Regency Savings Bank v. Westmark Partners

• Citation: 70 Conn. App. 341,798 A.2d 476
• Decision Date: 11 June 2002
• Docket Number: (AC 21898)
• Court: Appellate Court of Connecticut
• Parties: REGENCY SAVINGS BANK v. WESTMARK PARTNERS ET AL.

70 Conn. App. 341

798 A.2d 476

REGENCY SAVINGS BANK v. WESTMARK PARTNERS ET AL.

(AC 21898)

Appellate Court of Connecticut.

Argued February 19, 2002.

Officially released June 11, 2002.

Foti, Mihalakos and Peters, Js.

Thomas L. Kanasky, Jr., for the appellants (defendant Monroe Markovitz et al.).

Scott D. Rosen, for the appellee (plaintiff).

Opinion

FOTI, J.

The defendant guarantors in this foreclosure action, Monroe Markovitz, in his individual capacity, and Markovitz and Gloria Weissberg as executors of the estate of Jesse S. Weissberg,¹ appeal from the deficiency judgment rendered by the trial court in favor of the plaintiff, Regency Savings Bank, in the amount of $369,000. The defendants claim that the court improperly (1) rendered a deficiency judgment, (2) determined the amount of liability and (3) rendered judgment separately against them despite contractual language that expressly provided for joint and several liability.² We affirm the judgment of the trial court as to the defendants' first and second claims, and reverse the judgment as to the defendants' third claim.

The following facts underlie the claims before us. On June 30, 1987, CGI Danbury Associates Limited Partnership (CGI) executed a $3.5 million promissory note to Society for Savings (Society) and secured the note with a mortgage deed on a parcel of land in Danbury. With Society's permission, CGI conveyed the property to Westmark Partners (Westmark), which agreed to assume all of CGI's obligations under the note. Markovitz and Jesse Weissberg,³ both partners of Westmark, agreed to guarantee Westmark's payment and performance under the note. In 1996, Society assigned its interest in the note to the plaintiff. The plaintiff commenced an action of foreclosure after installment payments on the note ceased in 1997. On August 31, 1998, the court rendered a judgment of strict foreclosure in the plaintiffs favor.

The plaintiff thereafter filed a motion for a deficiency judgment against Westmark and its guarantors as permitted under General Statutes § 49-14 (a).⁴ The court, Stodolink, J., sustained the defendants' objection to the motion, concluding that Westmark was not obligated to pay a deficiency judgment under the terms of the note and that the guarantors also were not obligated to do so because they were required to satisfy only the obligations of the borrower, Westmark. The plaintiff appealed from that decision to this court. Regency Savings Bank v. Westmark Partners, 59 Conn. App. 160, 756 A.2d 299 (2000). We reversed the trial court's judgment and noted that by agreeing to guarantee the note, the defendant guarantors specifically limited the amount of their liability and that their guarantee allowed the property to be conveyed to Westmark without acceleration of the note. We concluded that the guarantors should not be allowed to escape the risk of their bargain while receiving the benefit thereof. Id., 167.

On remand, the court, Hiller, J., noted that the terms of the guarantee limited the liability of the defendant guarantors to "an amount equal to the cumulative total of the last twelve (12) monthly installments of principal and interest due on the loan prior to the lender's acceleration thereof." The court calculated that amount to be $369,000. The defendants claim that the court improperly rendered a deficiency judgment pursuant to § 49-14 and that it improperly interpreted the terms of the limited guarantee as to the amount of liability.

We afford the issues before us, involving both statutory and contract interpretation, plenary review. "Statutory construction ... presents a question of law over which our review is plenary.... According to our long-standing principles of statutory construction, our fundamental objective is to ascertain and give effect to the intent of the legislature.... In determining the intent of a statute, we look to the words of the statute itself, to the legislative history and circumstances surrounding its enactment, to the legislative policy it was designed to implement, and to its relationship to existing legislation and common law principles governing the same general subject matter." (Internal quotation marks omitted.) King v. Sultar, 253 Conn. 429, 437-38, 754 A.2d 782 (2000). "In construing a statute, common sense must be used, and courts will assume that the legislature intended to accomplish a reasonable and rational result." (Internal quotation marks omitted.) King v. Board of Education, 203 Conn. 324, 332-33, 524 A.2d 1131 (1987).

At the outset, we note the well settled principles of contract interpretation. "Although ordinarily the question of contract interpretation, being a question of the parties' intent, is a question of fact ... [w]here there is definitive contract language, the determination of what the parties intended by their contractual commitments is a question of law.... When only one interpretation of a contract is possible, the court need not look outside the four corners of the contract." (Internal quotation marks omitted.) Bentz v. Halsey, 54 Conn. App. 609, 616, 736 A.2d 931 (1999). On the other hand, "[w]hen an ambiguous term is at issue, the trial court can examine the extrinsic evidence to resolve the question of the parties' intent." (Internal quotation marks omitted.) Larson v. Jacobson, 38 Conn. App. 186, 190, 659 A.2d 753 (1995). Because we find definitive contract language, leaving no room for interpretation, our review of the court's interpretation of the relevant contract language at issue in this dispute is plenary. See Days Inn of America, Inc. v. 161 Hotel Group, Inc., 55 Conn. App. 118, 124, 739 A.2d 280 (1999).

I

The defendants first claim that the plaintiff is not entitled to a deficiency judgment pursuant to § 49-14. They argue that the court lacked the authority to render a deficiency judgment under the guarantee because the amount that the plaintiff claims actually is due under the guarantee is less than the actual deficiency. We disagree.

Essentially, the defendants argue that § 49-14 sets forth a clear method by which to determine the amount of liability in a deficiency judgment. The defendants argue that because the guarantee limited their liability under a different formula, the different and lesser amount of liability prescribed by the guarantee cannot be awarded as a deficiency judgment. They posit that "[t]he only deficiency judgment remedy available to a plaintiff is under § 49-14. The legislature did not intend that the amount of the judgment could be based on the agreement of the parties or as otherwise found by the court. The statute does not give the court any discretion nor does any case law."

Our duty to construe § 49-14 strictly does not preclude its application where, as here, a foreclosing mortgagee has complied with the statute's provisions and seeks to recover by means of a deficiency judgment against a guarantor who is obligated pursuant to a limited guarantee, even where the amount recoverable under that limited guarantee is less than the amount of the actual deficiency. In two prior decisions, this court has upheld deficiency judgments, in amounts agreed to by the parties by virtue of a contractual limitation on a guarantor's liability, despite the fact that the amounts were less than the awards that would have been awarded by operation of the statute. New England Savings Bank v. FTN Properties Ltd. Partnership, 32 Conn. App. 143, 628 A.2d 30 (1993); People's Bank v. Moscowitz, 31 Conn. App. 266, 624 A.2d 907, cert. denied, 226 Conn. 915, 628 A.2d 987 (1993). Under the present circumstances, our interpretation of § 49-14 permits the statute to achieve a reasonable and rational result, one that is not disallowed by the statute's plain language. The plaintiffs legal right to seek a deficiency judgment against the defendant guarantors coexisted with its clear contractual right to enforce the guarantee once payment on the note had ceased. We see no reason to interpret § 49-14 so as...