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  MARIANNE MIANG PEREZ v. ANTONIETTA
              CARLEVARO
               (AC 36823)
             Sheldon, Mullins and Schaller, Js.
      Argued March 10—officially released July 28, 2015

 (Appeal from Superior Court, judicial district of
       Stamford-Norwalk, Povodator, J.)
Patrick J. McHugh, for the appellant (defendant).
Scott M. Harrington, for the appellee (plaintiff).
                          Opinion

  SHELDON, J. In this breach of contract action, the
defendant, Antonietta Carlevaro, appeals from the judg-
ment, rendered after default,1 in favor of the plaintiff,
Marianne Miang Perez, under which the plaintiff was
awarded damages in the amount of $14,170.58, plus
prejudgment interest on that amount at the rate of 6
percent per annum, and attorney’s fees in the amount
of $62,162. On appeal, the defendant challenges the
court’s award of attorney’s fees2 on the ground that
the contractual provision under which the trial court
awarded such fees did not provide for such an award.3
We agree with the defendant, and thus reverse, in part,
the judgment of the trial court.
   In or around December of 2009, the plaintiff and the
defendant formed a business, Antomari, LLC, for the
purpose of selling handmade Italian jewelry and related
products. Each party contributed 50 percent of the capi-
tal to fund the business, and each thus owned a 50
percent interest in the business. A dispute arose
between the parties in or around October, 2010. As a
result of the dispute, the parties agreed that the plaintiff
would withdraw from the business in exchange for a
payment representing 50 percent of the value of the
business’ assets. On December 10, 2010, the defendant
sent the plaintiff an e-mail, attached to which was a
document entitled, ‘‘Agreement Withdrawal and Termi-
nation of Member’s Interest in Antomari LLC’’ (with-
drawal agreement). The withdrawal agreement
provided, inter alia, that the defendant would pay the
plaintiff $14,170.58 for her share of the business. In the
December 10, 2010, e-mail to the plaintiff, the defendant
stated, ‘‘Please see attached a copy of the agreement
duly signed. The original with the check has been sent
separately by mail.’’ The plaintiff’s withdrawal from the
business was never effectuated.
   The plaintiff filed this action, alleging breach of the
withdrawal agreement, unjust enrichment and conver-
sion. She also sought an accounting of the business and
indemnification, pursuant to the withdrawal agreement,
for damages and attorney’s fees she allegedly incurred
due to the defendant’s breach of the withdrawal
agreement. The defendant thereafter filed an answer,
in which she essentially denied the allegations of the
plaintiff’s complaint and asserted that the withdrawal
agreement relied upon by the plaintiff was not valid.
The defendant also filed a two count counterclaim, in
which she sought damages for loss of profits, loss of
income and loss of value of the business. The plaintiff
filed an answer, in which she essentially denied the
allegations of the defendant’s counterclaim and
asserted several special defenses.4 The defendant
denied each of the plaintiff’s special defenses to the
counterclaim. The pleadings were closed on June 12,
2012.
   On March 15, 2013, the plaintiff filed a motion for an
order requiring the defendant to comply with certain
discovery requests. On July 16, 2013, the court granted
that motion and ordered the defendant to comply with
the subject discovery requests no later than September
13, 2013. The court ordered that, if the defendant failed
to comply with its order, a default would be entered
against her upon the filing of a motion for default in
which the plaintiff attested to the defendant’s noncom-
pliance. On September 17, 2013, the plaintiff filed a
motion for default with respect to her complaint, and for
nonsuit with respect to the defendant’s counterclaim, in
which she attested to the defendant’s noncompliance
with the court’s July 16, 2013 order. The court granted
the defendant’s motion on September 27, 2013.
   The plaintiff thereafter claimed this case for a hearing
in damages. The case was first scheduled for a hearing
in damages on November 14, 2013, and then again on
December 19, 2013. After the defendant had moved to
open the default judgment, on December 5, 2013, the
defendant filed a motion for continuance of the hearing
in damages, which the court granted on December 17,
2013, further ordering that: ‘‘The hearing in damages
shall be continued until the week of January 6, 2014,
if the motion to open default is denied. If the motion
to open default is granted, the court trial shall proceed
the week of January 6, 2014.’’ The trial was thereafter
continued, again at the request of the defendant, to
March 12, 2014. The September 27, 2013 order entering
default and nonsuit against the defendant was never
opened. The defendant failed to appear for trial on
March 12, 2014, whereupon the court entered another
default against her as to the plaintiff’s complaint, and
entered a judgment of nonsuit against her on her coun-
terclaim. The court then proceeded with a hearing in
damages in the absence of the defendant. At the hearing,
the plaintiff finally submitted affirmative proof of her
claims.5
  On April 16, 2014, the court filed a memorandum of
decision, in which it ruled in favor of the plaintiff on her
claim that the defendant had breached the withdrawal
agreement. On that basis, the court awarded the plaintiff
$14,170.58 in compensatory damages, as well as pre-
judgment interest at a rate of 6 percent per annum on
that award. The court also found in favor of the plaintiff
on her claim for unjust enrichment, but declined to
award damages on that claim because to do so would
be duplicative of the damages awarded for breach of
the withdrawal agreement. The court found that the
plaintiff was entitled to an accounting with respect to
the parties’ business, but determined that ‘‘there would
be significant economic waste if the court were to order
any actual relief [on that claim].’’ The court rejected
the plaintiff’s claim for conversion as legally insuffi-
cient. The court also awarded the plaintiff attorney’s
fees in the amount of $62,162 pursuant to her claim for
indemnification. This appeal followed.
   The defendant’s principal claim on appeal is that the
trial court erred in awarding the plaintiff attorney’s
fees pursuant to the indemnification provision of the
withdrawal agreement.6 The defendant claims that that
provision does not apply to claims between the parties,
but is limited to claims arising from the defendant’s
conduct of the business, not a breach of the withdrawal
agreement. We agree.
   It is well established that the determination as to
whether language of a contract is plain and unambigu-
ous ‘‘is a question of law subject to plenary review.’’
Cruz v. Visual Perceptions, LLC, 311 Conn. 93, 101, 84
A.3d 828 (2014). If, however, the contractual language
is found to be ambiguous, ‘‘[s]uch ambiguity permits
the trial court’s consideration of extrinsic evidence as
to the conduct of the parties. . . . [T]he trial court’s
interpretation of a contract, being a determination of
the parties’ intent, is a question of fact that is subject
to reversal on appeal only if it is clearly erroneous.’’
(Citation omitted; internal quotation marks omitted.)
19 Perry Street, LLC v. Unionville Water Co., 294 Conn.
611, 623, 987 A.2d 1009 (2010). Accordingly, our review
is twofold. First, we must determine de novo whether
the contractual language is ambiguous. If we conclude
that it is, we must determine whether the trial court’s
factual findings are clearly erroneous.
  ‘‘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 lan-
guage 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 suscepti-
ble to more than one reasonable interpretation, the
contract is ambiguous.’’ (Citations omitted; internal
quotation marks omitted.) Cruz v. Visual Perceptions,
LLC, supra, 311 Conn. 102–103. With those principles
in mind, we turn to the contractual language at issue
in this appeal.
  In the fifth count of her complaint, the plaintiff sought
indemnification from the defendant. The trial court
awarded the plaintiff attorney’s fees, pursuant to the
indemnification provision of the withdrawal agreement.
The indemnification provision provided as follows:
‘‘[The defendant] agrees to indemnify and keep [the
plaintiff] harmless from any costs, liabilities, expenses
and damages arising from [the defendant’s] conduct of
the business.’’ The plain language of that provision,
particularly when read in the context of the entire docu-
ment, the sole purpose of which was to terminate the
business relationship between the parties, does not
afford either party the right to attorney’s fees at all,
much less for potentially actionable conduct by each
other in connection with the withdrawal agreement
itself.
   First, the provision does not make any mention what-
soever of attorney’s fees. Second, our Supreme Court
has held that ‘‘a claim for indemnity and a claim for
one’s first party losses are not one and the same. . . .
[A]n action for indemnification is one in which one
party seeks reimbursement from another party for
losses incurred in connection with the first party’s liabil-
ity to a third party.’’ Amoco Oil Co. v. Liberty Auto &
Electric Co., 262 Conn. 142, 148, 810 A.2d 259 (2002).
The plaintiff’s claim here is not such a claim. Third,
and finally, the indemnification language provides for
recovery of losses incurred by the plaintiff ‘‘arising from
[the defendant’s] conduct of the business.’’ (Emphasis
added.) That clear and unambiguous language does not
include the conduct by either party in the termination
of their business relationship.
   Indeed, the trial court acknowledged in its memoran-
dum of decision: ‘‘There is no provision, either in the
original agreement between the parties that created the
limited liability company at the heart of this matter
. . . nor anything in the withdrawal agreement . . .
specifically authorizing recovery of attorney’s fees in
the event of a breach of either agreement.’’ The trial
court, nevertheless, determined that, because the defen-
dant had been defaulted, the plaintiff’s claim for indem-
nification was deemed admitted, and, thus, it awarded
the plaintiff attorney’s fees as she had requested.
  In her claim for indemnification, the plaintiff recited
the indemnification language of the withdrawal
agreement and alleged: ‘‘As a result of the defendant’s
conduct of the business, including, but not limited to,
her failure to comply with the withdrawal agreement,
the plaintiff has suffered damages and was forced to
incur attorney’s fees and other related expenses to
recover for those damages.’’ The trial court deemed
that allegation admitted, based upon the default of the
defendant, and awarded the plaintiff attorney’s fees pur-
suant to the recited indemnification language.
  We do not quarrel with the trial court’s invocation
of our established law that, when a defendant has been
defaulted, the material facts that constitute a cause of
action are deemed admitted and the liability of the
defendant is thus conclusively determined. The flaw in
the trial court’s analysis is that it presumed the legal
sufficiency of the plaintiff’s claim for attorney’s fees
pursuant to the indemnification provision of the with-
drawal agreement.
   ‘‘A default admits the material facts that constitute
a cause of action . . . and entry of default, when appro-
priately made, conclusively determines the liability of
a defendant. . . . If the allegations of the plaintiff’s
complaint are sufficient on their face to make out a
valid claim for the relief requested, the plaintiff, on the
entry of a default against the defendant, need not offer
evidence to support those allegations. . . .
   ‘‘Although the failure of a party to deny the material
allegations of a pleading operates so as to impliedly
admit the allegations, a default does not automatically
trigger judgment for, or the relief requested by, the
pleader. The pleader is entitled to an entry of judgment
or a grant of relief as a function of the nonresponsive
party’s default and the attendant implied admission only
when the allegations in the well pleaded filing are
sufficient on their face to make out a claim for judg-
ment or relief. . . . [T]he question as to whether a
default requires judgment in favor of the pleader is to
be determined by reference to the sufficiency of the
pleading itself. . . . Put another way, in both equitable
and legal actions, the plaintiff must establish his right
to relief to the court’s satisfaction, even though some
issues may have been laid at rest by the default. . . .
[See] R. Bollier et al., Stephenson’s Connecticut Civil
Procedure (3d Ed. 1997) § 43, p. 135 ([t]he legal conclu-
sion pleaded [in a complaint] is disregarded if inconsis-
tent with or unsupported by the facts alleged).’’
(Citations omitted; emphasis in original; internal quota-
tion marks omitted.) Moran v. Morneau, 140 Conn. App.
219, 225–26, 57 A.3d 872 (2013). As a result, although
‘‘[a] default may settle many issues . . . it does not
operate to insulate a mistaken legal proposition from
judicial review.’’ Id., 225.
  Here, the defendant’s default did not obligate the
court to accept the plaintiff’s incorrect legal position
by awarding her attorney’s fees under the terms of a
contract that unambiguously did not provide for such
relief. The trial court’s award of attorney’s fees was
thus improper.
   The judgment is reversed in part and the case is
remanded to the trial court with direction to render
judgment in favor of the defendant on the plaintiff’s
claim for indemnification. The judgment is affirmed in
all other respects.
      In this opinion the other judges concurred.
  1
    The defendant does not argue on appeal that she was improperly
defaulted.
  2
    The defendant concedes that the plaintiff was entitled to compensatory
damages on her breach of contract claim, but argues that the trial court
erred in ‘‘immediately proceeding on a hearing in damages on the same day
[that] default and nonsuit were entered, taking evidence on liability and
making findings of credibility concerning the plaintiff’s testimony, which
was not subject to cross-examination, thereby depriving the defendant of
the ability to provide written notice of intent to contradict allegations of
the amount of damages as provided for by § 17-33 (c) of the Practice Book
. . . .’’ In so arguing, the defendant ignores the fact that, in addition to
being defaulted for failing to appear at trial, she had already been defaulted
prior to trial for failure to comply with discovery requests. The defendant’s
claim in this regard is, thus, unavailing.
   3
     The defendant also suggests that the court should have applied a lower
interest rate than 6 percent per annum ‘‘within the context of historically
depressed interest rates in the market.’’ The defendant has not adequately
briefed this argument, and, thus, we decline to review it. See Clelford v.
Bristol, 150 Conn. App. 229, 233, 90 A.3d 998 (2014).
   4
     The special defenses are not relevant to this appeal.
   5
     There is no claim that the defendant was unaware of or unable to attend
the March 12, 2014 trial.
   6
     The defendant also claims that the agreement was unenforceable because
it was simply a proposal that was never finalized and that the proposal had
expired. Because we conclude herein that the language of the agreement
did not provide for an award of attorney’s fees in this case, we need not
address the enforceability of the agreement or the related threshold question
of whether the defendant has the right to raise such a claim in light of her
failure to obtain an order setting aside the default.
