Ziotas v. Reardon Law Firm, P.C.

• Decision Date: 25 November 2008
• Docket Number: No. 28260.,28260.
• Citation: 111 Conn.App. 287,959 A.2d 1013
• Parties: Angelo A. ZIOTAS v. The REARDON LAW FIRM, P.C.
• Court: Connecticut Court of Appeals

959 A.2d 1013

111 Conn.App. 287

Angelo A. ZIOTAS v. The REARDON LAW FIRM, P.C.

No. 28260.

Appellate Court of Connecticut.

Argued May 27, 2008.

Decided November 25, 2008.

William F. Gallagher, with whom, on the brief, was Hugh D. Hughes, for the appellant-appellee (defendant).

Anthony M. Fitzgerald, New Haven, for the appellee-appellant (plaintiff).

FLYNN, C.J., and DiPENTIMA and DUPONT, Js.

DiPENTIMA, J.

The defendant, The Reardon Law Firm, P.C., appeals from the judgment of the trial court rendered in favor of the plaintiff, Angelo A. Ziotas, a former associate of the defendant. The defendant claims that the court improperly (1) looked beyond the four corners of a written employment contract between the parties, (2) construed the written stipulation between the parties and (3) found that the defendant had breached the employment contract. The defendant further claims that the court improperly awarded offer of judgment interest because it had submitted to the plaintiff a conditional acceptance of the plaintiff's offer of judgment. The plaintiff has filed a cross appeal, claiming that the court improperly removed the second count of his third revised complaint, a statutory claim for wrongful withholding of wages. We agree with the plaintiff on all the issues raised and, accordingly, affirm in part and reverse in part the judgment of the trial court.

The defendant is a professional corporation in New London that is engaged in the practice of law. The defendant's practice is concentrated in the representation of plaintiffs in personal injury cases on a contingent fee basis. Robert I. Reardon is an attorney at law and the president of the defendant law firm, exercising all of the powers customarily exercised by a chairman, president and chief executive officer of a corporation.

The plaintiff has been a member of the Connecticut bar since December 5, 1991, and began working for the defendant as an associate on April 1, 1992. On February 10, 1993, the plaintiff and Reardon, on behalf of the defendant, executed a written contract setting forth the rights and responsibilities of the parties with respect to the plaintiff's employment. Reardon, on behalf of the defendant, drafted the contract and informed the plaintiff that his continued employment was contingent on his agreeing to its terms. Reardon afforded the plaintiff no opportunity to edit the terms of the contract.

Pursuant to the terms of the contract, the plaintiff was an employee at will of the defendant, subject to termination, with or without cause, at any time. Paragraph three of the contract further provided: "Annual compensation shall be subject to review by the Board of Directors of [the defendant] on the anniversary of employment of [t]he Associate. Compensation shall be based, in part, on the following criteria:

"a. Seniority in The Firm,

"b. Business generation,

"c. Business productivity,

"d. Quality of work/professional ability,

"e. Work profitability,

"f. Participation in professional activities and pro bono work,

"g. Noteworthy outside activities,

"h. Loyalty and commitment to [the defendant]."

The plaintiff's initial base salary was $35,000 per year, and, after his first nine months of employment, he received a bonus of $12,000. From 1993 through 1997, the amount of the plaintiff's base salary and bonuses increased annually. In 1997, the plaintiff received total compensation in the amount of $117,600, which included a base salary of $62,600 and a bonus of $55,000. Reardon alone determined the amounts of the plaintiff's base salary and bonuses from year to year. Bonuses were paid only in December but were not calculated on the basis of any particular percentage of the defendant's income.

The plaintiff left the defendant's employ on October 15, 1998, after receiving a total of $55,926.56 in base salary for that year. The plaintiff did not receive a bonus in December, 1998.

The plaintiff commenced the present action in May, 1999, seeking damages for the defendant's failure to pay him a bonus in 1998. On June 9, 2000, the plaintiff filed a second amended complaint against the defendant, alleging that the defendant's failure to pay him a bonus in 1998 constituted a breach of the parties' employment contract. In count two, the plaintiff alleged that the defendant wrongfully had withheld wages in violation of General Statutes § 31-72 by virtue of its failure to pay the bonus.¹

On October 23, 2000, the court, Corradino, J., granted the defendant's motion to strike the second count of the plaintiff's complaint. The plaintiff unsuccessfully attempted to amend his complaint to include a statutory claim for wrongful withholding of wages. The parties tried the plaintiff's sole remaining count, breach of contract, to the court, Eveleigh, J. By memorandum of decision filed November 7, 2006, the court rendered judgment in favor of the plaintiff and awarded damages in the amount of $50,000 plus offer of judgment interest in the amount of $44,860.27. The defendant appealed and the plaintiff cross appealed. Additional facts will be set forth as necessary.

DEFENDANT'S APPEAL

I

The defendant first claims that the parties' written employment contract set forth the parties' entire agreement, and, therefore, the court, Eveleigh, J., improperly supplemented the writing.² Specifically, the defendant argues that it was not obligated by the employment contract to pay the plaintiff a bonus in 1998. We disagree.

With respect to the plaintiff's compensation, the written agreement of the parties states that "[a]nnual compensation shall be subject to review by the Board of Directors of [the defendant] on the anniversary of employment of [t]he Associate" and that compensation shall be based on various criteria. The defendant argues that the term "annual," as used in the written agreement, qualifies and limits the term "compensation" to include only the plaintiff's base salary and to exclude year-end bonuses. We are not persuaded.

Analysis of the defendant's claim requires us to construe the language of the written contract to discern whether the writing incorporated the entire agreement of the parties. "[W]hen the parties have deliberately put their engagements into writing, in such terms as import a legal obligation, without any uncertainty as to the object or extent of such engagement, it is conclusively presumed, that the whole engagement of the parties, and the extent and manner of their understanding, was reduced to writing. After this, to permit oral testimony, or prior or contemporaneous conversations, or circumstances, or usages [etc.], in order to learn what was intended, or to contradict what is written, would be dangerous and unjust in the extreme." (Internal quotation marks omitted.) TIE Communications, Inc. v. Kopp, 218 Conn. 281, 288, 589 A.2d 329 (1991). If the writing is ambiguous or does not set forth the entire agreement, however, the court may look to parol evidence to explain the ambiguity or add a missing term. Id., at 288-89, 589 A.2d 329.

"The law governing the construction of contracts is well settled. When a party asserts a claim that challenges the ... construction of a contract, we must first ascertain whether the relevant language in the agreement is ambiguous.... A contract is ambiguous if the intent of the parties is not clear and certain from the language of the contract itself.... Accordingly, any ambiguity in a contract must emanate from the language used in the contract rather than from one party's subjective perception of the terms.... Moreover, in construing contracts, we give effect to all the language included therein, as the law of contract interpretation ... militates against interpreting a contract in a way that renders a provision superfluous.... If a contract is unambiguous within its four corners, intent of the parties is a question of law requiring plenary review. ... Where the language of the contract is clear and unambiguous, the contract is to be given effect according to its terms. A court will not torture words to import ambiguity where the ordinary meaning leaves no room for ambiguity...." (Citation omitted; internal quotation marks omitted.) O'Connor v. Waterbury, 286 Conn. 732, 743-44, 945 A.2d 936 (2008).

We begin our examination of the parties' written agreement by noting that the plain and ordinary meaning of the term "compensation," standing alone, is not limited to salary. See Webster's Third New International Dictionary (defining compensation as "payment for ... service rendered" and bonus as "money or an equivalent given in addition to the usual compensation" [emphasis added]); Black's Law Dictionary (7th Ed.1999) (compensation includes wages, profit sharing, commissions, bonuses and other benefits); Ballentine's Law Dictionary (3d Ed.1969) (defining compensation as "a remuneration for services, whether in the form of a fixed salary, fees, commissions or perquisites of whatever character"). The ordinary meaning of the phrase "annual compensation" therefore includes salary, commissions, bonuses and other benefits paid and received over the period of one year. See, e.g., Cosgrove v. Waterbury, 286 Conn. 759, 764 n. 7, 945 A.2d 932 (2008) ("annual compensation" includes annual longevity payment); O'Connor v. Waterbury, supra, 286 Conn. at 745 n. 11, 945 A.2d 936 (same).

We now turn to the language of the written agreement. The writing sets forth only the timing and bases for calculating the amount of the plaintiff's annual compensation. The written agreement, however, contains no expression of the parties' intent as to the timing and form (i.e., salary or bonus) of the payment of his total compensation for the year. Furthermore, the written agreement is silent as to the amount of the plaintiff's total compensation.³ Because these terms are essential to an employment contract; see Geary v. Wentworth Laboratories, Inc., 60 Conn.App. 622, 628, 760 A.2d 969 (2000); the court properly looked to...