Dinardo Seaside Tower Ltd. v. Sikorsky Aircraft Corp.
In a contract dispute between sophisticated commercial parties to a lease, a court may not be required to instruct a jury to decide any ambiguity in favor of the party that did not draft the contract. The plaintiff landlord, Dinardo Seaside, leased property in Bridgeport to the defendant tenant, Sikorsky. Dinardo sued, alleging breach of contract and violation of CUTPA, the Connecticut Unfair Trade Practices Act. After the court issued a directed verdict on the CUTPA count, the jury returned a defense verdict on breach of contract. The plaintiff moved to set aside. The plaintiff objected to the court's instruction that "[r]egarding the breach of contract claim, the parties have a dispute as to the meaning of the language of the contract in sections X, XIV, XXVII, and paragraph 6 of Amendment #3." The plaintiff maintained the court was required to instruct that because the defendant drafted the contract, any ambiguity should be construed in favor of the plaintiff. "The fact that a dispute existed over the terms of the contract," wrote the court, "does not automatically elevate the terms of the contract to the level of ambiguity." Even if the contract had been ambiguous, the parties were sophisticated, commercial parties. Terms of the lease were tailored specifically to the defendant's use of the property. An instruction on ambiguity was not merited, because it was not a contract of adhesion. Even if the court should have issued an instruction about ambiguity, any error was harmless. The court also rejected the plaintiff's argument that the court should have issued an instruction on the definitions of "fixtures" and "trade fixtures." The court was unwilling to presume the jurors were confused. The court rejected as conclusory the plaintiff's claim that the court's announcement it would issue a directed verdict on the CUTPA count influenced the jury's decision on breach of contract. The plaintiff also maintained that the jury did not deliberate long enough, because the jury only deliberated 90 minutes after hearing 23 days of evidence. Evidence in the record supported the defense verdict. The court denied the plaintiff's motion to set aside.