Opinion
LLICV116005543S.
12-20-2012
Stephen ALEXSON v. MOUNTAINDALE CONDOMINIUM ASSOCIATION, INC. et al.
UNPUBLISHED OPINION
JOHN A. DANAHER III, J.
By motion filed October 3, 2012, the defendant, Mountaindale Condominium Association, Inc. (" Mountaindale"), moved for summary judgment as to count one of the plaintiff's complaint. The plaintiff, Stephen Alexson, objected to the motion on October 15, 2012. Mountaindale filed a reply memorandum on October 19, 2012. This matter came before the court and was heard on November 13, 2012. The motion for summary judgment is denied.
I
FACTUAL AND PROCEDURAL BACKGROUND
Count one of the plaintiff's complaint alleges breach of contract by Mountaindale. According to the complaint, the plaintiff, a contractor, entered into a landscaping contract (" the contract") with Mountaindale on or about February 29, 2008. The contract, allegedly drafted by Mountaindale, calls upon the plaintiff to provide landscaping services to Mountaindale for a period of three years. The plaintiff claims that on January 12, 2010, Mountaindale stated that it was terminating the contract at the end of the 2009 calendar year.
The second and third counts are directed at defendant G & W Management and are not the subject of the motion for summary judgment. The plaintiff alleges that G & W Management is the property management company for Mountaindale.
II
DEFENDANT'S POSITION
Mountaindale moves for judgment in its favor, arguing that there are no genuine issues of material fact in that the contract clearly and unambiguously provides for its termination, and the contract was terminated in accordance with that provision. Mountaindale relies upon paragraph six of the contract which states: " Termination of Contract. The Owner as well as the Contractor herein agrees [sic] to provide not less than sixty (60) days notice of termination or resignation. The Contractor does hereby agree to be held responsible for damages occurring becoming [sic] of his failure to provide proper termination notice."
Mountaindale supports its motion with a copy of the contract and a letter dated January 12, 2010, advising the plaintiff that Mountaindale's executive board voted to terminate the contract. The letter, relying on paragraph six of the contract, stated that its purpose was to serve as sixty days' notice of termination. The motion is also supported with excerpts from the plaintiff's deposition transcript, which reveal that the plaintiff was asked if, under the terms of paragraph six of the contract, either party " could terminate this contract with 60 days' notice, right?" The plaintiff replied, " I guess by what that paragraph says, I guess."
III
PLAINTIFF'S POSITION
The plaintiff opposes the motion for summary judgment, asserting that there exist genuine issues of material fact with regard to the interpretation of the contract. The plaintiff supports his objection with his own affidavit. Therein, the plaintiff asserts that co-defendant G & W Management prepared the contract and, when the plaintiff signed the contract, it was not his belief that the contract was terminable at will. " I believed, and still believe, that the contract was to last a full three years." Pl.'s Aff. ¶ 5.
The plaintiff contends that the contract contains conflicting and inconsistent clauses that cannot be reconciled, thus precluding the entry of summary judgment. In particular, the plaintiff focuses on paragraph three of the contract which states: " Terms of the Contract. The contract shall be for three (3) years 2008, 2009 & 2010. To be paid in 10 equal installments each season starting March for each consecutive month through December."
The plaintiff argues that when a contract contains two irreconcilable provisions, the interpretation of the contract language becomes a question of fact. The plaintiff further contends that ambiguities must be construed against the drafter, which, according to the plaintiff, is G & W Management acting as agent for Mountaindale.
See note 1, supra.
IV
DISCUSSION
A
Summary Judgment Standard
Summary judgment is appropriate if the pleadings, affidavits, and other proof submitted show that there are no genuine issues as to material fact and that the moving party is entitled to judgment as a matter of law. Practice Book § 17-49. " 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 moving for summary judgment has the burden of showing the absence of any genuine issue of material fact and that the party is, therefore, entitled to judgment as a matter of law." (Internal quotation marks omitted.) Boyne v. Glastonbury, 110 Conn.App. 591, 595-96, 955 A.2d 645, cert. denied, 289 Conn. 947, 959 A.2d 1011 (2008). " [A] party opposing summary judgment must substantiate its adverse claim by showing that there is a genuine issue of material fact together with the evidence disclosing the existence of such an issue." (Internal quotation marks omitted.) Id., at 596.
" The facts at issue [in the context of summary judgment] are those alleged in the pleadings." (Internal quotation marks omitted .) Arnone v. Connecticut Light & Power Co., 90 Conn.App. 188, 193, 878 A.2d 347 (2005). " A material fact is a fact which will make a difference in the result of the case ... [I]ssue-finding, rather than issue-determination, is the key to the procedure ... [T]he trial court does not sit as the trier of fact when ruling on a motion for summary judgment ... [Its] function is not to decide issues of material fact, but rather to determine whether any such issues exist." (Internal quotation marks omitted.) Keller v. Beckenstein, 117 Conn.App. 550, 557-58, 979 A.2d 1055, cert. denied, 294 Conn. 913, 983 A.2d 274 (2009).
" The courts hold the movant to a strict standard. To satisfy his burden the movant must make a showing that it is quite clear what the truth is, and that excludes any real doubt as to the existence of any genuine issue of material fact ... When documents submitted in support of a motion for summary judgment fail to establish that there is no genuine issue of material fact, the nonmoving party has no obligation to submit documents establishing the existence of such an issue ... Once the moving party has met its burden, however, the opposing party must present evidence that demonstrates the existence of some disputed factual issue ... It is not enough, however, for the opposing party merely to assert the existence of such a disputed issue. Mere assertions of fact ... are insufficient to establish the existence of a material fact and, therefore, cannot refute evidence properly presented to the court under Practice Book § [17-45]." (Internal quotation marks omitted.) Zielinski v. Kotsoris, 279 Conn. 312, 318-19, 901 A.2d 1207 (2006). " Only evidence that would be admissible at trial may be used to support or oppose a motion for summary judgment." Home Ins. Co. v. Aetna Life & Casualty Co., 235 Conn. 185, 202-03, 663 A.2d 1001 (1995).
B
Analysis
In order to address the claims of both parties, it is necessary to review the applicable rules of contract interpretation. " Although ordinarily the question of contract interpretation, being a question of the parties' intent, is a question of fact ... [w]here there is definitive contract language, the determination of what the parties intended by their contractual communications is a question of law ... In giving meaning to the terms of a contract, the court should construe the agreement as a whole, and its relevant provisions are to be considered together ... The contract must be construed to give effect to the intent of the contracting parties ... This intent must be determined from the language of the instrument and not from any intention either of the parties may have secretly entertained ... [I]ntent ... is to be ascertained by a fair and reasonable construction of the written words and ... the language used must be accorded its common, natural, and ordinary meaning and usage where it can be sensibly applied to the subject matter of the contract ... [Where] ... there is clear and definitive contract language, the scope and meaning of that language is not a question of fact but a question of law." (Citations omitted; internal quotation marks omitted.) Schwartz v. Family Dental Group, P.C., 106 Conn.App. 765, 771, 943 A.2d 1122, cert. denied, 288 Conn. 911, 954 A.2d 184 (2008).
The question of whether a contract includes an ambiguity requiring the court to look beyond the four corners of the contract is also governed by well-established principles. " Where the language of the contract is clear and unambiguous, the contract is to be given effect according to its terms. A court will not torture words to import ambiguity where the ordinary meaning leaves no room for ambiguity ... Similarly, any ambiguity in a contract must emanate from the language used in the contract rather than from one party's subjective perception of the terms ... [T]he mere fact that the parties advance different interpretations of the language in question does not necessitate a conclusion that the language is ambiguous ... [I]n construing contracts, we give effect to all the language included therein, as the law of contract interpretation ... militates against interpreting a contract in a way that renders a provision superfluous ... If a contract is unambiguous within its four corners, intent of the parties is a question of law ... When the language of a contract is ambiguous, the determination of the parties' intent is a question of fact ..." (Internal quotation marks omitted.) McCarthy v. Chromium Process Co., 127 Conn.App. 324, 330, 13 A.3d 715 (2011). " When there is ambiguity, [the court] must construe contractual terms against the drafter." (Internal quotation marks omitted.) Cameron v. Avonridge, Inc., 3 Conn.App. 230, 233, 486 A.2d 661 (1985).
In Dainty Rubbish Service, Inc. v. Beacon Hill Ass'n, Inc., 32 Conn.App. 530, 630 A.2d 115 (1993), the Appellate Court considered a contract dispute regarding a termination provision in the contract. While one paragraph of the contract provided that it was a five year contract, a separate paragraph on another page addressed the matter of renewal and termination. Id., at 532. The plaintiff argued that the contract was for five years and automatically renewable each year thereafter unless terminated by the defendant on sixty days' notice prior to any anniversary date, beginning the first year after the five-year term. Id. In contrast, the defendant argued " that the contract was terminable any year by a sixty day notice of termination." Id.
The Appellate Court began its analysis with an inquiry into whether, in fact, the terms of the contract were actually ambiguous. Id., at 533. The court concluded that the language in each clause was sufficiently clear and found that " the issue before the trial court was not the interpretation of ambiguous language, but rather, the construction of a contract containing inconsistent or conflicting clauses." Id., at 533-34. The Appellate Court found that, by " treating the issue as one of ambiguity, the trial court rendered meaningless the clause providing that the plaintiff's services were to continue ‘ for a period of five (5) years.’ " Id., at 534. The court rejected an interpretation of the contract which would have rendered one clause meaningless while giving full force and effect to a conflicting clause. Id. The court concluded that the plaintiff's interpretation of the contract was a reasonable construction, and found that the contract was a five-year agreement that could only, thereafter, be terminated upon sixty days' notice.
In the present case, unlike in Dainty Rubbish, the contract includes both ambiguous language and inconsistent clauses. According to Mountaindale, because no contractual provision should be deemed meaningless, the court should reconcile paragraphs three and six by concluding that the two paragraphs do not conflict. Mountaindale concludes that the contract was for three years, subject to termination, apparently at any time and without cause, on sixty days' notice.
The construction of the contract, however, is not as simple as Mountaindale contends. The court notes, first, that the paragraphs at issue are not cross-referenced. Specifically, paragraph three makes no reference to any means of termination and paragraph six makes no reference to the parties' obligation to carry out the contract for a period of three years. If the court were to accept Mountaindale's view that this is an at-will contract, subject to termination on sixty days' notice at any time and in the absence of any cause, then either party, theoretically, could have filed a notice of termination the day after the contract was signed. Such an interpretation would render the three year provision virtually meaningless.
The court finds that paragraph six includes language that is, at best, ambiguous, to wit: " The contractor does hereby agree to be held responsible for damages occurring becoming [sic] of his failure to provide proper termination notice."
Mountaindale asserts that it had the right to terminate the contract at any time. The plaintiff on the other hand, asserts that it was his belief, upon entering into the contract, that the contract was not terminable at-will and would not be terminated in less than three years. The conflict between the parties involves a factual dispute that cannot be resolved on a motion for summary judgment.
Mountaindale's reliance on the plaintiff's deposition testimony is misplaced. A fair reading of the deposition transcript reveals that the plaintiff did not agree with Mountaindale's interpretation of the terms of the contract. Def's Mem., Ex. C at 22. At most, the plaintiff simply agreed with Mountaindale that paragraph six of the contract literally provides for termination on sixty days' notice. It is clear that paragraph six does so provide. However, the deposition transcript does not reflect an agreement by the plaintiff that the contract was subject to termination in less than three years, that it could be terminated without cause, or that paragraphs three and six can be reconciled without resort to parole evidence.
Parole evidence is required in order to determine the parties' intent regarding the terms of the contract. In order to ascertain intent, it is necessary to " consider not only the language used in the contract but also the circumstances surrounding the making of the contract, the motives of the parties and the purposes which they sought to accomplish." Connecticut Co. v. Division 425, 147 Conn. 608, 616, 164 A.2d 413 (1960).
The arguments advanced by Mountaindale in its brief and at oral argument cannot prevail. This court is required to view the evidence in the light most favorable to the plaintiff. The court's responsibility is to identify, not resolve, disputed issues of material fact, and the court is required to hold the movant to a strict standard. In his affidavit, the plaintiff asserts that G & W Management drafted the contract. The allegations set forth in that affidavit and in the complaint combine to compel the conclusion that G & W Management was acting as agent for Mountaindale when it drafted the contract. See Beckenstein v. Potter & Carrier, Inc., 191 Conn. 120, 132-33, 464 A.2d 6 (1983). Mountaindale does not dispute this conclusion. As has been stated, ambiguities must be construed against the drafter of the contract, not only in evaluating a motion for summary judgment, but also in the course of interpreting the contract. Ramirez v. Health Net of the Northeast, Inc., 285 Conn. 1, 13-14, 938 A.2d 576 (2008).
The application of all of the foregoing principles mandates the conclusion that Mountaindale has not met its burden of showing the absence of any genuine issue of material fact. Mountaindale, therefore, is not entitled to judgment as a matter of law.
V
CONCLUSION
For all of the foregoing reasons, Mountaindale's motion for summary judgment is denied.
So ordered.