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AMERICAN FIRST FEDERAL, INC. v.
SHELDON M. GORDON ET AL.
(AC 38217)
(AC 38365)
Lavine, Keller and Pellegrino, Js.
Argued January 5—officially released June 6, 2017
(Appeal from Superior Court, judicial district of
Stamford-Norwalk, Complex Litigation Docket,
Genuario, J.)
Patrick A. Linsey, with whom was Aaron A. Romney,
for the appellants in AC 38217, appellees in AC 38365
(defendants).
Jonathan P. Vuotto, pro hac vice, with whom were
William N. Wright, and, on the brief, John F. Carberry,
David T. Martin, Jeffrey B. Gardner, and Laura J.
Petrie, for the appellee in AC 38217, appellant in AC
38365 (plaintiff).
Opinion
KELLER, J. These consolidated appeals arise from an
action brought by the plaintiff, American First Federal,
Inc., against the defendants, Sheldon M. Gordon and
Gordon Group Investments, LLC (GGI), to collect on a
commercial loan. Following a trial to the court, judg-
ment was rendered in favor of the plaintiff. In AC 38217,
the defendants claim that the court erred by concluding
that the plaintiff’s predecessor in interest assigned its
rights under the loan to the plaintiff. In AC 38365, the
plaintiff claims that the court erred in its determination
of attorney’s fees and calculation of postjudgment inter-
est. We disagree with the parties’ claims. Accordingly,
we affirm the judgment of the court.
The following facts, as found by the court, undisputed
evidence, and procedural history are relevant to the
parties’ claims. On or about September 18, 2006, Gordon
and Sovereign Bank (Sovereign), which is not a party
to these appeals, executed a business loan agreement.
As part of the agreement, Gordon executed a promis-
sory note (2006 note) in favor of Sovereign in the princi-
pal amount of $3,000,000 with a maturity date of
December 1, 2006. GGI, through Gordon as its manager,
guaranteed repayment of the loan. On or about Novem-
ber 21, 2008, Gordon executed a second promissory
note (2008 note), amending and restating the terms of
the 2006 note. The 2008 note evidenced the same debt as
the 2006 note and had a maturity date of June 30, 2009.
Sovereign, Gordon, and GGI subsequently executed
two agreements relating to the loan. The first (2009
modification agreement) extended the maturity date of
the 2008 note to December 31, 2009. Under the second
agreement (2010 forbearance agreement), Sovereign
promised to forbear from bringing an action to collect
on the loan until September 30, 2010.
On or about September 22, 2010, Sovereign and the
plaintiff executed an asset sale agreement in which
Sovereign agreed to sell, and the plaintiff agreed to
purchase, Sovereign’s interest in the loan1 on a subse-
quent closing date. Prior to the execution of the
agreement, however, Sovereign lost the original 2006
and 2008 notes. Those originals were never recovered.
Nevertheless, copies of all operative loan documents,
with the exception of the 2008 note, were transferred
to the plaintiff on or about the closing date.2
Sovereign and an agent for the plaintiff each informed
Gordon via letter that Sovereign had transferred the
loan to the plaintiff. Gordon made several loan pay-
ments to the plaintiff; however, he failed to make any
after February 9, 2011.3
The plaintiff commenced this action on May 27, 2011.
In its operative complaint, dated December 12, 2014, the
plaintiff alleged, inter alia, that Gordon was in breach of
the business loan agreement and the 2008 note, or, in
the alternative, the business loan agreement and the
2006 note, for unpaid principal, interest, and fees total-
ing $4,238,179.72. The plaintiff also sought attorney’s
fees and prejudgment and postjudgment interest under
General Statutes § 37-3a.4 Trial commenced on January
13, 2015, and concluded the following day.
By way of a memorandum of decision dated May 26,
2015, the court rendered judgment for the plaintiff. The
court concluded that Sovereign had assigned the loan
to the plaintiff and, accordingly, that the plaintiff was
entitled to collect on the debt.5 The court awarded dam-
ages of $4,325,778.80, consisting of unpaid principal,
interest, late charges, and other costs. The court
reserved judgment as to attorney’s fees and postjudg-
ment interest to allow for a hearing on those matters.
After that hearing, and by way of a memorandum of
decision dated August 25, 2015, the court awarded the
plaintiff attorney’s fees and costs of $483,451.86. The
court further concluded that the plaintiff was entitled
to postjudgment interest on the outstanding principal
balance of the loan, which would continue to accrue
until the loan was paid off. These appeals followed.
Additional facts will be provided as necessary.
I
AC 38217
The defendants claim that the court erred by conclud-
ing that Sovereign assigned the loan to the plaintiff.
We disagree.
The following facts, as found by the court, and undis-
puted evidence are pertinent to this claim. As previously
noted, Sovereign and the plaintiff executed an asset
sale agreement in which Sovereign agreed to sell, and
the plaintiff agreed to purchase, the Gordon debt on
a subsequent closing date. The asset sale agreement
provided that, on the closing date, the plaintiff would
pay Sovereign the purchase price, and Sovereign would
provide the plaintiff with any notes or lost note affida-
vits related to the Gordon loan, as well as a ‘‘Bill of
Sale and Assignment’’ (bill of sale) ‘‘selling, assigning,
transferring and conveying to the [plaintiff] all rights,
title and interests of [Sovereign]’’ in the loan.6 No bill
of sale was produced at trial.
In their posttrial brief, the defendants argued that
the plaintiff was not an assignee of the loan, or was
otherwise estopped from asserting that it was an
assignee. Their argument was threefold. First, the
defendants argued that the asset sale agreement did
not, by itself, effectuate an assignment of the Gordon
loan because the agreement merely bound Sovereign
to assign the loan to the plaintiff in the future, i.e., on
the closing date. See 3 Restatement (Second), Contracts
§ 330 (1), p. 49 (1981) (‘‘[a] contract to make a future
assignment of a right . . . is not an assignment’’). Thus,
the defendants argued, the plaintiff was not an assignee
of the loan, and accordingly was not entitled to collect
under it.
Second, and in the alternative to the first argument,
the defendants argued that, to the extent that the plain-
tiff asserted that evidence other than the asset sale
agreement demonstrated that an assignment occurred,
the plaintiff was estopped from advancing such argu-
ment because the plaintiff’s operative complaint specifi-
cally alleged that ‘‘[b]y an Asset Sale Agreement . . .
Sovereign sold, assigned, transferred and conveyed all
of its rights, title and interests’’ in the debt to the plain-
tiff. (Emphasis added.) See A. V. Giordano Co. v. Amer-
ican Diamond Exchange, Inc., 31 Conn. App. 163, 166,
623 A.2d 1048 (1993) (‘‘[o]ur law provides that a plain-
tiff’s recovery is limited to the allegations made in its
complaint’’).
Third, and in the alternative to the second argument,
the defendants argued that, even if evidence other than
the asset sale agreement could be considered in
determining whether an assignment occurred, such evi-
dence was insufficient to show an assignment in the
absence of the bill of sale.
The court concluded that Sovereign did in fact effec-
tuate an assignment of the loan to the plaintiff. The
court first observed that, ‘‘[g]enerally, to constitute an
assignment there must be a purpose to assign or transfer
the whole or a part of some particular thing, debt, or
chose in action, and the subject matter of the assign-
ment must be described with such particularity as to
render it capable of identification.’’ (Internal quotation
marks omitted.) The court concluded that the asset
sale agreement ‘‘contains a clear purpose to assign or
transfer the whole of the Gordon debt and documenta-
tion.’’ The court also determined that the asset sale
agreement, as well as other documents relating to the
loan, identified the Gordon debt ‘‘with sufficient partic-
ularity.’’ The court concluded that, despite the fact that
the plaintiff did not produce the bill of sale at trial,
there was ample other evidence demonstrating that the
debt and related documents were ‘‘actually conveyed’’
to the plaintiff. Such actual conveyance was evidenced,
the court found, by the following: ‘‘First, the Asset Sale
Agreement clearly establishes the intent to convey the
documents and the debt in the broadest possible sense
and identifies the documents and debt with sufficient
particularity to render it capable of identification. Sec-
ond, copies of all of the operative documents except
the 2008 note were transferred to the plaintiff at or
about the time of closing. Third, the Asset Sale
Agreement calls for lost note affidavits in the event of
lost notes and a lost note affidavit was executed by
representatives of Sovereign and delivered to the plain-
tiff with regard to the 2006 note at or about the time
of closing. Fourth, an allonge relating to the 2006 note
was executed at or about the time of closing. Fifth,
while the 2008 note was not discovered by the plaintiff
or Sovereign until well after the closing, upon its discov-
ery an allonge was executed by Sovereign and a lost
note affidavit covering the 2008 note was executed by
Sovereign, both of which were delivered to the plaintiff.
Sixth, shortly after the closing Sovereign sent a letter
to . . . Gordon stating that the loan had been trans-
ferred to the plaintiff. Similarly, representatives of the
plaintiff sent a letter to the defendants utilizing the same
account number as indicated in the Sovereign letter
notifying the defendants that the loan had been trans-
ferred to the plaintiff. Seventh, Gordon made payments
to the plaintiff and forwarded financial statements to
the plaintiff subsequent to these letters, indicating his
concurrence that the debt had been transferred to the
plaintiff. Eighth and finally, the testimony of the various
representatives of Sovereign and the plaintiff are all
consistent with their intent and understanding that the
documents and debt had been conveyed to Sovereign.’’
On appeal, the defendants make essentially the same
three arguments previously described. We do not find
these arguments to be persuasive.
Before proceeding to our analysis, we note the follow-
ing legal principles relating to assignments. ‘‘An assign-
ment is a transfer of property or some other right from
one person (the assignor) to another (the assignee),
which confers a complete and present right in the sub-
ject matter to the assignee. An assignment is a contract
between the assignor and the assignee, and is interpre-
ted or construed according to the rules of contract
construction.’’ (Footnotes omitted; internal quotation
marks omitted.) 6 Am. Jur. 2d 145–46, Assignments § 1
(2008). ‘‘Generally, to constitute an assignment there
must be a purpose to assign or transfer the whole or
a part of some particular thing, debt, or chose in action,
and the subject matter of the assignment must be
described with such particularity as to render it capable
of identification.’’ (Internal quotation marks omitted.)
Schoonmaker v. Lawrence Brunoli, Inc., 265 Conn. 210,
227, 828 A.2d 64 (2003).
‘‘[W]hen the facts are undisputed and the manifesta-
tion of intent must be gleaned by examining the words
and actions of the alleged assignor, the issue of whether
there is a valid assignment is a question of law over
which we exercise plenary review.’’ One Country, LLC
v. Johnson, 314 Conn. 288, 300, 101 A.3d 933 (2014).
‘‘[W]here the legal conclusions of the court are chal-
lenged, we must determine whether they are legally and
logically correct and whether they find support in the
facts set out in the memorandum of decision . . . .’’
(Internal quotation marks omitted.) Fernwood Realty,
LLC v. AeroCision, LLC, 166 Conn. App. 345, 356, 141
A.3d 965, cert. denied, 323 Conn. 912, 141 A.3d 981
(2016).
The court did not err in concluding that Sovereign
assigned the debt to the plaintiff. Although we agree
with the defendants that the asset sale agreement, by
itself, was insufficient to effectuate an assignment,7
other facts found by the court, together with the asset
sale agreement, amply demonstrate that Sovereign
assigned the loan to the plaintiff.
The first requirement for an assignment is an intent
to assign—that is, to ‘‘[confer] a complete and present
right in the subject matter to the assignee.’’ 6 Am. Jur.
2d, supra, § 1, pp. 145–46. ‘‘The intent to assign may
appear from the writing itself, or may be derived from
another source, such as the acts of the assignor or the
surrounding circumstances. In determining the intent
of the parties to an assignment, all the facts and circum-
stances surrounding the transaction must be taken into
consideration.’’ (Footnote omitted.) Id., § 100, pp.
220–21.
Although the asset sale agreement did not itself effec-
tuate the assignment, the agreement may be considered
as evidence of Sovereign’s intent to assign. To be sure,
it is not conclusive evidence. But when added to the
fact that, after execution of the agreement, operative
loan documents were sent to the plaintiff on or about
the closing date, both Sovereign and the plaintiff
informed Gordon by letter that Sovereign had trans-
ferred the loan to the plaintiff, and Gordon then pro-
ceeded to make payments to the plaintiff, we are
persuaded that Sovereign manifested an intent to assign
the debt to the plaintiff.
The defendants do not challenge the court’s finding
with respect to the second requirement of an assign-
ment—that is, that the subject matter of the assignment
be adequately identified.8 Schoonmaker v. Lawrence
Brunoli, Inc., supra, 265 Conn. 227. We therefore do
not disturb the court’s determination that the loan was
identified with sufficient particularity. Accordingly, we
conclude as a matter of law that Sovereign assigned
the Gordon loan to the plaintiff.
We next consider the defendants’ argument that the
plaintiff’s complaint was insufficient to plead the theory
that assignment of the loan was effectuated in any way
other than by the asset sale agreement. ‘‘[T]he interpre-
tation of pleadings is always a question [of law] for the
court . . . . The modern trend, which is followed in
Connecticut, is to construe pleadings broadly and realis-
tically, rather than narrowly and technically. . . .
Although essential allegations may not be supplied by
conjecture or remote implication . . . the complaint
must be read in its entirety in such a way as to give
effect to the pleading with reference to the general
theory upon which it proceeded, and do substantial
justice between the parties. . . . As long as the plead-
ings provide sufficient notice of the facts claimed and
the issues to be tried and do not surprise or prejudice
the opposing party, we will not conclude that the com-
plaint is insufficient to allow recovery.’’ (Citations omit-
ted; internal quotation marks omitted.) Parsons v.
United Technologies Corp., 243 Conn. 66, 82–83, 700
A.2d 655 (1997).
The plaintiff’s complaint alleged that ‘‘[b]y an Asset
Sale Agreement . . . by and between Sovereign, as
seller, and Plaintiff, as buyer, Sovereign sold, assigned,
transferred and conveyed all of its rights, title and inter-
ests in the [Gordon debt].’’ (Emphasis added.) Even
though we believe, as stated previously, that the asset
sale agreement did not by itself effectuate an assign-
ment, we are not persuaded by the defendants’ argu-
ment. We deem it sufficient that the plaintiff identified
the asset sale agreement in the manner that it did in the
complaint because the agreement contained detailed
terms governing the closing and therefore put the defen-
dants on notice that the assignment was to be effectu-
ated through such closing. Accordingly, we reject
this argument.9
Finally, the defendants argue that the court erred
by concluding that Sovereign assigned the loan to the
plaintiff because the plaintiff did not produce a bill of
sale at trial. The defendants argue that this is the case
because the asset sale agreement ‘‘mandated that any
assignment in relation thereto was to be effectuated in
writing via a [bill of sale] . . . .’’ This argument pre-
sents a question of law over which we exercise plenary
review. See One Country, LLC v. Johnson, supra, 314
Conn. 300.
The defendants’ argument is unsound. We observe
that the asset sale agreement was an agreement
between Sovereign and the plaintiff—that is, between
the assignor and assignee—and not between Sovereign
and the defendants. For this reason, the plaintiff’s reli-
ance on Location Realty, Inc. v. Colaccino, 287 Conn.
706, 949 A.2d 1189 (2008), is misplaced. In Colaccino,
the contract at issue, which contained a provision
requiring that any assignment be memorialized in a
writing signed by both parties, was between the would-
be assignor and the obligor. Id., 722 n.14. Such restric-
tions are generally permissible. See 6 Am. Jur. 2d, supra,
§ 19, p. 159 (‘‘[i]t has been held that provisions in bilat-
eral contracts that forbid or restrict assignment of the
contract without the consent of the obligor are generally
valid and enforceable’’).
The defendants have not, however, provided any legal
authority for the proposition that the absence of a bill
of sale or any other document, the issuance of which
was mandated by a contract between the assignor and
assignee, precludes a determination that an assign-
ment occurred.
Although the bill of sale was a document key to the
closing as contemplated by the asset sale agreement,
and the absence of such document undoubtedly tends
to support the defendants’ argument that no assignment
occurred, we see no reason why we should be required
to ignore the other facts found by the court clearly
indicating that Sovereign intended to, and in fact did,
assign the loan to the plaintiff. As stated previously,
those facts amply demonstrate that an assignment
occurred. This argument is, therefore, unavailing.
II
AC 38365
A
We now turn to the plaintiff’s first claim on appeal.
The plaintiff claims that the court abused its discretion
by awarding a lesser amount of attorney’s fees than the
plaintiff sought on the basis that the amount sought
was unreasonable. We disagree.
‘‘[T]here is an undisputed requirement that the rea-
sonableness of attorney’s fees and costs must be proven
by an appropriate evidentiary showing.’’ (Emphasis
omitted; internal quotation marks omitted.) Smith v.
Snyder, 267 Conn. 456, 471, 839 A.2d 589 (2004). ‘‘[T]he
proponent must present to the court . . . a statement
of the fees requested and a description of services ren-
dered.’’ Id., 479.
‘‘[W]e review the trial court’s decision to award attor-
ney’s fees for abuse of discretion. . . . This standard
applies to the amount of fees awarded . . . and also
to the trial court’s determination of the factual predicate
justifying the award. . . . Under the abuse of discre-
tion standard of review, [w]e will make every reason-
able presumption in favor of upholding the trial court’s
ruling, and only upset it for a manifest abuse of discre-
tion.’’ (Citations omitted; internal quotation marks omit-
ted.) Schoonmaker v. Lawrence Brunoli, Inc., supra,
265 Conn. 252–53.
The following additional facts, as found by the court,
are relevant to our discussion. ‘‘The plaintiff [sought]
an award of attorney’s fees in the amount of $699,644.25,
plus costs in the amount of $18,451.86, for a total award
of $718,056.11. In support of [its] motion, the plaintiff
. . . offered the affidavits of lead counsel who was
admitted pro hac vice and the affidavit of lead counsel
for the local firm that also represented the plaintiff.
The affidavits submitted were heavily redacted10 as a
result of the plaintiff’s claim that the redactions were
necessary to protect the plaintiff’s attorney-client privi-
lege. Subsequent to the [defendants’] objection, which
in part was based upon the significant redactions, the
plaintiffs filed supplemental affidavits of the two attor-
neys, which contained significant redactions, but less
than those which were contained in the original affida-
vits.’’11 (Footnote added.)
The court awarded the plaintiff attorney’s fees of
$465,000—approximately $235,000 less than the amount
sought—and costs of $18,451.86. In its August 25, 2015
memorandum of decision, the court reasoned: ‘‘[T]he
court cannot ignore the fact that the plaintiff chose to
employ two well respected and competent law firms;
and that the out of state firm utilized three lawyers
and the instate firm utilized three lawyers and three
paralegals. The court also agrees that the redactions
to the billing records, including the redactions to the
amount actually paid, affect, though do not eliminate,
the probative value of those records. The court believes
that in many cases there was a duplication of effort by
the firms and notes that both firms sent experienced
partners during the trial of this case as well as during
most pretrial and post-trial motions (as opposed to a
partner and [an] associate which would be more typical
of a case of this type) and that the efficiency of the
delivery of legal services was impacted by that
decision.’’
The plaintiff argues that the court abused its discre-
tion by awarding the amount of attorney’s fees that it
did because (1) the redactions to the affidavits were
appropriate and, even with them, the affidavits provided
sufficient basis for the court to award the fees
requested, and (2) the court’s finding that there was
some duplication of work among the plaintiff’s attor-
neys was unsupported by the record. These arguments
are unavailing.
The court, Genuario, J., handled all aspects of this
litigation since late 2013. This included adjudicating
numerous discovery disputes, several motions to strike,
motions for summary judgment by both parties, and all
manner of other motions and requests. Clearly, the
court was quite familiar with the issues tried and the
work performed by counsel. The court concluded, no
doubt based on such familiarity with the case, as well
as its ‘‘general knowledge of what would be reasonable
compensation’’; (internal quotation marks omitted)
Smith v. Snyder, supra, 267 Conn. 471; that the figure
the plaintiff submitted was unreasonable. We afford
substantial deference to the court in this regard, and
see no reason to conclude that the court erred simply
because it did not cite specific instances of duplication
in its memorandum of decision. See Commission on
Human Rights & Opportunities v. Brookstone Court,
LLC, 107 Conn. App. 340, 352, 945 A.2d 548, cert. denied,
288 Conn. 907, 953 A.2d 651 (2008) (rejecting plaintiff’s
argument that court’s attorney’s fees award using lode-
star method improper ‘‘[i]n the absence of the trial court
identifying any specific time spent in the litigation by
[the] plaintiff[’s] counsel as being unreasonable . . . .’’
[internal quotation marks omitted]).12
We likewise do not find error in the court’s observa-
tion that the redactions ‘‘affect, though do not eliminate,
the probative value of’’ the affidavits. The following
background is relevant to this argument. At the posttrial
hearing concerning attorney’s fees and postjudgment
interest, the court stated: ‘‘[Y]ou are looking at three
quarters of a million dollars in attorney’s fees for what
was effectively a two day, three day trial with a lot of
stipulation of facts. . . . Here you have two very com-
petent law firms. The plaintiff decided that it wanted
to be represented by two firms, which is the plaintiff’s
right. . . . [B]ut [that] doesn’t mean [that] the plaintiff
. . . gets to double up on the charges against the defen-
dants if that was not reasonable. . . . [A]nd one of the
things that I frequently do in situations like that is to
look at the details of the bills, see whether there is
duplication of effort, see whether I think the amount
of time spent was justified. You still have even on the
amended affidavits . . . substantial redactions, which
makes it difficult to determine where the duplication
of effort occurred or didn’t occur.’’
In light of this statement, it appears that the court, in
its August 25, 2015 memorandum of decision, concluded
that the fee figure sought by the plaintiff likely repre-
sented a partial duplication of effort, and was therefore
unreasonable, for reasons independent of the redac-
tions to the affidavits. As stated previously, the court
was permitted to apply its knowledge of this particular
litigation, as well as its general knowledge of what
would be reasonable fees in similar cases, in determin-
ing appropriate attorney’s fees. Accordingly, we reject
this claim.
B
Finally, the plaintiff claims that the court erred in its
calculation of postjudgment interest. We disagree.
The following evidence is relevant to this claim. As
mentioned previously, after trial, the court heard argu-
ment regarding the calculation of postjudgment inter-
est. At the hearing, the parties agreed on a postjudgment
interest rate of 9.16 percent. They disagreed, however,
as to the amount to which that rate should be applied.
The defendants asserted that postjudgment interest
should be applied only to the outstanding principal bal-
ance of the loan—that is, $2,944,333.59. The plaintiff
argued that such interest should be applied to the total
judgment amount of $4,468,839.71, a figure representing
unpaid principal and interest and other costs.
The court concluded that postjudgment interest
should be applied only to the outstanding principal.
Relying on Sikorsky Financial Credit Union, Inc. v.
Butts, 315 Conn. 433, 108 A.3d 228 (2015), the court
distinguished between General Statutes § 37-1, which
relates to interest for money loaned (interest eo
nomine), and General Statutes § 37-3a, which deals with
interest recoverable as damages for the detention of
money postmaturity. The court concluded that § 37-1
governed the present case. The court reasoned: ‘‘[Sec-
tion] 37-1 applies both prejudgment and postjudgment
interest without change. It requires the parties to be
held to the express terms of their bargain as set forth in
the applicable documents representing their agreement
and . . . we must turn to the express terms of the
parties’ agreement.’’ Reviewing the relevant loan docu-
ments, the court concluded that the documents pro-
vided for postjudgment interest to be applied only to
the unpaid principal balance of the loan.
The plaintiff argues that the court erred by determin-
ing that the postjudgment interest rate should apply
only to the unpaid principal of the loan, and not to
the total amount of the judgment. Because this claim
involves the interpretation of definitive contract lan-
guage, our review is plenary. See Cruz v. Visual Percep-
tions, LLC, 311 Conn. 93, 101, 84 A.3d 828 (2014).
The plaintiff’s argument is flawed. Section 37-3a is
inapplicable because ‘‘[o]nly if the parties to a loan
expressly reject postmaturity interest will the trial court
then have discretion under § 37-3a to award interest
as damages for the detention of money.’’ (Emphasis
added.) Sikorsky Financial Credit Union, Inc. v. Butts,
supra, 315 Conn. 444. We have reviewed the relevant
loan documents. Nowhere in them does the plaintiff
expressly disclaim its right to postmaturity interest. The
court therefore did not have discretion to award interest
as damages under § 37-3a.
As for interest under § 37-1, we must look to the
relevant terms of the agreement between Sovereign and
the defendants. We agree with the court that the loan
documents expressly provide that interest is to be
applied only to the outstanding principal of the loan.
The 2008 note states: ‘‘[Gordon] promises to pay to
[Sovereign] . . . the principal amount of [$3,000,000]
or so much as may be outstanding, together with inter-
est on the unpaid outstanding principal balance of
each advance.’’ (Emphasis added.) The 2009 modifica-
tion agreement provides: ‘‘Interest on this Note is com-
puted . . . by applying the ratio of the interest rate
over a year of 360 days, multiplied by the outstanding
principal balance, multiplied by the actual number of
days the principal balance is outstanding.’’ (Emphasis
added.)
The final agreement between the parties—the 2010
forbearance agreement—states that ‘‘the outstanding
principal amount of the loan shall continue to bear
interest at the Default Interest Rate during the term of
this Agreement.’’ The ‘‘term of this Agreement’’ means
until September 30, 2010, because the plaintiff agreed
to forbear from bringing suit to collect on the loan
before that date. The 2010 forbearance agreement also
states that ‘‘[a]ll of [the defendants’] obligations, indebt-
edness and liabilities to [Sovereign] as evidenced by or
otherwise arising under the Loan Documents13 and this
agreement . . . except as otherwise expressly modi-
fied in this Agreement . . . are, by [the defendants’]
execution of this Agreement, ratified and confirmed in
all respects by [the defendants].’’ (Footnote added.)
Thus, the defendants’ obligation to pay interest on the
loan principal, as set forth expressly in the 2008 note
and 2009 modification agreement, continued after the
term of the 2010 forbearance agreement.14
The plaintiff is entitled to postmaturity interest under
§ 37-1 because Sovereign and the defendants did not
disclaim it. See Sikorsky Financial Credit Union, Inc.
v. Butts, supra, 315 Conn. 444. Such interest, however,
will be calculated using the method by which Sovereign
and the defendants agreed to calculate interest eo
nomine—that is, by applying the interest rate to the
outstanding principal balance of the loan. Accordingly,
there is no error.
The judgment is affirmed.
In this opinion the other judges concurred.
1
Hereinafter, we refer to ‘‘Sovereign’s interest in the loan’’ as simply the
loan or the debt.
2
Sovereign located a copy of the 2008 note in 2013. Upon discovery,
Sovereign executed an allonge stating: ‘‘[I]t is intended that this Allonge be
attached to and made a permanent part of the [2008] note. Pay to the order
of American First Federal, Inc. . . .’’ Sovereign delivered this allonge, as
well as a lost note affidavit for the 2008 note, to the plaintiff. ‘‘An allonge
is defined as [a] slip of paper sometimes attached to a negotiable instrument
for the purpose of receiving further indorsements when the original paper is
filled with indorsements.’’ (Internal quotation marks omitted.) Chase Home
Finance, LLC v. Fequiere, 119 Conn. App. 570, 577 n.7, 989 A.2d 606, cert.
denied, 295 Conn. 922, 991 A.2d 564 (2010).
3
The court found that, although Gordon had not made any payments on
the loan since February 9, 2011, no one other than the plaintiff, the plaintiff’s
representative, or Sovereign had contacted the defendant claiming the right
to collect under the loan. The court also observed that ‘‘Sovereign does not
claim any rights under the various documents signed by Gordon or GGI.’’
4
Section 37-3a (a) permits the recovery of interest ‘‘as damages for the
detention of money after it becomes payable.’’
5
In so concluding, the court also determined that the 2008 note superseded
the 2006 note, and was, therefore, the operative note in this case.
6
The asset sale agreement also provided that the bill of sale would serve
as evidence that the transaction occurred.
7
Because it set forth several conditions precedent to completing the
assignment, including the aforementioned closing, the asset sale agreement
merely bound Sovereign and the plaintiff to make an assignment in the
future, and, therefore, was not itself an assignment. See 3 Restatement
(Second), supra, § 330 (1).
We also note that the asset sale agreement contained a Massachusetts
choice of law provision, and that Massachusetts law is in accord with our
conclusion that the asset sale agreement was not itself an assignment. See
Salafia v. Hanover Ins. Co., Docket No. 07-P-1021, 2008 WL 2677149, *2
(Mass. App. July 10, 2008) (‘‘[a]n assignment is made when the assignor
intends to assign a present right, identifies the subject matter assigned and
divests itself over the subject matter assigned’’ [internal quotation marks
omitted]).
8
Although the defendants point to a variance in Gordon’s ‘‘obligor number’’
(i.e., an identification number for the Gordon loan) occurring in a few
documents relating to the loan, the defendants do so distinctly in the context
of arguing that the alleged deficiency in the plaintiff’s complaint prejudiced
the defendants. We address this prejudice argument in footnote 9 of this
opinion.
9
Because we conclude that the plaintiff’s complaint was not deficient in
the manner described by the defendants, we do not reach the defendants’
argument that such alleged deficiency prejudiced them.
10
The affidavits were in the form of time sheets generated by each firm
representing the plaintiff. The time sheets contained entries for each task
or group of tasks that the firms performed on behalf of the plaintiff in the
present matter. Each entry listed, inter alia, the subject or nature of each
task or group of tasks, as well as the corresponding date, time expended,
and cost. The redacted material appears to be limited to the subject or
nature of the tasks. For example, a July 28, 2014 entry for one of the firms
reads: ‘‘Teleconference with Atty Gardner re: [redacted].’’
11
At the hearing concerning attorney’s fees and postjudgment interest,
the plaintiff offered to provide the court with unredacted versions of the
affidavits for in camera review. The hearing concluded, however, without
the plaintiff’s actually requesting that those versions of the affidavits be
entered into evidence. Nor did the plaintiff request additional time to prepare
such affidavits for submission to the court at a later point.
12
With regard to the plaintiff’s critique that the court failed to identify
specific instances of duplication, we also observe that the plaintiff was free
to request that the court articulate its reasons for concluding that there was
duplication of work, but the plaintiff failed to do so. See Practice Book § 66-5.
13
The 2010 forbearance agreement defined ‘‘Loan Documents’’ as the 2006
note, 2009 modification agreement, business loan agreement, and guaranty
by GGI. The 2010 forbearance agreement did not reference the 2008 note
(i.e., the operative note in this case) but it did, as just mentioned, reference
the 2009 modification agreement, which itself referenced the 2008 note.
14
For this reason, we reject the plaintiff’s assertion that ‘‘[t]here was no
language in the 2010 forbearance agreement . . . that provided that default
interest should only apply to the principal balance upon entry of judgment.’’