Boyd-Mullineaux v. Mullineaux

203 Conn.App. 664

249 A.3d 759

Jennifer BOYD-MULLINEAUX

v.Daniel MULLINEAUX

AC 43509

Appellate Court of Connecticut.

Argued January 19, 2021

Officially released April 6, 2021

Gary I. Cohen, Stamford, for the appellant (plaintiff).

Olivia M. Eucalitto, with whom, on the brief, was Gaetano Ferro, New Canaan, for the appellee (defendant).

Bright, C. J., and Alvord and DiPentima, Js.

DiPENTIMA, J.

The plaintiff, Jennifer Boyd-Mullineaux, appeals from the decision of the trial court denying her postjudgment motion for contempt as to a claimed arrearage for unallocated alimony and child support. She claims that the court incorrectly determined that, according to the parties’ separation agreement, she was not entitled to receive as unallocated alimony and child support a percentage of profit distributions received by the defendant, Daniel Mullineaux, from his purchased membership interest in a company. We affirm the judgment of the trial court.

The following facts and procedural history are relevant. The marriage of the parties was dissolved by the court, Emons , J. , in 2013, and the dissolution judgment incorporated by reference the parties’ separation agreement. Article III of the separation agreement provides in relevant part that the defendant shall pay the plaintiff unallocated alimony and child support based on percentages of his "Gross Annual Earned Income from Employment" (earned income from employment). (Internal quotation marks omitted.)

Throughout the relevant time period, the defendant was employed as a managing director by an investment company, Liquidity Finance, LLC (LLC). In 2014, the defendant accepted an appointment to become a member of Liquidity Finance, LLP (LLP), and, over time, he paid approximately $624,000 for his interest in the LLP. He received distributions as a member of the LLP and continued to earn commission income as an employee of the LLC. The defendant did not include the distributions he received as a member in his earned income from employment when calculating his support obligations. In June, 2018, the plaintiff filed a postjudgment motion for contempt seeking an order of arrearage. In this motion, she argued that she was entitled to an arrearage because the distributions were related to the defendant's employment, and, therefore, were included in the definition of earned income from employment contained in the parties’ separation agreement. The defendant filed an objection in which he argued that the income in dispute was not earnings "related to [his] employment," and, therefore, was properly excluded from his earned income from employment. (Internal quotation marks omitted.)

Following an evidentiary hearing, the court, M. Moore , J. , denied the motion for contempt. The court concluded that the distributions that the defendant received as a result of his membership in the LLP, which he had expended significant funds to purchase, were not included in the definition of earned income from employment as defined by the parties’ separation agreement. The plaintiff filed a motion for "reconsideration, correction, and/or clarification ...." In response, the court clarified that it had ruled on the plaintiff's June, 2018 motion for contempt, and it denied the plaintiff's request to reconsider its order. This appeal followed.

The plaintiff claims that the court incorrectly concluded that the distributions, which the defendant received as a result of his purchased interest in the company that employed him as a manager, were not included within the definition of earned income from employment in the separation agreement.¹ She contends that the distributions paid to the defendant as a result of his membership interest in the LLP must be included in his earned income from employment because the distributions arise from a source related to the services rendered by the defendant by way of past, current, or future employment. The defendant argues that the distributions were not derived from his employment with the LLC, and, therefore, the court correctly determined that they were excluded from his earned income from employment. We agree with the defendant.

The following principles guide our analysis. "Our interpretation of a separation agreement that is incorporated into a dissolution decree is guided by the general principles governing the construction of contracts. ... A contract must be construed to effectuate the intent of the parties, which is determined from the language used interpreted in the light of the situation of the parties and the circumstances connected with the transaction. ... [T]he intent of the parties is to be ascertained by 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. ... Where the language of the contract is clear and unambiguous, the contract is to be given effect according to its terms. A court will not torture words to import ambiguity where the ordinary meaning leaves no room for ambiguity .... Moreover, the mere fact that the parties advance different interpretations of the language in question does not necessitate a conclusion that the language is ambiguous." (Citations omitted; internal quotation marks omitted.) Eckert v. Eckert , 285 Conn. 687, 692, 941 A.2d 301 (2008).

In the present case, both parties agree that the separation agreement is clear and unambiguous as to the definition of earned income from employment contained in paragraph 3.5, but disagree as to whether the distributions are included within that clear definition. "If the language of a contract is clear and unambiguous, the intent of the parties is a question of law, subject to plenary review." Id.

We agree that the separation agreement clearly and unambiguously defines earned income from employment as "any and all earnings of any nature whatsoever actually received by the [defendant] in the form of cash or cash equivalents, or which the [defendant] is entitled to receive, from any and all sources relating to the services rendered by the [defendant] by way of his past, current or future employment ...." The separation agreement specifies that earned income from employment includes but is not limited to: "[S]alary and bonus, contract payments, commission payments, severance payments, and voluntary payments made to qualified and [nonqualified] retirement plans for his benefit, and if applicable, disability benefits. All deferred compensation including, but not limited to, deferred cash compensation, stock grants, stock units, and stock options shall be deemed [earned income from employment] in the year in which the [defendant] receives such items." The separation agreement expressly excludes from earned income from employment "[c]apital [g]ains, interest and dividends, and all other income earned by the [defendant] due to his investment of assets distributed to him in connection with this dissolution proceeding ...."

As found by the trial court, the defendant received income from two sources: commission income as an employee of the LLC, and distributions as a member of the LLP. These moneys were received by the defendant pursuant to the terms of two separate agreements, both of which were admitted into evidence at the hearing on the motion for contempt as full exhibits, specifically, a service agreement, which governed the defendant's employment with the LLC, and a members’ agreement, which concerned the distributions from the LLP. The parameters of the defendant's employment with the LLC, as managing director, were set forth in the service agreement, which provided a method of calculation of the defendant's compensation for his services. The members’ agreement, which identified the defendant as an initial member of the LLP, defined "[m]embers" as "any persons who are from time to time admitted as members of the LLP in accordance with the terms of this [a]greement and the [United Kingdom Limited Liability Partnerships Act 2000])." The members’ agreement required members, also referred to as initial members, to have...