II v. Carlos Olmo (2011)

MEMORANDUM OF DECISION RE MOTION TO STRIKE (NO. 114)

Facts and Procedural History

This action arises from injuries sustained by the plaintiff, James Valliere, as a result of the alleged negligence of the defendants, his co-employee, Carlos Olmo, and his employer, Pack 2000, Inc., d/b/a Midas Auto Service Experts (“Pack 2000”).   Specifically, the plaintiff alleges that he was injured when a car he was working on lurched backwards and struck him.   The plaintiff filed a complaint against the defendants on August 30, 2010.

On November 5, 2010, the court, Martin, J., granted the defendants' motion to serve a third party complaint on Select PEO d/b/a Select Focus (“Select”).   The complaint against Select was filed on November 23, 2010, and seeks defense and indemnification from the plaintiffs' suit against the defendants.   The complaint is based on a written agreement between Pack 2000 and Select, whereby Select agreed to recruit and process employees for Pack 2000, and secure and maintain all applicable insurance coverages relating to co-employees, including workers' compensation insurance coverage.

On January 19, 2011, Select filed a motion to strike the third party complaint.   The defendants filed their objection to the motion to strike on February 16, 2011.   The parties appeared for oral argument at short calendar on March 14, 2011.

Discussion

“The purpose of a motion to strike is to contest ․ the legal sufficiency of the allegations of any complaint ․ to state a claim upon which relief can be granted.”  (Internal quotation marks omitted.)  Fort Trumbull Conservancy, LLC v. Alves, 262 Conn. 480, 498, 815 A.2d 1188 (2003).

Resolution of the this motion depends on the interpretation of the following clause, contained in the “Select Focus Standard Agreement” between Select and Pack 2000.  “[Select PEO] shall hold harmless, indemnify and defend [Pack 2000] and its employees, officers and directors, from losses or expenses incurred in connection with any workers' compensation claim or workers' compensation lawsuit brought by a [Select PEO] temporary Co-employee arising from a work related injury sustained while such temporary Co-employee was working on an assignment at [Pack 2000], except for such losses or expenses resulting from the gross negligence or willful misconduct of [Pack 2000], its employees or agents.  [Pack 2000] shall give [Select PEO] prompt notice of any such claim or lawsuit and shall cooperate with [Select PEO] and its counsel in the defense of such claim or lawsuit.”

Select contends that the phrase “workers' compensation lawsuit” is clear and unambiguous.   Select argues that it is only obligated to defend or indemnify the defendants in the limited circumstance of a workers' compensation lawsuit and because this is a “general negligence action,” its obligation is not triggered.   The defendants counter that the phrase “workers' compensation lawsuit” is followed by the phrase “brought by a [Select PEO] temporary Co-employee arising from a work related injury ․” Taken together, the defendants contend that the latter language gives meaning to the phrase.   The defendants assert that a “workers' compensation lawsuit” is a lawsuit for work-related injuries.

Further, the defendants posit that because the phrase “workers' compensation claim” is separate and distinct from the phrase “workers' compensation lawsuit,” each of the phrases were intended to be given separate and distinct meanings.   In addition, the defendants note that Select has a duty to “hold harmless, indemnify and defend [Pack 2000] and its employees ․” (Emphasis added.).   Because a workers' compensation claim can only be brought against one's employer and not against an employee, the defendants contend that the scope of the provision must extend beyond workers' compensation claims to lawsuits against employees for work-related injuries.   Finally, the defendants contend that any ambiguity in agreement should be construed against the drafter, Select.   The court agrees with the defendants' arguments.

“In ascertaining the contractual rights and obligations of the parties, we seek to effectuate their intent, which is derived from the language employed in the contract, taking into consideration the circumstances of the parties and the transaction ․ We accord the language employed in the contract a rational construction based on its common, natural and ordinary meaning and usage as applied to the subject matter of the contract ․ Where the language is unambiguous, we must give the contract effect according to its terms ․ Where the language is ambiguous, however, we must construe those ambiguities against the drafter ․ 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 ․ 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 ․ If the language of the contract is susceptible to more than one reasonable interpretation, the contract is ambiguous.”  (Citations omitted;  internal quotation marks omitted.)  Cantonbury Heights Condominium Ass'n., Inc. v. Local Land Development, LLC, 273 Conn. 724, 734–35, 873 A.2d 898 (2005).

“[I]n construing contracts, we give effect to all the language included therein, as the law of contract interpretation ․ militates against interpreting a contract in a way that renders a provision superfluous.”   (Internal quotation marks omitted.)  McCarthy v. Chromium Process Co., 127 Conn.App. 324, 330, 13 A.3d 715 (2011).  “Parties generally do not insert meaningless provisions in their agreements and therefore every provision must be given effect if reasonably possible.”  (Internal quotation marks omitted.)   O'Bryan v. O'Bryan, 67 Conn.App. 51, 57, 787 A.2d 15 (2001), aff'd, 262 Conn. 355, 813 A.2d 1001 (2003).   This presumption in favor of giving effect to every provision is even stronger in the case of contracts between two commercial entities, drafted with advice of counsel.   See Tallmadge Bros., Inc. v. Iroquois Gas Transmission System, L.P., 252 Conn. 479, 496–97, 746 A.2d 1277 (2000).

In light of these well established principles of contract interpretation, the court disagrees with Select's argument that the phrase “workers' compensation lawsuit” clearly and unambiguously excludes the defendants' claim for defense and indemnification in this action.   Rather, the court agrees with the defendants that the phrase “workers' compensation lawsuit brought by a [Select PEO] temporary Co-employee arising from a work related injury” may trigger Select's obligation in this case.   The court is further persuaded by the fact that the phrases “workers' compensation claim” and “workers' compensation lawsuit” are separate and distinct from one another.   Finally, the court concurs with the defendants that any ambiguity in the phrase “workers' compensation lawsuit” would be construed against Select.

Conclusion

For all the foregoing reasons, Select's motion to strike is hereby denied.

Cosgrove, J.

Cosgrove, Emmet L., J.