Patrick D. Brown v. Quinnipiac Village Condominium Association, Inc. (2010)

MEMORANDUM OF DECISION RE PLAINTIFF'S MOTION TO ENFORCE JUDGMENT

The plaintiff brought this four-count complaint against his condominium association contending, in essence, that the association had interfered with this right to sell his condominium unit.   The defendant counterclaimed, alleging that it had a right of first refusal which the plaintiff had failed to honor.

On the date scheduled for a trial to the court, the parties reached an agreement that they placed on the record before the undersigned.   The agreement basically called for the withdrawal of the counterclaim and for the defendant to have the right to purchase the plaintiff's unit for $78,000 within 75 days.   The agreement also stipulated that should the defendant fail to make the payment on schedule, judgment would enter in favor of the plaintiff in the amount of $90,000.   It was clearly the expectation of all, and the transcript of the proceedings so reflects, that the sale would take place, and that the $90,000 judgment contingency was designed primarily as a spur to the defendant to be sure the transaction was completed on time.   With the agreement of all parties the court scheduled November 10, 2010 as the date for the filing of a withdrawal of both the complaint and counterclaim, or, in the event of a default by the defendant, the entry of the $90,000 judgment in favor of the plaintiff.

Contrary to expectations expressed on the record, however, the transaction was not completed on time, and the plaintiff filed his motion for enforcement of judgment, on which the undersigned heard evidence and argument on November 10, 2010.   At that hearing, the association's property manager, Richard Afragola, who had been present in court when the agreement was reached, testified that two weeks after the agreement was recited on the record, he obtained the association's and the unit owners' consent to seek a mortgage to consummate the purchase.   He received a verbal approval from a bank, but testified that on October 4, 2010, he learned for the first time that the bank required a signed contract for the sale of the unit in order to give a written mortgage commitment.   The defendant's lawyer asked the plaintiff's counsel to prepare such a contract, but the latter refused, saying that he was not authorized to incur any additional expenses.   The defendant's lawyer then prepared a draft contract and forwarded it to the defendant's lawyer for approval, but the latter again stated that he was not authorized to incur further expenses and that he would review the contract for his client only if the defendant paid him a $600 fee for doing so.   Afragola tried to get the bank to accept a transcript of the court proceeding in lieu of the contract, but the bank refused.

The seventy-five days thus came and went without the sale having been consummated.   The plaintiff now seeks the entry of judgment in his favor in the amount of $90,000.   He contends that the settlement agreement was unambiguous, that the defendant defaulted, and that the judgment should therefore be enforced in accordance with Audubon Associates Limited Partnership v. Barclay and Stubbs, 225 Conn. 804 (1993).

The defendant has quite clearly not completed its part of the bargain.   It had 75 days to consummate the transaction, and it failed to do so.   The defendant correctly points out, however, that it promptly began the process first of obtaining approval to seek financing and then seeking a mortgage commitment, but that its efforts hit an obstacle when Afragola learned that the association needed a contract in order to obtain a financing commitment.   Soon after, the defendant was stymied when plaintiff's counsel refused to cooperate in the drafting of a contract and even refused to review a draft contract prepared by the defendant unless the defendant paid for the time that it would take him to do so, an issue that was not contemplated in the settlement agreement.

The plaintiff also argues that the defendant had not completed certain other obvious prerequisites to a sale, such as an interior inspection of the unit and an appraisal, and that by the time the defendant actually asked for a written contract, it was unlikely that there would have been enough time to obtain the mortgage and complete the transaction within the required 75 days.   He therefore argues that his own intransigence (which he does not, of course, consider to have been intransigence) with regard to the drafting or review of a sales contract is of no moment.

This court has not been reluctant in the past (nor will it be in the future) to enforce clear and unambiguous settlement agreements.   See, e.g., DiLungo v. Angelini Enterprises, Superior Court, judicial district of New Haven, Docket No. CV 99 0427626 (August 6, 2001, Silbert, J.);   Brockenberry v. Warner, Superior Court, judicial district of New Haven, Docket No. CV 99 0429996 (July 2, 2001, Silbert, J.);   Centerbank Mortgage Co. v. Maisano Associates, Superior Court, judicial district of New Haven, Docket No. CV 95 0369164 (August 12, 1999, Silbert, J.) (25 Conn. L. Rptr.,274);  DAP Financial Management, Inc. v. Mor-Fam Electric, Inc., Superior Court, judicial district of New Haven, Docket No. CV 96-0383305 (September 4, 1998, Silbert, J.).   On the other hand, when confronted with a situation in which the purported settlement may have been “clear and unambiguous” to some but not all, this court has declined to enforce such an agreement.   See, e.g., Pelkey v. Andrus, Superior Court, judicial district of New Haven, Docket No. CV 04 4002686 (November 17, 2006, Silbert, J.) (42 Conn. L. Rptr. 375);  Pitt v. Housing Alternatives for the Retarded Today, LLC, Superior Court, judicial district of New Haven, Docket No. CV 06 5005223 (January 29, 2009, Silbert, J.);   E & W Construction, Inc. v. Purcell, Superior Court, judicial district of Middlesex, Docket No. CV 03 0101172 (January 12, 2005, Silbert, J.).

In this case, however, we have a rather clear agreement that required the defendant to obtain financing so that it could consummate a sale within a fixed and not unreasonable time period.   While the defendant acted diligently at the outset, it was not until time was starting to run out that it began to press for a contract that would have allowed the sale to occur.   Although the agreement did not spell out the parties' obligations with respect to the need for preparing a contract, the court views this less as an ambiguity than as a tacit assumption that the parties would cooperate with each other in effecting the transaction.   Faced with a lack of cooperation, the defendant did have the option of filing a motion seeking judicial intervention.   While it is not necessarily clear that such a motion would have succeeded, the defendant did not even try.

As previously indicated, however, the problem with the plaintiff's seeking the entry of judgment is not that the agreement itself is ambiguous but rather that the plaintiff seems to have concluded that there was a way to cash in on the defendant's belated discovery that it needed a written contract in order to obtain financing, and that a modest amount of foot-dragging on his part could produce a bonanza of $90,000, the retention of his condominium unit and the defendant's obligation to pay all fees that had accrued in the interim.   The court concludes that the plaintiff took advantage of the agreement's silence about who would draft such a contract, and about the need for a contract altogether, in order to try to procure such a windfall, and that his declining to authorize his attorney to draft or even to review a proposed contract unless his attorneys fee for doing so was paid by his opponent is an obstruction of such proportions as to constitute bad faith.

While enforcement of the agreement would indeed result in a windfall, that was an eventuality for which the parties had bargained, and, to be sure, a good measure of fault lies with the defendant for its delay in recognizing what needed to be done to produce the necessary financing.   Given the defendant's efforts to procure a contract and present a draft to the plaintiff, however, the court concludes that the defendant made good faith efforts to consummate the settlement agreement, albeit somewhat more slowly than it should have, but still in good faith.

The same cannot be said for the plaintiff.   The court concludes that the plaintiff's intransigence and unreasonable refusal to cooperate in producing a signed contract for the sale of the unit was an act of bad faith that sought to turn a reasonable settlement agreement into a windfall that would be, in the court's view, an unjust enrichment.   When the defendant conceded that without the contract, it was unable to complete its part of the bargain, the plaintiff replied, in essence, “Gotcha!”

For all of the above reasons, the motion to enforce judgment is denied.   The settlement agreement having fallen apart, and the entry of a judgment having been found to be inappropriate for the reasons outlined above, the case is restored to the docket for a trial to the court on January 19, 2010.   The parties are of course free to negotiate in the interim and/or to commence trial on that date, provided that if that date, which the court is now setting without the benefit of consultation with counsel, proves inconvenient, the court will consider a continuance to any date on which the parties can agree.

Jonathan E. Silbert, Judge

Silbert, Jonathan E., J.