House Bill No. 7364 House Bill No. 7364 PUBLIC ACT NO. 91-324 AN ACT CONCERNING INTERNATIONAL OBLIGATIONS AND PROCEDURES. Section 1. (NEW) (a) Notwithstanding any provision of the general statutes relating to service of process, civil process shall not be served outside of the United States of America in violation of any applicable treaty or convention, including without limitation, the Hague Convention on Service of Process Abroad. (b) If service of process cannot be made under the applicable treaty or convention within sixty days, the superior court may, upon application, order service of process upon such terms as the court deems reasonably calculated to give the defendant actual notice of the proceedings in sufficient time to enable the defendant to defend. Sec. 2. (NEW) (a) If an applicable treaty or convention including, but not limited to, the Hague Convention on the Taking of Evidence Abroad, provides for discovery outside the United States of America, the discovery methods agreed to in such treaty or convention shall be employed. (b) If an applicable treaty or convention renders discovery inadequate or inequitable but does not prohibit additional discovery, the superior court may, upon application, order additional discovery under such terms and conditions as the court deems just and equitable. Sec. 3. Section 51-88 of the general statutes is repealed and the following is substituted in lieu thereof: (a) A person who has not been admitted as an attorney under the provisions of section 51-80 shall not: (1) Practice law or appear as an attorney-at-law for another, in any court of record in this state, (2) make it a business to practice law, or appear as an attorney-at-law for another in any such court, (3) make it a business to solicit employment for an attorney-at-law, (4) hold himself out to the public as being entitled to practice law, (5) assume to be an attorney-at-law, (6) assume, use or advertise the title of lawyer, attorney and counselor-at-law, attorney-at-law, counselor-at-law, attorney, counselor, attorney and counselor, or an equivalent term, in such manner as to convey the impression that he is a legal practitioner of law, or (7) advertise that he, either alone or with others, owns, conducts or maintains a law office, or office or place of business of any kind for the practice of law. (b) Any person who violates any provision of this section shall be fined not more than two hundred and fifty dollars or imprisoned not more than two months or both. (c) Any person who violates any provision of this section shall be deemed in contempt of court, and the superior court shall have jurisdiction in equity upon the petition of any member of the bar of this state in good standing or upon its own motion to restrain such violation. (d) The provisions of this section shall not be construed [(1)] as prohibiting: [a] (1) A town clerk from preparing or drawing deeds, mortgages, releases, certificates of change of name and trade name certificates which are to be recorded or filed in the town clerk's office in the town in which the town clerk [resides or (2) as prohibiting] HOLDS OFFICE; (2) any person from practicing law or pleading at the bar of any court of this state in his own cause; OR (3) ANY PERSON FROM ACTING AS AN AGENT OR REPRESENTATIVE FOR A PARTY IN AN INTERNATIONAL ARBITRATION AS DEFINED IN SUBSECTION (3) OF SECTION 50a-101. Sec. 4. (NEW) The judges of the superior court may make rules regulating foreign legal consultants. Sec. 5. Section 33-182a of the general statutes is repealed and the following is substituted in lieu thereof: As used in this chapter the following words shall have the meaning indicated: (1) "Professional service" means any type of service to the public which requires that members of a profession rendering such service obtain a license or other legal authorization as a condition precedent to the rendition thereof, limited to the professional services rendered by dentists, natureopaths, osteopaths, chiropractors, physicians and surgeons, doctors of dentistry, physical therapists, occupational therapists, podiatrists, optometrists, nurses, veterinarians, pharmacists, architects, professional engineers, or jointly by architects and professional engineers, landscape architects, certified public accountants and public accountants, land surveyors, psychologists and attorneys-at-law. (2) "Professional corporation" means a corporation which is organized under this chapter for the sole and specific purpose of rendering professional service and which has as its shareholders only individuals who themselves are licensed or otherwise legally authorized [within this state] to render the same professional service as the corporation. (3) "Shareholder" means the holder of any shares of the capital stock of a professional corporation. The shareholders of a professional corporation may be designated as "members" in its certificate of incorporation, bylaws and other corporate documents and may be referred to, for all purposes, as "members", whether or not so designated; and, the term "shareholder" or "shareholders", when used in the general statutes in reference to the shareholders of a professional corporation, shall include such "members". Sec. 6. Section 33-182c of the general statutes is repealed and the following is substituted in lieu thereof: (a) Any person or group of persons licensed or otherwise legally authorized to render the same professional services [within this state] may organize and become a shareholder or shareholders of a professional corporation for profit under the provisions of chapter 599, for the sole and specific purpose of rendering the same professional service. (b) PERSONS LICENSED TO RENDER THE SAME PROFESSIONAL SERVICES IN ANOTHER JURISDICTION SHALL NOT BE SHAREHOLDERS, DIRECTORS OR OFFICERS OF A PROFESSIONAL CORPORATION IF SUCH PERSONS (1) UNLAWFULLY PRACTICE THEIR PROFESSION IN THIS STATE, OR (2) DIRECT OR CONTROL ANY PERSON LICENSED TO PRACTICE SUCH PROFESSION IN THIS STATE CONCERNING THE DELIVERY OF PROFESSIONAL SERVICES OR THE EXERCISE OF PROFESSIONAL JUDGMENT. Sec. 7. Section 33-182g of the general statutes is repealed and the following is substituted in lieu thereof: No corporation organized under the provisions of this chapter may issue any of its capital stock or permit the transfer of its capital stock on its books to any one other than a person [who is licensed or otherwise legally authorized to render the same specific professional services as those for which the corporation was incorporated] SPECIFIED IN SECTION 33-182c, AS AMENDED BY SECTION 6 OF THIS ACT, or the personal representative or estate of a deceased or legally incompetent shareholder. No shareholder of a corporation organized under this chapter shall enter into a voting trust agreement or any other type of agreement vesting another person, other than one [who is licensed or otherwise legally authorized to render the same specific professional services as those for which the corporation was incorporated] SPECIFIED IN SECTION 33-182c, AS AMENDED BY SECTION 6 OF THIS ACT, with the authority to exercise the voting power of any or all of his stock. When the failure of a corporation to comply with this section is brought to the attention of the office of the secretary of the state, said secretary forthwith shall certify that fact to the attorney general for appropriate action to dissolve the corporation. Sec. 8. (NEW) A foreign professional corporation transacting business in this state shall obtain a certificate of authority pursuant to section 33-396 of the general statutes. Sec. 9. Subsection (2) of section 50a-101 of the general statutes is repealed and the following is substituted in lieu thereof: (2) The provisions of this chapter, except sections 50a-108, 50a-109, 50a-135 and 50a-136, apply only [to arbitration agreements entered into on or after October 1, 1989, and] if the place of arbitration is in this state. Sec. 10. (NEW) Sections 11 to 13, inclusive, of this act may be cited as the Conflict of Jurisdictions Model Law. Sec. 11. (NEW) (a) In cases where two or more proceedings arising out of the same transaction or occurrence were pending, the courts of this state shall enforce in accordance with the provisions of chapter 861 of the general statutes the judgments of any of such courts only if application for designation of an adjudicating forum was timely made to the first known court of competent jurisdiction where such a proceeding was commenced, or to the adjudicating forum after its selection, or to any court of competent jurisdiction if the foregoing courts were not courts of competent jurisdiction. (b) An application for designation of an adjudicating forum is timely if made within six months of reasonable notice of two such proceedings, or of reasonable notice of the selection of an adjudicating forum. (c) The determination of the adjudicating forum is binding for the purpose of enforcement of judgments in this state upon any person served with notice of an application to designate. The courts of this state shall enforce the judgments of the designated adjudicating forum in accordance with the provisions of chapter 861 of the general statutes. The selection of the adjudicating forum shall be accorded presumptive validity in this state if the written decision determining the adjudicating forum evaluated the substance of the factors set forth in section 12 of this act. (d) Where no conclusive determination has been made by another court as provided in this section, the proper adjudicating forum shall be determined in accordance with sections 12 and 13 of this act by the courts of this state requested to enforce the judgment. Sec. 12. (NEW) A determination of the adjudicating forum shall be made in consideration of the following factors: (1) The interests of justice among the parties and of world-wide justice; (2) The public policies of the countries having jurisdiction of the dispute, including the interest of the affected courts in having proceedings take place in their respective forums; (3) The place of occurrence, and of any effects, of the transaction or occurrence out of which the dispute arose; (4) The nationality of the parties; (5) Substantive law likely to be applicable and the relative familiarity of the affected courts with that law; (6) The availability of a remedy and the forum likely to render the most complete relief; (7) The impact of the litigation on the judicial systems of the courts involved, and the likelihood of prompt adjudication in the court selected; (8) Location of witnesses and availability of compulsory process; (9) Location of documents and other evidence and ease or difficulty associated with obtaining, reviewing or transporting such evidence; (10) Place of first filing and connection of such place to the dispute; (11) The ability of the designated forum to obtain jurisdiction over the persons and property that are the subject of the proceedings; (12) Whether designation of an adjudicating forum is a superior method to parallel proceedings in adjudicating the dispute; (13) The nature and extent of litigation that has proceeded over the dispute and whether a designation of an adjudicating forum will unduly delay or prejudice the adjudication of the rights of the original parties; and (14) A realigned plaintiff's choice of forum should rarely be disturbed. Sec. 13. (NEW) (a) The court may consider any evidence admissible in the adjudicating forum or other court of competent jurisdiction, including but not limited to: (1) Affidavits or declarations; (2) Treaties to which the state of either forum is a party; (3) Principles of customary international law; (4) Testimony of fact or expert witnesses; (5) Diplomatic notes or amicus submissions from the state of the adjudicating forum or other court of competent jurisdiction; and (6) Statements of public policy by the state of the adjudicating forum or other court of competent jurisdiction set forth in legislation, executive or administrative action, learned treatises, or participation in intergovernmental organizations. (b) Reasonable written notice shall be given by any party seeking to raise an issue concerning the law of a forum of competent jurisdiction other than the adjudicating forum. In deciding questions of the law of another forum, the court may consider any relevant material or source, including testimony, whether or not admissible. Sec. 14. (NEW) (a) (1) A person who desires to perpetuate testimony regarding any matter that may be cognizable in the superior court may file a verified petition in the superior court for the judicial district of the residence of any expected adverse party. The petition shall be entitled in the name of the petitioner and shall show: (A) That the petitioner expects to be a party to an action cognizable in the superior court but is presently unable to bring it or cause it to be brought, (B) the subject matter of the expected action and the petitioner's interest therein, (C) the facts which the petitioner desires to establish by the proposed testimony and the reasons for desiring to perpetuate it, (D) the names or a description of the persons the petitioner expects will be adverse parties and their addresses so far as known, and (E) the names and addresses of the persons to be examined and the substance of the testimony which the petitioner expects to elicit from each, and shall ask for an order authorizing the petitioner to take the depositions of the persons to be examined named in the petition, for the purpose of perpetuating their testimony. (2) The petitioner shall thereafter serve a notice upon each person named in the petition as an expected adverse party, together with a copy of the petition, stating that the petitioner will apply to the court, at a time and place named therein, for the order described in the petition. At least twenty days before the date of hearing the notice shall be served in the manner provided by section 52-57 of the general statutes; but if such service cannot with due diligence be made upon any expected adverse party named in the petition, the court may make such order as is just for service by publication or otherwise, and shall appoint, for persons not served in the manner provided by section 52-57 of the general statutes, an attorney who shall represent them, and, in case they are not otherwise represented, shall cross-examine the deponent. (3) If the court is satisfied that the perpetuation of the testimony may prevent a failure or delay of justice, it shall make an order designating or describing the persons whose depositions may be taken and specifying the subject matter of the examination and whether the depositions shall be taken upon oral examination or written interrogatories. The depositions may then be taken in accordance with this section; and the court may make orders for the production of documents and things and the entry upon land for inspection and other purposes, and for the physical or mental examination of persons. For the purpose of applying this section to depositions for perpetuating testimony, each reference in this section to the court in which the action is pending shall be deemed to refer to the court in which the petition for such deposition was filed. (4) If a deposition to perpetuate testimony is taken under this section, it may be used in any action involving the same subject matter subsequently brought in the superior court. (b) If an appeal has been taken from a judgment of the superior court or before the taking of an appeal if the time therefor has not expired, the superior court in which the judgment was rendered may allow the taking of the depositions of witnesses to perpetuate their testimony for use in the event of further proceedings in the appellate or supreme court. In such case the party who desires to perpetuate the testimony may make a motion in the superior court for leave to take the depositions, upon the same notice and service thereof as if the action was pending in the superior court. The motion shall show (1) the names and addresses of persons to be examined and the substance of the testimony which the party expects to elicit from each; and (2) the reasons for perpetuating their testimony. If the court finds that the perpetuation of the testimony is proper to avoid a failure or delay of justice, it may make an order allowing the depositions to be taken and may make orders for the production of documents and things and the entry upon land for inspection and other purposes, and for the physical or mental examination of persons, and thereupon the depositions may be taken and used in the same manner and under the same conditions as are prescribed in this section for depositions taken in actions pending in the superior court.