Albert Mendel and Son, Inc. v. Krogh, 2814

Decision Date21 May 1985
Docket NumberNo. 2814,2814
CourtConnecticut Court of Appeals
PartiesALBERT MENDEL AND SON, INC. v. Leonard E. KROGH, Commissioner of Agriculture.

Kenneth N. Tedford, Asst. Atty. Gen., with whom, on the brief, was Joseph I. Lieberman, Atty. Gen., for appellant (defendant).

Karen P. Blado, Hartford, with whom, on the brief, was Thomas J. Shortell, Hartford, for appellee (plaintiff).

Before DUPONT, C.P.J., and HULL and SPALLONE, JJ.

SPALLONE, Judge.

The defendant appeals from a declaratory judgment in which the trial court ruled as to the evidence which could be introduced at a hearing to determine whether the plaintiff is qualified to be reissued a cattle dealer's license.

In January, 1980, the defendant ordered the plaintiff to show cause why its cattle dealer's license should not be revoked or suspended pursuant to General Statutes § 22-386 1 for importing cattle into Connecticut without a permit and without the cattle being properly tested and certified as free of disease. A hearing was scheduled for February 25, 1980. The plaintiff waived the hearing and, on May 9, 1980, entered into a stipulation and agreement with the defendant. Under the terms of the stipulation, the parties agreed that the plaintiff's license would be suspended for a one year period from January 7, 1980, and that upon the expiration of that period, the plaintiff, upon application, would be reissued a license if it met certain conditions.

On June 3, 1982, the plaintiff reapplied for a cattle dealer's license. 2 Prior to a hearing on the application, the plaintiff requested that the defendant issue declaratory rulings 3 on several matters, including the effect of the stipulation on the evidence which could be admitted at the hearing. Specifically, the plaintiff requested that the defendant declare that all matters alleged to have occurred before January 7, 1980, the effective date of the suspension of its license, were settled by the stipulation and that evidence relating to such matters could not be presented at the hearing. On August 2, 1982, the defendant ruled that the stipulation did not preclude the presentation of evidence of such matters.

The plaintiff then sought a declaratory ruling from the Superior Court on the admissibility of such evidence. 4 After reviewing the stipulation, the trial court found "that only those matters pertaining to the qualifications of the plaintiff which occurred since January 7, 1980, and those of like nature which occurred prior to that date but which were then not known to the Department of Agriculture may be considered by the Commissioner with respect to the plaintiff's application. On an offer of evidence involving a matter alleged to have occurred prior to January 7, 1980, it shall be the burden of the Department of Agriculture to prove a lack of knowledge of such matter on said date."

On appeal, the defendant argues that the trial court erred in its interpretation of the stipulation. He maintains that the stipulation should be treated merely as a determination of the allegations set forth therein and that it should not be construed to limit in any way the evidence which may be introduced at the hearing on the plaintiff's license. He further claims that the court erred in placing on him the burden of proving lack of knowledge of matters which occurred prior to January 7, 1980. 5

The duties of the defendant, as the head of an administrative agency, necessarily include the right to exercise discretion. Riley v. State Employees' Retirement Commission, 178 Conn. 438, 442, 423 A.2d 87 (1979). "[T]he essence of such discretionary power is that the agency or commission may choose which of several permissive courses will be followed." Id. In this case, the defendant entered into a stipulation with the plaintiff pursuant to General Statutes § 4-177(d) which provides as follows: "Unless precluded by law, informal disposition may be made of any contested case by stipulation, agreed settlement, consent order, or default."

The settlement of disputes by informal processes serves the public interest as an alternative to litigation. See United States v. Armour & Co., 402 U.S. 673, 681, 91 S.Ct. 1752, 1757, 29 L.Ed.2d 256 (1971). Informal dispositions enable agencies to more efficiently allocate their limited resources and thereby maximize their capacity to serve the public. See Johnson Products Co. v. F.T.C., 549 F.2d 35, 39 (7th Cir.1977). Procedures leading toward such disposition are themselves informal and are developed by the agencies themselves. See Action on Safety and Health v. F.T.C., 498 F.2d 757 (D.C.Cir.1974); 4 Mezines, Stein & Gruff, Administrative Law § 33.01. When informal settlements are achieved they are considered binding; Winn-Dixie Stores, Inc. v. F.T.C., 377 F.Supp. 773 (M.D.Fla.1974); and are strictly interpreted by the courts. 4 Mezines, Stein & Gruff, Administrative Law, supra.

"Consent decrees are entered into by parties to a case after careful negotiation has produced agreement on their precise terms. The parties waive their right to litigate the issues involved in the case and thus save themselves the time, expense, and inevitable risk of litigation. Naturally, the agreement reached normally embodies a compromise; in exchange for the saving of cost and elimination of risk, the parties each give up something they might have won had they proceeded with the litigation. Thus the decree itself cannot be said to have a purpose; rather the parties have purposes, generally opposed to each other, and the resultant decree embodies as much of those opposing purposes as the respective parties have the bargaining power and skill to achieve. For these reasons, the scope of a consent decree must be discerned within its four corners, and not by reference to what might satisfy the purposes of one of the parties to it." (Footnote omitted. Emphasis in original.) United States v. Armour & Co., supra, 402 U.S. 681-82, 91 S.Ct. 1757.

In considering the scope of the settlement between the parties in this case, we are likewise bound by the four corners of the stipulation. In our review, we bear in mind that the stipulation is in fact a contract, and that the intention of the parties controls the construction of that contract. Hatcho Corporation v. Della Pietra, 195 Conn. 18, 20, 485 A.2d 1285 (1985). Their intention is determined from the language used. Sturman v. Socha, 191 Conn. 1, 10, 463 A.2d 527 (1983). Any concealed intent which either party may have harbored plays no part in this determination. Id. The words as written, moreover, must be accorded a fair and reasonable construction and their "common, natural, and ordinary meaning and usage where it can be sensibly applied to the subject matter of the contract." Id.

It is an accepted principle of contract law that a contract is construed as a whole, and all relevant provisions are considered together. Lar-Rob Bus Corporation v. Fairfield, 170 Conn. 397, 407, 365 A.2d 1086 (1976). Paragraph 6(c) of the stipulation states that the plaintiff may be issued a license if it "is otherwise qualified to hold such license under Section 22-384 of the Connecticut General Statutes." On that basis, the defendant maintains that the stipulation should not be construed to restrict the evidence which may be considered at the hearing. Paragraph 6(c), however, must be read in light of paragraph 7, which states in clear and unambiguous language that the stipulation is in "full settlement of all matters concerning the Licensee within the knowledge of the Connecticut Department of Agriculture as of January 7, 1980." Parol evidence to show that a different meaning was actually desired will not be admitted where the intent of the parties is so clearly expressed. Welch v. Arthur A. Fogarty, Inc., 157 Conn. 538, 547, 255 A.2d 627 (1969). Since parties generally do not insert meaningless provisions in their agreements, every provision must be given effect if reasonably possible. Hatcho Corporation v. Della Pietra, supra, 195 Conn. 23, 485 A.2d 1285.

Contractual intention is generally held to be a question of fact. See First Hartford Realty Corporation v. Ellis, 181 Conn. 25, 33, 434 A.2d 314 (1980); Lavigne v. Lavigne, 3 Conn.App. 423, 427, 488 A.2d 1290 (1985). As a consequence, the trial court's conclusion as to such intent is subject to review on appeal under the limited standard of whether it is clearly erroneous. Lavigne v. Lavigne, supra. In view of the clear and unambiguous language of paragraph 7, we cannot conclude that the trial court's ruling as to the scope of the stipulation was clearly erroneous.

As to the defendant's remaining claim of error, we find that the trial court correctly placed the burden of proof of lack of knowledge of matters prior to January 7, 1980, on the defendant. It is fundamental in our law that the party asserting a fact has the obligation of proving it. See, e.g., Fishel v. Motta, 76 Conn. 197, 56 A. 558 (1903). "[W]henever the existence of any fact is necessary in order that a party may make out his case or establish his defense, the burden is on such party to show the existence of such fact." Holden & Daly, Connecticut Evidence § 53. This is generally so even when the fact to be proven is a negative one. McCormick, Evidence (2d Ed.) § 337.

The proper allocation of the burden of proof may be distilled to a question of policy and fairness based on experience in different situations. Rustad v. Great Northern Ry., 122 Minn. 453, 456, 142 N.W. 727 (1913); James & Hazard, Civ.Proc. (2d Ed.) § 7.8 n. 1. A number of variables are considered in determining where the burden properly lies. 6 One consideration is which party has readier access to knowledge about the fact in question. While this consideration is by no means controlling; James & Hazard, supra, § 7.8; in this case it is persuasive. Any investigation of the plaintiff prior to January 7, 1980, was...

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