Application of Contract Laws of Other States In Connecticut

"Contracts clauses which require the application of the laws of other states upon breach or dispute are recognized as proper in Connecticut." Syncsort, Inc. v. Indata Services, 14 Conn. App. 481, 484, 541 A.2d 543, cert. denied, 209 Conn. 804, 548 A.2d 443 (1988).

Accordingly, we are guided by Massachusetts substantive law in deciding the plaintiff's claims concerning the promissory note and the lease.

We note, however, that although we apply the substantive law of Massachusetts to decide these claims, the appropriate standard of review is a procedural issue and is governed by Connecticut law. See State v. Diaz, 226 Conn. 514, 557, 628 A.2d 567 (1993), (Berdon, J., dissenting), citing Clisham v. Board of Police Commissioners, 223 Conn. 354, 370, 613 A.2d 254 (1992); Burton v. Burton, 189 Conn. 129, 139 n.8, 454 A.2d 1282 (1983).

"Although ordinarily the question of contract interpretation, being a question of the parties' intent, is a question of fact . . . where there is definitive contract language, the determination of what the parties intended by their contractual commitments is a question of law." Issler v. Issler, 250 Conn. 226, 235, 737 A.2d 383 (1999).

"When . . . the trial court draws conclusions of law, our review is plenary and we must decide whether its conclusions are legally and logically correct . . . ."Id., 236.