Yellow Book Sales & Distribution Co. v. Valle

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 summary

judgment because the contract unambiguously

identified the defendant as a party in his individual

capacity and imposed a primary obligation on the defendant

to provide full performance, thus rendering the

statute of frauds, General Statutes § 52-550, inapplicable.

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 business

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 personally

and individually undertake and assume the full performance

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 second

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 present

action against the defendant in his individual capacity,

pursuant to the [alleged] individual [guarantee] contained

within [the contract]. In its complaint, [the

plaintiff] alleged that Moving America had since dissolved

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 September

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 imposition

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, pursuant

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 statute

of frauds.'' Id. The Appellate Court affirmed the

judgment of the trial court, concluding that the defendant'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 judgment

shall be rendered forthwith if the pleadings, affidavits

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.) Cantonbury

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. Specifically,

the plaintiff relies on the language below the signature

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 individually

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 Yellow

Book and [printed company name] and [signature].''

The plaintiff claims that all of this language unambiguously

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 defendant

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 obligations

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) unambiguously

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]resident,''

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 construing

contracts, we give effect to all the language included

therein, as the law of contract interpretation . . . militates

against interpreting a contract in a way that renders

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 question

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 cannot

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 contract,

the purposes which the parties sought to accomplish

and their motives cannot prove an intent contrary

to the plain meaning of the language used. . . . 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 surrounding

the signature area of the contract and language

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 contract

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 contract

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 handwritten

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 construction

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 employees

who signed on behalf of their corporation had

signed only in their official capacities, primarily

because the written agreement relied upon by the plaintiff

did not set forth any personal undertaking by the

defendants. Id., 219–20. In the present case, however,

the language appearing immediately below the defendant'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 several

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 contract.

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 Moving

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 primary

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 proceedings

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 individual

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 contract,

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 signature,

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 StamfordNorwalk,

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 App. Div. 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 language

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 Contracting

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.

Reversed