             EH INVESTMENT COMPANY, LLC
                  v. CHAPPO LLC ET AL.
                        (AC 38693)
                      Prescott, Beach and Bishop, Js.

                                  Syllabus

The plaintiff real estate development company sought return of a deposit
   it had paid to the defendant company and its principal, claiming that
   the defendant company had breached an agreement to find a lender
   willing to make a commercial loan to the plaintiff for purposes of
   redeeming a foreclosed commercial office property that it owned. The
   plaintiff had been leasing the foreclosed property to H Co. and informed
   the defendants that H Co. was considering whether to renew or extend
   its lease. The plaintiff sent the defendants a memorandum containing
   the specifics of the proposed lease with H Co., which was subject to
   the approval of H Co.’s senior management. The defendants prepared
   an engagement letter detailing that they would procure a lender that
   would provide financing for the plaintiff in accordance with the loan
   terms that were detailed in the engagement letter. The plaintiff agreed
   to pay the defendants a placement fee of 1 percent of the principal loan
   amount from the proceeds of the closing and, upon execution of the
   engagement letter, the plaintiff would wire the defendants one half of
   the placement fee as an engagement deposit. With respect to that deposit,
   the letter stated that, in the event the defendants were unable to provide
   a lender commitment, the deposit would be returned to the plaintiff,
   but the defendants would retain the deposit if the plaintiff failed to
   complete financing after they had provided a lender commitment. Fur-
   thermore, the letter concluded with a merger clause that provided that
   the terms of the letter superseded all of the parties’ prior understandings.
   The plaintiff wired the deposit to the defendants and returned the exe-
   cuted engagement letter. The defendants found a lender that would
   supply a loan according to the terms in the engagement letter and sent
   the plaintiff a loan application that would become the lender commit-
   ment letter after being returned and signed by the lender. The plaintiff,
   however, failed to sign and return the loan application because it had
   not secured a lease extension with H Co. After the defendants refused
   to return the deposit, the plaintiff commenced its action for, inter alia,
   breach of contract premised on the defendants’ alleged wrongful reten-
   tion of the deposit. The trial court rendered judgment in part for the
   plaintiff, concluding that the lease renewal with H Co. was a condition
   precedent to the parties’ contract, and that because the condition prece-
   dent was not met, the plaintiff had no duty to perform and, therefore,
   the defendants breached the parties’ contract by failing to return the
   deposit. The court also found that the defendants had exercised owner-
   ship over the plaintiff’s property to the plaintiff’s detriment and, there-
   fore, the retention of the deposit also constituted a conversion. On
   appeal, the defendants claimed, inter alia, that the trial court improperly
   found that they had breached the contract because the lease renewal
   with H Co. was not a condition precedent, the absence of which man-
   dated a return of the deposit, and the only obligation they undertook
   pursuant to the contract’s plain and unambiguous terms was to find a
   lender that was willing to fund a loan according to the terms of the
   engagement letter. Held that the trial court improperly construed the
   parties’ contract as including the H Co. lease extension as a condition
   precedent to the parties’ obligations that required the defendants to
   return the deposit: there was no indication that the trial court gave
   proper deference to the language of the parties’ fully integrated contract,
   which clearly and unambiguously provided that the defendants were
   entitled to keep the deposit if they obtained a loan commitment in
   accordance with the plaintiff’s proposed terms and the loan failed to
   close; moreover, it was undisputed that, at the time the parties entered
   into their agreement, the plaintiff had not yet secured a lease extension
   with H Co. and, therefore, this was not a situation where the parties
   failed to fully contemplate the occurrence or nonoccurrence of the lease
   extension, and, if the plaintiff had viewed its lease with H Co. as an
   indispensable part of its agreement with the defendants, the plaintiff
   could have insisted that obtaining the lease extension be made a clear
   and express condition on its duty to compensate the defendants, or that
   the defendants would return the deposit in the event that the lease
   extension never materialized; furthermore, because the plaintiff was the
   party that had assumed the risk of engaging a loan broker before it had
   obtained the necessary lease commitment from H Co. to secure the
   loan, it was improper for the trial court to shift that risk from the plaintiff
   to the defendants by rewriting the parties’ contract.
             Argued March 7—officially released July 4, 2017

   (Appeal from Superior Court, judicial district of
Fairfield, Hon. Michael Hartmere, judge trial referee.)
                             Procedural History

   Action to recover damages for, inter alia, breach of
contract, and for other relief, brought to the Superior
Court in the judicial district of Fairfield, where the
defendants filed a counterclaim; thereafter, the matter
was tried to the court, Hon. Michael Hartmere, judge
trial referee; judgment in part for the plaintiff on the
complaint and judgment for the plaintiff on the counter-
claim; subsequently, the court denied the defendants’
motion to reargue, and the defendants appealed to this
court; thereafter, this court denied the plaintiff’s motion
to dismiss the appeal. Reversed in part; judgment
directed.
  Scott D. Brenner, for the appellants (defendants).
  Robert R. Lewis, for the appellee (plaintiff).
                          Opinion

   PRESCOTT, J. The defendants, Chappo LLC and its
principal, Richard J. Chappo, appeal from the judgment
of the trial court rendered in favor of the plaintiff, EH
Investment Company, LLC, on those counts of the com-
plaint alleging breach of contract by Chappo LLC and
conversion by both defendants.1 The court determined
that the defendants, whom the plaintiff had engaged to
find a lender willing to make a commercial loan that
the plaintiff needed in order to redeem a foreclosed
office building it had owned, improperly refused to
return the plaintiff’s deposit after the plaintiff informed
them that it would be unable to proceed with a loan
because it had not obtained a lease extension from
the building’s primary tenant, the proceeds from which
were intended to service the debt on the loan. The trial
court determined that the existence of an executed
lease with the tenant was a condition precedent to the
parties’ loan procurement contract, the nonoccurrence
of which excused the plaintiff’s performance and
required Chappo LLC to return the plaintiff’s deposit.
The court awarded the plaintiff total damages of
$47,500, the amount of the deposit.
   The defendants claim on appeal that the trial court
improperly determined that the existence of a lease
extension was a condition precedent to the parties’
contract. According to the defendants, the terms of
the parties’ contract were memorialized in a written
engagement letter drafted by Chappo, and Chappo LLC
successfully performed its only duty under the parties’
contract by successfully finding a lender willing to make
a loan on the terms sought by the plaintiff as set forth
in the engagement letter. Further, they contend that
because the engagement letter unambiguously set forth
express terms governing the disposition of the engage-
ment deposit, which did not include any provision
requiring Chappo LLC to return the deposit if the plain-
tiff was unable to obtain a lease after Chappo LLC
procured a commitment from a lender, they were enti-
tled to keep the plaintiff’s deposit. For the reasons that
follow, we agree with the defendants. Accordingly, we
reverse in part the judgment of the trial court and
remand the case to that court with direction to render
judgment in favor of the defendants on the breach of
contract and conversion counts. The remainder of the
judgment is affirmed.
   The relevant facts underlying this appeal are set forth
by the court in its memorandum of decision and, gener-
ally, are not disputed.2 The plaintiff is a real estate
development company. Its principal, Fred Gordon, is a
real estate investor and developer who holds a master’s
degree in business administration, in addition to being
a practicing attorney. Gordon conducts his business
from Bloomfield Hills, Michigan. Chappo also has an
master’s degree in business administration and has
worked for more than thirty years in financing and
real estate. His business, Chappo LLC, is located in
Connecticut and specializes in arranging financing for
corporate properties. Prior to entering into the business
transaction now at issue, Gordon and Chappo were
familiar with each other from Chappo’s earlier experi-
ences in investment banking, and the two men had
communicated on several occasions over a twelve year
period about financing opportunities for various prop-
erties.
  In November, 2012, Gordon spoke with Chappo by
phone regarding a 94,000 square foot commercial office
building located on a twelve acre property in Auburn
Hills, Michigan. The plaintiff previously owned that
property, but recently had lost title to a bank in foreclo-
sure proceedings after having defaulted on a loan obli-
gation. The plaintiff had leased the building to
Huntsman Corporation (Huntsman), which remained
the building’s primary tenant. Two years remained on
the original lease. Gordon informed Chappo that Hunts-
man was considering whether to renew or extend the
lease. Gordon wished to obtain financing in order to
redeem the property from the bank,3 but indicated to
Chappo that, due to the distressed state of Michigan’s
economy, many lenders would not consider financing
property there, especially foreclosed property.
   Over the next few weeks, Gordon and Chappo contin-
ued to discuss by phone or by e-mail details of a poten-
tial financing deal for the property, which included
details of the plaintiff’s efforts to negotiate a lease
extension with Huntsman as well as general information
about the property market in Auburn Hills. In an e-mail
dated November 15, 2012, Gordon sent Chappo a memo-
randum that contained specifics of the proposed Hunts-
man lease. The proposed lease was to run for a period
of fifteen years and have an annual lease rental value
of $1,220,000. Around the same time, Gordon also sent
a memorandum to the executives at Huntsman who
were handling lease negotiations with the plaintiff, in
which he indicated that the plaintiff hoped to obtain a
commitment to a lease extension, subject to Huntsman
senior management approval, by early January, 2013,
in order to permit the plaintiff to obtain a refinancing
commitment from a lender. Gordon informed Chappo
that any lease with Huntsman would need the approval
of Huntsman senior management. As succinctly
explained by the trial court, ‘‘Gordon’s plan was to
finance the [redemption] price of the property after [the
plaintiff] had defaulted on the existing loan at enough
savings that, if he could get [Huntsman] to agree to
extend the lease under terms similar to those then in
existence, the plaintiff would gain a windfall profit of
approximately $5 million.’’
  The defendants subsequently began working on
obtaining the financing sought by the plaintiff. To that
end, Chappo prepared an engagement letter dated
November 20, 2012, that ‘‘included all the terms of the
loan and indicated that [Chappo LLC] had an exclusive
engagement to procure a lender which would then pro-
vide financing for a single tenant property occupied by
[Huntsman] in accordance with the terms outlined in
the engagement letter.’’ Those terms, as the trial court
indicated, included ‘‘that the tenant would be [Hunts-
man] and that the lender would be an institutional
lender, that the term of the loan would be ten years,
that the principal amount would be $9,500,000 at an
interest rate of 5.25 percent, and that debt service would
be based on a twenty year amortization.’’ Lease pay-
ments would be made by Huntsman directly to the
lender to service the debt, with any excess returned to
the plaintiff. The engagement letter also contained a
detailed description of the property, set forth basic
terms of the as yet unrealized Huntsman lease exten-
sion,4 and indicated that the lender would receive a first
mortgage security interest in the property. The closing
and funding of the loan were to occur approximately
thirty days from the date of the lender commitment.
   Pursuant to the engagement letter, the plaintiff
agreed to pay Chappo LLC a ‘‘[p]lacement [f]ee’’ equal
to $95,000, 1 percent of the principal amount of the
note, to be paid out of the proceeds when the loan
closed. The plaintiff also agreed that, upon executing
the engagement letter, it would wire Chappo LLC an
‘‘[e]ngagement [d]eposit’’ equal to one half of 1 percent
of the principal amount of the proposed $9,500,000 note,
or $47,500. The engagement letter contained the follow-
ing language directly pertaining to the return or reten-
tion of the engagement deposit: ‘‘In the event Chappo
LLC is unable to provide a [l]ender commitment as
stipulated above and such time frame is not extended,
the [e]ngagement [d]eposit will be returned to the [b]or-
rower. Chappo LLC will retain the deposit if the [b]or-
rower fails to provide requested information in a timely
manner or fails to complete the financing after Chappo
LLC had provided a [l]ender commitment.’’ Importantly,
the penultimate paragraph of the engagement letter pro-
vided as follows: ‘‘It is understood and agreed that the
terms of this [e]ngagement shall supersede any and all
prior [e]ngagements, arrangements or understandings
among the parties with respect to the subject matter
discussed above.’’
   On January 4, 2013, the plaintiff executed the engage-
ment letter and delivered it to the defendants. Attached
to the executed engagement letter was a memorandum
from Gordon that stated as follows: ‘‘Enclosed is an
executed copy of the engagement letter for the Hunts-
man property. The deposit of $47,500 will be wire trans-
ferred. The deposit will be returned within five days of
the time at which it appears a loan pursuant to the
application is not probable of funding by February 28,
2013, or an agreed later funding date. Looking forward
to the expedited loan closing.’’
   Gordon later wire transferred $47,500 to Chappo
LLC.5 As previously noted, Gordon also made changes
directly on the engagement letter because he was still
in the process of negotiating the exact terms of the
lease extension with Huntsman. See footnote 4 of this
opinion. The defendants did not respond or object to the
changes made by Gordon on the executed engagement
letter or to the language in the accompanying memo-
randum.
   On January 10, 2013, the defendants e-mailed the
plaintiff portions of a loan application from a lender,
American National Insurance Company (American
National). Gordon, finding the terms acceptable, com-
pleted the relevant pages and returned them to the
defendants within hours. After receiving the returned
pages of the application, an investment officer from
American National ‘‘circulated the complete applica-
tion/commitment letter to [the] investment committee
and the senior vice president with authority to commit
to the loan. The final version of the mortgage loan
application was e-mailed to Gordon on January 22, 2015,
with a hard copy [sent] direct from American National
. . . the following morning. On the formal application
was a signature block for Gordon and for the senior
vice president of American National, Scott F. Brast. As
soon as Gordon signed and returned the original, Brast
would countersign, and the document would become
the commitment letter. The application/commitment
letter included all the terms specified by Gordon’s
engagement letter as well as an agreement by American
National to fund by February 28, 2013, the date needed
by Gordon.’’
  Section 4.4 of the application/commitment letter pro-
vides: ‘‘At the time of closing, Applicant will have
entered into a lease or leases and/or lease guarantees,
the terms and conditions of which are to be approved
by Lender, with a tenant or tenants and lease guarantors
approved by Lender, to occupy 94,000 square feet with
an annual rental from such lease or leases to produce
no less than $1,183,000.’’ The document also provided
that American National approved Huntsman for occu-
pancy and as lease guarantors.
   The plaintiff, however, would not execute the applica-
tion/commitment letter because it did not have an exe-
cuted lease agreement with Huntsman, and it surmised
that American National would never approve and fund
the loan without the extended Huntsman lease as secu-
rity. From late January, 2013, through mid-February,
2013, there was ‘‘a paucity of communication’’ between
the parties. Although American National expressed
some concern to the defendants that it might no longer
be able to fund the transaction within the requisite time
frame, Gordon continued to tell the defendants that he
was waiting to hear from Huntsman about executing
the lease extension, although he actually was still nego-
tiating with Huntsman about the terms of the lease.
   As set forth by the trial court, ‘‘Huntsman had
retained . . . a real estate services organization to rep-
resent it in negotiations regarding the proposed lease
renewal. Gordon informed Chappo that the lease advi-
sor informed Huntsman that the terms which Gordon
was seeking were too generous to the [plaintiff] and
that Huntsman was not offering [the plaintiff] the terms
which Gordon had outlined to Chappo. Gordon then
informed Chappo that he was working with the original
lender . . . to extend the redemption date deadline of
the foreclosure by consent. On March 1, 2013, Gordon
sent a memorandum to [the original lender] stating that
a tentative lease agreement had been concluded with
Huntsman satisfactory to the lender of the redemption
funding and that all of the redemption loan documenta-
tion had been completely negotiated and prepared. Gor-
don had been negotiating a separate transaction with
a separate lease extension involving a separate lender.’’
The defendants continued to believe that they could
broker successfully the deal between American
National and the plaintiff. Chappo contacted the invest-
ment officer from American National, who presented
the transaction to its investment committee. The com-
mittee subsequently voted to go forward with the loan.
   Nevertheless, on March 3, 2013, the plaintiff advised
the defendants that ‘‘based on current circumstances
we are withdrawing the [a]pplication.’’6 The plaintiff
requested that the defendants return the engagement
deposit. The defendants refused, citing the engagement
letter’s exclusivity clause, which the defendants posited
the plaintiff had breached by negotiating directly with
another lender.
   On December 29, 2013, the plaintiff commenced the
underlying action. The complaint contained five counts,
all premised upon the defendants’ alleged wrongful
retention of the engagement deposit. Count one alleged
breach of contract by Chappo LLC, count two alleged
statutory theft against both defendants,7 count three
alleged that the defendants were liable for conversion,
count four alleged that the defendants breached the
implied covenant of good faith and fair dealing, and
count five alleged that the defendants’ actions
amounted to a violation of the Connecticut Unfair Trade
Practices Act (CUTPA). See footnote 1 of this opinion.
   The defendants filed an answer that denied the mate-
rial allegations of the complaint, raised a special
defense of fraud, and alleged two counterclaims against
the plaintiff sounding in fraud and breach of contract.
The plaintiff filed a response in which it denied the
allegations in the special defense and counterclaims.
 The matter was tried to the court, Hon. Michael Hart-
mere, judge trial referee, on May 13 and May 14, 2015.
Gordon and Chappo were the only witnesses to testify.
The parties each submitted posttrial memoranda.
  The plaintiff argued in relevant part that the defen-
dants had no legitimate basis for retaining the engage-
ment deposit because Chappo knew from the outset
that the entire transaction at issue was predicated on
Huntsman executing a lease renewal with the plaintiff,
and Chappo acknowledged at trial that no lender would
commit to funding a loan without the lease as security.
The plaintiff further argued that obtaining the lease was
not a promissory obligation undertaken by the plaintiff
as suggested by the defendants. Rather, the existence
of a lease was a condition precedent, the failure of
which voided the contractual obligations of the parties
and, thus, obligated the return of the deposit.
   In their posttrial briefs, the defendants invoked the
doctrine of prevention in defense of the breach of con-
tract allegations, arguing that the plaintiff was not enti-
tled to a return of the deposit because, despite Chappo
LLC’s having found a lender who was willing to provide
a loan to the plaintiff in accordance with all the terms
specified in the engagement letter, the plaintiff refused
to sign and return the application/commitment, thus
preventing the execution of a formal commitment letter.
Further, the defendants argued that the lease extension
with Huntsman was never a condition of the agreement
to secure a lender’s commitment, but only a condition
of ultimately funding the loan. The loan could have
proceeded if a lease with terms more favorable to
Huntsman could have been negotiated.
   On October 29, 2015, the court issued a memorandum
of decision. The court found in favor of the plaintiff on
the breach of contract and conversion counts, but in
favor of the defendants on the remainder of the com-
plaint. The court reasoned that the Huntsman lease
renewal was a condition precedent to the parties’ con-
tract and that, because that condition was never met,
the plaintiff had no duty to perform and was entitled
to the return of its deposit. The court found that the
defendants’ failure to return the deposit constituted a
breach of contract by Chappo LLC, and, because the
defendants exercised ‘‘ownership over the plaintiff’s
property to the plaintiff’s harm,’’ the defendants’ reten-
tion of the deposit also amounted to a conversion.
   The court nevertheless found that the plaintiff had
failed to establish the necessary larcenous intent on
the part of the defendants to establish the elements
of a statutory theft. Further, the court found that the
plaintiff failed to demonstrate that the defendants’
actions were done in bad faith or were immoral, unethi-
cal, and unscrupulous so as to support, respectively,
the plaintiff’s counts alleging breach of the implied cov-
enant of good faith and fair dealing or a CUTPA viola-
tion. Because the defendants failed to brief their special
defense and counterclaims, the court deemed them
abandoned.8
  The defendants filed a motion to reargue and for
reconsideration on November 18, 2015. The court
denied that motion on December 2, 2015. This appeal
followed.9
   The defendants claim on appeal that the trial court
improperly determined that Chappo LLC breached its
contract with the plaintiff by failing to return the
engagement deposit.10 The defendants argue that,
although obtaining a lease extension from Huntsman
might have been integral to the plaintiff’s ability to close
on the loan commitment secured by Chappo LLC, the
existence of a lease was not, under the express terms of
the parties’ contract, a condition the absence of which
mandated a return of the engagement deposit. The
plaintiff agreed to compensate Chappo LLC from the
proceeds realized at the closing of a loan, assuming
Chappo LLC was able to secure a loan commitment.
The deposit requirement reasonably can be viewed as
a means to protect the defendants in the event that
they secured a commitment but the loan failed to close
through no fault of their own. In other words, the
deposit signaled the parties’ intent to allocate a large
portion of the risk that a lease extension or alternative
security for the loan would never materialize to the
party that was in control of the lease negotiations: the
plaintiff. The defendants assert that because Chappo
LLC found a lender that was willing to commit to fund
a loan on the terms agreed upon, which was the only
obligation it undertook pursuant to the plain and unam-
biguous terms of the parties’ contract, the defendants
had a right to retain the deposit in accordance with the
express terms of the engagement letter despite the fact
that a loan never actually closed. We agree and conclude
that the court improperly construed the parties’ con-
tract as requiring a return of the deposit.
   Because the defendants’ claim challenges the court’s
interpretation of the parties’ contract, particularly its
having construed the contract as containing a condition
precedent, we begin our analysis by setting forth the
applicable standard of review and general principles of
law relevant to the construction of contracts. ‘‘The law
governing the construction of contracts is well settled.
When a party asserts a claim that challenges the trial
court’s construction of a contract, we must first ascer-
tain whether the relevant language in the agreement is
ambiguous.’’ (Internal quotation marks omitted.) Rami-
rez v. Health Net of the Northeast, Inc., 285 Conn. 1,
13, 938 A.2d 576 (2008). ‘‘If a contract is unambiguous
within its four corners, intent of the parties is a question
of law requiring plenary review. . . . [If] the language
of a contract is ambiguous, the determination of the
parties’ intent is a question of fact, and the trial court’s
interpretation is subject to reversal on appeal only if it is
clearly erroneous.’’ (Internal quotation marks omitted.)
Assn. Resources, Inc. v. Wall, 298 Conn. 145, 183, 2 A.3d
873 (2010). ‘‘A contract is ambiguous if the intent of
the parties is not clear and certain from the language
of the contract itself. . . . Accordingly, any ambiguity
in a contract must emanate from the language used in
the contract rather than from one party’s subjective
perception of the terms. . . .
   ‘‘[W]e accord the language employed in the contract
a rational construction based on its common, natural
and ordinary meaning and usage as applied to the sub-
ject matter of the contract. . . . [If] the language is
unambiguous, we must give the contract effect
according to its terms. . . . [If] the language is ambigu-
ous, however, we must construe those ambiguities
against the drafter. . . . Moreover, in construing con-
tracts, we give effect to all the language included
therein, as the law of contract interpretation . . . mili-
tates against interpreting a contract in a way that ren-
ders a provision superfluous.’’ (Citations omitted;
internal quotation marks omitted.) Ramirez v. Health
Net of the Northeast, Inc., supra, 285 Conn. 13–14.
   In ascertaining the intent of contracting parties, we
are also mindful that a court’s interpretation of a con-
tract must also be informed by whether the terms of
the contract are contained in a fully integrated writing.
This is important because ‘‘[t]he parol evidence rule
prohibits the use of extrinsic evidence to vary or contra-
dict the terms of an integrated written contract. . . .
The parol evidence rule does not apply, however, if the
written contract is not completely integrated.’’ (Citation
omitted; internal quotation marks omitted.) Benvenuti
Oil Co. v. Foss Consultants, Inc., 64 Conn. App. 723,
727, 781 A.2d 435 (2001).
   An integrated contract is one that the parties have
reduced to written form and which represents the full
and final statement of the agreement between the par-
ties. See id., 728–29. Accordingly, an integrated contract
must be interpreted solely according to the terms con-
tained therein. Whether a contract is deemed integrated
oftentimes will turn on whether a merger clause exists
in the contract. Id., 728. The presence of a merger clause
in a written agreement establishes conclusive proof of
the parties’ intent to create a completely integrated
contract and, unless there was unequal bargaining
power between the parties, the use of extrinsic evidence
in construing the contract is prohibited. See Tallmadge
Bros., Inc. v. Iroquois Gas Transmission System, L.P.,
252 Conn. 479, 502–504, 746 A.2d 1277 (2000).
    ‘‘We long have held that when the parties have delib-
erately put their engagements into writing, in such
terms as import a legal obligation, without any uncer-
tainty as to the object or extent of such engagement,
it is conclusively presumed, that the whole engagement
of the parties, and the extent and manner of their under-
standing, was reduced to writing. After this, to permit
oral testimony, or prior or contemporaneous conversa-
tions, or circumstances, or usages [etc.], in order to
learn what was intended, or to contradict what is writ-
ten, would be dangerous and unjust in the extreme.
. . . Although there are exceptions to this rule, we con-
tinue to adhere to the general principle that the unam-
biguous terms of a written contract containing a merger
clause may not be varied or contradicted by extrinsic
evidence.’’ (Citation omitted; footnote omitted; internal
quotation marks omitted.) Id., 502–503; see also 2
Restatement (Second), Contracts § 204, comment (e),
p. 98 (1981) (‘‘[w]here there is complete integration and
interpretation of the writing discloses a failure to agree
on an essential term, evidence of prior negotiations
or agreements is not admissible to supply the omitted
term’’). Courts must always be mindful that ‘‘parties
are entitled to the benefit of their bargain, and the mere
fact it turns out to have been a bad bargain for one of the
parties does not justify, through artful interpretation,
changing the clear meaning of the parties’ words.’’ 13
R. Lord, Williston on Contracts (4th Ed. 2000) § 38:13,
p. 427.
   Because the court interpreted the parties’ contract
as containing an unmet condition precedent, a brief
discussion of the legal parameters of contractual condi-
tions is necessary. ‘‘A condition precedent is a fact or
event which the parties intend must exist or take place
before there is a right to performance. . . . A condition
is distinguished from a promise in that it creates no
right or duty in and of itself but is merely a limiting or
modifying factor. . . . If the condition is not fulfilled,
the right to enforce the contract does not come into
existence. . . . Whether a provision in a contract is a
condition the nonfulfillment of which excuses perfor-
mance depends upon the intent of the parties, to be
ascertained from a fair and reasonable construction of
the language used in the light of all the surrounding
circumstances when they executed the contract.’’ (Cita-
tions omitted.) Lach v. Cahill, 138 Conn. 418, 421, 85
A.2d 481 (1951); see also 2 Restatement (Second), supra,
§ 224, p. 160 (‘‘[a] condition is an event, not certain to
occur, which must occur, unless its non-occurrence is
excused, before performance under a contract
becomes due’’).
   Conditions precedent can be either express or
implied. 8 C. McCaulif, Corbin on Contracts (J. Perillo
ed., Rev. Ed. 1999) § 30.10, p. 19. An express condition
precedent is one that springs from language in the con-
tract and qualifies one or both parties’ rights or duties
of performance. Id., § 30.7, o. 14, § 30.10, p. 19. Although
not strictly required, parties often signal their
agreement to create an express condition precedent by
using words such as ‘‘on [the] condition that,’’ ‘‘provided
that,’’ unless and until, or ‘‘if.’’ (Internal quotation marks
omitted.) 2 Restatement (Second), supra, § 226, com-
ment (a), p. 170. In addition to express conditions prece-
dent, a condition precedent may be implied or ‘‘supplied
by the court,’’ often in circumstances in which the court
determines that the contracting parties have failed to
foresee or recognize the significance of an event or its
potential effect on the parties’ rights. See id., § 204,
comments (b) and (d), pp. 97–98.
   Interpreting a contract as containing an implied con-
dition precedent, however, is disfavored if the result
will be a forfeiture of compensation or other benefit,
especially if that forfeiture falls on a party who had
no control over whether the condition or event would
occur. This principle is aptly reflected in § 227 of the
Restatement (Second), supra, p. 174, which provides in
relevant part: ‘‘In resolving doubts as to whether an
event is made a condition of an obligor’s duty, and as
to the nature of such an event, an interpretation is
preferred that will reduce the obligee’s risk of forfeiture,
unless the event is within the obligee’s control or the
circumstances indicate that he has assumed the risk.’’
As explained in the commentary of the rule, ‘‘[if] the
nature of [a] condition is such that the uncertainty as
to [an] event will be resolved before either party has
relied on its anticipated occurrence, both parties can
be entirely relieved of their duties, and the obligee risks
only the loss of his expectations. [If], however, the
nature of the condition is such that the uncertainty is
not likely to be resolved until after the obligee has relied
by preparing to perform or by performing at least in
part, he risks forfeiture. If the event is within his control,
he will often assume this risk. If it is not within his
control, it is sufficiently unusual for him to assume the
risk that, in case of doubt, an interpretation is preferred
under which the event is not a condition.’’ 2
Restatement (Second), supra, § 227, comment (b), pp.
175–76. Thus, whereas the policy favoring freedom of
contract would require that an express condition prece-
dent be honored even though a forfeiture would result,
if ‘‘it is doubtful whether or not the agreement makes
an event a condition of an obligor’s duty, an interpreta-
tion is preferred that will reduce the risk of forfeiture.’’
Id., p. 175. The Restatement (Second) further posits
that even in those cases in which the court finds a
condition precedent exists, ‘‘[t]o the extent that the
non-occurrence of a condition would cause dispropor-
tionate forfeiture, a court may excuse the non-occur-
rence of that condition unless its occurrence was a
material part of the agreed exchange.’’ 2 Restatement
(Second), supra, § 229, p. 185.
  Turning to the defendants’ claim, we first conclude
that the language of the engagement letter is unambigu-
ous and, therefore, the intent of the parties is a question
of law. We agree with the defendants that the court
improperly construed the parties’ contractual
agreement as intending the occurrence of a Huntsman
lease extension as a condition precedent of the parties’
contractual obligations such that the nonoccurrence of
the lease extension completely excused the plaintiff’s
performance and required the defendants to return the
plaintiff’s engagement deposit. In particular, as we will
discusse further, the court in this case did not determine
whether the parties’ contract was a fully integrated
writing between commercial entities with equal bar-
gaining power and, thus, entitled to stricter adherence
to its express terms; did not state as part of its analysis
whether the express contractual provisions regarding
the retention or return of the deposit were ambiguous,
inapplicable, or insufficient to resolve the parties’ dis-
pute; did not identify what contractual language, provi-
sion, or extrinsic evidence the court relied upon in
determining that obtaining a lease extension was a con-
dition precedent of the contract; and, perhaps most
importantly, did not address whether its construction
of the contract would result in a forfeiture of compensa-
tion by Chappo LLC, despite the fact that Chappo LLC
had no involvement in or control over the lease negotia-
tions. After considering these factors, we conclude that
the court improperly construed the parties’ contract and
incorrectly determined that Chappo LLC had breached
that contract and wrongfully retained the plaintiff’s
deposit.
   We note at the outset that there is no indication that
the court gave proper deference to the language of the
parties’ contract, which was a fully integrated writing.
The court determined, and we agree, that a valid con-
tract was formed between the parties as memorialized
in the engagement letter. Likewise, there is no disagree-
ment that the terms of that contract also included the
modifications that Gordon made at the time he signed
the engagement letter on behalf of the plaintiff, both
the changes he made to the executed engagement letter
as well as the additional language in his accompanying
memorandum. Pursuant to the contract, Chappo LLC
promised to obtain a commitment from a lender willing
to fund a loan on the terms supplied by the plaintiff in
the contract, and, in exchange for that promise, the
plaintiff agreed to pay Chappo LLC a commission equal
to 1 percent of the loan from the proceeds at closing.
The plaintiff also agreed to provide Chappo LLC with
a deposit equal to roughly one half of the expected com-
mission.
   In its analysis of the breach of contract claim, the
court makes no mention of the paragraph in the engage-
ment letter that, in legal effect, amounted to a merger
clause. That paragraph provided that ‘‘the terms of this
[e]ngagement shall supersede any and all prior [e]ngage-
ments, arrangements or understandings among the
parties with respect to the subject matter discussed
above.’’ (Emphasis added.) The inclusion of this merger
clause was prima facie evidence that the parties
intended their written agreement to encompass ‘‘the
whole engagement of the parties, and the extent and
manner of their understanding, was reduced to writing.’’
(Internal quotation marks omitted.) Tallmadge Bros.,
Inc. v. Iroquois Gas Transmission System, L.P., supra,
252 Conn. 502. Although the court notes that Chappo
drafted the engagement letter ‘‘with full knowledge that
the lease extension had not been executed,’’ the court
did not find nor does the record disclose any imbalance
in the parties’ bargaining power. Both Gordon and
Chappo are highly educated and familiar with these
types of financial transactions, and, as evidenced by
the changes that Gordon made to the engagement letter
at the time he executed the contract, Gordon fully was
capable of protecting the interests of the plaintiff.
Rather than construe the language used by the parties,
the court appears to have looked beyond the plain lan-
guage of the agreement in deciding that the Huntsman
lease was a condition precedent to any and all perfor-
mance under the contract.
   Certainly, at the time the parties entered into their
agreement, it is undisputed that the plaintiff had not
yet secured a lease extension from Huntsman and that
all parties were aware of that fact. Negotiation of the
lease was ongoing at that time. Accordingly, this is not
a situation where the parties failed to fully contemplate
the occurrence or nonoccurrence of a particular event.
Despite the uncertainty surrounding the lease, and
likely because the window of time for redeeming the
property was quickly closing, the plaintiff decided to
enter into the agreement with Chappo LLC to find a
lender that would be willing to commit to financing
the plaintiff’s redemption of the property under the
assumption that a lease renewal would be executed
prior to closing. The defendants had no part in negotiat-
ing that lease, which was entirely the responsibility
of the plaintiff. The plaintiff had all the information
necessary to gauge the likelihood of retaining Huntsman
as a lessee or whether some alternative contingency
for servicing the loan debt was possible, such as modi-
fying the terms of the proposed lease or securing a
different tenant altogether. Because Chappo LLC had
no actual control over whether the plaintiff would be
able to negotiate a new lease with Huntsman, the plain-
tiff was the party best situated to evaluate the risk that
Chappo LLC would expend resources in obtaining a
lender only to have the loan unable to close.
   To that end, if the plaintiff viewed the Huntsman
lease as an indispensable part of its agreement with
Chappo LLC, the plaintiff could have insisted that
obtaining the lease be made a clear and express condi-
tion on its duty to compensate Chappo LLC for its
efforts in obtaining a loan commitment. Alternatively,
the plaintiff could have insisted that the engagement
letter provide that Chappo LLC would return the deposit
in the event that a lease never materialized. Instead,
there is nothing in the parties’ agreement that shifts
any potential risk of the failure to obtain a lease from
the plaintiff to Chappo LLC.11
   Rather, the contract is clear and unambiguous that if
Chappo LLC obtained a loan commitment in accordance
with the plaintiff’s proposed terms, and the loan failed
to close, Chappo LLC was entitled to keep the deposit.
Although, by agreement, the loan had to close in order
for Chappo LLC to earn its full commission, and the loan
almost certainly would not close without the intended
lease with Huntsman, a notion that the defendants
readily admit, nothing in the language of the parties’
agreement expressly made obtaining the lease a condi-
tion precedent to the retention of the deposit. Chappo
LLC simply had to secure the required loan commit-
ment, which it did.12
   Certainly, if it is clear from the facts and circum-
stances surrounding the making of a contract that the
parties had failed to set forth expressly some condition
that needed to exist before the parties’ duty to perform
under the contract ripened, a court has the authority
to recognize and give effect to such an implied condi-
tion. In construing a fully integrated written contract,
however, drafted and executed by sophisticated com-
mercial parties, the court should be particularly wary
before construing the contract to include an implied
condition precedent, especially when supplying such a
term will result in one of the parties forfeiting the bene-
fits of his performance.
   It is true that, pursuant to the engagement letter,
Chappo LLC agreed to be compensated from the pro-
ceeds generated by the loan’s closing, and, thus, Chappo
LLC accepted some risk that, should the loan fail to
close, it would not be entitled to the full benefit of the
bargain. Nevertheless, Chappo LLC also ensured that
that risk was partially set off by requiring the plaintiff
to provide a deposit. Pursuant to the engagement letter,
Chappo LLC was required to return the deposit only if
it failed to secure a loan commitment, which we have
concluded did not occur here. Here, if we were to accept
the court’s construction of the parties’ contract as con-
taining an unmet condition precedent, this would result
in a forfeiture of compensation to Chappo LLC, which
had substantially performed its duties under the
contract.
   The fact that the loan was unlikely to close due to
circumstances outside the control of the defendants
did not change the nature of the business arrangement
between the plaintiff and Chappo LLC. Chappo LLC
kept its promise to find the plaintiff a lender willing to
finance on the agreed upon terms. The plaintiff was the
party that, hoping to net approximately $5 million, had
assumed the risk of engaging a loan broker before it
had obtained the necessary lease commitment from
Huntsman to secure a loan. It was incorrect for the
court to rewrite the parties’ contract in such a way as
to shift that risk from the plaintiff to Chappo LLC.
   The judgment is reversed in part and the case
remanded with direction to render judgment in favor
of the defendants on the breach of contract and conver-
sion counts. The judgment is affirmed in all other
respects.
      In this opinion the other judges concurred.
  1
     The trial court rendered judgment in favor of the defendants on the
remaining counts of the complaint. Those counts, directed at both defen-
dants, alleged statutory theft pursuant to General Statutes § 52-564, breach of
the covenant of good faith and fair dealing, and a violation of the Connecticut
Unfair Trade Practices Act, General Statutes § 42-110 et seq. The plaintiff has
not appealed or cross appealed from those aspects of the court’s judgment.
   2
     In their appellate brief, the defendants assert that, for purposes of this
appeal, they do ‘‘not dispute or seek to reverse the trial court’s findings . . .
with regard to the facts, and focus this appeal instead on the conclusions of
law and judgment entered . . . .’’
   3
     Under Michigan law, real property owners whose interest have been
foreclosed have between six and twelve months in which to exercise their
right of redemption. See Mich. Comp. Laws §§ 600.3140 (1) and 600.3240.
   4
     As noted by the court, ‘‘[t]he lease originally was to commence in Novem-
ber, 2012, but Gordon changed that [term on the executed engagement
letter] to [March, 2013], with a term ending October 31, 2024. The lease was
a triple net lease in which there are no landlord responsibilities. The lease
payments Gordon [also] had corrected to be $1,183,000 for the first sixty-
two months and $1,130,000 for the remaining term.’’
   5
     There was no requirement in the agreement that the deposit be held in
escrow or in a segregated account, and, accordingly, it was deposited into
Chappo LLC’s general operating account.
   6
     The record reflects that after title to the property fully vested in the
foreclosing bank it reached a new lease agreement with Huntsman. The bank
then later sold the property to a third party subject to the Huntsman lease.
   7
     The complaint contains a typographical error, referring to General Stat-
utes § 52-54, rather than General Statutes § 52-564. Section 52-564 provides:
‘‘Any person who steals any property of another, or knowingly receives and
conceals stolen property, shall pay the owner treble his damages.’’
   8
     The defendants have not challenged that portion of the court’s judgment
in the present appeal.
   9
     The plaintiff filed a motion to dismiss the appeal as untimely on the
basis of a handwritten notation on the court’s memorandum of decision
indicating that notice of the court’s decision had issued on October 28, 2015.
The plaintiff argued that if the initial appeal period began to run on October
28, 2015, the defendants’ November 18, 2015 motion for reconsideration
was filed one day after the appeal period had expired and, as a result, the
present appeal was untimely. See Practice Book § 63-1. The date stamp on
the memorandum of decision, however, as well as the electronic docket,
indicate that the court’s memorandum was not filed with the court until
October 29, 2015. We denied the plaintiff’s motion to dismiss.
   10
      As noted, the court also ruled in favor of the plaintiff on its conversion
count on the basis of its determination that the defendants wrongfully
retained and exercised control over the deposit after the plaintiff asked the
defendants to return those funds. The defendants also challenge that aspect
of the court’s judgment. Our resolution of the appeal in favor of Chappo
LLC on the breach of contract count, however, logically also requires a
reversal on the conversion count against the defendants. ‘‘Conversion is an
unauthorized assumption and exercise of the right of ownership over goods
belonging to another, to the exclusion of the owner’s rights.’’ Discover
Leasing, Inc. v. Murphy, 33 Conn. App. 303, 309, 635 A.2d 843 (1993). If
the defendants were entitled to retain the deposit, they did not exercise
unauthorized control over the plaintiff’s funds. Accordingly, we limit our
discussion to the breach of contract count.
   11
      The plaintiff argues that the Gordon memorandum is a part of the parties’
contract, and that the following language was intended to further condition
Chappo LLC’s duty to return the deposit in the event that a loan could not
close: ‘‘The deposit will be returned within five days of the time at which
it appears a loan pursuant to the application is not probable of funding by
February 28, 2013, or an agreed later funding date.’’ The defendants do not
contest that the parties’ contract includes the Gordon memorandum. They
argue, however, that the provision in question should be construed as clarify-
ing the last date on which a loan could fund in order to allow the plaintiff
time to redeem the property and, accordingly, provides a specific time frame
for the return of the engagement deposit should Chappo LLC be unable to
obtain a commitment to fund by that date. In other words, the Gordon
memorandum did not contain any new condition with respect to the return
of the deposit but, as with the other changes Gordon made to the engagement
letter, merely clarified an existing term in light of the state of events at the
time he executed the engagement letter. In this case, it clarified the existing
provision requiring Chappo LLC to return the deposit ‘‘[i]n the event Chappo
LLC is unable to provide a [l]ender commitment as stipulated above and
such time frame is not extended . . . .’’ To the extent that the language in
the Gordon memorandum is susceptible of two meanings, it should be read
in conjunction with the contract as a whole and consistent with other terms.
See C & H Electric, Inc. v. Bethel, 312 Conn. 843, 853, 96 A.3d 477 (2014).
We are simply unpersuaded that any language in the Gordon memorandum
supports in any way the court’s determination that a Huntsman lease exten-
sion was a condition precedent of the parties’ agreement or that the failure of
the lease negotiations mandated that the defendants return the engagement
deposit, the only compensation the defendants received for their work.
   12
      The record before us shows that Chappo LLC found a lender, American
National, that was fully committed to providing a loan to the plaintiff on
the terms specified in the engagement letter including the as yet unattained
Huntsman lease. The plaintiff suggests that Chappo LLC nevertheless failed
to fully perform because it never obtained a duly executed commitment
letter. The defendants counter that the only hindrance in obtaining the
formal commitment letter from American National was Gordon’s refusal to
sign the application, and the doctrine of prevention prohibits a party from
taking advantage of any failure in performance that the party acted to hinder.
We find it unnecessary to engage in such analysis, however, for two reasons.
First, the language of the contract required only ‘‘a [l]ender commitment’’
not a formal commitment letter from a lender. Second, even if a formal
letter was necessary, because Chappo LLC had found a willing lender and
all that remained to secure a formal commitment was the signing of the
application, there was substantial performance.
   ‘‘The doctrine of substantial performance shields contracting parties from
the harsh effects of being held to the letter of their agreements. Pursuant
to the doctrine of substantial performance, a technical breach of the terms
of a contract is excused, not because compliance with the terms is objectively
impossible, but because actual performance is so similar to the required
performance that any breach that may have been committed is immaterial.’’
(Internal quotation marks omitted.) Mastroianni v. Fairfield County Pav-
ing, LLC, 106 Conn. App. 330, 340–41, 942 A.2d 418 (2008). Accordingly,
Chappo LLC substantially performed all of the obligations it undertook to
perform pursuant to the parties’ contract.
