Rund v. Melillo

772 A.2d 774, 63 Conn. App. 216, 2001 Conn. App. LEXIS 214
CourtConnecticut Appellate Court
DecidedMay 1, 2001
DocketAC 20200
StatusPublished
Cited by23 cases

This text of 772 A.2d 774 (Rund v. Melillo) is published on Counsel Stack Legal Research, covering Connecticut Appellate Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Rund v. Melillo, 772 A.2d 774, 63 Conn. App. 216, 2001 Conn. App. LEXIS 214 (Colo. Ct. App. 2001).

Opinion

Opinion

SCHALLER, J.

The defendant Michael Melillo appeals from the judgment of the trial court, rendered after a trial to the court, in favor of the plaintiffs, William Rund and Professional Ventures, Inc. (Professional), in this breach of contract action. On appeal, Melillo claims that the court improperly (1) determined that the contract was ambiguous regarding whether the parties had bound themselves, both in an individual and corporate [218]*218capacity, to the contract and (2) concluded that sufficient evidence was produced at trial to find that the intent of the parties was to bind both the individuals and the corporations to the contract. We affirm the judgment of trial court.

The following facts and procedural history are pertinent to our disposition of the appeal. This action stems from a dispute involving a subcontract. In April, 1997, Melillo, acting as the president of the defendant Michael’s Restoration, Inc. (Michael’s), entered into a general construction contract with Charter Oak Square, LLP (Charter Oak), the owner of an apartment building. The contract provided that Michael’s would recaulk all the exterior bay windows of the apartment building owned by Charter Oak. To execute that contract, Melillo and Michael’s entered into a subcontract with Professional and Rund, an employee of Professional. The subcontract, which was drafted by Melillo, provided that Professional and Rund would provide all the caulking services and materials outlined in the general contract and, in exchange, Michael’s or Melillo would pay them $33,000 upon completion of the work.

Subsequently, Professional and Rund completed the recaulking work on the apartment building in accordance with the subcontract. Shortly after the work was completed, Charter Oak in turn paid Michael’s $53,000 pursuant to the general contract. Nevertheless, neither Michael’s nor Melillo individually paid Professional or Rund any of the amount due under the subcontract. Consequently, Professional and Rund initiated this breach of contract action against Michael’s1 and against Melillo individually.

At trial, Melillo claimed, pursuant to his special defense, that although his corporation, Michael’s, was [219]*219a party to the subcontract, he was not personally liable on the subcontract because he had signed it only in his capacity as president. Melillo noted that the letterhead of the subcontract indicated only Michael’s name and that, after signing his name, he had printed the word “president” next to his signature. According to Rund, all four parties entered into the subcontract, and, thus, Melillo was personally hable. To support this claim, Rund pointed to two portions of the subcontract that set forth, not only the corporations’ names, but also the individuals’ names. First, he noted the heading of the subcontract, which provided as follows: “CONTRACT AGREEMENT BETWEEN MICHAEL’S RESTORATIONS, INC., MICHAEL MELILLO AND PROFESSIONAL VENTURES, INC., WILLIAM RUND.” Second, Rund pointed to the language below the two signature lines located at the bottom of the contract. Located directly below the first signature line are the names “Michael’s Restorations, Inc./Michael Melillo.” Under the second signature line are the names “Professional Ventures, Inc./William Rund.”

Because the court determined that both interpretations were reasonable, it found that the contract was ambiguous as to whether the parties bound themselves individually. Accordingly, the court heard parol evidence to determine the parties’ intent on the matter in question. After doing so, the court concluded that the parties, including Melillo, had signed the subcontract both on behalf of the corporations and in their individual capacities. The court, as a result, rendered judgment in favor of the plaintiffs against Melillo personally, as well as against Michael’s. Melillo appeals from that judgment.

I

Melillo’s first claim is that the court improperly determined that the subcontract was ambiguous regarding [220]*220whether the parties had bound themselves to the contract both in their individual and corporate capacities. We are unpersuaded.

At the outset, we note the well settled principles 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 commitments is a question of law. . . . When only one interpretation of a contract is possible, the court need not look outside the four comers of the contract.” (Internal quotation marks omitted.) Bentz v. Halsey, 54 Conn. App. 609, 616, 736 A.2d 931 (1999). On the other hand, “[w]hen an ambiguous term is at issue, the trial court can examine the extrinsic evidence to resolve the question of the parties’ intent.” (Internal quotation marks omitted.) Larson v. Jacobson, 38 Conn. App. 186, 190, 659 A.2d 753 (1995).

“Contract language is unambiguous when it has a definite and precise meaning about which there is no reasonable basis for a difference of opinion.” Paul Revere Life Ins. Co. v. Pastena, 52 Conn. App. 318, 322, 725 A.2d 996, cert. denied, 248 Conn. 917, 734 A.2d 567 (1999), citing Levine v. Advest, Inc., 244 Conn. 732, 746, 714 A.2d 649 (1998). “A court will not torture words to import ambiguity where the ordinary meaning leaves no room for ambiguity, and words do not become ambiguous simply because lawyers or laymen contend for different meanings.” (Internal quotation marks omitted.) John M. Glover Agency v. RDB Building, LLC, 60 Conn. App. 640, 645, 760 A.2d 980 (2000). With these principles in mind, we now turn to the present case.

Our review of the language of the subcontract supports the trial court’s determination that it is ambiguous as to whether the parties intended to bind themselves [221]*221individually. Both Melillo’s and Rund’s interpretations of the language are reasonable. On the one hand, Mel-illo’s interpretation that he bound only the corporation, Michael’s, and not himself, to the subcontract is reasonable in light of the fact that he printed the word “president” next to his signature. On the other hand, Rund’s interpretation that all the parties bound themselves individually, including Melillo, is also reasonable. Such an interpretation is easily inferred from the heading of the subcontract, which names all four parties to the contract. Furthermore, in that heading, Melillo’s and Rund’s individual names appear without any indication that they are acting only on behalf of the corporations. Likewise, in addition to the corporations’ names, their individual names appear below the signature lines without limitation. We conclude that the court properly determined that the subcontract was ambiguous as to whether the parties intended to bind themselves individually, and, as a result, the court was free to examine extrinsic evidence on the matter.

II

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Bluebook (online)
772 A.2d 774, 63 Conn. App. 216, 2001 Conn. App. LEXIS 214, Counsel Stack Legal Research, https://law.counselstack.com/opinion/rund-v-melillo-connappct-2001.