Reiner v. Reiner

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MICHAEL D. REINER ET AL. v. JEFFREY A.
REINER ET AL.
(AC 41010)
DiPentima, C. J., and Prescott and Bright, Js.
Syllabus
The plaintiff, who was a beneficiary of certain irrevocable trusts, sought to
recover damages from the defendant, the sole trustee to and another
beneficiary of the trusts, for his alleged tortious mismanagement of
certain real properties owned by the trusts, which were encumbered
by mortgages. Prior to trial, the parties, in an effort to settle the tort
action, signed a release and settlement agreement, which included a
provision that provided that following the death of the settlor of the
trusts, E, the plaintiff would buy out the defendant’s interests in certain
of the trust properties, and the buyout amount of each property was to
be calculated on the basis of the fair market value of the property,
multiplied by the plaintiff’s interests in the property and reduced by 10
percent. That provision did not refer to the mortgages associated with
the properties. The agreement also provided that E would immediately
transfer by warranty deed two properties to the plaintiff and the defen-
dant, and upon E’s death, the defendant would purchase the plaintiff’s
interests in those two properties under the same fair market valuation,
but reduced by 4 percent rather than 10 percent. In accordance with
the settlement agreement, the plaintiff withdrew the tort action in 2012.
The buyout provisions of the settlement agreement were triggered in
2017 following E’s death. After the case was restored to the docket, the
defendant filed a motion to enforce the settlement agreement. There-
after, the trial court held an evidentiary hearing on the motion pursuant
to Audubon Parking Associates Ltd. Partnership v. Barclay & Stubbs,
Inc. (225 Conn. 804). At the hearing, the defendant maintained that
the settlement agreement was clear and unambiguous that the buyout
amount of the properties was to be calculated as the plaintiff’s propor-
tionate interest in the equity in the properties, after deducting the debt
secured by any mortgages, less the percentage discounts, while the
plaintiff insisted that the settlement agreement was clear and unambigu-
ous that the buyout amount was to be based solely on the fair market
value of the properties, without regard to the mortgages on the proper-
ties. The trial court accepted the plaintiff’s interpretation and concluded
that the agreement was clear and unambiguous that the buyout amount
was to be calculated as the fair market value of the properties regardless
of any debt associated with the properties. The trial court then denied
the defendant’s motion to enforce the settlement agreement, and the
defendant appealed to this court. Held that although the trial court
incorrectly concluded that the settlement agreement was clear and
unambiguous with respect to the method for calculating the buyout
price of the plaintiff’s interests in the properties, as the language of the
agreement was susceptible to more than one reasonable interpretation,
the court properly denied the defendant’s motion to enforce the settle-
ment agreement: the agreement did not define the term interest, which
was used inconsistently therein, the common meaning of the term inter-
est did not provide certainty, and the buyout provision reasonably could
have been interpreted as meaning either that the plaintiff’s interest in
the properties was the fair market value without consideration of the
mortgages on the properties, as found by the trial court, or that the
plaintiff’s interests in the properties were to be limited to his equitable
share of the value of the properties after deducting the underlying debt
as secured by any mortgages, as argued by the defendant; nevertheless,
although the trial court incorrectly concluded that the buyout provisions
of the settlement agreement were clear and unambiguous, this court
affirmed the trial court’s denial of the motion to enforce the settlement
agreement on the alternative ground that the agreement was not clear
and unambiguous and, therefore, could not be enforced summarily pur-
suant to Audubon Parking Associates Ltd. Partnership.
Argued February 14–officially released May 28, 2019
Procedural History
Action to recover damages for, inter alia, breach of
fiduciary duty, and for other relief, brought to the Supe-
rior Court in the judicial district of Hartford; thereafter,
the plaintiffs withdrew the action in accordance with
the parties’ settlement agreement; subsequently, the
trial court, Robaina, J., granted the named defendant’s
motion to restore the case to the docket; thereafter,
the court denied the named defendant’s motion to
enforce the parties’ settlement agreement, and the
named defendant appealed to this court. Affirmed.
Richard P. Weinstein, with whom, on the brief, was
Sarah Black Lingenheld, for the appellant (named
defendant).
Gary J. Greene, for the appellee (named plaintiff).
Opinion
BRIGHT, J. The present appeal stems from a dispute
over the interpretation of a settlement agreement
between, among others, the plaintiff Michael D. Reiner1
and the defendant Jeffrey A. Reiner.2 The defendant
appeals from the judgment of the trial court, rendered
after a hearing pursuant to Audubon Parking Associ-
ates Ltd. Partnership v. Barclay & Stubbs, Inc., 225
Conn. 804, 811–12, 626 A.2d 288 (2010) (Audubon),3
denying his motion to enforce the agreement. On
appeal, the defendant claims that the court improperly
concluded that the settlement agreement is clear and
unambiguous, as construed by the plaintiff.4 We con-
clude that the contested sections of the agreement are
not clear and unambiguous and, accordingly, we affirm
the judgment of the trial court denying the defendant’s
motion to enforce the agreement on the alternative
ground that a settlement agreement that is not clear
and unambiguous cannot be enforced through an Audu-
bon hearing.5
The following procedural history and undisputed
facts are relevant to this appeal. The plaintiff and the
defendant are brothers who were two of the three pri-
mary beneficiaries of four irrevocable trusts (Reiner
Trusts) that were established by their parents, Eleanore
Reiner and Leo P. Reiner.6 The defendant was the sole
trustee of the Reiner Trusts. The Reiner Trusts owned
several parcels of real property (Reiner Trusts proper-
ties) that had a substantial value; however, a majority
of the properties were encumbered by mortgages. Elea-
nore Reiner also was the sole member of 711 Farm-
ington, LLC, and Canton Gateway, LLC. 711 Farmington,
LLC, and Canton Gateway, LLC, each owned a single
parcel of real property, both of which were encumbered
by a mortgage. After a dispute arose regarding the
Reiner Trusts properties, the plaintiff, in 2011, com-
menced the present action and several other parallel
actions against the defendant alleging that he tortiously
had mismanaged the Reiner Trusts properties. On July
5, 2012, the plaintiff, the defendant, and several other
individuals and entities associated with the Reiner
Trusts executed a settlement agreement to resolve the
present action, the parallel actions, and other disputes.
In the agreement, the plaintiff agreed to withdraw with
prejudice the then pending actions, and all parties to
the agreement agreed to a comprehensive mutual
release. The agreement contained several provisions in
which the defendant agreed to buy out the plaintiff’s
interests in certain properties after the death of Elea-
nore Reiner. The following buyout provisions are
directly at issue in this appeal.
Section 1 (a) of the agreement provides: ‘‘[The defen-
dant] shall buyout [the plaintiff’s] interests in the Reiner
Trusts and the Reiner Trusts Properties by paying cash
to [the plaintiff] in proportion to his interests therein
no later than 280 days following Eleanore Reiner’s
death. The buy-out amount payable to [the plaintiff] for
his interests in the Reiner Trusts will be based on the
fair market value of each of the Reiner Trusts Properties
at the time of Eleanore Reiner’s death, multiplied by
[the plaintiff’s] interests in each Trust Property with a
deduction of ten (10%) percent to compensate for a
minority discount and for the fact that there is no real
estate brokerage commission.’’ Section 1 (b) of the
agreement detailed the manner in which the fair market
value for each of the Reiner Trusts properties was to
be determined. The parties also agreed that the parties’
‘‘interests’’ in the Reiner Trusts properties accurately
were set forth in the ‘‘ ‘Trust Property Schedule,’ ’’
which was attached to the agreement. That attachment,
prepared on June 27, 2012, individually detailed the
percentage of the Reiner Trusts properties owned by
each party, but not the then-existing value of the proper-
ties or the amount of any equity in the properties in
light of any mortgages on them.
Section 2 of the agreement provides in relevant part:
‘‘In connection with the execution and delivery of this
Agreement, Eleanore Reiner will immediately transfer,
by Warranty Deeds (i) her interests (as sole member
of 711 Farmington, LLC) in 711 Farmington as follows:
two thirds (2/3) to [the defendant] and one-third (1/3)
to [the plaintiff] in the form of warranty deed attached
to this Agreement . . . and (ii) her interests (as sole
member of Canton Gateway, LLC) in Canton Gateway
as follows: three fourths (3/4) to [the defendant] and
one-fourth (1/4) to [the plaintiff] in the form of warranty
deed attached to this Agreement . . . . Such transfers
are being made upon the following conditions . . . .
‘‘[The defendant] shall buy out [the plaintiff’s] inter-
ests in each [of] 711 Farmington and Canton Gateway
by paying cash to [the plaintiff] no later than 280 days
following Eleanore Reiner’s death. The determination
of the fair market value of 711 Farmington and Canton
Gateway will be based on the same formula and terms
used to determine the fair market value of the Reiner
Trust Properties provided for in [§] 1 (a) of this
Agreement above except that the valuation shall be
subject only to a four percent (4%) discount, not ten
percent (10%). [The defendant] will have 280 days from
the date of Eleanore Reiner’s death, to obtain financing
and consummate the buyout.’’
On July 11 and 13, 2012, the plaintiff withdrew the
present action with prejudice in accordance with the
agreement. Nevertheless, on July 25, 2012, the defen-
dant filed a motion in which he requested that the court
set aside the withdrawal and reinstate the action on
the ground that the plaintiff had violated the agreement
by soliciting a ‘‘side deal’’ with Eleanore Reiner to per-
mit him to lease a property owned by her in Florida,
which property was governed by § 10 of the agreement.
On July 27, 2012, the plaintiff also filed a motion to
restore the case to the docket. On September 10, 2012,
the court restored the case to the docket. Over the
course of the next four and one-half years, the parties
engaged in litigation concerning the Florida property
and other collateral issues stemming from the
agreement. None of those issues are the subject of
this appeal.
On April 7, 2017, the defendant filed the motion to
enforce the agreement that is the subject of this appeal.
Therein, he argued that certain buyout provisions of
the agreement had been triggered as a result of the
recent death of Eleanore Reiner, and that a dispute
existed between himself and the plaintiff as to the inter-
pretation of those provisions. In particular, Eleanore
Reiner’s death triggered the defendant’s obligation,
under § 2 of the agreement, to buy out the plaintiff’s
one-third interest in 711 Farmington and his one-quarter
interest in Canton Gateway. Her death also triggered
the defendant’s obligation, under § 1 of the agreement,
to buy out the plaintiff’s interest in the Reiner Trusts
properties, including 603 Farmington Avenue in Hart-
ford.7 The plaintiff and the defendant were unable to
reach an agreement on how to determine the price that
the defendant was to pay the plaintiff for his interests
in the properties. The defendant claimed that the buyout
price of the plaintiff’s interests is intended to be calcu-
lated as the plaintiff’s proportionate interest in the
equity in the properties, after deducting the debt
secured by any mortgages, less the percentage dis-
counts. The defendant requested that the court adjudi-
cate the dispute by enforcing the agreement in
accordance with his interpretation.
On April 17, 2017, the plaintiff filed an objection to
the defendant’s motion to enforce the agreement.8
Therein, the plaintiff disagreed with the defendant’s
interpretation and advanced his own contrary interpre-
tation of the agreement. The plaintiff maintained that
the settlement agreement clearly and unambiguously
provides that the buyout amount is to be ‘‘ ‘based on
the fair market value’ of each of the properties,’’ which
amount did not include consideration of the existing
mortgages on the properties.
On August 10, 2017, the defendant filed a supplemen-
tal memorandum in support of his motion to enforce
the agreement. In his supplemental memorandum, the
defendant argued that the agreement clearly and unam-
biguously provides that the amount of the buyout must
take into consideration the mortgages on the properties.
The defendant argued that a contrary interpretation
would be in conflict with Connecticut mortgage juris-
prudence, and would result in an absurd result in the
form of a substantial unintended windfall for the
plaintiff.9
On October 23, 2017, following an Audubon hearing,
the court issued a memorandum of decision in which it
denied the defendant’s motion to enforce the agreement
and concluded that the agreement was clear and unam-
biguous in conformance with the plaintiff’s interpreta-
tion.10 In particular, even though it heard extrinsic
evidence regarding what the parties intended by the
buyout provisions, the court expressly constrained its
analysis to the four corners of the agreement and rea-
soned that ‘‘the terms of the agreement are clear and
unambiguous and that the parties did enter into a valid
agreement. The agreement, negotiated extensively by
and between sophisticated parties, does not refer to
‘equity’ as a basis for valuation. The agreement clearly
and unambiguously states that the buyout amount will
be based on the fair market value of each property and
the proportionate interests of the parties being taken
into consideration refer to the agreed upon percentage
interests [as] listed in the Trust Property Schedule. . . .
‘‘The contract provision as to buying out the plaintiff’s
interest requires determining the fair market value of
the property by the method described in the contract
itself. By comparison, [§] 3 of the agreement (160 Farm-
ington) makes specific reference to mortgages and pro-
hibits financing or modification of existing mortgages
without the consent of the plaintiff. Similarly, refer-
ences to mortgages are found in [§] 9 (White Pine), and
[§] 10 (Florida property). Further, the listing of the trust
properties, which is entitled ‘Trust Property Schedule–
Date Prepared 6/27/2012,’ lists the properties with the
percentage of ownership in each the plaintiff, the defen-
dant, and their sibling, without reference to mortgages.
Finally, the term ‘equity,’ commonly understood to
mean the difference between the fair market value and
the encumbrances on a property, does not appear in any
relevant portion of the agreement.’’ (Citation omitted.)
This appeal followed. Additional facts will be set forth
as necessary.
We begin by setting forth the relevant standard of
review and legal principles that govern 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.
. . . Agreements that end lawsuits are contracts, some-
times enforceable in a subsequent suit, but in many
situations enforceable by entry of a judgment in the
original suit.’’ (Citations omitted; internal quotation
marks omitted.) Audubon, supra, 225 Conn. 811. ‘‘Sum-
mary enforcement is not only essential to the efficient
use of judicial resources, but also preserves the integrity
of settlement as a meaningful way to resolve legal dis-
putes. When parties agree to settle a case, they are
effectively contracting for the right to avoid a trial.’’
(Emphasis omitted.) Id., 812. Nevertheless, the right
to enforce summarily a settlement agreement is not
unbounded. ‘‘The key element with regard to the settle-
ment agreement in Audubon . . . [was] that there
[was] no factual dispute as to the terms of the accord.
Generally, [a] trial court has the inherent power to
enforce summarily a settlement agreement as a matter
of law [only] when the terms of the agreement are clear
and unambiguous . . . and when the parties do not
dispute the terms of the agreement.’’ (Internal quotation
marks omitted.) Reid & Riege, P.C. v. Bulakites, 132
Conn. App. 209, 216, 31 A.3d 406 (2011), cert. denied, 303
Conn. 926, 35 A.3d 1076 (2012). ‘‘The rule of Audubon
effects a delicate balance between concerns of judicial
economy on the one hand and a party’s constitutional
rights to a jury and to a trial on the other hand. See
[Audubon], supra, [810–12]; see also Ackerman v. Sobol
Family Partnership, LLP, 298 Conn. 495, 534–35, 4
A.3d 288 (2010). To use the Audubon power outside of
its proper context is to deny a party these fundamental
rights and would work a manifest injustice.’’ Matos v.
Ortiz, 166 Conn. App. 775, 792, 144 A.3d 425 (2016); see
DAP Financial Management Co. v. Mor-Fam Electric,
Inc., 59 Conn. App. 92, 97–98, 755 A.2d 925 (2000) (‘‘The
test of disputation . . . must be applied to the parties
at the time they entered into the alleged settlement. To
hold otherwise would prevent any motion to enforce a
settlement from ever being granted.’’).
‘‘A settlement agreement, or accord, is a contract
among the parties.’’ Ackerman v. Sobol Family Partner-
ship, LLP, supra, 298 Conn. 532. ‘‘When construing a
contract, we seek to determine the intent of the parties
from the language used interpreted in the light of the
situation of the parties and the circumstances con-
nected 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 lan-
guage 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.’’ (Internal
quotation marks omitted.) Gabriel v. Gabriel, 324 Conn.
324, 341, 152 A.3d 1230 (2016).
‘‘A contract is unambiguous when its language is clear
and conveys a definite and precise intent. . . . The
court will not torture words to impart ambiguity where
ordinary meaning leaves no room for ambiguity. . . .
Moreover, the mere fact that the parties advance differ-
ent interpretations of the language in question does not
necessitate a conclusion that the language is ambigu-
ous. . . .
‘‘In contrast, a contract is ambiguous if the intent of
the parties is not clear and certain from the language
of the contract itself. . . . [A]ny ambiguity in a contract
must emanate from the language used by the parties.
. . . The contract must be viewed in its entirety, with
each provision read in light of the other provisions . . .
and every provision must be given effect if it is possible
to do so. . . . If the language of the contract is suscepti-
ble to more than one reasonable interpretation, the
contract is ambiguous.’’ (Internal quotation marks omit-
ted.) Id., 341–42. ‘‘[T]he determination as to whether
contractual language is plain and unambiguous is . . .
a question of law subject to plenary review.’’ (Internal
quotation marks omitted.) Gold v. Rowland, 325 Conn.
146, 157–58, 156 A.3d 477 (2017).11
On appeal, there is no dispute between the parties
that the agreement is valid and enforceable, and that
§§ 1 and 2 of the agreement mandate that the defendant
buy out the plaintiff’s interests in certain properties.
Instead, the parties’ views diverge as to the method
by which the buyout amount is to be calculated. The
defendant claims that the court improperly concluded
that the agreement clearly and unambiguously provides
that the buyout amount is the fair market value of the
properties. He argues that the clear and unambiguous
language of the agreement specifies that the buyout
amount is the plaintiff’s equitable interest in the proper-
ties, namely, the fair market value of the properties less
the amount of any mortgage encumbrances. In
response, the plaintiff argues that the court properly
determined that the agreement clearly and unambigu-
ously provides that the buyout amount is the fair market
value of the properties without regard to any debt asso-
ciated with the properties. We disagree with both par-
ties and conclude that the agreement is ambiguous with
respect to the calculation of the buyout of the plaintiff’s
interests in the properties.
As noted previously, § 1 (a) of the agreement pro-
vides: ‘‘[The defendant] shall buyout [the plaintiff’s]
interests in the Reiner Trusts and the Reiner Trusts
Properties by paying cash to [the plaintiff] in proportion
to his interests therein no later than 280 days following
Eleanore Reiner’s death. The buy-out amount payable
to [the plaintiff] for his interests in the Reiner Trusts
will be based on the fair market value of each of the
Reiner Trusts Properties at the time of Eleanore Rein-
er’s death, multiplied by [the plaintiff’s] interests in each
Trust Property with a deduction of ten (10%) percent
to compensate for a minority discount and for the fact
that there is no real estate brokerage commission.’’
Section 2 (b) of the agreement provides in relevant
part that ‘‘[the defendant] shall buy out [the plaintiff’s]
interests in each [of] 711 Farmington and Canton Gate-
way by paying cash to [the plaintiff] no later than 280
days following Eleanore Reiner’s death. The determina-
tion of the fair market value of 711 Farmington and
Canton Gateway will be based on the same formula
and terms used to determine the fair market value of
the Reiner Trust Properties provided for in [§] 1 (a) of
this Agreement above except that the valuation shall
be subject only to a four percent (4%) discount, not ten
percent (10%). . . .’’
Section 1 applies to the defendant’s buyout of the
plaintiff’s interests in the Reiner Trusts properties,
including 603 Farmington Avenue. With respect to 603
Farmington Avenue, the language of § 1 provides that
the buyout amount will be determined on the basis of
the fair market value multiplied by the plaintiff’s inter-
est, less a percentage discount. For the following rea-
sons, we conclude that it is neither clear nor certain
whether the word ‘‘interest’’ was intended, as the defen-
dant contends, to mean the plaintiff’s percentage inter-
est in the equity in the properties, or, as the plaintiff
contends, to mean the plaintiff’s ownership percentage
of the fair market value of the properties.
First, the agreement does not define ‘‘interest,’’ and
that term has no talismanic meaning as utilized through-
out the agreement. For example, the parties agreed that
the Trust Property Schedule attached to the agreement
set forth their and Nancy Brooks’ interests in the Reiner
Trusts properties. That attachment lists the parties’
respective percentage ownership in each of the Reiner
Trusts properties and is devoid of the then-existing
mortgage valuation for each property. Conversely, § 1,
upon which the plaintiff and the court relied, provides
that, if the defendant refinances one or more of the
Reiner Trusts properties to fund his buyout of the plain-
tiff’s interests in other properties, the interest of the
third beneficiary of the Reiner Trusts, Nancy Brooks,
in the refinanced properties cannot be diminished. The
defendant is required to provide her with value in other
properties or cash sufficient to offset any reduction in
the value of her interest as a result of the refinancing.
This language suggests that the parties agreed that a
beneficiary’s interest in a property is determined by
taking into account any outstanding debt associated
with the property. Accordingly, the inconsistent use of
the term ‘‘interest’’ makes it unclear whether that term
was intended to include or to exclude outstanding debt
on the properties.
Second, the common meaning of the term ‘‘interest’’
provides no certainty. As applicable here, interest is
defined as ‘‘[a] legal share in something; all or part of
a legal or equitable claim to or right in property . . . .’’
Black’s Law Dictionary (10th Ed. 2014); see Merriam-
Webster’s Collegiate Dictionary (11th Ed. 2003) (defin-
ing ‘‘interest’’ to mean ‘‘right, title, or legal share in
something’’). In real estate transactions, interest could
be intended to mean, among other things, equitable or
legal ownership. See generally Salce v. Wolczek, 314
Conn. 675, 683–96, 104 A.3d 694 (2014) (determining
that phrase ‘‘any ownership interest . . . is trans-
ferred’’ encompassed transfers of both legal and equita-
ble interests). As the defendant properly emphasizes,
‘‘Connecticut follows the title theory of mortgages,
which provides that on the execution of a mortgage on
real property, the mortgagee holds legal title and the
mortgagor holds equitable title to the property.’’ (Inter-
nal quotation marks omitted.) Mortgage Electronic Reg-
istration Systems, Inc. v. White, 278 Conn. 219, 231,
896 A.2d 797 (2006). Accordingly, because the plaintiff
did not have legal title to certain properties as they
were still encumbered by mortgages, it is a reasonable
interpretation that his interest was equitable, and the
buyout amount was limited to his share of the worth
of the properties after deducting the underlying debt
on the properties as secured by any mortgages. Further-
more, such an interpretation would avoid what might
be viewed as an absurd result of the buyout amount
being substantially greater than the entire net value of
the property. See footnote 9 of this opinion; see also
Welch v. Stonybrook Gardens Cooperative, Inc., 158
Conn. App. 185, 198–99, 118 A.3d 675 (recognizing prin-
ciple that ‘‘[w]e will not construe a contract’s language
in such a way that it would lead to an absurd result’’
and that ‘‘contractual documents are to be read as a
whole and bizarre results are to be avoided’’ [internal
quotation marks omitted]), cert. denied, 318 Conn. 905,
122 A.3d 634 (2015).
In contrast, as the plaintiff and the court recognize,
the agreement does not specify that the plaintiff’s inter-
est was equal to his equity, and § 1 does not make
reference to mortgages.12 On the basis of the foregoing,
we conclude that § 1 is subject to two reasonable inter-
pretations as it relates to the defendant’s obligation to
purchase the plaintiff’s interest in the Reiner Trusts
properties, including 603 Farmington Avenue. We,
therefore, disagree with the court’s conclusion that the
language is clear and unambiguous.
We reach the same conclusion as to the defendant’s
obligation under § 2 to purchase the plaintiff’s interests
in 711 Farmington and Canton Gateway. Section 2
applies to the defendant’s buyout of the plaintiff’s inter-
ests in 711 Farmington and Canton Gateway. As noted
previously, § 2 (b) incorporates the formula for
determining fair market value from § 1 (a). Neverthe-
less, § 2 (b), unlike § 1 (a), does not state that the pur-
chase of the plaintiff’s interests in the two properties
is to be based on fair market value. Instead, § 2 (b)
merely provides, in relevant part, that ‘‘[the defendant]
shall buy out [the plaintiff’s] interests in each [of] 711
Farmington and Canton Gateway by paying cash to [the
plaintiff] . . . . The determination of the fair market
value of 711 Farmington and Canton Gateway will be
based on the same formula and terms used to determine
the fair market value of the Reiner Trust Properties
provided for in [§] 1 (a) of this Agreement above . . . .’’
Although it can be argued that the reference to fair
market value in § 2 (b) implies that it must be the basis
for valuing the plaintiff’s interests, the language is cer-
tainly not clear and unambiguous. The language of § 2
(b) simply does not state how the price for the plaintiff’s
interests in the two properties is to be determined.
Furthermore, to the extent that this language is under-
stood to adopt the buyout amount formula in § 1 (a),
it does not clarify the ambiguity in that section as to
whether the plaintiff’s interest is to be determined after
consideration of the debt associated with the prop-
erties.
In sum, each party has set forth a reasonable interpre-
tation of the buyout provisions, with both interpreta-
tions having bases in the language used in the
agreement. We conclude, therefore, that the agreement
is ambiguous with respect to the method of calculation
of the buyout amounts because the intent of the parties
is not clear and certain from the language of the
agreement. As noted previously, settlement agreements
can be enforced summarily pursuant to Audubon only
when they are clear and unambiguous. That is not the
case here. Consequently, although the court properly
denied the defendant’s motion to enforce the
agreement, it incorrectly determined that the agreement
is clear and unambiguous, and, thus, the court’s declara-
tion of the meaning of the contract has no legal effect.
We affirm the court’s denial of the defendant’s motion
on the alternative ground that the buyout provisions of
the agreement at issue are not clear and unambiguous.13
The judgment is affirmed.
In this opinion the other judges concurred.
1
The Sheila Reiner Trust for Her Children, The Michael D. Reiner Trust
for His Children, and Connecticut LLC Irrevocable Trust also were named
as plaintiffs in this action. For clarity, we refer to Michael D. Reiner individu-
ally as the plaintiff.
2
Although Jeffrey A. Reiner is one of twenty-two defendants in this action,
he is the only defendant who appealed; therefore, we refer to him individually
as the defendant.
3
‘‘A hearing pursuant to Audubon [supra, 225 Conn. 811–12], is conducted
to decide whether the terms of a settlement agreement are sufficiently clear
and unambiguous so as to be enforceable as a matter of law.’’ Ackerman
v. Sobol Family Partnership, LLP, 298 Conn. 495, 499 n.5, 4 A.3d 288 (2010).
4
The defendant also claims on appeal that the court improperly considered
extrinsic evidence in connection with the Audubon hearing. In light of our
conclusion that it was improper for the court to have concluded that the
language of the settlement agreement was clear and unambiguous, we need
not reach the defendant’s other claim.
5
‘‘Where the trial court reaches a correct decision but on [alternative]
grounds, this court has repeatedly sustained the trial court’s action if proper
grounds exist to support it. . . . [W]e . . . may affirm the court’s judgment
on a dispositive [alternative] ground for which there is support in the trial
court record.’’ (Internal quotation marks omitted.) Heisinger v. Cleary, 323
Conn. 765, 776 n.12, 150 A.3d 1136 (2016).
6
Nancy Brooks, the sister of the plaintiff and the defendant, was the third
primary beneficiary of the trusts.
7
Although the defendant’s initial appellate brief does not mention 603
Farmington Avenue, he subsequently filed an errata sheet in which he main-
tains that 603 Farmington Avenue is the only property at issue under § 1.
The plaintiff does not dispute that the buyout of 603 Farmington Avenue
also is at issue in this appeal.
8
In that filing, the plaintiff principally requested that the court deny the
defendant’s motion, but also sought enforcement of the agreement in accor-
dance with his own interpretation. Despite the contradictory language used
in the plaintiff’s April 17, 2017 filing, we treat it as an objection. See Briere
v. Greater Hartford Orthopedic Group, P.C., 325 Conn. 198, 217, 157 A.3d
70 (2017) (Robinson, J., concurring) (interpretation of pleadings is question
of law); see also Farren v. Farren, 142 Conn. App. 145, 156, 64 A.3d 352(substance of relief sought by motion, not form, is controlling), cert. denied,
309 Conn. 903, 68 A.3d 658 (2013).
9
For instance, if the parties equally shared a property that had a fair market
value of $1 million and that was encumbered by $900,000 of underlying
debt, the buyout amount, pursuant to the plaintiff’s construction, would be
$500,000. As a result, the defendant would be obligated to pay the plaintiff
five times the amount of the actual equity in the property.
10
The judgment file is inconsistent with the court’s memorandum of deci-
sion. The judgment file states ‘‘that the parties’ settlement agreement [is to]
be enforced as set forth in the memorandum of decision [regarding the
defendant’s] motion to enforce settlement agreement issued on October 23,
2017.’’ In the memorandum of decision, the court denied the defendant’s
motion to enforce the agreement and, despite its conclusion that the
agreement was clear and unambiguous in accordance with the plaintiff’s
interpretation, the court did not enforce the agreement. The court’s memo-
randum of decision is controlling. See Wesley v. Schaller Subaru, Inc., 277
Conn. 526, 529 n.1, 893 A.2d 389 (2006) (‘‘[w]hen there is an inconsistency
between the judgment file and the oral or written decision of the trial court,
it is the order of the court that controls because the judgment file is merely
a clerical document, and the pronouncement by the court . . . is the judg-
ment’’ [internal quotation marks omitted]).
11
We emphasize that the scope of our review is narrow and requires us
to determine only whether the language of the buyout provision is ambigu-
ous. We do not decide which party has the better interpretation, only whether
there is more than one reasonable interpretation of the contract language
at issue. See Salce v. Wolczek, 314 Conn. 675, 683, 104 A.3d 694 (2014).
12
The plaintiff and the court also rely on the references to mortgages in
§§ 3, 9, and 10 of the agreement to conclude that the parties intentionally
omitted consideration of the mortgages from § 1. We are unpersuaded that
these collateral references establish that § 1 is clear and unambiguous. In
§ 3, the defendant agreed to buy out Connecticut LLC Trust’s interest in
another parcel of real property ‘‘by paying . . . the sum equal to (i) $700,000
plus (ii) forty-nine [percent] (49%) of any principal pay down on the mortgage
on’’ that property. This language sets forth a precise mathematical formula
to produce a number ‘‘equal to’’ the buyout price for the property at issue.
(Emphasis added.) By contrast, § 1 states that the buyout of the plaintiff’s
interests in the Reiner Trusts properties ‘‘will be based on’’ the fair market
value of each of the properties. (Emphasis added.) ‘‘Based on’’ and ‘‘equal
to’’ may have been intended by the parties to have the same meaning, but
that is not necessarily so. As the defendant points out in his brief, ‘‘ ‘based
on’ typically notes that something is a first step and more will be done in
addition. . . . [The] [d]efendant argues that this additional step was calcu-
lating the equity in the properties to determine the value of the plaintiff’s
interest in them.’’ We do not express a view as to which argument regarding
the impact of § 3 on the interpretation of § 1 is more reasonable. See footnote
11 of this opinion. We simply note that the court’s reliance on § 3 to support
its conclusion that § 1 is clear and unambiguous was misplaced. Further,
we do not view §§ 9 and 10 as in anyway helpful to a determination of the
meaning of § 1. Sections 9 and 10 are not buyout provisions but, rather,
govern the transfer of properties through Eleanore Reiner’s will. The fact
that the sole beneficiary of §§ 9 and 10 received the property as encumbered
upon Eleanore Reiner’s death provides no insight as to how the plaintiff
and the defendant intended the buyout provisions between them to work.
13
Although we conclude that this aspect of the agreement cannot be
enforced pursuant to Audubon, this does not foreclose the parties’ ability,
if they are unable to reach an extrajudicial resolution of their dispute, to
seek other avenues of recovery on the basis of the agreement. See Matos
v. Ortiz, supra, 166 Conn. App. 809 (‘‘while [a settlement agreement] may
still be enforceable through ordinary procedural channels, these are hardly
the circumstances that give rise to a right to summary enforcement
under Audubon’’).