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Rumbin v. Utica Mutual Insurance Co.8/15/2000
ence.
We long have held that " he intention of the parties to a contract governs the determination of the parties' rights and obligations under the contract. . . . Analysis of the contract focuses on the intention of the parties as derived from the language employed. . . . Where the intention of the parties is clearly and unambiguously set forth, effect must be given to that intent." (Citations omitted.) Levine v. Advest, Inc., 244 Conn. 732, 745-46, 714 A.2d 649 (1998). At the heart of that rule is our understanding that different parties may choose differing language in order to express their intent, but so long as the language employed clearly manifests their joint contractual will, we are bound to enforce the contract's terms.
In my opinion, this principle mandates against following the courts of New Jersey and New York in establishing a concrete formula that contracting parties must follow in order to write a valid antiassignment clause into a contract. Following a majority of the courts that have considered the issue, it would be preferable simply to hold that, so long as the language employed by the parties clearly and unambiguously establishes their intent to prohibit any assignment of rights under the contract, such an antiassignment clause will be valid and enforceable.
II.
In the present case, I would conclude that the language of the antiassignment clauses contained in the settlement agreement and annuity contract are sufficiently clear and unambiguous to allow them to be enforced.
It is well settled that we interpret contract language in accordance with "a fair and reasonable construction of the written words and . . . the language used must be accorded its common, natural, and ordinary meaning and usage where it can be sensibly applied to the subject matter of the contract." (Internal quotation marks omitted.) Pesino v. Atlantic Bank of New York, 244 Conn. 85, 91-92, 709 A.2d 540 (1998). "If the terms of [a contract] are clear, their meaning cannot be forced or strained by an unwarranted construction to give them a meaning which the parties obviously never intended. . . . A court will not torture words to import ambiguity where the ordinary meaning leaves no room for ambiguity, and words do not become ambiguous simply because lawyers or laymen contend for different meanings." (Citations omitted.) Downs v. National Casualty Co., 146 Conn. 490, 494-95, 152 A.2d 316 (1959).
The language employed in the antiassignment clauses at issue in the present case, when accorded its common and natural meaning, clearly and unambiguously prohibits the assignment of periodic payments. The settlement agreement provided in relevant part: "It is understood and agreed that . . . [the plaintiff] may not assign, pledge or sell the consideration to any third party in consideration of the payments made and to be made by [the defendant Utica Mutual Insurance Company]. . . ." The annuity contract provided in relevant part: "No payment under this annuity contract may be . . . sold, assigned, or encumbered in any manner by the [plaintiff] . . . or any other recipient of the payment. . . ." Each of these clauses contains simple, easily understood language that clearly prohibits the assignment of any of the periodic payments.
In an attempt to call into question whether the plaintiff freely entered into these contracts, the majority notes that " review of the annuity contract in the present case reveals that it is a preprinted, standardized insurance contract in which the plaintiff was the named annuitant. It was not a contract arrived at by actual negotiation between the parties." That statement inexplicably ignores the status of the settlem
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