Full Opinion

****************************************************** The ‘‘officially released’’ date that appears near the beginning of each opinion is the date the opinion will be published in the Connecticut Law Journal or the date it was released as a slip opinion. The operative date for the beginning of all time periods for filing postopinion motions and petitions for certification is the ‘‘officially released’’ date appearing in the opinion. In no event will any such motions be accepted before the ‘‘officially released’’ date. All opinions are subject to modification and technical correction prior to official publication in the Connecti- cut Reports and Connecticut Appellate Reports. In the event of discrepancies between the electronic version of an opinion and the print version appearing in the Connecticut Law Journal and subsequently in the Con- necticut Reports or Connecticut Appellate Reports, the latest print version is to be considered authoritative. The syllabus and procedural history accompanying the opinion as it appears on the Commission on Official Legal Publications Electronic Bulletin Board Service and in the Connecticut Law Journal and bound volumes of official reports are copyrighted by the Secretary of the State, State of Connecticut, and may not be repro- duced and distributed without the express written per- mission of the Commission on Official Legal Publications, Judicial Branch, State of Connecticut. ****************************************************** J.E. ROBERT COMPANY, INC. v. SIGNATURE PROPERTIES, LLC, ET AL. (SC 19050) (SC 19051) (SC 19052) Rogers, C. J., and Palmer, Zarella, Eveleigh, McDonald and Vertefeuille, Js. Argued February 13—officially released July 16, 2013 Richard J. Buturla, with whom were Brian A. Lema and Benjamin S. Proto, Jr., for the named defendant et al. (appellants). Julie A. Manning, with whom were Eric S. Goldstein and, on the brief, Sheila A. Huddleston, for the substi- tute plaintiff (appellee). Opinion McDONALD, J. As the securitization of mortgage loans has become increasingly favored by financial lenders, and as arrangements for the administration of these loans have become increasingly complex, the relationship between the debtors/mortgagors and the owners of these debts has become more attenuated. Consequently, in foreclosure actions across the country on loans subject to these arrangements, challenges to the standing of parties other than the lender to bring such actions have been on the rise. Connecticut’s appel- late courts have never had occasion to address this type of challenge, until today. Specifically, we must determine whether a loan servicer for the owner and holder of a note and mortgage can have standing in its own right to institute a foreclosure action against the mortgagor as a transferee of the holder’s rights under the Uniform Commercial Code (UCC), General Statutes §§ 42a-3-2031 and 42a-3-301.2 The defendants Signature Properties, LLC (Signa- ture), Andrew J. Julian (Julian) and Michael Murray3 appeal from the trial court’s judgment ordering strict foreclosure of Signature’s property and a deficiency judgment against the defendants predicated on the standing of both the original plaintiff, loan servicer J.E. Robert Company, Inc. (J.E. Robert), and the substitute plaintiff, Shaw’s New London, LLC (Shaw’s). Julian additionally appeals from the trial court’s order granting Shaw’s application for a prejudgment remedy. We con- clude that the trial court properly determined that, under the facts of this case, J.E. Robert had standing to institute this foreclosure action in its own name and reject the defendants’ additional claims. Therefore, we affirm the judgment of the trial court. Our review of the record in this appeal yields both a factual and procedural history that is not in question. On April 13, 2005, Signature executed a promissory note (note) in the amount of $8.8 million payable to the order of JPMorgan Chase Bank, N.A. (JPMorgan). The loan was secured by a mortgage and security interest (mort- gage) on Signature’s commercial property at 6 Shaw’s Cove in New London, as well as an assignment of the property’s leases and rents. The note was a conditional nonrecourse instrument under which Signature’s liabil- ity for any breach was limited to the mortgaged prop- erty, unless Signature breached either of two specified sections of the mortgage agreement. If Signature breached either of those sections, it would be liable to the full extent of the debt. The loan was guaranteed jointly and severally by Signature’s members, Murray, Julian, Maureen Julian, and Stephanie Lord Drake (guar- antors). At the time of the closing on the loan, JPMorgan required Signature to record on the New London land records a ‘‘Notice of Parking License Agreement,’’ which memorialized an agreement (parking agreement) between Signature and 280 Atlantic Street, LLC (280 Atlantic), the latter owned by guarantors Julian and Maureen Julian, and their sons, Andrew C. Julian and Jason Julian. Under the parking agreement, Signature was permitted to use a paved portion of a nearby 1.175 acre lot owned by 280 Atlantic for the purpose of park- ing approximately 120 vehicles for ‘‘certain tenants of [its] office building . . . .’’ The parking agreement, exe- cuted on April 9, 2005, was made effective as of January 1, 2002, for an initial term of seven years and two addi- tional five year terms, at Signature’s option. Signature’s main tenant, General Dynamics Electric Boat (Electric Boat), leased spaces in the lot from Signature to supple- ment the parking available for its employees at 6 Shaw’s Cove. On July 29, 2005, JPMorgan assigned Signature’s note, mortgage and assignment of leases and rents to LaSalle Bank National Association (LaSalle). A pooling and ser- vicing agreement (pooling agreement), also executed on this date, established a mortgage backed security4 wherein J.P. Morgan Chase Commercial Mortgage Secu- rities Corporation was identified as depositor, LaSalle as trustee and paying agent, and J.E. Robert as special servicer for numerous mortgage loans, including Signa- ture’s.5 On August 15, 2007, several months after Signa- ture had ceased to make payments on the loan, J.E. Robert brought a one count foreclosure action against Signature.6 On October 17, 2007, LaSalle assigned the note and related instruments to Shaw’s, and, on the following day, J.E. Robert moved to substitute Shaw’s as the plain- tiff pursuant to Practice Book § 9-22. Signature made no objection, and the court, Martin, J., granted the motion. In January, 2008, the court granted Shaw’s per- mission to file an amended complaint, over Signature’s objection, which added the guarantors as defendants and added counts alleging, inter alia, that: Signature had terminated the parking agreement with 280 Atlantic, thereby breaching §§ 4.3 and 8.2 of the mortgage (count two); pursuant to § 10 (a) (i) of the note, such breach caused the conditional nonrecourse note to be con- verted into a full recourse obligation7 (count three); and, under the guarantee the guarantors were liable for a deficiency judgment (count four). On September 14, 2009, Shaw’s moved for summary judgment on its amended complaint, which the trial court, Shapiro, J., granted.8 Observing that it was undis- puted that Signature had defaulted on its payment obli- gations, as alleged in count one seeking foreclosure, the trial court held that only the extent of liability remained to be determined. On count two, the court found no support in the parking agreement for the defendants’ assertion that the agreement had lapsed upon Electric Boat’s termination of its tenancy. Addi- tionally, relying principally on a memorandum drafted by 280 Atlantic, the court concluded that: (1) Signature had terminated the parking agreement without the lend- er’s permission, thereby breaching § 8.2 of the mortgage by transferring a property interest; and (2) termination of the parking agreement amounted to Signature’s com- mingling of assets with an affiliate, 280 Atlantic, thereby breaching § 4.3 of the mortgage. Regarding count three, the court concluded that, because Signature had breached §§ 4.3 and 8.2 of the mortgage, Shaw’s was not limited to the security interests granted by Signature in seeking recovery after default. Finally, on count four, the court concluded that the guarantors were liable under the terms of the guarantee for Signature’s full recourse obligation under the note and mortgage. Subsequently, Julian and Murray moved to dismiss the action, arguing that it was void ab initio because the original plaintiff, J.E. Robert, as a mere servicer of the loan rather than the holder of the note and mortgage, lacked standing to bring the foreclosure action. Signa- ture later moved to dismiss the action on identical grounds. The court denied both motions. In its memo- randum of decision denying Julian and Murray’s motion, the trial court concluded that the substitution of Shaw’s, the present holder of the note, cured any alleged lack of standing by J.E. Robert. In its subsequent memoran- dum of decision on Signature’s motion to dismiss, the court additionally concluded that J.E. Robert had stand- ing to institute the action in its own name, both as a transferee/nonholder pursuant to §§ 42a-3-203 and 42a- 3-301 and as a nominal party in interest for LaSalle. Finally, the court held that, even if J.E. Robert lacked standing and Shaw’s substitution could not cure such a defect, the court would retain jurisdiction over the action pursuant to General Statutes § 52-123,9 because the defendants had notice of the real parties in interest. On November 19, 2010, the court granted Shaw’s appli- cation for a prejudgment remedy to attach property and assets belonging to the guarantors in the amount of $7,308,400. Subsequently, the trial court, Bright, J., ren- dered a judgment of strict foreclosure. Julian appealed from the trial court’s decision grant- ing Shaw’s application for a prejudgment remedy. Thereafter, in two separate appeals, later consolidated by the Appellate Court, Signature and, jointly, Julian and Murray, appealed from the trial court’s judgment of strict foreclosure. After hearing oral argument on both matters, the Appellate Court filed a statement with this court pursuant to Practice Book § 65-2 requesting that we transfer the appeals to this court. We granted the Appellate Court’s request, and now address issues stemming from the appeals. In these consolidated appeals, the defendants claim that: (1) the trial court improperly denied their motions to dismiss for lack of subject matter jurisdiction because (a) J.E. Robert lacked standing to commence the action, and (b) Shaw’s substitution could not cure a judgment that was void ab initio; and (2) the trial court improperly granted Shaw’s motion for summary judgment because there were disputed issues of mate- rial fact regarding Signature’s conduct in relation to the parking agreement and the materiality of that conduct as it pertained to an alleged breach of the mortgage. In his separate appeal, Julian contends that the trial court improperly granted Shaw’s application for a pre- judgment remedy in the absence of sufficient competent evidence to establish the amount of Signature’s debt at the time of judgment.10 We conclude that J.E. Robert had standing in its own right to bring this foreclosure action11 and disagree with the defendants’ additional claims. Accordingly, we affirm the judgment of the trial court. I Because an absence of subject matter jurisdiction would deprive the court of the opportunity to review any corollary matters raised in this appeal, we first address the issue of standing. The defendants claim that only the owner and holder of the note and mort- gage, which at the time of the commencement of this case was LaSalle, has standing to bring a foreclosure action. Because LaSalle neither endorsed the note to J.E. Robert nor assigned the note and mortgage to it, the defendants claim that J.E. Robert lacked standing to commence this action. They contend that, as a loan servicing company, J.E. Robert was merely LaSalle’s agent, and, accordingly, could not bring an action in its own name. In response, Shaw’s contends that, through the pooling agreement, J.E. Robert had standing as a transferee of LaSalle’s right to enforce the note and mortgage, in accordance with §§ 42a-3-203 and 42a-3- 301. We agree with Shaw’s. ‘‘Standing is the legal right to set judicial machinery in motion. One cannot rightfully invoke the jurisdiction of the court unless he [or she] has, in an individual or representative 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 quo- tation marks omitted.) Bysiewicz v. DiNardo, 298 Conn. 748, 758, 6 A.3d 726 (2010). ‘‘Where a party is found to lack standing, the court is consequently with- out subject matter jurisdiction to determine the cause.’’ (Internal quotation marks omitted.) Monroe v. Hor- witch, 215 Conn. 469, 473, 576 A.2d 1280 (1990). Our review of this question of law is plenary. See State v. Tabone, 301 Conn. 708, 713–14, 23 A.3d 689 (2011). It has long been established at common law that ‘‘[t]he mortgage is an incident only to the debt, which is the principal; it cannot be detached from [the debt]; distinct from the debt, it has no determinate value; and the assignee must hold it, at the will and disposal of the creditor, who has the note or bond, for which it is a collateral security.’’ Huntington v. Smith, 4 Conn. 235, 237 (1822); accord Lawrence v. Knap, 1 Root (Conn.) 248, 249 (1791). This common-law rule has since been codified; see footnote 17 of this opinion; a matter that we address in greater detail later in this part of the opinion. Therefore, our inquiry necessarily must commence with J.E. Robert’s rights vis-á-vis the debt. A plaintiff’s right to enforce a promissory note may be established under the UCC.12 See RMS Residential Properties, LLC v. Miller, 303 Conn. 224, 230–31, 32 A.3d 307 (2011); Chase Home Finance, LLC v. Fequiere, 119 Conn. App. 570, 577, 989 A.2d 606, cert. denied, 295 Conn. 922, 991 A.2d 564 (2010). Under the UCC, a ‘‘ ‘[p]erson entitled to enforce’ an instrument means [inter alia] (i) the holder of the instrument, [or] (ii) a nonholder in possession of the instrument who has the rights of a holder13 . . . . A person may be a person entitled to enforce the instrument even though the per- son is not the owner of the instrument . . . .’’ (Empha- sis added.) General Statutes § 42a-3-301. The UCC’s official comment underscores that a ‘‘person entitled to enforce an instrument . . . is not limited to holders. . . . A nonholder in possession of an instrument includes a person that acquired rights of a holder . . . under [§ 42a-3-203 (a)].’’ (Emphasis added; internal quotation marks omitted.) 6B L. Lawrence, Anderson on the Uniform Commercial Code (3d Ed. Rev. 2003) § 3-301:1R, p. 266. Under § 42a-3-203 (b), ‘‘[t]ransfer of an instrument . . . vests in the transferee any right of the transferor to enforce the instrument . . . .’’ ‘‘An instrument is transferred when it is delivered by a per- son other than its issuer for the purpose of giving to the person receiving delivery the right to enforce the instrument.’’ General Statutes § 42a-3-203 (a). Thus, there are two requirements to transfer an instrument under § 42a-3-203 (a): (1) the transferor must intend to vest in the transferee the right to enforce the instrument; and (2) the transferor must deliver the instrument to the transferee so that the transferee has either actual or constructive possession. 6B L. Lawrence, supra, § 3- 203:5R, p. 219. Conveyance of a note, and all the legal rights it represents, is not necessary to effectuate a transfer.14 See 11 Am. Jur. 2d 578–79, Bills and Notes § 210 (2009) (drawing distinction between sale of note by X to Y and transfer of note from X to Y). Because the relationship between these two provi- sions of the UCC is strikingly clear, the only salient question that remains is whether a loan servicer may qualify as a nonholder transferee entitled to enforce the note it services. While no Connecticut appellate court has construed these provisions on comparable facts, courts in other jurisdictions have recognized that the servicer of a loan may have standing, in at least some circumstances, to institute legal proceedings against the debtor in its own name. In some cases, these courts have relied specifically on the servicer’s status under the UCC. See, e.g., Wells Fargo Bank, N.A. v. Heath, 280 P.3d 328, 333 (Okla. 2012) (party seeking foreclo- sure can demonstrate its right to enforce instrument under UCC, including as nonholder who has rights of holder, because mortgage follows note not vice versa); ORIX Capital Markets, LLC v. La Villita Motor Inns, J.V., 329 S.W.3d 30, 39–41 (Tex. App. 2010) (concluding that servicer established right to enforce note in breach of contract counterclaim brought in response to mort- gagor’s action for declaratory judgment to avoid fore- closure following servicer’s notice of foreclosure, citing UCC provision for nonholder with rights of holder); see also Deutsche Bank National Trust Co. v. Mitchell, 422 N.J. Super. 214, 224, 27 A.3d 1229 (2011) (concluding that trustee under loan trust agreement could have standing to bring foreclosure action as nonholder with rights of holder under UCC but lack of possession of note failed to establish transfer); Wells Fargo Bank, N.A. v. Freed, Docket No. 5-12-01, 2012 WL 6562819, *6 (Ohio App. December 17, 2012) (concluding that trustee under pooling and servicing agreement had standing to bring foreclosure action as nonholder in possession with rights of holder due to intent to transfer under UCC). In other cases, courts have applied similar rea- soning without specific reference to the UCC.15 See, e.g., CWCapital Asset Management, LLC v. Chicago Properties, LLC, 610 F.3d 497, 501 (7th Cir. 2010) (ser- vicer was effective assignee of legal claim); Federal Deposit Ins. Corp. v. Graham, Docket No. 2:09-cv-436, 2010 WL 5157108, *4 (S.D. Ohio December 14, 2010) (servicer, not trustee, would have been real party in interest in foreclosure action when pooling and servic- ing agreement vested servicer with right to sue, pursue foreclosure and settle claims in lieu of foreclosure);16 Arabia v. BAC Home Loans Servicing, L.P., 208 Cal. App. 4th 462, 465–66, 145 Cal. Rptr. 3d 678 (2012) (ser- vicer may initiate foreclosure action in its own name), review denied, Docket No. S205517, 2012 Cal. LEXIS 10193 (Cal. October 31, 2012); ECF North Ridge Associ- ates, L.P. v. ORIX Capital Markets, L.L.C., 336 S.W.3d 400, 407 (Tex. App. 2011) (servicer had standing to sue for breach of contract on basis of rights under pooling and servicing agreement); see also American Home Mortgage Servicing, Inc. v. Donovan, Docket No. 3:10- CV-1936-M, 2011 WL 2923978, *3–4 (N.D. Texas July 20, 2011) (recognizing that servicer could have standing to enforce rights under mortgage loan if it demonstrated that it was assignee or effective assignee of mortgagee’s legal claims). In reaching this conclusion, these courts generally have considered the nature of the loan ser- vicer’s interest in the proceeding and the authority vested in it by the owner or holder of the instrument. See, e.g., CWCapital Asset Management, LLC v. Chi- cago Properties, LLC, supra, 500–502 (concluding that mortgage servicer was ‘‘effective assignee’’ and real party in interest authorized under pooling and servicing agreement to file action in own name; agreement effec- tively delegated equitable ownership of claim to ser- vicer by providing that servicer had ‘‘ ‘full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing,’ ’’ by requiring trustee to confer on servicer any authority needed to perform servicing duties, including filing action, and by authorizing servicer to sue in own name if action related to loan it was servicing). The defendants contend, however, that under Con- necticut law, even if J.E. Robert would have had stand- ing to sue on the note, only the owner of the note has standing to exercise the equitable power of foreclosure. In support of this principle, the defendants cite RMS Residential Properties, LLC v. Miller, supra, 303 Conn. 230, Bankers Trust Co. of California, N.A. v. Vaneck, 95 Conn. App. 390, 391, 899 A.2d 41, cert. denied, 279 Conn. 908, 901 A.2d 1225 (2006), and Fleet National Bank v. Nazareth, 75 Conn. App. 791, 795, 818 A.2d 69 (2003), for the proposition that ‘‘[General Statutes §] 49-17 codifies the well established common-law princi- ple that the mortgage follows the note, pursuant to which only the rightful owner of the note has the right to enforce the mortgage.’’ RMS Residential Properties, LLC v. Miller, supra, 230. The defendants’ reliance on this principle is misplaced. This principle is intended to address the situation in which ownership of the note and ownership of the mortgage rest in different hands at the time the foreclosure action commenced. That is not the case here. The defendants have provided no authority to demonstrate that the common-law rule or its codification was intended to provide mortgagors with a shield against a foreclosure action to hinder the intentions of the ‘‘rightful owner of the note . . . .’’ Id. Moreover, under the plain language of the statute, ‘‘the person entitled to receive the money secured thereby but to whom the legal title to the mortgaged premises has never been conveyed’’ has the right to bring a foreclosure action. (Emphasis added.) General Statutes § 49-17.17 Although this statute’s origin long predates the adoption of the UCC; see Public Acts 1855, c. LXXXV, § 1; its language is sufficiently capacious to be fully harmonized with the UCC’s provisions that determine a party’s right to enforce a negotiable instru- ment. See Taylor v. Deutsche Bank National Trust Co., 44 So. 3d 618, 622 (Fla. App. 2010) (‘‘the person having standing to foreclose a note secured by a mortgage may be either the holder of the note or a nonholder in possession of the note who has the rights of a holder’’); Wells Fargo Bank, N.A. v. Heath, supra, 280 P.3d 333 (equating ownership necessary to bring foreclosure action with right to enforce note and citing, inter alia, nonholder status under UCC as basis for establishing right to enforce). Our intention in RMS Residential Properties, LLC, was neither to unduly restrict the plain language of § 49-17 nor to expand the statute’s applica- tion to circumstances in which ownership of the mort- gage and note rest in the same hands. Instead, we emphasized that, in defending against an action to enforce a note, a debtor may be able to produce evi- dence demonstrating that the plaintiff, who might other- wise appear to be entitled to enforce the debt nevertheless lacks standing, perhaps because owner- ship of the debt has passed to another party. See RMS Residential Properties, LLC v. Miller, supra, 303 Conn. 231–32 (‘‘a holder of a note is presumed to be the owner of the debt, and unless the presumption is rebutted, may foreclose the mortgage under § 49-17’’); cf. Waterbury Trust Co. v. Weisman, 94 Conn. 210, 215–16, 108 A. 550 (1919) (wherein originator of notes had assigned rights to another, but subsequently collected moneys from debtors, thereby being paid twice and depriving notes’ rightful owner of recompense). Section 49-17 simply requires a party to prove that they are ‘‘the person entitled to receive the money secured [by the mort- gage],’’ and such a party may be someone other than the owner of the note.18 See Kennedy Funding, Inc. v. Greenwich Landing, LLC, 135 Conn. App. 58, 64, 43 A.3d 664 (holding that plaintiff designated by owners of note as payee and holder of negotiable promissory note had standing in strict foreclosure action), cert. denied, 305 Conn. 914, 45 A.3d 99 (2012). Therefore, even assuming § 49-17 applies in a case in which owner- ship of the note and mortgage rests in the same party, a loan servicer entitled to receive money and otherwise administer a loan under the terms of a pooling and service agreement would not necessarily need to be the owner or the holder of the note in order to institute a foreclosure action against the debtor. Indeed, limiting such actions when such an intent clearly is expressed would inhibit the commercial pooling of mortgages, which is a common financial tool for lending institu- tions, and would thereby discourage such institutions from underwriting loans in the state. See Bank of New York v. Raftogianis, 418 N.J. Super. 323, 333, 13 A.3d 435 (2010) (observing that, in more recent years, ‘‘[mort- gage] structuring and issuance of private mortgage- based securities [has become] much more complex and widespread’’); see also 2 D. Caron & G. Milne, Connecti- cut Foreclosures (5th Ed. 2011) § 30-2, p. 389 (describ- ing tenfold increase in mortgage backed securities for single-family properties between 1981 and 2001). The defendants additionally argue, on public policy grounds, that permitting a loan servicer to commence a mortgage foreclosure action could produce deleterious consequences for borrowers, namely, the possibility of having to defend multiple foreclosure actions on a sin- gle debt. We are not persuaded, however, and the defen- dants cite no authority that might convince us that such a risk exists when, under a pooling and servicing agreement, a loan servicer is authorized to enforce the instrument in the specific context of foreclosure. See footnote 18 of this opinion (explaining plaintiff’s burden to prove such authority). Such a result would, in fact, defeat what is presumably one of a pooling and servic- ing agreement’s objectives—to relieve the trustee from having to administer the various loans which are subject to the pooling and servicing agreement. We additionally note that statutory protections exist for a mortgagor whose property already has been foreclosed. See Gen- eral Statutes § 49-1 (‘‘[t]he foreclosure of a mortgage is a bar to any further action upon the mortgage debt, note or obligation against the person or persons who are liable for the payment thereof’’). In light of our conclusion that a loan servicer need not be the owner or holder of the note and mortgage in order to have standing to bring a foreclosure action if it otherwise has established the right to enforce those instruments,19 we now turn to the fact specific question of whether J.E. Robert constituted a transferee entitled to enforce the note as a nonholder with the rights of the holder, LaSalle. We answer this question in the affirmative. As we previously noted, under § 42a-3-203 (a) ‘‘[a]n instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the person receiving delivery the right to enforce the instrument.’’ Here, the trial court credited ‘‘[un]controverted’’ evidence establishing that ‘‘in Feb- ruary, 2007, [six months before J.E. Robert commenced the foreclosure action] the mortgage loan, evidenced by the note and mortgage, was transferred to J.E. Robert for special servicing and the related mortgage file, including the note were delivered to J.E. Robert.’’20 (Internal quotation marks omitted.) In particular, the court pointed to the pooling agreement and the limited power of attorney dated November 9, 2006, effective July 29, 2005, from LaSalle as trustee, in support of its conclusion that ‘‘LaSalle vested in J.E. Robert the right to enforce the note and that LaSalle delivered to and J.E. Robert received possession of the note.’’ Our review of those documents fully supports the trial court’s findings and conclusion. Section 3.01 (b) of the pooling agreement designates J.E. Robert as ‘‘[s]pecial [s]ervicer,’’ with the ‘‘full power and authority . . . to do or cause to be done any and all things in connection with such servicing and administration for which it is responsible which it may deem necessary or desirable.’’ Section 3.01 (b) further requires the trustee, LaSalle, to ‘‘furnish, or cause to be furnished, to . . . the [s]pecial [s]ervicer any powers of attorney and other documents necessary or appropriate to enable . . . the [s]pecial [s]ervicer . . . to carry out its servicing and administrative duties . . . .’’ Section 3.02 of the pooling agreement requires J.E. Robert to ‘‘make reasonable efforts to collect all payments called for under the terms and provisions of the [m]ortgage [l]oans . . . .’’ The pooling agreement specifically addresses J.E. Robert’s right as special servicer to enforce a mortgage by fore- closure. Section 3.09 (a) of the pooling agreement pro- vides that the special servicer ‘‘shall . . . exercise reasonable efforts . . . to foreclose upon or otherwise comparably convert . . . the ownership of property securing such [m]ortgage [l]oans . . . as come into and continue in default’’; and § 3.09 (g) provides that the special servicer ‘‘shall have the right to determine . . . the advisability of the maintenance of an action to obtain a deficiency judgment . . . .’’ Consistent with these broad grants of discretion, § 3.01 (d) of the pool- ing agreement explicitly provides that J.E. Robert is not an agent, but rather is an independent contractor. Cf. Second Exeter Corp. v. Epstein, 5 Conn. App. 427, 429– 30, 499 A.2d 429 (1985) (concluding that collection agent lacked standing to institute action in its own name), cert. denied, 198 Conn. 802, 502 A.2d 932 (1986). J.E. Robert’s rights, vis-á-vis foreclosure, are further under- scored in the limited power of attorney executed by LaSalle.21 These provisions clearly support the trial court’s conclusion that it was LaSalle’s intention to deliver the note to its special servicer ‘‘for the purpose of giving to the person receiving delivery the right to enforce the instrument.’’22 General Statutes § 42a-3-203 (a). These provisions further demonstrate that J.E. Robert would be a party ‘‘entitled to receive the money secured [by the note]’’ in accordance with § 49-17. Accordingly, the trial court properly concluded that J.E. Robert had standing in its own right to institute the present foreclosure action. II Next, we address the defendants’ claim that the trial court improperly granted Shaw’s motion for summary judgment. The defendants’ arguments, variously stated, all pertain to the propriety of the trial court’s finding that Signature terminated the parking agreement and its related conclusion that this conduct was a breach of the mortgage that rendered the note a full recourse obligation. We conclude that the trial court properly rendered summary judgment. As we previously noted in our recitation of facts at the outset of this opinion, various members of the Julian family owned and/or managed both Signature and 280 Atlantic. The following additional facts, as found by the trial court in its memorandum of decision granting Shaw’s motion for summary judgment not to be in dis- pute, also are relevant to our resolution of this issue. Several months after Signature mortgaged the property at 6 Shaw’s Cove to JPMorgan, an acquisition entity operated by various members of the Julian family, Julian Investments, LLC (Julian Investments), entered into negotiations to erect a Walgreens Pharmacy across the street from 6 Shaw’s Cove. In furtherance of this objective, Julian Investments purchased property at 698 Bank Street, New London, which abutted 280 Atlantic’s parking parcel. In June, 2006, 698 Bank Street, LLC, another entity owned by the Julians, entered into a seventy-five year lease with Walgreens, providing for the pharmacy to be built on a parcel that included 698 Bank Street and a significant portion of 280 Atlantic’s parking lot. In October, 2006, Signature agreed with 280 Atlantic to terminate its parking agreement as of December 31, 2006, two years before the initial seven year term was to expire. Thereafter, 280 Atlantic embod- ied that understanding in an October 5, 2006 memoran- dum addressed to Signature, which referenced Electric Boat’s decision to terminate its tenancy as of December 31, 2006.23 Signature did not obtain its lender’s consent before terminating the parking agreement, which was subject to the mortgage on the property. In March, 2007, three entities all owned by members of the Julian family—698 Bank Street, LLC, 668 Bank Street, LLC, and 280 Atlantic—entered into a boundary line agreement in order to facilitate the Walgreens lease. The Walgreens building has since been erected and is located partially on the parking parcel previously leased to Signature for use by its tenants. In light of these undisputed facts reflected by the evidence and the terms of the relevant documents, the trial court rejected the defendants’ contention that the agreement lapsed on its own terms upon Electric Boat’s termination of its lease. Ultimately, the trial court con- cluded that, by terminating the parking agreement, Sig- nature had transferred property to 280 Atlantic without first obtaining its lender’s consent in violation of § 8.2 (a) of the mortgage. The court further concluded that ‘‘Signature transferred its rights to use 280 Atlantic’s parking lot . . . to benefit an affiliated entity in secur- ing the Walgreens lease,’’ which amounted to a commin- gling of assets in violation of § 4.3 (f) of the mortgage. As a violation of either § 4.3 or § 8.2 of the mortgage rendered the nonrecourse provision of the note null and void, the court concluded that the note had been converted into a full recourse obligation. Under the applicable standard of review, our review of summary judgment rulings is plenary. Misiti, LLC v. Travelers Property Casualty Co. of America, 308 Conn. 146, 154, 61 A.3d 485 (2013). Pursuant to Practice Book § 17-49, summary judgment ‘‘shall be rendered forthwith if the pleadings, affidavits and any other proof submitted show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law.’’ ‘‘In deciding a motion for summary judgment, the trial court must view the evidence in the light most favorable to the nonmoving party. . . . The party seeking summary judgment has the burden of showing the absence of any genuine issue [of] material facts which, under applicable principles of substantive law, entitle him to a judgment as a matter of law . . . and the party opposing such a motion must provide an evidentiary foundation to demonstrate the existence of a genuine issue of material fact.’’ (Internal quotation marks omitted.) DiPietro v. Farmington Sports Arena, LLC, 306 Conn. 107, 116, 49 A.3d 951 (2012). The defendants’ principal basis for challenging the decision granting Shaw’s motion for summary judgment is the trial court’s reliance on the October 5, 2006 memo- randum from 280 Atlantic as establishing as an undis- puted fact that Signature had terminated the parking agreement. To undermine that conclusion, the defen- dants have parsed each sentence in the memorandum in isolation and offered an interpretation that they claim could support a different conclusion. They also point to testimony by Jason Julian, the author of the memo- randum, which they claim indicates that the memoran- dum was not sent to Signature. We conclude that the trial court’s reliance on this memorandum was proper.24 Reading the memorandum in its entirety for context, as is proper and necessary; see footnote 23 of this opin- ion; its plain terms lead to the inexorable conclusion that, as the trial court determined, the memorandum embodied an accord between Signature and 280 Atlantic regarding termination of the parking agreement. The plain meaning of the memorandum was reinforced by evidence relating to the agreement with Walgreens for the use of the parcel formerly used by Signature’s tenant for parking. This meaning was not cast into doubt by any other evidence.25 Jason Julian simply testified that he could not recall why the memorandum had been generated. Whether the memorandum was actually sent to Signature, a fact that the evidence does not conclu- sively establish either way, does not negate its signifi- cance as evidence of the parties’ understanding that the parking agreement had been terminated. The defendants also dispute an allegation in Shaw’s amended complaint asserting that Signature entered into a boundary line agreement with a party related to Signature and/or 280 Atlantic, which ultimately resulted in the division of the parcel subject to the parking agreement and the transfer of a portion of the parking parcel. Specifically, they contest the fact that Signature was a party to, or involved with, this boundary line agreement. We cannot see how this allegation has any bearing on the trial court’s decision granting summary judgment, as the trial court did not make a finding to that effect but, rather, concluded that various entities controlled by members of the Julian family were parties to that agreement. Accordingly, we see no need to address this claim. See Douglas v. Planning & Zoning Commission, 127 Conn. App. 87, 107, 13 A.3d 669 (2011) (declining to address issue immaterial to court’s con- clusion). The defendants additionally claim that any purported breach of § 4.3 and/or § 8.2 of the mortgage was immate- rial and, therefore, an insufficient basis to render the nonrecourse provision of the note void. We agree with the trial court, however, that the defendants appear to have conflated the conditions that give rise to the right to foreclose on the mortgage and the conditions that negate the nonrecourse provision of the note. The mort- gage enumerates numerous ‘‘Events of Default,’’ the occurrence of any one of which will permit the lender to, inter alia, initiate foreclosure proceedings. One such event as provided in § 9.1 (a) of the mortgage is failure to pay any portion of the debt within seven days after payment is due; another provided in § 9.1 (b) is the borrower’s failure to ‘‘comply in all material respects with any of the provisions of [a]rticle 8 . . . .’’ (Empha- sis added.) Shaw’s alleged the former as the default event in the present case. The note’s exculpation provi- sion, however, sets forth different conditions under which the limitation on recourse is rendered void and the note becomes a full recourse obligation. One such condition of the note as provided in § 10 (a) (i) is ‘‘a breach or default under [§] 4.3 or [§] 8.2 of the [s]ecurity [i]nstrument . . . .’’ Neither this condition of the note nor the sections of the mortgage referred to therein require such a breach to be material. Thus, although material noncompliance with any provision in article 8 of the mortgage, including § 8.2, could be a basis both to foreclose on the mortgage and to void the nonrecourse provision of the note, such material noncompliance need not be established for both events to occur. Rather, the right to foreclose arises upon the occurrence of any event of default, whereas a full recourse obligation arises upon any violation of the exculpation provision of the note. In the absence of plain language imposing a materiality requirement onto this term of the note, we cannot engraft one where it does not exist.26 In one final argument, the defendants claim that the trial court improperly failed to consider evidence put forth by the defendants in their cross motion for sum- mary judgment. We are not persuaded. The record reveals the following additional procedural history rele- v