Opinion
HHDCV116020238S
10-23-2017
Michael Reiner v. Jeffrey Reiner
UNPUBLISHED OPINION
MEMORANDUM OF DECISION RE MOTION TO ENFORCE SETTLEMENT AGREEMENT
Antonio C. Robaina, J.
The defendant herein has filed a motion to enforce a settlement agreement. In support of its motion, the defendant has submitted exhibits including the Mutual Release and Settlement Agreement at issue. The court has heard evidence, argument and reviewed memoranda as to the motion.
The settlement agreement was made and entered into on July 5, 2012, and among other things, lists the Reiner Trusts Properties and the agreed-upon buyout of said properties by the parties upon Eleanore Reiner's death. The recent passing of Eleanore Reiner triggered this buyout provision of the agreement which states in relevant part, " Jeffrey Reiner [hereinafter defendant] shall buyout Michael Reiner's [hereinafter plaintiff] interests in the Reiner Trusts and the Reiner Trusts Properties by paying cash to Michael Reiner in proportion to his interests therein no later than 280 days following Eleanore Reiner's death. The buy-out amount payable to Michael Reiner for his interest in the Reiner Trusts will be based on the fair market value of each of the Reiner Trusts Properties at the time of Eleanore Reiner's death, multiplied by Michael Reiner's interests in each Trust Property with a deduction of ten (10%) percent to compensate for a minority discount and for the fact that there is no real estate brokerage commission."
Defendant argues that the agreement implies that the buyout amount should be based on the equity in the property while plaintiff argues that the agreement explicitly states that the buy-out amount will be based upon the fair market value of the properties and the term " proportionate interests" refers to the percentage of interest in each property agreed upon as presented in the Trust Property Schedule which is part of the agreement.
Defendant cites the court to National City Mortgage Company v. Stoecker, 92 Conn.App. 787, 792, 888 A.2d 95 (2006) which states in relevant part, " Connecticut follows the 'title theory' of mortgages, which provides that on the execution of a mortgage on real property, the mortgagee holds legal title and the mortgagor holds equitable title to the property." The defendant thus argues that the plaintiff's proportionate interest is " limited necessarily by the title conveyed to the mortgage holder. The valuation of his interest must necessarily reflect the amount of the mortgage that would have to be paid in order to affect a defeasance of the mortgagee's interest." However, the relevant portion of the agreement does not call for the conveyance of title in the manner of a foreclosure, but a valuation of the property, and payment of the plaintiff's proportionate share of fair market value in cash. The court has not uncovered any authority in which " fair market value" has been interpreted to mean value less amount of mortgage. Thus the facts in the cited case are inapplicable to the instant case.
" A trial court has the inherent power to enforce summarily a settlement agreement as a matter of law when the terms of the agreement are clear and unambiguous . . . and where the parties do not dispute the terms of the agreement." Audobon Parking Association Limited Partnership v. Barclay and Stubbs, Inc . 225 Conn. 804, 811, 626 A.2d 729 (1993). " A settlement agreement is a contract among the parties." (Internal quotation marks omitted.) Amica Mutual Ins. Co. v. Welch Enterprises, Inc., 114 Conn.App. 290, 294, 970 A.2d 730 (2009).
Upon review of the foregoing evidence, the court finds that the terms of the agreement are clear and unambiguous and that the parties did enter into a valid agreement. The agreement, negotiated extensively by and between sophisticated parties does not refer to " equity" as a basis for valuation. The agreement clearly and unambiguously states that the buy-out amount will be based on the fair market value of each property and the proportionate interests of the parties being taken into consideration refer to the agreed-upon percentage interests as listed in the Trust Property Schedule. " [F]air market value is generally said to be the value that would be fixed in fair negotiations between a desirous buyer and a willing seller, neither under any undue compulsion to make a deal." Nat'l City Real Estate Servs., LLC v. Tuttle, 155 Conn.App. 290, 296, 109 A.3d 932, 935 (2015).
The contract provision as to buying out the plaintiff's interest requires determining the fair market value of the property by the method described in the contract itself. By comparison, paragraph 3 of the agreement (160 Farmington) makes specific reference to mortgages and prohibits financing or modification of existing mortgages without the consent of the plaintiff. Similarly, references to mortgages are found in paragraph 9 (White Pine), and paragraph 10 (Florida property). Further, the listing of the trust properties, which is entitled " Trust Property Schedule-Date Prepared 6/27/2012" lists the properties with the percentage of ownership in each the plaintiff, the defendant, and their sibling, without reference to mortgages. Finally, the term " equity, " commonly understood to mean the difference between the fair market value and the encumbrances on a property, does not appear in any relevant portion of the agreement.
" [W]ith any issue of contract interpretation, we begin with the language of the contract." Poole v. Waterbury, 266 Conn. 68, 90, 831 A.2d 211 (2003) . . . " Although ordinarily the question of contract interpretation, being a question of the parties' intent, is a question of fact . . . [w]here there is definitive contract language, the determination of what the parties intended by their contractual commitments is a question of law . . . When only one interpretation of a contract is possible, the court need not look outside the four corners of the contract." (Citation omitted; internal quotation marks omitted.) Id., at 88-89, 831 A.2d 211. Fin. Freedom Acquisition, LLC v. Griffin, 176 Conn.App. 314, 338-39, 170 A.3d 41 (2017). In this case, the court's review has been limited to the four corners of the contract pursuant to the aforementioned rule.
For the foregoing reasons, the defendant's motion is hereby denied.