Opinion
CV126016087S
11-25-2015
Julie Sowell v. Deirdre Dicara et al
UNPUBLISHED OPINION
MEMORANDUM OF DECISION RE MOTION TO ENFORCE SETTLEMENT AGREEMENT
Joseph H. Pellegrino, Judge Trial Referee.
This motion has been brought by the plaintiff, Julie Sowell, and seeks to enforce a purported settlement agreement between herself and the defendant, Region 15 School District (the District). The plaintiff instituted this action against the District and co-defendants, Southbury-Middlebury Youth and Family Service, Inc. (YFS), and two individual employees of YFS, Dierdre Dicara and Mary Jane McClay. The operative complaint dated August 30, 2013, sets forth twenty-one counts arising from numerous alleged improprieties committed by the defendants while the plaintiff was employed by YFS. The settlement agreement which the plaintiff seeks to enforce only pertains to the District. On August 12, 2015, the court held an Audubon hearing to consider the plaintiff's claim that a binding and enforceable agreement was entered into between herself and the District.
A so called Audubon hearing references the Supreme Court's decision in Audubon Parking Associates Ltd. Partnership v. Barclay & Stubbs, Inc., 225 Conn. 804, 626 A.2d 729 (1993), wherein the Court recognized the inherent power of a trial court to enforce a settlement agreement between the parties in lieu of trial where the agreement is validly entered into and the terms of which are clear and unambiguous. Id., 811.
During the hearing, the parties presented witness testimony and submitted documentary evidence upon which the court finds credible the following facts. Settlement negotiations, at least as they relate to these proceedings, were first initiated when the parties attended a status conference before Judge Mark Taylor on May 2, 2014. Attorney George Mendillo, representing the plaintiff, indicated that his client might be interested in settling her claim against the District for $15,000. Attorney Jarad Lucan, representing the District, expressed some concerns and, although the parties discussed the proposal, nothing was resolved on that date. On May 8, 2014, Attorney Lucan sent a draft proposal to Attorney Mendillo. (Exhibit 1.) The proposal was rejected by Attorney Mendillo. Attorney Mendillo subsequently sent counter-offers to Attorney Lucan. (Exhibits 12, 14 & 15.) On June 3, 2014, Attorney Lucan drafted a revised proposal that was again rejected by Attorney Mendillo. Again, Attorney Mendillo made additional counter-offers. The parties met again with Judge Taylor on June 6, 2014, and, working from the June 3 draft proposal, made written changes on the draft itself. At the insistence of Attorney Lucan, both attorneys initialed the draft proposal so as to avert any further problems with changing the settlement terms.
In spite of the initialed draft proposal, which in the mind of the defendant was the agreement of the parties, Attorney Mendillo later informed Attorney Lucan that his client was unhappy with paragraphs 10(c) and 11, and requested their removal. Attorney Lucan informed Attorney Mendillo that his client would not agree to remove those paragraphs as they were essential terms. Attorney Lucan thereafter provided Attorney Mendillo with a final written draft of the agreement (draft agreement), which included paragraphs 10(c) and 11 as originally agreed upon based on the initialed draft proposal. (Exhibit Y.) Attorney Mendillo informed Attorney Lucan that his client would not accept any settlement so long as paragraphs 10(c) and 11 were still part of the agreement.
Attorney Lucan scheduled another meeting with Judge Taylor for June 17, 2014. On June 10, 2014, Attorney Mendillo sent a letter to Judge Taylor wherein he stated that paragraphs 10(c) and 11 were unacceptable to his client. (Exhibit 30.) The issue was not resolved by the parties. On June 16, 2014, Attorney Mendillo sent an email to Attorney Lucan wherein he stated that if the defendant would not accept certain changes, that there would be no settlement. (Exhibit 31.) On June 16, 2014, Attorney Mendillo sent an email to Attorney Lucan wherein he stated unequivocally that the proposed settlement was withdrawn. (Exhibit 33.) On October 6, 2014, Attorney Mendillo sent another email to Attorney Lucan. (Exhibit 56.) In that email, Attorney Mendillo indicated that his client would agree to settle the matter for $20,000, along with certain other proposals, and that the offer would remain open until October 9, 2014. On October 19, 2014, the plaintiff's previously filed motion for summary judgment was heard by the court. On October 29, 2014, the parties attempted to mediate their claims before Judge Salvatore Agati in an effort to again reach a settlement, but were unsuccessful. On October 30, 2014, in a letter to Attorney Mendillo, Attorney Lucan stated that his client was no longer interested in settling the matter. (Exhibit 63.) On January 13, 2015, the plaintiff's motion for summary judgment was granted by the court, thereby effectively removing the District from the case entirely. Sowell v. Dicara, Superior Court, judicial district of Waterbury, Docket No. CV-12-6016087-S (January 13, 2015, Brassel-Massaro, J.).
On December 18, 2014, Attorney Dennis Buckley, on behalf of the plaintiff, sent a letter (Exhibit 67.) and a copy of the draft agreement signed by the plaintiff and dated December 17, 2014, to Attorney Lucan. In the letter, Attorney Buckley expressed the opinion that the final written agreement drafted by Attorney Lucan and provided to Attorney Mendillo was still an open offer as of the December date and that it simply required the plaintiff's acceptance and approval. Attorney Lucan responded that the draft agreement had already been rejected by Attorney Mendillo and could not be accepted after the fact. Attorney Lucan also indicated that there could not be any valid or enforceable agreement between the parties following Attorney Lucan's October 30th email in which it was communicated that his client no longer was willing to settle the matter, thereby withdrawing any and all pending offers. The present motion to enforce the agreement followed.
Resolution of this matter is governed by principles of contract law. " A settlement agreement, or accord, is a contract among the parties." Ackerman v. Sobol Family Partnership, LLP, 298 Conn. 495, 532, 4 A.3d 288 (2010). " It is a basic principle of contract law that in order to form a binding contract there must be an offer and acceptance based on a mutual understanding by the parties." Cavallo v. Lewis, 1 Conn.App. 519, 520, 473 A.2d 338 (1984). " [A]n offer imposes no obligation upon either party, until it is accepted by the offeree, according to the terms in which the offer was made . . . Our holdings adhere to the basic principle of contract law that an offeror is the master of his offer, and therefore, is not obligated to make an offer on any terms except his own." (Internal quotation marks omitted.) Auto Glass Express, Inc. v. Hanover Ins. Co., 293 Conn. 218, 227, 975 A.2d 1266 (2009). " It is axiomatic that to create a contract there must be an unequivocal acceptance of an offer." Pleines v. Franklin Constr. Co., 30 Conn.App. 612, 616, 621 A.2d 759 (1993).
Our courts have consistently looked to the Restatement (Second) of Contracts for guidance on issues in contract law. Section 35 of the Restatement (Second) of Contracts provides:
" A contract cannot be created by acceptance of an offer after the power of acceptance has been terminated in one of the ways listed in § 36." 1 Restatement (Second), Contracts § 35(2), p. 101 (1981). Section 36 lists the ways an offeror may terminate an offer, and provides as follows: " An offeree's power of acceptance may be terminated by (a) rejection or counter-offer by the offeree, or (b) lapse of time, or (c) revocation by the offeror, or (d) death or incapacity of the offeror or offeree." Id., p. 102. Furthermore, our courts have recognized that " [a] reply to an offer which purports to accept it but is conditional on the offeror's assent to terms additional to or different from those offered is not an acceptance but is a counter-offer." (Internal quotation marks omitted.) Ziotas v. Reardon Law Firm, P.C., 111 Conn.App. 287, 304, 959 A.2d 1013 (2008), aff'd in part and rev'd in part on other grounds, 296 Conn. 579, 997 A.2d 453 (2010).
The plaintiff's argument is that the draft agreement was, in effect, a pending offer and that her signature on December 17, 2014, constituted acceptance of that offer. This argument ignores the events which transpired between early June and late October of 2014. Following the June 6 status conference with Judge Taylor, the plaintiff insisted on a number of occasions that the inclusion of paragraphs 10(c) and 11 in the draft settlement was unacceptable. (Exhibits 30 & 31.) The plaintiff's objections to the terms were followed by counter proposals by the plaintiff, including but not limited to Attorney Mendillo's October 6 email (Exhibit 56), which were deemed equally unacceptable. In fact, Attorney Lucan made clear to Attorney Mendillo that paragraphs 10(c) and 11 were essential terms and that without them no agreement could be reached. The effect of the defendant's initial repudiation of the draft agreement and the numerous counter proposals was to terminate the initial offer. 1 Restatement (Second), supra, § 36. The offer, once terminated, could not be accepted. 1 Restatement (Second), supra, § 35; see also Ziotas v. Reardon Law Firm, P.C., 111 Conn.App. 287, 959 A.2d 1013 (conditional acceptance deemed rejection and counter-offer).
Furthermore, even assuming arguendo that the draft agreement constituted an offer in spite of the plaintiff's repudiation of paragraphs 10(c) and 11, and the numerous counter-offers that followed, Attorney Lucan's October 30 email is dispositive as to the issue. In that email, Attorney Lucan states unequivocally " [i]n light of the fact that the parties were unable to reach a global settlement in this case . . . [the District] is no longer interested in resolving this matter through settlement." (Exhibit 63.) Attorney Lucan's email clearly and unambiguously revokes any and all offers still pending between the District and the plaintiff. See 1 Restatement (Second), supra, § 36. As such, the plaintiff was no longer in a position to accept the draft agreement as the parties' final settlement subsequent to that date.
The court agrees with the District, and finds that on December 18, 2014, there was no offer pending between the parties that the plaintiff was able to accept. As of the plaintiff's purported acceptance of the draft agreement, the District had clearly withdrawn all offers. Accordingly, the court finds that there was no meeting of the minds and that the plaintiff never agreed to the terms of the draft agreement. The plaintiff's motion is, therefore, denied.