Cruz v. Visual Perceptions, LLC
84 A.3d 828
Conn.2014Background
- Plaintiff Norma Cruz sued Visual Perceptions, LLC for termination in violation of a definite-term letter agreement.
- March 1, 2007 letter stated a 36-month period from April 1, 2007 to March 31, 2010 and included compensation details.
- Trial court held the letter created a definite-term contract and awarded damages for termination without good cause.
- Appellate Court affirmed, agreeing the terms were definite and unambiguous.
- Court granted certification to determine whether the letter was truly definite-term or ambiguous, allowing extrinsic evidence.
- Court held the letter was ambiguous on its face and remanded for extrinsic-evidence findings to determine the parties’ intent.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the letter agreement creates a definite term or at-will employment. | Cruz contends the contract shows a definite term on its face. | Visual Perceptions argues language unambiguously fixes a definite term. | Ambiguous; extrinsic evidence required to determine intent. |
| Is the contract language plain and unambiguous, governing de novo review? | Language is ambiguous, requiring consideration of extrinsic evidence. | Language is plain and unambiguous, governing de novo review. | Language is ambiguous; de novo review applies to ambiguity. |
| Should extrinsic evidence be considered to resolve the ambiguity? | Extrinsic evidence should be used to determine intent. | Extrinsic evidence should be limited if language is plain. | Yes, extrinsic evidence must be considered on remand. |
| Whether contra proferentum applies as a last resort | Not applicable if extrinsic evidence resolves ambiguity. | To be used only as last resort after extrinsic-evidence review. |
Key Cases Cited
- United Illuminating Co. v. Wisvest-Connecticut, LLC, 259 Conn. 665 (Conn. 2002) (ambiguity determination is de novo; contract language plainness is a legal question)
- Tallmadge Bros., Inc. v. Iroquois Gas Transmission System, L.P., 252 Conn. 479 (Conn. 2000) (interpretation of written contracts is a matter of law when language is unambiguous)
- Schilberg Integrated Metals Corp. v. Continental Casualty Co., 263 Conn. 245 (Conn. 2003) (parol evidence admissible to explain ambiguity; cannot vary terms)
- Slifkin v. Condec Corp., 13 Conn. App. 538 (Conn. App. 1988) (contract language may be ambiguous despite express terms)
- Taravella v. Wolcott, 599 F.3d 129 (2d Cir. 2010) (one-year term contract ambiguity as to termination without cause)