WiFiLand, LLP v. Hudson ( 2014 )

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WIFILAND, LLP v. MARY HUDSON ET AL.
(AC 34977)
(AC 36100)
Keller, Prescott and Sullivan, Js.
Argued May 27—officially released September 23, 2014
(Appeal from Superior Court, judicial district of
Stamford-Norwalk, Genuario, J.)
Christopher G. Winans, for the appellant-appellee
(plaintiff).
David P. Burke, for the appellees-appellants
(defendants).
Opinion
PRESCOTT, J. This consolidated appeal arises from
a breach of contract action brought by the plaintiff,
WiFiLand, LLP, against the defendants Mary Hudson,
George Hudson, and St. Louis RV Park.1 The plaintiff
appeals, and the defendants cross appeal, from the judg-
ment rendered after a trial to the court in favor of the
plaintiff and awarding it $1 in nominal damages, and
from the court’s subsequent order awarding the plaintiff
$5000 in attorney’s fees. The defendants also appeal
from the court’s judgment denying their motion to
enforce a postjudgment settlement agreement. As to the
judgment on the complaint and the subsequent award
of attorney’s fees, the defendants claim that the court
improperly found that the defendants breached the par-
ties’ agreement;2 and the plaintiff claims that the court
improperly (1) failed to consider the parties’ stipulation
regarding damages and (2) awarded only $5000 in attor-
ney’s fees.3 The defendants additionally claim that the
court failed to find that there was an enforceable post-
judgment settlement agreement. We affirm the judg-
ments of the trial court.
The following facts and procedural history are rele-
vant to our resolution of this appeal. The plaintiff pro-
vides wireless internet services to recreational vehicle
(RV) parks and campgrounds throughout the United
States. The defendants operate an RV park in St. Louis,
Missouri, where RV owners can rent space on a daily,
weekly, or monthly basis. In March, 2010, the parties
entered into a ‘‘license agreement’’ (agreement), in
which the plaintiff agreed to install various equipment
on the defendants’ property, as well as provide wireless
internet services to the defendants’ RV park so that
its customers could purchase internet access during
their stay.
The plaintiff arranged for a third party technician,
Terry Mitchell, to install the plaintiff’s equipment on the
defendants’ premises, and the defendants were satisfied
with the plaintiff’s services until late April, 2010.
Between late April and June, 2010, during the defen-
dants’ busy season, several of the defendants’ guests
experienced trouble accessing and using the internet,
and communicated their dissatisfaction to both the
defendants and the plaintiff. In late June, 2010, the sys-
tem stopped working altogether for a short period of
time.
Internet service subsequently was restored, but a
variety of issues continued to exist. On several
instances thereafter, the defendants informed the plain-
tiff that their customers were not satisfied with the
quality of the internet service provided. The defendants
made various good faith efforts to attempt to improve
the internet service at the park, but, notwithstanding
those efforts and multiple communications between the
plaintiff and the defendants, the defendants were never
satisfied with the quality of the internet service.
In late October, 2010, there was another more
extended internet outage. At the plaintiff’s request,
Mitchell returned to the defendants’ facility to investi-
gate the issue. After investigating, Mitchell communi-
cated to the defendants that there was nothing he could
do to get the system to operate correctly.
On or about November 26, 2010, Mary Hudson, on
behalf of the defendants, sent a letter to the plaintiff
stating: ‘‘Be advised that there is no contract nor was
one executed. You have ten days to remove your equip-
ment.’’4 In response, on December 7, 2010, the plaintiff
sent a second letter to the defendants notifying them
that it considered the defendants to be in material
breach of the agreement, for, among other things, termi-
nating the agreement without providing proper ade-
quate notice and an opportunity to cure the alleged
breach.
The plaintiff initiated this action and filed a one count
complaint dated January 18, 2011, alleging breach of
contract. The action subsequently was tried to the court,
Genuario, J. In its May 7, 2012 memorandum of deci-
sion, the court concluded that the defendants had
breached the agreement by ‘‘insisting [that] the plaintiff
remove its equipment without providing the plaintiff
with the [forty-five] day period in which to cure any
failure on the part of the plaintiff to comply with the
material provisions of the agreement.’’ The court also
found that the plaintiff had failed to prove actual dam-
ages or that it was entitled to liquidated damages pursu-
ant to the liquidated damages clause of the agreement.
Accordingly, the court ordered the defendants to pay
$1 in nominal damages.
The plaintiff then filed a motion for attorney’s fees
on May 17, 2012, requesting the court to order the defen-
dants to pay more than $50,000 in attorney’s fees. The
court scheduled this motion for an evidentiary hearing
several times, but, after several continuances, the par-
ties consented to the court deciding the issue on the
basis of the affidavits, exhibits and memoranda on file.
On May 29, 2012, before the court decided the motion
for attorney’s fees, the plaintiff filed a motion to reargue
and for reconsideration of the underlying claim, seeking
both the right to reargue and the opportunity to offer
further evidence on damages. In its motion to reargue,
the plaintiff contended that the court should have
awarded it $23,281.08 in damages because, according
to the plaintiff, the defendants had stipulated at trial
as to this amount of damages. The court granted the
motion to reargue and held a hearing on July 9, 2012.
After hearing argument from all parties, the court
affirmed its prior decision ordering the defendants to
pay $1 in nominal damages.
On August 21, 2012, the plaintiff filed this appeal,
challenging the award of only nominal damages, and,
on September 10, 2012, the defendants cross-appealed,
challenging the court’s finding that they breached the
agreement.
On May 6, 2013, the court granted the plaintiff’s
motion for attorney’s fees and ordered the defendants
to pay $5000. The parties then amended their appeal and
cross appeal to challenge the award of attorney’s fees.
While those appeals were pending, the parties
entered into settlement negotiations. On July 19, 2013,
the defendants filed a motion to enforce an alleged
agreement between the parties to settle the underlying
breach of contract case, the plaintiff’s appeal and the
defendants’ cross appeal. On September 9, 2013, the
court held an evidentiary hearing on that matter, and,
thereafter, denied the defendants’ motion to enforce
the alleged settlement agreement. The defendants filed
a timely appeal from that ruling on September 26, 2013,
and, on October 22, 2013, the defendants moved to
consolidate that appeal with the earlier amended appeal
and amended cross appeal relating to the court’s origi-
nal judgment and award of attorney’s fees. This court
granted the defendants’ motion to consolidate on Octo-
ber 28, 2013. Additional facts will be set forth as nec-
essary.
I
We first address the defendants’ claim that the court
improperly found that they had breached the parties’
agreement by terminating it without providing the plain-
tiff with forty-five days written notice and an opportu-
nity to cure the alleged breach. The defendants argue
that because they terminated the agreement solely on
the basis of the internet system’s failure to function and
provide internet service for their customers properly,
rather than on any claimed breach of the agreement by
the plaintiff, no forty-five day notice and opportunity
to cure was required. We conclude that the court’s find-
ing that the defendants breached the agreement was
not clearly erroneous.
‘‘Ordinarily, the determination of whether a contract
has been materially breached is a question of fact, sub-
ject to the clearly erroneous standard of review. . . .
A finding of fact is clearly erroneous when there is no
evidence in the record to support it . . . or when
although there is evidence to support it, the reviewing
court on the entire evidence is left with the definite and
firm conviction that a mistake has been committed.’’
(Citations omitted; internal quotation marks omitted.)
Strouth v. Pools by Murphy & Sons, Inc., 79 Conn. App.
55, 59–60, 829 A.2d 102 (2003).
In the present matter, paragraph twelve of the
agreement, titled ‘‘Default,’’ provides in relevant part:
‘‘(a) In the event of [the plaintiff’s] default in compliance
with any material provision of this [agreement], [the
defendants] may, at [their] option, upon [forty-five]
days written notice, terminate this [agreement]. . . .
(c) In the event of [plaintiff’s] failure to comply with
any material provision of this [agreement], which failure
is not cured within forty-five . . . days after receipt of
written notice thereof from [the defendants] . . . [the
defendants] may, at [their] option, terminate this
[agreement].’’ (Emphasis added.) Accordingly, pursu-
ant to the clear and unambiguous terms of the
agreement, before the defendants could terminate the
parties’ agreement on the basis of a failure to receive
any agreed upon services pursuant to a material provi-
sion of the agreement, the defendants were required to
give the plaintiff forty-five days written notice and an
opportunity to cure the service issues.
The defendants do not claim that the language of
paragraph twelve is ambiguous or that the court misin-
terpreted that provision in ruling in favor of the plaintiff.
They also do not claim that the November 26, 2010
letter, which requested that the plaintiff remove its
equipment, thereby terminating services, substantially
complied with the notice and cure provisions of para-
graph twelve. Rather, the defendants argue that para-
graph twelve was inapplicable because they were not
terminating the agreement due to a breach and their
letter did not expressly state that the plaintiff was in
material breach of the agreement. Alternatively, even if
applicable, the defendants argue that they were excused
from complying with the notice and cure provisions of
paragraph twelve because doing so under the circum-
stances would have been futile.
The defendants’ first argument lacks merit. The
November 26, 2010 letter consisted of two sentences:
‘‘Be advised that there is no contract nor was one exe-
cuted. You have ten days to remove your equipment.’’
In considering the defendants’ intent in sending the
November 26, 2010 letter, the court took into account
Mary Hudson’s trial testimony that the first statement
was a mistake and that the defendants in fact under-
stood that their agreement with the plaintiff remained in
effect, but that they wanted to terminate that agreement
because of the poor quality of the internet service being
provided. Thus, the defendants sought to terminate the
agreement on the basis of the plaintiff’s failure to pro-
vide the quality of internet service agreed upon. The
defendants certainly were entitled to terminate the
agreement on that basis provided that they also com-
plied with paragraph twelve’s notice requirement and
the plaintiff failed to remedy the situation within forty-
five days of receiving the written notice of termination.
Nothing in paragraph twelve required the defendants
to expressly state in their notice letter that they sought
to terminate the agreement on the basis of a material
breach by the plaintiff, and, thus, their decision to avoid
stating such did not excuse their obligation to comply
with the notice provision.
As for the defendants’ second argument—that giving
the requisite notice would have been futile and ‘‘[t]he
law does not require the performance of a futile act’’;
Luttinger v. Rosen, 164 Conn. 45, 47, 316 A.2d 757(1972); the court disagreed, and found on the basis of
the evidence presented that proper notice would not
necessarily have been futile. The defendants have failed
to persuade us that the court’s finding was clearly
erroneous.
With respect to the defendants’ futility claim, the
court found: ‘‘The evidence indicates that the system
was operational at least to some extent and that the
reasons for the lack of satisfaction of many of the cus-
tomers had never been determined. A [forty-five] day
cure period might well have resulted in more effort on
the part of the plaintiff to finally address and resolve
the issue. While the evidence certainly reveals growing
dissatisfaction with the system on the part of the defen-
dants, and a growing dissatisfaction, and perhaps even
condescension, on the part of the plaintiff with the
defendants, the evidence also reveals that, prior to the
November [26, 2010] notice sent by the defendants, the
parties did respond to each other’s communications.’’
Because there is ample evidence in the record that
supports the subordinate facts upon which the court
based its decision, and because we are not left with a
‘‘definite and firm conviction’’ that the court committed
an error in this case; Strouth v. Pools by Murphy &
Sons, Inc., supra, 79 Conn. App. 559–60; we conclude
that the court’s finding regarding futility was not clearly
erroneous. In sum, we reject the defendants’ claim that
the court improperly found that they had breached the
parties’ agreement.
II
We turn next to the plaintiff’s claim that, in awarding
only nominal damages, the court improperly failed to
consider the parties’ alleged stipulation regarding dam-
ages. The plaintiff argues that the parties stipulated on
the record that the gross revenue the plaintiff would
have collected over the remainder of the agreement
would have been $23,281.08, and that that amount
would be the appropriate amount of damages, pursuant
to the agreement’s liquidated damages clause, if the
plaintiff prevailed on its claim of breach of contract.
The plaintiff, therefore, argues that the court’s decision
awarding the plaintiff only nominal damages is inconsis-
tent with the stipulation between the parties, and, thus,
should be reversed. We disagree.
The following facts are necessary for our resolution
of this claim. In its case-in-chief, the plaintiff called
John Borg, its managing partner, to discuss, inter alia,
the average gross monthly revenue the plaintiff made
during the six months that the plaintiff’s equipment was
installed at the defendants’ facility. To support Borg’s
testimony, the plaintiff entered into evidence a docu-
ment prepared for use at trial detailing the plaintiff’s
calculation of the average gross monthly revenue over
the six months preceding the termination of the
agreement and its calculation of the damages due under
the agreement based on that figure.
During Borg’s testimony on the figures and calcula-
tions, the following exchange occurred between the
court and counsel for the defendants:
‘‘[The Defendants’ Counsel]: Your Honor, just to save
the court time, I’m going to stipulate to all of this. I’m
still going to object to the exhibit.
‘‘The Court: I understand.
‘‘[The Defendants’ Counsel]: But I will stipulate to all
the mathematical computations. I will agree that if the
mathematical computations were correct, the number
would [be] $23,281.08. Are you going to offer it now?
‘‘[The Plaintiff’s Counsel]: Thank you . . . .
‘‘[The Defendants’ Counsel]: Okay, stipulating.
‘‘The Court: Seventy-six months, and it’s 23,000?
‘‘[The Defendants’ Counsel]: [$23,281.08] would be
the damages per the contract based on this exhibit.
Now I’m going to object to this exhibit.’’
Following the conclusion of evidence on the second
day of trial, the court, sua sponte, noted that a term
seemed to be missing in the liquidated damages clause
of the agreement. The clause provided: ‘‘Upon termina-
tion by [the plaintiff] for [c]ause pursuant to this sec-
tion, [plaintiff] shall be entitled to elect, in lieu of money
damages, an award of liquidated damages in the lesser
amount of [f]ifty [t]housand [d]ollars ($50,000.00) or
the amount of average monthly during the six-month
period preceding the termination realized by [the plain-
tiff] for the provision of [c]ommunications [s]ervices
multiplied by the number of months remaining in the
then-current term for each such breach or violation.’’
(Emphasis added.) The court found that there was a
missing term between the words ‘‘monthly’’ and
‘‘during.’’
In its brief submitted after trial, the plaintiff argued
that the missing term was gross revenues. The defen-
dants, however, argued that the clause lacked a material
term, which made it ambiguous, and, therefore, it
should not be applied. In any event, the court reasoned
in its memorandum of decision that the clause should
be construed against the plaintiff as the party who
drafted the contract. See Sturman v. Socha, 191 Conn.
1, 9, 463 A.2d 527 (1983) (‘‘[i]t is generally accepted
. . . that when two or more meanings may fairly be
given to language in a contract, the language is to be
construed against the one who drew it . . . and, like-
wise, the language of a contract is typically construed
most strongly against the party whose language it is and
for whose benefit it was inserted’’ [citation omitted]).
The court found that the plaintiff drafted the
agreement and that its construction would ‘‘tend to
award the plaintiff damages in excess of the profit it
would have realized in absence of a breach.’’ In light of
those findings, the court determined that the plaintiff’s
interpretation of the agreement was not equitable or
fair, and concluded that the plaintiff did not prove that
it was entitled to receive damages under the liquidated
damages clause. Additionally, the court concluded that
the plaintiff also failed to prove actual damages and,
thus, awarded the plaintiff nominal damages of $1.
At the hearing on the motion to reargue, the plaintiff
argued that the parties had stipulated that the damages
under the agreement would be the average monthly
gross revenue, which equaled $23,281.08. The court con-
cluded that ‘‘the stipulation was to the mathematical
calculations set forth in a contested exhibit and nothing
else.’’ We now turn to the plaintiff’s claim.
We begin our discussion of the plaintiff’s claim with
our well established standard of review. ‘‘[A] stipulation
of the parties is to be regarded and construed as a
contract. . . . In giving meaning to the terms of a con-
tract, we have said that a contract must be construed
to effectuate the intent of the contracting parties. . . .
We review the court’s determination of the parties’
intent, when the language of the stipulation is ambigu-
ous, as we would review a factual conclusion. . . . We
will uphold the court’s factual findings unless those
findings are clearly erroneous. . . .
‘‘A finding of fact is clearly erroneous when there is
no evidence in the record to support it . . . or when
although there is evidence to support it, the reviewing
court on the entire evidence is left with the definite
and firm conviction that a mistake has been committed
. . . .’’ (Citation omitted; internal quotation marks
omitted.) Mariculture Products Ltd. v. Certain Under-
writers at Lloyd’s of London, 110 Conn. App. 668, 675,
955 A.2d 1206 (2008).
After reviewing the record, we conclude that the
court’s finding that the parties’ stipulation was limited
only ‘‘to the mathematical calculations set forth in a
contested exhibit’’ is not clearly erroneous. As the
record plainly reflects, counsel for the defendants spe-
cifically stated that he only agreed to ‘‘all the mathemati-
cal computations,’’ and that ‘‘[$23,281.08] would be the
damages per the contract based on this exhibit.’’
(Emphasis added.) This stipulation must be read in
context with counsel’s repeated objection to the admis-
sibility of the exhibit as a whole. Under these circum-
stances, the statement of the counsel for the defendants
agreeing to the accuracy of the calculations in the
exhibit cannot be fairly construed to mean that the
defendants were conceding that the exhibit was admis-
sible or that the figure in the exhibit established the
proper amount of damages under the liquidated dam-
ages clause. For these reasons, we cannot conclude that
the court’s finding regarding the extent of the parties’
stipulation is clearly erroneous. The plaintiff’s claim,
therefore, fails.
III
The plaintiff also claims that the court abused its
discretion by awarding only $5000 in attorney’s fees.
The plaintiff argues that the agreement provided that
the prevailing party in a breach of contract action is
entitled to recover reasonable attorney’s fees and costs,
that it was the prevailing party, and that the evidence
submitted demonstrated that the plaintiff’s legal bills
totaled more than $50,000. More specifically, the plain-
tiff argues that the court improperly considered the
conduct of the parties and the history of the proceedings
to determine whether the amount of attorney’s fees
requested by the plaintiff was reasonable. Accordingly,
the plaintiff argues that the court abused its discretion
and requests that we reverse the court’s order, and
remand the case for a proper calculation of attorney’s
fees. We disagree.
The following additional facts are necessary for our
review of this claim. In its May 6, 2013 order granting
the plaintiff an award of attorney’s fees, the court noted
that it ‘‘considered the nature of the litigation . . . the
conduct of the parties . . . the history of the proceed-
ings . . . the hourly rates charged by the plaintiff’s
counsel and the amount of hours billed, and the results
obtained.’’ The court then found that this case was ‘‘a
one count breach of contract claim’’ and that ‘‘both
parties share[d] responsibility for the failure of the con-
tractual relationship.’’ The court also found that ‘‘prior
claims of the plaintiff far exceed[ed] any reasonable
expectations or basis’’ and that the plaintiff ‘‘fail[ed] to
follow its own contractual provision requiring good
faith efforts at resolution as a precondition to litiga-
tion.’’ In light of those findings, the court awarded the
plaintiff $5000 in attorney’s fees.
‘‘Our standard of review of the plaintiff’s claim is well
defined. An award of attorney’s fees is not a matter of
right. Whether any award is to be made and the amount
thereof lie within the discretion of the trial court, which
is in the best position to evaluate the particular circum-
stances of a case. . . . A court has few duties of a
more delicate nature than that of fixing counsel fees.
The issue grows even more delicate on appeal; we may
not alter an award of attorney’s fees unless the trial
court has clearly abused its discretion, for the trial court
is in the best position to evaluate the circumstances of
each case. . . . Because the trial court is in the best
position to evaluate the circumstances of each case,
we will not substitute our opinion concerning counsel
fees or alter an award of attorney’s fees unless the
trial court has clearly abused its discretion.’’ (Citations
omitted; emphasis added; internal quotation marks
omitted.) LaMontagne v. Musano, Inc., 61 Conn. App.
60, 63–64, 762 A.2d 508 (2000).
With respect to the relevant legal principles, we have
often explained that Connecticut adheres to the ‘‘Ameri-
can rule’’ regarding attorney’s fees. Total Recycling Ser-
vices of Connecticut, Inc. v. Connecticut Oil Recycling
Services, LLC, 308 Conn. 312, 326, 63 A.3d 896 (2013).
‘‘Under the American rule, in the absence of statutory
or contractual authority to the contrary, a successful
party is not entitled to recover attorney’s fees or other
ordinary expenses and burdens of litigation . . . .
There are few exceptions. For example, a specific con-
tractual term may provide for the recovery of attorney’s
fees and costs . . . or a statute may confer such
rights.’’ (Citations omitted; internal quotation marks
omitted.) Id., 326–27. Paragraph twenty-seven of the
agreement, entitled ‘‘Disputes; Rights and Remedies;
Attorneys Fees’’ provides in relevant part, ‘‘The prevail-
ing party in any lawsuit or action based on this
[a]greement shall, in addition to any other relief granted
therein, be entitled to its reasonable attorney[’s] fees
and costs.’’
If a contractual provision allows for reasonable attor-
ney’s fees, ‘‘[t]here are several general factors which
may properly be considered in determining the amount
to be allowed as reasonable compensation to an attor-
ney. These factors are summarized in [rule 1.5 (a) of
the Rules of Professional Conduct].’’ O’Brien v. Seyer,
183 Conn. 199, 206, 439 A.2d 292 (1981); see also Crest
Plumbing & Heating Co. v. DiLoreto, 12 Conn. App.
468, 480, 531 A.2d 177 (1987). These factors include:
the time and labor required; the novelty and difficulty
of the questions involved; the skill requisite to perform
the legal service properly; the fee customarily charged
in the locality for similar legal services; the amount
involved and the results obtained; the time limitations
imposed by the client; the experience, reputation and
ability of the lawyer or lawyers performing the services,
and whether the fee is fixed or contingent. Rules of
Professional Conduct 1.5 (a).
The commentary to rule 1.5 provides that the factors
specified in the rule, however, are not exclusive. ‘‘[W]e
have explained previously courts . . . may rely on
their general knowledge of what has occurred at the
proceedings before them to supply evidence in support
of an award of attorney’s fees.’’ (Internal quotation
marks omitted.) Total Recycling Services of Connecti-
cut, Inc. v. Connecticut Oil Recycling Services, LLC,
supra, 308 Conn. 327.
In the present case, the court considered the nature
of the litigation, the conduct of the parties, the history
of the proceedings, the hourly rates charged by the
plaintiff’s counsel and the amount of hours billed, and
the results obtained. Although the plaintiff asserts that
the court is not legally authorized to rely on certain of
those factors, the plaintiff has not cited, nor have we
found, any authority that suggests that the court’s con-
sideration of any of these factors is not permitted. To
the contrary, we conclude that the factors directly relate
to the question of what is a ‘‘reasonable’’ attorney’s fee
award under the agreement and the circumstances of
this case.
As the trial court recognized, although the plaintiff
technically prevailed on its breach of contract claim,
its victory was essentially Pyrrhic. Additionally, given
the simplicity of the legal claims, the shared fault in
the breakdown of the contractual relationship and the
plaintiff’s failure to adhere to the agreement’s provision
requiring prelitigation dispute resolution, we cannot
conclude that the court abused its discretion in award-
ing the plaintiff only minimal attorney’s fees. Accord-
ingly, the plaintiff’s claim fails.
IV
Finally, we address the defendants’ claim that the
court erred by denying their motion to enforce a settle-
ment agreement. The defendants argue that the court
improperly concluded, following an evidentiary hearing
held pursuant to Audubon Parking Associates Ltd.
Partnership v. Barclay & Stubbs, Inc., 225 Conn. 804,
626 A.2d 729 (1993), that the settlement agreement was
not enforceable. We disagree.
The following facts are relevant to this appeal. During
the pendency of the appeal and cross appeal, the parties
engaged in settlement discussions. In response to an
offer from the defendants, plaintiff’s counsel sent the
following correspondence, which provided in relevant
part: ‘‘[The plaintiff] has agreed to accept the offer to
resolve the pending. . . actions for [an undisclosed
dollar amount]5 subject to the following: [the plaintiff]
requires a confidentiality agreement—drafted by [the
defendants]—regarding the settlement. The agreement
will bind [defense counsel and the defendants].’’ (Foot-
note added.)
On June 3, 2013, the defendants sent the plaintiff a
draft settlement agreement that included a confidential-
ity provision for its review. On June 4, 2013, the plaintiff
responded that it no longer wished ‘‘to pursue the settle-
ment of this matter at the [undisclosed dollar amount].’’
The defendants filed a motion to enforce the settle-
ment agreement on July 19, 2013. The defendants
claimed that, subsequent to sending the plaintiff the
settlement agreement with the proposed confidentiality
provision, but prior to the plaintiff’s June 4, 2013 corre-
spondence, both parties received a letter from the plain-
tiff’s former counsel claiming a ‘‘charging lien on any
counsel fees and other funds payable to the [plaintiff]’’
as a result of the present case. The defendants argued
that it was the notice of the lien, rather than any real
objection to the draft of the proposed confidentiality
provision, that caused the plaintiff to unreasonably
refuse to accept the confidentiality provision.
Following the evidentiary hearing on the motion to
enforce the settlement agreement, the court made the
following findings on the record: ‘‘I’m going to deny the
[defendants’] motion to enforce the alleged settlement
agreement. It seems to me that the plaintiff reserved to
itself the right to approve a confidentiality [provision].
Consistent with [the plaintiff’s] testimony and e-mails,
[the plaintiff] did not obligate [itself] to be reasonable
in the approval of the confidentiality [provision], nor did
[the plaintiff] obligate itself to respond with specifics
as to how the confidentiality [provision] would satisfy
the plaintiff.
‘‘In fact, consistent with the e-mails, the whole point
was to put 100 percent of the burden on the drafter,
and if the drafter couldn’t satisfy . . . the plaintiff, the
plaintiff would have the right to reject [the settle-
ment agreement].
‘‘[T]here is just not sufficient evidence before me
from which I can make a finding that the confidentiality
[provision], which clearly was an essential component
of the settlement agreement, was ever approved, and
there was no obligation on the part of the plaintiff to
respond in detail as to how the confidentiality [provi-
sion] should be altered in order to gain its approval.
[The plaintiff] particularly reserved to [itself] the right
to get an agreement without cost that would satisfy
[its] needs.
‘‘[The plaintiff] didn’t get it. [It] rejected what was
sent . . . whether other things impacted that or didn’t
impact that I don’t know, and I don’t think there’s
enough evidence before me from which I can make
such a finding.’’ The court then denied the defendants’
motion to enforce the settlement agreement.
We begin by setting forth our standard of review.
Because the defendants do not challenge the underlying
facts found by the court, but essentially challenge the
court’s legal conclusion that there was not an enforce-
able settlement agreement, ‘‘we must determine
whether that conclusion is legally and logically correct
and whether it finds support in the facts set out in the
memorandum of decision.’’ Nanni v. Dino Corp., 117
Conn. App. 61, 64–65, 978 A.2d 531 (2009); see also
Bowman v. 1477 Central Avenue Apartments, Inc., 203
Conn. 246, 256, 524 A.2d 610 (1987).
The court found that the confidentiality provision
was an essential component of the settlement
agreement and that the plaintiff never approved the
confidentiality provision drafted by the defendants. The
court further found that the plaintiff reserved the right
to reject the confidentiality provision and that the plain-
tiff did not obligate itself to respond with specifics as
to how the confidentiality provision must be amended
to satisfy the plaintiff. The defendants do not challenge
those findings.
We, therefore, conclude that the court’s conclusion
that there was not an enforceable settlement agreement
is legally and logically correct and is supported by the
facts set forth by the court on the record. A court may
only enforce a settlement agreement ‘‘when the terms
of the agreement are clear and unambiguous . . . and
when the parties do not dispute the terms of the
agreement.’’ (Citation omitted; internal quotation marks
omitted.) Thomsen v. Aqua Massage International,
Inc., 51 Conn. App. 201, 204, 721 A.2d 137 (1998), cert.
denied, 248 Conn. 902, 732 A.2d 178 (1999). The court
found that the parties had failed to agree to the terms
of the confidentiality provision, which was an essential
part of the settlement agreement. Accordingly, it was
proper for the court to conclude that the settlement
agreement was not enforceable.
The judgments are affirmed.
In this opinion the other judges concurred.
1
St. Louis RV Park is a Missouri general partnership. George Hudson and
Mary Hudson were the two general partners of the partnership during all
relevant periods.
2
The defendants also claim that if we conclude that the court improperly
found that they breached the agreement, the court’s decision to award the
plaintiff attorney’s fees must also be reversed. Because we conclude that
the court did not err in finding that the defendants breached the agreement,
we need not disturb the award of attorney’s fees on the basis of the defen-
dants’ claim.
3
Although the court rendered judgment on the complaint in favor of the
plaintiff, it is aggrieved for purposes of this appeal because the court did
not grant all of the damages and attorney’s fees that the plaintiff sought.
See Blue Cross/Blue Shield of Connecticut, Inc. v. Gurski, 47 Conn. App.
478, 481, 705 A.2d 566 (1998) (although prevailing party generally not
aggrieved for purposes of appeal, prevailing party can be aggrieved if relief
awarded falls short of relief sought).
4
During her testimony, Mary Hudson conceded that there was a contract
and that the first sentence of her letter was a mistake. She reiterated her
belief, however, that the quality of the internet service was poor and that
she wanted the equipment removed.
5
The dollar amount of the settlement has been redacted by agreement
of the parties in deference to the plaintiff’s request for confidentiality with
respect to the settlement, and because the dollar amount of the alleged
settlement is not germane to our analysis.