Cruz v. Visual Perceptions, LLC ( 2014 )

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NORMA I. CRUZ v. VISUAL PERCEPTIONS,
LLC, ET AL.
(SC 19015)
Rogers, C. J., and Palmer, Zarella, Eveleigh, McDonald, Espinosa and
Vertefeuille, Js.
Argued October 31, 2013—officially released February 11, 2014
David R. Makarewicz, with whom was Richard D.
Carella, for the appellants (defendants).
Proloy K. Das, with whom was Andrew L. Houlding,
for the appellee (plaintiff).
Opinion
ROGERS, C. J. The issue that we must resolve in
this certified appeal is whether the trial court properly
determined that a letter agreement between the parties
plainly and unambiguously constituted a contract for
a defined period of time or, instead, the letter agreement
reasonably could be interpreted as governing the terms
and conditions of the plaintiff’s at-will employment.1
The plaintiff, Norma I. Cruz, brought an action against
the defendant Visual Perceptions, LLC,2 alleging that
she and the defendant had entered into a letter
agreement for a fixed term of employment of thirty-
six months and that the defendant had violated the
agreement by terminating her employment before the
term expired, without good cause. After a trial to the
court, the trial court concluded that, on its face, the
letter agreement explicitly provided that the plaintiff’s
employment was for a fixed duration and that the defen-
dant had breached the agreement by terminating the
plaintiff without good cause. Accordingly, the court
rendered judgment for the plaintiff and awarded her
compensatory damages. The defendant then appealed
to the Appellate Court claiming, inter alia, that the trial
court improperly had concluded that the parties had
entered into an employment contract for a fixed term.
The Appellate Court affirmed the judgment of the trial
court. Cruz v. Visual Perceptions, LLC, 136 Conn. App.
330, 342, 46 A.3d 209 (2012). We then granted the defen-
dant’s application for certification to appeal to this
court on the following issue: ‘‘Did the Appellate Court
properly affirm the trial court’s determination that the
plaintiff was a contract employee for a defined period of
time and was discharged in violation of that contract?’’
Cruz v. Visual Perceptions, LLC, 306 Conn. 903, 903–
904, 52 A.3d 730 (2012). We conclude that both the
Appellate Court and the trial court improperly deter-
mined that, on its face, the letter agreement constituted
a contract for a definite term. Instead, we conclude that
the letter agreement was ambiguous on this point and,
therefore, the trial court should have considered extrin-
sic evidence to determine the intent of the parties.
Accordingly, we reverse the judgment of the Appellate
Court and conclude that the case must be remanded to
the trial court for further factual findings in a new trial.
The Appellate Court’s majority opinion sets forth the
following relevant facts and procedural history. ‘‘The
plaintiff was hired as a laboratory manager by the defen-
dant in February, 2006. On February 2, 2006, the plaintiff
and [Robert W. Aube, Jr., the defendant’s principal]
signed a document that included the plaintiff’s rate of
compensation, commission opportunities, benefits and
work schedule. Thereafter, on April 6, 2006, the plaintiff
and Aube signed a second document that revised the
terms of the plaintiff’s employment, providing for a raise
in her salary.
‘‘In February, 2007, the plaintiff provided Aube with
a handwritten list of updated terms of her employment
wherein she requested another raise. On March 1, 2007,
the plaintiff and Aube signed a third document, stating
‘[t]his will cover the [thirty-six] month period starting
April 1, 2007 and ending March 31, 2010.’3 Aube termi-
nated the plaintiff’s employment [with the defendant]
on October 16, 2008, and [this] litigation followed.
‘‘On January 6, 2010, the plaintiff filed a revised
amended complaint.4 Count one alleged that the March
1, 2007 document constituted an employment contract
between the plaintiff and the defendant for a fixed term
of thirty-six months, and that her termination breached
that contract. Counts two and three sought an account-
ing and payment of commissions for the term of the
alleged employment contract against the defendant and
Aube, respectively. The [defendant and Aube] filed an
answer denying the existence of an employment con-
tract and claiming, by way of special defenses, rescis-
sion, payment, and accord and satisfaction as to all
counts of the revised amended complaint. The [defen-
dant and Aube] also claimed that Aube could not be
liable personally pursuant to General Statutes § 34-134
as to count three. The defendant asserted a counter-
claim against the plaintiff for breach of contract, breach
of the covenant of good faith and fair dealing, and statu-
tory theft pursuant to General Statutes § 52-564.
‘‘The matter was tried to the court . . . . In its mem-
orandum of decision, the court first determined that
the March 1, 2007 document constituted a contract of
employment for a definite term and was terminable
only for good or just cause.’’ (Footnotes altered.) Cruz
v. Visual Perceptions, LLC, supra, 136 Conn. App. 332–
33. Specifically, the trial court stated that ‘‘[o]n its face,
the March 1, 2007 document contains the terms and
conditions that were essential to the plaintiff’s employ-
ment [by the defendant]. The document contains the
plaintiff’s job title and description, schedule, salary,
conditions for the receipt of a bonus, health insurance
and retirement contribution benefits. Most significantly,
the document explicitly states the duration of the plain-
tiff’s employment: thirty-six months, from April 1, 2007,
to March 31, 2010. Because the March 1, 2007 document
is definite and certain as to its terms and requirements,
it constitutes a valid and binding term employment
contract.’’5
‘‘The court then determined that because the [defen-
dant and Aube] did not present evidence to support a
finding of good or just cause to terminate the plaintiff’s
employment, the plaintiff was discharged in violation
of the contract [and the court therefore found for the
plaintiff on counts one and two of the revised amended
complaint].6 The court found that the plaintiff was enti-
tled to damages from the date of her termination
through the end date of the term of the contract. On
December 6, 2010, the court awarded the plaintiff
$60,964.11, representing the plaintiff’s lost wages, less
unemployment compensation, with the addition of med-
ical expenses incurred due to a loss of health insurance
coverage and an underpaid bonus.’’ (Footnote added.)
Cruz v. Visual Perceptions, LLC, supra, 136 Conn. App.
333. Thereafter, the trial court rendered judgment for
the plaintiff on counts one and two of the revised
amended complaint.
The defendant then appealed to the Appellate Court.
A majority of that court concluded that ‘‘the plain lan-
guage of the contract unambiguously demonstrates that
the parties intended to create a contract for a definite
duration of thirty-six months. It specifically provides
how many personal days would be allocated to the
plaintiff for the duration of the contract and provides
that any increase in health insurance premium would
be absorbed by the defendant ‘for the duration of the
contract.’ ’’ (Emphasis in original; footnote omitted.)
Id., 337. The Appellate Court concluded that, because
‘‘the language of the contract is unambiguous, the con-
tract must be given effect according to its terms.’’ Id.,
337 n.3. Accordingly, the Appellate Court held that ‘‘the
[trial] court’s finding that the March 1, 2007 document
was an employment contract for a definite term is not
clearly erroneous.’’7 Id., 337. The Appellate Court there-
fore affirmed the judgment of the trial court. Id., 342.
This certified appeal followed.
The defendant claims on appeal that the Appellate
Court improperly concluded that the language of the
March 1, 2007 document (letter agreement), on its face,
plainly and unambiguously demonstrates that the par-
ties intended to create a contract for a definite term
of thirty-six months.8 The defendant contends that the
language of the letter agreement was ambiguous
because it reasonably could be interpreted as governing
the terms and conditions of the defendant’s at-will
employment of the plaintiff. Accordingly, it contends,
the trial court should have considered extrinsic evi-
dence to determine the parties’ intent. It further con-
tends that, although the trial court did not consider it,
the extrinsic evidence clearly demonstrates that the
parties did not intend to enter into a contract for a
definite term of employment. The plaintiff contends
that, to the contrary, the Appellate Court properly
affirmed the trial court’s determination that the letter
agreement, on its face, was a contract for a definite
term. We conclude that the letter agreement was ambig-
uous on its face as to whether it created a contract for
a definite term or, instead, governed the terms and
conditions of the defendant’s at-will employment of the
plaintiff. We further conclude that the trial court must
consider the extrinsic evidence and make factual find-
ings as to the parties’ intent.
We begin with our standard of review. The defendant
contends that, because the trial court relied exclusively
upon the language of the letter agreement to determine
the intent of the parties, its interpretation of the con-
tract is subject to plenary review. The plaintiff contends
that, to the contrary, because the question of contract
interpretation, being a question of the parties’ intent,
is a question of fact, the Appellate Court properly sub-
jected the trial court’s interpretation to review for clear
error. We conclude that, because the trial court relied
solely on the language of the letter agreement, which
it determined to be plain and unambiguous, and because
the parties disagree on that issue, the first question that
this court must address is not whether the trial court’s
substantive interpretation of the contract was correct,
but the more fundamental question of whether the rele-
vant language was plain and unambiguous. We conclude
that that determination is a question of law subject to
plenary review.
‘‘When the language of a contract is ambiguous, the
determination of the parties’ intent is a question of fact
. . . .’’ (Internal quotation marks omitted.) Ramirez v.
Health Net of the Northeast, Inc., 285 Conn. 1, 13, 938
A.2d 576 (2008). ‘‘[W]here there is definitive contract
language, [however] the determination of what the par-
ties intended by their contractual commitments is a
question of law.’’ (Internal quotation marks omitted.)
Tallmadge Bros., Inc. v. Iroquois Gas Transmission
System, L.P., 252 Conn. 479, 495, 746 A.2d 1277 (2000);
see also id., quoting 11 S. Williston, Contracts (4th Ed.
1999) § 30:6, pp. 77–83 (‘‘[t]he interpretation and con-
struction of a written contract present only questions
of law, within the province of the court . . . so long
as the contract is unambiguous and the intent of the
parties can be determined from the agreement’s face’’
[internal quotation marks omitted]); Gateway Co. v.
DiNoia, 232 Conn. 223, 230, 654 A.2d 342 (1995)
(‘‘because the trial court relied solely upon the written
agreements in ascertaining the intent of the parties, the
legal inferences properly to be drawn from the docu-
ments are questions of law, rather than fact’’). It is
implicit in this rule that the determination as to whether
contractual language is plain and unambiguous is itself
a question of law subject to plenary review.9 United
Illuminating Co. v. Wisvest-Connecticut, LLC, 259
Conn. 665, 669–70, 791 A.2d 546 (2002) (determination
as to whether contract is ambiguous is subject to de
novo review).10
Accordingly, we must consider de novo whether the
language in the letter agreement was plain and unambig-
uous. ‘‘In determining whether a contract is ambiguous,
the words of the contract must be given their natural
and ordinary meaning. . . . A contract is unambiguous
when its language is clear and conveys a definite and
precise intent. . . . The court will not torture words
to impart ambiguity where ordinary meaning leaves no
room for ambiguity. . . . Moreover, the mere fact that
the parties advance different interpretations of the lan-
guage in question does not necessitate a conclusion
that the language is ambiguous.’’ (Citations omitted;
internal quotation marks omitted.) Id., 670.
‘‘In contrast, a contract is ambiguous if the intent of
the parties is not clear and certain from the language
of the contract itself. . . . [A]ny ambiguity in a contract
must emanate from the language used by the parties.
. . . 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.’’ (Citations omitted; internal quotation marks
omitted.) Id., 670–71. ‘‘If the language of the contract is
susceptible to more than one reasonable interpretation,
the contract is ambiguous.’’ Id., 671.
We conclude that the language of the letter agreement
at issue in the present case reasonably may be interpre-
ted as evincing either an intent to create a definite
term of employment or an intent to set the terms and
conditions of an at-will employment contract. First, the
sentence providing that ‘‘[t]his will cover the [thirty-
six] month period starting April 1, 2007, and ending
March 31, 2010’’—a sentence on which both the trial
court and the Appellate Court relied on heavily in sup-
port of their interpretation—is, on its face, entirely con-
sistent with either intent. The sentence does not plainly
and unambiguously provide that the duration of the
plaintiff’s employment will be thirty-six months or that
she could not be terminated within that period, except
for good cause, but reasonably can be interpreted as
providing that the terms and conditions set out in the
letter would apply during that period if the plaintiff
continued to be employed by the defendant.
Similarly, the portion of the letter agreement provid-
ing that any increase in health insurance premiums
would be absorbed by the defendant ‘‘for the duration
of the contract’’ does not plainly and unambiguously
indicate what the parties intended the duration of the
agreement to be. The contractual language reasonably
could be interpreted as contemplating that the
agreement would terminate either when the plaintiff
voluntarily left employment or was terminated by the
defendant, or at the end of the thirty-six month period.
The same reasoning applies to the provision governing
the paid personal days that the plaintiff would receive
in each year during the thirty-six month period. Accord-
ingly, we conclude that the letter agreement was ambig-
uous.11 Compare Slifkin v. Condec Corp., 13 Conn. App.
538, 548, 538 A.2d 231 (1988) (language in employment
contract providing that employee ‘‘would be afforded
an opportunity to continue in the employ of [the
employer] for a sufficient number of years to qualify
for 100 [percent] vesting in each of the employer benefit
plans’’ plainly and unambiguously constituted contract
of employment for specified period [internal quotation
marks omitted]).12
When contractual language is plain and unambigu-
ous, ‘‘to permit oral testimony, or prior or contempora-
neous conversations, or circumstances, or usages [etc.],
in order to learn what was intended, or to contradict
what is written, would be dangerous and unjust in the
extreme.’’ (Internal quotation marks omitted.) Tall-
madge Bros., Inc. v. Iroquois Gas Transmission Sys-
tem, L.P., supra, 252 Conn. 502. Parol evidence is
admissible, however, ‘‘to explain an ambiguity
appearing in the instrument . . . .’’ (Internal quotation
marks omitted.) Schilberg Integrated Metals Corp. v.
Continental Casualty Co., 263 Conn. 245, 277, 819 A.2d
773 (2003); see also id. (‘‘[t]he parol evidence rule does
not of itself, therefore, forbid the presentation of parol
evidence, that is, evidence outside the four corners of
the contract . . . but forbids only the use of such evi-
dence to vary or contradict the terms of . . . a con-
tract’’ [internal quotation marks omitted]).
Because the letter agreement was ambiguous as to
whether it was intended to constitute a contract of
employment for a definite term or, instead, was
intended to set the terms and conditions of an at-will
employment contract, the trial court was required to
resolve this ambiguity by considering the extrinsic evi-
dence and making factual findings as to the parties’
intent. It is elementary that neither this court nor the
Appellate Court can find facts in the first instance. Hol-
ley v. Commissioner of Correction, 62 Conn. App. 170,
180, 774 A.2d 148 (2001) (‘‘[a]n appellate court cannot
find facts or draw conclusions from primary facts
found, but may only review such findings to see whether
they might be legally, logically and reasonably found’’
[emphasis in original; internal quotation marks omit-
ted]). Accordingly, we conclude that the Appellate
Court improperly affirmed the judgment of the trial
court in favor of the plaintiff on the ground that the
letter agreement plainly and unambiguously evinced
the parties’ intent that it would be for a definite term,
and the case must be remanded to the trial court so
that the court may resolve the ambiguity as to the par-
ties’ intent on the basis of the extrinsic evidence.13
Finally, because it is likely to arise on remand, we
address the plaintiff’s claim that, under the rule of con-
tra proferentum, the letter agreement should be con-
strued against the defendant because it drafted the
contract. ‘‘After the court has examined all of the other
factors that affect the search for the parties’ intended
meaning . . . and the only remaining question is which
of two possible and reasonable meanings should be
adopted, the court will often adopt the meaning that is
less favorable in its legal effect to the party who chose
the words. This technique is known as contra proferen-
tum. . . . The . . . rule has been described as being
applicable only as a last resort, when other techniques
of interpretation and construction have not resolved
the question of which of two or more possible meanings
the court should choose. One court wrote that the rule
is a tie breaker when there is no other sound basis for
choosing one contract interpretation over another. The
rule is not applicable at all if only one reasonable mean-
ing is possible. . . . [The rule] directs the court to
choose between two or more possible reasonable mean-
ings on the basis of their legal operation, i.e., whether
they favor the drafter or the other party.’’ (Citations
omitted; emphasis altered; internal quotation marks
omitted.) Montoya v. Montoya, 91 Conn. App. 407, 420–
21, 881 A.2d 319 (2005), rev’d in part on other grounds,
280 Conn. 605, 909 A.2d 947 (2006).
Thus, the trial court in the present case should invoke
the rule of contra proferentum only as a last resort if
it is unable to resolve the ambiguity in the letter
agreement by considering the extrinsic evidence. It
would make absolutely no sense to require the trial
court to construe the agreement against the defendant
if the extrinsic evidence showed that it was more likely
than not that the parties had a contrary intent.14
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 for a new trial.
In this opinion PALMER, ZARELLA, EVELEIGH,
ESPINOSA and VERTEFEUILLE, Js., concurred.
1
‘‘Employment at will grants both parties the right to terminate the rela-
tionship for any reason, or no reason, at any time without fear of legal
liability.’’ (Internal quotation marks omitted.) Thibodeau v. Design Group
One Architects, LLC, 260 Conn. 691, 697–98, 802 A.2d 731 (2002).
2
The plaintiff’s complaint also named as a defendant Robert W. Aube,
Jr., a doctor of optometry, who was the principal of Visual Perceptions,
LLC. The trial court concluded that Aube was not personally liable to the
plaintiff. Accordingly, Aube was not aggrieved by the trial court’s decision;
see Cadle Co. v. D’Addario, 268 Conn. 441, 443 n.1, 844 A.2d 836 (2004)
(party who prevails in trial court is not aggrieved); and neither the Appellate
Court nor this court had appellate jurisdiction over his claims on appeal.
See State v. Scott, 139 Conn. App. 333, 338, 55 A.3d 608 (2012) (proof of
aggrievement is essential prerequisite to Appellate Court’s jurisdiction);
State v. Preston, 286 Conn. 367, 373 n.4, 944 A.2d 276 (2008) (proof of
aggrievement is prerequisite to this court’s jurisdiction). We note, however,
that Aube and Visual Perceptions, LLC, filed a joint brief and none of the
claims raised on appeal apply only to Aube. Because Visual Perceptions,
LLC, was aggrieved by the decisions of the trial court and the Appellate
Court, this court has jurisdiction to consider the claims. All references to
the defendant in this opinion are to Visual Perceptions, LLC.
3
The March 1, 2007 document provided: ‘‘Norma Cruz Employment
Contract:
‘‘This will cover the [thirty-six] month period starting April 1, 2007 and
ending March 31, 2010. Your [t]itle would be Optical Lab Manager. You
are responsible for all the eyeglasses produced from this office. You are
responsible for the maintenance of the lens lab. You are responsible for the
dispensary and all the related products and issues.
‘‘You would work Monday (9:00–5:30), Tuesday (9:00–5:30), Wednesday
(9:00–5:30) and Thursday (9:00–7:30); and then alternating Friday (9:00–5:30)
and Saturday (9:00–12:30). You will be compensated [$2300] per two weeks
([$59,800] per year). You are a salaried employee and any overtime is
included in your salary. If your work day falls on a major holiday, you would
be paid for the day. You would receive an adjusted bonus of 1 [percent] of
net receipts in a month minus [$650], paid in the first payroll after the month
ends. (If the monthly production is less than [$65,000], then no bonus). You
will have matching 3 [percent] for the Simple IRA (at least $69 per pay
period, [$1794] a year**) and health and dental insurance (Medical/Dental
$341.61 per month, $4099.32 per year). Any increase in health insurance
premium will be absorbed by [the defendant] for the duration of the contract.
‘‘Total Compensation will be $65,693.32 plus potential monthly bonus.
‘‘You will have [ten] paid personal days in 2007 that can be used for
vacation/sick time. Once the [ten] days are used up your salary would be
reduced $250 per day for any days missed. The days will be counted from
January 1 to December 31, and reset to zero on January 1. You will have
[twelve] days in 2008 and [fourteen] days in 2009 and [fifteen] days in 2010.
‘‘**You need to put 3 [percent] into the IRA to get the matching funds,
which you are currently doing. (3 [percent] of [$2300] equals [$69] and any
bonus would increase the IRA matching funds.)’’
4
‘‘The revised amended complaint contains six counts. Counts four and
five [seeking an accounting and payment of precontractual commissions
from, respectively, the defendant and Aube] were withdrawn by the plaintiff
following argument held on July 6, 2010. Count six [alleging a violation of
General Statutes § 46a-60 (a) (1), discriminatory employment practices] was
dismissed by the court at the conclusion of the plaintiff’s case-in-chief.’’
Cruz v. Visual Perceptions, LLC, supra, 136 Conn. App. 332 n.2.
5
Because the trial court concluded that the March 1, 2007 document was
‘‘definite and certain as to its terms and requirements,’’ and it cited no
extrinsic evidence in support of its determination that the contract consti-
tuted a ‘‘valid and binding term employment contract,’’ it is clear that the trial
court’s interpretation was premised on a determination that the contractual
language was plain and unambiguous.
6
With respect to count three of the revised amended complaint, the court
held that Aube could not be held personally liable.
7
Judge Lavine issued a dissenting opinion in which he contended that
the evidence presented to the trial court supported the conclusion that the
March 1, 2007 document was not a contact for a definite term of employment,
but was a ‘‘compensation agreement.’’ Cruz v. Visual Perceptions, LLC,
supra, 136 Conn. App. 342. Accordingly, he would have reversed the judgment
of the trial court and directed a judgment for the defendant. Id. (Lavine,
J., dissenting).
8
At oral argument before this court, the defendant conceded that, if this
court concludes that the letter agreement was a contract for a definite
term, the defendant could not terminate the plaintiff’s employment without
good cause.
9
The plaintiff in the present case appears to claim that the trial court’s
interpretation is subject to review only for clear error even though the trial
court and the Appellate Court relied solely on the language of the letter
agreement in support of their interpretation. In support of this claim, she
cites Connecticut Light & Power Co. v. Lighthouse Landings, Inc., 279
Conn. 90, 109, 900 A.2d 1242 (2006), in which this court observed that, in
‘‘the majority of the cases considering contract interpretation a matter of law,
the disputed agreement was a commercial contract between sophisticated
commercial parties with relatively equal bargaining power.’’ The plaintiff
contends that because the letter agreement at issue in the present case was
not such a contract, the trial court’s interpretation cannot be subject to
plenary review. This court merely observed in Connecticut Light & Power
Co., however, that courts are more likely to find commercial contracts
between sophisticated parties to be plain and unambiguous. See id. (because
‘‘the lease was entered into by sophisticated parties, represented by compe-
tent counsel regarding the commercial interests of both parties, each with
relatively equal bargaining power,’’ trial court concluded that ‘‘the parties
meant what they said and said what they meant in language sufficiently
definitive to obviate any need for deference to the trial court’s factual
findings as to the parties’ intent’’ [internal quotation marks omitted]); see
also United Illuminating Co. v. Wisvest-Connecticut, LLC, 259 Conn. 665,
670, 791 A.2d 546 (2002) (‘‘a presumption that the language used is definitive
arises when . . . the contract at issue is between sophisticated parties and
is commercial in nature’’). These cases do not support the proposition that
a trial court’s finding that contractual language is so plain and unambiguous
as to obviate the need for extrinsic evidence of contractual intent is subject
to plenary review only if there was a commercial contract between sophisti-
cated parties.
10
To the extent that the Appellate Court held that the trial court’s determi-
nation that the language of the letter agreement was plain and unambiguous
or its interpretation of the written contractual language were factual issues
subject to review for clear error, any such holding was incorrect and is
hereby overruled.
11
The plaintiff contends in her brief to this court that, even if this court
concludes that the language of the letter agreement is ambiguous, ‘‘[t]he
only question for this court is whether it is reasonable to conclude that a
document that: (1) is expressly titled ‘Norma Cruz Employment Contract’;
(2) is signed by both the plaintiff and [Aube]; (3) expressly states that it
covers a ‘thirty-six month period’ with precise starting and ending dates;
(4) contains other terms and conditions essential to an employment contract;
and (5) provides that any health insurance premium increases would be
absorbed by the defendant for the ‘duration of the contract’; was an employ-
ment contract for a determinable period of time.’’ (Emphasis in original.)
The plaintiff makes no claim, however, that the trial court relied on any
evidence outside the four corners of the letter agreement in reaching this
conclusion. We can conceive of no reason why this court should give defer-
ence to the trial court’s ‘‘reasonable’’ interpretation of ambiguous written
contract language in contravention of the bedrock legal principles that, first,
the interpretation of a written document is a question of law; see, e.g.,
United Illuminating Co. v. Wisvest-Connecticut, LLC, supra, 259 Conn.
669–70 (determination as to whether contractual language is plain and unam-
biguous is question of law subject to plenary review); School District No.
8 v. Lynch, 33 Conn. 330, 333 (1866) (‘‘[t]he construction of a written docu-
ment is a matter of law, where the meaning is to be ascertained from the
document itself; but where the meaning can be understood only from extrin-
sic facts, the construction is generally a question of fact for the jury’’); and,
second, when contract language is ambiguous and there is extrinsic evidence
of the parties’ intent, the trial court must consider that evidence. Schilberg
Integrated Metals Corp. v. Continental Casualty Co., 263 Conn. 245, 277,
819 A.2d 773 (2003).
12
The dissenting justice states that, ‘‘[a]lthough the contract . . . does
not specifically provide that the plaintiff could be terminated only for good
cause, there was no need to so provide in light of well settled law . . .
recognizing that such a condition is implied in a contract for a definite
term.’’ We cannot presume an intent to create an employment contract for
a definite term if the contract language is ambiguous on that point, however,
especially in light of the presumption under Connecticut law that employ-
ment is at will unless the employment contract provides to the contrary.
See Thibodeau v. Design Group One Architects, LLC, 260 Conn. 691, 697,
802 A.2d 731 (2002) (‘‘[i]n Connecticut, an employer and employee have an
at-will employment relationship in the absence of a contract to the contrary’’
[internal quotation marks omitted]). The dissenting justice has provided no
authority for the proposition that contractual language like that at issue in
the present case—i.e., ‘‘[t]his [letter agreement] will cover the [thirty-six]
month period starting April 1, 2007 and ending March 31, 2010’’—unambigu-
ously rebuts the presumption of at-will employment. Indeed, the cases that
he cites support our conclusion that it does not. See Taravella v. Wolcott,
599 F.3d 129, 131, 134 (2d Cir. 2010) (letter agreement that ‘‘established the
terms of [the plaintiff’s] employment for a one-year period’’ was ambiguous
as to whether plaintiff employee could be terminated only for cause within
that period when agreement contemplated possibility of termination due to
change of mayoral administration and provided that plaintiff could terminate
employment with ten days notice); see also id., 143 (Straub, J., dissenting)
(agreeing with majority that agreement providing that ‘‘[t]he term of the
agreement shall be one year from [the] date of [the] signature’’ was ambigu-
ous as to whether plaintiff could be terminated only for cause within that
period [internal quotation marks omitted]); Wilkerson v. Carriage Park
Development Corp., 130 N.C. App. 475, 477–78, 503 S.E.2d 138 (verbal repre-
sentations by defendant employer during employment negotiations that it
contemplated building 500 houses and that plaintiff employee would receive
bonus for each house built did not constitute verbal agreement that plaintiff
would be entitled to work until all 500 houses were completed), review
denied, 349 N.C. 534, 526 S.E.2d 478 (1998). Although, as the dissenting
justice points out, the presumption of at-will employment can be overcome
either by an express provision in the employment contract that employment
can be terminated only for cause or by an express provision that the employ-
ment contract is for a definite term, if either provision is ambiguous, the
ambiguity must be resolved with extrinsic evidence.
13
If the trial court concludes on the basis of the extrinsic evidence that the
parties intended to create an employment contract with a definite duration, it
need not readdress the issue of whether the defendant terminated the plain-
tiff for cause. The trial court ruled in favor of the plaintiff on that issue in
the first trial, its ruling on the issue was affirmed by the Appellate Court,
and the defendant has not challenged the Appellate Court’s resolution of
the issue on appeal to this court. Accordingly, it is the law of the case.
14
The plaintiff points out that this court has stated that contracts between
employers and employees should be construed against employers, in light
of their superior bargaining power in drafting the contracts. See Assn.
Resources, Inc. v. Wall, 298 Conn. 145, 184, 2 A.3d 873 (2010) (‘‘[w]e agree
with the plaintiff that the defendant, as drafter of the employment agreement,
could have exercised its superior bargaining position to draft a more favor-
able provision’’); Ravetto v. Triton Thalassic Technologies, Inc., 285 Conn.
716, 741, 941 A.2d 309 (2008) (noting ‘‘the superior bargaining power of an
employer that enters into an employment contract with an employee’’ given
‘‘the economic compulsion facing those in search of employment’’ [internal
quotation marks omitted]). Even if that is the case, the trial court should
apply this rule only after determining that the ambiguity in the contract
cannot be resolved by considering extrinsic evidence of the parties’ intent.