Opinion
No. 095027372
December 1, 2010
MEMORANDUM OF DECISION
The issue raised by the defendant Trustees of Columbia University in the City of New York (Columbia University) is whether the plaintiff's complaint sufficiently alleges facts supporting his legal conclusion that Columbia University owed him a contractual obligation to insure defendant Stamford's Hospital's payment of his salary through the end of his contract term with that hospital. Because the contract on which the plaintiff's claim is based is attached to and incorporated into his complaint, and because that contract unambiguously does not provide for such an obligation by Columbia University, the court grants the motion to strike.
On August 26, 2009, the plaintiff, Li Poa, brought this action against the defendants The Stamford Hospital (Stamford Hospital) and Columbia University. In the second count of Poa's revised complaint, the sole count at issue, he alleges a breach of contract against both defendants. The facts alleged are as follows. Poa is a cardiothoracic surgeon who possesses extensive experience in modern heart surgery procedures. Stamford Hospital is a healthcare facility and a teaching affiliate of the Columbia University College of Physicians and Surgeons (medical college), which is operated by Columbia University. On August 1, 2007, Poa accepted an offer from Stamford Hospital and Columbia University to be the chief of cardiac surgery at Stamford Hospital and, concurrently, a clinical faculty member at the medical college. The terms of their agreement were memorialized, in part, in a writing (primary agreement) printed on the letterhead of the medical college and signed by three people: the chief executive officer of Stamford Hospital, the chief of cardiac surgery at the medical college, and Poa. The primary agreement provides that Poa will be employed for five years beginning August 1, 2007, and ending July 31, 2012, at an annual salary of $1,100,000. Of significance is the fifth paragraph, which states that in the event Poa is terminated without "cause" by "either employing institution" prior to the end of that period, his salary will continue to be paid on a month to month basis until the period ends.
The primary agreement, so referenced by the parties in the writing itself, is attached to the revised complaint as Exhibit A. Although the primary agreement also refers to an "individual agreement" between Poa and Columbia University, it is neither discussed in the revised complaint nor attached as an exhibit. Neither party suggests that it is relevant to the issue before the court.
Although Poa commenced his employment and performed his duties in accordance with the terms of the parties' agreement, Stamford Hospital and Columbia University allegedly terminated him without cause on May 4, 2009. Poa claims that Stamford Hospital repudiated its contractual obligation to pay his salary through the end of his employment term. Poa also alleges that Columbia University repudiated its contractual obligation by failing to insure Stamford Hospital's payment of his salary through the end of his term. He seeks damages, interest, costs and any further relief deemed appropriate by the court.
Pursuant to Practice Book § 10-39, Columbia University filed a motion to strike the allegations of the second count, insofar as they are directed against it, on the ground that those allegations do not constitute a legally sufficient breach of contract action.
Practice Book § 10-39 provides in relevant part: "Whenever any party wishes to contest . . . the legal sufficiency of the allegations of any complaint . . . or of any one or more counts thereof, to state a claim upon which relief can be granted . . . that party may do so by filing a motion to strike the contested pleading or part thereof." "It is fundamental that in determining the sufficiency of a complaint challenged by a defendant's motion to strike, all well-pleaded facts and those facts necessarily implied from the allegations are taken as admitted." (Internal quotation marks omitted.) Connecticut Coalition for Justice in Education Funding, Inc. v. Rell, 295 Conn. 240, 252-53, 990 A.2d 206 (2010). "In ruling on a motion to strike, the court is limited to the facts alleged in the complaint." (Internal quotation marks omitted.) Faulkner v. United Technologies Corp., 240 Conn. 576, 580, 693 A.2d 293 (1997). Moreover, the court must "construe the complaint in the manner most favorable to sustaining its legal sufficiency." (Internal quotation marks omitted.) American Progressive Life Health Ins. Co. of New York v. Better Benefits, LLC, 292 Conn. 111, 120, 971 A.2d 17 (2009).
Columbia University argues that the allegations in the second count should be stricken, insofaras as they are directed against it, because those allegations do not constitute a legally sufficient breach of contract action. Specifically, Columbia University contends that the express language in the fifth paragraph of the primary agreement unambiguously does not obligate it to insure that Stamford Hospital continues to pay Poa's salary. This paragraph, which is incorporated into the revised complaint as an exhibit, states: "If you are terminated without `Cause' (as defined below) by either employing institution prior to the end date of the Employment Period, your salary at the time of termination through the end of the term will be paid out on a month to month basis, funded by Stamford Hospital, but without accompanying benefits, and Columbia University shall have no further responsibility for your salary." Poa, however, interprets this provision as expressly conditioning Columbia University's disclaimer upon Stamford Hospital making the salary continuation payments. He also contests that the substance of the parties' agreement cannot be decided in a motion to strike because there exists a factual dispute as to the agreement itself. Finally, Poa argues that the court should not accept Columbia University's interpretation of the terms because it would contravene "the important public policy of protecting an employee's right to wages."
Poa purports to state breach of contract claims against both Stamford Hospital and Columbia University in the second count. Although some of the language in the motion to strike suggests that Columbia University seeks to strike the entire second count, the ground provided in the motion and the arguments presented in the memorandum make it clear that it seeks to strike the second count only as it pertains to Columbia University. "A motion to strike that lacks specificity, but adequately submits the material issue to the court, however, is sufficient . . ." North Park Mortgage Services, Inc. v. Pinette, 27 Conn.App. 628, 630, 608 A.2d 714 (1992). Moreover, where a complaint combines, in a single count, more than one cause of action against more than one defendant, a defendant may properly move to strike a cause of action insofar as it pertains to that particular defendant. See Rowe v. Godou, 209 Conn. 273, 279 n. 9, 550 A.2d 1073 (1988).
Although it is "improper for the court to consider material outside of the pleading that is being challenged by the motion [to strike] . . . [a] complaint includes all exhibits attached thereto." (Citations omitted; internal quotation marks omitted.) Tracy v. New Milford Public Schools, 101 Conn.App. 560, 566, 922 A.2d 280, cert. denied, 284 Conn. 910, 931 A.2d 935 (2007); see also Practice Book § 10-29(a).
Connecticut subscribes to the "four corners" doctrine of contract interpretation which provides that "unambiguous contract provisions are to be given their plain meaning without reference to evidence outside the four corners of the agreement." (Internal quotation marks omitted.) Levine v. Massey, 232 Conn. 272, 278 n. 7, 654 A.2d 737 (1995). "It is the general rule that a contract is to be interpreted according to the intent expressed in its language and not by an intent the court may believe existed in the minds of the parties . . . [Thus] [t]he circumstances surrounding the making of the contract, the purposes which the parties sought to accomplish and their motives cannot prove an intent contrary to the plain meaning of the language used." (Citations omitted; internal quotation marks omitted.) Id., 278-79. "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." (Internal quotation marks omitted.) Fusco v. Fusco, 266 Conn. 649, 655, 835 A.2d 6 (2003).
"Contract language is unambiguous when it has a definite and precise meaning . . . concerning which there is no reasonable basis for a difference of opinion . . ." (Internal quotation marks omitted.) Levine v. Advest, Inc., 244 Conn. 732, 746, 714 A.2d 649 (1998). In contrast, "[i]f the language of the contract is susceptible to more than one reasonable interpretation, the contract is ambiguous." United Illuminating Co. v. Wisvest-Connecticut, LLC, 259 Conn. 665, 671, 791 A.2d 546 (2002). "The contract must be viewed in its entirety, with each provision read in light of the other provisions . . . and every provision must be given effect if it is possible to do so." (Citation omitted.) United Illuminating Co. v. Wisvest-Connecticut, LLC, supra, 671.
The issue before the court is whether Poa has failed to allege a legally sufficient breach of contract action because the primary agreement unambiguously does not obligate Columbia University to insure Stamford Hospital's payment of his salary through the end of his employment period. The court determines that the primary agreement, unambiguously, does not provide for such a duty. Specifically, the fifth paragraph states that in the event Poa is terminated without cause, "Columbia University shall have no further responsibility" for his salary. Notwithstanding this definitive language, Poa maintains that Columbia University is required to insure that he receives it. The fifth paragraph, however, expressly provides that to the extent Poa is entitled to this money, it "will be paid out on a month to month basis, funded by Stamford Hospital." Poa's attempt to shift responsibility for the payments onto Columbia University is contrary to the plain terms of the agreement.
"The elements of a breach of contract action are the formation of an agreement, performance by one party, breach of the agreement by the other party and damages." (Internal quotation marks omitted.) Keller v. Beckenstein, 117 Conn.App. 550, 558, 979 A.2d 1055, cert. denied, 294 Conn. 913, 983 A.2d 274 (2009).
The court rejects Poa's argument that the presence of the conjunction "and" immediately preceding the clause "Columbia University shall have no further responsibility for your salary" conditions that clause upon Stamford Hospital's fulfillment of its duty to pay. As a basic rule of English grammar, "and" is "used as a function word to indicate connection or addition . . ." Webster's Seventh New Collegiate Dictionary (1971). Accordingly, in the fifth paragraph, Poa's termination without cause is a condition precedent to both Columbia University's and Stamford Hospital's consequent obligations. In other words, the conjunction "and," as it is used in the fifth paragraph, signals that in the event Poa is terminated without cause, the result is that Columbia University has no further responsibility for Poa's salary, in addition to the other result, namely, that Stamford Hospital assumes responsibility to pay.
"We ordinarily look to the dictionary definition of a word to ascertain its commonly approved usage." Garcia v. Hartford, 292 Conn. 334, 345, 972 A.2d 706 (2009).
Poa's strained interpretation is not reasonable in view of the absence of clear language supporting his position. Nowhere in the fifth paragraph or the rest of the primary agreement is there language stating that Columbia University may disclaim responsibility for Poa's salary only on the condition that Stamford Hospital fulfills its contractual duty. Nor is there any language requiring Columbia University to "insure" Poa against Stamford Hospital's failure to make the salary payments. "A court will not torture words to import ambiguity . . ." (Internal quotation marks omitted.) Fusco v. Fusco, supra, 266 Conn. 654. To construe the fifth paragraph in Poa's favor would require the court to conjure up terms that do not appear in the contract. This the court may not do. "A term not expressly included will not be read into a contract unless it arises by necessary implication from the provisions of the instrument." (Emphasis added; internal quotation marks omitted.) Heyman v. CBS, Inc., CT Page 23334 178 Conn. 215, 227, 423 A.2d 887 (1979). No such implication arises. Therefore, the court holds that the primary agreement, unambiguously, does not require Columbia University to insure that Stamford Hospital meets its salary obligation to Poa.
Poa also contends on procedural grounds that because there exists a factual dispute as to the parties' agreement, this issue may not be decided in a motion to strike. This position is without merit. "Although ordinarily the question of contractual intent presents a question of fact for the ultimate fact finder, where the language is clear and unambiguous it becomes a question of law for the court." Water Way Properties v. Colt's Mfg. Co., 230 Conn. 660, 667, 646 A.2d 143 (1994); see also Donar v. King Associates, Inc., 67 Conn.App. 346, 350, 786 A.2d 1256 (2001) (affirming trial court's grant of motion to strike counterclaim on ground that claim of contractual obligation was unsupported by "[the] definitive contract language"). Moreover, "[a] motion to strike is properly granted if the complaint alleges mere conclusions of law that are unsupported by the facts alleged." Novametrix Medical Systems, Inc. v. BOC Groups, Inc., 224 Conn. 210, 215, 618 A.2d 25 (1992). Because Poa incorporates the terms of the primary agreement into his pleadings, and because they are unambiguous, the court may rely on it to determine whether he has alleged, beyond a legal conclusion, that Columbia University breached the primary agreement.
Also without merit is Poa's contention that Columbia University's interpretation of the primary agreement contravenes the public policy of protecting an employee's right to wages. While Connecticut has enacted a wage claim statute providing a statutory remedy to employees whose employers fail to pay wages, the primary agreement, as correctly interpreted by Columbia University, does not withhold from Poa any salary to which he is lawfully entitled. It merely specifies that in the event Poa is terminated without cause, Stamford Hospital, and not Columbia University, is responsible for the remainder of his promised salary.
General Statutes § 31-72 provides, in relevant part: "When any employer fails to pay an employee wages . . . such employee . . . may recover, in a civil action, twice the full amount of such wages, with costs and such reasonable attorneys fees as may be allowed by the court . . ."
Under the facts alleged in the second count of the revised complaint, Columbia University is not required to insure that Stamford Hospital pay Poa's salary through the end of his employment period. Consequently, Poa fails to allege beyond a legal conclusion that Columbia University breached the primary agreement. For this reason, the court grants the motion to strike