LLC v. LLC (2013)

MEMORANDUM OF DECISION RE MOTION FOR ORDER # 110

On March 7, 2013, the plaintiff, Total Interiors, LLC, commenced this action by service of process on the defendant, Santoro Development, LLC. In the complaint, the plaintiff alleges that the defendant contracted with the plaintiff for painting and interior wall framing services and drywall and that the defendant has neglected to pay for the purchase of such materials and services.   On September 16, 2013, the plaintiff filed a motion for order in which it requests that this court enforce a settlement agreement entered into by the parties.   The plaintiff claims that on July 1, 2013, the parties entered into an agreement that the defendant would pay the plaintiff $10,130 contingent upon the agreement of a third party, Ken Begasse, to pay $14,600 for a portion of the work.¹  The plaintiff further claims that Begasse remitted this payment and therefore, per the settlement agreement, that the defendant now must pay the $10,130 owed to the plaintiff.   In order to substantiate the existence of this settlement agreement, the plaintiff has attached to his motion a series of emails.   The plaintiff argues that these emails reflect a clear and unambiguous agreement.   On October 24, 2013, the defendant filed an objection to the plaintiff's motion wherein the defendant concedes that there was an agreement between the parties, however, the defendant argues that its payment of $10,130 to the plaintiff was contingent upon Begasse completing certain carpentry work.   On October 25, 2013, the plaintiff filed a reply thereto wherein it maintains that the payment of $10,130 was contingent upon Begasse making payment.

“Generally, [a] trial court has the inherent power to enforce summarily a settlement agreement as a matter of law [only] when the terms of the agreement are clear and unambiguous ․ and when the parties do not dispute the terms of the agreement.”  (Emphasis added.)  DAP Financial Management Co. v. Mor–Fam Electric, Inc., 59 Conn.App. 92, 95, 755 A.2d 925 (2000).  “[T]here is no requirement that the settlement be in writing or signed by the parties, so long as assent is otherwise indicated.   See Thomsen v. Aqua Massage Intnl, Inc., 51 Conn.App. 201, 721 A.2d 137 (1998), cert. denied, 248 Conn. 902 (1999);  Sicaras v. Hartford, 44 Conn.App. 771, 777, 692 A.2d 1290, cert. denied, 241 Conn. 916, 696 A.2d 340 (1997);  Ballard v. Asset Recovery Management Co., 39 Conn.App. 805, 667 A.2d 1298 (1995), cert. denied, 236 Conn. 906, 670 A.2d 1306 (1996).   Nor must the agreement be reported to the court or otherwise placed on record.   See DAP Financial Management Co. v. Mor–Fam Electric, Inc., supra, 59 Conn.App. 92.”  (Internal quotation marks omitted.)   Koch v. Furbush, Superior Court, judicial district of New London, Docket No. CV–04–0129208–S (July 9, 2008, Peck, J.).  “The intention of the parties manifested by their words and acts is essential to determine whether a contract was entered into and what its terms were.”  Hess v. Dumouchel Paper Co., 154 Conn. 343, 347, 225 A.2d 797 (1966).

This court is of the opinion that a clear and unambiguous agreement cannot be gleaned from the series of emails submitted to the court.   The plaintiff's contention that the defendant clearly and unequivocally agreed to pay $10,130 to the plaintiff upon Begasse making payment is simply not borne out by the record before this court.   The plaintiff claims that an email dated July 1, 2013 forms the basis of the settlement agreement.   This email was written by Randall Carreira, counsel for the plaintiff, and was sent to Robert Sheehan, counsel for the defendant, and provides in relevant part:

The payment schedule must be met before the painters start, including payments set forth in the agreed amounts including the Froyo payment of $10,130.00 ․ To be paid by Homeowner $12,100.00 before start.   Escrow to be paid upon completion.   Escrow money to be forwarded and made payable to Randall Carreira, trustee.   Total to be paid before painter's start work = $22,230.00. $2,500.00 in escrow until finished.   I will speak to Total Interiors about (Owner satisfaction issue).   That is a term of art that may mean more than words.   Right now, completion to be the standards in the industry.   Owner's attorney did not indicate such a condition, but Total [Interiors] may be willing to accommodate work to owner's reasonable satisfaction.

See plaintiff's exhibit A. Plaintiff's exhibit B reflects a reply to this email wherein Sheehan states:  “That works on our end ․ as long as [Begasse] is on board.”  (Emphasis added.)   Plaintiff's Exhibit B. Plaintiff's exhibit C is an email dated July 12, 2013 from Carreira written to Sheehan, which states:  “Just waiting on Begasse to OK the settlement agreement (amount in escrow, work to be done, etc.).”  (Emphasis added.)   Plaintiff's exhibit C. The mention of “work to be done” implies that Begasse may have agreed to complete certain work before paying the $14,600, which is precisely what the defendant in the present case argues.   The remainder of the email exchanges before this court do not reflect clearly that the defendant agreed to pay the plaintiff $10,130 upon Begasse making the $14,600 payment.   Resolution of this matter is more properly suited to an evidentiary hearing.   It is with these considerations in mind that the plaintiff's motion for order is denied.

BY THE COURT

Jack W. Fischer, Judge

FOOTNOTES

FN1. The defendant represents that Begasse owed $14,600 to the defendant..  FN1. The defendant represents that Begasse owed $14,600 to the defendant.

Fischer, Jack W., J.