Macdermid, Inc. v. Leonetti

• Decision Date: 15 May 2018
• Docket Number: SC 19817
• Citation: 183 A.3d 611,328 Conn. 726
• Court: Connecticut Supreme Court
• Parties: MACDERMID, INC. v. Stephen J. LEONETTI

328 Conn. 726

183 A.3d 611

MACDERMID, INC.

v.Stephen J. LEONETTI

SC 19817

Supreme Court of Connecticut.

Argued November 6, 2017

Officially released May 15, 2018

Marc P. Mercier, with whom were Bruce S. Beck and, on the brief, Alexa J.P. Lindauer, Manchester, for the appellant(defendant).

John R. Horvack, Jr., New Haven, for the appellee(plaintiff).

Palmer, McDonald, Robinson, D'Auria, Mullins and Kahn, Js.^*

ROBINSON, J.

The defendant, Stephen J. Leonetti, appeals from the judgment of the trial court, rendered after a jury trial, in favor of the plaintiff, MacDermid, Inc., on its claim of unjust enrichment.¹On appeal, the defendant contends the following: (1)the plaintiff's unjust enrichment claim is barred by collateral estoppel on the basis of the proceedings underlying our decision in Leonetti v. MacDermid, Inc. , 310 Conn. 195, 76 A.3d 168(2013);(2)the plaintiff's recovery is precluded by General Statutes §§ 31–290²and31–296 (a),³ the terms of a termination agreement (agreement) between the parties, and public policy; (3)the trial court's jury instructions were improper; and (4)the trial court improperly excluded certain evidence.The plaintiff disagrees and claims that many of the defendant's arguments are unpreserved, inadequately briefed, or both.We agree with the plaintiff.Accordingly, we affirm the judgment of the trial court.

The record, including our decision in Leonetti v. MacDermid, Inc. , supra, 310 Conn. at 195, 76 A.3d 168, reveals the following facts and procedural history."The [defendant] worked for the [plaintiff] for twenty-eight years until he was discharged in early November, 2009.Five years earlier, in June, 2004, the [defendant] sustained a lower back injury during the course of his employment.The [defendant] timely filed notice of a workers' compensation claim related to this injury on April 14, 2005.The parties stipulated to the [Workers' Compensation Commissioner (commissioner) ] that the injury suffered by the [defendant] was a compensable injury.

"At the time that the [plaintiff] informed the [defendant] that he would be discharged from his employment, the [plaintiff] presented the [defendant] with a proposed ... agreement."Id., at 199, 76 A.3d 168.Under the terms of the agreement, the defendant's purpose in entering into the agreement was to provide "a binding agreement and understanding" with the plaintiff.As such, the agreement provided that the parties desired "to make the proposed transition as amiable and [trouble free] as possible ....""Article II of the agreement signed by the parties provides that the [defendant] agreed to release the [plaintiff] from the following: 'any and all suits, claims, costs, demands, attorney's fees, damages, back pay, front pay, interest, special damages, general damages, workers' compensation claims, punitive damages, liabilities, actions, administrative proceedings, expenses, accidents, injuries and any other cause of action in law or equity that [the defendant] has or may have or might in any manner acquire which arise out of, relate to, or is in connection with his ... employment with, relationship with or business dealings with [the plaintiff] or the termination of that employment, relationship or dealings, or any other act, occurrence or omission, known or unknown, which occurred or failed to occur on or before the date this [a]greement is executed.'

"Article III of the agreement provides that, in consideration 'for the agreements and covenants made herein, the release given, the actions taken or contemplated to be taken, or to be refrained from,' the [defendant] would be paid twenty-seven weeks 'severance pay, determined solely upon the [defendant's] current base salary,' which amounted to $70,228.51, within thirty days of the [plaintiff's] receipt of the properly executed agreement; the [defendant] would continue to earn paid time off through his final day of employment; the [defendant] would be able to continue to obtain medical and dental benefits for up to eighteen consecutive months from his last date of employment under the Consolidated Omnibus Budget Reconciliation Act of 1985;29 U.S.C. §§ 1161 through 1168[2006]; and the [defendant] had the option to convert group life insurance to individual life insurance within thirty days of his last day of employment.

"Article III of the agreement also provided that '[the defendant] understands that the payments and benefits listed above are all that [the defendant] is entitled to receive from [the plaintiff]....[The defendant] agrees that the payments and benefits above are more than [the plaintiff] is required to pay under its normal policies, procedures and plans.' ...

"Article IV of the agreement also required the [defendant] to enter into a one year noncompete agreement and also contained a clause stating in part that '[the defendant] acknowledges that he has been given a reasonable period of time of at least thirty ... days to review and consider this [a]greement before signing it.[The defendant] is encouraged to consult his or her attorney prior to signing this [a]greement.' "(Emphasis in original.)Leonetti v. MacDermid, Inc. , supra, 310 Conn. at 199–201, 76 A.3d 168.

Article V (b) of the agreement, entitled "[i]nvalid [c]lauses," provides: "It is understood and agreed that if any terms or provisions of this [a]greement shall contravene or be invalid under the laws of the United States, such contravention or invalidity shall not invalidate the whole [a]greement, but it shall be construed and enforced as to most nearly give effect to the intentions of the parties as expressed herein as possible."

"The [defendant] did not want to release his preexisting workers' compensation claim relating to the 2004 injury by signing the agreement.He consulted with his attorney, who contacted the [plaintiff's]counsel and requested that the [plaintiff] remove from the agreement the language that could operate to release the [defendant's] workers' compensation claim.The [plaintiff] refused to modify the language of the agreement.The [defendant's]counsel wrote a letter to the [plaintiff's]counsel asserting that the release language of article II of the agreement 'really has no effect without the [c]ommissioner's approval' and scheduled an informal hearing before a workers' compensation commissioner for January 8, 2010.The [plaintiff's]counsel did not attend the informal hearing, although a representative of Liberty Mutual Insurance Group, which administered the claim on behalf of the [plaintiff], did attend.Nothing was resolved on January 8, and, on January 27, 2010, the hearing was rescheduled for March 1, 2010.

"On January 26, 2010, the [plaintiff] sent the [defendant] a letter stating that, unless the [defendant] signed the unmodified agreement within the next ten days, it would withdraw its offer of $70,228.51 in severance pay.The [defendant] signed the agreement on February 2, 2010, and the commissioner found that the [defendant] did so because he did not wish to forfeit his severance pay.After the [plaintiff] received the signed agreement from the [defendant], it paid the [defendant] the $70,228.51.At that time, the commissioner had not approved the agreement as a 'voluntary agreement' or stipulation as defined in § 31–296.

"A formal hearing was held several months later to determine the enforceability of the language in article II of the agreement that dealt with the release of the [defendant's] workers' compensation claim.Specifically, the parties asked the commissioner to determine as follows: (1)'[w]hether a signed termination agreement between [an] employer and [an] employee can effectively waive the parties' rights and obligations set forth in the [Workers' Compensation Act (act),General Statutes § 31–275 et seq., in the absence of] approval of the agreement by a [commissioner]'; and (2)'[i]f the ... agreement does not waive the parties' rights and obligations set forth in the [act]—whether the [c]ommissioner would issue an order that the ... agreement be entered as a full and final stipulation of the [defendant's] workers' compensation claim against the [plaintiff].'

"The commissioner first found that, without approval by a commissioner, the agreement did not effectively waive the parties' rights and obligations under the act.Next, the commissioner found that the agreement should not be approved as a full and final stipulation of the [defendant's] workers' compensation claim.In making this determination, the commissioner credited the [defendant's] testimony that 'the [agreement] and payment of $70,228.51 was based on the number of years [the defendant] worked for the [plaintiff] and there was no money paid in this agreement for [the defendant's] workers' compensation claim.'As a result, the commissioner found that the [plaintiff] had paid no consideration to the [defendant] for his accepted workers' compensation claim.In light of these findings, the commissioner found that the Workers' Compensation Commission(commission) retained jurisdiction over the [defendant's]2004 injury and scheduled a further hearing on the [defendant's] assertion that the injury has rendered a 10 percent permanent partial disability rating to the [defendant's] lumbar spine."Leonetti v. MacDermid, Inc. , supra, 310 Conn. at 201–203, 76 A.3d 168.The plaintiff appealed from the commissioner's decision to the Workers' Compensation Review Board(board), which affirmed the commissioner's decision.Id., at 203, 76 A.3d 168.Thereafter, the plaintiff appealed from the decision of the board.Id., at 199, 76 A.3d 168.We then transferred that appeal to this court.Id.

On appeal, this court concluded that, under § 31–296, a contractual release of a workers' compensation claim is unenforceable until it has been approved by the commissioner.Id., at 207, 76 A.3d 168.We then upheld the board's decision affirming the commissioner's refusal to approve the release as a full and final settlement...