Opinion
No. X10 UWY CV04 4010224
October 27, 2006
MEMORANDUM OF DECISION
This matter is before the court on the defendants' motion to enforce settlement agreement. The motion is resisted by the plaintiffs. For the reasons stated hereinafter, the motion is granted and further orders are issued.
The plaintiffs, Dawn Massey and William Massey are taxpayers in the Town of Branford. They filed suit pro se against the defendants challenging the assessment of their property, seeking to invalidate the Grand List of the Town, and for civil penalties pursuant to Gen. Stat. § 12-170. There were also sundry other causes of action which did not survive motions to strike. The defendants are the Town of Branford, Barbara Neal and Michael Milici. Barbara Neal and Michael Milici were sued initially both individually and in their capacities on behalf of the Town of Branford. For the plaintiffs as pro se's, Dawn Massey assumed the lead, demonstrating a remarkable ability to research, learn and synthesize knowledge of legal process and substantive law. The defendants were represented by Howd and Ludorf, and then later in the process, by The Marcus Law Firm as well.
These two causes of action were for multiple years.
Howd and Lodorf filed a motion to withdraw which was heard but had not been acted upon when that firm subsequently made a decision to remain as counsel for the defendants in addition to the Marcus Law Firm.
The trial of this case was set July 10, 2006. Pursuant to a trial management order the parties were set to meet to go over exhibits. Such a meeting was set for July 3, 2006. At that meeting, Dawn Massey, Attorney Shelly Marcus and Attorney Daniel DeMarchant of Howd and Ludorf met and entered into a written agreement. As a part of the process in arriving at the agreement, Dawn Massey conferred with her husband William Massey and gained his approval for the settlement agreement terms, as long as it ended all of the litigation. The defendants' counsel had gained authority for the terms of the settlement agreement from conferences prior to the meeting with the town assessor Barbara Neal and during the meeting with the town's first selectman. The settlement agreement was initialed by page and signed after it was read aloud at the July 3, 2006 meeting.
On July 5, 2006, the plaintiff, in a written pleading entitled Updated Case Status Report" notified the court that the parties had come to a settlement agreement. The pleading detailed the specifics of the agreement as it was stated in the written document signed by the parties. The Report went on to report that the parties were dealing with "paperwork necessary to formalize their settlement agreement." Ironically, the plaintiffs in their Report sought the court to "retain jurisdiction over this matter until the defendants have fully complied with all terms set forth in the settlement agreement."
The parties proceeded to work on and prepare releases to be signed by both sides, though the provision of releases was not a part of the written settlement agreement. The parties hit a roadblock when the plaintiffs sought a release from Trista Clyne, a non-party witness, and she declined to provide one. The plaintiffs have an apprehension that without that release they are exposed to the possibility Ms. Clyne could initiate a lawsuit against them for perceived civil wrong emanating from oral or written statements made by the plaintiffs in the course of this litigation. The defendants take the position that this release is not necessary to the completion of the settlement agreement.
Subsequent to the parties' inability to resolve these differences, the defendants filed the motion presently before the court. For the reasons stated hereinafter, the motion is granted.
The standard relevant for the disposition of the motion before the court was set forth in the seminal case in Connecticut case on the subject of the enforcement of settlement agreements. "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." Audubon Assoc. Ltd. Partnership v. Barclay Stubbs, 225 Conn. 804, 811, 626 A.2d 729 (1993). It is, then, the duty of the court to examine the agreement between the parties and see if it meets this standard. "Once reached, a settlement agreement cannot be repudiated by either party. Whether the parties in fact concluded a settlement agreement is determined by `the intention of the parties manifested by their words and acts.' Hess v. Dumouchel Paper Co., 154 Conn. 343, 347, 225 A.2d 797 (1966). The intention of the parties is a question of fact, and when that is ascertained it is conclusive. Ballard v. Asset Recovery Management Co., 39 Conn.App. 805, 809, 667 A.2d 1298 (1995), cert. denied, 236 Conn. 906, 670 A.2d 1306 (1996). A settlement agreement, freely bargained, is recognized as binding upon the parties . . . In determining whether to enforce a settlement agreement, the intention of the parties is controlling and is the key consideration." (Citations omitted.) DAP Financial Management, Inc. v. MOR-FAM Elec., Inc., 1998 WL 638450, at *3 (Conn.Super., Sept. 4, 1998) (Silbert, J.).
The agreement that the parties signed is very clear. Neither party is arguing that the terms in the agreement itself are unclear. Instead, the plaintiff takes the position that it is unclear because it does not specify anything about releases by and between the parties, and, ultimately the parties could not agree on releases (particularly because of plaintiff's desire for the Clyne release which would not be forthcoming).
The factual circumstances before this court are similar to the matter of White v. Branchini, 1996 WL 176380 (Conn.Super., March 1, 1996) (Licari, J.) ( 16 Conn. L. Rptr. 264), in which the court was faced with a similar circumstance. Before that trial court was an agreement between the parties to settle the claims in the lawsuit between the parties for $32,000. The agreement did not include any reference to releases. Subsequent to the agreement the plaintiff, who had a change of heart, argued that the agreement was not clear and unambiguous because it did not include "what the release language would be or who would be released." The court, referring to the agreement that was made, stated: "These terms are undisputed. They are enough. Such agreements are commonplace. The release is incidental not essential." Id. at *1. The court concluded that there was a clear and unambiguous, and therefore enforceable, agreement. The court then indicated it would enter judgment in accordance with the terms of the agreement unless a withdrawal was filed within 60 days.
The signed written "settlement" agreement between the parties is specific as to valuation of the property, changes to be made to the plaintiffs' field card, payment of settlement costs and repayment of tax overpayment plus interest at a specified rate, to be paid by the defendants to the plaintiff. Each provision of the Settlement, and the Settlement as a totality, is clear and unambiguous. None of those provisions are dependent on matters outside of the Settlement (with the exception of this court making the appropriate findings as to valuation) for the mutual provisions and agreements contained therein to be accomplished.
The court finds that the language of the agreement is clear and unambiguous and that it is not rendered ambiguous by its failure to include language mandating releases of any parties. Further, the court notes had there been such language, it could not in any case have included Clyne who was not a party to the litigation. Clyne received no consideration as a part of this Settlement to execute a release. One of the principles behind the enforceability of an agreement to settle litigation is that there are mutual promises by and between and among the parties. This would not, then, in any case have included Clyne. That the parties attempted later, after the execution of the agreement, to accommodate each in the execution and exchange of releases does not mean they were an integral part of the agreement. They are settlement documents that are typically incidental between parties once a settlement is reached. The problem of them being something more than merely incidental did not arise until a release was sought from a non-party.
It should be noted that all of the parties to this litigation had agreed to execute and exchange releases.
The settlement that the parties entered into included very specific terms. It was not an agreement subject to specific important provisions yet to be worked out as was before the court in Nowakowski v. NB Manufacturing Company, 2000 WL 33158585 (Conn.Super., Nov. 14, 2000) (Kremski, J.), a trial court decision relied upon by the plaintiffs. Nowakowski is inapposite. There, the parties had not made provision for the terms of a promissory note and security, but had instead left that to be worked out by the parties. Id. at *2 When they could not work those important terms out is when the court after hearing found the agreement incomplete. In the instant matter, the parties did not reserve as a part of their settlement any terms regarding releases to be worked out. Releases were not even mentioned in the agreement. In Nowakowski the parties specifically referenced the important terms of the note and security as matters yet to be agreed on.
Similarly, the plaintiffs inappropriately rely on Moore v. Lieberman, 2001 WL 490777 (Conn.Super., April 23, 2001) (Gilardi, J.), a Superior Court decision where a court declined to enforce an agreement as to a settlement price, but the parties had yet to agree on the tax status of the sum and the form of mortgage security for the payment Id. at *3. There again, the terms left to be decided are significant; they are not merely incidental.
Finally, in determining whether or not the parties entered into an unambiguous, enforceable agreement, the court examines the parties' intent at the time they entered into the agreement. "The critical time for analyzing whether an authorized settlement has been achieved is at the moment of the settlement . . ." Pitruzello v. Muro, 2003 WL 109070, at *3 (Conn.Super., Feb. 27, 2003) (Sferrazza, J.). The plaintiffs through Ms. Massey reported to the court that they had come to a settlement agreement, and then detailed the particulars of the agreement. All those present when the Settlement was executed agree that the parties intended the agreement to end the litigation between them. Mr. Massey testified that in telephone calls with his wife that day that he agreed to the Settlement as long as it ended all the litigation. Paraphrasing the Pitruzello court, "The court finds that, at the time of this authorization both plaintiffs were aware of each and every provision of the proposed settlement . . . the court finds that [Ms. Massey] was expressly authorized to settle the case on the proposed terms without subsequent discussion or confirmation by the plaintiffs." Id., *2.
Mr. Massey testified that the parties had matters before the Freedom of Information Commission that he wanted ended as well; however, they, like Ms. Clyne, included matters raised at a subsequent point in time that are far beyond the four corners of the litigation and the parties here. Certainly, neither he nor Ms. Massey put anything into the Stipulation that the agreement was contingent on these matters; nor did they in their report to the court a short two days later.
The court concludes from the clear and specific language of the agreement and the plaintiffs' own written statements shortly after the agreement execution as well as from the credible evidence from the hearing of the matter before the court that the parties intended to enter into a binding and final agreement terminating all the matters in the instant litigation brought by the plaintiffs against the defendants. DAP Financial Management Co. v. Mor-Fam Electric, Inc., 59 Conn.App. 92, 98, 755 A.2d 925 (2000).
The motion is granted.
The defendants shall file, within fifteen (15) days hereof, a proposed finding of fact regarding the value of the real estate, accompanied by the parties fair market value appraisals of the same. The court thereafter will review the proposed finding of fact as to value and enter judgment in accordance with the facts as found by the court and the parties' Stipulation, unless a meritorious objection is received within fifteen (15) days of the date of the proposed findings of fact, as to the matters specifically within the submitted proposed finding of fact.