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NORMA I. CRUZ v. VISUAL PERCEPTIONS,

LLC, ET AL.

(SC 19015)

Rogers, C. J., and Palmer, Zarella, Eveleigh, McDonald, Espinosa and

Vertefeuille, Js.

Argued October 31, 2013—officially released February 11, 2014

David R. Makarewicz, with whom was Richard D.

Carella, for the appellants (defendants).

Proloy K. Das, with whom was Andrew L. Houlding,

for the appellee (plaintiff).
Opinion

ROGERS, C. J. The issue that we must resolve in

this certified appeal is whether the trial court properly

determined that a letter agreement between the parties

plainly and unambiguously constituted a contract for

a defined period of time or, instead, the letter agreement

reasonably could be interpreted as governing the terms

and conditions of the plaintiff’s at-will employment.1

The plaintiff, Norma I. Cruz, brought an action against

the defendant Visual Perceptions, LLC,2 alleging that

she and the defendant had entered into a letter

agreement for a fixed term of employment of thirtysix months and that the defendant had violated the

agreement by terminating her employment before the

term expired, without good cause. After a trial to the

court, the trial court concluded that, on its face, the

letter agreement explicitly provided that the plaintiff’s

employment was for a fixed duration and that the defendant had breached the agreement by terminating the

plaintiff without good cause. Accordingly, the court

rendered judgment for the plaintiff and awarded her

compensatory damages. The defendant then appealed

to the Appellate Court claiming, inter alia, that the trial

court improperly had concluded that the parties had

entered into an employment contract for a fixed term.

The Appellate Court affirmed the judgment of the trial

court. Cruz v. Visual Perceptions, LLC, 136 Conn. App.

330, 342, 46 A.3d 209 (2012). We then granted the defendant’s application for certification to appeal to this

court on the following issue: ‘‘Did the Appellate Court

properly affirm the trial court’s determination that the

plaintiff was a contract employee for a defined period of

time and was discharged in violation of that contract?’’

Cruz v. Visual Perceptions, LLC, 306 Conn. 903, 903–

904, 52 A.3d 730 (2012). We conclude that both the

Appellate Court and the trial court improperly determined that, on its face, the letter agreement constituted

a contract for a definite term. Instead, we conclude that

the letter agreement was ambiguous on this point and,

therefore, the trial court should have considered extrinsic evidence to determine the intent of the parties.

Accordingly, we reverse the judgment of the Appellate

Court and conclude that the case must be remanded to

the trial court for further factual findings in a new trial.

The Appellate Court’s majority opinion sets forth the

following relevant facts and procedural history. ‘‘The

plaintiff was hired as a laboratory manager by the defendant in February, 2006. On February 2, 2006, the plaintiff

and [Robert W. Aube, Jr., the defendant’s principal]

signed a document that included the plaintiff’s rate of

compensation, commission opportunities, benefits and

work schedule. Thereafter, on April 6, 2006, the plaintiff

and Aube signed a second document that revised the

terms ofthe plaintiff’s employment, providing for a raise

in her salary.
‘‘In February, 2007, the plaintiff provided Aube with

a handwritten list of updated terms of her employment

wherein she requested another raise. On March 1, 2007,

the plaintiff and Aube signed a third document, stating

‘[t]his will cover the [thirty-six] month period starting

April 1, 2007 and ending March 31, 2010.’3 Aube terminated the plaintiff’s employment [with the defendant]

on October 16, 2008, and [this] litigation followed.

‘‘On January 6, 2010, the plaintiff filed a revised

amended complaint.4 Count one alleged that the March

1, 2007 document constituted an employment contract

between the plaintiff and the defendant for a fixed term

of thirty-six months, and that her termination breached

that contract. Counts two and three sought an accounting and payment of commissions for the term of the

alleged employment contract against the defendant and

Aube, respectively. The [defendant and Aube] filed an

answer denying the existence of an employment contract and claiming, by way of special defenses, rescission, payment, and accord and satisfaction as to all

counts of the revised amended complaint. The [defendant and Aube] also claimed that Aube could not be

liable personally pursuant to General Statutes § 34-134

as to count three. The defendant asserted a counterclaim against the plaintiff for breach of contract, breach

of the covenant of good faith and fair dealing, and statutory theft pursuant to General Statutes § 52-564.

‘‘The matter was tried to the court . . . . In its memorandum of decision, the court first determined that

the March 1, 2007 document constituted a contract of

employment for a definite term and was terminable

only for good or just cause.’’ (Footnotes altered.) Cruz

v. Visual Perceptions, LLC, supra, 136 Conn. App. 332–

33. Specifically, the trial court stated that ‘‘[o]n its face,

the March 1, 2007 document contains the terms and

conditions that were essential to the plaintiff’s employment [by the defendant]. The document contains the

plaintiff’s job title and description, schedule, salary,

conditions for the receipt of a bonus, health insurance

and retirement contribution benefits. Most significantly,

the document explicitly states the duration of the plaintiff’s employment: thirty-six months, from April 1, 2007,

to March 31, 2010. Because the March 1, 2007 document

is definite and certain as to its terms and requirements,

it constitutes a valid and binding term employment

contract.’’5

‘‘The court then determined that because the [defendant and Aube] did not present evidence to support a

finding of good or just cause to terminate the plaintiff’s

employment, the plaintiff was discharged in violation

of the contract [and the court therefore found for the

plaintiff on counts one and two of the revised amended

complaint].6 The court found that the plaintiff was entitled to damages from the date of her termination

through the end date of the term of the contract. On
December 6, 2010, the court awarded the plaintiff

$60,964.11, representing the plaintiff’s lost wages, less

unemployment compensation, with the addition of medical expenses incurred due to a loss of health insurance

coverage and an underpaid bonus.’’ (Footnote added.)

Cruz v. Visual Perceptions, LLC, supra, 136 Conn. App.

333. Thereafter, the trial court rendered judgment for

the plaintiff on counts one and two of the revised

amended complaint.

The defendant then appealed to the Appellate Court.

A majority of that court concluded that ‘‘the plain language of the contract unambiguously demonstrates that

the parties intended to create a contract for a definite

duration of thirty-six months. It specifically provides

how many personal days would be allocated to the

plaintiff for the duration of the contract and provides

that any increase in health insurance premium would

be absorbed by the defendant ‘for the duration of the

contract.’ ’’ (Emphasis in original; footnote omitted.)

Id., 337. The Appellate Court concluded that, because

‘‘the language of the contract is unambiguous, the contract must be given effect according to its terms.’’ Id.,

337 n.3. Accordingly, the Appellate Court held that ‘‘the

[trial] court’s finding that the March 1, 2007 document

was an employment contract for a definite term is not

clearly erroneous.’’7

Id., 337. The Appellate Court therefore affirmed the judgment of the trial court. Id., 342.

This certified appeal followed.

The defendant claims on appeal that the Appellate

Court improperly concluded that the language of the

March 1, 2007 document (letter agreement), on its face,

plainly and unambiguously demonstrates that the parties intended to create a contract for a definite term

of thirty-six months.8 The defendant contends that the

language of the letter agreement was ambiguous

because itreasonably could be interpreted as governing

the terms and conditions of the defendant’s at-will

employment of the plaintiff. Accordingly, it contends,

the trial court should have considered extrinsic evidence to determine the parties’ intent. It further contends that, although the trial court did not consider it,

the extrinsic evidence clearly demonstrates that the

parties did not intend to enter into a contract for a

definite term of employment. The plaintiff contends

that, to the contrary, the Appellate Court properly

affirmed the trial court’s determination that the letter

agreement, on its face, was a contract for a definite

term. We conclude that the letter agreement was ambiguous on its face as to whether it created a contract for

a definite term or, instead, governed the terms and

conditions of the defendant’s at-will employment of the

plaintiff. We further conclude that the trial court must

consider the extrinsic evidence and make factual findings as to the parties’ intent.

We begin with our standard of review. The defendant
contends that, because the trial court relied exclusively

upon the language of the letter agreement to determine

the intent of the parties, its interpretation of the contract is subject to plenary review. The plaintiff contends

that, to the contrary, because the question of contract

interpretation, being a question of the parties’ intent,

is a question of fact, the Appellate Court properly subjected the trial court’s interpretation to review for clear

error. We conclude that, because the trial court relied

solely on the language of the letter agreement, which

it determined to be plain and unambiguous, and because

the parties disagree on that issue, the first question that

this court must address is not whether the trial court’s

substantive interpretation of the contract was correct,

but the more fundamental question of whether the relevant language was plain and unambiguous. We conclude

that that determination is a question of law subject to

plenary review.

‘‘When the language of a contract is ambiguous, the

determination of the parties’ intent is a question of fact

. . . .’’ (Internal quotation marks omitted.) Ramirez v.

Health Net of the Northeast, Inc., 285 Conn. 1, 13, 938

A.2d 576 (2008). ‘‘[W]here there is definitive contract

language, [however] the determination of what the parties intended by their contractual commitments is a

question of law.’’ (Internal quotation marks omitted.)

Tallmadge Bros., Inc. v. Iroquois Gas Transmission

System, L.P., 252 Conn. 479, 495, 746 A.2d 1277 (2000);

see also id., quoting 11 S. Williston, Contracts (4th Ed.

1999) § 30:6, pp. 77–83 (‘‘[t]he interpretation and construction of a written contract present only questions

of law, within the province of the court . . . so long

as the contract is unambiguous and the intent of the

parties can be determined from the agreement’s face’’

[internal quotation marks omitted]); Gateway Co. v.

DiNoia, 232 Conn. 223, 230, 654 A.2d 342 (1995)

(‘‘because the trial court relied solely upon the written

agreements in ascertaining the intent of the parties, the

legal inferences properly to be drawn from the documents are questions of law, rather than fact’’). It is

implicit in this rule that the determination as to whether

contractual language is plain and unambiguous is itself

a question of law subject to plenary review.9 United

Illuminating Co. v. Wisvest-Connecticut, LLC, 259

Conn. 665, 669–70, 791 A.2d 546 (2002) (determination

as to whether contract is ambiguous is subject to de

novo review).10

Accordingly, we must consider de novo whether the

language in the letter agreement was plain and unambiguous. ‘‘In determining whether a contract is 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 of the language in question does not necessitate a conclusion

that the language is ambiguous.’’ (Citations omitted;

internal quotation marks omitted.) Id., 670.

‘‘In contrast, a contract is ambiguous if the intent of

the parties is not clear and certain from the language

of the 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 of the other provisions . . .

and every provision must be given effect if it is possible

to do so.’’ (Citations omitted; internal quotation marks

omitted.) Id., 670–71. ‘‘If the language of the contract is

susceptible to more than one reasonable interpretation,

the contract is ambiguous.’’ Id., 671.

We conclude that the language of the letter agreement

at issue in the present case reasonably may be interpreted as evincing either an intent to create a definite

term of employment or an intent to set the terms and

conditions of an at-will employment contract. First, the

sentence providing that ‘‘[t]his will cover the [thirtysix] month period starting April 1, 2007, and ending

March 31, 2010’’—a sentence on which both the trial

court and the Appellate Court relied on heavily in support of their interpretation—is, on its face, entirely consistent with either intent. The sentence does not plainly

and unambiguously provide that the duration of the

plaintiff’s employment will be thirty-six months or that

she could not be terminated within that period, except

for good cause, but reasonably can be interpreted as

providing that the terms and conditions set out in the

letter would apply during that period if the plaintiff

continued to be employed by the defendant.

Similarly, the portion of the letter agreement providing that any increase in health insurance premiums

would be absorbed by the defendant ‘‘for the duration

of the contract’’ does not plainly and unambiguously

indicate what the parties intended the duration of the

agreement to be. The contractual language reasonably

could be interpreted as contemplating that the

agreement would terminate either when the plaintiff

voluntarily left employment or was terminated by the

defendant, or at the end of the thirty-six month period.

The same reasoning applies to the provision governing

the paid personal days that the plaintiff would receive

in each year during the thirty-six month period. Accordingly, we conclude that the letter agreement was ambiguous.11 Compare Slifkin v. Condec Corp., 13 Conn. App.

538, 548, 538 A.2d 231 (1988) (language in employment

contract providing that employee ‘‘would be afforded

an opportunity to continue in the employ of [the

employer] for a sufficient number of years to qualify

for 100 [percent] vesting in each of the employer benefit

plans’’ plainly and unambiguously constituted contract

of employment for specified period [internal quotation
marks omitted]).12

When contractual language is plain and unambiguous, ‘‘to permit oral testimony, or prior or contemporaneous conversations, or circumstances, or usages [etc.],

in order to learn what was intended, or to contradict

what is written, would be dangerous and unjust in the

extreme.’’ (Internal quotation marks omitted.) Tallmadge Bros., Inc. v. Iroquois Gas Transmission System, L.P., supra, 252 Conn. 502. Parol evidence is

admissible, however, ‘‘to explain an ambiguity

appearing in the instrument . . . .’’ (Internal quotation

marks omitted.) Schilberg Integrated Metals Corp. v.

Continental Casualty Co., 263 Conn. 245, 277, 819 A.2d

773 (2003); see also id. (‘‘[t]he parol evidence rule does

not of itself, therefore, forbid the presentation of parol

evidence, that is, evidence outside the four corners of

the contract . . . but forbids only the use of such evidence to vary or contradict the terms of . . . a contract’’ [internal quotation marks omitted]).

Because the letter agreement was ambiguous as to

whether it was intended to constitute a contract of

employment for a definite term or, instead, was

intended to set the terms and conditions of an at-will

employment contract, the trial court was required to

resolve this ambiguity by considering the extrinsic evidence and making factual findings as to the parties’

intent. It is elementary that neither this court nor the

Appellate Court can find facts in the first instance. Holley v. Commissioner of Correction, 62 Conn. App. 170,

180, 774 A.2d 148 (2001) (‘‘[a]n appellate court cannot

find facts or draw conclusions from primary facts

found, but may only review such findings to see whether

they might be legally, logically and reasonably found’’

[emphasis in original; internal quotation marks omitted]). Accordingly, we conclude that the Appellate

Court improperly affirmed the judgment of the trial

court in favor of the plaintiff on the ground that the

letter agreement plainly and unambiguously evinced

the parties’ intent that it would be for a definite term,

and the case must be remanded to the trial court so

that the court may resolve the ambiguity as to the parties’ intent on the basis of the extrinsic evidence.13

Finally, because it is likely to arise on remand, we

address the plaintiff’s claim that, under the rule of contra proferentum, the letter agreement should be construed against the defendant because it drafted the

contract. ‘‘After the court has examined all of the other

factors that affect the search for the parties’ intended

meaning . . . and the only remaining question is which

of two possible and reasonable meanings should be

adopted, the court will often adopt the meaning that is

less favorable in its legal effect to the party who chose

the words. This technique is known as contra proferentum. . . . The . . . rule has been described as being

applicable only as a last resort, when other techniques
of interpretation and construction have not resolved

the question of which of two or more possible meanings

the court should choose. One court wrote that the rule

is a tie breaker when there is no other sound basis for

choosing one contract interpretation over another. The

rule is not applicable at all if only one reasonable meaning is possible. . . . [The rule] directs the court to

choose between two or more possible reasonable meanings on the basis of their legal operation, i.e., whether

they favor the drafter or the other party.’’ (Citations

omitted; emphasis altered; internal quotation marks

omitted.) Montoya v. Montoya, 91 Conn. App. 407, 420–

21, 881 A.2d 319 (2005), rev’d in part on other grounds,

280 Conn. 605, 909 A.2d 947 (2006).

Thus, the trial court in the present case should invoke

the rule of contra proferentum only as a last resort if

it is unable to resolve the ambiguity in the letter

agreement by considering the extrinsic evidence. It

would make absolutely no sense to require the trial

court to construe the agreement against the defendant

if the extrinsic evidence showed that it was more likely

than not that the parties had a contrary intent.14

The judgment of the Appellate Court is reversed and

the case is remanded to that court with direction to

reverse the judgment of the trial court and to remand

the case to that court for a new trial.

In this opinion PALMER, ZARELLA, EVELEIGH,

ESPINOSA and VERTEFEUILLE, Js., concurred.

1

‘‘Employment at will grants both parties the right to terminate the relationship for any reason, or no reason, at any time without fear of legal

liability.’’ (Internal quotation marks omitted.) Thibodeau v. Design Group

One Architects, LLC, 260 Conn. 691, 697–98, 802 A.2d 731 (2002).

2 The plaintiff’s complaint also named as a defendant Robert W. Aube,

Jr., a doctor of optometry, who was the principal of Visual Perceptions,

LLC. The trial court concluded that Aube was not personally liable to the

plaintiff. Accordingly, Aube was not aggrieved by the trial court’s decision;

see Cadle Co. v. D’Addario, 268 Conn. 441, 443 n.1, 844 A.2d 836 (2004)

(party who prevails in trial court is not aggrieved); and neither the Appellate

Court nor this court had appellate jurisdiction over his claims on appeal.

See State v. Scott, 139 Conn. App. 333, 338, 55 A.3d 608 (2012) (proof of

aggrievement is essential prerequisite to Appellate Court’s jurisdiction);

State v. Preston, 286 Conn. 367, 373 n.4, 944 A.2d 276 (2008) (proof of

aggrievement is prerequisite to this court’s jurisdiction). We note, however,

that Aube and Visual Perceptions, LLC, filed a joint brief and none of the

claims raised on appeal apply only to Aube. Because Visual Perceptions,

LLC, was aggrieved by the decisions of the trial court and the Appellate

Court, this court has jurisdiction to consider the claims. All references to

the defendant in this opinion are to Visual Perceptions, LLC.

3 The March 1, 2007 document provided: ‘‘Norma Cruz Employment

Contract:

‘‘This will cover the [thirty-six] month period starting April 1, 2007 and

ending March 31, 2010. Your [t]itle would be Optical Lab Manager. You

are responsible for all the eyeglasses produced from this office. You are

responsible for the maintenance of the lens lab. You are responsible for the

dispensary and all the related products and issues.

‘‘You would work Monday (9:00–5:30), Tuesday (9:00–5:30), Wednesday

(9:00–5:30) and Thursday (9:00–7:30); and then alternating Friday (9:00–5:30)

and Saturday (9:00–12:30). You will be compensated [$2300] per two weeks

([$59,800] per year). You are a salaried employee and any overtime is

included in your salary. If your work day falls on a major holiday, you would

be paid for the day. You would receive an adjusted bonus of 1 [percent] of

net receipts in a month minus [$650], paid in the first payroll after the month
ends. (If the monthly production is less than [$65,000], then no bonus). You

will have matching 3 [percent] for the Simple IRA (at least $69 per pay

period, [$1794] a year**) and health and dental insurance (Medical/Dental

$341.61 per month, $4099.32 per year). Any increase in health insurance

premium will be absorbed by [the defendant] forthe duration of the contract.

‘‘Total Compensation will be $65,693.32 plus potential monthly bonus.

‘‘You will have [ten] paid personal days in 2007 that can be used for

vacation/sick time. Once the [ten] days are used up your salary would be

reduced $250 per day for any days missed. The days will be counted from

January 1 to December 31, and reset to zero on January 1. You will have

[twelve] days in 2008 and [fourteen] days in 2009 and [fifteen] days in 2010.

‘‘**You need to put 3 [percent] into the IRA to get the matching funds,

which you are currently doing. (3 [percent] of [$2300] equals [$69] and any

bonus would increase the IRA matching funds.)’’

4

‘‘The revised amended complaint contains six counts. Counts four and

five [seeking an accounting and payment of precontractual commissions

from, respectively, the defendant and Aube] were withdrawn by the plaintiff

following argument held on July 6, 2010. Count six [alleging a violation of

General Statutes § 46a-60 (a) (1), discriminatory employment practices] was

dismissed by the court at the conclusion of the plaintiff’s case-in-chief.’’

Cruz v. Visual Perceptions, LLC, supra, 136 Conn. App. 332 n.2.

5 Because the trial court concluded that the March 1, 2007 document was

‘‘definite and certain as to its terms and requirements,’’ and it cited no

extrinsic evidence in support of its determination that the contract constituted a ‘‘valid and binding term employment contract,’’ it is clear that the trial

court’s interpretation was premised on a determination that the contractual

language was plain and unambiguous.

6 With respect to count three of the revised amended complaint, the court

held that Aube could not be held personally liable.

7

Judge Lavine issued a dissenting opinion in which he contended that

the evidence presented to the trial court supported the conclusion that the

March 1, 2007 document was not a contact for a definite term of employment,

but was a ‘‘compensation agreement.’’ Cruz v. Visual Perceptions, LLC,

supra, 136Conn.App. 342.Accordingly, he would have reversed the judgment

of the trial court and directed a judgment for the defendant. Id. (Lavine,

J., dissenting).

8 At oral argument before this court, the defendant conceded that, if this

court concludes that the letter agreement was a contract for a definite

term, the defendant could not terminate the plaintiff’s employment without

good cause.

9 The plaintiff in the present case appears to claim that the trial court’s

interpretation is subject to review only for clear error even though the trial

court and the Appellate Court relied solely on the language of the letter

agreement in support of their interpretation. In support of this claim, she

cites Connecticut Light & Power Co. v. Lighthouse Landings, Inc., 279

Conn. 90, 109, 900 A.2d 1242 (2006), in which this court observed that, in

‘‘the majority of the cases considering contractinterpretation a matter of law,

the disputed agreement was a commercial contract between sophisticated

commercial parties with relatively equal bargaining power.’’ The plaintiff

contends that because the letter agreement at issue in the present case was

not such a contract, the trial court’s interpretation cannot be subject to

plenary review. This court merely observed in Connecticut Light & Power

Co., however, that courts are more likely to find commercial contracts

between sophisticated parties to be plain and unambiguous. See id. (because

‘‘the lease was entered into by sophisticated parties, represented by competent counsel regarding the commercial interests of both parties, each with

relatively equal bargaining power,’’ trial court concluded that ‘‘the parties

meant what they said and said what they meant in language sufficiently

definitive to obviate any need for deference to the trial court’s factual

findings as to the parties’ intent’’ [internal quotation marks omitted]); see

also United Illuminating Co. v. Wisvest-Connecticut, LLC, 259 Conn. 665,

670, 791 A.2d 546 (2002) (‘‘a presumption that the language used is definitive

arises when . . . the contract at issue is between sophisticated parties and

is commercial in nature’’). These cases do not support the proposition that

a trial court’s finding that contractual language is so plain and unambiguous

as to obviate the need for extrinsic evidence of contractual intent is subject

to plenary review only if there was a commercial contract between sophisticated parties.

10 To the extent that the Appellate Court held that the trial court’s determination that the language of the letter agreement was plain and unambiguous
or its interpretation of the written contractual language were factual issues

subject to review for clear error, any such holding was incorrect and is

hereby overruled.

11 The plaintiff contends in her brief to this court that, even if this court

concludes that the language of the letter agreement is ambiguous, ‘‘[t]he

only question for this court is whether it is reasonable to conclude that a

document that: (1) is expressly titled ‘Norma Cruz Employment Contract’;

(2) is signed by both the plaintiff and [Aube]; (3) expressly states that it

covers a ‘thirty-six month period’ with precise starting and ending dates;

(4) contains otherterms and conditions essential to an employment contract;

and (5) provides that any health insurance premium increases would be

absorbed by the defendant for the ‘duration of the contract’; was an employment contract for a determinable period of time.’’ (Emphasis in original.)

The plaintiff makes no claim, however, that the trial court relied on any

evidence outside the four corners of the letter agreement in reaching this

conclusion. We can conceive of no reason why this court should give deference to the trial court’s ‘‘reasonable’’ interpretation of ambiguous written

contract language in contravention of the bedrock legal principles that, first,

the interpretation of a written document is a question of law; see, e.g.,

United Illuminating Co. v. Wisvest-Connecticut, LLC, supra, 259 Conn.

669–70 (determination as to whether contractual language is plain and unambiguous is question of law subject to plenary review); School District No.

8 v. Lynch, 33 Conn. 330, 333 (1866) (‘‘[t]he construction of a written document is a matter of law, where the meaning is to be ascertained from the

document itself; but where the meaning can be understood only from extrinsic facts, the construction is generally a question of fact for the jury’’); and,

second, when contract language is ambiguous and there is extrinsic evidence

of the parties’ intent, the trial court must consider that evidence. Schilberg

Integrated Metals Corp. v. Continental Casualty Co., 263 Conn. 245, 277,

819 A.2d 773 (2003).

12 The dissenting justice states that, ‘‘[a]lthough the contract . . . does

not specifically provide that the plaintiff could be terminated only for good

cause, there was no need to so provide in light of well settled law . . .

recognizing that such a condition is implied in a contract for a definite

term.’’ We cannot presume an intent to create an employment contract for

a definite term if the contract language is ambiguous on that point, however,

especially in light of the presumption under Connecticut law that employment is at will unless the employment contract provides to the contrary.

See Thibodeau v. Design Group One Architects, LLC, 260 Conn. 691, 697,

802 A.2d 731 (2002) (‘‘[i]n Connecticut, an employer and employee have an

at-will employment relationship in the absence of a contract to the contrary’’

[internal quotation marks omitted]). The dissenting justice has provided no

authority for the proposition that contractual language like that at issue in

the present case—i.e., ‘‘[t]his [letter agreement] will cover the [thirty-six]

month period starting April 1, 2007 and ending March 31, 2010’’—unambiguously rebuts the presumption of at-will employment. Indeed, the cases that

he cites support our conclusion that it does not. See Taravella v. Wolcott,

599 F.3d 129, 131, 134 (2d Cir. 2010) (letter agreement that ‘‘established the

terms of [the plaintiff’s] employment for a one-year period’’ was ambiguous

as to whether plaintiff employee could be terminated only for cause within

that period when agreement contemplated possibility of termination due to

change of mayoral administration and provided that plaintiff could terminate

employment with ten days notice); see also id., 143 (Straub, J., dissenting)

(agreeing with majority that agreement providing that ‘‘[t]he term of the

agreement shall be one year from [the] date of [the] signature’’ was ambiguous as to whether plaintiff could be terminated only for cause within that

period [internal quotation marks omitted]); Wilkerson v. Carriage Park

Development Corp., 130 N.C. App. 475, 477–78, 503 S.E.2d 138 (verbal representations by defendant employer during employment negotiations that it

contemplated building 500 houses and that plaintiff employee would receive

bonus for each house built did not constitute verbal agreement that plaintiff

would be entitled to work until all 500 houses were completed), review

denied, 349 N.C. 534, 526 S.E.2d 478 (1998). Although, as the dissenting

justice points out, the presumption of at-will employment can be overcome

either by an express provision in the employment contract that employment

can be terminated only for cause or by an express provision that the employment contract is for a definite term, if either provision is ambiguous, the

ambiguity must be resolved with extrinsic evidence.

13 If the trial court concludes on the basis of the extrinsic evidence that the

parties intended to create an employment contract with a definite duration, it

need not readdress the issue of whether the defendant terminated the plaintiff for cause. The trial court ruled in favor of the plaintiff on that issue in
the first trial, its ruling on the issue was affirmed by the Appellate Court,

and the defendant has not challenged the Appellate Court’s resolution of

the issue on appeal to this court. Accordingly, it is the law of the case.

14 The plaintiff points out that this court has stated that contracts between

employers and employees should be construed against employers, in light

of their superior bargaining power in drafting the contracts. See Assn.

Resources, Inc. v. Wall, 298 Conn. 145, 184, 2 A.3d 873 (2010) (‘‘[w]e agree

with the plaintiff that the defendant, as drafter of the employment agreement,

could have exercised its superior bargaining position to draft a more favorable provision’’); Ravetto v. Triton Thalassic Technologies, Inc., 285 Conn.

716, 741, 941 A.2d 309 (2008) (noting ‘‘the superior bargaining power of an

employer that enters into an employment contract with an employee’’ given

‘‘the economic compulsion facing those in search of employment’’ [internal

quotation marks omitted]). Even if that is the case, the trial court should

apply this rule only after determining that the ambiguity in the contract

cannot be resolved by considering extrinsic evidence of the parties’ intent.