Niehaus v. Cowles Business Media, Inc.

• Decision Date: 22 April 2003
• Docket Number: (SC 16644)
• Citation: 263 Conn. 178,819 A.2d 765
• Court: Connecticut Supreme Court
• Parties: THOMAS J. NIEHAUS v. COWLES BUSINESS MEDIA, INC.

263 Conn. 178

819 A.2d 765

THOMAS J. NIEHAUS v. COWLES BUSINESS MEDIA, INC.

(SC 16644)

Supreme Court of Connecticut.

Argued October 21, 2002

Officially released April 22, 2003

Sullivan, C. J., and Norcott, Palmer, Vertefeuille and Owens, Js. Thomas E. Minogue, Jr., for the appellant (plaintiff).

Kenneth W. Gage, with whom, on the brief, was Jamal M. Dawkins, for the appellee (defendant).

Opinion

SULLIVAN, C. J.

This certified appeal involves two questions. First, we consider the certified question of whether the Appellate Court properly dismissed the plaintiff's appeal on the ground that the plaintiff had not provided an adequate record for review.¹ We conclude that the Appellate Court improperly dismissed the appeal. Second, we also consider, on the merits, whether the trial court properly granted the defendant's motion for summary judgment.² We conclude that the trial court improperly granted the defendant's motion for summary judgment. Accordingly, we reverse the judgment of the Appellate Court.

The Appellate Court's opinion sets forth the relevant undisputed facts and procedural history. "In 1995, the plaintiff [Thomas J. Niehaus] negotiated with his then employer, Simba Information, Inc. (Simba), for additional compensation to be paid to him in the event that Simba sold its stock to the defendant [Cowles Business Media, Inc.], depending on the time of the sale. The negotiations led the plaintiff and Simba to enter into a participation agreement (agreement), dated June 16, 1995, at which time the plaintiff had been employed by Simba for nearly two years. The agreement provided for the payment of a valuation amount to the plaintiff if a sale of Simba stock occurred. The participation period began on the date of the agreement and ended on March 31, 1999. The sale of Simba in fact occurred, and was completed and closed on January 16, 1996, when the defendant purchased all of the stock of Simba.

"On March 19, 1997, the defendant terminated the plaintiff's employment without cause. On or about April 1, 1997, the plaintiff received $151,229, less applicable taxes, as payment under the terms of the agreement. On June 15, 1999, the plaintiff commenced this action. The complaint alleges one count of breach of contract and one count of breach of the implied covenant of good faith and fair dealing. The complaint alleges that the plaintiff is entitled to receive an additional $151,229 under the terms of the participation agreement between him and Simba. On January 13, 2000, the defendant filed a motion for summary judgment as to both counts of the complaint. The defendant claimed that there was no genuine issue of material fact because the participation agreement was unambiguous and, therefore, as a matter of law, the plaintiff was not entitled to additional sums." Niehaus v. Cowles Business Media, Inc., 66 Conn. App. 314, 314-15, 784 A.2d 426 (2001) (per curiam).

The basis of the defendant's motion for summary judgment was its claim that the agreement clearly and unambiguously provided that the plaintiff was entitled to only a pro rata portion of the valuation amount because he was terminated during the participation period. In support of this claim the defendant argued that the plaintiff, in his deposition, had conceded that paragraph four of the agreement, which contained the pro rata provision, set forth the amounts to be paid to him in the event his employment was terminated. The plaintiff filed an opposition to the defendant's motion in which he claimed that the agreement reasonably could be interpreted to provide for a full, as opposed to a pro rata, payment and argued that his deposition testimony, far from removing such ambiguity, actually supported his interpretation of the agreement. On March 7, 2000, the trial court granted the defendant's motion for summary judgment and rendered judgment for the defendant.

On appeal to the Appellate Court, the plaintiff claimed that the trial court improperly concluded that the agreement was clear and unambiguous. Id., 315. The Appellate Court, however, declined to review the plaintiff's claim, concluding that the plaintiff had failed to provide an adequate record for review. Id., 317. Thus, the Appellate Court dismissed the appeal. Id.

I

The plaintiff claims that the Appellate Court improperly dismissed his appeal. We agree.

The following additional facts and procedural history are relevant to this claim. The trial court endorsed the last page of the defendant's motion for summary judgment by circling the word, "[g]ranted," signing that page and noting: "The language of the Participation Agreement is clear and unambiguous, especially paragraph 4 (c). Therefore, there are not any genuine issues of fact." The plaintiff did not seek an articulation of the court's ruling.

In refusing to review the merits of the plaintiff's claim, the Appellate Court stated: "[W]e are unable to discern the factual and legal basis of the court's decision from the two sentences noted as its decision. This court has no way of knowing the basis of the trial court's ruling. The record contains the agreement and the plaintiff's deposition testimony." Niehaus v. Cowles Business Media, Inc., supra, 66 Conn. App. 317.

We begin our analysis by noting that the question of whether the Appellate Court properly dismissed the appeal for an inadequate record is one of pure law. Accordingly, our review is plenary. See, e.g., State v. Butler, 262 Conn. 167, 174, 810 A.2d 791 (2002). "It is well established that the appellant bears the burden of providing an appellate court with an adequate record for review. Practice Book § 61-10; Rivera v. Double A Transportation, Inc., 248 Conn. 21, 33-34, 727 A.2d 204 (1999); Willow Springs Condominium Assn., Inc. v. Seventh BRT Development Corp., 245 Conn. 1, 52, 717 A.2d 77 (1998)." Community Action for Greater Middlesex County, Inc. v. American Alliance Ins. Co., 254 Conn. 387, 394, 757 A.2d 387 (2000) (Community Action).

The question we must decide is whether, under the circumstances of this case, the trial court's two sentence judgment granting the defendant's motion for summary judgment constituted an adequate basis for appellate review. We conclude, as we recently did under similar circumstances in Community Action, that the trial court's ruling on the defendant's motion for summary judgment provided an adequate record for review.

The principal issue on appeal in Community Action was whether the defendant insurer had a duty to defend the plaintiff insured in a negligence action brought against the plaintiff by one of its students (Poe).³ Id., 389. On appeal, we faced the threshold question of whether the Appellate Court properly had dismissed the plaintiff's appeal of the trial court's summary judgment for lack of an adequate record. Id., 392. We noted that the trial court in that case had simply stated that the defendant's motion was, "`Granted . . . . See Middlesex Mutual Assurance Co. v. Rand . . . .'" (Citation omitted.) Id., 392.

In considering whether the Appellate Court properly had dismissed the plaintiff's appeal, we noted the following: "The issue presented to the Appellate Court was whether the trial court properly had rendered summary judgment for the defendant rather than the plaintiff. In order to resolve that issue, the Appellate Court was required to determine whether the defendant was obligated to defend the plaintiff in the action filed against it on behalf of Poe. The question of whether an insurer has a duty to defend its insured is purely a question of law, which is to be determined by comparing the allegations of Poe's complaint with the terms of the insurance policy.... Thus, the plaintiff's appeal from the judgment of the trial court required the Appellate Court to make a de novo determination of whether the allegations of Poe's complaint state[d] a cause of action which appear[ed] on its face to be within the terms of the policy coverage. . . . In such circumstances, the facts are not in dispute and, because the reviewing court's review is de novo, the precise legal analysis undertaken by the trial court is not essential to the reviewing court's consideration of the issue on appeal." (Citations omitted; internal quotation marks omitted.) Id., 395-96. Ultimately, we concluded that the Appellate Court improperly had determined that the record was inadequate for review. Id., 396-97.

As it was asked to do in Community Action, the Appellate Court in this case was asked to review a question of law, namely, whether, in granting summary judgment, the trial court properly had concluded that the agreement was clear and unambiguous. Thus, as in Community Action, in this case the plaintiff's appeal from the judgment of the trial court required the Appellate Court to make a de novo determination. Specifically, the Appellate Court was required to provide de novo review of the agreement and determine whether the trial court properly had concluded that it was clear and unambiguous. Likewise, as in Community Action, there were no facts in dispute relevant to whether the agreement was clear and unambiguous,⁴ and the precise legal analysis undertaken by the trial court was not essential to consideration of the issue on appeal.

We do note that it is true that, as the defendant points out, in Community Action we stated that the trial court's citation of a case that was "not directly on point," but addressed an "analogous issue" in a similar manner, indicated that "the trial court correctly identified the applicable law." Id., 397. Nevertheless, we do not believe that the trial court's failure in this case to provide a citation suggestive of its legal reasoning deprived the Appellate Court of an adequate record, especially in light of the fact that there was no dispute on appeal as to the governing legal principles at issue in the present case.⁵

We also reject the defendant's argument that the Appellate Court properly dismissed the...