Li v. Yaggi ( 2022 )

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WINSTON Y. LI ET AL. v. VALERIE M. YAGGI,
ADMINISTRATOR (ESTATE OF HENRY
K. YAGGI III), ET AL.
(AC 43957)
Cradle, Clark and Norcott, Js.
Syllabus
The plaintiffs, who had entered into an agreement to purchase a parcel of
residential property from the defendants, sought, inter alia, the return
of certain contractual deposits pursuant to a mortgage contingency
clause in the agreement. The mortgage contingency clause provided in
relevant part that the plaintiffs’ obligation was contingent on the plain-
tiffs obtaining financing. If the plaintiffs were unable to obtain a written
mortgage commitment and notified the defendants in writing by 5 p.m.
on the mortgage commitment date, the agreement would be null and
void and any deposits would be returned to the plaintiffs, otherwise,
the agreement would continue in full force and effect. The agreement
also contained a liquidated damages clause, which provided that, if the
plaintiffs failed to comply with the terms of the agreement by the time
set forth for compliance, the defendants would be entitled to the deposit
funds. Two days before the expiration of the relevant contingency date,
the plaintiffs sent the defendants an e-mail in which they requested an
extension of the mortgage commitment and closing dates. They
explained that they would not be able to obtain a mortgage commitment
by 5 p.m. that day, namely, the date that the e-mail was sent, but that
they expected a mortgage commitment from a bank the following week.
Although the defendants responded that they would be willing to agree
to an extension if the plaintiffs provided certain additional information,
that information was never provided. After the mortgage contingency
date passed, the plaintiffs made three additional requests proposing
amendments to extend the commitment and closing dates, but the parties
did not reach an agreement on those requests. The plaintiffs subse-
quently requested termination of the agreement and a return of their
deposits. After a trial to the court, judgment was rendered in favor of
the defendants, from which the plaintiffs appealed to this court. Held
that the trial court properly determined that the plaintiffs failed to
provide adequate notice to the defendants of their inability to obtain a
written mortgage commitment on or before the commitment date, as
required pursuant to the parties’ real estate agreement, and they were
not entitled to recover their deposits: the plaintiffs’ e-mail requesting
an extension, viewed in its entirety, was equivocal with respect to
whether the plaintiffs would be able to obtain a written mortgage com-
mitment on or before the commitment date, as their notice of an expecta-
tion of receiving the commitment from a bank the following week left
open the possibility that they might receive a written commitment by
the commitment date; moreover, when the defendants declined to sign
the proposed amendment attached to the plaintiffs’ e-mail, the plaintiffs
did not provide notice on or before the commitment date that they
would not be able to obtain a written mortgage commitment by the
commitment date or take any other subsequent actions consistent with
a termination of the agreement and the right to a return of their deposits,
and, as a result, the parties’ agreement remained in effect and the defen-
dants were entitled to retain the deposits when the plaintiffs subse-
quently failed to close on the property in accordance with the agreement.
Argued December 1, 2021—officially released May 31, 2022
Procedural History
Action to recover damages for, inter alia, breach of
contract, and for other relief, brought to the Superior
Court in the judicial district of New Haven and tried to
the court, Hon. Thomas J. Corradino, judge trial ref-
eree; judgment for the defendants, from which the plain-
tiffs appealed to this court. Affirmed.
Winston Y. Li, self-represented, and Liping Wang,
self-represented, the appellants (plaintiffs).
Philip G. Kent, for the appellees (defendants).
Opinion
CLARK, J. This action returns to us after this court’s
decision in Li v. Yaggi, 185 Conn. App. 691, 198 A.3d
123 (2018), in which we reversed the judgment of the
trial court and remanded the case for a new trial. In
the instant appeal, the self-represented plaintiffs, Win-
ston Y. Li and Liping Wang, appeal from the judgment
of the trial court rendered in favor of the defendant,
Valerie M. Yaggi, individually and as administrator of
the estate of Henry K. Yaggi III.1 Following a trial to
the court, the court concluded that the plaintiffs were
not entitled to recover the deposits they made for the
purchase of the defendant’s home pursuant to a residen-
tial purchase and sale agreement (agreement).2 On
appeal, the plaintiffs claim that the court improperly
concluded that they (1) failed to exercise due diligence
in obtaining a written mortgage commitment, (2) did
not provide adequate notice to the defendant that they
were unable to obtain a mortgage commitment, and (3)
waived any right they might have had to the deposits.
We conclude that the court properly determined that
the plaintiffs did not provide adequate notice to the
defendant that they were unable to obtain a mortgage
commitment pursuant to the terms of the agreement.3
Accordingly, we affirm the judgment of the trial court.
The following facts and procedural history are rele-
vant to this appeal. On October 26, 2012, the parties
executed the agreement. The agreement contemplated
that the plaintiffs would buy from the defendant a parcel
of real property located at 45 Wickford Place in the
town of Madison (property) for $810,000. Pursuant to
the agreement, the plaintiffs made three separate depos-
its totaling $25,000, which were held in escrow by the
defendant’s real estate agent, Lorey Walz.
The agreement included a mortgage contingency
clause, which stated: ‘‘Buyer’s obligation is contingent
upon Buyer obtaining financing as specified in this para-
graph. Buyer agrees to apply for such financing immedi-
ately and diligently pursue a written mortgage commit-
ment on or before the Commitment Date. . . . If Buyer
is unable to obtain a written commitment and notifies
Seller in writing by 5:00 p.m. on said Commitment Date,
this Agreement shall be null and void and any Deposits
shall be immediately returned to Buyer. Otherwise, the
Financing Contingency shall be deemed satisfied and
this Agreement shall continue in full force and effect.’’
The commitment date was November 26, 2012.4 The
closing was to occur no later than December 3, 2012.
The agreement also included a liquidated damages
clause, which stated in relevant part: ‘‘If Buyer fails to
comply with any Terms of this Agreement by the time
set forth for compliance and Seller is not in default,
Seller shall be entitled to all initial and additional
deposit funds provided for in section 4 [of the agree-
ment], whether or not Buyer has paid the same, as
liquidated damages and both parties shall be relieved
of further liability under this Agreement. . . .’’
On Saturday, November 24, 2012, the plaintiffs e-mailed
the defendant to request an extension of the commit-
ment and closing dates. The subject line of the e-mail
was ‘‘Mortgage Commitment Extension Request.’’ The
e-mail stated in relevant part: ‘‘Attached is a request of
mortgage extension. Due to the Hurricane Sandy and
Thanksgiving holiday. We won’t be able to obtain a
mortgage commitment by 5 [p.m.] today. We request
your approval of extension. We expect a commitment
from a bank next week. Please sign and return to us
ASAP.’’ (Emphasis added.) The plaintiffs attached to the
e-mail a signed, proposed amendment to the agreement,
seeking to extend the commitment date to December
3, 2012, and the closing date to December 14, 2012.
That same day, the defendant forwarded the e-mail
to Walz. Walz e-mailed the plaintiffs’ real estate agent,
Blake Ruchti, stating: ‘‘We have received the request to
extend the mortgage commitment date and closing date.
The sellers, Hank and Val Yaggi, are willing to do so
after receiving verification from the bank that you have
a mortgage approval contingent upon a bank appraisal.
. . . Hank and Valerie Yaggi would like to see [the
plaintiffs] purchase the home but have to be confident
that a bank commitment will be given.’’ The defendant
never signed the plaintiffs’ proposed amendment to the
agreement.
On Thursday, November 29, 2012, three days after the
commitment date had passed, the plaintiffs informed
Ruchti that they were experiencing a delay in obtaining
a mortgage because of a credit issue, but stated that
the loan would be approved and that the parties would
be able to close by the end of December. The plaintiffs
sent the defendant a second proposed amendment to
the agreement, which was signed by the plaintiffs and
dated November 30, 2012. The second proposed amend-
ment proposed a commitment date of December 14,
2012, and a closing date of December 21, 2012. The
defendant signed the second amendment on December
4, 2012. Next to both the amended commitment and
closing dates, however, the defendant handwrote the
phrase ‘‘[t]ime is of the essence’’ and initialed next to
the handwritten modifications. The plaintiffs did not
initial those modifications.
On December 8, 2012, the plaintiffs’ counsel, James
Tsui, e-mailed the defendant’s counsel, James Segaloff,
stating that the ‘‘mortgage is in process and [the plain-
tiffs] expect a written commitment late next week.’’
Thereafter, the plaintiffs sent the defendant a third pro-
posed amendment to the agreement, proposing to
extend the commitment and closing dates to December
21, 2012, and January 11, 2013, respectively. The defen-
dant did not sign the third proposed amendment to the
agreement.
On December 21, 2012, Tsui sent Segaloff a letter,
which stated in relevant part: ‘‘Re: Notice to Terminate/
Rescind . . . . This is to provide notice to Sellers that
as of this date, Buyers have not obtained a satisfactory
unconditional written mortgage loan commitment or a
clear to close. The Buyers have previously submitted an
extension request to extend the mortgage contingency
date to December 21, 2012, and no response or written
acknowledgement was ever signed by Sellers. . . .
Annexed hereto is another extension signed by Buyers,
requesting that the [m]ortgage [c]ontingency date be
extended through January 18, 2013, and the [c]losing
[d]ate changed and extended through January 25, 2013.
If acceptable, please instruct the Sellers to sign and
return a fully executed copy to my attention. If unac-
ceptable, this letter shall serve as notice that the con-
tract shall be and is hereby rescinded and terminated.’’
The defendant did not sign the fourth proposed amend-
ment to the agreement.
On December 28, 2012, Segaloff informed Tsui and
Ruchti that he believed the plaintiffs had breached the
parties’ agreement, entitling the defendant to retain the
plaintiffs’ deposits as damages. In January, 2013, the
defendant re-listed the property and another buyer
made a purchase offer. On February 17, 2013, the plain-
tiffs e-mailed Segaloff to provide an update about their
loan applications. The plaintiffs also requested an
update on the status of their request to terminate the
contract and have their deposits returned. The plaintiffs
further informed Segaloff that they were aware that the
defendant had re-listed the property and contended that
the defendant was not entitled to sell the home to
another buyer, unless the defendant terminated the par-
ties’ agreement. The defendant ultimately sold the home
to another buyer for $135,000 less than the purchase
price set forth in the parties’ agreement.
The plaintiffs initiated this action on February 27,
2014, alleging in relevant part that the defendant had
breached the parties’ agreement by ‘‘not timely releas-
[ing] . . . the deposit[s] . . . .’’ The action was tried
to the court on March 9, 2017. The court, Wilson, J.,
found that, because only the plaintiffs signed the first,
third, and fourth proposed amendments to the agree-
ment and the plaintiffs did not assent to the defendant’s
handwritten additions with respect to the second pro-
posed amendment, the parties never agreed to modify
the original commitment and closing dates. It also found
that the plaintiffs did not diligently pursue financing or
provide proper notice that they intended to terminate
the agreement prior to the commitment date. The court
concluded that the plaintiffs had defaulted on the agree-
ment by failing to close on the property, which entitled
the defendant to retain the deposit funds pursuant to the
liquidated damages provision set forth in the agreement.
The plaintiffs appealed and this court reversed the
judgment of the trial court and remanded the case for
a new trial. See Li v. Yaggi, supra, 185 Conn. App. 713.
This court concluded that the trial court’s finding as to
whether the plaintiffs diligently pursued a mortgage
commitment was clearly erroneous because the court
relied exclusively on two loan denial notices that were
issued by lenders after the commitment date had
passed, which were ambiguous with respect to the
plaintiffs’ efforts to obtain financing before the commit-
ment date had passed. Id., 704. Pertinent to this appeal,
this court further held that the trial court improperly
had interpreted the notice provision to require the plain-
tiffs to provide notice of termination rather than notice
of an inability to obtain a written commitment. Id.,
705. More specifically, this court concluded that ‘‘[t]he
clear meaning of [the notice] provision is that if the
plaintiffs were to give the defendant notice by the com-
mitment date of their inability to obtain a written com-
mitment by the commitment date, the agreement would
be null and void and the plaintiffs would be entitled to
the return of their deposits. The trial court instead [had]
considered whether the plaintiffs complied with the
terms of the agreement by providing the [defendant]
with notice of termination of the agreement . . . .’’
(Emphasis in original; internal quotation marks omit-
ted.) Id., 707. This court stated that, ‘‘[b]ecause the
provision at issue does not require the buyer to include
in the writing a notice of termination of the agreement,
the court addressed the wrong question.’’ Id. ‘‘Accord-
ingly, the court should have determined whether the
plaintiffs’ November 24 e-mail, taken as a whole, con-
tained sufficient language to notify the defendant of the
plaintiffs’ inability to obtain financing by the commit-
ment date.’’ Id., 708.
Following a new trial to the court on remand, the
court, Hon. Thomas J. Corradino, judge trial referee,
rendered judgment in favor of the defendant on all
counts.5 In a memorandum of decision dated January
23, 2020, the court found that, although the plaintiffs
had proposed several extensions of the commitment
and closing dates, no agreement to amend those dates
had been reached by the parties.6 Thus, the dates set
forth in the parties’ agreement were the controlling
dates for the purpose of resolving the claims raised at
trial. Regarding the question of whether the plaintiffs
had provided to the defendant adequate and timely
notice of their inability to obtain a mortgage commit-
ment, the court concluded that the plaintiffs’ November
24 e-mail proposing an extension of the commitment
date did not satisfy the requirements of the agreement.7
It found that the November 24 e-mail was ambiguous
with respect to whether the plaintiffs would obtain a
written commitment by the commitment date and that
the plaintiffs’ actions after the commitment date were
inconsistent with their claim that the notice they had
provided to the defendant nullified the agreement. The
court thus concluded that the plaintiffs were not enti-
tled to recover their deposits. This appeal followed.
On appeal, the parties do not dispute that the plain-
tiffs were unable to obtain a written commitment by
the commitment date. The parties disagree, however,
about whether the plaintiffs satisfied the notice require-
ment in the agreement. The plaintiffs argue that the
November 24 e-mail to the defendant properly notified
the defendant that the plaintiffs were unable to secure
a written mortgage commitment on or before the com-
mitment date. The defendant counters that the Novem-
ber 24 e-mail was simply a request to extend the commit-
ment and closing dates and that the e-mail was
equivocal with respect to whether the plaintiffs would
be able to obtain a written commitment by the commit-
ment date. We agree with the defendant.
Before we reach the merits of the plaintiffs’ claim,
we set forth the relevant legal principles and standard
of review. If the factual basis of a trial court’s decision
is challenged, the clearly erroneous standard of review
applies. Bartomeli v. Bartomeli, 65 Conn. App. 408,
411–12, 783 A.2d 1050 (2001). ‘‘While conducting our
review, we properly afford the court’s findings a great
deal of deference because it is in the unique [position]
to view the evidence presented in a totality of circum-
stances . . . .’’ (Internal quotation marks omitted.)
Tulisano v. Schonberger, 74 Conn. App. 101, 105, 810
A.2d 806 (2002). ‘‘A court’s determination is clearly erro-
neous only in cases in which the record contains no
evidence to support it, or in cases in which there is
evidence, but the reviewing court is left with the definite
and firm conviction that a mistake has been made. . . .
The legal conclusions of the trial court will stand, how-
ever, only if they are legally and logically correct and
are consistent with the facts of the case.’’ (Internal
quotation marks omitted.) Blackwell v. Mahmood, 120
Conn. App. 690, 694, 992 A.2d 1219 (2010).
‘‘A mortgage contingency clause contained in a con-
tract for the sale of real property generally allows the
purchaser to recover his or her deposit if the purchaser
is unable to secure a mortgage and has complied with
the provisions of the contingency clause. See generally
77 Am. Jur. 2d, Vendor and Purchaser § 531 (2016) (‘The
purchaser may be expressly given the privilege or
option to rescind the contract and to recover any pay-
ments made by him or her where the contract of sale
provides for the cancellation of the contract in the event
that the purchaser is unable to obtain a mortgage or
loan within a specified time. . . . On the other hand,
where the purchaser disregards the terms of a financing
contingency contained in a contract for sale . . . the
purchaser would not be entitled to invoke the contrac-
tual contingency and recover his or her down payment.
. . .’).’’ (Footnote omitted.) Li v. Yaggi, supra, 185
Conn. App. 699–700; see also Semac Electric Co. v.
Skanska USA Building, Inc., 195 Conn. App. 695, 715,
226 A.3d 1095 (‘‘[a]lthough it is generally accepted that
contracting parties may reserve the right to terminate
a contract for convenience or cause upon a specified
period of notice . . . [i]f a party who has a power of
termination by notice fails to give the notice in the
form and at the time required by the agreement, it is
ineffective as a termination’’ (internal quotation marks
omitted)), cert. denied, 335 Conn. 944, 238 A.3d 17(2020), and cert. denied, 335 Conn. 945, 238 A.3d 19(2020). A contingency clause, generally, ‘‘is meant to
protect the buyer. It is a condition of the buyer’s duty,
not a condition of the seller’s duty under the contract.’’
(Footnote omitted.) 92 C.J.S. 178, Vendor and Purchaser
§ 197 (2010).
The contingency clause in the parties’ agreement pro-
vided in relevant part: ‘‘If Buyer is unable to obtain a
written commitment and notifies Seller in writing by
5:00 p.m. on said Commitment Date, this Agreement
shall be null and void and any Deposits shall be immedi-
ately returned to Buyer.’’ In Li v. Yaggi, supra, 185 Conn.
706–707, this court concluded that the plain language
of this provision gave the plaintiffs the right to cancel
the agreement by providing the requisite notice to the
defendant. If the plaintiffs timely notified the defendant
that they were unable to obtain a written commitment,
the agreement would be rendered null and void and the
plaintiffs were entitled to the return of their deposits.
Id., 707. If the plaintiffs did not exercise their right
to terminate the agreement by the commitment date,
however, the contingency clause provided that ‘‘the
[f]inancing [c]ontigency shall be deemed satisfied and
this [a]greement shall continue in full force and effect.’’
In that event, the plaintiffs were required to perform
under the agreement and risked forfeiting their deposits
by failing to do so. See generally Southport Congrega-
tional Church—United Church of Christ v. Hadley, 320
Conn. 103, 116–17, 128 A.3d 478 (2016).
Thus, the relevant inquiry at trial was whether the
plaintiffs’ November 24 e-mail adequately notified the
defendant of the plaintiffs’ inability to obtain financing
by the commitment date. In reviewing whether the
plaintiffs’ purported notice satisfied the requirements
set forth in the contingency clause, the court was
required to look to the entirety of the communication
sent to the defendant. See Zullo v. Smith, 179 Conn.
596, 605, 427 A.2d 409 (1980) (notice, ‘‘taken as a whole,’’
contained sufficient language to notify seller that buyer
was unable to obtain building permit). Furthermore,
notice must be ‘‘sufficiently clear and unequivocal so
as clearly to apprise the other party of the action being
taken.’’ Id., 604. On the basis of the record in this case,
we conclude that the trial court properly determined
that the November 24 e-mail sent to the defendant did
not satisfy the notice requirement in the agreement’s
contingency clause.
Viewing the plaintiffs’ e-mail in its entirety, it was
equivocal with respect to whether the plaintiffs would
obtain a written mortgage commitment on or before
the commitment date. Both the subject line (‘‘Mortgage
Commitment Extension Request’’) and the body of the
e-mail (‘‘Attached is a request of mortgage extension.
. . . We request your approval of extension.’’) plainly
indicate that the plaintiffs were seeking only to amend
the commitment and closing dates, not to provide
unequivocal notice that they were unable to obtain
financing by the commitment date or to exercise their
corresponding right of termination pursuant to the con-
tingency clause. Although the plaintiffs’ request for an
extension may be understood to have implied that the
plaintiffs were unlikely to obtain a written commitment
by the commitment date, the plaintiffs’ e-mail, taken as
a whole, did not unequivocally communicate to the
defendant that they would not obtain a written commit-
ment on or before the November 26 commitment date.
Rather, the plaintiffs explained that, due to a recent
hurricane and the Thanksgiving holiday, they were
unable to obtain a written commitment by 5 p.m. on
Saturday, November 24 and that they ‘‘expect a com-
mitment from a bank next week.’’ (Emphasis added.)
Their notice of an expectation of receiving the commit-
ment from a bank ‘‘next week’’ left open the possibility
that they might receive a written commitment by the
November 26 commitment date. The e-mail in response
from Walz, the defendant’s real estate agent, to Ruchti,
the plaintiffs’ real estate agent, indicating that the defen-
dant was willing to amend the commitment and closing
dates only if the plaintiffs provided proof of a mortgage
commitment that was contingent solely on a bank
appraisal, buttresses our conclusion. Walz’ response to
the plaintiffs’ extension request clearly demonstrates
that the defendant did not understand the plaintiffs’
November 24 e-mail to evince an intent to terminate the
parties’ agreement in the event the defendant refused
to sign the proposed extension.
Although the ambiguity of the plaintiffs’ November
24 e-mail is, by itself, dispositive of the plaintiffs’ claim,
the record includes further evidence in support of the
court’s conclusion that the November 24 e-mail did
not constitute notice sufficient to terminate the parties’
agreement. If, as the plaintiffs contend, they understood
the agreement to be null and void as a result of their
November 24 e-mail, it would have made little sense
for them to have sought subsequent amendments pro-
posing to extend the commitment and closing dates on
three separate occasions after the November 26 com-
mitment date had passed.8 Moreover, the plaintiffs’ Feb-
ruary 17, 2013 e-mail to Segaloff is wholly inconsistent
with their claim that they had effectively nullified the
agreement prior to the November 26 contingency date.
In that e-mail, which was sent nearly three months after
the commitment date had passed, the plaintiffs claimed
that the parties remained under contract and that the
defendant therefore was not entitled to sell the home to
another buyer, unless the defendant agreed to terminate
the parties’ agreement.
In light of the specific facts and circumstances of this
case, we are not convinced that the court erred in find-
ing that the plaintiffs’ November 24 e-mail did not con-
stitute sufficient notice to the defendant that the plain-
tiffs would not obtain a mortgage commitment by the
commitment date. When the defendant declined to sign
the proposed amendment attached to the plaintiffs’
November 24 e-mail, the plaintiffs did not provide notice
on or before the commitment date that they would
not be able to obtain a written commitment by the
commitment date or take any other subsequent actions
consistent with a termination of the agreement and the
right to a return of their deposits. As a result, the parties’
agreement remained in effect and the defendant was
entitled to retain the plaintiffs’ deposits when the plain-
tiffs subsequently breached the agreement by failing to
close on the property in accordance with the agreement.
We therefore conclude that the trial court properly
determined that the plaintiffs did not provide adequate
notice to the defendant that they would not obtain a
written commitment on or before the commitment date.
The judgment is affirmed.
In this opinion the other judges concurred.
1
Henry K. Yaggi III, who was named as a defendant in the original com-
plaint, died during the pendency of the first trial, and Valerie M. Yaggi,
as the administrator of his estate, was substituted for Henry K. Yaggi III.
Accordingly, in this opinion, we refer to Valerie M. Yaggi in both of her
capacities as the defendant.
2
The plaintiffs also alleged claims sounding in common-law breach of
contract, a violation of the Connecticut Unfair Trade Practices Act (CUTPA),
unjust enrichment, and fraud. The trial court found in favor of the defendant
on all of these claims. With the exception of the unjust enrichment claim,
the plaintiffs do not challenge the court’s rulings on these separate claims.
The plaintiffs’ challenge to the court’s ruling with respect to their unjust
enrichment claim warrants little discussion. It is well established that unjust
enrichment is an ‘‘equitable remedy of restitution by which a plaintiff may
recover the benefit conferred on a defendant in situations where no express
contract has been entered into by the parties.’’ (Emphasis added.) Burns
v. Koellmer, 11 Conn. App. 375, 385, 527 A.2d 1210 (1987). It is uncontested
that the parties in the present appeal executed a contract, the validity and
enforceability of which has not been challenged by the parties. The plaintiffs
also appear to assert an estoppel claim for the first time on appeal, which
we decline to address. See Guddo v. Guddo, 185 Conn. App. 283, 286, 196
A.3d 1246 (2018) (our appellate courts generally will not review claims
raised for first time on appeal).
3
The agreement required the plaintiffs to exercise due diligence in pursuit
of a commitment and to provide timely notice to the defendant of their
inability to secure a commitment. Because we conclude that the trial court
properly found that the plaintiffs failed to provide adequate notice, we need
not determine whether the court properly determined that the plaintiffs
failed to exercise due diligence in pursuit of a commitment or waived their
right to the deposits.
4
Under the agreement, the commitment date was the thirtieth day after
the agreement was signed on October 26, 2012. Because the thirtieth day
after the agreement was signed fell on November 25, which was a Sunday,
the commitment date was the following day, Monday, November 26, 2012.
5
Trial commenced on June 17, 2019, and continued on June 18 through
20, 2019, and July 1, 2019.
6
The plaintiffs filed a motion for articulation on March 23, 2020, and the
trial court granted that motion by way of its October 26, 2020 memorandum
of decision.
7
We note that the court’s decision with respect to the notice issue is not
entirely clear. However, we construe the court’s judgment as finding that
the plaintiffs’ November 24 e-mail was ambiguous as to whether they were
unable to obtain a mortgage commitment by the commitment date and that,
consequently, it was inadequate notice under the terms of the agreement.
See generally Alpha Beta Capital Partners, L.P. v. Pursuit Investment
Management, LLC, 193 Conn. App. 381, 428, 219 A.3d 801 (2019) (‘‘The
interpretation of a trial court’s judgment presents a question of law over
which our review is plenary. . . . As a general rule, judgments are to be
construed in the same fashion as other written instruments. . . . The deter-
minative factor is the intention of the court as gathered from all parts of
the judgment. . . . Effect must be given to that which is clearly implied as
well as to that which is expressed. . . . The judgment should admit of a
consistent construction as a whole.’’ (Internal quotation marks omitted.)),
cert. denied, 334 Conn. 911, 221 A.3d 446 (2020), and cert. denied, 334 Conn.
911, 221 A.3d 446 (2020). Moreover, our interpretation of the court’s decision
is consistent with the parties’ own interpretations, as evidenced by the
issues raised and arguments made to this court.
8
We also find instructive the striking contrast between the plaintiffs’
November 24 e-mail to the defendant and Tsui’s December 21 letter to
Segaloff, which stated in no uncertain terms that the plaintiffs had ‘‘not
obtained a satisfactory unconditional written mortgage loan commitment
or a clear to close’’ and that if the defendant did not agree to execute the
fourth request to amend the commitment and closing dates, the letter ‘‘shall
serve as notice that the contract shall be and is hereby rescinded and
terminated.’’