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ALAN MEEKER v. CECILE MAHON ET AL.
(AC 37841)
Lavine, Keller and Bear, Js.
Argued March 1—officially released August 16, 2016
(Appeal from Superior Court, judicial district of
Windham, geographical area number eleven,
Spellman, J.)
R. Bradford Fawley, for the appellant (plaintiff).
Steven T. Kulig, for the appellees (named defendant
et al.).
Opinion
BEAR, J. The plaintiff, Alan Meeker, appeals from
the judgment of the trial court, rendered after a bench
trial, in favor of the defendants Cecile Mahon and David
Mahon, Sr., nontenant cosigners of a lease between the
plaintiff and the defendant lessees, David Mahon, Jr.,
and Melissa Choquette (tenants).1 The court determined
that the defendants were not liable for damages caused
and rent owed by the tenants occurring after September
30, 2012, the expiration date of the lease. On appeal,
the plaintiff claims that the court erred (1) in concluding
that the defendants, as cosigners of the lease, were
responsible to the plaintiff for any unpaid damages and
rent incurred only during the specifically defined term
of the lease; and (2) in considering evidence extrinsic
to the lease in order to discern the parties’ intent when
the court determined that the intent of the parties was
fully reflected in the four corners of the lease and no
ambiguity has been claimed or identified. We affirm the
judgment of the trial court.
On June 16, 2014, the plaintiff instituted this action
for damages, resulting from the breach of a residential
lease, against the tenants and the defendants. Following
a two day trial, the court on March 16, 2015, rendered
judgment in favor of the plaintiff on his claim for dam-
ages against the tenants. The court, however, rendered
judgment in favor of the defendants as to all claims
against them. This appeal followed.
The following factual findings of the court and proce-
dural history are relevant to this appeal. On or about
September 16, 2011, the plaintiff entered into a written
lease agreement for a term beginning on September 16,
2011, and ending on September 30, 2012, with the ten-
ants for a residential property in Danielson. The defen-
dants cosigned the lease, agreeing to be ‘‘jointly liable
for the lease, its payments, and other responsibilities,
until the lease has expired . . . .’’ After September 30,
2012, the end of the term of the lease, the tenants contin-
ued to occupy the premises pursuant to a month-to-
month tenancy until May 5, 2014. The tenants failed to
pay rent from April 1 to May 5, 2014, when they left
the property. When the tenants vacated the premises,
there was damage to the property that had not existed
when the plaintiff visited the premises in November,
2012. The plaintiff hired a contractor to repair the
damage.
In its memorandum of decision, the court, applying
the usual civil fair preponderance of the evidence stan-
dard, determined that whether the defendants could be
held liable for damages to the property and for nonpay-
ment of rent that occurred during the month-to-month
tenancy created by the tenants’ consensual holdover
was a question of fact. The court reasoned: ‘‘The hold
over by the tenants in this case created a new tenancy,
and while the original lease made the [tenants] subject
to the terms and conditions of the original lease in
the new month-to-month tenancy, the court finds by a
preponderance of the evidence that the defendants . . .
as nontenant cosigners of the original written lease
cannot be held liable for damages arising from the new
month-to-month tenancy created by the lessee[s] hold-
ing over with the consent of the lessor.’’ The court also
found that the guarantee of the defendants as nontenant
cosigners was not a term or condition of the original
lease within the meaning of the holdover provision of
the lease, but instead it was a contract separate from
that lease. Accordingly, the court found that any liability
of the defendants expired on September 30, 2012, when
the lease expired. Having already found that any dam-
age to the property occurred after the plaintiff visited
the property in November, 2012, the court found that
the defendants were not liable for any damages claimed
in this action because their liability was extinguished
by the expiration of the lease on September 30, 2012.
During the pendency of this appeal, and in compli-
ance with an order of this court, the trial court issued
an articulation of its decision in which it clarified that
the only evidence outside of the four corners of the
lease that it considered was (1) the fact that the lease
was drafted by the plaintiff;2 and (2) that the plaintiff
failed to show by a preponderance of the evidence that
the intent of the parties was anything other than that
shown in the document the plaintiff drafted and that
was initialed where agreed to by the defendants.
I
The plaintiff claims that the court erred in concluding
that the defendants, as nontenant cosigners, were
responsible to him for the tenants’ obligations only dur-
ing the term of the lease, which ended on September
30, 2012. The plaintiff argues that, pursuant to the unam-
biguous contract language, the defendants were liable
for any damage to the subject property and nonpayment
of rent after September 30, 2012. We disagree.
As a preliminary matter, we set forth the standard
of review and guiding principles. The resolution of this
appeal requires us to interpret the language of two
written agreements: the agreement between the plain-
tiff and the defendants (guarantee),3 and the lease
between the plaintiff and the tenants. The guarantee
and the lease are contracts. See Welk v. Bidwell, 136
Conn. 603, 606, 73 A.2d 295 (1950) (lease); D’Amato
Investments, LLC v. Sutton, 117 Conn. App. 418, 423,
978 A.2d 1135 (2009) (guarantee). The standard of
review for contract interpretation is well established.
‘‘Although ordinarily the question of contract interpre-
tation, being a question of the parties’ intent, is a ques-
tion of fact . . . [when] there is definitive contract
language, the determination of what the parties
intended by their . . . commitments is a question of
law [over which our review is plenary].’’ (Internal quota-
tion marks omitted.) Bristol v. Ocean State Job Lot
Stores of Connecticut, Inc., 284 Conn. 1, 7, 931 A.2d
837 (2007). Where the language of an agreement is sus-
ceptible to more than one reasonable interpretation,
however, it is ambiguous. 19 Perry St., LLC v.
Unionville Water Co., 294 Conn. 611, 623, 987 A.2d 1009
(2010). ‘‘Ordinarily, such ambiguity requires the use of
extrinsic evidence by a trial court to determine the
intent of the parties, and, because such a determination
is factual, it is subject to reversal on appeal only if it is
clearly erroneous.’’ (Internal quotation marks omitted.)
Joseph General Contracting, Inc. v. Couto, 317 Conn.
565, 575, 119 A.3d 570 (2015). ‘‘[T]he determination . . .
whether contractual language is plain and unambiguous
is itself a question of law subject to plenary review.’’
Cruz v. Visual Perceptions, LLC, 311 Conn. 93, 101–102,
84 A.3d 828 (2014).
‘‘[A]ny ambiguity in a contract must emanate from
the language used by the parties. . . . [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 interpre-
tations of the language in question does not necessitate
a conclusion that the language is ambiguous.’’ (Internal
quotation marks omitted.) D’Amato Investments, LLC
v. Sutton, supra, 117 Conn. App. 424.
A
The plaintiff argues that the provisions of the two
agreements establish that the parties intended to obli-
gate the defendants to guarantee the performance of
the tenants’ obligations under the lease until the final
expiration of any lease extensions, which included any
holdovers. We disagree.
‘‘A guarant[ee] is a promise to answer for another’s
debt, default, or failure to perform a contractual obliga-
tion.’’ JP Morgan Chase Bank, N.A. v. Winthrop Proper-
ties, LLC, 312 Conn. 662, 675, 94 A.3d 622 (2014). ‘‘[A]
guarant[ee] agreement is a separate and distinct obliga-
tion from that of the note or other obligation.’’ Id.
‘‘[Guarantees] are . . . distinct and essentially differ-
ent contracts; they are between different parties, they
may be executed at different times and by separate
instruments, and the nature of the promises and the
liability of the promisors differ substantially . . . . The
contract of the guarantor is his own separate undertak-
ing in which the principal does not join.’’ (Citations
omitted; internal quotation marks omitted.) Carpenter
v. Thompson, 66 Conn. 457, 463–64, 34 A. 105 (1895).
The independence of these contracts is not affected by
the fact that they are executed contemporaneously or
in the same document. See id.; 38 Am. Jur. 2d 950–51,
Guaranty § 4 (2010).
‘‘When two agreements . . . are connected by refer-
ence and subject matter, both are to be considered in
determining the real intent of the parties. . . . Where
. . . the signatories execute a contract which refers to
another instrument in such a manner as to establish
that they intended to make the terms and conditions
of that other instrument a part of their understanding,
the two may be interpreted together as the agreement
of the parties.’’ (Citation omitted; internal quotation
marks omitted.) Regency Savings Bank v. Westmark
Partners, 59 Conn. App. 160, 164–65, 756 A.2d 299
(2000).
Contracts must be given a reasonable interpretation
and the words used their common, natural, and ordinary
meaning and usage; Auto Glass Express, Inc. v. Han-
over Ins. Co., 293 Conn. 218, 226, 975 A.2d 1266 (2009);
unless a technical or special meaning is clearly
intended. Bristol v. Ocean State Job Lot Stores of Con-
necticut, Inc., supra, 284 Conn. 8. ‘‘Generally, a word
used by the parties in one sense will be given the same
meaning throughout the contract in the absence of
countervailing reasons.’’ 11 S. Williston, Contracts (4th
Ed. 2012) § 32:6, p. 709.
In the present case, the defendants’ guarantee, which
appeared on the last page of the lease document and
was entitled ‘‘Non tenant Co-signers,’’ provided, in its
entirety: ‘‘By signing, we understand that we are jointly
liable for this lease, its payments, and other responsibili-
ties, until the lease has expired, or until the landlord
secures a new lessee (in the case that the tenants choose
to vacate the premises prior to the term of this lease).’’
(Emphasis added.) Although the defendants’ guarantee
is contained in the same document as the lease, that
guarantee is a contract separate from the lease. Addi-
tionally, the guarantee is not of unlimited duration
because there is an outside time limit on its applicabil-
ity. It is effective ‘‘until the lease has expired.’’ Because
the guarantee itself did not set forth a specific date,
e.g., September 30, 2012, when the lease ended, we
must look to the lease for that date. See Regency Sav-
ings Bank v. Westmark Partners, supra, 59 Conn.
App. 164–65.
The lease provided in paragraph 3: ‘‘If the tenant
decides to vacate the premises prior to the term of
the lease, tenants will be responsible for monthly rent
payments until the lease expires (September 30, 2012),
or until Owner secures another tenant, whichever hap-
pens first . . . .’’ We read similar or identical terms
and words throughout a contract to have a consistent
meaning. Accordingly, the lease expired on September
30, 2012, which is consistent with the term of the lease
set forth at the beginning of the document as running
from September 16, 2011 through September 30, 2012.
Consequently, the guarantee obligated the defendants
to be jointly liable for the ‘‘lease, its payments and
other responsibilities, until’’ September 30, 2012. The
unambiguous language of the guarantee, read in con-
junction with the unambiguous language of the lease,
informs and supports our legal conclusion that the
defendants’ liability for any of the tenants’ lease obliga-
tions did not include any of those obligations occurring
on dates after the lease expired on September 30, 2012.
B
The plaintiff argues, however, that the lease did not
expire until any extensions of the lease expired and
that the holdover of the tenants, contemplated in para-
graph 17 of the lease, constituted an extension. We
disagree.
The holdover provision contained in paragraph 17 of
the lease provides: ‘‘Should Tenants remain in posses-
sion of the Premises with the consent of Owner after
the expiration of this Lease, a new tenancy from month
to month shall be created between Owner and Tenant
which shall be subject to all the terms [and] condition[s]
hereof, but shall be terminable on thirty days written
notice served by either party to the other party.’’ The
plaintiff argues that paragraph 17 does not create a new
contract or lease, but merely extends the period of the
tenants’ occupancy under the original lease. Relying
on principles governing extensions and covenants to
renew,4 the plaintiff distinguishes paragraph 17 from a
covenant to renew with a new lease for a distinct term
and argues that it acts to extend the original lease with
all of its terms and conditions. He argues, therefore, that
the lease did not expire until the extensions expired.
This analysis is flawed, however, in its claimed appli-
cation to the defendants’ guarantee. The plaintiff’s
extension argument is inconsistent with the limit of
the application of the guarantee to tenant obligations
occurring on or before September 30, 2012, the defined
expiration date of the lease. As a separate contract; see
JP Morgan Chase Bank, N.A. v. Winthrop Properties,
LLC, supra, 312 Conn. 675; the guarantee was not a
term or condition of the lease. The text of the lease
between the plaintiff and the tenants, for example, did
not incorporate the guarantee between the plaintiff and
the defendants into the lease, and paragraph 17, the
holdover provision, does not incorporate or otherwise
refer to the guarantee. Conversely, the guarantee
between the plaintiff and the defendants did not contain
any provision continuing or extending the defendants’
guarantee obligation beyond September 30, 2012, in the
event of the creation of a new month-to-month tenancy
between the plaintiff and the tenants. Accordingly, the
plain language and meaning of the relevant term of the
guarantee between the plaintiff and the defendants is
that the defendants’ guarantee ended when the lease
expired on September 30, 2012, and, thus, the parties did
not agree to hold the defendants liable for the tenants’
obligations occurring after that date.
Moreover, while holding over under a lease could
operate to extend the lease if that was provided for in
the lease, the lease in this case does not include any
such language. The holdover provision instead states
that after the expiration of the lease—September 30,
2012—a new tenancy from month-to-month arises upon
the agreement of the plaintiff on the same terms and
conditions contained in the lease. Although many of
the responsibilities and obligations between the plain-
tiff and the tenants remained the same as under the
lease, the type of tenancy, notice provisions, and dura-
tion changed. Cf. FJK Associates v. Karkoski, 52 Conn.
App. 66, 68, 725 A.2d 991 (1999) (‘‘In the case of a rental
on a month-to-month basis the tenancy is not regarded
as a continuous one. The tenancy for each month is
one separate from that of every other month. [Internal
quotation marks omitted.]’’).
In Bockelmann v. Marynick, 788 S.W.2d 569, 570
(Tex. 1990), the Supreme Court of Texas addressed a
similar holdover provision when the plaintiff sought to
hold a former cotenant liable after she vacated the
premises. The original lease was one for a specific
twelve month term, but the cotenant remained for
longer than a year and subsequently defaulted. Id. The
holdover clause in the lease in that case provided:
‘‘Should [the tenant] remain in possession of the
demised premises with the consent of [the lessor] after
the natural expiration of this lease, a new tenancy from
year to year shall be created between [the lessor] and
[the tenant] which shall be subject to all the terms and
conditions hereof but shall be terminable by 60 days
notice.’’ Id. The Texas Supreme Court held: ‘‘Under
[our] common law holdover rule, a landlord may elect
to treat a tenant holding over as either a trespasser or
as a tenant holding under the terms of the original
lease.5 . . . The lease incorporated this rule of hold-
over, providing that, if the landlord consent[ed], a ‘new
tenancy’ would be created if the tenant remained in
possession beyond expiration of the lease. The lease
stated that this new tenancy would be subject to the
same terms and conditions as the original tenancy,
except that the holdover tenancy would be ‘from year
to year . . . terminable by 60 days notice.’ Thus, under
the express terms of the lease, this holdover tenancy
was a new tenancy rather than an extension or renewal
of the original lease.’’ (Citation omitted; footnote
added.) Id., 571–72. Similarly, the holdover provision
here did not extend the existing lease, but created a
new tenancy from month-to-month.6
The trial court found that the plaintiff visited the
property in November, 2012, and there was no damage
to the premises at that time. Thus, the claimed damages
occurred after September 30, 2012. Additionally, the
rent was not paid for April and May, 2014. The plaintiff
does not challenge these findings. Consequently,
because their liability ended when the lease expired on
September 30, 2012, and was not extended by the terms
of either of the two agreements, the defendants are not
liable for these claimed damages arising after that date.
II
The court noted in its memorandum of decision that
the defendants and tenants initialed certain paragraphs
of the lease. In its articulation, the court added that
‘‘the [plaintiff] failed to show . . . that the intent of
the parties was anything other than that shown in the
document he drafted and [that] was initialed where
agreed to by [the defendants].’’ (Emphasis added.) The
court further stated that, if concerns remained after the
expiration of the original term of the lease about the
tenants’ credit, ‘‘[the plaintiff] should have insisted on
a [cosigner] for the new tenancy created, as the original
document he drafted was not initialed and agreed to
by [the defendants] in the operative paragraph 17.’’ The
court also noted that it considered that the plaintiff
drafted the lease.
The plaintiff makes several arguments that the court
erred in considering extrinsic evidence in this case,
including, inter alia, that the court improperly consid-
ered that he had drafted the lease.7 Because the only
reasonable construction of the language of the guaran-
tee, read in conjunction with the lease, is that the defen-
dants’ liability for the obligations of the tenants did not
extend to the tenants’ obligations occurring after the
lease expired on September 30, 2012, we conclude that
the relevant language of these agreements was unam-
biguous. Accordingly, we agree that the court’s consid-
eration of any evidence extrinsic to these documents
was improper, as was its analysis of the guarantee as
an issue of fact. Nevertheless, when a trial court reaches
a correct decision but on improper grounds, this court
may affirm if a proper basis exists to support the deci-
sion. Favorite v. Miller, 176 Conn. 310, 317, 407 A.2d
974 (1978); Geremia v. Geremia, 159 Conn. App. 751,
779, 125 A.3d 549 (2015). We conclude as a matter of
law, pursuant to the unambiguous terms of the guaran-
tee and separate lease, that the defendants have no
liability to the plaintiff for any damages or nonpayment
by the tenants occurring after September 30, 2012.
The judgment is affirmed.
In this opinion the other judges concurred.
1
The plaintiff brought this action against David Mahon, Jr., and Melissa
Choquette as tenants for breach of a lease, and against Cecile Mahon and
David Mahon, Sr., as ‘‘nontenant cosigners.’’ David Mahon, Jr., and Choquette
have not appealed the judgment of the trial court. Accordingly, all references
to the defendants in this opinion are to David Mahon, Sr., and Cecile Mahon.
The record indicates that David Mahon, Sr., and David Mahon, Jr., are
not in fact senior and junior. The case name and the trial court utilized
these designations, however, and, for consistency, we will as well.
2
In its articulation, the court referred to the plaintiff as the ‘‘defendant-
appellant,’’ but, read in context, we interpret this usage to refer to the
plaintiff.
3
The court characterized the defendants as guarantors and interpreted
their agreement as a guarantee. The plaintiff does not now nor did he raise
before the court any challenge to the characterization of the defendants as
guarantors or the nature of their agreement as a guarantee. Any claim
concerning whether the contractual language leads to a contrary conclusion,
therefore, has not been preserved. See White v. Mazda Motor of America,
Inc., 313 Conn. 610, 619–20, 99 A.3d 1079 (2014) (‘‘[A]n appellate court is
under no obligation to consider a claim that is not distinctly raised at the
trial level. . . . The requirement that [a] claim be raised distinctly means
that it must be so stated as to bring to the attention of the court the precise
matter on which its decision is being asked.’’ [Citations omitted; emphasis
in original; footnote omitted; internal quotation marks omitted.]). Accord-
ingly, we treat and refer to the agreement between the defendants and the
plaintiff as a guarantee.
4
In distinguishing lease extensions from covenants to renew in lease
agreements, our Supreme Court has stated that in the case of extensions,
‘‘the original lease operates as a continuous one, and the holding for a term
exceeding the minimum provided in the agreement does not require any
additional instrument to give it validity’’; City Coal Co. v. Marcus, 95 Conn.
454, 459, 111 A. 857 (1920); and ‘‘upon the performance of stipulated acts,
the same lease continues in force during the additional period.’’ Carrano
v. Shoor, 118 Conn. 86, 93, 171 A. 17 (1934). Indeed, a lease extension has
been defined as ‘‘a stipulation in a lease intended merely to lengthen its
time upon the terms and conditions stated in the original lease . . . .’’ 52
C.J.S. 97, Landlord & Tenant § 70 (2012).
5
Similarly, Connecticut law allows a holdover tenant to be considered as
a tenant at sufferance; General Statutes § 47a-3d; FJK Associates v. Karkoski,
supra, 52 Conn. App. 68; or as a month-to-month tenant. General Statutes
§ 47a-3b; Bellini v. Patterson Oil Co., 156 Conn. App. 158, 164, 111 A.3d 987
(2015). Our law, however, does not impose the original lease terms upon
parties who have not agreed that such terms apply to a holdover tenancy.
United Social & Mental Health Services, Inc. v. Rodowicz, 96 Conn. App.
34, 40–41, 899 A.2d 85, cert. denied, 280 Conn. 920, 908 A.2d 546 (2006).
6
The plaintiff also argues that ‘‘tenancy’’ in this instance merely implicates
a new period of time. This argument, however, ignores the specific language
of paragraph 17 of the lease that, in the event of the tenants’ holding over
after September 30, 2012, with the plaintiff’s consent, ‘‘a new tenancy from
month to month shall be created . . . .’’ Additionally, the definition of ten-
ancy advocated by the plaintiff does not impact our interpretation of the
guarantee, because it does not change the plain language that the defendants’
liability was limited to the tenants’ obligations that arose prior to when the
lease expired on September 30, 2012.
7
In particular, the plaintiff argues that the court improperly considered
such evidence, ignoring paragraph 28 of the lease, which provides: ‘‘The
parties acknowledge each to the other that they have reviewed this
agreement and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Lease.’’ When the language in a contract
is ambiguous, our courts construe those ambiguities against the drafter.
Ramirez v. Health Net of the Northeast, Inc., 285 Conn. 1, 13–14, 938 A.2d
576 (2008). ‘‘[This] doctrine, however, applies only after the court determines
that the language in the contract is ambiguous.’’ (Emphasis omitted.)
Dinardo Seaside Tower, Ltd. v. Sikorsky Aircraft Corp., 153 Conn. App.
10, 35, 100 A.3d 413, cert. denied, 314 Conn. 947, 103 A.3d 976 (2014).