Meridian Partners, LLC v. Dragone Classic Motorcars, Inc.

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MERIDIAN PARTNERS, LLC v. DRAGONE CLASSIC
MOTORCARS, INC., ET AL.
(AC 38085)
DiPentima, C. J., and Keller and Calmar, Js.
Argued October 18, 2016—officially released March 7, 2017
(Appeal from Superior Court, judicial district of
Fairfield, Arnold, J.)
Edward T. Murnane, Jr., for the appellants-cross
appellees (defendants).
Jeffrey Hellman, for the appellee-cross appellant
(plaintiff).
Opinion
CALMAR, J. The defendants, Dragone Classic Motor-
cars, Inc., Dragone Vintage Cars, NV, Inc., and Emanuel
Dragone, appeal from the judgment of the trial court
denying their motion to vacate a settlement agreement
that was entered into between the defendants and the
plaintiff, Meridian Partners, LLC. The plaintiff has filed
a cross appeal, challenging the denial of its motion for
contempt. We affirm the judgment of the trial court.
The following facts and procedural history, as found
by the trial court, are relevant to this appeal. By a
complaint dated February 14, 2014, the plaintiff alleged
that it was in the business of arranging financing for
specialized businesses. In August, 2012, the defendants,
dealers of antique automobiles, engaged the services
of the plaintiff to obtain financing and to perform other
services for the defendants. The plaintiff performed
services for the defendants; the defendants, however,
failed to pay the plaintiff for all of the work performed.
The plaintiff, therefore, instituted the present action
alleging that the defendants owed the plaintiff $170,000
for the services it had performed for the defendants.
On March 12, 2014, the plaintiff filed an application
for a prejudgment remedy. A hearing on this application
was scheduled for May 29, 2014. On that date, the parties
appeared before the court, Stodolink, J., and stipulated
to an agreement of the claims between the parties. The
court’s order dated May 29, 2014, provided: ‘‘The court
hereby accepts the following stipulation of the parties
as stated on the record: The defendant is to pay the
plaintiff $30,000 within twenty-one (21) days of today’s
date (5/29/2014) in good funds. In exchange the parties
agree to mutual releases and the action shall be with-
drawn with prejudice. The parties further agree that
mutual confidentiality agreements and mutual nondis-
paragement agreements shall be entered into.’’
On July 1, 2014, the plaintiff filed a motion to enforce
the settlement agreement. In this motion, the plaintiff
contended that although it had prepared a settlement
agreement reflective of the terms agreed upon in court,
the defendants refused to sign the agreement and,
instead, insisted upon various new terms that were not
included in the stipulated agreement. The plaintiff
argued that the defendants insisted that each of the
plaintiff’s principals and the plaintiff’s attorney sign the
settlement agreement personally and provide the defen-
dants with the plaintiff’s principals’ proof of identifica-
tion. On July 17, 2014, the defendants filed a cross
motion to enforce the settlement agreement. In this
motion, the defendants requested that the court
‘‘enforce the proposed settlement agreement . . .
incorporating into it the following requirements . . .
(1) the plaintiff’s three principals sign the proposed
settlement agreement individually; (2) each of the plain-
tiff’s three principals individually release the defen-
dants; (3) the plaintiff’s three principals provide copies
of their driver’s licenses; and (4) both [counsel for the
plaintiff] and [counsel for the defendants] sign the pro-
posed settlement agreement and agree to be bound by
the confidentiality provision of the settlement
agreement.’’
Following a hearing on September 4, 2014, the court,
Arnold, J., issued the following order: ‘‘The parties shall
execute mutual copies of one release form containing
the signatures of the three [principal] members of the
plaintiff LLC, who shall sign in their capacities as princi-
pal members of the plaintiff LLC, as well as, in their
individual capacities. The attorneys for the respective
parties, by agreement, will also affix their signatures
to said release form. At the time of the signing of the
release form, the individual parties signing the form
whether plaintiffs, defendants or persons authorized to
sign for the defendant corporations, shall present to
the notary public or duly authorized acknowledging
authority, proper legal identification (i.e., valid driver’s
license). The plaintiff LLC shall also provide a valid tax
identification number to the defendants. The parties
shall effectuate the exchange of the signed release docu-
ment and settlement funds within 30 days of today’s
date. The parties shall file a withdrawal of action form
with the clerk of court within 30 days, as well.’’ Neither
party appealed from this order.
On October 3, 2014, the defendants filed a motion to
vacate the settlement order.1 In this motion the defen-
dants contended that the parties could not agree on the
specific terms of the releases nor on the identities of
the parties who should execute the releases. Specifi-
cally, the defendants argued that the plaintiff was not
in existence in August, 2012, when it alleged that it
was engaged by the defendants to obtain commercial
financing. The defendants further argued that the three
individuals that the plaintiff claimed were principals of
the plaintiff were not listed as principals of the LLC
in the records of the Connecticut Secretary of State.
Instead, two other limited liability companies were
listed as principals of the plaintiff and the principals in
the other limited liability companies did not include
an individual named Michael Petralia (also known as
Michael Petraglia), the individual that the defendants
had dealt with concerning the underlying transaction.
The defendants argued that they had been unable to
verify the actual identity of that individual and that
without knowing the actual identities of the principals
of the plaintiff, they had no way of protecting them-
selves from future litigation concerning these claims.
On October 7, 2014, the plaintiff filed an objection
to the defendants’ motion to vacate, arguing that it had
complied with all of the terms of the September 4,
2014, order but the defendants had failed to do so. The
plaintiff also filed a motion for contempt in which it
argued that the defendants’ refusal to make the required
payment and to sign the required documents consti-
tuted wilful contempt of the court’s September 4, 2014
order. On November 3, 2014, the court denied the defen-
dants’ motion to vacate the settlement order.2 The court
also ordered the defendants to comply with the Septem-
ber 4, 2014 order within ten days and indicated that if the
defendants did not comply, the court would consider
whether they should be held in contempt at a hearing
scheduled for November 17, 2014. Following a hearing
on the motion for contempt on November 17, 2014, the
court continued the matter to December 1, 2014, for
payment of the settlement funds and the signing of the
settlement agreement and releases.3
On December 1, 2014, prior to the hearing before the
court, the defendants filed a second motion to vacate
the settlement order. In addition to the grounds raised
in their first motion to vacate, the defendants argued
that the plaintiff did not comply with the court’s order
to provide a valid tax identification number to the defen-
dants, but, rather, had provided the tax identification
number for a different entity. The defendants also
argued that the plaintiff had made false, libelous and
actionable statements about the defendants in direct
contravention of the nondisparagement clause of the
proposed settlement agreement. On December 1, 2014,
the court rejected the defendants’ arguments and claims
regarding the plaintiff’s tax identification number and,
thereafter, ordered the parties to submit briefs on all
remaining issues.
By a memorandum of decision dated May 29, 2015,
the court denied the plaintiff’s motion for contempt,
finding that the defendants were not in contempt of the
various orders of the court concerning the settlement
agreement entered into on May 29, 2014. The court also
denied the defendants’ second motion to vacate the
settlement order, finding that the terms of the May 29,
2014 settlement agreement were clear and unambigu-
ous and should be enforced, despite any disagreement
regarding the contents of the release and settlement
agreement form.
The defendants appeal from the judgment of the court
denying their motion to vacate the settlement order and
the plaintiff cross appeals from the denial of its motion
for contempt. Additional facts will be set forth as nec-
essary.4
I
The defendants argue on appeal that the court erred
in concluding that the parties had reached a clear and
unambiguous settlement agreement capable of being
enforced by the court. According to the defendants, the
agreement originally placed on the record was essen-
tially an outline, with the mutual releases, confidential-
ity agreement and nondisparagement agreement still to
be drafted, reviewed, assented to by the parties, and
executed. Further, the defendants contend that there
was no agreement regarding the identity of the actual
parties to be bound by the proposed contract. Finally,
the defendants argue that any failure of the parties to
perfect the settlement was the result of the plaintiff’s
bad faith.5 The plaintiff counters that the court properly
enforced the settlement agreement that the parties
placed on the record in court.
Before considering the merits of the defendants’
claims, we must address the procedural posture of this
case. Specifically, we note that the defendants did not
appeal from the court’s September 4, 2014 settlement
order. On October 3, 2014, the defendants filed their
first motion to vacate the settlement order, which the
court denied on November 3, 2014. The defendants did
not appeal from the denial of this motion to vacate. On
December 1, 2014, the defendants filed their second
motion to vacate, which argued, in addition to the
grounds raised in the first motion to vacate, that the
plaintiff had failed to comply with the court’s September
4, 2014 order to provide a valid tax identification num-
ber to the defendants and had also engaged in action-
able misconduct. The court denied the second motion
to vacate in its memorandum of decision on May 29,
2015. The defendants then filed the present appeal from
the denial of the second motion to vacate the settlement
order. Although captioned as a motion to vacate the
settlement order, the court appears to have treated the
second motion to vacate as a motion to reargue enforce-
ment of the settlement order, as it considered the merits
of the defendants’ claims regarding the enforcement of
the settlement order. See Torres v. Carrese, 149 Conn.
App. 596, 613, 90 A.3d 256 (‘‘[c]ourts analyze pleadings
for what they are, rather than what their titles state
they are’’), cert. denied, 312 Conn. 912, 93 A.3d 595
(2014). For purposes of this appeal, therefore, we will
treat the defendants’ second motion to vacate the settle-
ment order as a motion to reargue the enforcement of
the settlement order.6
‘‘The standard of review for a court’s denial of a
motion to reargue is abuse of discretion. . . . When
reviewing a decision for an abuse of discretion, every
reasonable presumption should be given in favor of its
correctness. . . . As with any discretionary action of
the trial court . . . the ultimate [question for appellate
review] is whether the trial court could have reasonably
concluded as it did. . . .
‘‘[T]he purpose of a reargument is . . . to demon-
strate to the court that there is some decision or some
principle of law which would have a controlling effect,
and which has been overlooked, or that there has been
a misapprehension of facts. . . . It also may be used
to address . . . claims of law that the [movant]
claimed were not addressed by the court. . . . [A]
motion to reargue [however] is not to be used as an
opportunity to have a second bite of the apple . . . .’’
(Internal quotation marks omitted.) Fortin v. Hartford
Underwriters Ins. Co., 139 Conn. App. 826, 843, 59 A.3d
247, cert. granted on other grounds, 308 Conn. 905, 61
A.3d 1098 (2013) (appeal withdrawn November 26,
2014).
With regard to settlement agreements, we begin by
noting that ‘‘[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. . . . A court’s authority to enforce a set-
tlement by entry of judgment in the underlying action
is especially clear where the settlement is reported to
the court during the course of a trial or other significant
courtroom proceedings.’’ (Citations omitted; internal
quotation marks omitted.) Audubon Parking Associ-
ates Ltd. Partnership v. Barclay & Stubbs, Inc., 225
Conn. 804, 811, 626 A.2d 729 (1993).
‘‘The court’s determination as to whether a contract is
ambiguous is a question of law; our standard of review,
therefore, is de novo. . . . A contract is unambiguous
when its language is clear and conveys a definite and
precise intent. . . . In contrast, a contract is ambigu-
ous 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.’’
(Citations omitted; internal quotation marks omitted.)
Santos v. Massad-Zion Motor Sales Co., 160 Conn. App.
12, 18, 123 A.3d 883, cert. denied, 319 Conn. 959, 125
A.3d 1013 (2015). ‘‘The test of disputation . . . must
be applied to the parties at the time they entered into
the alleged settlement. To hold otherwise would pre-
vent any motion to enforce a settlement from ever being
granted.’’ (Internal quotation marks omitted.) Nanni v.
Dino Corp., 117 Conn. App. 61, 67, 978 A.2d 531 (2009).
Finally, in a contract between commercial parties, there
is a presumption that the language is unambiguous. See
Orange Palladium, LLC v. Readey, 144 Conn. App. 283,
294, 72 A.3d 1191 (2013).
‘‘By contrast, [i]f the factual basis of the court’s deci-
sion is challenged, our review includes determining
whether the facts set out in the memorandum of deci-
sion are supported by the evidence or whether, in light
of the evidence and the pleadings in the whole record,
those facts are clearly erroneous. . . . A court’s deter-
mination is clearly erroneous only in cases in which
the record contains no evidence to support it, or in
cases in which there is evidence, but the reviewing
court is left with the definite and firm conviction that
a mistake has been made.’’ (Internal quotation marks
omitted.) Id., 291–92.
The defendants argue that after the stipulated
agreement was entered on the record, the mutual
releases, confidentiality agreement, and nondisparage-
ment agreement all still needed to be drafted, reviewed,
assented to, and executed. According to the defendants,
during the course of preparing these papers, the parties
reached an impasse over the identities of the principals
of the plaintiff and its various affiliates, and never con-
cluded a mutually agreeable contract.7 In support of
their argument that the agreement was not clear and
unambiguous, the defendants rely on WiFiLand, LLP
v. Hudson, 153 Conn. App. 87, 100 A.3d 450 (2014),
and Santos v. Massad-Zion Motor Sales Co., supra, 160
Conn. App. 12. We conclude, however, that these cases
are distinguishable from the present matter.
In WiFiLand, LLP v. Hudson, supra, 153 Conn. App.
90–93, the plaintiff, an Internet provider, and the defen-
dants, operators of a recreational vehicle park, entered
into settlement negotiations to resolve the pending mat-
ters between the parties. Pursuant to the settlement
agreement, the plaintiff agreed to accept the offer of
settlement in exchange for an undisclosed dollar
amount, subject to the plaintiff’s approval of a confiden-
tiality provision drafted by the defendants. Id., 104. After
the plaintiff rejected the defendants’ draft settlement
agreement that included a confidentiality provision, the
defendants filed a motion to enforce the settlement
agreement. Id., 105. The trial court denied the motion to
enforce, concluding 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.’’ Id., 106–107. We, therefore,
affirmed the trial court’s decision to deny the motion
to enforce the settlement agreement. Id., 107.
Similarly, in Santos v. Massad-Zion Motor Sales Co.,
supra, 160 Conn. App. 14, following settlement negotia-
tions, the parties reached an agreement as to the
amount to be paid by the defendants’ insurer, an amount
to be paid by the defendants themselves and how the
amount was to be divided between attorney’s fees and
damages. They also agreed to include a mutual nondis-
paragement and nondisclosure provision. Id. The par-
ties represented to the court that all that remained was
for the defendants’ lawyer to draft a confidentiality
provision and submit it to the plaintiff’s lawyer for her
review. Id. The plaintiff subsequently filed a motion
to enforce the settlement agreement. The defendant
objected 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.
Id. Following an evidentiary hearing, the court con-
cluded that the parties had reached a clear and enforce-
able settlement agreement; the court, therefore, granted
the plaintiff’s motion to enforce the settlement
agreement. Id., 16–17. On appeal, we reversed the judg-
ment of the trial court, stating: ‘‘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 the provision needed to be ‘draft[ed]’ and
‘review[ed],’ the agreement itself was not clear and
unambiguous because the agreement’s terms were
incomplete, and, thus, not certain, nor did the terms
‘[convey] a definite and precise intent.’ . . . Further,
the language of the agreement, as stated on the record,
was open to more than one reasonable interpretation.’’
(Citation omitted.) Id., 18–19.
WiFiLand, LLP, and Santos are distinguishable from
the present case in that the confidentiality provision in
those cases was an essential term of the settlement
agreement and the parties never agreed to the terms
of that provision. In the present case, there was no
dispute about the settlement agreement or its terms.
The court stated in its memorandum of decision that
the basic terms of the settlement agreement, as recited
in court, were undisputed. In fact, both parties filed
motions to enforce the settlement agreement that was
entered into in court. The defendants’ cross motion to
enforce the settlement agreement detailed the parties’
negotiation of the settlement via e-mail communica-
tions. This motion and the attached documents indicate
that the only disagreement between the parties involved
the plaintiff and its principals providing proof of identity
to the defendants.8 The defendants’ motion specifically
requested that the court enforce the settlement
agreement and incorporate the following terms: ‘‘(1) the
plaintiff’s three principals sign the proposed settlement
agreement individually; (2) each of the plaintiff’s three
principals individually release the defendants; (3) the
plaintiff’s three principals provide copies of their driv-
er’s licenses; and (4) both [counsel for the plaintiff] and
[counsel for the defendants] sign the proposed settle-
ment agreement and agree to be bound by the confiden-
tiality provision of the settlement agreement.’’ The
court’s September 4, 2014 order enforcing the settle-
ment agreement incorporated these requests.
In their reply brief, the defendants argue that, in their
cross motion to enforce the settlement agreement, their
prior counsel was seeking to have the court insert terms
into the settlement papers to which the plaintiff did not
agree and explicitly objected to in its motion to enforce.
According to the defendants, this amounts to impermis-
sible judicial intervention into the parties’ negotiating
process. The court, however, was doing what the defen-
dants asked it to do in their cross motion to enforce
the settlement agreement. A party cannot complain of
an error that it encouraged the court to make. See Pace
v. Pace, 134 Conn. App. 212, 221, 39 A.3d 756 (2012).
In light of the fact that both parties sought to enforce
the settlement agreement that was entered into in court,
we agree with the trial court’s conclusion that the settle-
ment agreement was unambiguous and complete. See
Massey v. Branford, 118 Conn. App. 491, 499, 985 A.2d
335 (2009) (settlement agreement unambiguous and
complete on its face not made ambiguous by absence
of provision for releases or absence of a merger clause),
cert. denied, 295 Conn. 913, 990 A.2d 345 (2010). As
stated previously in this opinion, ‘‘[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.’’ Audobon Park-
ing Associates Ltd. Partnership v. Barclay & Stubbs,
Inc., supra, 225 Conn. 811. As noted by the trial court
in its memorandum of decision, ‘‘[t]he parties have been
in dispute about the form, wording and exchange of
information prior to the signing of the release, but the
basic terms of the settlement agreement as recited on
the record are not disputed.’’
Finally, with regard to the defendants’ claim that the
plaintiff and its principals had made disparaging and
libelous statements about the defendants, in violation
of the nondisparagement provision of the settlement
agreement, the court stated that ‘‘the defendants have
submitted insufficient proof regarding these allega-
tions. The court has reviewed the sworn affidavit of
Emanuel Dragone, a party defendant. The affidavit is
replete with hearsay statements, and the court, for the
purposes of these proceedings, finds it lacks credibility,
noting the self-interest the affiant has in the outcome
of these proceedings.’’ We cannot say that this factual
finding is clearly erroneous. See Orange Palladium,
LLC v. Readey, supra, 144 Conn. App. 291–92.
On the basis of the foregoing, we cannot conclude
that the court abused its discretion in denying the defen-
dants’ second motion to vacate the settlement
agreement.
II
In its cross appeal, the plaintiff argues that the court
abused its discretion in denying its motion for con-
tempt. According to the plaintiff, the court should have
granted its motion for contempt because the defendants
admitted that they had wilfully disobeyed the court’s
order.
‘‘[O]ur analysis of a judgment of contempt consists
of two levels of inquiry. First, we must resolve the
threshold question of whether the underlying order con-
stituted a court order that was sufficiently clear and
unambiguous so as to support a judgment of contempt.
. . . This is a legal inquiry subject to de novo review.
. . . Second, if we conclude that the underlying court
order was sufficiently clear and unambiguous, we must
then determine whether the trial court abused its discre-
tion in issuing, or refusing to issue, a judgment of con-
tempt, which includes review of the trial court’s
determination of whether the violation was wilful or
excused by a good faith dispute or misunderstanding.’’
(Internal quotation marks omitted.) Przekopski v. Zon-
ing Board of Appeals, 131 Conn. App. 178, 191, 26 A.3d
657, cert. denied, 302 Conn. 946, 30 A.3d 1 (2011). ‘‘[A]
court may not find a person in contempt without consid-
ering the circumstances surrounding the violation to
determine whether such a violation was wilful.’’ (Inter-
nal quotation marks omitted.) Id., 192.
The plaintiff’s motion for contempt indicated that
although it had complied with the terms of the court’s
September 4, 2014 order, the defendants had refused
to make the required payment and sign the required
documents, in wilful contempt of the court’s order. On
appeal, the plaintiff argues that the only basis for the
defendants’ failure to comply with the court’s order
was their dissatisfaction with the forms of identification
presented by the plaintiff’s principals and their
unfounded belief that the plaintiff had defamed Eman-
uel Dragone. In support of this argument, the defen-
dants refer to deposition testimony of Dragone. We
disagree with the plaintiff.
The court’s September 4, 2014 order provided that
the plaintiff was to provide a valid tax identification
number to the defendants. In its memorandum of deci-
sion denying the motion for contempt, the court stated:
‘‘The plaintiff concedes that it did not provide the defen-
dants with a correct valid tax identification number
until November 28, 2014. The plaintiff [admits] that [it]
initially submitted an erroneous tax identification num-
ber when [it] attempted to comply with the court’s order
requiring the disclosure of this information. The plain-
tiff concedes that its delay in providing this required
information may excuse any claim the defendant[s]
[were] in contempt until after November 28, 2014, and
the court agrees. The actions of the defendants in refus-
ing to sign a release and pay the agreed upon sum of
$30,000 without a valid tax identification number from
the plaintiff were not wilful. The defendants had the
right to demonstrate that their failure to comply with
the order of the court was excusable, and the defen-
dants have done so.’’9
On the basis of our review of the record, we conclude
that the court did not abuse its discretion in denying
the plaintiff’s motion for contempt.
The judgment is affirmed.
In this opinion the other judges concurred.
1
The motion appears to challenge the order entered on May 29, 2014, and
the order entered on September 4, 2014.
2
The defendants did not appeal from the denial of this motion.
3
The November 17, 2014 order provides: ‘‘Matter is continued to December
1, 2014 for the signing of the settlement agreement, releases and the defen-
dant’s payment of $30,000 to the plaintiffs in accordance with the stipulation
entered before Judge Stodolink. In the event the aforesaid documents are
not signed by the defendant and the defendant has not paid the plaintiffs
the sum of $30,000 the court will make a determination as to whether the
defendant is in contempt of the court’s (Arnold, J.) previous orders. A
finding of contempt can include monetary penalties to be assessed against
the defendant and can include an award of an attorney’s fee to the plaintiffs.’’
4
We note that the court’s memorandum of decision and the briefs of the
parties refer to multiple hearings in this matter. The only transcript that
was provided to this court, however, was the transcript of the May 29, 2014
hearing before Judge Stodolink.
5
With regard to this claim, the defendants argue that the plaintiff
‘‘breached the implied covenant of good faith and fair dealing by such acts
as (1) refusing to provide basic identification for the alleged principals of
the plaintiff LLC; (2) falsely representing the tax identification number of
another LLC as the tax identification number of the plaintiff LLC; and (3)
making disparaging comments about the defendants after the settlement
stipulation had been reached, in an obvious anticipatory repudiation of the
settlement agreement, which denies the defendants the full benefit of the
bargain.’’ Our discussion of these claims is incorporated in our discussion
of the other issues raised in the defendants’ appeal and the plaintiff’s
cross appeal.
6
We recognize that the defendants raised additional grounds in the second
motion and that ordinarily ‘‘[r]aising an issue for the first time in a motion
to reargue will not preserve that issue for appellate review.’’ White v. Mazda
Motor of America, Inc., 313 Conn. 610, 634, 99 A.3d 1079 (2014). In the
present case, however, after the court rejected the defendants’ arguments
regarding the plaintiff’s tax identification number, it ordered the parties to
submit briefs on all remaining issues. The parties proceeded to brief the
merits of the defendants’ claims concerning whether to vacate the settlement
order, including the remaining claim raised in the second motion to vacate.
The plaintiff did not argue, in its opposition to the second motion to vacate
or its memorandum of law, that the issues raised in the second motion
should not be reviewed. Following submission of briefs, the court issued a
lengthy memorandum of decision in which it considered the merits of the
arguments raised in the initial and second motions to vacate. Under the
circumstances of this case, we will review all of the issues considered by
the court in its May 29, 2015 memorandum of decision.
7
The defendants refer to the following statements by the plaintiff’s counsel
at the time the stipulation was put on the record on May 29, 2014, to show
that the settlement stipulation was incomplete:
‘‘[Counsel for the plaintiff]: Okay. The terms of the settlement are that
the defendants will pay to the plaintiffs the sum of $30,000 within twenty-
one days of today in good funds and that the parties will exchange mutual
general releases that will bind the parties and all of their various affiliates
and that the—upon the payment the action will be withdrawn with prejudice
and that there will be also mutual confidentiality and nondisparagement
agreements amongst the principle—amongst the parties as well, Your Honor.
***
‘‘I would anticipate that we will prepare a settlement agreement that will
embody these terms . . . but that’s not something we need to trouble the
court with.’’ (Emphasis added.)
8
With regard to the defendants’ concerns about the identities of the plain-
tiff’s principals and the plaintiff’s business structure, the court stated: ‘‘The
defendants have made many allegations regarding the plaintiff and its princi-
pals, but much of that information was known to the defendants during the
initial proceedings at the time they agreed to settle the matter, which was
prior to the commencement of a prejudgment remedy hearing. . . . The
defendants now raise these concerns and want the court to, in essence,
confirm their substance and/or validity by vacating the settlement agreement.
That is beyond the scope of the court in a proceeding to determine whether
or not to enforce a settlement agreement. . . . If the defendants wished to
present the claims they now advance, they should have presented these
claims to the trier of fact, prior to entering into the settlement agreement.’’
9
According to the defendants, the plaintiff’s failure to provide the defen-
dants with the plaintiff’s tax identification number demonstrated bad faith
on the part of the plaintiff. We note, however, that the court made no
such finding.