Meeker v. MahonMeeker v. Mahon
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 damаges 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 thе 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 damages 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 procedural history are relevant to this appeal. On or about September 16, 2011, the plaintiff entered into a written lease agreemеnt for a term beginning on September 16, 2011, and ending on September 30, 2012, with the tenants for a residential property in Danielson. The defendants 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 continued to occupy the premises pursuant to a month-to-month tenancy until May 5, 2014. The tenants failed to pay rent from Aрril 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 standard, determined that whether the defendants could be held liable for damages to the рroperty and for nonpayment 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,
During the pеndency of this appeal, and in compliance 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 during the term of the lease, which ended on September 30, 2012. The plaintiff argues that, pursuant to the unambiguous contract language, the defendants were liable for any damage to the subject property and nonpayment of rent after Septеmber 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 plaintiff 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 interpretatiоn is well established. “Although ordinarily the question of contract interpretation, being a question of the parties’ intent, is a question of fact . . . [when] there is definitive contract language, the determination of what the parties intended by their . . . commitments is a question of
“[A]ny ambiguity in a contract must emanate from the language used by the parties. . . . [A] сontract 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 interpretations 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 obligate 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 obligation.” JP Morgan Chase Bank, N.A. v. Winthrop Properties, LLC, 312 Conn. 662, 675, 94 A.3d 622 (2014). “[A] guarant[ee] agreement is a separate and distinct obligation from that of the note or other obligation.” Id. “[Guarantees] are . . . distinct and essentially different 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 undertaking 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).
Contracts must be given a reasonable interpretation and the words used their common, natural, and ordinary meaning and usage; Auto Glass Express, Inc. v. Hanover 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 Connecticut, 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 thе 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 responsibilities, 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. Additionally, the guarantee is not of unlimited duration because there is an outside time limit on its applicability. 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 Savings 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 happens first . . . .” We read similar or identical terms and words throughout a contract to have а 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
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 paragraph 17 of the lease, constituted an extension. We disagree.
The holdover provision contained in paragraph 17 of the lease provides: “Should Tenants remain in possession 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 nоt 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 application 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.
In Bockelmann v. Marynick, 788 S.W.2d 569, 570 (Tex. 1990), the Supreme Court of Texas addressed a similar holdover provision whеn 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 holdover, providing thаt, 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 chаllenge these findings. Consequently,
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 opеrative 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 considered that he had drafted the lease.7 Because the only reasonable construction of the language of the guarantee, read in conjunction with the lease, is that the defendants’ liability fоr 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 unambiguous. Accordingly, we agree that the court‘s consideration 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 cоrrect decision but on improper grounds, this court may affirm if a proper basis exists to support the decision. 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 guarantee 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.
Notes
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.