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ALAN MEEKER v. CECILE MAHON ET AL.

(AC 37841)

Lavine, Keller and Bear, Js.

Argued March 1—officially released August 16, 2016

(Appeal from Superior Court, judicial district of

Windham, geographical area number eleven,

Spellman, J.)

R. Bradford Fawley, for the appellant (plaintiff).

Steven T. Kulig, for the appellees (named defendant

et al.).
Opinion

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 damages 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 the 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 agreement 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-tomonth tenancy until May 5, 2014. The tenants failed to

pay rent from April 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 property 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,
and while the original lease made the [tenants] subject

to the terms and conditions of the original lease in

the new month-to-month tenancy, the court finds by a

preponderance of the evidence that the defendants . . .

as nontenant cosigners of the original written lease

cannot be held liable for damages arising from the new

month-to-month tenancy created by the lessee[s] holding over with the consent of the lessor.’’ The court also

found that the guarantee of the defendants as nontenant

cosigners was not a term or condition of the original

lease within the meaning of the holdover provision of

the lease, but instead it was a contract separate from

that lease. Accordingly, the court found that any liability

of the defendants expired on September 30, 2012, when

the lease expired. Having already found that any damage to the property occurred after the plaintiff visited

the property in November, 2012, the court found that

the defendants were not liable for any damages claimed

in this action because their liability was extinguished

by the expiration of the lease on September 30, 2012.

During the pendency 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 September 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 interpretation 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
law [over which ourreview is plenary].’’(Internal quotation marks omitted.) Bristol v. Ocean State Job Lot

Stores of Connecticut, Inc., 284 Conn. 1, 7, 931 A.2d

837 (2007). Where the language of an agreement is susceptible to more than one reasonable interpretation,

however, it is ambiguous. 19 Perry St., LLC v.

Unionville Water Co., 294 Conn. 611, 623, 987 A.2d 1009

(2010). ‘‘Ordinarily, such ambiguity requires the use of

extrinsic evidence by a trial court to determine the

intent of the parties, and, because such a determination

is factual, it is subject to reversal on appeal only if it is

clearly erroneous.’’ (Internal quotation marks omitted.)

Joseph General Contracting, Inc. v. Couto, 317 Conn.

565, 575, 119 A.3d 570 (2015). ‘‘[T]he determination . . .

whether contractual language is plain and unambiguous

is itself a question of law subject to plenary review.’’

Cruz v. Visual Perceptions, LLC, 311 Conn. 93, 101–102,

84 A.3d 828 (2014).

‘‘[A]ny ambiguity in a contract must emanate from

the language used by the parties. . . . [A] contract 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).
‘‘When two agreements . . . are connected by reference and subject matter, both are to be considered in

determining the real intent of the parties. . . . Where

. . . the signatories execute a contract which refers to

another instrument in such a manner as to establish

that they intended to make the terms and conditions

of that other instrument a part of their understanding,

the two may be interpreted together as the agreement

of the parties.’’ (Citation omitted; internal quotation

marks omitted.) Regency Savings Bank v. Westmark

Partners, 59 Conn. App. 160, 164–65, 756 A.2d 299

(2000).

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 the 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 forthis lease, its payments, and otherresponsibilities, until the lease has expired, or until the landlord

secures a new lessee (in the case thatthe 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 a 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
other responsibilities, until’’ September 30, 2012. The

unambiguous language of the guarantee, read in conjunction with the unambiguous language of the lease,

informs and supports our legal conclusion that the

defendants’ liability for any of the tenants’ lease obligations did not include any of those obligations occurring

on dates after the lease expired on September 30, 2012.

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 not 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.
Moreover, while holding over under a lease could

operate to extend the lease if that was provided for in

the lease, the lease in this case does not include any

such language. The holdover provision instead states

that after the expiration of the lease—September 30,

2012—a new tenancy from month-to-month arises upon

the agreement of the plaintiff on the same terms and

conditions contained in the lease. Although many of

the responsibilities and obligations between the plaintiff and the tenants remained the same as under the

lease, the type of tenancy, notice provisions, and duration changed. Cf. FJK Associates v. Karkoski, 52 Conn.

App. 66, 68, 725 A.2d 991 (1999) (‘‘In the case of a rental

on a month-to-month basis the tenancy is not regarded

as a continuous one. The tenancy for each month is

one separate from that of every other month. [Internal

quotation marks omitted.]’’).

In Bockelmann v. Marynick, 788 S.W.2d 569, 570

(Tex. 1990), the Supreme Court of Texas addressed a

similar holdover provision when 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 that, 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 challenge these findings. Consequently,
because their liability ended when the lease expired on

September 30, 2012, and was not extended by the terms

of either of the two agreements, the defendants are not

liable for these claimed damages arising after that date.

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 operative 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 for 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 courtreaches

a correct 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.

1 The plaintiff brought this action against David Mahon, Jr., and Melissa

Choquette as tenants for breach of a lease, and against Cecile Mahon and

David Mahon, Sr., as ‘‘nontenant cosigners.’’ David Mahon, Jr., and Choquette

have not appealed the judgment of the trial court. Accordingly, all references

to the defendants in this opinion are to David Mahon, Sr., and Cecile Mahon.

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.

2

In its articulation, the court referred to the plaintiff as the ‘‘defendantappellant,’’ but, read in context, we interpret this usage to refer to the

plaintiff.

3 The court characterized the defendants as guarantors and interpreted
their agreement as a guarantee. The plaintiff does not now nor did he raise

before the court any challenge to the characterization of the defendants as

guarantors or the nature of their agreement as a guarantee. Any claim

concerning whether the contractual language leads to a contrary conclusion,

therefore, has not been preserved. See White v. Mazda Motor of America,

Inc., 313 Conn. 610, 619–20, 99 A.3d 1079 (2014) (‘‘[A]n appellate court is

under no obligation to consider a claim that is not distinctly raised at the

trial level. . . . The requirement that [a] claim be raised distinctly means

that it must be so stated as to bring to the attention of the court the precise

matter on which its decision is being asked.’’ [Citations omitted; emphasis

in original; footnote omitted; internal quotation marks omitted.]). Accordingly, we treat and refer to the agreement between the defendants and the

plaintiff as a guarantee.

4

In distinguishing lease extensions from covenants to renew in lease

agreements, our Supreme Court has stated that in the case of extensions,

‘‘the original lease operates as a continuous one, and the holding for a term

exceeding the minimum provided in the agreement does not require any

additional instrument to give it validity’’; City Coal Co. v. Marcus, 95 Conn.

454, 459, 111 A. 857 (1920); and ‘‘upon the performance of stipulated acts,

the same lease continues in force during the additional period.’’ Carrano

v. Shoor, 118 Conn. 86, 93, 171 A. 17 (1934). Indeed, a lease extension has

been defined as ‘‘a stipulation in a lease intended merely to lengthen its

time upon the terms and conditions stated in the original lease . . . .’’ 52

C.J.S. 97, Landlord & Tenant § 70 (2012).

5 Similarly, Connecticut law allows a holdover tenant to be considered as

a tenant at sufferance; General Statutes § 47a-3d; FJK Associates v. Karkoski,

supra, 52 Conn. App. 68; or as a month-to-month tenant. General Statutes

§ 47a-3b; Bellini v. Patterson Oil Co., 156 Conn. App. 158, 164, 111 A.3d 987

(2015). Our law, however, does not impose the original lease terms upon

parties who have not agreed that such terms apply to a holdover tenancy.

United Social & Mental Health Services, Inc. v. Rodowicz, 96 Conn. App.

34, 40–41, 899 A.2d 85, cert. denied, 280 Conn. 920, 908 A.2d 546 (2006).

6 The plaintiff also argues that ‘‘tenancy’’ in this instance merely implicates

a new period of time. This argument, however, ignores the specific language

of paragraph 17 of the lease that, in the event of the tenants’ holding over

after September 30, 2012, with the plaintiff’s consent, ‘‘a new tenancy from

month to month shall be created . . . .’’ Additionally, the definition of tenancy advocated by the plaintiff does not impact our interpretation of the

guarantee, because it does not change the plain language that the defendants’

liability was limited to the tenants’ obligations that arose prior to when the

lease expired on September 30, 2012.

7

In particular, the plaintiff argues that the court improperly considered

such evidence, ignoring paragraph 28 of the lease, which provides: ‘‘The

parties acknowledge each to the other that they have reviewed this

agreement and that the normal rule of construction to the effect that any

ambiguities are to be resolved against the drafting party shall not be

employed in the interpretation ofthis Lease.’’ When the language in a contract

is ambiguous, our courts construe those ambiguities against the drafter.

Ramirez v. Health Net of the Northeast, Inc., 285 Conn. 1, 13–14, 938 A.2d

576 (2008). ‘‘[This] doctrine, however, applies only afterthe court determines

that the language in the contract is ambiguous.’’ (Emphasis omitted.)

Dinardo Seaside Tower, Ltd. v. Sikorsky Aircraft Corp., 153 Conn. App.

10, 35, 100 A.3d 413, cert. denied, 314 Conn. 947, 103 A.3d 976 (2014).