MAHARISHI SCHOOL OF VEDIC SCIENCES, INC.(CONNECTICUT) v. …

• Decision Date: 02 July 2002
• Docket Number: (SC 16702).
• Citation: 260 Conn. 598,799 A.2d 1027
• Court: Connecticut Supreme Court
• Parties: MAHARISHI SCHOOL OF VEDIC SCIENCES, INC. (CONNECTICUT) v. CONNECTICUT CONSTITUTION ASSOCIATES LIMITED PARTNERSHIP.

260 Conn. 598

799 A.2d 1027

MAHARISHI SCHOOL OF VEDIC SCIENCES, INC. (CONNECTICUT) v. CONNECTICUT CONSTITUTION ASSOCIATES LIMITED PARTNERSHIP.

(SC 16702).

Supreme Court of Connecticut.

Argued April 19, 2002.

Officially released July 2, 2002.

Borden, Norcott, Katz, Palmer and Vertefeuille, Js. Richard P. Weinstein, with whom was Nathan A. Schatz, for the appellant (plaintiff).

Robert M. Dombroff, with whom, on the brief, were Ann M. Siczewicz and Brent L. Hoffman, for the appellee (defendant).

Opinion

KATZ, J.

The dispositive issue in this appeal is whether the trial court properly determined that an agent of the plaintiff, Maharishi School of Vedic Sciences, Inc. (Connecticut), had the authority to bind the plaintiff to a settlement agreement with the defendant, Connecticut Constitution Associates Limited Partnership, and a third party, General Electric Capital Corporation (General Electric). The plaintiff appeals¹ from the judgment of the trial court rendered after the granting of the defendant's motion to summarily enforce the agreement. We affirm the trial court's judgment.

The record discloses the following undisputed facts. The plaintiff is the owner of a hotel, formerly known as the Summit Hotel, located on Constitution Plaza in downtown Hartford. The defendant owns Constitution Plaza. The plaintiff filed an amended complaint, dated November 9, 1998, against the defendant alleging a violation of an existing declaration of reciprocal easements that the defendant had executed on December 13, 1988. The complaint specifically alleged that the defendant impermissibly had interfered with the plaintiff's access to and use of 220 designated parking spaces in the defendant's garage, which is adjacent to the plaintiff's hotel. Thereafter, General Electric, the holder of a mortgage and security interest on the defendant's property, was cited in as an additional party defendant.²

Trial on the matter commenced on August 4, 1999, and, after two days, was suspended for evidentiary purposes. The action thereafter extended into February, 2001, after several continuances and various other legal proceedings. Contemporaneous with those proceedings, between April and December, 2000, the parties engaged in settlement negotiations. Throughout those negotiations, the plaintiff communicated through Paul Potter, its corporate secretary, and Daniel A. Wasielewski, its directing manager. On May 15, 2000, the parties informed the court that they had reached an agreement in principle. The court continued the action for thirty days to facilitate the finalization of the agreement and the filing of a withdrawal of the case. The court scheduled a deadline for filing the withdrawal for June 16, 2000.

On or about June 13, 2000, the defendant sent the plaintiff an initial draft of the agreement consisting of a document that set forth terms for a new easement on the defendant's property and another document that contained a settlement and a release, which required the parties to record the new easement in the Hartford land records and required the plaintiff concurrently to withdraw the case. The easement expressly designated Potter, per the plaintiff's request, as the individual to receive all notices, requests and other communications on the plaintiff's behalf. On June 28, 2000, following a failure by the parties to file a timely withdrawal of the case, the court rendered a judgment of dismissal. Thereafter, negotiations between the parties continued. On August 2, 2000, following a series of telephone conversations regarding the terms of the agreement, the defendant forwarded to the plaintiff a revised draft agreement. On August 21, 2000, the parties held a meeting for the purpose of finalizing language in the agreement, but continued discussions throughout September.

On October 19, 2000, pursuant to Practice Book § 17-4 (a),³ the plaintiff moved to open the judgment of dismissal, claiming that opening the judgment was prudent in order to maintain the option of a trial in the event that the ongoing efforts toward settlement ultimately failed. The plaintiff acknowledged that, although the case previously had been reported to the court as having been settled, additional time was still necessary to consummate the agreement and to reduce it to writing. The plaintiff further stated that the terms of the agreement with respect to the defendant had been finalized, but that there remained an unresolved issue between the defendant and General Electric,⁴ which did not implicate the plaintiff. Finally, the plaintiff advised the court that it was operating under the impression that the case was settled and that it anticipated no further court intervention once the paperwork was signed. On October 30, 2000, the trial court granted the plaintiff's motion to open the judgment of dismissal and set a new trial date.

During the negotiations, General Electric had suggested that it might be beneficial for the plaintiff to execute a corporate resolution expressly approving the terms of the agreement and granting Potter the authority to execute it on the plaintiff's behalf. James J. Nugent, the plaintiff's attorney, agreed to draft the resolution, to obtain its execution and to distribute it to the defendant, which, in turn, would forward the resolution to General Electric. On November 29, 2000, the defendant sent to Nugent a finalized draft of the settlement agreement for the plaintiff to sign. Nugent then gave the documents to Potter. Potter signed the settlement agreement and release and the easement in the presence of two witnesses and a notary, as well as an attestation that he had the authority to sign those documents on the plaintiff's behalf in his capacity as the plaintiff's secretary. Thereafter, Potter returned the signed papers to Nugent. Potter did not execute a corporate resolution. Following his receipt of the documents from Potter, Nugent informed Chad A. Landmon, the defendant's attorney, that the plaintiff had signed the agreement. Nugent and Landmon arranged to meet at Nugent's office on December 20, 2000, for the purpose of exchanging the documents. Landmon arranged with General Electric for it to send its executed signature papers to Landmon's office in time for the scheduled exchange. The plaintiff and the defendant also planned that, following the exchange, a paralegal from Landmon's office would record the new easement at the Hartford land records and the plaintiff would file a withdrawal of the action with the court that day.

On or about December 18, 2000, shortly after Potter had signed the agreement, Randall S. Koladis, the plaintiff's real estate agent, informed Potter that the economic development commission of the city of Hartford (city) was considering exercising its powers of eminent domain to take the plaintiff's property. He advised Potter to reconsider the agreement, in particular the easement, noting that it would be worthless if the city were to take the property.

Thereafter, on December 20, Nugent drove to Landmon's office for the sole purpose of exchanging the documents and consummating the settlement. Nugent brought with him the plaintiff's signed and notarized settlement and release agreement and easement, as well as the court papers required to withdraw the case. After Nugent arrived at Landmon's office, he received a voice-mail from Potter instructing him not to deliver the signed papers to the defendant. The meeting subsequently was concluded without an exchange of the signed documents.

On January 22, 2001, alleging that the parties had executed a final agreement but that the plaintiff "ha[d] refused to withdraw [the] action or to provide to the other parties the original documents containing [its] signature," the defendant moved the trial court summarily to enforce the agreement. On February 22, 2001, at the hearing on the defendant's motion, the plaintiff claimed that the agreement was unenforceable because, inter alia,⁵ the parties had contemplated that Nugent would obtain a corporate resolution from the plaintiff's board of directors approving the agreement as negotiated and granting Potter the authority to sign the agreement on the plaintiff's behalf, which Nugent had failed to obtain. In the absence of that resolution, the plaintiff contended that its agents, in particular, Potter, did not have the authority to bind it to the agreement.

On the basis of the evidence and testimony presented, the trial court determined that the parties had, in fact, arrived at an agreement that was "satisfactorily clear and unambiguous."⁶ The court noted that a corporate resolution had been discussed by the parties, but was never executed. Nevertheless, the trial court determined that "[n]o evidence was produced to demonstrate that, prior to December 20, 2000, Nugent or Potter acted beyond the authority granted to them by the [plaintiff]." The court reasoned that "[a] settlement agreement may be summarily enforced within the framework of the original lawsuit as a matter of law when the parties do not dispute the terms of the agreement. . . . No dispute existed between the parties at the time their counsel reached a settlement as evidenced by the executed documents." (Citation omitted.) Accordingly, the trial court granted the defendant's motion to enforce the agreement and rendered judgment thereon.

On appeal, the plaintiff reiterates the claim that it articulated before the trial court. Specifically, the plaintiff contends that the parties contemplated a corporate resolution approving the agreement and authorizing Potter to sign it, and that, in the absence of that resolution, the record cannot support the trial court's determination that Potter, as the plaintiff's agent, had the authority to bind the plaintiff to the agreement. Therefore, in the plaintiff's view, the trial court improperly enforced the agreement. The defendant counters that the record demonstrates that Potter had either actual or...