008, was proper; and (3) that [Alexander] was the owner of the Confirmit shares in October 2008. It is denied as to all other remaining issues.” Accordingly, the court rendered summary judg- ment in favor of the defendants, and this appeal followed. As a preliminary matter, we note certain well estab- lished principles that are relevant to our consideration of the plaintiff’s claims. Res judicata and collateral estop- pel are doctrines of preclusion; see generally Tracey v. Miami Beach Assn., 216 Conn. App. 379, 390–92, 288 A.3d 629 (2022), cert. denied, 346 Conn. 919, 291 A.3d 1040 (2023); that are “judicially created rules of reason . . . enforced on public policy grounds . . . .” (Internal quo- tation marks omitted.) Weiss v. Weiss, 297 Conn. 446, 460, 998 A.2d 766 (2010). “The doctrines of collateral estoppel and res judicata, also known as issue preclusion and claim preclusion, respectively, have been described as related ideas on a continuum. . . . Both doctrines share common purposes, namely, to protect the finality of judicial determinations, [to] conserve the time of the court, and [to] prevent wasteful litigation . . . .” (Cita- tion omitted; internal quotation marks omitted.) Solon v. Slater, supra, 345 Conn. 810. Collateral estoppel and res judicata are grounded in “the fundamental principle that once a matter has been fully and fairly litigated, and finally decided, it comes to rest.” State v. Ellis, 197 Conn. 436, 465, 497 A.2d 974 (1985). At the same time, our Supreme Court has cautioned that those doctrines of preclusion “should be flexible and must give way when their mechanical application would frustrate other social policies based on values equally or more important than the convenience afforded by finality in legal controver- sies.” In re Juvenile Appeal (83-DE), 190 Conn. 310, 318, 460 A.2d 1277 (1983). Notable among those other policies is a party’s interest in the vindication of a just claim. See, e.g., Isaac v. Truck Service, Inc., 253 Conn. 416, 422, 752 A.2d 509 (2000). “It is well established that res judicata and collateral estoppel are affirmative defenses that may be waived if  Deutsche Bank AG v. Vik not properly pleaded.” Singhaviroj v. Board of Educa- tion, 124 Conn. App. 228, 233, 4 A.3d 851 (2010); see also M&T Bank v. Lewis, 349 Conn. 9, 19 n.6, 312 A.3d 1040 (2024) (“a claim that an action or claim is barred by res judicata or collateral estoppel must be raised in the trial court through appropriate pleadings”). The party asserting a defense of res judicata or collateral estoppel bears the burden of establishing its applicabil- ity. See State v. Knight, 266 Conn. 658, 664, 835 A.2d 47 (2003); Commissioner of Environmental Protection v. Connecticut Building Wrecking Co., 227 Conn. 175, 195, 629 A.2d 1116 (1993). The applicability of res judicata or collateral estoppel in a given case presents a question of law, over which our review is plenary. See Independent Party of CT-State Central v. Merrill, 330 Conn. 681, 712, 200 A.3d 1118 (2019). I RES JUDICATA We begin with the plaintiff’s challenge to the court’s application of the doctrine of res judicata. The plain- tiff contends that the court improperly granted the motion for summary judgment on that ground “as to both defendants,” despite the fact that the defendants did not plead that defense with respect to Caroline, and that it improperly concluded that Caroline was in privity with Alexander. The plaintiff also argues that the court improperly concluded, with respect to Alexander, that no genuine issue of material fact existed as to whether res judicata barred the plaintiff’s claims. We agree. A 1 It is well established that, “[u]nder Connecticut law, the doctrine of res judicata is pleaded as a special defense.” Tracey v. Miami Beach Assn., supra, 216 Conn. App. 392; see also Practice Book § 10-50 (res judicata is spe- cial defense that “must b