Audubon Parking Associates Ltd. Partnership v. Barclay and Stubbs, Inc.

Decision Date15 June 1993
Docket NumberNo. 14431,14431
Citation225 Conn. 804,626 A.2d 729
CourtConnecticut Supreme Court
PartiesAUDUBON PARKING ASSOCIATES LIMITED PARTNERSHIP v. BARCLAY AND STUBBS, INC., et al.

Carter LaPrade, with whom, on the brief, was Margaret A. Little, New Haven, for appellant (plaintiff).

William F. Gallagher, with whom was Barbara L. Cox, New Haven, for appellees (defendants).

Before PETERS, C.J., and CALLAHAN, BORDEN, BERDON and KATZ, JJ.

BERDON, Associate Justice.

The issues in this case arise from a settlement agreement reached by the parties in an action brought by the plaintiff, Audubon Parking Associates Limited Partnership, against the defendants, Barclay and Stubbs, Inc., and Benjamin S. Morris, to recover damages for breach of a commercial lease. 1

The following facts are relevant to the disposition of this appeal. The plaintiff brought the present action against the defendants seeking damages for breach of the terms of the lease. The plaintiff also alleged that it was entitled to attorney's fees and expenses under the terms of the lease and to attorney's fees and expenses incurred in pursuing a summary process action against Barclay. During jury selection, the parties represented on the record, in open court before the trial judge, Licari, J., that they had agreed to settle the entire matter, including the claims asserted in the complaint and the counterclaim, for a sum of $50,000. 2 The defendants stated before the trial judge that they agreed with the settlement terms.

After the settlement agreement had been outlined and agreed to by both parties, the trial judge requested that counsel file withdrawals of the complaint and counterclaim before they left the courtroom. The court then stated that "[s]hould this matter unravel and the parties choose not to proceed on the settlement ... I will allow the matter to be reinstated without costs and without prejudice." Counsel for the defendants then said: "I do want the record to be clear that we do have a settlement." The trial judge clarified that he was requesting the withdrawals at that time for administrative convenience. 3

After the defendants failed to abide by the terms of the settlement, the plaintiff moved to restore the case to the docket by filing a motion to open. The plaintiff also sought attorney's fees incurred in enforcing the terms of the settlement agreement. The motion, along with a covering letter to defense counsel, stated that the plaintiff was reserving the right either to enforce the settlement contract or to prosecute the original action. The trial court granted the motion to open and ordered jury selection to begin on a subsequent date.

On August 20, 1990, the plaintiff filed a motion for judgment in accordance with and enforcement of the settlement contract, and for attorney's fees incurred as a result of the defendants' failure to abide by the settlement accord. The trial court, after hearing the parties' arguments, rendered judgment against the defendants in accordance with the settlement agreement. The trial court concluded that the parties had intended to enter into a binding settlement, that the court, in accepting the settlement and obtaining the withdrawal, "never intended to give the defendant[s] the option to unilaterally negate the settlement," and that the trial court's comments about the possibility of the agreement unraveling were intended only to allow both parties, in the event of mutual agreement on avoiding the settlement, to put the matter back on the jury trial list. The trial court denied that portion of the motion that related to attorney's fees.

The defendants appealed to the Appellate Court and the plaintiff filed a cross appeal challenging the trial court's refusal to award attorney's fees. The Appellate Court reversed the judgment of the trial court, holding that the court had deprived the defendants of their right to a jury trial by rendering judgment for the plaintiff in accordance with the settlement contract. 4 The court pointed out that the plaintiff could have elected to proceed to trial on the underlying claim or could have instituted a separate action based on the breached accord; in either case the defendants would have been entitled to a jury trial. The Appellate Court also dismissed the plaintiff's cross appeal. Audubon Parking Associates Ltd. Partnership v. Barclay & Stubbs, Inc., 26 Conn.App. 181, 183-85, 599 A.2d 395 (1991). We granted the plaintiff's petition for certification as to the following issues: "(1) In the circumstances of this case, did the parties agree to a binding settlement of their dispute in open court? (2) If the parties did so agree, what were the enforcement rights of the plaintiff when the defendant[s] withdrew from the settlement? (3) If the parties did so agree, what right did the defendant[s] have to a jury trial on the underlying claim on the settlement agreement?" Audubon Parking Associates Ltd. Partnership v. Barclay & Stubbs, Inc., 221 Conn. 906, 600 A.2d 1359 (1992).

I

We begin our analysis by clarifying the nature of the defendants' claim. The defendants do not dispute that the parties entered into a binding settlement contract on May 17, 1990. 5 Rather, the gravamen of the defendants' claim is that the plaintiff, once it filed a motion to open the judgment, had elected to pursue its claim under the lease and was therefore precluded from seeking enforcement of the settlement contract. The defendants argue that they were deprived of their right to due process of law and to a jury trial when the trial court summarily enforced the settlement agreement after the plaintiff allegedly had elected to pursue its claim under the lease. We reject both of the defendants' claims.

"An accord is a contract under which an obligee promises to accept a stated performance in satisfaction of the obligor's existing duty. Performance of the accord discharges the original duty." 2 Restatement (Second), Contracts § 281 (1982); W.H. McCune, Inc. v. Revzon, 151 Conn. 107, 109, 193 A.2d 601 (1963). If there is a breach of the accord, the obligee has the option of either seeking enforcement of the original duty or seeking enforcement of any obligation under the accord. 2 Restatement (Second), Contracts § 281 (1982); see also Montgomery v. Smith, 40 Conn.Sup. 358, 361, 499 A.2d 444 (1985); Girasulo v. Consolidated Motor Lines, Inc., 5 Conn.Sup. 245, 247-48 (1937). Thus, in the present case, the plaintiff had the option of either pursuing its claim for breach of the lease agreement or enforcing the duties under the accord.

The initial question, then, is whether the plaintiff elected to enforce the original lease agreement. 6 The defendants do not claim that the plaintiff was required to decide at the outset whether to proceed under the lease agreement or under the settlement contract. Rather, the defendants claim that the plaintiff made an election and was accordingly bound.

The record indicates that the plaintiff informed the defendants on at least three occasions that it was reserving the right to enforce the settlement contract. Both in its motion to open and in a cover letter sent to the defendants, the plaintiff specifically reserved its right to proceed under either the original lease or the accord. 7 After the trial court granted the plaintiff's motion to open, the plaintiff again asserted the right to enforce the settlement contract. Upon granting the plaintiff's motion for judgment in accordance with enforcement of the settlement contract, the trial court stated: "I don't think the argument of the defendant[s], that counsel for the plaintiff or that the plaintiff has somehow waived the right to seek such relief, was established or is established because of the prior effort of the plaintiff to open the judgment. The motion to open the judgment clearly reserves to the plaintiff the right to seek either option. Obviously, the withdrawal had to be vacated before any further relief could be granted." We agree with the trial court and the Appellate Court that the plaintiff did not elect to proceed under the lease agreement when it filed its motion to open.

The defendants also claim that they were deprived of their right to trial by jury when the trial court summarily rendered judgment on the accord. We disagree. Under Connecticut law, it is clear that "[l]itigants ... have a constitutional right to have issues of fact determined by a jury. Mather v. Griffin Hospital, [207 Conn. 125, 138, 540 A.2d 666 (1988) ]; Seals v. Hickey, 186 Conn. 337, 350, 441 A.2d 604 (1982); Jacobs v. Goodspeed, 180 Conn. 415, 417, 429 A.2d 915 (1980)." Palomba v. Gray, 208 Conn. 21, 25, 543 A.2d 1331 (1988). The corollary to this constitutional right is that if there is no issue of fact, there is no right to a jury trial. In the present case, there was no issue of fact concerning the terms of the accord reached by the parties in open court. Indeed, the parties agree that the terms of the agreement were clear and unambiguous.

Notwithstanding the agreement, the defendants argue that the plaintiff was required to institute a separate action for breach of the accord in order to enforce it. The plaintiff argues that the trial court has the power to enforce summarily the settlement agreement within the proceedings initiated to resolve the underlying claim for breach of the lease. We have not previously considered this narrow question and turn to the federal courts for guidance.

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. Gatz v. Southwest Bank of Omaha, 836 F.2d 1089, 1095 (8th Cir.1988); see also J. Fischer, "Enforcement of Settlements: A Survey," 27 Tort & Ins.L.J. 82, 92 (1991). "Agreements that end lawsuits are contracts, sometimes enforceable in a subsequent suit, but in many situations enforceable by entry of a judgment in the original suit. A court's...

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