Yale University v. Out of the Box, LLC

• Decision Date: 12 January 2010
• Docket Number: No. 29710.,29710.
• Parties: YALE UNIVERSITY v. OUT OF THE BOX, LLC.
• Court: Connecticut Court of Appeals

985 A.2d 1080

118 Conn.App. 800

YALE UNIVERSITY v. OUT OF THE BOX, LLC.

No. 29710.

Appellate Court of Connecticut.

Argued September 3, 2009.

Decided January 12, 2010.

Jonathan M. Freiman, with whom were Robert J. Klee, New Haven and, on the brief, Katherine H. Hagmann, for the appellant (plaintiff).

William F. Gallagher, New Haven, with whom, on the brief, were Hugh D. Hughes, David M. Krassner, North Haven and Hugh F. Keefe, New Haven, for the appellant (defendant).

FLYNN, C.J., and DiPENTIMA and BORDEN, Js.

DiPENTIMA, J.

The plaintiff, Yale University, appeals from the denial of its motion to open and set aside a stipulated judgment. Specifically, it claims that the trial court improperly concluded that the plaintiff's attorney possessed apparent authority to enter into a settlement agreement and to bind the plaintiff to the terms of that agreement. As a result, the plaintiff contends that the court should have granted its motion to open and set aside the judgment. We are not persuaded and, accordingly, affirm the judgment of the trial court.

The origin of the plaintiff's appeal lies in a factually complex summary process action filed by the plaintiff with respect to a parcel abutting 266 College Street in New Haven, described as a shed and walkway.¹ In November, 2001, the defendant, Out of the Box, LLC, had entered into a ten year lease with the owner of 266 College Street, Asimina Antonellis. On January 26, 2005, the plaintiff obtained from Antonellis a quitclaim deed to 1016-1020 Chapel Street, which included the shed. In June, 2005, the plaintiff and Antonellis entered into a license agreement allowing Antonellis and her tenant, the defendant, use of the shed for a term of seven years. In October, 2005, the plaintiff offered a license agreement to the members of the defendant, Arturo Camacho and Suzette Franco-Camacho, for use of a walkway at the rear of 266 College Street. Additionally, after Camacho and Franco-Camacho had purchased 266 College Street, the plaintiff offered the defendant a license for use of the shed. The members, on behalf of the defendant, refused to sign the license agreement offered by the plaintiff.² As a result, the plaintiff filed a summary process action, claiming that neither Antonellis nor the defendant had any right or privilege to its parcel. The defendant filed, inter alia, a motion to stay the summary process action.

The court scheduled a hearing on the defendant's motion for July 10, 2006. Thomas Sansone, the plaintiff's attorney, David Newton, the plaintiff's director of university properties, Franco-Camacho and David Krassner, the defendant's attorney, met with a housing specialist in an effort to reach a settlement. The hearing then was postponed until August 10, 2006. On that date, Sansone, Newton, Franco-Camacho and Krassner continued their negotiations and reported to the court that they had reached a settlement to the satisfaction of both parties. Newton agreed to each of the terms reached during the negotiations between the parties. Sansone, on behalf of the plaintiff, and Franco-Camacho and Krassner, on behalf of the defendant, signed the settlement. After canvassing Franco-Camacho and commending the parties, the court accepted the settlement.³

The terms of the settlement stated that judgment of possession in favor of the plaintiff would enter, with a stay of execution through August 9, 2008, subject to the following terms: (1) judgment of possession may enter in favor of the plaintiff and against the defendant; (2) the parties agree that there was no admission as to whether the plaintiff had legal title or the right to possession, and the defendant expressly retained all rights to pursue an adverse possession, prescriptive easement or related claim; (3) the plaintiff was prevented from bringing an action to quiet title; however, the defendant retained the option to do so; and (4) the plaintiff agreed to grant a minimum two year license agreement to use the parcel in question. The license agreement incorporated the following conditions: (1) a two year minimum term renewable annually unless terminated by either party; (2) if the defendant remained in possession in excess of seven years, then it would bear the cost of removing the shed; (3) any reconstruction was subject to the plaintiff's approval; and (4) the defendant expressly retained its potential adverse possession claim as to the rear door of 266 College Street and the pathway leading thereto.

On August 15, 2006, the plaintiff filed a motion to open and set aside the judgment pursuant to Practice Book § 17-4. The motion alleged that Sansone had exceeded the scope of his authority to settle the matter on the terms stipulated as a result of "a misinterpretation of the instructions that had been provided to him by the plaintiff." Attached to this motion were affidavits from Sansone, Newton, Bruce Alexander, the plaintiff's vice president for New Haven and state affairs and campus development, and Dorothy Robinson, the plaintiff's vice president and general counsel. The defendant filed an objection. Following an extended evidentiary hearing conducted over the course of several months, the court denied the plaintiff's motion to open and set aside the judgment. The court concluded that the plaintiff, acting through Alexander and Robinson, led the defendant to believe that good faith negotiations had occurred and that the plaintiff would be bound by the action of its agent, Sansone. Specifically, the court determined that "the plaintiff failed to show that . . . Sansone lacked authority. Instead, the evidence leads to the conclusion that . . . Sansone had apparent authority to enter into the stipulation." This appeal followed.

Our Supreme Court expressly has stated: "The procedural posture of this case determines the scope of our review." Ruddock v. Burrowes, 243 Conn. 569, 573, 706 A.2d 967 (1998); see also Hall v. Gilbert & Bennett Mfg. Co., 241 Conn. 282, 306, 695 A.2d 1051 (1997) ("[o]ur consideration of these claims is hindered, however, by the procedural posture in which the present case arrived at our doorstep"). Our case law is replete with examples of the significance of procedural posture to appellate review. See, e.g., Tellar v. Abbott Laboratories, Inc., 114 Conn.App. 244, 245, 969 A.2d 210 (2009) (when reviewing pretrial motion to dismiss, allegations taken in most favorable light to nonmoving party); Misata v. Con-Way Transportation Services, Inc., 106 Conn.App. 736, 740, 943 A.2d 537 (2008) (posture of case determined whether this court considered merits of underlying judgment or limited to whether trial court abused discretion in denying motion to open); Samaoya v. Gallagher, 102 Conn.App. 670, 675, 926 A.2d 1052 (2007) (due to failure to file motion to correct findings in workers' compensation case, party unable to challenge findings on appeal).

The procedural posture of the case before us is the denial of a motion to open and set aside a judgment. "The principles that govern motions to open or set aside a civil judgment are well established. Within four months of the date of the original judgment, Practice Book [§ 17-4] vests discretion in the trial court to determine whether there is a good and compelling reason for its modification or vacation. . . . The exercise of equitable authority is vested in the discretion of the trial court and is subject only to limited review on appeal. . . . We do not undertake a plenary review of the merits of a decision of the trial court to grant or to deny a motion to open a judgment. The only issue on appeal is whether the trial court has acted unreasonably and in clear abuse of its discretion. . . . In determining whether the trial court abused its discretion, this court must make every reasonable presumption in favor of its action." (Emphasis added; internal quotation marks omitted.) Chapman Lumber, Inc. v. Tager, 288 Conn. 69, 94-95, 952 A.2d 1 (2008); see also Gillis v. Gillis, 214 Conn. 336, 337, 572 A.2d 323 (1990); Eremita v. Morello, 111 Conn.App. 103, 105-106, 958 A.2d 779 (2008); Cox v. Burdick, 98 Conn. App. 167, 176, 907 A.2d 1282, cert. denied, 280 Conn. 951, 912 A.2d 482 (2006); Magowan v. Magowan, 73 Conn.App. 733, 737, 812 A.2d 30 (2002), cert. denied, 262 Conn. 934, 815 A.2d 134 (2003). The posture of the present case is whether the court properly denied the motion to open the stipulated judgment between the parties. It follows that we review such a claim pursuant to the abuse of discretion standard.⁴

On appeal, the plaintiff claims that the court improperly concluded that Sansone possessed apparent authority to enter into a settlement agreement and bind the plaintiff to the terms of the agreement. We note that in both its appellate brief and at oral argument before this court, the plaintiff expressly disavowed any challenge to the relevant factual findings made by the trial court. Instead, the plaintiff maintains that the court's legal conclusion that Sansone had apparent authority was improper.⁵ We are not persuaded that the court acted unreasonably or abused its discretion in denying the plaintiff's motion to open and set aside the judgment.

A brief discussion of the law of agency will facilitate our discussion. "Agency is defined as the fiduciary relationship that arises when one person (a principal) manifests assent to another person (an agent) that the agent shall act on the principal's behalf and subject to the principal's control, and the agent manifests assent or otherwise consents so to act. 1 Restatement (Third), Agency, § 1.01, p. 17 (2006)." (Internal quotation marks omitted.) LeBlanc v. New England Raceway, LLC, 116 Conn.App. 267, 274, 976 A.2d 750 (2009). As a general matter, a principal is liable for the acts of its agent. Hallas v. Boehmke & Dobosz, Inc., 239 Conn. 658, 673, 686 A.2d 491(1997). An agent's authority may be actual or apparent. State v. Marsala, 116 Conn.App. 580, 585-86, 976 A.2d 46, cert....