Santos v. Massad-Zion Motor Sales Co.

160 Conn.App. 12

123 A.3d 883

Valdemiro SANTOS

v.MASSAD–ZION MOTOR SALES CO., INC., et al.

No. 36986.

Appellate Court of Connecticut.

Argued May 20, 2015.

Sept. 22, 2015.

Richard F. Connors, North Haven, for the appellants (defendants).

Catherine L. Creager, Fairfield, with whom, on the brief, was Kevin A. Coles, for the appellee (plaintiff).

LAVINE, BEACH and ALVORD, Js.

Opinion

BEACH, J.

The defendants, Massad–Zion Motor Sales Co., Inc. (Massad–Zion), David Massad, and Steven Zion,¹ appeal from the judgment of the trial court enforcing a settlement agreement purportedly entered into by the defendants and the plaintiff, Valdemiro Santos. The defendants claim that the court erred because the parties had not reached a clear and unambiguous agreement as to the terms of a confidentiality provision, an essential component of the parties' settlement agreement. We agree and, accordingly, reverse the judgment of the trial court.

The plaintiff instituted an action against the defendants on April 2, 2012. The complaint alleged that, in contravention of the plaintiff's employment contract, the defendants, a Wallingford retail auto dealership, which was the plaintiff's former employer, and two of its owners, knowingly and intentionally concealed from the plaintiff the amount of the monthly gross sales of vehicles in order to reduce the amount of bonuses it had to pay to the plaintiff. The defendants denied this claim in their answer.

On April 28, 2014, the court, Hon. John W. Moran, judge trial referee, held a pretrial conference during which the parties, represented by counsel, discussed a potential settlement. During the two hour negotiation, the parties agreed to an amount to be paid by the defendants' insurer, an amount to be paid by the defendants themselves, how the amount was to be divided between attorney's fees and damages, and to include a mutual nondisparagement and nondisclosure provision (confidentiality provision).² The parties represented to the court that they had reached an agreement; all that remained was for the defendants' lawyer, Richard Connors, to draft a confidentiality provision and to submit it to the plaintiff's lawyer, Catherine L. Creager, for her review.

On May 6, 2014, the plaintiff filed a motion to enforce the settlement agreement. On June 6, 2014, the defendants filed an objection to the motion on the ground that the plaintiff had breached confidentiality—a term of the settlement agreement—before the specific terms could be agreed upon, and, as such, the settlement agreement was unenforceable.

On June 9, 2014, the court, Matasavage, J., held an evidentiary hearing on the motion to enforce the settlement agreement. See Audubon Parking Associates Ltd. Partnership v. Barclay & Stubbs, Inc., 225 Conn. 804, 811, 626 A.2d 729 (1993) (holding that settlement agreements may be summarily enforced within framework of original action); see also Vance v. Tassmer, 128 Conn.App. 101, 105, 16 A.3d 782 (2011) (trial court conducted evidentiary hearing to enforce settlement agreement pursuant to Audubon Parking Associates Ltd. Partnership ), appeal dismissed, 307 Conn. 635, 59 A.3d 170 (2013) (certification improvidently granted). The plaintiff offered two witnesses, Creager and Frank McGovern, a former Massad–Zion employee, to refute the allegation that he breached confidentiality. The following evidence was presented to the trial court.

Before leaving the courthouse after the April 28, 2014 settlement negotiation, Creager instructed the plaintiff that “he shouldn't talk about the case to anyone and if anyone approached him about the case, all he should say was that it had settled.” On May 5, 2014, Connors telephoned Creager and told her that the settlement agreement was “off.” In a subsequent e-mail, Connors explained that the plaintiff had breached the “condition of confidentiality” by disclosing to a third party the total settlement amount, the amount that the insurance company was to pay, and the amount the defendants planned to contribute. Creager testified that she assured Connors that the plaintiff could not possibly have disclosed such information as she had never informed the plaintiff what portion of the settlement the insurance company was supplying and what portion was the defendants' responsibility.

Creager telephoned the plaintiff to relay the conversation. Creager testified that the plaintiff had denied speaking with anyone about the settlement amount, but he did mention that Judy Miller had approached him.³ Miller, the former fiancée of Zion, was then engaged to McGovern, who was deciding whether to pursue his own claim alleging a similar cause of action against the defendants. The plaintiff told Creager that Miller had approached him and congratulated him on reaching a settlement with the defendants. The plaintiff asserted to Creager that he did not discuss any details of the settlement with Miller; he merely acknowledged the existence of the settlement when accepting her congratulations. Creager replied to Connors in an e-mail reiterating that she had never disclosed the insurance payment information to the plaintiff, and that the plaintiff denied breaching confidentiality.

Despite assurances from the plaintiff that he had not discussed the details of the settlement, the defendants maintained that the plaintiff had “breached the condition of confidentiality” by discussing the settlement with either Miller or McGovern. McGovern testified that he had followed the plaintiff's case closely by subscribing to an e-mail notification system that reported on case developments, and when the case was taken off the trial list, he assumed the case had settled. McGovern then telephoned Miller and told her that he thought the plaintiff and the defendants had reached a settlement agreement. The defendants did not introduce any evidence to contradict McGovern's testimony.

At the hearing, both parties acknowledged that they had entered into a settlement agreement subject to the incorporation of the confidentiality provision. Connors maintained that the terms of the confidentiality provision had yet to be negotiated and agreed upon, while Creager insisted that the terms had already been established and needed only to be “draft[ed]” and “review [ed].”⁴ The court found that (1) there was a clear and unambiguous agreement as to the amount of the settlement, and (2) there was an agreement for nondisclosure, the memorialization of which was merely executory.⁵ Recognizing that, in order to enter an enforceable judgment, the court would have to enter the settlement amount into the record, thereby rendering such amount public and defeating the purpose of the confidentiality provision, the court granted the parties additional time to execute a confidentiality agreement on their own. See Suffield Development Associates, Ltd. Partnership v. National Loan Investors, L.P., 97 Conn.App. 541, 560–61 n. 19, 905 A.2d 1214 (2006) (judgment must specify any monetary amount owed with certainty to be enforceable).

When the parties returned to court on June 17, 2014, they had not been able to reach an agreement on their own, and the court granted the plaintiff's motion to enforce the settlement agreement, suggesting that the defendants could not accuse the plaintiff of breaching an agreement while simultaneously claiming there had been no agreement. The court found that the parties had reached a clear and enforceable settlement agreement. The court ordered the defendants to pay the plaintiff $105,000 without costs, and ordered the parties not to disclose the terms of the settlement to anyone other than their attorneys, accountants, or other entities as required by law, and to refrain from mutual disparagement. This appeal followed.

The defendants challenge the court's legal conclusion that the settlement agreement was clear and unambiguous; they argue that an element of the agreement, the confidentiality provision, was incomplete and that the court, therefore, erred in enforcing the settlement agreement. The plaintiff argues that the court had before it sufficient evidence on which to reach its conclusion that the settlement agreement was enforceable. Such evidence included Creager's notes from the April 28 settlement discussion, Creager's notes from her telephone conversation with Connors, and the e-mail sent by Connors alleging the plaintiff “breached the condition of confidentiality.” This evidence does not render the settlement agreement unambiguous, however, because it fails to provide any substantive information as to the terms of the confidentiality provision.

We begin with the general principles that guide our review. “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 Parking Associates Ltd. Partnership v. Barclay & Stubbs, Inc., supra, 225 Conn. at 811, 626 A.2d 729. “The court's determination as to whether a contract is ambiguous is a question of law; our standard of review, therefore, is de novo.” (Internal quotation marks omitted.) Electric Cable Compounds, Inc. v. Seymour, 95 Conn.App. 523, 529, 897 A.2d 146 (2006) ; see Amica Mutual Ins. Co. v. Welch Enterprises, Inc., 114 Conn.App. 290, 294, 970 A.2d 730 (2009). “A contract is unambiguous when its language is clear and conveys a definite and precise intent.... In contrast, a contract is ambiguous if the intent of the parties is not clear and certain from the language of the contract itself.... If the language of the contract is susceptible to more than one reasonable interpretation, the contract is ambiguous.” (Internal quotation marked omitted.) Electric Cable Compounds, Inc. v. Seymour, supra, 95 Conn.App. at 529, 897 A.2d 146.

We agree with the defendants that the settlement agreement was not clear and unambiguous and consequently was unenforceable. Although the parties allow that the settlement agreement was to contain a confidentiality provision, and that...