AQUARION WATER COMPANY OF CONNECTICUT v. BECK LAW PRODUCTS AND FORMS, LLC

• Decision Date: 24 October 2006
• Docket Number: (AC 26656)
• Citation: 98 Conn. App. 234,907 A.2d 1274
• Court: Connecticut Court of Appeals
• Parties: AQUARION WATER COMPANY OF CONNECTICUT ET AL. v. BECK LAW PRODUCTS AND FORMS, LLC, ET AL.

98 Conn. App. 234

907 A.2d 1274

AQUARION WATER COMPANY OF CONNECTICUT ET AL. v.BECK LAW PRODUCTS AND FORMS, LLC, ET AL.

(AC 26656)

Appellate Court of Connecticut.

Argued April 26, 2006.

Officially released October 24, 2006

Flynn, C. J., and Gruendel and Berdon, Js.

Kenneth A. Beck, for the appellants(defendants).

Richard P. Colbert, with whom were Erick M. Sandler and, on the brief, Michael P. Shea, for the appellees(plaintiffs).

Opinion

BERDON, J.

The defendants, Beck Law Products and Forms, LLC, Heinz von Kuthy, Gerald Neunteufel, Peter Neunteufel and Renate Werner, appeal from the judgment of the trial court rendered in favor of the plaintiffs, Aquarion Water Company of Connecticut and BHC Company, in this summary process action.On appeal, the defendants claim that the court improperly (1) enforced an unsigned settlement agreement, (2) granted relief beyond the scope of the settlement agreement by (a) rendering judgment of possession and (b) awarding attorney's fees and costs, and (3) failed to rule on their motion to strike, motion for default and motion to set aside orders.¹We reverse the judgment of the trial court only as to the award of attorney's fees and costs.

The record reveals the following factual and procedural background relevant to this appeal.On October 19, 2004, the plaintiffs brought this summary process action seeking to dispossess the defendants and to confirm the plaintiffs' ownership of property located in Easton.The defendants in turn asserted special defenses and a counterclaim alleging ownership of the property by adverse possession, which the plaintiffs denied.

The parties were scheduled to argue motions at short calendar on April 27, 2005.²On that day, the plaintiffs' counsel told the court that the parties had agreed to have all of their motions marked "off" and that they had "reached a settlement in principle on the entire matter . . . ."The defendants' counsel stated that he agreed.The court then granted the request of the plaintiffs' counsel to mark the case"settled" but not "withdrawn" until the settlement could be concluded within the next thirty days.The draft of the settlement agreement was marked as exhibit one.It was a four page typed document with handwritten changes that were agreed to by counsel immediately before its presentation in court.One of those handwritten changes required the plaintiffs to provide the defendants with a letter from the department of public health designating the property at issue as class I water company land pursuant to General Statutes § 25-37c.Counsel subsequently corresponded by e-mail, making further adjustments to the settlement agreement.On May 19, 2005, the plaintiffs satisfied their obligation to provide the defendants with a letter from the department of public health.Upon receiving that letter, the defendants requested further changes to the settlement agreement.

On June 3, 2005, the plaintiffs filed an emergency motion to enforce the settlement agreement and for an award of sanctions, attorney's fees and costs.On June 6, 2005, after a hearing on the plaintiffs' motion, the court rendered judgment of possession in favor of the plaintiffs in accordance with the settlement agreement that had been marked as exhibit one on April 27, 2005.The court also stated that it would award attorney's fees upon the submission of an affidavit and after a hearing.On June 9, 2005, the defendants filed a motion to set aside the judgment, arguing, among other things, that they had not authorized their counsel to enter into the settlement agreement.The following day, the court orally ruled that the defendants would have to "pay the price" because they"thumbed their noses at the deal."The court therefore awarded the plaintiffs $65,101.20 in attorney's fees and $2253.39 in costs.This appeal followed.³

I

The defendants first claim that the court improperly enforced an unsigned settlement agreement.The defendants argue that the settlement agreement submitted in court on April 27, 2005, was not enforceable because the parties had not arrived at a "meeting of the minds" and made further changes after that date.We disagree.

We begin by setting forth our standard of review."The existence of a contract is a question of fact to be determined by the trier on the basis of all of the evidence."(Internal quotation marks omitted.)MD Drilling & Blasting, Inc. v. MLS Construction, LLC,93 Conn. App. 451, 454, 889 A.2d 850(2006)."To the extent that the trial court has made findings of fact, our review is limited to deciding whether such findings were clearly erroneous. . . .A finding of fact is clearly erroneous when there is no evidence in the record to support it. . . or when although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed. . . .In making this determination, every reasonable presumption must be given in favor of the trial court's ruling."(Citation omitted; internal quotation marks omitted.)Maharishi School of Vedic Sciences, Inc. (Connecticut) v. Connecticut Constitution Associates Ltd. Partnership,260 Conn. 598, 605, 799 A.2d 1027(2002).

We first consider the defendants' argument that there had not been a "meeting of the minds.""It is a fundamental principle of contract law that the existence and terms of a contract are to be determined from the intent of the parties. . . .The parties' intentions manifested by their acts and words are essential to the court's determination of whether a contract was entered into and what its terms were. . . .Whether the parties intended to be bound without signing a formal written document is an inference of fact for the trial court that we will not review unless we find that its conclusion is unreasonable."(Internal quotation marks omitted.)MD Drilling & Blasting, Inc. v. MLS Construction, LLC,supra, 93 Conn. App. 454-55."In order for an enforceable contract to exist, the court must find that the parties' minds had truly met. . . .If there has been a misunderstanding between the parties, or a misapprehension by one or both so that their minds have never met, no contract has been entered into by them and the court will not make for them a contract which they themselves did not make."(Internal quotation marks omitted.)Id., 456.

On April 27, 2005, the defendants' counsel agreed with the plaintiffs' counsel that the parties had "reached a settlement in principle on the entire matter . . . ."Although the parties did not sign the settlement agreement, that fact by itself is not significant."Parties are bound to the terms of a contract even though it is not signed if their assent is otherwise indicated."Sicaras v. Hartford,44 Conn. App. 771, 778, 692 A.2d 1290, cert. denied, 241 Conn. 916, 696 A.2d 340(1997).On June 6, 2005, the court held a hearing on the plaintiffs' motion to enforce and, having determined that the parties had reached an agreement to settle, granted the motion to enforce the settlement agreement and rendered judgment thereon.⁴On the basis of the representations to the court by counsel on April 27 and June 6, 2005, it was reasonable for the court to have found that the parties had reached an agreement to settle on April 27, 2005.⁵

We next consider the defendants' argument that the settlement agreement presented to the court on April 27, 2005, could not have become a binding agreement because the parties made further changes to it after that date.The defendants attach great significance to those postagreement discussions.Our contract law, however, is not as constricted as the defendants assume it to be.The defendants assume that the court is precluded from finding the existence of an enforceable agreement if the parties engaged in further negotiations subsequent to the time of the agreement.We disagree.

"The fact that parties engage in further negotiations to clarify the essential terms of their mutual undertakings does not establish the time at which their undertakings ripen into an enforceable agreement. . . .We have found no authority that assigns so draconian a consequence to a continuing dialogue between parties that have agreed to work together.We know of no authority that precludes contracting parties from engaging in subsequent negotiations to clarify or to modify the agreement that they had earlier reached. . . .

"Under the modern law of contract, if the parties so intend, they may reach a binding agreement even if some of the terms of that agreement are still indefinite.. . .General Statutes § 42a-2-204 expressly recognizes that, if the parties so intend, they may reach a binding agreement even though one or more terms are left open . . . ."(Citations omitted; internal quotation marks omitted.)Willow Funding Co., L.P. v. Grencom Associates,63 Conn. App. 832, 843-44, 779 A.2d 174(2001).

Accordingly, we conclude that the court's finding that the parties had entered into an enforceable agreement on April 27, 2005, was not clearly erroneous.

II

The defendants next claim that the court improperly granted relief beyond the scope of the settlement agreement by (1) rendering judgment of possession and (2) awarding attorney's fees.⁶

A

The defendants first argue that the court went beyond the scope of the settlement agreement by rendering judgment of possession because "there was never a provision for a judgment of possession in favor of the plaintiff.Rather, the settlement agreement was to be a series of releases of claims and an agreement to stay off the plaintiff's land."As our standard of review dictates, we review the court's decision for abuse of discretion.

After finding the settlement agreement enforceable on June 6, 2005, the court rendered "judgment of immediate possession of the premises . . . in accordance with" the settlement agreement of the parties.We fail to see how the court could have gone beyond the...