Rena Sobol Ackerman v. Sobol Family Partnership

• Citation: 298 Conn. 495,4 A.3d 288
• Decision Date: 28 September 2010
• Docket Number: Nos. 18288, 18289.,s. 18288, 18289.
• Parties: Rena Sobol ACKERMAN et al. v. SOBOL FAMILY PARTNERSHIP, LLP, et al. Alfred Casella et al. v. Ruth Sobol et al. Tamar Ackerman et al. v. Bank of America et al. In re Rena Sobol Ackerman Trust. TZVI Rakoszynski et al. v. Bank of America et al.
• Court: Supreme Court of Connecticut

298 Conn. 495

4 A.3d 288

Rena Sobol ACKERMAN et al.

v.SOBOL FAMILY PARTNERSHIP, LLP, et al.

Alfred Casella et al.

v.Ruth Sobol et al.

Tamar Ackerman et al.

v.Bank of America et al.

In re Rena Sobol Ackerman Trust.

TZVI Rakoszynski et al.

v.Bank of America et al.

Nos. 18288, 18289.

Supreme Court of Connecticut.

Argued Feb. 17, 2010.

Decided Sept. 28, 2010.

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Wesley W. Horton and William P. Horan, with whom were Kimberly A. Knox and, on the brief, Austin J. McGuigan, Anne C. Dranginis, Hartford, and Alexandra M. Greene, certified legal intern, for the appellants (plaintiffs).

Sheila A. Huddleston, with whom were Robert L. Wyld and Karen T. Staib, and, on the brief, Steven D. Ecker and Dina S. Fisher, Hartford, for the appellees (defendants).

NORCOTT, KATZ, VERTEFEUILLE, ZARELLA and McLACHLAN, Js. ^*

ZARELLA, J.

The principal issue in this consolidated appeal, ¹ which arises out of a series of disputes ² concerning the management and oversight of a family partnership and various family trusts, ³ is whether the plaintiffs' attorney had apparent authority to make settlement proposals, engage in settlement discussions and bind the plaintiffs to a global settlement agreement with the defendants. ⁴ The plaintiffs claim that the trial court's enforcement of a settlement agreement between the parties, based on a finding of apparent authority on the part of the plaintiffs' attorney to bind the plaintiffs to the agreement, was clearly erroneous in the absence of conduct by the plaintiffs (1) manifesting that their attorney had authority to settle the pending litigation, and (2) leading the opposing defense attorneys reasonably to believe that the plaintiffs' attorney had full and final authority to settle the litigation, as distinguished from authority only to negotiate. The plaintiffs also claim that they were denied their right to a jury trial on issues of fact under article first, § 19, of the Connecticut constitution, as amended by article four of the amendments, when the trial court, in the midst of voir dire, made findings of fact and determined that the litigants had reached a settlement of the pending litigation. The defendants respond that the trial court's finding that the plaintiffs' counsel had apparent authority to settle the litigation was not clearly erroneous and that the plaintiffs had no right to a jury trial on their equitable motions seeking to enforce the agreement. We affirm the judgment of the trial court.

In the underlying cases, the plaintiffs alleged, inter alia, breach of contract, breach of fiduciary duty, unjust enrichment, civil conspiracy and violation of the Connecticut Unfair Trade Practices Act, General Statutes § 42-110a et. seq. The cases were scheduled for a combined jury and court trial to commence on July 8, 2008, after the completion of jury selection. On July 3, 2008, however, the Sobol defendants and the defendant Bank of America each filed a motion to enforce a settlement agreement purportedly reached with the plaintiffs on July 1, 2008. On July 8, 2008, the trial court, Eveleigh, J., conducted a hearing pursuant to Audubon Parking Associates Ltd. Partnership v. Barclay & Stubbs, Inc., 225 Conn. 804, 811-12, 626 A.2d 729 (1993), ⁵ to determine whether the settlement agreement was enforceable, at which the plaintiffs argued that there was no agreement and the defendants argued that there was. On July 9, 2008, the court issued an oral decision from the bench containing the following findings of fact and conclusions of law.

“[T]he parties met for a mediation, which was held on May 29, 2008, before the Honorable Michael Sheldon. The plaintiffs' attorney, Glenn Coe, represented the plaintiffs at this mediation.

“At the time the mediation was concluded, a settlement had not been reached ... although Judge Sheldon did remain active in further negotiations between the parties. These negotiations continued to the point where [Coe] made a detailed offer of settlement ... by way of letter dated June 16, 2008, which was addressed to Attorneys [Robert] Wyld, [Dina] Fisher, and [Steven] Ecker representing the defendants in this action other than Bank of America.

“That particular letter was responded to by [Wyld] ... in which he rejected the proposal.... After that rejection, negotiations continued in the matter to the point where [Coe] made an offer to settle the litigation in a series of conversations with [Wyld] and [Attorney David] Schneider [who represented the Bank of America] on Thursday, June 26, and Friday, June 27, 2008.

“[Coe] had been speaking on behalf of all [the] plaintiffs regarding settlement with the knowledge and authority of his own client[s], as well as [Attorney William Horan], who [had] represented the other two plaintiffs ... [Rakoszynski] ... and Mann, and that situation had continued since the time of the mediation on May 29, 2008. During that two day period of June 26 and June 27, 2008, [Coe] expressly assured [the] defendants' attorneys on separate occasions in response to direct questioning on the issue that the settlement offer proposed by him at that time was fully authorized by his client[s] as well as [Horan]; [and] that if accepted by the defendants, [it] would resolve the litigation in all respects.

“[Wyld], who was negotiating the settlement on behalf of ... the Sobol defendants ... notified [Coe] on Monday, June 30, 2008, that the offer of settlement made by [Coe] on behalf of all [of the] plaintiffs was accepted by the Sobol defendants. The Sobol defendants understood that the settlement between the plaintiffs and the Sobol defendants was part of a global settlement proposal made by [the] plaintiffs' counsel, and, therefore, both [Wyld] and [Coe] awaited word from [Schneider], who represented the Bank of America in the separate actions in which Tamar Ackerman ... and [Rakoszynski] were named plaintiffs.

“The settlement demand by [the] plaintiffs' counsel to [the] Bank of America was in the sum of $1.1 million. [Schneider], in response to that proposal, had numerous conversations with numerous bank executives on Friday, June 27, 2008, Monday, June [3]0, 2008, and Tuesday, July 1, 2008, in an effort to secure authority to accept the ... $1.1 million demand communicated by [the] plaintiffs' counsel.

“Due to the fact that the amount of the proposal was in excess of $1 million, [Schneider] required approval at higher levels and it was difficult to gain that approval by the time period which had been expressed. Therefore, [Schneider] requested to extend ... the deadline for ... acceptance to 5 p.m. on July 1, which request was granted. The Bank of America, through [Schneider], accepted the $1.1 million settlement proposal in the early afternoon of July 1, 2008, prior to the 5 p.m. deadline. The global settlement offer thus [had] been accepted by all [of the] defendants.

“The plaintiffs Rena Ackerman, [Rakoszynski], and [Mann], were all present on the day that the Bank of America accepted the offer, July 1, 2008. Beginning at 9:30 that morning, the parties had convened at the Hartford offices of Shipman and Goodwin for the deposition of [Rakoszynski] and [Mann], [the] plaintiffs in [one of] the ... cases. In particular, Rena Ackerman was present from the outset of the deposition.

“At no time prior to the acceptance of the settlement proposal on July 1, 2008, were [the] defendants or their attorneys notified that the offer had been withdrawn, unauthorized, or otherwise ineffective. During that same period [Rena] Ackerman never manifested to [the] defendants or their attorneys that the settlement authority of her attorney was limited or had been terminated.

“[Coe] is a very experienced, highly regarded lawyer. He's been representing plaintiffs and parties for over thirty years. [Coe], again, [has been] the lead negotiator in settlement discussions since May 29, 2008, in an ongoing sustained and intense series of negotiations. It was certainly clear that by May 29, 2008, he was authorized to negotiate settlement terms on the plaintiffs' behalf.

“Defense counsel had observed [Rena] Ackerman in [Coe's] presence during the mediation process and knew that [Coe] was consulting with her concerning negotiations based upon [Coe's] feedback. [Rena] Ackerman was very involved in every aspect ... of the case, including settlement. She [is] found by the court to be a very bright person who is vigilant in pursuing and protecting her interests in these lawsuits.

“[Coe] expressly and unambiguously assured both [Wyld] and [Schneider] in separate conversations that he had authorization from [Rena] Ackerman to offer the specific settlement terms at issue. After [Wyld] informed [Coe] on June 30, 2008, that the Sobol defendants agreed to the settlement terms, [Coe] continued to inquire regarding [Schneider's] progress with the Bank of America and demonstrated no changes in the commitment to the settlement.

“On July 1, 2008, while ... [Rena] Ackerman was physically present at the offices of Shipman and Goodwin, [Coe] continued to await word from [Schneider] regarding [the] Bank of America's willingness to settle the case for $1.1 million and extended the deadline for response from 12 noon to 5 p.m.

“The express terms of the settlement between the Sobol defendants and the plaintiffs the court finds were as testified to by [Wyld]. Part of those terms had been agreed to as expressed in [Coe's] letter dated June 16. Additional terms involved the payment of $1.4 million from the Sobol defendants and a payment from Ruth Sobol resolving the probate appeal and the fees contained therein.

“The precise details at issue at the time of the negotiations which were resolved on July 1, was the additional sum of payment of $1.4 million.... [T]hat particular settlement [Wyld] had indicated that-and notified [Coe] on Monday, June 30, that the offer for settlement of $1.4...