*********************************************** 

The “officially released” date that appears near the beginning of each opinion is the date the opinion will be published in the Connecticut Law Journal or the date it was 

released as a slip opinion. The operative date for the beginning of all time periods for filing postopinion motions 

and petitions for certification is the “officially released” 

date appearing in the opinion. 

All opinions are subject to modification and technical 

correction prior to official publication in the Connecticut 

Reports and Connecticut Appellate Reports. In the event of 

discrepancies between the advance release version of an 

opinion and the latest version appearing in the Connecticut 

Law Journal and subsequently in the Connecticut Reports 

or Connecticut Appellate Reports, the latest version is to 

be considered authoritative. 

The syllabus and procedural history accompanying the 

opinion as it appears in the Connecticut Law Journal and 

bound volumes of official reports are copyrighted by the 

Secretary of the State, State of Connecticut, and may not 

be reproduced and distributed without the express written 

permission of the Commission on Official Legal Publications, Judicial Branch, State of Connecticut. 

*********************************************** 
GRIFFIN HOSPITAL v. ISOTHRIVE, LLC

(AC 43714)

Alvord, Clark and Bishop, Js.

Syllabus

The plaintiff sought to recover damages from the defendant for breach of

contract, alleging that the defendant had failed to make the final payment

for services rendered. The parties had entered into a research agreement

for the plaintiff to study the potential benefits of the defendant’s nutrition

supplement on a certain group of individuals. The agreement was

amended and was accompanied by a revised protocol concerning the

characteristics of individuals suitable for the study. The defendant filed

a counterclaim alleging that the plaintiff breached the parties’ contract

by, inter alia, failing to comply with the requirements of the agreement

and the protocol regarding the population of individuals to be included

in the study. Following a trial to the court, the court awarded the plaintiff

damages for the defendant’s breach of contract and prejudgment interest

based on its finding that the defendant had wrongfully withheld funds

from the plaintiff, and the defendant appealed to this court. Held:

1. The trial court properly concluded that the defendant had breached the

research agreement by failing to pay a final invoice, the plaintiff having

conducted the study in accordance with the agreement: contrary to the

defendant’s claim, the plaintiff was not obligated, under the definitive

terms of the revised protocol and amended agreement, to perform any

analysis to determine whether certain medications had the potential to

interact with the ingredients in the supplement, as the language of the

parties’ revised protocol unambiguously provided that the plaintiff was

required to exclude only potential study participants with diabetes or

hypertension who were taking medication with a known potential to

interact with the supplement; moreover, the language of the revised

protocol, including the term ‘‘overweight but otherwise healthy,’’ was

clear and unambiguous with respect to the selection of study participants, as it set forth the criteria that, if met, would allow prospective

participants to enroll in the study and detailed the criteria that would

exclude a prospective participant from the study; furthermore, there

was ample evidence in the record to support the court’s finding that

the plaintiff performed its obligations under the contract, including the

selection of study participants, and the fact that the defendant did not

obtain the results it wanted from the study did not constitute a breach

of contract nor did it negate its obligation to pay the amount due on

the final invoice.

2. This court concluded that the trial court did not abuse its discretion by

awarding prejudgment interest to the plaintiff pursuant to the applicable

statute (§ 37-3a), as the record supported the court’s finding that the

defendant had no good faith basis to withhold final payment and, therefore, doing so was a wrongful detention of money due under the contract.

Argued September 22, 2021—officially released March 15, 2022

Procedural History

Action to recover damages for breach of contract,

and for other relief, brought to the Superior Court in

the judicial district of New Haven, where the defendant

filed a counterclaim; thereafter, the matter was tried

to the court, Wilson, J.; judgment for the plaintiff on

the complaint and on the counterclaim, from which the

defendant appealed to this court. Affirmed.

Matthew D. Popilowski, for the appellant (defendant).

Peter T. Fay, for the appellee (plaintiff).
Opinion

BISHOP, J. This appeal concerns a dispute between

the parties arising out of an agreement to study the

potential benefits of a certain nutrition supplement on a

group of overweight but otherwise healthy individuals.

The central question at issue in this appeal is whether

the plaintiff, Griffin Hospital,1 conducted the study in

accordance with the study protocol agreed upon by

the parties. After trial, the court found in favor of the

plaintiff, concluding that the defendant, ISOThrive, LLC,

had breached the research agreement by failing to pay

a final invoice. The court found for the plaintiff, as well,

on the defendant’s counterclaim, which alleged that the

plaintiff had breached the research agreement by failing

to conduct the study in accordance with the agreement’s research study protocol. Accordingly, the court

awarded the plaintiff $68,204.12 on its breach of contract claim. Additionally, the court ordered the defendant to pay prejudgment interest at the rate of 8 percent

for its wrongful detention of funds due to the plaintiff.

This appeal followed.

On appeal, the defendant argues that the court

improperly (1) concluded that the plaintiff was not obligated to perform an analysis to determine whether certain medications had the potential to interact with the

supplement, (2) concluded that the term ‘‘overweight

but otherwise healthy’’ was governed exclusively by the

inclusion and exclusion criteria set forth in the parties’

agreement, (3) concluded that the plaintiff performed

the study in accordance with the agreement, (4) awarded

prejudgment interest to the plaintiff, and (5) found against

the defendant on its counterclaim.2 We affirm the judgment of the court.

We briefly set forth the standards of review applicable

to the defendant’s various claims. In addressing the

defendant’s claims regarding the court’s interpretation

of the parties’ agreement, our review implicates the

court’s factual findings as well as its interpretation of

the contract. As to the defendant’s claims that challenge

the court’s factual findings, we apply the clearly erroneous standard of review to determine whether the record

supports the court’s factual findings. See Coppola Construction Co. v. Hoffman Enterprises Ltd. Partnership,

157 Conn. App. 139, 158, 117 A.3d 876, cert. denied, 318

Conn. 902, 122 A.3d 631 (2015), and cert. denied, 318

Conn. 902, 123 A.3d 882 (2015). As to the defendant’s

claims that challenge the court’s legal conclusions, ‘‘our

review is plenary and we must decide whether its conclusions are legally and logically correct and find support in the facts that appear in the record.’’ (Internal

quotation marks omitted.) Sun Val, LLC v. Commissioner of Transportation, 330 Conn. 316, 325–26, 193

A.3d 1192 (2018). Lastly, as to the defendant’s claim that

the court improperly awarded prejudgment interest, as

authorized by General Statutes § 37-3a, we apply an
abuse of discretion standard of review. See Riley v.

Travelers Home & Marine Ins. Co., 173 Conn. App.

422, 460–61, 163 A.3d 1246 (2017) (‘‘The decision of

whether to grant interest under § 37-3a is primarily an

equitable determination and a matter lying within the

discretion of the trial court. . . . Under the abuse of

discretion standard of review, [w]e will make every

reasonable presumption in favor of upholding the trial

court’s ruling, and only upset it for a manifest abuse of

discretion.’’ (Internal quotation marks omitted.)), aff’d,

333 Conn. 60, 214 A.3d 345 (2019).

This matter was tried to the court over the course

of three days in January, 2019. In its memorandum of

decision, the court found the following facts. ‘‘In October, 2014, the defendant entered into a research agreement with the plaintiff, which the defendant’s [chief

executive officer], Jack Oswald, signed on behalf of the

defendant on October 24, 2014. The agreement provided

that the plaintiff would provide its research services

pursuant to the study protocol and would provide the

defendant with a final written report. The agreement

also provided that the plaintiff would invoice the defendant according to the following schedule: 50 percent

upon execution of the agreement, 40 percent at the six

month mark, and 10 percent upon completion of the

study and final report. The defendant was to pay the

invoices within thirty days. The parties signed a Supplemental Agreement, effective April 17, 2015, which called

for a final budget of $302,403. The defendant has made

payments of $224,731.40. On December 18, 2015, the

plaintiff issued a final invoice to the defendant in the

amount of $68,204.12 [which the defendant declined

to pay].’’

During the course of their dealings, the parties amended

their ‘‘agreement to reflect the fact that the defendant

had decided to change the study design. The amended

agreement was effective March 23, 2015, and signed by

Jack Oswald on April 2, 2015. Attached to the amended

agreement was a revised protocol, which stated that

the study’s purpose was ‘[t]o compare the effects of

daily intake of the [defendant’s] supplement [versus] a

placebo on the primary outcome measure of body

weight and secondary outcome measures (hunger/satiety, health-related measures and self-reported quality

of life) in a group of overweight but otherwise healthy

adults.’ The revised protocol provided that the study

would be of ‘105 overweight men and women in the

age range of 18 to 75 years, who are nonsmokers with

a body mass index (BMI) ≥ 25, and a maximum body

weight of 350 pounds (due to limitations of the weight

scale). Individuals with diabetes or hypertension will

be included in the study if they are not taking medications with a known potential to interact with ingredients in the supplement.’ ’’3

(Emphasis in original.)

In its decision, the court found that ‘‘[i]t is undisputed
that the defendant contracted with the plaintiff to perform a clinical trial, and agreed to pay for such services.

It is equally undisputed that the defendant failed to pay

the final invoice, despite demand from the plaintiff and

the fact that the plaintiff sent a final report on February

23, 2016, and a revised final report on July 14, 2016,

as required by the contract.’’ The court awarded the

plaintiff $68,204.12 in contract damages and, in addition,

prejudgment interest at the rate of 8 percent on the

basis of its finding that the defendant had wrongfully

withheld funds from the plaintiff. This appeal followed.

Additional facts will be set forth as necessary.

The defendant first argues that the court erred in

concluding that the plaintiff was not obligated, under

the definitive terms of the revised protocol and amended

agreement, to perform any analysis to determine whether

certain medications had the potential to interact with

the ingredients of the supplement under study. We disagree.

Subsequent to the parties’ initial agreement, they agreed

to a revised protocol for the study concerning the characteristics of individuals suitable for the study. The

protocol detailed both inclusion and exclusion criteria.

At trial, the parties were not in agreement regarding

the terms of this protocol as to the characteristics of

potential subjects for inclusion and for exclusion. The

court’s task, then, was to interpret the relevant provisions of the protocol. In doing so, the court was performing the legal task of contract interpretation.

Accordingly, as noted, our review of this claim is plenary.

The relevant provision of the revised protocol states

that ‘‘[i]ndividuals with diabetes or hypertension will

be included in the study if they are not taking medications with a known potential to interact with ingredients

in the supplement.’’ On the basis of our review of the

revised protocol, including the provision in question,

we agree with the trial court’s conclusion that ‘‘[t]he

revised protocol did not exclude persons with a current

use of antibiotics and the plaintiff was not obligated by

the terms of the agreement to undertake any form of

analysis to determine whether a medication had a

potential to interact with the ingredients of the supplement.’’

It is well established that ‘‘[a] contract must be construed to effectuate the intent of the parties, which is

determined from the language used interpreted in the

light of the situation of the parties and the circumstances connected with the transaction.’’ (Internal quotation marks omitted.) Poole v. Waterbury, 266 Conn.

68, 87–88, 831 A.2d 211 (2003). Here, we agree with

the trial court’s determination that the language of the

revised protocol unambiguously provides that the plaintiff was only required to exclude potential study participants with diabetes or hypertension who were taking
medication with a known potential to interact with the

supplement. Accordingly, the unambiguous language of

the parties’ agreement does not support the defendant’s

claim that the plaintiff was required to conduct a particular analysis to determine whether a participant’s medication might interact with the defendant’s supplement.

The defendant next argues that the court erred in

concluding that the term ‘‘overweight but otherwise

healthy’’ in the revised protocol was unambiguous and

governed exclusively by the inclusion and exclusion

criteria. This argument is similarly unavailing. On the

basis of our review, we determine that the court’s conclusions regarding this claim were legally correct.

Notwithstanding the defendant’s framing of this claim,

our review of the court’s memorandum of decision

reveals that the court did not conclude that the term

‘‘overweight but otherwise healthy’’ was governed exclusively by the inclusion and exclusion criteria. Rather,

the court stated that ‘‘[t]he phrase ‘overweight but otherwise healthy’ must be understood in the context of

the inclusion and exclusion criteria; the language of the

revised protocol makes no sense otherwise.’’

When reviewing a court’s determination regarding the

ambiguity of an agreement, we reiterate that a ‘‘contract

must be viewed in its entirety, with each provision read

in light of the other provisions . . . and every provision

must be given effect if it is possible to do so.’’ (Internal

quotation marks omitted.) Cruz v. Visual Perceptions,

LLC, 311 Conn. 93, 103, 84 A.3d 828 (2014). Additionally,

‘‘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.) Id.

Accordingly, on the basis of our review, we agree

with the trial court that the language of the revised

protocol is clear and unambiguous with respect to the

selection of study participants. It sets forth the criteria

that, if met, would allow prospective participants to

enroll in the study. The revised protocol similarly details

the criteria that would exclude a prospective participant

from the study. See State v. Lombardo Bros. Mason

Contractors, Inc., 307 Conn. 412, 468, 54 A.3d 1005

(2012) (‘‘[a] court will not torture words to import ambiguity [when] the ordinary meaning leaves no room for

ambiguity’’ (internal quotation marks omitted)).

The defendant also argues that the court erred in

concluding that the plaintiff performed the study in

accordance with the agreement. Specifically, the defendant argues that the plaintiff did not comply with the

agreement because (1) the study participants included

individuals who were not ‘‘otherwise healthy’’ and individuals who were taking medication that interacted

with the supplement; (2) the number of obese individuals who participated in the study exceeded the agreed
to percentage; and (3) the plaintiff failed to produce a

written report containing all of the requisite analyses.

This claim implicates the court’s fact-finding function.

After our careful review, we conclude that there is

ample evidence in the record to support the court’s

finding that ‘‘the plaintiff performed its obligations

under the contract. . . . The fact that the defendant

did not obtain the results it wanted from the study does

not constitute a breach of contract nor does it negate its

obligation to pay the amount due on the final invoice.’’

The defendant next argues that the trial court erred

in awarding prejudgment interest to the plaintiff pursuant to § 37-3a.4 More specifically, the defendant argues

that ‘‘there existed additional good faith reasons for

[the defendant] to refuse to pay the final invoice.’’

‘‘The purpose of § 37-3a is to compensate plaintiffs

who have been deprived of the use of money wrongfully

withheld by defendants. . . . Whether interest may be

awarded depends on whether the money involved is

payable . . . and whether the detention of the money

is or is not wrongful under the circumstances.’’ (Internal

quotation marks omitted.) Riley v. Travelers Home &

Marine Ins. Co., supra, 173 Conn. App. 461; see also

Ballou v. Law Offices Howard Lee Schiff, P.C., 304

Conn. 348, 365, 39 A.3d 1075 (2012) (‘‘under § 37-3a (a),

an interest rate of less than 10 percent is presumptively

valid, and therefore will be upheld, unless the party

challenging the rate set by the court can demonstrate

that it represents an abuse of discretion’’).

In awarding prejudgment interest, the court first

found ‘‘that the plaintiff performed its obligations under

the contract’’ and that ‘‘[t]he evidence presented at trial,

including the facts stipulated to by the parties, clearly

establishes that it was the parties’ agreement that the

defendant would pay the final invoice within thirty days

after receipt of the final report.’’ The court additionally

found that ‘‘[t]he plaintiff delivered the Revised Final

Report on July 14, 2016,’’ but ‘‘[t]he defendant has

refused to pay the invoice, and the evidence establishes

that it had no good faith basis for refusing to pay

because its argument that the inclusion and exclusion

criteria did not specify who could be enrolled in the

study in accordance with the Revised Protocol strains

credulity.’’

On the basis of our review of the procedural history

of this matter and the trial court’s findings as set forth

in its memorandum of decision, we conclude that the

court did not abuse its discretion by awarding prejudgment interest. This is because the record supports the

court’s finding that the defendant had no good faith

basis to withhold final payment and, therefore, doing

so was a wrongful detention of money due under the

contract.

The judgment is affirmed.
In this opinion the other judges concurred.

1 Although the plaintiff in this matter is Griffin Hospital, the research which

is the subject of this appeal was conducted by the Yale-Griffin Prevention

Research Center, a division of the plaintiff.

2

In its counterclaim, the defendant sought damages on the basis of the

plaintiff’s alleged breaches of the parties’ agreement by not following the

protocol established for the study, by failing to provide certain analyses in

its study report and by publicly posting the study results. On review, we need

not separately reach the defendant’s counterclaim because our resolution

of the appeal affirming the trial court’s awards to the plaintiff subsumes

and resolves, by necessity, the defendant’s arguments in support of its

counterclaim.

3 The revised protocol set forth the following exclusion criteria: ‘‘Pregnant

and/or lactating women’’; ‘‘Evidence or history of substance or alcohol abuse

(include if over [five] years)’’; ‘‘History of major depression, bipolar disorder

or schizophrenia, any type of obsessive-compulsive disorder’’; ‘‘Current history of migraine headaches (include if controlled with medication)’’; ‘‘Current use of any prescription or non-prescription weight loss products’’;

‘‘Tobacco use’’; ‘‘Active eating disorder including anorexia nervosa and

bulimia’’; ‘‘Known sensitivity or allergy to any of the ingredients in the

product’’; ‘‘Symptomatic coronary artery disease or congestive heart failure’’;

‘‘History of a stroke in the past year’’; ‘‘Symptomatic arrhythmia’’; ‘‘Uncontrolled hypertension (i.e., systolic pressure >180 mmHg and or diastolic >

100mmHg)’’; ‘‘History of a seizure in the past [five] years’’; ‘‘Any cancer in

the past [five] years other than non-melanoma skin cancer or in-situ cervical

cancer’’; ‘‘Active or history of inflammatory bowel disease’’; ‘‘Current use

of TNF-alpha inhibitor medications’’; ‘‘Current use of COX-2 inhibitor medications’’; ‘‘Current use of JAK inhibitor medications’’; ‘‘History of weight

loss procedures including bariatric surgery’’; and ‘‘[H]abitual use of prebiotic

supplements or more than occasional consumption of naturally fermented

foods, including probiotics such as kimchi and sauerkraut.’’

4 General Statutes § 37-3a (a) provides in relevant part: ‘‘Except as provided in sections 37-3b, 37-3c and 52-192a, interest at the rate of ten per

cent a year, and no more, may be recovered and allowed in civil actions or

arbitration proceedings under chapter 909, including actions to recover

money loaned at a greater rate, as damages for the detention of money after

it becomes payable. . . .’’