Christian v. Gouldin

• Decision Date: 27 August 2002
• Docket Number: (AC 21657)
• Citation: 804 A.2d 865,72 Conn. App. 14
• Court: Connecticut Court of Appeals
• Parties: F. GLENN CHRISTIAN v. JOANNE A. GOULDIN, EXECUTRIX (ESTATE OF NORMAN H. GOULDIN), ET AL.

72 Conn. App. 14

804 A.2d 865

F. GLENN CHRISTIAN v. JOANNE A. GOULDIN, EXECUTRIX (ESTATE OF NORMAN H. GOULDIN), ET AL.

(AC 21657)

Appellate Court of Connecticut

Argued April 25, 2002

Officially released August 27, 2002

Foti, Schaller and Flynn, Js. Thomas F. McDermott, Jr., for the appellant (plaintiff).

Gary A. MacMillan, for the appellees (named defendant et al.).

Opinion

FOTI, J.

This appeal arises from a dispute over a partnership agreement between the plaintiff, F. Glenn Christian, and Norman H. Gouldin, Angelo L. Miglietta and James M. Belcher.¹ The plaintiff appeals from the judgment of the trial court granting the defendants' motion for summary judgment as to the first count of the plaintiff's complaint. The plaintiff argues that the court improperly (1) granted the motion for summary judgment and (2) declined to equitably estop the defendants from raising a defense relative to their claim of limitation of partnership liability. We affirm the judgment of the trial court.

The relevant facts and procedural history are as follows. The plaintiff, Gouldin, Miglietta and Belcher formed Keene Industries Company, a general partnership, in June, 1988. The partnership owned Keene Industries, Inc. In May, 1989, the partnership restated and amended its partnership agreement. That partnership agreement (May agreement) stated that upon termination of a partner's employment, the departing partner's interest in the partnership would be liquidated in an amount calculated according to the terms of the May agreement.

Specifically, the May agreement provided that the amount to be paid to a departing partner included three components consisting of a pro rata share of the partnership's income, an amount based on the departing partner's capital account and a guaranteed payment based on the partnership's determined value. Under the agreement, the income and capital portions were to be paid within 180 days of termination, and the guaranteed amount was to be paid quarterly over four years in equal installments. Regardless of that schedule, however, the May agreement also included a limiting provision that allowed the partnership to defer payments to withdrawing partners on a per capita basis in the event that total payouts to such partners exceeded $650,000 in any given fiscal year.

The plaintiff's employment with Keene Industries Company and Keene Industries, Inc., terminated on December 31, 1991, triggering liquidation.² On that date, the plaintiff's income and capital portions of the liquidation payments equaled $94,597.28, and his guaranteed payment was $900,000.

On January 1, 1992, after some negotiation between the plaintiff and the other partners, the partners presented the plaintiff with a proposed new agreement (letter agreement) expressly referencing the plaintiff's termination and subsequent payout. The plaintiff executed that letter agreement on January 15, 1992. The letter agreement specified the exact amounts owed to the plaintiff using the May agreement's method of calculation. The guaranteed payout installments, however, would now be disbursed monthly during a five year period. Further, any payments thirty days or more overdue would accrue interest at a rate of 10 percent per annum. Additionally, the letter agreement provided that all payments to the plaintiff would be from the partnership's funds without any personal liability on the part of individual partners. By his signature, the plaintiff also agreed to a general release and discharge of the partnership, its partners and the corporation from all other claims.

On September 29, 1999, the plaintiff filed a two count complaint for breach of contract due to nonpayment of the guaranteed payment portions of the liquidation payout. The first count named the individual partners, and the second count named the partnership. The defendants filed an answer on November 1, 1999, asserting as a special defense for the individual partners the signed general release and nonrecourse provisions of the letter agreement. On July 28, 2000, the defendants filed a motion for summary judgment as to count one against the individual partners, claiming that there were no genuine issues of material fact in dispute regarding the liability of the individual defendants named in the first count of the complaint.

In the plaintiff's objection, filed October 3, 2000, he argued that there remained disputed issues of fact as to what effect the letter agreement had on the defendants' obligations under the May agreement, whether the letter agreement was supported by consideration and whether defendants should be estopped from raising the letter agreement as a defense to personal liability. Finding no genuine issue of material fact regarding the validity or construction of the letter agreement, the court granted the defendants' motion for summary judgment as to count one of the plaintiff's complaint. The plaintiff now appeals from that ruling.

We begin by stating our well settled standard of review of a court's decision to grant a motion for summary judgment. "On appeal, [w]e must decide whether the trial court erred in determining that there was no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law.... Because the trial court rendered judgment for the [defendants] as a matter of law, our review is plenary and we must decide whether [the trial court's] conclusions are legally and logically correct and find support in the facts that appear in the record....

"Practice Book [§ 17-49] provides that summary judgment shall be rendered forthwith if the pleadings, affidavits and any other proof submitted show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law.... In deciding a motion for summary judgment, the trial court must view the evidence in the light most favorable to the nonmoving party....

"A material fact is a fact that will make a difference in the outcome of the case.... Once the moving party has presented evidence in support of the motion for summary judgment, the opposing party must present evidence that demonstrates the existence of some disputed factual issue.... It is not enough, however, for the opposing party merely to assert the existence of such a disputed issue. Mere assertions of fact ... are insufficient to establish the existence of a material fact and, therefore, cannot refute evidence properly presented to the court...." (Citations omitted; internal quotation marks omitted.) Yancey v. Connecticut Life & Casualty Ins. Co., 68 Conn. App. 556, 558-59, 791 A.2d 719 (2002).

Moreover, "[a] defendant's motion for summary judgment is properly granted if it raises at least one legally sufficient defense that would bar the plaintiff's claim and involves no triable issue of fact." Perille v. Raybestos-Manhattan-Europe, Inc., 196 Conn. 529, 543, 494 A.2d 555 (1985).

I

The plaintiff first claims that the court improperly granted the defendants' motion for summary judgment because the pleadings and his affidavit filed in opposition to the motion showed that a genuine issue of material fact exists concerning (1) the proper interpretation of the letter agreement's effect on the liability of the individual partners and (2) whether the letter agreement was supported by valid consideration. Keeping in mind our standard of review, we address separately each of those arguments.

A

Because the court granted summary judgment largely on the basis of its interpretation of the letter agreement, we must decide whether the court's interpretation of that agreement was legally and logically correct. Our review, therefore, requires us to first set forth the applicable principles of contract law.

"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). "[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." 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. Lord 1999) § 30:6, pp. 77-80. "Contract language is unambiguous when it has a definite and precise meaning about which there is no reasonable basis for a difference of opinion." Paul Revere Life Ins. Co. v. Pastena, 52 Conn. App. 318, 322, 725 A.2d 996, cert. denied, 248 Conn. 917, 734 A.2d 567 (1999), citing Levine v. Advest, Inc., 244 Conn. 732, 746, 714 A.2d 649 (1998).

"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 only one interpretation of a contract is possible, the court need not look outside the four corners of the contract...." (Internal quotation marks omitted.) Venture Partners, Ltd. v. Synapse Technologies, Inc., 42 Conn. App. 109, 113, 679 A.2d 372 (1996).

The plaintiff claims that the court improperly concluded that the parties had intended the letter agreement to modify or to supplant the May agreement and that the parties intended to give effect to the letter agreement's nonrecourse provision. The plaintiff argues that his affidavit in support of his opposition to the motion for summary judgment raised some factual disputes relating to the interpretation of the letter agreement. The plaintiff contends that the court, in granting...