****************************************************** 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. In no event will any such motions be accepted before the ‘‘officially released’’ date. All opinions are subjectto modification andtechnical correction prior to official publication in the Connecticut Reports and Connecticut Appellate Reports. In the event of discrepancies between the electronic version of an opinion and the print version appearing in the Connecticut Law Journal and subsequently in the Connecticut Reports or Connecticut Appellate Reports, the latest print version is to be considered authoritative. The syllabus and procedural history accompanying the opinion as it appears on the Commission on Official Legal Publications Electronic Bulletin Board Service and in the Connecticut LawJournal andboundvolumes 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.

******************************************************HEYMAN ASSOCIATES NO. 5, L.P., ET AL.

v. FELCOR TRS GUARANTOR, L.P.

(AC 35868)
Lavine, Keller and Mihalakos, Js. Argued May 29—officially released October 7, 2014 (Appeal from Superior Court, judicial district of Stamford-Norwalk, Hon. Taggart D. Adams, judge

trial referee.)
Robert M. Shields, Jr., with whom were Kenneth J. Bartschi and, on the brief, Wesley W. Horton, for the appellant (defendant).
Marc J. Kurzman, with whom were Brian A. Daley and, on the brief, Peter M. Nolin, for the appellees (plaintiffs).Opinion LAVINE, J. This case concerns the validity and enforceability ofa restrictive covenant prohibiting certain premises from being operated as an ‘‘upscale hotel.’’ The defendant, FelCor TRS Guarantor, L.P., claims that the restrictive covenant was extinguished
as a result of certain land transfers, and thus appeals from the judgment of the trial court in favor of the plaintiffs, HeymanAssociates No. 5, L.P. (Heyman), HD Hotel, LLC (HD Hotel), AIM Management Corporation (AIM), and TRJ II (TRJ).1 On appeal, the defendant claims thatthe trial courtimproperly (1) failedto determine that the restrictive covenant was merged out of existence,2 (2) found that the plaintiffs and HD Hotel had standing to enforce the restrictive covenant, and (3) awardedthe plaintiffs attorney’s fees. We affirm the judgment of the trial court. The following facts, as found by the trial court in a comprehensive memorandum of decision, and procedural history are relevant to the resolution of this appeal. In 1996, theplaintiffs ownedtwo hotelsin Stamford located two city blocks apart: one was a Marriott, which catered to an upscale market; the other, a Ramada Inn, focused on the midscale market. The hotels were owned by two separate business entities eachcomprisedoftheHeyman, Meyer, andJabarafamilies.3 The Stamford Marriott (Marriott) charged higher
room rates and provided superior service as compared to the Ramada Inn, but because each hotel catered to
a different clientele, the hotels were complementary, and didnot impinge on one another’s business. Richard Jabara, principal for TRJ, testified that if a large company needed hotel rooms in Stamford for a conference, the plaintiffs could accommodate the salesmen in the Ramada Inn and the executives in the Marriott.4 Shortly after the plaintiffs acquired the Ramada Inn in 1996, Holiday Inns, Inc. (Holiday Inn), expressed an interest in purchasing the Ramada Inn. As a condition of selling the premises to Holiday Inn, the plaintiffs requiredtheimpositionofarestrictive covenantprohibiting Holiday Inn from operating the premises as an upscale hotel. The purpose of the restrictive covenant
was to protect the business of the Marriott, which the plaintiffs owned. Following a brief period of negotiation, Timothy Lane, chief executive officer of Holiday Inn, assured Jabara that the premises would be run as a midscale hotel, such as a Holiday Inn.5
In a memorandum dated June 5, 1996, Lane outlined thenatureofthetransactiontotheexecutivecommittee of Bass PLC:6 ‘‘[The premises] [were] purchased most recently by the Meyer and Jabara Hotel Group

. . . who had previously purchased and renovated the

. . . Marriott.

. . . [Holiday Inn] was offered the asset for $8.3 [million] with a deed restriction barring upscalebranding, including Crowne Plaza, for a term of 15 years.

. . . The [fifteen year] deed restriction against branding of the hotel as an upscale brand could limit sale optionsinthe future, butisnotconsideredasignificant concern.’’
The plaintiffs and HolidayInn reached an agreement7

on the sale of the premises on June 21, 1996, and the closing occurred on July 12, 1996. On July 12, 1996, the plaintiffs transferred their land interests in the premises, whichincludedasublease interestto alargeparcel of land and a fee interest to a small parcel, to Holiday Inn.8 The sublease interest was transferred pursuant to
a sublease assignment agreement, and the fee interest
was transferred by way of a limited warranty deed. Both the sublease assignment agreement and the limited warranty deed contained a restrictive covenant, prohibitingHolidayInnfromusingthepremisestooperate an ‘‘upscale hotel.’’
The transaction included asecondphase as well. The sublease, whichtheplaintiffstransferredto HolidayInn
on July 12, 1996, was governed by a ground lease in favor of a third party, TK Associates. On July 22, 1996, theplaintiffs acquiredthe groundlease fromTKAssociates, and transferred the ground lease to Holiday Inn
on July 27, 1996, by way of a ground lease assignment agreement. Underthe terms ofthe ground lease assignment agreement, the parties agreed that the sublease and ground lease interests would merge. No restrictive covenant was included in the ground lease assignment agreement. Followingthesaleofthepremises,theplaintiffs dissolved the business entitythat owned the premises, i.e., BRS Realty Associates, LLC (BRS).
In conformity with the restrictive covenant, Holiday Inn converted the premises into a Holiday Inn Select. In 1997, HolidayInnmergedwiththe BristolHotel Company, which in turn merged with FelCor Lodging Trust in 1998. In 2005, the ground lease for the premises
was transferred to the defendant, a taxable real estate investment trust. There is no dispute on appeal that the defendant is Holiday Inn’s corporate successor, and that the defendant assumed Holiday Inn’s contractual obligations.9
At trial, Jabara testified that in 1999, he received a telephone call from Thomas Corcoran, the chairman
or president of the defendant, who requested that the restrictive covenantbe lifted so thatthepremises could be used as a Crowne Plaza—an upscale hotel. Jabara testified that he rejected the request after consulting withthe otherplaintiffs. Accordingto Jabara, Corcoran made a similar request in late 2005, but the plaintiffs denied it.
In 2005, the defendant received an offer to purchase the premises from Destination Hotel and Resorts for $30 million. This offer, however, was withdrawn whenDestination Hotel and Resorts learned ofthe restrictive covenant. In response, the defendant consulted with Garret Delehanty, Jr., a real estate attorney. Delehanty advisedthe defendantthattherewasa‘‘goodargument’’ to be made that the restrictive covenant in the sublease
wasmerged outofexistence whenthe sublease interest merged with the ground lease. Delehanty offered to record a document on the Stamford land records that stated that the restrictive covenant was ‘‘terminated.’’ On May 25, 2006, the defendant recorded a document entitled ‘‘Termination’’ on the Stamford land records without notice to the plaintiffs.
The plaintiffs learned of the termination filing after they discovered marketing materials associated with the premises, which informed prospective buyers that ‘‘ownership recently took steps

. . . [and] eliminated
ause restriction (whichhistoricallyimpairedthe ability to re-brand with most upscale brands).’’ The plaintiffs thereaftersentwritten objections to the defendant concerningtheattemptedterminationoftherestrictivecovenant, and requested that the termination document filed in the Stamford land records be withdrawn. The defendant did not withdraw the termination document. On July 12, 2006, the plaintiffs and HD Hotel commencedthis action seeking adeclaratoryjudgmentthat therestrictive covenantwasvalid, binding, andenforceable. The operative complaint consisted offour counts. In the first count, the plaintiffs sought a declaratory judgmentthat (1) theterminationdocumentfiled onthe land records was null and void, and (2) the restrictive covenant was valid, effective, and enforceable. In the second count, HD Hotel sought a declaratoryjudgment that it was the intended beneficiary of the restrictive covenant, andthat itwas entitledto enforce the restriction. In count four, both the plaintiffs and HD Hotel allegedthattheywere entitledto an award ofattorney’s fees pursuant to provisions in the sublease assignment agreement and the ground lease assignment agreement.10
The defendant denied the material allegations ofthe complaintandraised several special defenses including that (1) the plaintiffs lacked standing to enforce the restrictive covenant, and (2) the restrictive covenant hadbeen ‘‘merged outofexistence.’’ Inaddition, byway of a counterclaim, the defendant alleged (1) tortious interferencewith contractorbusiness expectations, (2) slander of title, and (3) a violation of the Connecticut Unfair Trade Practices Act. By agreement the trial was bifurcated. Trial on the issues raised by the complaint and the defendant’s special defenses commenced on April 17, 2012. Following the presentation of evidence, the parties submitted posttrial memoranda, and on November 9, 2012, the court filed its memorandum of decision.
In a thorough and persuasive memorandum of deci-sion, the court found in favor of the plaintiffs on their and HD Hotel’s declaratoryjudgment claims. The court found the plaintiffs had standing to enforce the restrictive covenant. The court also found that HD Hotel, as owner of the Marriott, had standing as the intended beneficiary of the restrictive covenant. The court found that the restrictive covenant was valid and enforceable. The court rejected the defendant’s argument that the restrictive covenant was ‘‘merged out of existence,’’ concluding that ‘‘the language [that merged the sublease into the ground lease], while clear as far as it goes, says nothing about the [restrictive covenant], and is ambiguous as to its intended effect, if any, on that restriction.’’ The court determined that extrinsic evidence supported ‘‘the firm conclusion that neither BRS nor [Holiday Inn] had any intent to terminate the use restriction on the hotel parcel of land when they executed the ground lease agreement.’’
After the court found in favor of the plaintiffs and HD Hotel on their declaratory judgment claims, the plaintiffs filed a motion for attorney’s fees. On June 27, 2013, the court filed a separate decision and awarded attorney’s fees and legal costs to the plaintiffs in the amount of$1,507,266.04. The plaintiffs moved forjudgment to be rendered in their favor, but before the court ruled on that motion, this appeal was filed.11
I
The defendantfirstclaimsthatthe trial courtimproperly determined that the plaintiffs had standing to enforce the restrictive covenant. The defendant states that none ofthe parties were ‘‘signatories or otherwise named in any of the crucial documents’’ and that no partywas expressly named as athird partybeneficiary. Specifically, the defendant contends that upon the dissolution ofBRS, theplaintiffswere divested ofallrights and title in the premises, and that HD Hotel was not
an intended third party beneficiary of the restrictive covenant. We disagree with the defendant.
It is well establishedthat ‘‘[s]tanding is the legal right to set judicial machinery in motion. One cannot rightfully invoke the jurisdiction of the court unless he [or she] has, in an individual or representative capacity,
some real interest in the cause of action, or a legal or equitable right, title or interest in the subject matter of the controversy.

. . . Nevertheless, [s]tanding is not
a technical rule intended to keep aggrieved parties out of court; nor is it a test of substantive rights. Rather it is a practical concept designed to ensure that courts and parties are not vexed by suits brought to vindicate nonjusticiable interests and that judicial decisions which may affect the rights of others are forged in hot controversy, with each view fairly and vigorously represented.

. . . If a party is found to lack standing,the courtiswithout subjectmatterjurisdictionto determine the cause.

. . . A determination regarding a trial court’s subject matterjurisdiction is a question of law. When

. . . the trial court draws conclusions of law,
our review is plenary and we must decide whether its conclusions are legally and logically correct and find supportinthe factsthatappearinthe record.’’ (Citation omitted; internal quotation marks omitted.) Fairchild HeightsResidentsAssn.,Inc. v.FairchildHeights, Inc., 310 Conn. 797, 820, 82 A.3d 602 (2014).
A
We begin by analyzing whether the plaintiffs have standing to prosecute this action. The trial court determined that although BRS had been dissolved, ‘‘the right to enforce the use restriction passed to [the plaintiffs] by operation of [General Statutes] § 34-210.’’12
The defendant contends thatthe restrictive covenant did not pass to the plaintiffs. This argument rests, in part, onthetestimonyattrialofJamesMazzeo, formerly the chieffinancial officer ofBRS. Mazzeo testified that BRS never listed the restrictive covenant as an asset of BRS nor assigned the restrictive covenant a cash value. Seizing on this fact, coupled with the fact BRS
never granted its members the right to continue BRS’ business following its dissolution, the defendant maintains that ‘‘the former members of BRS acquired no interest of their own in the restrictive covenant, and therefore lacked standing to enforce it.’’
On the basis of our plenary review ofthe record, we conclude that the trial court properly determined that the plaintiffs have standing. In effect, the defendant’s argumentinvitesthiscourtto conclude, essentially, that theplaintiffshadabandonedtheirinterestintherestrictive covenant following the dissolution of BRS, or that it simply evaporated. We decline this invitation. The
mere fact that some assets of BRS were not formally assigned or transferred does not mean that they have disappeared or that they did not pass to its members. This is particularly true given that the restrictive covenant at issue in this case was of considerable value to the plaintiffs as owners of the Marriott. See generally Torrington Creameryv.Davenport, 126 Conn. 515, 521, 12 A.2d 780 (1940) (recognizing restrictive covenant as ‘‘valuable asset’’ whose benefits may be assigned). Upon the dissolution and winding-up of BRS, the restrictive covenant passed to the plaintiffs. Pursuant to § 34-210, following the satisfaction of its creditors, the assets of a limited liability company are ultimately transferred to its former members. In the context of corporate law, the general rule is that ‘‘[w]hen a corporation is dissolved and its affairs wound up, such assets
as remain, after the satisfaction and discharge of all liabilities and obligations, belong to the shareholders.’’ M. Ford, Connecticut Corporation Law & Practice (2dEd. 2000) § 4.01 (C), p. 4-12; see alsoMukonv. Gollnick, 151 Conn. App. 126, 131–32, A.2d. (2014);13Haddad v. Francis, 40 Conn. Supp. 567, 572–73, 537 A.2d 174, 177 (1986), aff’d, 13 Conn. App. 324, 536 A.2d 597 (1988). Accordingly, even ifthe restrictive covenant was not explicitly transferred out ofBRS at the time ofdissolution, it is apparent that the restrictive covenant passed to the plaintiffs as its former members by operation of law. Therefore, the plaintiffs have standing to enforce the restrictive covenant.
B
We now turn to the defendant’s contention that HD Hotellacks standingas athirdpartybeneficiarytobring this action. The trial court found that HD Hotel owned the Marriott and that the ‘‘[t]here was substantial and uncontradicted testimony that the purpose of the use restriction was to protect the business ofthe

. . . Marriott.’’ The defendant contends that this finding is unsupported by the evidence because there is no evidence ‘‘that Holiday Inn or its attorneys knew that HD Hotel even existed as a specific entity,’’ and that the finding is improperlybased onthe trial court’s focus on the Heyman, Jabara, and Meyer families. We disagree. OurSupreme Courthas stated: ‘‘Underthethirdparty beneficiary doctrine, [t]he ultimate test to be applied [in determining whether a person has a right of action
as a third party beneficiary] is whether the intent of thepartiesto the contractwasthatthepromisorshould
assume a direct obligation to the third party [beneficiary]

. . . . [T

]hat intent is to be determinedfrom the terms ofthecontractreadin thelightofthecircumstances attending its making, including the motives and purposes of the parties

. . . . [I]t is not in all instances necessary that there be express language in the contract creating a direct obligation to the claimed third party beneficiary

. . . .’’ (Emphasis added; internal quotation marks omitted.) Wykeham Rise, LLC v

. Federer, 305 Conn. 448, 474, 52 A.3d 702 (2012).
Onthe basis ofourreview ofthe record, we conclude that the trial court properly determined that HD Hotel had standing to bring this action. In this case, there
was uncontradicted evidence that the intended beneficiary of the restrictive covenant was the Marriott, and that the restrictive covenant was meant to protect the business interests of the plaintiffs as its owners. The evidence indicated that the Marriott was owned by HD Hotel, whose membership was comprised of the plaintiffs.
The defendant contends that Holiday Inn was not explicitlyawarethatHDHotelownedtheMarriottwhen the restrictive covenant was executed. This argument elevates form over substance. It is apparent that the defendant clearly understood who owned the Marriott.In 1999 and 2005, when the defendant wanted to have the restrictive covenant removed, the defendant knew exactlywhomto contactanddiscussedtherequestwith Jabara. We agree with the trial court that ‘‘[t]here was substantial and uncontradicted testimony that the purpose of the [restrictive covenant] was to protect the business ofthe

. . . Marriott.’’ This testimony included that of David Sinyard, who as the trial court noted, ‘‘described himself as the ‘lead deal guy’ for [Holiday Inn] in connection with its 1996 purchase ofthe [premises],’’ and who testified that ‘‘[Holiday Inn] agreed to the restriction, knew it was for the benefit of the

. . . Marriott, and was ‘fine with it’.

. . .’’
On the basis of the entire record, it is clear that the Marriott was an intended beneficiary of the restrictive covenant and that, HD Hotel, as the owner ofMarriott, has standing to enforce the restrictive covenant.
II
We now address the defendant’s claim that the trial court improperly determined that the restrictive covenantwasnotmergedoutofexistencewhenthesublease interest was merged with the ground lease interest.
A review of the relevant facts is necessary for the resolution ofthis claim. In the summer of 1996, the sale of the premises from the plaintiffs to Holiday Inn was governed by a purchase and sale agreement that was executed on June 21, 1996. The agreement contemplated a two phase transaction. In the first phase, the agreement provided that the plaintiffs were to transfer theirinterests inthe premises. These interests included
a sublease interest to the main parcel on which the hotel structure rested, and a fee interest to a separate smaller parcel that included the premises’ front landscape. The agreement granted the plaintiffs the right to include in boththe sublease assignment agreement and the limitedwarranty deedto the fee parcel, arestrictive covenant that precluded the premises from being used for an upscale hotel. This first phase was completed when the plaintiffs transferred the sublease interest pursuant to a sublease assignment agreement and the fee interest under a limited warranty deed on July 12, 1996, both ofwhich included the restrictive covenant.14
The agreementrecognizedthatthe sublease was governed by a ground lease in favor of a third party, TK Associates, andthereforecontemplatedasecondphase: iftheplaintiffs acquiredthe groundlease fromTKAssociates within twelve months, the plaintiffs were obligated to assign that interest to Holiday Inn in exchange for $1.6 million. OnJuly 15, 1996, the plaintiffs acquired the ground lease from TK Associates, and, pursuant to the agreement, assigned the ground lease to Holiday Inn on July 31, 1996. The assignment of the ground lease was accomplished by a ground lease assignment agreement, whichnot onlytransferredthe ground leaseto Holiday Inn, but also operated to merge the sublease interest with the ground lease interest. Paragraph 6 of the ground lease assignment agreement provided: ‘‘By and upon delivery of this Assignment by Assignor to Assignee, all of the right, title, interests and estate created by or under the Sublease are automaticallyfullymerged andsubsumedinto the estate and interests held by Assignee under the Lease, Assignee hereby declaring its express intent to accomplish such merger so that from and after the date hereofneither the Sublease nor the estate created thereundershallhave anyfurther existence andAssignee’s interest in the Property shall be solely and exclusively the leasehold estate under the Lease acquired by Assignee hereunder and createdbythe Lease, the same beingtheinterestandestate ofAssignee aslesseeunder theLease. TheSubleaseandinterests andestates thereunder are hereby fully and completely merged, and declared to be merged, out of existence, without the necessity ofanyfurtheraction byanyparty.’’ (Emphasis added.)
We turn now to the defendant’s claim on appeal. The parties are in agreement thatparagraph 6 ofthe ground lease assignment agreement (paragraph 6) operated to merge the sublease estate with the ground lease. The parties disagree, however, as to the effect ofparagraph 6 on the restrictive covenant. The defendant contends that the language at issue unambiguously merged the sublease estate—and allintereststhereunder, including the restrictive covenant—out of existence. The plaintiffs, on the other hand, argue that the language of paragraph 6is ambiguous asto its impactonthe restrictive covenant. The plaintiffs contend that given this ambiguity, the trial court properly considered extrinsic evidence when it found that the parties never intended to extinguish the restrictive covenant. We agree with the plaintiffs.
It is well established that the determination of whether language of a contract is plain and unambiguous ‘‘is a question of law subject to plenary review.’’ Cruz v. VisualPerceptions, LLC, 311 Conn. 93, 101, 84 A.3d 828 (2014). If, however, the contractual language is found to be ambiguous, ‘‘[s]uch ambiguity permits the trial court’s consideration of extrinsic evidence as to the conduct of the parties.

. . . [T]he trial court’s interpretation of a contract, being a determination of the parties’ intent, is a question of fact that is subject to reversal on appeal only if it is clearly erroneous.’’ (Citation omitted; internal quotation marks omitted.) 19PerryStreet, LLCv. Unionville WaterCo., 294 Conn. 611, 623, 987 A.2d 1009 (2010). Accordingly, our review is twofold. First, we must determine de novo whether the contractual language is ambiguous. Ifwe conclude that it is, we must determine whether the trial court’s factual finding are clearly erroneous.‘‘In determiningwhetheracontractis ambiguous, the words of the contract must be given their natural and ordinary meaning.

. . . 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 ofthe language in question does not necessitate a conclusion that the language is ambiguous.

. . . ‘‘In contrast, a contract is ambiguous if the intent of the parties is not clear and certain from the language ofthe contract itself.

. . . [A]ny ambiguity in a contract must emanate from the language used by the parties.

. . . The contract must be viewed in its entirety, with each provision read in light ofthe otherprovisions

. . . and everyprovision mustbe given effect ifit is possible to do so.

. . . Ifthe language ofthe contract is susceptible to more than one reasonable interpretation, the contract is ambiguous.’’ (Citations omitted; internal quotation marks omitted.) Cruz v. Visual Perceptions, LLC, supra, 311 Conn. 102–103.
Our examination ofparagraph 6 convinces us that it is not clear and unambiguous. Whereas the veryfirst sentence of that paragraph states that ‘‘[upon this assignment] all of the right, title, interests and estate createdbyorunderthe Sublease areautomaticallyfully merged and subsumed into the estate and interests [under the ground lease],’’ the very last sentence of paragraph 6 states that ‘‘[t]he Sublease and interests and estates thereunder are hereby fully and completely merged, and declared to be merged, out of existence

. . . .’’ (Emphasis added.)
The defendant’s interpretation undulyfocuses onthe very last sentence ofparagraph 6, which states that the sublease and interests thereunder were merged out of existence, and ignores the broader context ofthe transaction. The defendant contends that this sentence clearly and unequivocally evidences the parties’ intent to extinguish the restrictive covenant. This sentence, however, is in conflict with the first sentence of paragraph 6, which states that the sublease and its interests
are ‘‘subsumed’’ by the ground lease. Therefore, it appears that paragraph 6 is open to two reasonable interpretations: one in which the restrictive covenant isextinguished;theotherinwhichitissubsumedbythe ground lease. These contradictory sentences—coupled with the fact that neither specifically references the restrictive covenant—leads us to the conclusion that paragraph 6 does not plainly and unambiguously supportthe defendant’s contention thatthe restrictive covenant was merged out of existence or the plaintiffs’ position that it was not. We are unable to reconcile these two sentences.Accordingly, on the basis of our plenary review, we conclude thatthe language ofparagraph 6is ambiguous because it is susceptible to more than one reasonable interpretation. See UnitedIlluminating Co. v. WisvestConnecticut, LLC, 259 Conn. 665, 671, 791 A.2d 546 (2002). Therefore, we must determine whetherthe trial court’s finding that paragraph 6 did not merge the restrictive covenant out of existence is clearly
erroneous. ‘‘[T]he trial court’s interpretation ofa contract, being
a determination of the parties’ intent, is a question of fact that is subject to reversal on appeal only if it is clearly erroneous.

. . . A finding offact is clearly erroneous when there is no evidence in the record to support it

. . . or when although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed.’’ (Citation omitted; internal quotation marks omitted.) 19 Perry Street, LLC v. Unionville Water Co., supra, 294 Conn. 623–24.
In finding that paragraph 6 did not merge the restrictive covenant out of existence, the trial court considered the following evidence. The court first noted the importance of the restrictive covenant to the entirety ofthe sale. The court found that principals ofboth the plaintiffs and Holiday Inn understood that the restrictive covenantwas an essentialcomponenttothe overall transaction. The court credited Jabara’s testimony that the restrictive covenant was an essential condition of the sale of the premises to Holiday Inn and quoted the Lane memorandum before finding that Holiday Inn ‘‘clearly understood’’ the importance of the restrictive covenant. The court also examined the purchase and sales agreement. It noted that the purchase and sales agreement governed the entire transaction, and that ‘‘[t]here was no mention that upon assignment of the ground lease [to Holiday Inn] the carefully negotiated [restrictive covenant] would disappear.’’ The court also noted that the ground lease assignment agreement, whichthedefendantclaimedtohavemergedtherestrictive covenant out of existence, did not reference the limited warranty deed that contained an identical restrictive covenant. The court next concluded that the testimony and depositions of representatives from both the plaintiffs andHolidayInnwhowereinvolvedwiththetransaction ‘‘consistentlysupported’’ anintentthatthe groundlease assignment agreement was not intended to extinguish the restrictive covenant. This testimony included that ofKathleen Rorick, the executivevicepresident ofHeymanProperties, whotestifiedthatshehad‘‘noauthority from [the plaintiffs] to terminate the [restrictive covenant],’’ ‘‘did not intend to do so,’’ and ‘‘understood at the time that the ground lease assignment [agreement]did not do so.’’ Tamara Levine, an attorney who representedthe plaintiffs in connection withthe transaction, testifiedthat ‘‘the ground lease assignment [agreement]
was to have no effect on the [restrictive covenant], and therewasnointenttohavethe groundlease assignment [agreement] affect the restriction.’’15
The court noted that a similar intent was evidenced by Holiday Inn’s agents. The court recounted: ‘‘Sinyard, who headed up the transaction for [Holiday Inn], testified at a deposition that [Holiday Inn] agreed to the [restrictive covenant], understood it was to protect another hotel in the area owned by the sellers, and stated [that] [Holiday Inn] had no intention of making the hotel it was acquiring into an ‘upscale’ hotel, but
was satisfied to call it a Holiday Inn. He testified [that] hewasunaware ofanyagreementbywhichthatrestriction was terminated. He further testified that he had not authorized its termination, and since the restrictive covenant was a significant aspect of the transaction, the termination ofitless than amonththereafterwould have been brought to his attention. Attorney Timothy Packenham, a commercial real estate lawyer with the law firm Alston & Bird that acted as [Holiday Inn’s] outside counsel in connection with its purchase of the hotel, draftedthe groundlease assignment [agreement], and he had no knowledge of any [Holiday Inn] intent with respect to that document except to acquire the groundleaseholdinterest, and [did] notrecallanyintent
one way or another about terminating the [restrictive covenant].’’ (Citations omitted.)
On the basis ofthese findings, the court came to ‘‘the firm conclusionthatneither [theplaintiffs] nor [Holiday Inn] had any intent to terminate the [restrictive covenant] on the hotel parcel of land when they executed the ground lease assignment [agreement]. There is no evidence of such intent and such an intent seems to be
an implausible change of direction by the parties who knew about the distinct possibility ofthe ground lease assignment when the [purchase and sales agreement]
was signed on June 21, 1996, and when the deed and sublease assignment documents, all containing the restriction, were signed on July 12, 1996. There is no evidence of any event or change of heart occurring within the nineteen day period extending to July 31, 1996, to provide a basis for the court to determine that the [restrictive covenant] was intended by the parties to be undone, so that the language ofthe ground lease assignment [agreement] should be construed to effect
aterminationofthe [restrictive covenant], andthecourt declines to do so.’’ Having reviewed the record and evidence, we conclude that it overwhelmingly indicates that the parties
never intended to extinguish the restrictive covenant. The defendant’s interpretation rests on its laser like focus on a single sentence of the ground lease assign-ment agreement, and its contention that this sentence indicatesthattheparties’ intendedto undo afundamental aspect of the transaction. This position does not make sense when one considers the transaction as a whole, which was neatly governed bythe purchase and sales agreement. There is no evidence in the plain language ofpurchase and sales agreement indicating that the parties intended to extinguish the restrictive covenant uponthe transfer ofthe ground lease, eventhough the purchase and sales agreement contemplated the ground lease assignment agreement. On the basis of our review of the record, we simply cannot conclude that the trial court’s findings were without support in the record, nor are we ‘‘left with the definite and firm conviction that a mistake has been committed.’’ (Internal quotation marks omitted.) 19 Perry Street, LLC v. Unionville Water Co., supra, 294 Conn. 624. Accordingly, we conclude that the trial court’s determination that the restrictive covenant was not merged out of existence is not clearly erroneous. III
The defendant next claims that the court improperly grantedtheplaintiffsanawardofattorney’sfees. Specifically, the defendantcontendsthatthe courtimproperly determined that (1) the plaintiffs were contractually entitledto attorney’s fees, (2) the defendant’s breach of therestrictivecovenanttriggeredanawardofattorney’s fees, and (3) the plaintiffs had standing to pursue attorney’s fees because the plaintiffs did notpayforthe cost of the litigation. We disagree.
The following facts are relevant to this claim. In the fourth count oftheir amended complaint, the plaintiffs and HD Hotel alleged that they were entitled to reasonable attorney’s fees and expenses arising out of the defendant’s breach of the restrictive covenant. After the court found that the restrictive covenant was enforceable, the plaintiffs filed a motion for attorney’s fees and litigation expenses. The plaintiffs claimed entitlement to attorney’s fees
on the basis of the sublease assignment agreement,16 which provided: ‘‘[Holiday Inn] agrees to and does hereby indemnify and hold [BRS] harmless hereunder fromallclaims, demands, losses, damage, expenses and costsincluding, butnotlimitedto, reasonableattorney’s fees and expenses arising out of or in connection with [Holiday Inn’s] failure, from and after delivery of this instrument, to observe, perform and discharge on time each and every one of the covenants, obligations and liabilities assumed by [Holiday Inn] in this instrument relating to, or accruing with respect to the period from and after, not before the date hereof.’’
In their motion for attorney’s fees the plaintiffs claimed, inter alia, that the defendant’s filing the termination notice on the Stamford land records was a repu-diation ofthe restrictive covenant. Theplaintiffs sought $1,507,266.04 in attorney’s fees and expenses for an expenditure of over 4000 hours of attorney time in the prosecution of the declaratory judgment action.
The defendant opposed the plaintiffs’ motion for attorney’s fees, and claimedthat an award ofattorney’s fees was not supported because (1) there was no contractual or statutory basis for doing so, (2) the defendant had not breached any contractual agreement, (3) the plaintiffs lacked standing to seek attorney’s fees because HD Hotel ultimately paid the bills, and (4) the amount of recovery sought was unreasonable and unfair. On June 27, 2013, the court filed its memorandum of decision and awarded the plaintiffs attorney’s fees and litigationcostsintheamountof$1,507,266.04. Thecourt foundthat ‘‘theactuallanguage ofthe contractualprovisions in the [sublease assignment agreement] and [groundlease assignmentagreement] that comprise the undertaking to pay attorney’s fees make no specific reference that they are, as [the defendant] has urged, limited only to such instances where a third party has sued BRS.

. . . Under these agreements, [Holiday Inn], andsubsequently [the defendant], obligateditselftopay to BRS all expenses and costs BRS incurred, including attorney’s fees arising from [the defendant’s] breach of the restrictive covenant.’’ The court also found that the defendant had breached the restrictive covenant by filing the termination notice on the Stamford land records and that the plaintiffs had standing to pursue the claim for attorney’s fees.
A
We first analyze whether the court properly concludedthatthe contractual language at issue supported
an award of attorney’s fees. As this claim requires an examination ofthe language ofthe sublease assignment agreement, our review is plenary. See Cruz v. Visual Perceptions, LLC, supra, 311 Conn. 101. The dispositive issue is whether the sublease assignment agreement providesforindemnificationforthirdpartyclaims only,
orwhetherthelanguageofthatagreementalsosupports
an award of attorney’s fees between the contracting parties themselves.17
InAmoco Oil Co. v. LibertyAuto & Electric Co., 262 Conn. 142, 810 A.2d 259 (2002), our Supreme Court noted the difference between an actionfor indemnification and a breach of contract claim. In that case, Liberty Auto & Electric Company (Liberty) contracted toinstallundergroundgasolinestoragetanksforAmoco Oil Company (Amoco). Id., 144. Eight years later, one tankbegantoleak, andAmocobroughtan‘‘indemnification’’ claim againstLibertyunderthe following contract provision: ‘‘Liability and Indemnity

. . . [Liberty] shall reimburse [Amoco] for, and indemnify [Amoco] andhold itharmless from and against anyand all loss, costs (including reimbursement ofall attorneyfees and other costs of defense), damage, expense, claims (including claims of strict liability and for fault imposed by statutes, rules orregulations), suits and liabilityon account of any and all bodily injuries or death of any persons (including the employees of [Amoco], [Liberty], or its subcontractors) or damage to, or loss ofdestruction of any property (including without limitation, the work covered hereunder and the property of [Liberty], and subcontractors and [Amoco]) arising directly or indirectly out of or in connection with the performance of this Contract

. . . .’’ (Footnotes omitted; internal quotation marks omitted.) Id., 144–45. Liberty contended that the claim was not an action forindemnification, butrather, wasabreachofcontract action that was barred by the statute oflimitations. Id., 146–47. In characterizing the nature of the claim for statute of limitations purposes, our Supreme Court observed that ‘‘[t]he logic and rationale underlying our indemnity case law are based on the premise that an actionfor indemnification is one in which one party seeks reimbursement from another party for losses incurred in connection with the first party’s liability to
a third party. In the present action, however, Amoco does not seek indemnification for losses arising from liabilityto athirdparty.’’ (Emphasis added.) Id.,148–49. The court noted that ‘‘the concept ofindemnity usually involves an indemnitor, A, and an indemnitee, B, who enter into a contract whereby A agrees to indemnify B for any money B becomes legally obligated to pay to a third party.’’ (Emphasis omitted.) Id.,149.
Our Supreme Court determined that the claim raised by Amoco was not an action for indemnification: ‘‘Amoco cannot convert, for purposes of determining the applicable statute of limitations and accrual date, what otherwise is a breach of contract claim into an indemnification claim simply by labeling it as such in the pleadings. Although Amoco seeks ‘indemnification’ from Liberty in the first count of its complaint, Amoco effectively seeks enforcement of a specific contract provision that provides reimbursement for loss. Thus, the claim that Amoco asserts in count one of its complaint constitutes a breach of contract claim and, accordingly, [General Statutes] § 52-576 (a) furnishes the applicable statute of limitations.’’ Id., 152. Because
our Supreme Court determined that the action was barred by the statute of limitations, it never analyzed the merits of the breach of contract claim.
In Total Recycling Services of Connecticut, Inc. v. Connecticut Oil Recycling Services, LLC, Superior Court,judicial district ofMiddlesex, Docket No. CV-06- 50000447-S (November 30, 2009), the trial court considered the motion of Connecticut Oil Recycling Services, LLC (Connecticut Oil) for attorney’s fees based on anagreement effecting the sale of the oil recycling business of Total Recycling Services of Connecticut, Inc. (TotalRecycling) to ConnecticutOil. The operativeprovision stated: ‘‘[Total Recycling] agrees to indemnify and hold [Connecticut Oil] harmless from any costs or damages, includingreasonableattorney’sfees, resulting from any breach of any representation, warranty or covenant in this agreement.’’ Id.
The courtheldthattheprovisionhadthe ‘‘plainmeaning’’ of obligating Total Recycling to compensate Connecticut Oil for any costs plus reasonable attorney’s fees resulting from Total Recycling’s breaches of the sales agreement. Id. The court denied the motion for attorney’s fees, however, because it could not identify which attorney’s fees were related to Connecticut Oil’s prosecution of its breach of contract claims. Id. The denial ofthe motion was appealed, and it was affirmed bythis court. See TotalRecyclingServices ofConnecticut, Inc. v. Connecticut Oil Recycling Services, LLC, 129 Conn. App. 296, 305, 20 A.3d 716 (2011), rev’d, 308 Conn. 312, 63 A.3d 896 (2013). Our Supreme Court reversed this court’s judgment, however, and determined that when some contractual provisions call for recovery of attorney’s fees and others do not, a party is entitled to recover all reasonable fees ‘‘if apportionment is impracticable because the claims arise from a common nucleus and are intertwined.’’ TotalRecycling Services ofConnecticut, Inc. v. Connecticut OilRecycling Services., LLC, 308 Conn. 312, 333, 63 A.3d 896 (2013). Our Supreme Court never analyzed the trial court’s interpretation of the contract. On the basis of our review of the existing case law,
our Supreme Court has decided that an action for indemnificationis ‘‘one inwhich onepartyseeks reimbursement from another party for losses incurred in connection with the first party’s liability to a third party.’’ Amoco Oil Co. v. Liberty Auto & Electric Co., supra, 262 Conn. 148. Less clear, however, is whether contractual language like in the present case that utilizes the phrase ‘‘indemnify and hold

. . . harmless,’’ is limitedto an actionforindemnification, orwhether that language may support a claim between the contracting parties. Our review ofthe relevant case law does not suggest that the language is talismanic and automatically dictatesthattheprovisionallows onlyan actionforindemnification limited to the coverage of only third party claims. Rather, ‘‘[i]n reviewing a claim that attorney’s fees areauthorizedbycontract, weapplythewellestablished principle that [a] contract must be construed to effectuate the intent ofthe parties, which is determined from [its] language

. . . interpreted in the light of the situation of the parties and the circumstances connected withthe transaction.’’ (Internal quotation marks omitted.) TotalRecycling Services ofConnecticut, Inc

.v. Connecticut OilRecycling Services, LLC, supra, 308 Conn. 327. ‘‘[T]he intent of the parties is to be ascertained by a fair and reasonable construction of the written words and

. . . the language used must be accorded its common, natural, and ordinary meaning andusagewhereitcanbesensiblyappliedtothesubject matterofthe [writing].’’ (Internalquotationmarks omitted.) Connecticut National Bank v. Rehab Associates, 300 Conn. 314, 319, 12 A.3d 995 (2011).
In this case, on the basis of our plenary review, we conclude thatthe plain language ofthe sublease assignment agreement supports the plaintiffs’ contentionthat the provision is not limited to third party claims. According to Black’s Law Dictionary, ‘‘to indemnify’’ is ‘‘[t]o reimburse (another) for a loss suffered because ofathirdparty’sorone’sownactordefault.’’ (Emphasis added.) Black’s Law Dictionary (9th Ed. 2009); see also 1 D. Dobbs, Law of Remedies (2d Ed.1993), § 3.10 (3), p. 402 (indemnity and hold harmless agreements ‘‘often provide that one of the parties will protect the other from litigation costs or claims brought bythirdpersons as well as from claims between themselves’’).
Giventhe broad language ofthe sublease assignment agreement, which by its own terms is not expressly limitedtothirdpartyclaims, we concludethattheprovision allows for the recovery of attorney’s fees arising fromthe defendant’sbreach ofthe restrictive covenant. The language clearly provides in relevant part: ‘‘[Holiday Inn] agrees to and does hereby indemnify and hold [BRS] harmless hereunder from all

. . . losses

. . . expensesandcostsincluding, butnotlimitedto, reasonable attorney’s fees and expenses, arising out of

. . . [Holiday Inn’s] failure, from and after the delivery of this instrument, to observe, perform, and discharge

. . . each and every one of the covenants

. . . assumed by [Holiday Inn] in this instrument

. . . .’’ (Emphasis added.)
This interpretation is consistent with the circumstances oftheparties, the nature ofthe restrictive covenant, and the foreseeable claims that might accrue under the sublease assignment agreement. If we were to adopt the defendant’s interpretation, we would be, in effect, judicially grafting a limitation that is not supported by the plain language of the indemnification provision nor our case law.18 Moreover, the defendant’s interpretation would render portions ofthe indemnification provision superfluous. We have long held that ‘‘[t]he law of contract interpretation militates against interpreting a contract in a way that renders a provision superfluous.’’ United Illuminating Co. v. Wisvest-Connecticut, LLC, supra, 259 Conn. 674. The indemnification provision clearly encompasses ‘‘expenses

. . . arising out of

. . . [Holiday Inn’s] failure

. . . to observe

. . . each and every one of the covenants

. . . assumed by [Holiday Inn]in this instrument

. . . .’’ Among the covenants and obligations undertaken by Holiday Inn in the ‘‘instrument’’ wasthe restrictive covenant. Inits memorandum of decision, the trial court pragmatically observed that ‘‘it is hard to envision anybody but BRS being injured by abreach of [the restrictive] covenant because it was BRS’ interest in protecting the position of the neighboring Marriott hotel that was the reason for including the covenant in the agreements.’’ We agree. Only the plaintiffs could be injured by a breach ofthe restrictive covenant. Therefore, limiting that provision to encompass only third party claims is illogical with respect to the restrictive covenant because no third party could
ever reasonably claim to be injured by the defendant’s breach of the restrictive covenant. Given the broad language ofthe indemnificationprovision and the absence of any indication that it was limitedtothirdpartyclaims, we concludethattheprovision is not limited to third party claims, and that it provides for an award of attorney’s fees between the plaintiffs and the defendant for a breach ofthe restrictive covenant.
B
The defendant claims, as it did in the trial court, that ‘‘it did not breach any assumed obligation to warrant
an award ofattorney’s fees and expenses.’’ Specifically, the defendant argues that ‘‘the restrictive covenantwas not one of the assumed obligations arising out of the sublease

. . . [but rather] was a new, additional covenant that was inserted only into the [sublease assignment agreement], and never incorporated into the sublease itself.’’
This claim is not persuasive. We agree with the trial court that ‘‘[t]his is an unconvincing andtortuous interpretation ofthe subjectcontracts.’’ Itis manifestlyclear thatthe language ofthe sublease assignmentagreement provided for the award of costs ‘‘arising out of’’ the failure to ‘‘perform

. . . the covenants

. . . assumed by [Holiday Inn] in this instrument

. . . .’’ (Emphasis added.) Because the restrictive covenant was included in the sublease assignment agreement, the argument that the restrictive covenant was somehow not an assumed obligation thereunder is entirely without merit. C Finally, thedefendantclaimsthattheplaintiffslacked standing to pursue a claim for attorney’s fees. The defendant claims that the plaintiffs were not parties to contracts that gave rise to the claim for attorney’s fees, and that they did not actually pay any ofthe attorney’s fees or litigation costs in this case. Although the plaintiffs were not parties to the sublease assignment agreement that supported the court’s award of attorney’s fees, we already have determinedthatthe rightto enforce the restrictive covenantpassed to the plaintiffs as the former members of BRS upon that entity’s dissolution. The defendant has failed to demonstrate why the sublease assignment agreement could not also be enforced by the plaintiffs after it passed to the plaintiffs as an asset of BRS.
The defendantargues, finally, thattheplaintiffsnever actually paid for the attorney’s fees and litigation costs that were awarded by the trial court. This claim rests
on the fact that all ofthe plaintiffs’ litigation costs were actually paid for by HD Hotel. This claim fails insofar
as HD Hotel’s members are comprised ofthe plaintiffs. The plaintiffs’ respective share of ownership of HD Hotel is very similar to that of BRS. Accordingly, it is clear that the subject legal expenses were apportioned among the plaintiffs, and that any expense paid by HD Hotel was ultimatelyborne by the plaintiffs as its members. The defendant’s claim fails.
The judgment is affirmed.
In this opinion the other judges concurred.

1 The plaintiffs are four business entities owned by three families: HD Hotel, whose members are Heyman, owned by the Heyman family; AIM, owned by the Meyer family; and TRJ, owned by the Jabara family. In this opinion, we refer to Heyman, AIM, and TRJ, collectively as the plaintiffs, and by name where appropriate. HD Hotel, although a plaintiff, will be referred to by name.
2 Specifically, the defendant contends that a restrictive covenant that was included in a sublease assignment agreement was merged out of existence when the sublease was merged with the ground lease.
3 In 1994, the plaintiffs purchased the Marriot and operated the hotel as HD Hotel. In 1996, the plaintiffs purchased the Ramada Inn, and operated that hotel as BRS Realty Associates, LLC (BRS). Heyman, AIM, and TRJ

were members of both BRS and HD Hotel.

4 According to Jabara, an upscale hotel features more amenities and a higherlevelofservice. Typically, upscalehotelsfeatureadoorman,ballroom, pool, restaurant, and twenty-four hour room service. A midscale hotel, on the other hand, such as a Holiday Inn, would have fewer services and focus

on the budget conscious traveler.

5 The trial court found that Holiday Inn operates three levels of hotels: Crowne Plaza (upscale), Holiday Inn (midscale), and Holiday Inn Select (focus on value).

6 In 1996, Holiday Inn was a wholly owned subsidiary of Bass PLC, a British public limited company.
7 Thetransactionaldocumentsrelativetothe sale ofthepremisesincluded fourdocumentswhose nomenclatureissimilar. Forclarity, these documents will be referred to as follows. The overall transaction was governed by a Purchase andSalesAgreement (purchase andsales agreement). Thetransfer of the sublease interest in the premises from BRS Realty Associates, LLC (BRS) to Holiday Inn was accomplished by way of an Assignment and Assumption of Sublease Agreement (sublease assignment agreement). The conveyance of the fee interest from BRS to Holiday Inn was executed by way of a Limited Warranty Deed (limited warranty deed). The transfer of the ground lease from BRS to Holiday Inn was completed by an Assignment and Assumption of Lease Agreement and of Sublease Agreement (ground lease assignment agreement).

8 The hotel structure and improvements were on two parcels ofland. The structure itselfrested on a large parcel. This parcel was subject to a ground lease in favor of TK Associates under which the plaintiffs held a sublease interest. The front landscape of the hotel was on a smaller parcel, which the plaintiffs held in fee simple.
9 The trial court found that pursuant to Delaware law, which governed both the Holiday Inn-Bristol Hotel Company merger and the Bristol Hotel Company-FelCor Lodging Trust merger, ‘‘a surviving corporation shall be subjecttoall‘restrictions, disabilitiesanddutiesofeachofsuchcorporationsso merged

. . . .’ ’’ On appeal, the trial court’s finding is not challenged.

10 In the third count, the plaintiffs and HD Hotel sought an injunction ordering the defendant to record a document on the Stamford land records cancelling the termination document that the defendant filed on the land records in 2006. This count was withdrawn when the restrictive covenant lapsed in 2011.

11 Although a formal judgment had not been rendered when this appeal

was filed, the defendant has nonetheless appealed from a final judgment insofar as at the time the appeal was taken the court had adjudicated the entirety of the plaintiffs’ complaint. See Practice Book § 61-2 (judgment rendered on entire complaint is final judgment).

12 General Statutes § 34-210 provides: ‘‘Upon the winding up of a limited liability company, the assets shall be distributed as follows: (1) Payment,

or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, members who are creditors, in satisfaction of liabilities of the limited liability company; (2) unless otherwise provided in writing in an operating agreement, to members or former members in satisfaction of liabilities for distributions under sections 34-158 and 34-159; and (3) unless otherwise provided in writing in an operating agreement, to members and former members, first, for the return of their contributions and second, respecting their membership interests, in proportions in which the members share in distributions under section 34-158.’’

13 In Mukon v. Gollnick, supra, 151 Conn. App. 132, a panel of this court stated: ‘‘The dissolution of a limited liability company does not

. . . result in the automatic transfer of the limited liability company’s assets to one of the individual members. Instead, the dissolution necessitates a prescribed winding-up process, and a member receives the limited liability company’s property if, and only if, the member or manager winding-up the limited liability has completed the applicable steps established by [the windingup statute].’’ This language does not supplant the general rule that after dissolution and completion of the winding-up process the assets of a limited liability company devolve to its members. In Mukon, we held that an asset of a limited liability company did not transfer automatically and immediately at the moment a limited liability company was dissolved because the subject company had not completed the winding-up process, which in that case involved the payment of deferred taxes. The present case is distinguishable fromMukon insofar as BRS had been properly wound up, e.g., its liabilities

were satisfied, and its remaining assets thereafter devolved to its members.

14 The restrictive covenant provided: ‘‘Assignee by acceptance of this Assignment covenants and agrees that it will neither operate norpermit the operation ofan ‘upscale hotel’ on premises herein conveyed. ‘Upscale hotel’

as used herein shall mean ahotel which caters to an upscale market, including, without limitation, hotels currently catering to an upscale market such

as Marriot Hotels, Sheraton Hotels, Hilton Hotels, Omni Hotels, Crowne Plaza, Wyndham Hotels, DoubleTree Hotels and Suites, and Embassy Suites. This restriction shall not prevent Assignee from operating or permitting the operation of a Holiday Inn Hotel, a Holiday Inn Select Hotel, a Holiday Inn Express Hotel, aRadissonHotel, orotherhotels cateringto the same market currently served by these hotels. This restriction is intended to run with the land and shallbe bindinguponAssignee, its successors and assigns. This restriction shall expire fifteen (15) years from the date ofthis Assignment.’’

15 According to Levine, BRS had a right of first refusal under which it could purchase the ground lease from TK Associates. She testified that shortly before the plaintiffs and Holiday Inn executed the purchase and sales agreement, TK Associates informed the plaintiffs that a third party wanted to buythe ground lease. This forced the plaintiffs to decide whether to exercise the right of first refusal. The purchase and sales agreement

was then amended to address the plaintiffs’ potential acquisition of the ground lease. Levine testified that the reason the ground lease was not acquired by the plaintiffs prior to the July 12, 1996 closing was that they did not want to purchase the ground lease before Holiday Inn had actually closed on the transaction, and also that they wanted to use the funds from the July 12, 1996 closing to purchase the ground lease from TK Associates.

16 The plaintiffs claim a provision in the ground lease assignment agreement also supports an award ofattorney’s fees. That provision stated: ‘‘[Holiday Inn] hereby indemnifies and agrees to defend, and hold [BRS] harmless from all claims, demands, liabilities, damages, loses orjudgments, including the defense thereto, including attorney’s fees and expenses, madeagainst or suffered by [BRS] which relate to any obligation of [Holiday Inn] accruing, to be performed or arising out of events occurring on or after the date hereof with respect to the Lease, the Sublease or the Property.’’ The defendant has not claimed that there is any meaningful difference between the two provisions, and its arguments appear to apply equally to both the language of the sublease assignment agreement and the ground lease assignment agreement. Because we conclude that the sublease assignment agreement supports the trial court’s award ofattorney’s fees, we need notexaminethelanguage ofthegroundleaseassignmentagreementindetail.

17 We note significant disparity among our sister states as to whether language of indemnification covers losses between the contracting parties themselves, or only as between a contracting party and a third party. Compare Hooper Associates, Ltd

. v. AGS Computers, Inc., 74 N.Y.2d 487, 492, 548 N.E.2d 903, 549 N.Y.S.2d 365 (1989) (‘‘inasmuch as a promise by one party to a contract to indemnify the other for attorney’s fees incurred in litigation between them is contrary to the well-understood rule that parties

are responsible for their own attorney’s fees, the court should not infer a party’s intention to waive the benefit of the rule unless the intention to do

so is unmistakably clear from the language of the promise’’) with Battelle Memorial Institute v. Nowsco Pipeline Services., Inc., 56 F. Supp. 2d 944, 951 (S.D. Ohio 1999) (‘‘it is clear from both the Ohio and Sixth Circuit definitions ofindemnificationthat apartywishingto narrow anindemnification clause to thirdparty damage is obligatedto limitthe scope ofthe clause expressly; and absent such express limitation, indemnification clauses may apply to damage suffered by the contracting parties themselves’’).

18 The defendant’s claim that the indemnification provision does not support an award of attorney’s fees between the parties rests on a misunderstanding of our Supreme Court’s holding inAmoco Oil Co

. In that case, the defendant contends, our Supreme Court stated ‘‘unequivocallythatindemnification agreements apply to third party claims.’’ As we have observed previously, Amoco Oil Co. was decided purely on a statute of limitations issue. OurSupreme Courtneveranalyzedwhetherthelanguage oftheindemnification provision in that case could support an award of attorney’s fees betweenthe contractingparties, becauseevenifsuchaclaimwassupported, the statute oflimitations period for abreach ofcontract action had expired.