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ANTHONY H. SALCE, SR. v. WALTER WOLCZEK

(SC 19144)

Palmer, Zarella, Eveleigh, McDonald, Espinosa, Robinson and

Vertefeuille, Js.

Argued May 20—officially released December 9, 2014

Robert M. Shields, Jr., with whom was Wesley W.

Horton, for the appellant (defendant).

Jeffrey J. White, with whom was Benjamin C. Jensen, for the appellee (plaintiff).
Opinion

ESPINOSA, J. The principal issue in this certified

appeal is whether a contract between the parties is

ambiguous, requiring a trial to determine the parties’

intent. The trial court found that the contract at issue

unambiguously entitled the plaintiff, Anthony H. Salce,

Sr., to judgment as a matter of law, rendered summary

judgment in his favor, and awarded, among other relief,

postjudgment interest. The Appellate Court affirmed

the trial court’s judgment. Salce v. Wolczek, 141 Conn.

App. 528, 530, 61 A.3d 1177 (2013). On appeal to this

court, the defendant claims that the Appellate Court’s

decision was improper because (1) the contract at issue

was ambiguous, precluding summary judgment, and (2)

the trial court could not award postjudgment interest

after declining to award prejudgment interest. Because

we conclude that the contract language is unambiguous

and that the trial court properly awarded postjudgment

interest, we affirm the Appellate Court’s judgment.

The parties stipulated to the facts relevant to this

appeal. The plaintiff and the defendant each owned

50 percent of Anwalt, LLC (Anwalt). Anwalt owned

commercial real estate, an office park, in Trumbull

(premises). In April, 2007, the plaintiff agreed to sell

his 50 percent interest in Anwalt to the defendant. On

April 13, 2007, the parties executed a buyout agreement

that provided for a purchase price, due at closing, of

$1.75 million. The agreement also contained a provision

that required the defendant to pay the plaintiff an addition to the purchase price if specified conditions were

met (contingency clause).

The contingency clause, in essence, required the

defendant to pay to the plaintiff a contingent addition

to the purchase price if, at any point within one year

from the closing of the buyout agreement, the defendant

transferred any ownership interest in the premises to

a third party, for more than a certain amount of money.

The clause provides as follows: ‘‘Contingent Addition

to Purchase Price. If within one year of the closing

hereunder any ownership interest in the [p]remises

. . . is transferred to a ‘Non-Wolczek Person’ based on

a whole property value of more than [$3.5 million],

[the defendant] shall pay [the plaintiff] an additional

purchase price equal to one half the excess at the same

time as the transfer. The ‘excess’ is the amount by which

the whole property value for the transfer exceeds [$3.5

million]. The ‘whole value’ for any sale is the 100 [percent] value on which any percentage interest being

transferred is based. For example, a one quarterinterest

transferred for [$1 million] would equate to a whole

property value of [$4 million]. A ‘Non-Wolczek Person’

is someone other than [the defendant] or his immediate

family member or lineal descendant.’’

The parties closed on the sale under the buyout
agreement on May 31, 2007, starting the clock on the

one year period in the contingency clause.1 Less than

one year later, on March 29, 2008, the defendant entered

into a contract to sell the entire premises to a third

party, Brian Vaughn, who is a ‘‘ ‘[n]on-Wolczek [p]erson’ ’’ as defined in the contingency clause. The sales

price under the defendant’s contract with Vaughn

(Vaughn contract) was $5.5 million—$2 million more

than the minimum amount required to trigger the contingency clause. The defendant and Vaughn closed on

the sale of the premises on July 1, 2008—approximately

one month after the one year period specified in the

contingency clause expired.2

Following the closing between the defendant and

Vaughn, the plaintiff filed an action against the defendant alleging, among other claims, that the defendant

breached the buyout agreement by not paying the plaintiff a contingent addition to the purchase price as

required by the contingency clause.

The plaintiff later moved for summary judgment on

his breach of contract claim. He argued that the contingency clause unambiguously required the defendant to

pay an addition to the purchase price because the

Vaughn contract constituted a transfer of an ownership

interest within the meaning of the contingency clause.

The plaintiff argued that (1) the contingency clause

required the defendant to pay an addition to the purchase price ‘‘[i]f within one year of [May 31, 2007] any

ownership interest in the [p]remises . . . is transferred

to a ‘[n]on-Wolczek [p]erson’ ’’ for more than a specified

amount; (2) the defendant executed a contract with

Vaughn for the sale of the premises during the one year

period prescribed in the contingency clause; (3) the

value of the sale exceeded the amount specified in the

contingency clause; (4) the defendant’s execution of

the contract with Vaughn transferred equitable ownership of the premises to Vaughn; and (5) the transfer

of equitable ownership qualifies as a transfer of ‘‘any

ownership interest’’ under the contingency clause.

The defendant objected, arguing that the contingency

clause was ambiguous, making its interpretation a question of fact and requiring a trial. The defendant argued

that the contingency clause was unclear as to whether

it applied to a transfer of equitable ownership upon

signing a contract for sale, or to only a transfer of

legal title at closing. The defendant claimed that if the

contingency clause applied only to the transfer of legal

title at closing, then he did not owe an addition to the

purchase price because he did not close on his contract

with Vaughn until afterthe one year period in the contingency clause had expired.

The trial court granted the plaintiff’s motion. The

trial court determined that the expansive phrase ‘‘ ‘any

ownership interest’ ’’ used in the contingency clause

included a transfer of equitable ownership through the
doctrine of equitable conversion. Under that doctrine,

equitable ownership passes to the purchaser of real

estate at the time a contract for sale is executed; legal

title is held in trust by the seller for the benefit of the

buyer and legal title passes at the closing on the sale.

See, e.g., Francis T. Zappone Co. v. Mark, 197 Conn.

264, 267, 497 A.2d 32 (1985). Relying on this doctrine,

the trial court determined that the execution of the

Vaughn contract, which occurred within the one year

period of the contingency clause, conveyed equitable

ownership to Vaughn, and thus qualified as a transfer

of an ownership interest, triggering the contingency

clause. The court rejected the defendant’s argument

that the contingency clause was ambiguous and could

refer, instead, to only the closing of a sale. The trial

court determined that the defendant’s interpretation

was ‘‘more restrictive’’ than the language used by the

parties and thus was not a reasonable alternative interpretation.

The plaintiff withdrew the remaining counts of his

complaint and moved for final judgment on the breach

of contract count. The trial court granted the motion,

rendered judgment for the plaintiff, and awarded the

plaintiff his requested damages, attorney’s fees, offer of

compromise interest, costs, and postjudgment interest.

The trial court declined to award prejudgment interest.

A divided Appellate Court panel affirmed the trial

court’s judgment. Salce v. Wolczek, supra, 141 Conn.

App. 530. The defendant principally claimed on appeal

that the trial court improperly found the contingency

clause unambiguous, and that it improperly awarded

postjudgment interest after declining to award prejudgment interest.3

Id. The Appellate Court majority agreed

with the trial court, however, and concluded that the

contingency clause unambiguously required the defendant to pay to the plaintiff an addition to the purchase

price under the buyout agreement. Id., 533–35. The

Appellate Court majority also rejected the defendant’s

challenge to the postjudgment interest award. Id., 536–

38. The dissenting judge disagreed, concluding, instead,

that the contingency clause was ambiguous because it

was not clear that the parties intended the contingency

clause to apply to the transfer of an equitable ownership

interest. Id., 544–46 (Borden, J., dissenting).

The defendant then petitioned this court for certification. We granted the petition for certification, limited

to the following questions: ‘‘(1) Did the Appellate Court

properly determine that the contract language unambiguously established that the mere execution of a contract

for sale, and not the actual closing on the sale, was

intended to trigger the defendant’s payment obligation?

(2) If the answer to the first question is in the [affirmative], did the Appellate Court properly affirm the trial

court’s postjudgment interest award?’’4 Salce v. Wolczek,

308 Conn. 944, 66 A.3d 885 (2013).
I

The defendant chiefly claims that the language of the

contract is ambiguous. Consequently, he contends that

the trial court improperly concluded that the contingency clause unambiguously required the defendant to

pay the plaintiff an addition to the purchase price.

We disagree.

At the outset, we note that the scope of our review

under the first certified question in this case is narrow

and requires us to determine only whether the language

of the contingency clause is ambiguous. We do not

decide which party has the better interpretation, only

whether there is more than one reasonable interpretation of the contract language at issue. If we conclude

that the language allows for more than one reasonable

interpretation, the contract is ambiguous and the trial

court’s decision to render summary judgment, based

on the conclusion that the contract is unambiguous,

must be reversed and the matter remanded for a trial.

Conversely, if the contract is unambiguous, its interpretation and application is a question of law for the court,

permitting the court to resolve a breach of contract

claim on summary judgment if there is no genuine dispute of material fact. Ramirez v. Health Net of the

Northeast, Inc., 285 Conn. 1, 10–11, 938 A.2d 576 (2008).

If the contract is unambiguous, therefore, our inquiry

into its meaning ends, and we will affirm the judgment.

The principles that guide our consideration of whether

contract language is ambiguous are set forth in detail

in Yellow Book Sales & Distribution Co. v. Valle, 311

Conn. 112, 118–19, 84 A.3d 1196 (2014), Cruz v. Visual

Perceptions, LLC, 311 Conn. 93, 102–103, 84 A.3d 828

(2014), and Ramirez v. Health Net of the Northeast,

Inc., supra, 13.

Turning to the contract language at issue, the text of

the contingency clause sets out four prerequisites for

triggering an additional payment under that provision:

(1) if ‘‘within one year of the closing’’ of the buyout

agreement; (2) ‘‘any ownership interest in the [p]remises . . . is transferred’’ by the defendant; (3) ‘‘ ‘to a

[n]on-Wolczek [p]erson’ ’’; (4) ‘‘based on a whole property value of more than [$3.5 million]’’; then the defendant must pay the plaintiff an addition to the purchase

price. The parties agree that the execution of the

Vaughn contract satisfies the first, third, and fourth

requirements—the parties executed the contract less

than one year after the closing of the buyout agreement,

Vaughn is a ‘‘ ‘[n]on-Wolczek [p]erson,’ ’’ and the value

of the Vaughn contract was $5.5 million.

The parties’ dispute is limited to the second requirement. The trial court and the Appellate Court each

determined that the broad phrase ‘‘any ownership interest . . . is transferred’’ unambiguously includes the

conveyance of equitable ownership through the execu-
tion of a contract for sale. The defendant agrees that

this interpretation is reasonable, but contends that the

text also supports another reasonable interpretation,

rendering the contingency clause ambiguous.

According to the defendant, the common understanding of the phrase ‘‘any ownership interest . . . is transferred’’ could refer instead to only a transfer of legal

title and exclude a transfer of equitable ownership. The

defendant suggests that the average person would

understand that phrase to refer to the sale of the property at a formal closing, not to the transfer of equitable

ownership through the mere execution of a contract

for sale. The defendant argues that the reason the parties chose the otherwise broad phrase ‘‘any ownership

interest’’ was not that it would apply to a transfer of

equitable ownership, but instead to address the possibility that the defendant might transfer only a portion of

his ownership interest. Hence, the defendant interprets

the phrase ‘‘any ownership interest . . . is transferred’’

to mean any fraction of legal ownership interest is

transferred. To support his interpretation, the defendant relies on the contingency clause’s definition of

‘‘whole property value . . . .’’ The contingency clause

defines ‘‘whole value’’ (though it omits the term ‘‘property’’ in the definition) as ‘‘the 100 [percent] value on

which any percentage interest being transferred is

based. For example, a one quarter interest transferred

for [$1 million] would equate to a whole property value

of [$4 million].’’ (Emphasis added.) On the basis of this

language, the defendant contends that the reference to

a ‘‘percentage interest’’ transfer demonstrates that one

might reasonably interpret the broad phrase ‘‘any ownership interest’’ to address, not a transfer of equitable

ownership, but the possibility that the defendant might

transfer only a fraction of his legal ownership interest.

The defendant argues that ‘‘the most logical inference

is that the purpose of the [phrase] ‘any ownership interest’ in the first sentence was to include a fractional

interest transferred as well as a whole interest.’’

In response, the plaintiff argues that the expansive

phrase ‘‘any ownership interest . . . is transferred’’ is

broad enough to be triggered by either a conveyance

of equitable ownership or a transfer of legal title. The

plaintiff contends that the defendant’s argument

restricts the meaning of the text and that, if the parties

intended to give the contingency clause the more limited meaning offered by the defendant, they needed to

do so expressly, but did not. Because the Vaughn contract conveyed equitable ownership to a third party,

the plaintiff claims that the prerequisites for a purchase

price addition are met. We agree with the plaintiff.

The plain meaning of the phrase ‘‘any ownership

interest . . . is transferred’’ is broad and refers, as the

text states, to the transfer of any ownership interest,

regardless of the type or quantity of ownership interest
transferred. The defendant treats this phrase as if it can

refer only to either a transfer of equitable ownership

or a transfer of legal title, but not both. But the broad

language used by the parties does not support this

restrictive interpretation. The parties’ use of the word

‘‘any’’ to modify the phrase ‘‘ownership interest’’ in the

first sentence of the contingency clause gives the

resulting phrase an expansive meaning—one that we

will not restrict in the absence of a clear limitation in

the text. See, e.g., Ramirez v. Health Net of the Northeast, Inc., supra, 285 Conn. 14 (use of ‘‘ ‘any’ ’’ in phrase

‘‘ ‘any reason’ ’’ gives phrase broad and inclusive meaning [emphasis omitted]); see also AvalonBay Communities, Inc. v. Zoning Commission, 280 Conn. 405, 413,

908 A.2d 1033 (2006) (legislature’s use of ‘‘ ‘any’ ’’ in

statute is ‘‘broad and all-inclusive’’ [emphasis omitted]);

Manifold v. Ragaglia, 272 Conn. 410, 422, 862 A.2d 292

(2004) (court will not provide ‘‘exception or limitation’’

to language made broad by use of word ‘‘ ‘[a]ny’ ’’

[emphasis omitted]); Gipson v. Commissioner of Correction, 257 Conn. 632, 640, 778 A.2d 121 (2001) (‘‘‘[t]he

word any in statutes is generally used in the sense of

all or every and its meaning is comprehensive in scope

and inclusive in range’ ’’); Fink v. Golenbock, 238 Conn.

183, 196, 680 A.2d 1243 (1996) (phrase ‘‘ ‘[a]ny disputes’ ’’ is ‘‘all-embracing, all-encompassing and broad’’

[emphasis omitted]); New York, New Haven & Hartford

Railroad Co. v. Stevens, 81 Conn. 16, 21, 69 A. 1052

(1908) (‘‘[t]he word ‘any’ is too comprehensive to

receive so narrow a construction’’); New Haven Young

Men’s Institute v. New Haven, 60 Conn. 32, 39, 22 A.

447 (1891) (‘‘[t]he word ‘any,’ used as an adjective,

means ‘one out of several or many’ ’’).5 The text does

not distinguish between equitable or legal ownership,

or between a transfer of a fractional or whole interest.

Nothing in the contingency clause expressly limits its

application to transfers of legal ownership. Nor does

the contingency clause require the transferto take place

at a formal closing. The parties used the term ‘‘closing’’

throughout the buyout agreement when they intended

to refer specifically to that event, but did not do so

in the text at issue. We presume that they did this

intentionally. See Tallmadge Bros., Inc. v. Iroquois Gas

Transmission System, L.P., 252 Conn. 479, 496–97,

505–506, 746 A.2d 1277 (2000); see also Bank of Boston

Connecticut v. Schlesinger, 220 Conn. 152, 159, 595 A.2d

872 (1991) (‘‘[t]he parties could have written such an

agreement, but they did not do so’’). In the absence of

any express limitation in its text, the contingency clause

is broad enough to include both a conveyance of equitable ownership on the signing of a contract and the

passing of legal title at a closing. The defendant’s conveyance of equitable ownership through his execution

of the Vaughn contract consequently falls squarely

within the reach of the contingency clause.

The Vaughn contract conveyed equitable ownership
to Vaughn under the doctrine of equitable conversion.

Although labeled ‘‘somewhat esoteric’’ by the trial

court, equitable conversion is a ‘‘settled principle’’

under which ‘‘a contract forthe sale of land vests equitable title in the [buyer].’’ (Internal quotation marks omitted.) FCM Group, Inc. v. Miller, 300 Conn. 774, 799, 17

A.3d 40 (2011); Lanna v. Greene, 175 Conn. 453, 461,

399 A.2d 837 (1978); see also Bayer v. Showmotion,

Inc., 292 Conn. 381, 415, 973 A.2d 1229 (2009); Francis

T. Zappone Co. v. Mark, supra, 197 Conn. 267; see generally Connecticut College for Women v. Groton, 123

Conn. 196, 201, 193 A. 873 (1937). ‘‘Under the doctrine

of equitable conversion . . . the purchaser of land

under an executory contract is regarded as the owner,

subject to the vendor’s lien for the unpaid purchase

price, and the vendor holds the legal title in trust for

the purchaser. . . . The vendor’s interest thereafter in

equity is in the unpaid purchase price, and is treated

as personalty . . . while the purchaser’s interest is in

the land and is treated as realty.’’ (Citations omitted;

internal quotation marks omitted.) Francis T. Zappone

Co. v. Mark, supra, 267. The doctrine is a legal fiction,

rooted in the principle that equity views a transaction

as being completed at the time the parties enter into

the transaction, irrespective of whether a formal

exchange of legal title has taken place. Id.; see also

Emery v. Cooley, 83 Conn. 235, 238–39, 76 A. 529 (1910);

1 D. Dobbs, Law of Remedies: Damages–Equity–

Restitution (2d Ed. 1993) § 4.3 (8), pp. 620–21. In the

context of real estate transactions, equitable ownership

in property transfers to the buyer when the parties sign

a contract for sale, even though the formal exchange

of legaltitle may not occur until a later date. See Francis

T. Zappone Co. v. Mark, supra, 267. The seller of the

land becomes a trustee, holding land in trust for the

buyer; the buyer holds the purchase money in trust for

the seller. See id.

As its name suggests, equitable ownership is a type

of ownership interest. Although the conveyance of equitable ownership does not grant an immediate right to

possession, it grants the purchaser other significant

rights in the property. See id., 267–68; 27A Am. Jur. 2d

520–21, Equitable Conversion § 13 (2008). For instance,

the purchaser obtains the right to specific performance

to force a seller to convey legal title according to the

contract for sale and to prevent the seller from conveying it to a third party. See Francis T. Zappone Co.

v. Mark, supra, 267–68 (equitable conversion gives purchaser equitable title to property); see also 1 D. Dobbs,

supra, § 4.3 (8), p. 620. The purchaser also may mortgage his interest in the property, even in advance of a

formal closing. 27A Am. Jur. 2d, supra, § 13, p. 520. And

if the buyer dies before closing, the buyer’s interest in

the land, treated as a realty interest, becomes part of

the buyer’s estate. 1 D. Dobbs, supra, pp. 623–24.

Accordingly, by executing the Vaughn contract, the
defendant conveyed an ownership interest in the premises to Vaughn.

Furthermore, the defendant’s conveyance of equitable ownership meets the contingency clause’s requirement that an ownership interest be ‘‘transferred.’’

Transfer is defined as ‘‘to convey from one person,

place, or situation to another’’ or ‘‘to cause to pass from

one to another . . . .’’ Merriam-Webster’s Collegiate

Dictionary (11th Ed. 1993). In Francis T. Zappone Co.

v. Mark, supra, 197 Conn. 268, this court concluded that

a contract for the sale of land amounted to a transfer of

equitable ownership and triggered a party’s duty to pay

a brokerage commission on the sale. In reaching this

conclusion, this court rejected the argument that no

transfer took place even though the parties to the sale

had yet to pass ‘‘ ‘paper’ title . . . .’’ Id. This reasoning

applies equally to the present case. The defendant’s

execution of the Vaughn contract transferred equitable

ownership to Vaughn. No closing was necessary to

accomplish this transfer.6 Having conveyed equitable

ownership to Vaughn, the defendant transferred an

ownership interest to a ‘‘ ‘[n]on-Wolczek [p]erson’ ’’ and

did so within the one year period in the contingency

clause, unambiguously triggering the defendant’s obligation to pay an addition to the purchase price.

The defendant’s alternative interpretation unreasonably restricts the language of the contingency clause.

The text does not limit the meaning of the phrase ‘‘any

ownership interest’’ to only transfers of legal ownership

interests, whether whole or fractional, to the exclusion

of all other types of ownership interests. If the parties

intended to limit the scope of the language they chose

for their agreement, they needed to state that limitation

expressly. See, e.g., Tallmadge Bros., Inc. v. Iroquois

Gas Transmission System, L.P., supra, 252 Conn. 496;

Herbert S. Newman & Partners, P.C. v. CFC Construction Ltd. Partnership, 236 Conn. 750, 759, 674 A.2d

1313 (1996); Hatcho Corp. v. Della Pietra, 195 Conn.

18, 22, 485 A.2d 1285 (1985). Furthermore, the use of

an example to explain how a provision applies in a

particular instance does not, itself, restrict the meaning

of that provision, especially one intentionally made

broad by the use of the word ‘‘any.’’ See, e.g., United

States v. National City Lines, Inc., 337 U.S. 78, 81, 69

S. Ct. 955, 93 L. Ed. 1226 (1949)(‘‘Obviously, an example

is not a complete catalogue. The use of an example

implies no purpose to restrict the meaning of the statutory phrase ‘any civil action’ precisely to the illustration

selected.’’).7 We will not insert limitations into a contract when the parties did not do so themselves. Tallmadge Bros., Inc. v. Iroquois Gas Transmission

System, L.P., supra, 501–502. This is especially so when,

as here, the agreement is between sophisticated commercial parties represented by counsel. Id., 496–97, 506.

In these circumstances, we presume the parties used

definitive language to describe their agreement. Id.,
497.8

As further evidence that the parties intended to refer

only to the passing of legal title at closing, the defendant

cites to the portion of the contingency clause requiring

the addition to the purchase price to be paid to the

plaintiff at the same time as the transfer to a third party.

The defendant posits that this provision ensures that

he would have cash from the proceeds of the sale of

his interest to pay the plaintiff any additional amount

owed. The defendant claims it would be unreasonable

to require him to pay the plaintiff when he has not yet

received payment from the third party or if the sale to

the third party falls apart before closing. According to

the defendant, ‘‘[t]o require [him] to pay the plaintiff

his proportionate share of a nonexistent profit seems

highly unlikely.’’ We disagree.

The defendant’s receipt of funds from a third party

is irrelevant to his obligations under the contingency

clause. Nothing in the contingency clause makes the

defendant’s obligation to pay the plaintiff contingent

on his receipt of payment from a third party at closing.

Rather, the defendant must pay the plaintiff at the time

he transfers any ownership interest to a third party,

irrespective of whether he has been paid for that transfer. And the contingency clause allows for the possibility that the defendant might not have received sufficient

cash from his transfer to a third party to cover the

addition to the purchase price owed to the plaintiff.

The contingency clause requires that the addition to

the purchase price be calculated based on the ‘‘whole

property value’’ of a transfer, as if the defendant had

transferred his entire interest, even if the defendant

transfers only a small fraction of his interest in the

premises. This means that the defendant could receive

only a small amount of money for his transfer, but still

owe the plaintiff a much larger sum. The plaintiff’s brief

provides an example. The defendant could trigger the

contingency clause by transferring only 1 percent of

his interest. The contingency clause would, however,

require the parties to determine the amount owed to the

plaintiff by assuming that the defendant had transferred

100 percent of his interest. In that scenario, the amount

the defendant receives for the 1 percent transfer would

be only a small portion of what he owes to the plaintiff

based on the ‘‘whole property value,’’ requiring the

defendant to use his own funds to pay the plaintiff

the entire amount due under the contingency clause.

Despite this possibility, the contingency clause does

not make the defendant’s additional payment obligation

contingent on how much he receives for his transfer

to a third party or when he receives that payment,

contradicting the defendant’s interpretation.

In addition, the defendant’s interpretation that the

contingency clause is a profit sharing provision is premised on a misunderstanding of its apparent purpose.
The payment due under the contingency clause is not,

as the defendant suggests, a share of any profit from the

defendant’s transfer, but an adjustment of the original

buyout price based on the defendant’s acknowledgment

of a market price greater than $3.5 million within one

year of the buyout. The text of the contingency clause

and its relationship to the other provisions in the contract make that clear. For instance, the parties placed

the contingency clause in the section of the contract

entitled ‘‘Purchase Price,’’ and labeled it ‘‘Contingent

Addition to Purchase Price.’’ Also, the text of the contingency clause expressly refers to the payment due under

that clause as ‘‘an additional purchase price . . . .’’

By contrast, the contingency clause lacks features that

even the defendant acknowledges would ordinarily be

included if it were a profit sharing provision. If the

parties intended it to serve as a profit sharing provision,

one would expect that provision to allow the plaintiff

to share only in a portion of the profit only from the

quantity of the defendant’s interest that he actually sold.

As explained previously, the contingency clause, however, requires the defendant to pay the plaintiff an addition to the purchase price based on the ‘‘whole property

value,’’ irrespective of whether the defendant actually

sells his entire interest or only a small fraction. The

contingency clause does not allow the defendant, when

calculating the amount owed to the plaintiff, to make

any adjustment or deduction for his costs associated

with the sale of his ownership interest. Because the

contingency clause is an adjustment to the purchase

price, the additional amount due under that clause is

part of the consideration owed to the plaintiff for the

defendant’s original purchase of the plaintiff’s share

of Anwalt. It is not a share of profits on a later sale.

Accordingly, the prerequisites of the clause are satisfied

once the defendant acknowledges a greater market

value by transferring an interest to a third person for

an amount greaterthan that specified in the contingency

clause. The additional payment then becomes due to

the plaintiff at the time of the transfer. Whether and

when the defendantreceives payment from a third party

for any transfer is irrelevant to the purpose of the

clause.9

Going beyond the contract language, the defendant

cites testimony by each party that reveals they did not

have a transfer of equitable ownership in their minds

when they chose the language for the buyout

agreement. This evidence is irrelevant and inadmissible

to vary the meaning of unambiguous contract language.

We do not look to the parties’ subjective intentions

when interpreting a contract. C & H Electric, Inc. v.

Bethel, 312 Conn. 843, 860, 96 A.3d 477 (2014). Nor may

we look to evidence outside of the contract to vary the

meaning of unambiguous language. Yellow Book Sales &

Distribution Co. v. Valle, supra, 311 Conn. 119. Instead,

we must discern the parties’ intent, in the first instance,
from the language they used and not the language we

think they might have chosen if confronted with this

particular issue. See Tallmadge Bros., Inc. v. Iroquois

Gas Transmission System, L.P., supra, 252 Conn. 500,

506; see also Williams v. Lilley, 67 Conn. 50, 59, 34 A.

765 (1895) (‘‘[w]e assume no right to add a new term

to a contract, though it were clear that had the attention

of the parties been called to it in all probability it would

have been inserted’’).

The parties chose broad language that unambiguously includes a conveyance of equitable ownership.

We presume that they were aware of existing legal

doctrine and the legal consequences of the language

they chose for their contract. See, e.g., Hatcho Corp.

v. Della Pietra, supra, 195 Conn. 21; LMK Enterprises,

Inc. v. Sun Oil Co., 86 Conn. App. 302, 307, 860 A.2d

1229 (2004). The defendant’s attempts to restrict the

meaning of that language simply are not supported by

the text. We will not trammel the sweeping language

chosen by the parties to arrive at a more limited meaning. See generally Yellow Book Sales & Distribution

Co. v. Valle, supra, 311Conn. 119; Cruz v. Visual Perceptions, LLC, supra, 311 Conn. 102–103; Tallmadge Bros.,

Inc. v. Iroquois Gas Transmission System, L.P., supra,

252 Conn. 506.

Accordingly, the Appellate Court properly determined that the unambiguous contract language entitled

the plaintiff to summary judgment on his breach of

contract claim.

II

The defendant also claims that the trial court improperly awarded the plaintiff postjudgment interest even

though the trial court had already decided that prejudgment interest was unwarranted. In support of this claim,

the defendant asserts that because ‘‘there was no substantive difference’’ between the ‘‘factors and evidence’’

considered by the court with respect to its prejudgment

and postjudgment interest decisions, the court could

not properly award one type of interest after refusing

to award the other. We disagree.

The defendant’s argument is flatly contradicted by

the trial court’s decision. The trial court declined to

award prejudgment interest after concluding that the

defendant pursued his defense of the plaintiff’s claims

in good faith. The court expressly determined, however,

that the balance of equities changed once the trial court

resolved the parties’ dispute in the plaintiff’s favor.

Accordingly, the reason for the different decisions

regarding prejudgment and postjudgment interest was

the intervening conclusion by the trial court that the

plaintiff was entitled to payment. Although the defendant expressed that he would continue to press his

good faith defense on appeal, the trial court was well

within its right to conclude that the balance of equities
had changed in the plaintiff’s favor. Whether to award

prejudgment and postjudgment interest for the detention of money under General Statutes § 37-3a is a decision left to the discretion of the trial court, and requires

the trial court to consider whether an award of interest

is fair and equitable under the circumstances. See, e.g.,

Chapman Lumber, Inc. v. Tager, 288 Conn. 69, 99–100,

952 A.2d 1 (2008). The trial court’s discretion in awarding interest is quite broad, and the court may consider

‘‘whateverfactors may be relevant to its determination.’’

DiLieto v. County Obstetrics & Gynecology Group,

P.C., 310 Conn. 38, 54, 74 A.3d 1212 (2013). The assertion

of a good faith defense is one factor that the court may

consider, but it does not bar an award of interest. See,

e.g., Sosin v. Sosin, 300 Conn. 205, 229–35, 14 A.3d

307 (2011). The defendant’s continued assertion of his

defense on appeal, therefore, does not prevent the trial

court from exercising its discretion to award interest,

especially in light of its decision that the plaintiff is

entitled to payment on the debt owed. DiLieto v.County

Obstetrics & Gynecology Group, P.C., supra, 60 n.18

(‘‘the purpose of postjudgment interest is not to punish

defendants but, rather, to compensate plaintiffs for the

loss of the use of their money, after the fact finder has

determined that the money is due and owing, during

the pendency of any appeals’’). The trial court thus

acted well within its discretion when it awarded the

plaintiff postjudgment interest.10

The judgment of the Appellate Court is affirmed.

In this opinion ZARELLA, EVELEIGH and McDONALD, Js., concurred.

1 After the closing of the buyout agreement, the defendant caused Anwalt

to transfer ownership of the premises to a family owned limited liability

company. This transfer did not trigger the contingency clause and does not

otherwise impact this appeal.

2 The defendant and Vaughn each used limited liability companies to

transfer and hold their respective ownership interests in the premises, but

the parties agree that their use and the identity of those entities are irrelevant

to the issues in this appeal. For simplicity, we refer to the defendant and

Vaughn,ratherthan the respective entity each of them used, when discussing

their roles in the transactions at issue.

3 The defendant also challenged the trial court’s calculation of damages,

but the Appellate Court upheld the trial court’s decision; Salce v. Wolczek,

supra, 141 Conn. App. 530; and the defendant has not appealed to this court

on that basis.

4 The second certified question originally stated, in part: ‘‘If the answer

to the first question is in the negative . . . .’’ (Emphasis added.) Salce v.

Wolczek, 308 Conn. 944, 66 A.3d 885 (2013). The question should have used

‘‘affirmative’’ in place of ‘‘negative,’’ and we have edited the certified question

accordingly. See State v. Ouellette, 295 Conn. 173, 184, 989 A.2d 1048 (2010).

5 We agree with the dissenting justices that the meaning of the term ‘‘any’’

can vary depending on its context. See Ames v. Commissioner of Motor

Vehicles, 267 Conn. 524, 531, 839 A.2d 1250 (2004) (‘‘any’’ can mean, among

other things, ‘‘all, every, some or one’’ [internal quotation marks omitted]).

In the present case, however, the parties used ‘‘any’’ as an indeterminate

adjective that modifies the phrase ‘‘ownership interests.’’ In this context,

the word ‘‘any’’ tells the reader which ownership interest transfers will

trigger the contingency clause. The answer is that the transfer of ‘‘any

ownership interest’’ will trigger it, without any limitation provided for the

type or quantity of ownership interest transferred. See Webster’s Third New

International Dictionary (2002) (defining ‘‘any’’ as ‘‘one or some indiscriminately of whatever kind’’).
6 We note that preconditions in a sales contract can delay the transfer of

equitable interest until those conditions are met. See 14 Powell on Real

Property (M. Woolf ed., 2007) § 81.03 [1], p. 81-86. In the present case,

however, the defendant has not claimed that there were preconditions in

the Vaughn contract that prevented the transfer of equitable ownership

during the one year period in the contingency clause.

7 At oral argument before this court, the defendant, for the first time, also

suggested that the word ‘‘sale’’ that appears in the contract’s definition of

‘‘whole value’’ supports his interpretation. The defendant argued that one

might interpret the term ‘‘sale’’ to refer to the exchange of money and legal

title at a formal closing. But the common meaning of that term, according

to its dictionary definition, contradicts the defendant’s interpretation. Webster’s Third New International Dictionary (2002) most relevantly defines

‘‘sale’’ as ‘‘a contract transferring the absolute or general ownership of

property from one person or corporate body to another for a price . . . .’’

(Emphasis added.) As such, and contrary to the defendant’s claim, the use

of the word ‘‘sale’’ in the contingency clause does not demonstrate an intent

to limit the meaning of the broad phrase ‘‘any ownership interest . . . is

transferred’’ to only the transfer of legal title at closing.

8 The dissenting justices agree with the defendant that the phrase ‘‘any

ownership interest’’ is ambiguous because the parties might have intended

it to mean a transfer of any fraction of legal ownership interest.

We disagree that this interpretation is tenable in light of the parties’ failure

to include this limitation in their contract. The dissent observes that ‘‘the

contingency clause is replete with language expressly addressing fractional

interests.’’ (Emphasis in original.) This fact demonstrates that the parties

were well aware of the notion of fractional interest transfers when drafting

their contract, but nevertheless chose not to limit the scope of the phrase

‘‘any ownership interest’’ to only a transfer of any fraction of legal ownership

interest. We presume that the omission of limiting language (and the parties’

use of the broader phrase ‘‘any ownership interest’’) was intentional. See

Tallmadge Bros.,Inc. v.Iroquois Gas Transmission System, L.P., supra, 252

Conn. 497; Bank of Boston Connecticut v. Schlesinger, supra, 220 Conn. 159.

9 The dissenting justices express concern that requiring payment from the

defendant under the contingency clause even if his sale to a third party

never comes to fruition would lead to an ‘‘onerous and unusual result’’ that

would be inequitable to the defendant. The dissent is concerned that ‘‘an

event subsequent to the execution of the sales agreement could reveal that

the fair market value is substantially less than the stated purchase price

(i.e., environmental contamination revealed upon inspection), causing the

purchaser to renounce the sales agreement’’ but that ‘‘the defendant still

would be liable under the contingency clause to pay a percentage of the

purchase price.’’

We do not share these concerns. The contingency clause leaves the defendant free to choose whether and under what conditions he will transfer an

ownership interest in the premises to a third party. Nothing in the contingency clause requires the defendant to make such a transfer nor does it

dictate the terms of a transfer. Thus, if the defendant, mindful of his contingency clause obligations, were concerned about a potential latent condition

interfering with a transfer, he could protect himself by evaluating the premises before entering into a sales contract. The defendant could also negotiate

for protections from the buyer in the event a latent condition is discovered.

The defendant could avoid any such risk altogether by simply choosing not

to transfer any ownership interest in the premises within the one year period

of the contingency clause. Either way, the contingency clause does not

prevent the defendant, a sophisticated business person represented by counsel, from protecting himself from an inequitable result.

In any event, this issue is largely academic in light of the facts of this

case. The defendant’s contract with Vaughn closed as anticipated. The defendant has not claimed that he did not receive full consideration under the

Vaughn contract.

We note, however, that inequities to the plaintiff would arise under the

defendant’s alternative interpretation. Interpreting the contingency clause

to apply only to the transfer of legal title at closing would allow the defendant

to enter into a contract to sell the premises for a value sufficient to trigger

the contingency clause, but to avoid having to pay the plaintiff anything

simply by choosing a closing date after the expiration of the one year period

in the contingency clause.

10 The defendant also claims that the trial court’s award of postjudgment

interest at a rate of 8 percent is ‘‘punitive and excessive . . . .’’ This claim,
however, was inadequately briefed and we decline to consider it. The defendant’s briefing on this argument is limited to a paragraph that points to

lower prevailing federal interest rates over the relevant time period and

notes that the Appellate Court recently upheld an interest award of 2 percent

in Sikorsky Financial Credit Union, Inc. v. Butts, 144 Conn. App. 755,

762–63, 75 A.3d 700, cert. granted, 310 Conn. 931, 78 A.3d 857 (2013). The

defendant’s brief does not, however, provide any authority or substantive

analysis to support a claim that the trial court was bound to apply federal

interestrates when awarding interest. Consequently, we have not considered

this claim. See Connecticut Coalition Against Millstone v. Connecticut

Siting Council, 286 Conn. 57, 87, 942 A.2d 345 (2008).