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*********************************************** 
KELLY SERVICES, INC. v. THE

SENIOR NETWORK, INC.

(SC 20548)

Robinson, C. J., and McDonald, D’Auria, Mullins,

Kahn, Ecker and Keller, Js.

Syllabus

Pursuant to statute (§ 52-192a (c)), if ‘‘[a] plaintiff has recovered an amount

equal to or greater than the sum certain specified in the plaintiff’s offer

of compromise, the court shall add to the amount so recovered eight

per cent annual interest on said amount . . . .’’

The plaintiff, an employment staffing agency, sought to recover damages

for, inter alia, breach of contract from the defendant in connection with

the defendant’s failure to pay for certain services. Prior to trial, the

plaintiff filed an offer of compromise, which the defendant did not

accept, even though it previously had agreed to pay an invoice in the

amount of the offer. Following a bench trial, the trial court found the

defendant liable and awarded the plaintiff compensatory damages in

the exact amount of the offer of compromise. The trial court determined

that the defendant had wrongfully withheld payment and that it was

equitable to award the plaintiff double interest in light of the defendant’s

prior agreement and failure to pay. Accordingly, the court awarded the

plaintiff both prejudgment interest and postjudgment interest at the

annual rate of 8 percent pursuant to the statute (§ 37-3a) governing

interest in civil actions generally, as well as both prejudgment and

postjudgment offer of compromise interest pursuant to § 52-192a (c),

at an annual rate of an additional 8 percent. The defendant moved for

reargument, claiming, inter alia, that the trial court’s award of postjudgment interest under § 52-192a was improper under Gionfriddo v. Avis

Rent A Car System, Inc. (192 Conn. 301), in which this court concluded

that offer of compromise interest under § 52-192a runs only from the

date the offer was filed to the date of judgment. The trial court denied the

motion for reargument without explanation, and the defendant appealed.

Held that the trial court improperly ordered that the offer of compromise

interest continue to accrue until the date the judgment is satisfied, and,

accordingly, this court reversed the trial court’s judgment only as to

the award of postjudgment interest under § 52-192a and remanded the

case with direction to vacate that award; the trial court’s award of

postjudgment interest under § 52-192a was improper, as this court’s

conclusion in Gionfriddo that offer of compromise interest terminates

as of the date of judgment and may not be awarded postjudgment under

§ 52-192a controlled, that conclusion was not, contrary to the plaintiff’s

argument, dictum, and the plaintiff did not argue that Gionfriddo should

be overruled or limited.

Argued February 26—officially released May 4, 2021*

Procedural History

Action to recover damages for, inter alia, breach of

contract, and for other relief, brought to the Superior

Court in the judicial district of Stamford-Norwalk,

where the defendant filed a counterclaim; thereafter

the case was tried to the court, Hon. Edward R. Karazin, Jr., judge trial referee, who, exercising the powers

of the Superior Court, rendered judgment for the plaintiff, from which the defendant appealed. Reversed in

part; judgment directed.

James E. Nealon, for the appellant (defendant).

Robert C. Clark, pro hac vice, with whom was Abraham M. Hoffman, for the appellee (plaintiff).
Opinion

ECKER, J. The sole issue in this appeal is whether

the trial court properly awarded postjudgment, offer of

compromise interest to the plaintiff, Kelly Services, Inc.,

under General Statutes § 52-192a1 and Practice Book

§ 17-18.2 We conclude that the trial court’s award of

postjudgment, offer of compromise interest was

improper under our holding in Gionfriddo v. Avis Rent

A Car System, Inc., 192 Conn. 301, 307–308, 472 A.2d

316 (1984), and therefore reverse in part the judgment

of the trial court.

The relevant facts, which the trial court found following a bench trial, are not contested on appeal. The

plaintiff is an employment staffing agency that provides

workers for temporary assignments. In September,

2014, the plaintiff entered into a contract with the defendant, The Senior Network, Inc., to provide temporary

workers for a ten week period to distribute marketing

brochures encouraging Walmart customers to enroll in

a program for Medicare supplemental benefits. After

the work was completed, the plaintiff submitted

invoices for payment. A dispute ensued regarding the

value of the services rendered, and, following a series

of communications, the defendant asked the plaintiff

to ‘‘ ‘prepare an invoice for the $114,180.56 final payment and we will consider the assignment closed.’ ’’

The plaintiff responded shortly thereafter by submitting

an invoice for $113,955.56, slightly less than the defendant had agreed to pay. On May 19, 2015, the defendant

advised the plaintiff that it would pay the invoice within

thirty to forty-five days. Notwithstanding this agreement, the defendant did not pay any portion of the

final invoice.

The plaintiff commenced this action against the

defendant to recover the $113,995.56 debt by filing a

two count complaint for breach of contract and unjust

enrichment. The defendant filed an answer and special

defenses, as well as a counterclaim for breach of contract. More than two years later, on March 15, 2018, the

plaintiff filed an offer of compromise ‘‘to settle this

action and [to] stipulate to judgment in the amount of

$113,955.56 in [its] favor . . . .’’ The defendant did not

accept the offer of compromise. A five day bench trial

took place in June, 2019.

On December 2, 2019, the trial court issued a memorandum of decision, finding that the defendant had

breached its contractual payment obligations to the

plaintiff and awarding compensatory damages in the

amount of $113,955.56, the exact amount of the plaintiff’s offer of compromise.3 The court also awarded

interest and attorney’s fees to the plaintiff.4 The interest

award contained two components.

First, after finding that the defendant had wrongfully

withheld payment of the final invoice, the trial court
awarded the plaintiff interest under General Statutes

§ 37-3a, which permits interest to be awarded ‘‘as damages for the detention of money after it becomes payable.’’ General Statutes § 37-3a (a). The trial court

ordered interest under § 37-3a ‘‘at the rate of 8 percent

per annum’’ and stated that the interest will run from

the date when it determined that payment of the final

invoice became due, ‘‘May 19, 2015, until the date [the

defendant] completely pays [the plaintiff].’’ In other

words, the § 37-3a interest award included both prejudgment interest and any postjudgment interest that may

accrue until the judgment is fully satisfied. The award

of statutory interest under § 37-3a is not challenged

on appeal.

The issue on appeal relates to the second component

of the trial court’s interest award, which was made

under § 52-192a and Practice Book § 17-18. Section 52-

192a (c) provides in relevant part that, if ‘‘the plaintiff

has recovered an amount equal to or greater than the

sum certain specified in the plaintiff’s offer of compromise, the court shall add to the amount so recovered

eight per cent annual interest on said amount . . . .’’5

Similarly, Practice Book § 17-18 provides in relevant

part that, ‘‘[i]f the judicial authority ascertains from the

record that the plaintiff has recovered an amount equal

to or greater than the sum certain specified in that

plaintiff’s offer of compromise, the judicial authority

shall add to the amount so recovered 8 percent annual

interest on said amount. . . .’’ The disputed aspect of

the trial court’s interest award is the portion specifying

that the interest owed to the plaintiff under § 52-192a

and Practice Book § 17-18 shall be calculated ‘‘from

the filing of the offer of compromise until paid,’’ i.e.,

postjudgment. (Emphasis added.) The trial court determined that it would ‘‘not be inequitable’’ to award ‘‘double interest’’ under both § 37-3a and § 52-192a and

Practice Book § 17-18 from March 15, 2018, until the

judgment is paid in full because the offer of compromise

‘‘was the second demand for the approved and agreed

on amount, the first one having been in March, 2015,

and [the offer of compromise] was a further alert to

the defendant [that] the money should be paid in March,

2018. In addition, the nature of the offer of compromise

section is to, in some respect, act as a punitive device.

If you [do not] settle the case and you lose, you pay.

Accordingly, the court is exercising its discretion in this

case and awarding the double interest . . . .’’

The defendant moved for reargument in the trial court

on numerous grounds, only one of which is relevant to

this appeal, namely, its claim that the trial court’s award

of postjudgment interest under § 52-192a and Practice

Book § 17-18 was improper. In support of this claim,

the defendant relied on Gionfriddo v. Avis Rent A Car

System, Inc., supra, 192 Conn. 301, in which we rejected

the contention that an award of interest under § 52-

192a ‘‘continues to accrue until final payment of the
principal debt has been tendered’’ and, instead, concluded that interest awarded under § 52-192a runs only

until ‘‘the date of the judgment.’’ Id., 307, 308. The plaintiff opposed reargument, claiming that the language

in Gionfriddo was dictum. The trial court denied the

motion for reargument without explanation. The defendant appealed from the judgment of the trial court to

the Appellate Court, and we transferred the appeal to

this court pursuant to General Statutes § 51-199 (c) and

Practice Book § 65-1.

‘‘The question of whether the trial court properly

awarded interest pursuant to § 52-192a is one of law

subject to de novo review.’’6 Willow Springs Condominium Assn., Inc. v. Seventh BRT Development Corp.,

245 Conn. 1, 55, 717 A.2d 77 (1998). In Gionfriddo, we

addressed ‘‘the availability of statutory interest [under

§ 52-192a] when a plaintiff’s offer of judgment has been

rejected.’’ Gionfriddo v. Avis Rent A Car System, Inc.,

supra, 192 Conn. 302. After concluding ‘‘that § 52-192a,

read as a statutory totality, encompasses recoveries in

court cases as well as in jury cases’’; id., 306; we proceeded to address ‘‘a number of subsidiary issues about

the calculation of § 52-192a interest.’’ Id., 307. One subsidiary issue was ‘‘the relationship between [offer of

compromise] interest under § 52-192a and the postjudgment interest statute, [that is] § 37-3a . . . .’’ Id. We

observed that § 52-192a ‘‘says nothing about when [offer

of compromise] interest terminates’’ but held that § 37-

3a definitively resolved the issue by explicitly limiting

the amount of postjudgment interest that may be

awarded. Id., 308. ‘‘Reading these two statutes in conjunction with each other, as we must,’’ we held that

‘‘the rules of § 52-192a determine prejudgment interest,

while the rules of § 37-3a determine postjudgment interest.’’7

Id. Accordingly, we held that offer of compromise

interest under § 52-192a terminates as of ‘‘the date of

the judgment.’’ Id.; see also Camp, Dresser & McKee,

Inc. v. Technical Design Associates, Inc., 937 F.2d 840,

844 (2d Cir. 1991) (‘‘Connecticut case law . . . makes

it clear that interest under § 52-192a (b) terminates as

of the date of the final judgment’’), citing Gionfriddo

v. Avis Rent A Car System, Inc., supra, 308.

We agree with the defendant that our analysis of

the issue presented on appeal begins and ends with

Gionfriddo, which held that postjudgment, offer of

compromise interest may not be awarded under § 52-

192a. This aspect of our decision in Gionfriddo was

not dictum but, instead, was necessary to our holding

and, therefore, binding precedent.8 See, e.g., Cruz v.

Montanez, 294 Conn. 357, 376, 984 A.2d 705 (2009) (‘‘a

court’s discussion of matters necessary to its holding

is not mere dictum’’); see also Voris v. Molinaro, 302

Conn. 791, 797 n.6, 31 A.3d 363 (2011) (‘‘[Dictum]

includes those discussions that are merely passing commentary . . . those that go beyond the facts at issue

. . . and those that are unnecessary to the holding in
the case. . . . [I]t is not [dictum] [however] when a

court . . . intentionally takes up, discusses, and

decides a question germane to, though not necessarily

decisive of, the controversy . . . . Rather, such action

constitutes an act of the court [that] it will thereafter

recognize as a binding decision.’’ (Internal quotation

marks omitted.)). The plaintiff has not asked us to overrule or to limit our holding in Gionfriddo, and we see

no reason to do so in this case.9 We therefore conclude

that the trial court improperly awarded the plaintiff

postjudgment interest under § 52-192a.

The judgment is reversed only as to the award of

postjudgment interest under § 52-192a and the case is

remanded with direction to vacate that award of interest; the judgment is affirmed in all other respects.

In this opinion the other justices concurred.

* May 4, 2021, the date that this decision was released as a slip opinion,

is the operative date for all substantive and procedural purposes.

1 General Statutes § 52-192a provides in relevant part: ‘‘(a) Except as

provided in subsection (b) of this section, after commencement of any civil

action based upon contract or seeking the recovery of money damages,

whether or not other relief is sought, the plaintiff may, not earlier than one

hundred eighty days after service of process is made upon the defendant

in such action but not later than thirty days before trial, file with the clerk

of the court a written offer of compromise signed by the plaintiff or the

plaintiff’s attorney, directed to the defendant or the defendant’s attorney,

offering to settle the claim underlying the action for a sum certain. . . . If

the offer of compromise is not accepted within thirty days and prior to the

rendering of a verdict by the jury or an award by the court, the offer of

compromise shall be considered rejected and not subject to acceptance

unless refiled. Any such offer of compromise and any acceptance of the

offer of compromise shall be included by the clerk in the record of the case.

* * *

‘‘(c) After trial the court shall examine the record to determine whether

the plaintiff made an offer of compromise which the defendant failed to

accept. If the court ascertains from the record that the plaintiff has recovered

an amount equal to or greater than the sum certain specified in the plaintiff’s

offer of compromise, the court shall add to the amount so recovered eight

per cent annual interest on said amount . . . the court shall add to the

amount so recovered eight per cent annual interest on the difference between

the amount so recovered and the sum certain specified in the counterclaim

plaintiff’s offer of compromise. The interest shall be computed from the

date the complaint in the civil action . . . was filed with the court if the

offer of compromise was filed not later than eighteen months from the filing

of such complaint . . . . If such offer was filed later than eighteen months

from the date of filing of the complaint . . . the interest shall be computed

from the date the offer of compromise was filed. The court may award

reasonable attorney’s fees in an amount not to exceed three hundred fifty

dollars, and shall render judgment accordingly. This section shall not be

interpreted to abrogate the contractual rights of any party concerning the

recovery of attorney’s fees in accordance with the provisions of any written

contract between the parties to the action.’’

2 Practice Book § 17-18 provides: ‘‘After trial the judicial authority shall

examine the record to determine whether the plaintiff made an offer of

compromise which the defendant failed to accept. If the judicial authority

ascertains from the record that the plaintiff has recovered an amount equal

to or greater than the sum certain specified in that plaintiff’s offer of compromise, the judicial authority shall add to the amount so recovered 8 percent

annual interest on said amount. In the case of a counterclaim plaintiff under

General Statutes § 8-132, the judicial authority shall add to the amount so

recovered 8 percent annual interest on the difference between the amount

so recovered and the sum certain specified in the counterclaim plaintiff’s

offer of compromise. Any such interest shall be computed as provided in

General Statutes § 52-192a. The judicial authority may award reasonable

attorney’s fees in an amount not to exceed $350 and shall render judgment
accordingly. Nothing in this section shall be interpreted to abrogate the

contractual rights of any party concerning the recovery of attorney’s fees

in accordance with the provisions of any written contract between the

parties to the action.’’

3 The trial court concluded that the defendant had failed to prove its

special defenses and its counterclaim.

4 The trial court awarded the plaintiff reasonable attorney’s fees in the

amount of $350. See General Statutes § 52-192a (c) (‘‘[t]he court may award

reasonable attorney’s fees in an amount not to exceed three hundred fifty

dollars, and shall render judgment accordingly’’); Practice Book § 17-18

(‘‘[t]he judicial authority may award reasonable attorney’s fees in an amount

not to exceed $350 and shall render judgment accordingly’’). The trial court’s

award of attorney’s fees is not at issue in this appeal.

5 The trial court determined that the plaintiff was entitled to interest

under § 52-192a because it had recovered an amount ‘‘equal to’’ the offer

of compromise. In fact, the plaintiff’s recovery substantially exceeded the

offer of compromise because the amount it ‘‘ha[d] recovered’’ under § 52-

192a (c) included the trial court’s award of prejudgment interest under § 37-

3a. See Blakeslee Arpaia Chapman, Inc. v. EI Constructors, Inc., 239 Conn.

708, 740 n.35, 687 A.2d 506 (1997) (‘‘[t]he offer of judgment is to be compared

to the amount that the plaintiff ‘has recovered,’ which includes compensatory

interest’’); see also Gionfriddo v. Avis Rent A Car System, Inc., supra, 192

Conn. 304–305 (‘‘it is the total judgment that is the relevant [basis] for

comparison’’); Gillis v. Gillis, 21 Conn. App. 549, 556, 575 A.2d 230 (concluding that trial court improperly denied offer of judgment interest on § 37-3a

interest portion of verdict), cert. denied, 215 Conn. 815, 576 A.2d 544

(1990).’’).

6 Practice Book § 17-18 provides for an ‘‘identical computation method’’

as § 52-192a for offer of compromise interest. Georges v. OB-GYN Services,

P.C., 335 Conn. 669, 674 n.3, 240 A.3d 249 (2020); see also footnotes 1 and

2 of this opinion. For the sake of simplicity, and consistent with the parties’

arguments on appeal, we limit our analysis to § 52-192a.

7 Gionfriddo was a personal injury action and, therefore, did not involve

a claim for prejudgment interest under § 37-3a. See Gionfriddo v. Avis Rent

A Car System, Inc., supra, 192 Conn. 308 (recognizing that ‘‘a personal injury

claim would not ordinarily constitute a claim for the wrongful detention of

money’’ under § 37-3a ‘‘before the rendering of a judgment’’), citing Cecio

Bros., Inc. v. Feldmann, 161 Conn. 265, 274–75, 287 A.2d 374 (1971)). In a

breach of contract action, however, prejudgment interest under § 37-3a may

be awarded upon a finding that the defendant withheld money from the

plaintiff after it became payable. See White Oak Corp. v. Dept. of Transportation, 217 Conn. 281, 302, 585 A.2d 1199 (1991) (holding that trial court

improperly failed to award prejudgment interest under § 37-3a after finding

that payment owed by defendant was wrongfully withheld under contract);

see also DiLieto v. County Obstetrics & Gynecology Group, P.C., 310 Conn.

38, 49–50 n.11, 74 A.3d 1212 (2013) (identifying types of claims that would,

and would not, permit award of prejudgment interest under § 37-3a). As we

previously noted, the trial court in the present case awarded the plaintiff

prejudgment and postjudgment interest under § 37-3a, and that award is not

challenged on appeal.

8 To support its contention to the contrary, the plaintiff relies on DiLieto

v. County Obstetrics & Gynecology Group, P.C., 310 Conn. 38, 56–57, 74

A.3d 1212 (2013), in which we held that an award of postjudgment interest

under § 37-3a was discretionary, rather than mandatory. The plaintiff points

out that, in DiLieto, we observed that ‘‘the issue of postjudgment interest was

not a contested issue in Gionfriddo,’’ and, thus, ‘‘the discussion regarding

the award of postjudgment interest pursuant to § 52-192a in Gionfriddo was

dict[um].’’ This claim lacks merit. In DiLieto, we clarified that our language

in Gionfriddo ‘‘purporting to recognize the plaintiff’s ‘entitlement’ to postjudgment interest under § 37-3a’’ was not conclusive as to whether the award

of such interest was mandatory in every case in which prejudgment interest

was awarded under § 52-192a, reasoning that ‘‘the issue of whether postjudgment interest is automatic under § 37-3a in cases in which the plaintiff is

entitled to prejudgment interest under § 52-192a was not before this court

because the defendant in [Gionfriddo] did not challenge the plaintiff’s entitlement to postjudgment interest. The defendant simply argued that such

interest should be calculated at the annual rate of 8 percent pursuant to

§ 37-3a, rather than at the higher annual rate of 12 percent pursuant to § 52-

192a. Thus, although we agreed with the defendant that § 37-3a governed

an award of postjudgment interest in [Gionfriddo], we were not required
to decide whether such an award was mandatory.’’ DiLieto v. County Obstetrics & Gynecology Group, P.C., supra, 58. Nothing in DiLieto suggests that

we may consider as dictum the court’s determination in Gionfriddo that

controls the outcome in the present case, which is Gionfriddo’s conclusion

that interest under § 52-192a terminates as of the date of judgment.

9

Indeed, counsel for both the plaintiff and the defendant informed this

court during oral argument that they were unaware of any other case in

which postjudgment, offer of compromise interest had been awarded under

§ 52-192a.