Yellow Book Sales & Distribution Co. v. Valle
84 A.3d 1196
Conn.2014Background
- Yellow Book, a Delaware corporation, sued Valle in his individual capacity on a contract with Moving America of CT, Inc.
- The contract was a three-party form between Yellow Book, Moving America, and Valle signing on behalf of Moving America; Valle signed as President with an accompanying handwritten designation.
- Contract provisions included clause 1 (advertising by publisher), clause 6(A) (customer pays for ad space), and clause 15(F) (signer undertakes full performance personally and individually).
- Moving America dissolved; Yellow Book claimed Valle was personally liable for unpaid balance; Valencia asserted statute of frauds as a defense; trial court granted summary judgment for Valle.
- Appellate Court affirmed, finding ambiguity as to whether Valle was a party in his individual capacity; held the contract did not satisfy the statute of frauds if Valle was a co-obligor.
- Connecticut Supreme Court reversed, holding the contract unambiguously identified Valle as an individual obligor and that clause 15(F) created a primary obligation in Valle, thus the statute of frauds did not apply.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did the contract unambiguously identify Valle as a party personally? | Yellow Book: language below signature and clause 15(F) show personal obligation. | Valle: contract viewed withMoving America; language not unambiguous about personal liability. | Yes; contract unambiguously identifies Valle as an individual obligor. |
| Does clause 15(F) create a primary personal obligation or a collateral undertaking? | Valle signed to personally assume full performance; clause 15(F) supports primary obligation. | Obligation may be interpreted as collateral to Moving America’s debt. | Primary obligation; Valle liable personally. |
| Is the handwritten designation 'President' ambiguity-creating on the contract's meaning? | No ambiguity; language below signature and clause 15(F) express personal liability. | Handwritten title could suggest signing in official capacity only. | Not ambiguous; language shows personal responsibility despite title. |
Key Cases Cited
- Jacobs v. Williams, 85 Conn. 215 (Conn. 1912) (individuals may be personally liable when language expresses personal undertaking)
- Bartolotta v. Calvo, 112 Conn. 385 (Conn. 1930) (collateral vs primary liability under statute of frauds)
- O'Connor v. Waterbury, 286 Conn. 732 (Conn. 2008) (contract ambiguity to determine parties' intent; language governs)
- Levine v. Massey, 232 Conn. 272 (Conn. 1995) (clear and unambiguous contract language controls)
- Cantabury Heights Condominium Assn., Inc. v. Local Land Development, LLC, 273 Conn. 724 (Conn. 2005) (summary judgment standard; contract interpretation under §17-49)