Yellow Book Sales & Distribution Co. v. Valle ( 2014 )

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YELLOW BOOK SALES AND DISTRIBUTION
COMPANY, INC. v. DAVE VALLE
(SC 18956)
Rogers, C. J., and Palmer, Zarella, Eveleigh, McDonald and Vertefeuille, Js.
Argued October 22, 2013—officially released February 11, 2014
Patrick L. Kenney, pro hac vice, with whom was
Jeffrey R. Babbin, for the appellant (plaintiff).
Anthony J. Natale, with whom were Shannon N.
Butler and, on the brief, Brian L. Wolinetz, for the
appellee (defendant).
Opinion
EVELEIGH, J. In this certified appeal, the plaintiff,
Yellow Book Sales and Distribution Company, Inc.,
appeals from the judgment of the Appellate Court
affirming the trial court’s grant of summary judgment
in favor of the defendant, Dave Valle.1 Yellow Book
Sales & Distribution Co. v. Valle, 133 Conn. App. 75,
84, 35 A.3d 1082 (2012). The dispositive issue in this
appeal is whether the defendant is personally obligated
under a contract with the plaintiff.2 On appeal to this
court, the plaintiff claims that the Appellate Court
should not have affirmed the trial court’s grant of sum-
mary judgment because the contract unambiguously
identified the defendant as a party in his individual
capacity and imposed a primary obligation on the defen-
dant to provide full performance, thus rendering the
statute of frauds, General Statutes § 52-550, inapplica-
ble.3 We agree with the plaintiff and, accordingly,
reverse the judgment of the Appellate Court.
The opinion of the Appellate Court sets forth the
following relevant facts and procedural history: ‘‘[The
plaintiff] is a Delaware corporation engaged in the busi-
ness of advertising. The defendant was the president
of Moving America of CT, Inc. (Moving America), and,
before that company ceased operating in 2006, entered
into [a contract] with [the plaintiff] on its behalf.
‘‘[The contract] was executed through the use of a
standard form containing the following provisions.
[Clause] 1 provides in relevant part: ‘Customer and
[p]ublisher . . . agree that [p]ublisher will publish
advertising in the [d]irectories and/or provide the
[i]nternet [s]ervices, in accordance with the terms and
conditions of this agreement. . . .’ [Clause 6 (A)] reads:
‘Customer agrees to pay the amounts listed on the
reverse side of this agreement for print advertising in
the [d]irectories and/or [i]nternet [s]ervices.’ The final
provision of the contract, [clause 15 (F)], reads: ‘The
signer of this agreement does, by his execution person-
ally and individually undertake and assume the full per-
formance hereof including payments of the amounts
due hereunder.’
‘‘The parties completed the signature provision of
this form contract [in the following manner].4 The words
‘Moving America’ appeared on the first line. A signature
reading ‘David Valle, President’ was placed on the sec-
ond line. Finally, on the third line, the words ‘David
Valle, President’ were handwritten along with the date.
‘‘On May 27, 2009, [the plaintiff] commenced the pres-
ent action against the defendant in his individual capac-
ity, pursuant to the [alleged] individual [guarantee] con-
tained within [the contract]. In its complaint, [the
plaintiff] alleged that Moving America had since dis-
solved and that the defendant was individually liable
to it for $28,808, the balance remaining unpaid on the
account, plus interest and attorney’s fees. On Septem-
ber 29, 2009, the defendant filed an answer denying the
substantive allegations of the complaint and alleging
the statute of frauds as a special defense. On October
23, 2009, [the plaintiff] filed a reply denying this special
defense. On February 1, 2010, the defendant filed a
motion for summary judgment, claiming that the impo-
sition of liability was foreclosed by the statute of frauds
as a matter of law. On April 19, 2010, [the plaintiff] filed
an objection to the defendant’s motion along with its
own cross motion for summary judgment. On May 7,
2010, the defendant filed an objection to [the plaintiff’s]
cross motion for summary judgment.
‘‘On July 23, 2010, the court issued a memorandum of
decision granting the defendant’s motion for summary
judgment. Specifically, the court concluded that [the
plaintiff] had alleged ‘[a] promise by the defendant to
answer for the debt of Moving America’ that ‘falls
squarely within’ the statute of frauds. The trial court
further concluded that the [contract] presented to it
[was] ambiguous as to whether the defendant was a
party to the contract in his individual capacity and . . .
therefore . . . unenforceable, as a matter of law, pur-
suant to the statute of frauds.’’ (Footnotes altered.)
Id., 77–79.
Thereafter, the plaintiff appealed from the judgment
of the trial court to the Appellate Court. Id., 79. On
appeal, the plaintiff ‘‘claim[ed] that the [trial] court
incorrectly concluded that (1) the [promise] alleged by
[the plaintiff] constitute[s] [an agreement] to answer
for the debt of Moving America and (2) the language
contained within the [contract] failed to satisfy the stat-
ute of frauds.’’ Id. The Appellate Court affirmed the
judgment of the trial court, concluding that the defen-
dant’s obligation was a collateral undertaking to answer
for the debt of another in case of default and that,
because the contract was ambiguous as to whether the
defendant was a party in his individual capacity, the
statute of frauds was not satisfied. Id., 80–84. This
appeal followed. See footnote 1 of this opinion.
We begin with the appropriate standard of review.
‘‘Practice Book § 17-49 provides that summary judg-
ment shall be rendered forthwith if the pleadings, affida-
vits 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 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. . . . Our review of the trial court’s decision to
grant the defendant’s motion for summary judgment is
plenary.’’ (Internal quotation marks omitted.) Can-
tonbury Heights Condominium Assn., Inc. v. Local
Land Development, LLC, 273 Conn. 724, 733, 873 A.2d
898 (2005).
The plaintiff claims that the language of the contract
at issue unequivocally identifies the defendant, in his
individual capacity, as a party to the contract. Specifi-
cally, the plaintiff relies on the language below the sig-
nature line of the contract, which reads: ‘‘[a]uthorized
[s]ignature [i]ndividually and for the [c]ompany ([r]ead
clause [15 (F)] on reverse side).’’ (Emphasis added.)
In addition, clause 15 (F) states: ‘‘The signer of this
agreement does, by his execution personally and indi-
vidually undertake and assume full performance
hereof including payments of amounts due hereunder.’’
(Emphasis added.) Finally, the plaintiff notes that
immediately above the area of the contract where the
defendant affixed his signature, the following language
appears: ‘‘This is an advertising contract between Yel-
low Book and [printed company name] and [signature].’’
The plaintiff claims that all of this language unambigu-
ously identifies the defendant, in his individual capacity,
as a party primarily liable on the contract. It further
argues that we need not reach the statute of frauds
issue if we conclude that the Appellate Court erred in
holding, as a matter of law, that the defendant was not
a co-obligor under the contract.
In response, the defendant asserts that the various
provisions of the contract, when read in conjunction,
do not unambiguously identify the defendant as a party
to the agreement in his individual capacity. The defen-
dant claims, for example, that the obligations of both
Moving America, as the ‘‘[c]ustomer,’’ and the plaintiff,
as the ‘‘[p]ublisher,’’ are fully defined multiple times
throughout the contract, while the defendant’s obliga-
tions are not. The defendant also notes that the terms
‘‘[c]ustomer’’ and ‘‘[p]ublisher’’ are always capitalized
in the contract, while the term ‘‘signer’’ is not, and
that the defendant appended his signature with the title
‘‘[p]resident.’’ The defendant claims that, on the basis
of these facts, we should affirm the judgment of the
Appellate Court. For the reasons set forth subsequently
in this opinion, we agree with the plaintiff.
In the present case, the Appellate Court concluded
that the contract was ambiguous as to whether the
defendant was a party in his individual capacity. Yellow
Book Sales & Distribution Co. v. Valle, supra, 133 Conn.
App. 83–84. In reaching this conclusion, the Appellate
Court rejected the plaintiff’s argument that the language
below the signature line and in clause 15 (F) unambigu-
ously indicate that the defendant was a party to the
contract. Id. Instead, the Appellate Court agreed with
the defendant that the addition of the word ‘‘[p]resi-
dent,’’ following the defendant’s signature, combined
with other provisions in the agreement, indicated that
the contract was only between the plaintiff and Moving
America.5 Id., 84. Having concluded that the contract
was ambiguous as to whether the defendant was a party
individually to the contract at issue, the Appellate Court
held that the statute of frauds rendered the contract
unenforceable against the defendant in his individual
capacity. Id.
To determine whether the terms of the agreement at
issue contain an ambiguity regarding the identity of the
parties, we must examine the language of the contract.
‘‘When a party asserts a claim that challenges the . . .
construction of a contract, we must first ascertain
whether the relevant language in the agreement is
ambiguous. . . . A contract is ambiguous if the intent
of the parties is not clear and certain from the language
of the contract itself. . . . Accordingly, 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. . . . When the language of a
contract is ambiguous, the determination of the parties’
intent is a question of fact . . . . Moreover, in constru-
ing contracts, we give effect to all the language included
therein, as the law of contract interpretation . . . mili-
tates against interpreting a contract in a way that ren-
ders a provision superfluous.’’ (Internal quotation
marks omitted.) O’Connor v. Waterbury, 286 Conn. 732,
743, 945 A.2d 936 (2008). ‘‘[W]here there is definitive
contract language, the determination of what the parties
intended by their contractual commitments is a ques-
tion of law.’’ (Internal quotation marks omitted.) Levine
v. Massey, 232 Conn. 272, 277–78, 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. . . . When the intention conveyed
by the terms of an agreement is clear and unambiguous,
there is no room for construction. . . . [A] court can-
not import into [an] agreement a different provision
nor can the construction of the agreement be changed
to vary the express limitations of its terms.’’ (Citations
omitted; internal quotation marks omitted.) Id., 278.
‘‘The circumstances surrounding the making of the con-
tract, the purposes which the parties sought to accom-
plish and their motives cannot prove an intent contrary
to the plain meaning of the language used. . . . It is
axiomatic that a party is entitled to rely upon its written
contract as the final integration of its rights and duties.’’
(Citation omitted; internal quotation marks omitted.)
Id., 279.
In the present case, an examination of the language
contained in the written agreement makes it apparent
that two portions of the contract, the language sur-
rounding the signature area of the contract and lan-
guage contained in clause 15 (F), are particularly
important to determining whether the defendant is a
party to the contract in his individual capacity. The
language above and below the signature area of the
contract reads as follows: ‘‘This is an advertising con-
tract between Yellow Book and [printed company
name] and [signature],’’ beneath of which is included
the legend: ‘‘[a]uthorized [s]ignature [i]ndividually and
for the [c]ompany.’’ (Emphasis added.) Clause 15 (F) of
the form contract reads: ‘‘The signer of this agreement
does, by his execution personally and individually
undertake and assume the full performance hereof
including payments of amounts due hereunder.’’
(Emphasis added.) The plain language of the contract
thus expressly identifies the individual signing the con-
tract on behalf of the customer as a party to the contract
in an individual capacity with a primary responsibility
for payment.
We do not agree with the defendant and the Appellate
Court that the fact that the defendant added the hand-
written term ‘‘[p]resident’’ to his signature created any
ambiguity in the contract as to whether the defendant
was himself a party to the contract. Although it is true
that, ‘‘where the corporation appears as the primary
signer, the almost universally accepted and reasonable
rule of construction is that where the signature is that
of the corporation, and the name or names of one or
more of its officers in their official capacity are
appended as subscribing agents . . . the corporation
will be regarded as the signer and obligor, and the
individuals will not be obligated’’; Jacobs v. Williams,
85 Conn. 215, 219, 82 A. 202 (1912); this rule of construc-
tion is not appropriate if ‘‘other language or the general
tenor of the writing indicates a contrary intent.’’ Id. In
Jacobs, this court concluded that the defendant employ-
ees who signed on behalf of their corporation had
signed only in their official capacities, primarily
because the written agreement relied upon by the plain-
tiff did not set forth any personal undertaking by the
defendants. Id., 219–20. In the present case, however,
the language appearing immediately below the defen-
dant’s signature and the language contained in clause
15 (F) state clearly that the defendant was individually
and personally responsible for the obligations set forth
in the contract.
Similarly, the provisions of the contract detailing the
rights and obligations of the plaintiff and Moving
America do not render ambiguous the plain meaning
of the contract, which clearly expresses an intent to
create a contract between three parties. Although sev-
eral clauses within the contract relate primarily to the
rights and obligations of the plaintiff and Moving
America, clause 15 (F) supplements those provisions
by explaining that the defendant, by signing on behalf
of Moving America, also assumed, in his individual
capacity, full responsibility for payment under the con-
tract.6 To construe the writings at issue as the defendant
urges would effectively read clause 15 (F) out of
existence.7
Thus, we conclude that the essential terms of the
contract between the plaintiff, the defendant, and Mov-
ing America are sufficiently identified by the written
contract, including the identity of all three parties.8 As
a result, we hold that the defendant assumed a primary
obligation to perform the contract with the plaintiff.
Put a different way, we conclude that the defendant
signed as a co-obligor and, in doing so, incurred a pri-
mary obligation, rather than a collateral one. Therefore,
we need not address the statute of frauds concerns
raised by the defendant.9
The judgment of the Appellate Court is reversed and
the case is remanded to that court with direction to
reverse the judgment of the trial court and to remand the
case to that court with direction to deny the defendant’s
motion for summary judgment and for further proceed-
ings according to law.
In this opinion the other justices concurred.
1
We granted the plaintiff’s petition for certification to appeal limited to
the following question: ‘‘Did the Appellate Court properly affirm the trial
court’s grant of summary judgment?’’ Yellow Book Sales & Distribution Co.
v. Valle, 304 Conn. 922, 41 A.3d 661 (2012).
2
We note that, over the course of different years, the plaintiff asked the
defendant to execute, in writing, the same form contract each year. These
contracts are identical in all relevant respects. For the sake of expediency, we
refer to these writings collectively as the ‘‘contract’’ throughout this opinion.
3
The plaintiff also claims that the Appellate Court should not have affirmed
the trial court’s grant of summary judgment in favor of the defendant because
the contract unambiguously identified the defendant as a party in his individ-
ual capacity, thus rendering the contract in compliance with the statute of
frauds. Because we conclude that the contract imposed a primary obligation
on the defendant, we do not address this claim. See footnote 9 of this opinion.
4
The signature provision of the form contract appears as follows:
5
Specifically, the Appellate Court opinion points to clause 1 of the con-
tract, which states that ‘‘[c]ustomer and [p]ublisher agree that [p]ublisher
will publish advertising in the [d]irectories,’’ and clause 6 (A) of the contract,
which states that ‘‘[c]ustomer agrees to pay the amounts listed on the reverse
side . . . .’’ (Emphasis omitted; internal quotation marks omitted.) Yellow
Book Sales & Distribution Co. v. Valle, supra, 133 Conn. App. 84.
6
At oral argument, the defendant argued that clause 15 (F) was also
inconsistent with clause 15 (A) of the contract, which reads: ‘‘[t]he individual
signing this agreement on behalf of [c]ustomer represents and warrants that
he or she is authorized to sign as an owner, officer, partner, or employee
of [c]ustomer and that he or she is empowered to bind [c]ustomer to the
terms and conditions contained herein.’’ We do not consider these clauses
to be inconsistent with one another. Rather, clause 15 (A) indicates that
the signer is an agent of the company and has authority to sign on its behalf
in a representative capacity, and clause 15 (F) signifies that, additionally,
the signer is assuming responsibility for full performance of the contract.
Under Connecticut contract law, it is possible for an agent to obligate both
himself and the principal on whose behalf he is acting with only one signa-
ture, so long as other language found in the contract expresses such an
intent. See Jacobs v. Williams, supra, 85 Conn. 219.
7
The defendant asserts that courts in other jurisdictions, along with at
least one trial court in Connecticut, have found similar contract language
to be ambiguous. See, e.g., Yellow Book Sales & Distribution Co. v. All
In One Construction, LLC, Superior Court, judicial district of Stamford-
Norwalk, Docket No. CV-10-6003588-S (October 21, 2011) (refusing to grant
summary judgment in favor of plaintiff, finding issue of material fact existed
as to whether individual defendants intended to ‘‘pay [the defendant’s] bills
and whether there was a mutual meeting of the minds with [the plaintiff]
on this issue’’); see also Warren-Connolly Co. v. Saphin, 283 A.D. 391,
393, 128 N.Y.S.2d 272 (1954) (finding that single clause indicating individual
defendant intended to assume individual liability deemed insufficient
because defendant not identified as party in contract and court determined
that individual defendant signed contract only in representative capacity on
behalf of corporation); Salzman Sign Co. v. Beck, 10 N.Y.2d 63, 67, 176
N.E.2d 74, 217 N.Y.S.2d 55 (1961) (finding similar clause in contract to be
insufficient for purposes of statute of frauds ‘‘without some direct and
explicit evidence of actual intent’’); Yellow Book of New York, L.P. v. Platt,
Docket No. 31073/02, 2003 N.Y. Misc. LEXIS 112, *10–14 (N.Y. Sup. February
3, 2003) (finding similar contractual language ambiguous in part because
various judicial opinions have contradicted one another as to whether lan-
guage is ambiguous); Topline Automotive Engineering, Inc. v. Arney,
Docket No. C.A. 66, 1989 Tenn. App. LEXIS 28, *2–3 (Tenn. App. January
20, 1989) (finding no personal obligation because individual defendant signed
contract only once, in his official capacity, in situation where contract had
two signature lines). We do not find these cases to be sufficiently persuasive
to warrant departing from the settled rule espoused in Jacobs v. Williams,
supra 85 Conn. 219, which makes clear that an individual who signs in a
representative capacity on behalf of a company may also be held individually
responsible for the company’s obligations so long as such an intent is clearly
expressed by language in the written contract.
8
We do not decide today whether it would be unconscionable to enforce
contractual terms similar to those set forth in clause 15 (F) in a form contract
between two parties with disparate bargaining power. The defendant has
not raised unconscionability as a defense in this action, nor has either party
given this court any reason to suspect that the defendant, the president of
Moving America. is not a sophisticated party.
9
We need not decide whether the contract satisfies the statute of frauds
because the defendant assumed a primary obligation by signing the contract
and, therefore, the statute of frauds does not apply. See, e.g., Otto Con-
tracting Co. v. S. Schinella & Son, Inc., 179 Conn. 704, 710–11, 427 A.2d
856 (1980); Bartolotta v. Calvo 112 Conn. 385, 389–91, 152 A. 306 (1930). In
the present case, the statute of frauds would need to be satisfied only if we
were to conclude that the defendant’s obligation represented a collateral
undertaking. See Bartolotta v. Calvo, supra, 389.