Gager v. Gager & Peterson, LLP

• Decision Date: 06 May 2003
• Docket Number: (AC 22505).
• Citation: 76 Conn. App. 552,820 A.2d 1063
• Court: Connecticut Court of Appeals
• Parties: WILLIAM W. GAGER, JR., ADMINISTRATOR (ESTATE OF WILLIAM W. GAGER) v. GAGER AND PETERSON, LLP

76 Conn. App. 552

820 A.2d 1063

WILLIAM W. GAGER, JR., ADMINISTRATOR (ESTATE OF WILLIAM W. GAGER) v. GAGER AND PETERSON, LLP

(AC 22505).

Appellate Court of Connecticut.

Argued December 5, 2002.

Officially released May 6, 2003.

Dranginis, Flynn and Bishop, Js.

Chester J. Bukowski, Jr., with whom, on the brief, was Mary Anne A. Charron, for the appellant (substitute plaintiff).

James K. Robertson, Jr., with whom, on the brief, was Frank J. Scinto, for the appellee (defendant).

Opinion

DRANGINIS, J.

In this action for specific performance of a provision in a retirement agreement, the substitute plaintiff, Sarah Whelan, successor administrator c.t.a., d.b.n., of the estate of William W. Gager, Sr.,¹ appeals from the judgment of the trial court rendered in favor of the defendant, Gager and Peterson, LLP. On appeal, the substitute plaintiff claims that the court improperly (1) determined that the retirement agreement did not provide her with the power to compel the defendant law firm to remove the name "Gager" from its name and (2) balanced the equities in favor of the defendant.² We affirm the judgment of the trial court.

The following facts and procedural history are relevant to our resolution of the substitute plaintiff's appeal. In 1997, the original plaintiff, William W. Gager, Jr., administrator c.t.a. of the estate of his father, William W. Gager, Sr. (attorney Gager), filed a complaint against the defendant law firm seeking to remove the name "Gager" from the firm's name pursuant to a written agreement entered into between attorney Gager and the firm on January 1, 1967. That agreement, formed to address attorney Gager's desire to retire from the practice of law and to terminate his partnership interests in the law firm, provides in paragraph four that "it is the desire of the continuing partners that the name Gager continue to remain in the partnership name. [Attorney Gager], or his Executor, may, however, upon request have the name Gager dropped from the firm name, but until receipt of such request, the name Gager may continue to be used in the firm name."³

On June 27, 1967, attorney Gager died testate. Pursuant to the terms of his will dated March 24, 1964, the Colonial Bank and Trust Company was appointed executor of his estate. In a letter dated April 15, 1996, William W. Gager, Jr., requested that the Bank of Boston Connecticut, as executor by way of succession to the Colonial Bank and Trust Company, commence proceedings to remove the name "Gager" from the firm's name. After considering the request, the Bank of Boston Connecticut refused to commence such proceedings.⁴ As a result, William W. Gager, Jr., filed a petition with the Probate Court for the district of Cheshire to open his father's estate and to remove the Bank of Boston Connecticut as executor. Thereafter, the Bank of Boston Connecticut tendered its resignation as executor of the estate and, on December 19, 1996, the Probate Court appointed William W. Gager, Jr., as administrator c.t.a.

In 1997, William W. Gager, Jr., commenced this action as administrator c.t.a. of the estate.⁵ Due to his declining health, however, his daughter, Sarah Whelan, was appointed successor administrator c.t.a., d.b.n., of the estate, and subsequently, was substituted as the plaintiff in this matter. A trial to the court was held on May 16, 2001, during which the parties introduced testimonial and documentary evidence. Thereafter, the court issued a memorandum of decision and rendered judgment for the defendant. In its memorandum of decision, the court determined that (1) "because the agreement clearly and unambiguously states that only attorney Gager or his executor may `have the name Gager dropped from the firm name,' [the] court will not imply such terms to include all duly appointed successors" and (2) a reasonable balancing of the equities did not weigh in favor of the substitute plaintiff because she failed "to demonstrate that she would suffer any actual harm, financial or otherwise, should the firm retain the Gager name," whereas "a fair preponderance of the evidence indicates that removal of the name would cause [the] defendant to suffer significant harm, financial and otherwise." This appeal followed. Additional facts will be set forth as necessary.

I

The substitute plaintiff claims that the court improperly determined, under the terms of the retirement agreement, that she and the original plaintiff lacked the power to compel the defendant to remove the name "Gager" from its name. She argues that the agreement authorizes the "executor" of attorney Gager's estate to have the name "Gager" dropped from the firm's name and that for purposes of interpreting the agreement, the term "executor" is synonymous and interchangeable with the term "administrator" and includes successor administrators. In response, the defendant argues that the court properly determined that the agreement was clear and unambiguous, and, accordingly, gave effect to the agreement's plain language. We begin by setting forth our standard of review.

"Although ordinarily the question of contract interpretation, being a question of the parties' intent, is a question of fact . . . [w]here there is definitive contract language, the determination of what the parties intended by their contractual commitments is a question of law." (Citations omitted; internal quotation marks omitted.) Levine v. Massey, 232 Conn. 272, 277-78, 654 A.2d 737 (1995). "When . . . the trial court draws conclusions of law, our review is plenary and we must decide whether its conclusions are legally and logically correct . . . ." (Internal quotation marks omitted.) Issler v. Issler, 250 Conn. 226, 236, 737 A.2d 383 (1999); Marquardt & Roche/Meditz & Hackett, Inc. v. Riverbend Executive Center, Inc., 74 Conn. App. 412, 418, 812 A.2d 175 (2003).

"[T]he interpretation and construction of a written contract present only questions of law, within the province of the court . . . so long as the contract is unambiguous and the intent of the parties can be determined from the agreement's face . . . ." (Internal quotation marks omitted.) Tallmadge Bros., Inc. v. Iroquois Gas Transmission System, L.P., 252 Conn. 479, 495, 746 A.2d 1277 (2000), quoting 11 S. Williston, Contracts (4th Ed. 1999) § 30:6, pp. 77-80. "A court will not torture words to import ambiguity where the ordinary meaning leaves no room for ambiguity, and words do not become ambiguous simply because lawyers or laymen contend for different meanings." Marcolini v. Allstate Ins. Co., 160 Conn. 280, 284, 278 A.2d 796 (1971). "When the plain meaning and intent of the language is clear, a clause . . . cannot be enlarged by construction. There is no room for construction where the terms of a writing are clear and unambiguous, and it is to be given effect according to its language." (Internal quotation marks omitted.) Bonito v. Cambridge Mutual Fire Ins. Co., 64 Conn. App. 487, 493, 780 A.2d 984, cert. denied, 258 Conn. 926, 783 A.2d 1028 (2001).

The parties' dispute centers on the meaning of the term "executor" and, specifically, on whether that term, as set forth in paragraph four of the agreement, includes any duly appointed successor administrator c.t.a. In its memorandum of decision, the court recognized that "[w]hile the powers vested in an executor and an administrator are virtually the same, the terms themselves are different in that executors are chosen directly by the testator," whereas administrators are appointed by the court. (Emphasis added.) See McAdams v. Starr, 74 Conn. 85, 86-87, 49 A. 897 (1901); G. Wilhelm, Settlement of Estates in Connecticut (2d Ed. 2000) § 2:68, p. 2-36; see also General Statutes §§ 45a-233 (a) (1), 45a-290; 31 Am. Jur. 2d, Executors and Administrators §§ 5, 6 (2002). We agree with the court that paragraph four of the agreement clearly and unambiguously provides that only attorney Gager himself, or his "executor," may request that the "Gager" name be removed from the firm's name.⁶ The term "executor," as expressed in the agreement, therefore, does not include duly appointed successor administrators, such as the substitute plaintiff. We conclude that the court's determination was legally and logically correct and accordingly, we reject the substitute plaintiff's first claim.⁷

II

Next, the substitute plaintiff claims that the court improperly applied principles of equity in balancing the equities in favor of the defendant. She argues that under the agreement, the right to compel the defendant to stop using the "Gager" name is absolute and unconditional, and, thus, may be enforced without an articulation or demonstration of any reason or harm. She argues, furthermore, that notwithstanding that unfettered right to demand enforcement, she did articulate a reasonable basis for compelling the defendant to stop using the "Gager" name,⁸ and, by contrast, the defendant failed to demonstrate that it would be harmed by a change to its name. In response, the defendant maintains that the court properly balanced the equities in reaching its decision to deny an award of specific performance to the substitute plaintiff.

In its memorandum of decision, the court articulated the following as an independent ground for denying the request for specific performance: "[A] reasonable balancing of the equities precludes the plaintiff from requesting that the Gager name be removed from the firm name based upon the plaintiff's failure to demonstrate that she would suffer any actual harm, financial or otherwise, should the firm retain the Gager name. While the plaintiff is not harmed by nonremoval, a fair preponderance of the evidence indicates that removal of the name would cause [the] defendant to suffer significant harm, financial and otherwise."

We note that "[t]he specific performance remedy is a form of injunctive decree in which the court orders the defendant to perform the contract. . . . The specific performance decree originated...