Michael Cuevas v. Connecticut Container Corp. (2013)

MEMORANDUM OF DECISION IN RE DEFENDANT'S MOTION FOR SUMMARY JUDGMENT (# 110)

Nature of The Proceedings

In a single-count complaint, the plaintiff in the present case, Michael Cuevas, alleges that the defendant, his employer Connecticut Container, retaliated against him in violation of Connecticut General Statutes § 31–290a by forcing him to perform tasks outside of the work restrictions he was given as a result of a work-related injury, and then terminating his employment.   The plaintiff was reinstated to his position pursuant to the terms of two written settlement agreements.   It is undisputed that, in the first agreement, dated March 17, 2011 the plaintiff agreed to waive any and all the claim she has or may have arising out of his employment with or separation from the defendant, but specifically excluding any claims he has or may have before the commission or pursuant to § 31–290a.   The clause excluding claims pursuant to § 31–290a was a handwritten addendum to paragraph 6 in the first agreement.   The first settlement agreement is attached to the plaintiff's memorandum to the defendant's motion for summary judgment as plaintiff's exhibit 1A. It is further undisputed that, in the second settlement agreement, dated September 26, 2011 which resolved a dispute that arose between the parties when the plaintiff was not reinstated to his previous position of forklift operator, the plaintiff agreed to waive any and all claims arising out of his employment with or separation from the defendant, but excluding any claims he may have before the commission.   Unlike the first agreement, paragraph 6 of this second agreement did not contain the language excluding claims he has or may have pursuant to § 31–290a.   In all other respects, paragraph 6 of both agreements is identical.   The second settlement agreement is attached to the defendant's memorandum in support of the motion to strike as exhibit A.

The defendant filed an answer to the complaint on May 23, 2012, in which it denies that it engaged in conduct that violated § 31–290a.   Further, as a special defense, the defendant alleges, inter alia, that the plaintiff's claims are barred by the doctrine of accord and satisfaction and/or by virtue of a release.   The defendant also alleges counterclaims against the plaintiff for declaratory judgment, breach of contract, and unjust enrichment.   The defendant now moves for summary judgment on the complaint and on its counterclaims as well as a declaratory judgment.   The plaintiff opposes both aspects of the motion.   Both parties submitted briefs, with attached exhibits.

Argument on the motion was heard by the court on October 15, 2013.   Based on his argument and brief in opposition to the defendant's motion, the plaintiff does not dispute any of the material facts presented for the court's determination of the instant motion, rather, plaintiff contends that the language at issue in the second settlement agreement does not operate as an accord and satisfaction and/or release barring his claim.

Discussion

I. Summary Judgment as to Plaintiff's Complaint

“Summary judgment is a method of resolving litigation when pleadings, affidavits, and any other proof submitted show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law ․ The motion for summary judgment is designed to eliminate the delay and expense of litigating an issue when there is no real issue to be tried.”  (Citations omitted.)  Wilson v. New Haven, 213 Conn. 277, 279, 567 A.2d 829 (1989).  “However, since litigants ordinarily have a constitutional right to have issues of fact decided by a jury ․ the moving party for summary judgment is held to a strict standard ․ of demonstrating his entitlement to summary judgment.”  (Citation omitted;  internal quotation marks omitted.)   Kakadelis v. DeFabritis, 191 Conn. 276, 282, 464 A.2d 57 (1983).

“Practice Book § 17–49 provides that summary judgment shall be rendered forthwith if the pleadings, affidavits and any other proof submitted show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law ․ As the burden of proof is on the movant, the evidence must be viewed in the light most favorable to the opponent ․ When documents submitted in support of a motion for summary judgment fail to establish that there is no genuine issue of material fact, the nonmoving party has no obligation to submit documents establishing the existence of such an issue ․ Once the moving party has met its burden, however, the opposing party must present evidence that demonstrates the existence of some disputed factual issue ․ It is not enough, however, for the opposing party merely to assert the existence of such a disputed issue.   Mere assertions of fact ․ are insufficient to establish the existence of a material fact and, therefore, cannot refute evidence properly presented to the court under Practice Book § 17–45.”  Riley v. Pierson, 126 Conn.App. 486, 492 (2011).

Finally, “[s]ummary judgment in favor of the defendant is properly granted if the defendant in its motion raises at least one legally sufficient defense that would bar the plaintiff's claim and involves no triable issue of fact.”   Perille v. Raybestos–Manhattan–Europe, 196 Conn. 529, 543, 494 A.2d 555 (1985) (affirming grant of summary judgment based on special defense of workers' compensation being the plaintiff's exclusive remedy).

The Connecticut Appellate Court has stated that “[a] settlement agreement is a contract among the parties.”  (Internal quotation marks omitted).  Amica Mutual Ins. Co. v. Welch Enterprises, 114 Conn.App. 290, 294, 970 A.2d 730 (2009).   Therefore, the court's analysis is informed by well settled precepts of the law of contracts.  “In ascertaining the contractual rights and obligations of the parties, we seek to effectuate their intent, which is derived from the language employed in the contract, taking into consideration the circumstances of the parties and the transaction.”  Cantonbury Heights Condominium Assn., Inc. v. Local Land Development, LLC 273 Conn. 724, 734, 873 A.2d 898 (2005).   The Supreme Court has noted that, “in construing the meaning of terms in a contract, the conduct of the parties regarding their use is a proper consideration ․ Indeed, their conduct is given great weight in the interpretation of the agreement ․ This is so because the parties to an agreement know best what they meant, and their action under it is often the strongest evidence of their meaning.”  (Citations omitted;  emphasis in original;  internal quotation marks omitted.)  Levine v. Massey, 232 Conn. 272, 290, 654 A.2d 737 (1995).  “It is well settled that [w]here the language of the contract is clear and unambiguous, the contract is to be given effect according to its terms ․ Although ordinarily the question of contract interpretation, being a question of the parties' intent, is a question of fact ․ [w]here there is definitive contract language, the determination of what the parties intended by their contractual commitments is a question of law.”  (Citations omitted;  internal quotation marks omitted).  Amica Mutual Ins. Co. v. Welch Enterprises, supra, 114 Conn.App. 294.

The questions of whether a contract includes an ambiguity requiring the court to look beyond the four corners of the contract is governed by well established principles.

“A contract is ambiguous if the intent of the parties is not clear and certain from the language of the contract itself ․ Accordingly, any ambiguity in a contract must emanate from the language used in the contract rather than from one party's subjective perception of the terms.”  (Internal quotation marks omitted.)  Ramirez v. Health Net of the Northeast, Inc., 285 Conn. 1, 13, 938 A.2d 576 (2008).  “A contract is unambiguous when its language is clear and conveys a definite and precise intent ․ The court will not torture words to impart ambiguity where ordinary meaning leaves no room for ambiguity ․ Moreover, the mere fact that the parties advance different interpretations of the language in question does not necessitate a conclusion that the language is ambiguous.”  (Internal quotation marks omitted.)  Cantonbury Heights Condominium Ass'n, Inc. v. Local Land Development, LLC, supra, 273 Conn. 735.   “A party may not rely on mere speculation or conjecture as to the true nature of the facts to overcome a motion for summary judgment.”  (Internal quotation marks omitted.)  Norse System, Inc. v. Tingley Systems, Inc., 49 Conn.App. 582, 591, 715 A.2d 807 (1998).

“[C]ourts do not unmake bargains unwisely made.   Absent other infirmities, bargains moved on calculated considerations, and whether provident or improvident, are entitled nevertheless to sanctions of the law.”  (Internal quotation marks omitted.)  Neubig v. Luanci Construction, LLC, 124 Conn.App. 425, 432, 4 A.3d 1273 (2010).  “A trial court has the inherent power to enforce summarily a settlement agreement as a matter of law when the terms of the agreement are clear and unambiguous.”  Audubon Parking Associates Ltd. Partnership v. Barclay & Stubbs, Inc., 225 Conn. 804, 811, 626 A.2d 729 (1993).   Concerning the parol evidence rule, our Supreme Court has stated, “[w]e long have held that when the parties have deliberately put their engagements into writing, in such terms as import a legal obligation, without any uncertainty as to the object or extent of such engagement, it is conclusively presumed, that the whole engagement of the parties, and the extent and manner of their understanding, was reduced to writing.   After this, to permit oral testimony, or prior or contemporaneous conversations, or circumstances, or usages [etc.], in order to learn what was intended, or to contradict what is written, would be dangerous and unjust in the extreme.”   (Internal quotation marks omitted.)  Tallmadge Bros., Inc. v. Iroquois Gas Transmission System, L.P., 252 Conn. 479, 502, 746 A.2d 1277 (2000).

As to the complaint, the defendant contends that the clear and unambiguous language of the second settlement agreement bars the very type of action that the plaintiff now brings.   The plaintiff opposes the motion on the ground that the exception in the second settlement agreement impliedly includes claims brought under § 31–290a in addition to any claims he may have before the commission, and argues further that ambiguity exists so as to necessitate parol evidence to determine the parties' intent.

General Statutes § 31–290a, which is a provision of the Workers' Compensation Act, provides in relevant part:  “(a) No employer ․ shall discharge ․ or in any manner discriminate against ․ any employee because the employee has filed a claim for workers' compensation benefits or otherwise exercise the rights afforded to him ․ (b) Any employee who is so discharged or discriminated against may either:  (1) Bring a civil action in the superior court for the judicial district where the employer has its principal office ․ or (2) file a complaint with the chairman of the Workers' Compensation Commission ․”

The court concludes that the parties' second settlement agreement clearly and unambiguously releases the defendant from the instant action commenced by the plaintiff.   In the second settlement agreement the plaintiff expressly “agrees to release the Company and Union from any and all claims he has or may have, from the beginning of time until the date of his reinstatement arising out of his employment with or separation from the Company except for any claims he is prohibited from waiving by law.”   On its face, this portion of the agreement clearly indicates the parties' intention to release the defendant from all claims regarding the plaintiff's employment.   The release goes on to state:  “Specifically excluded from this paragraph ․ is any claims he has or may have before the Connecticut Workers' Compensation Commission.”   The plaintiff, relying on the Supreme court's commentary on § 31–290a in Mele v. Hartford, 270 Conn. 751, 855 A.2d 196 (2004), argues that this exception includes all claims brought under § 31–290a because, according to the statute such claims may be brought before the commission.   This reliance is misplaced, however, as the plaintiff did not bring this claim before the commission, and the court's only reference to § 31–290a in Mele concerns damages:  “The only difference between the [commission and the Superior Court] is the plaintiff's ability, when filing in the Superior Court, to request punitive, as well as compensatory, damages.”  Mele v. Hartford, 270 Conn. 751, 766–67, 855 A.2d 196 (2004).   Additionally, the fact that the parties' first settlement agreement contained a release that specifically excluded claims that the plaintiff had or has under § 31–290a, as well as claims before the commission, is persuasive evidence of the parties' conduct surrounding the second settlement agreement.   This circumstance indicates that if the parties had intended to exclude both types of claims in the second release, they would have done so in the text of the contract.   The court further observes that the second settlement agreement also contains handwritten addendums, but significantly none related to the paragraph at issue.  “[T]he circumstances surrounding the making of a contract, the purposes which parties sought to accomplish and their motives cannot prove an intent contrary to the plain meaning of the language used.”  (Internal quotation marks omitted.)   Levine v. Massey, 232 Conn. 272, 279, 654 A.2d 737 (1995).

“[The] making of a contract does not depend upon the secret intentions of a party ․ but upon the intention manifested by his or her words or acts, and on these the other party has a right to proceed.”  (Internal quotation marks omitted.)  Garrison v. Garrison, 190 Conn. 173, 175, 460 A.2d 945 (1983).

In determining whether a settlement agreement is ambiguous, Connecticut trial courts have considered cases from other jurisdictions.   In Hoydic v. B & E Juices, Inc., Superior Court, judicial district of Stamford–Norwalk, Complex Litigation Docket at Stamford, Docket No. X08 CV03 4010104 (Jennings, J., June 7, 2007) (43 Conn. L. Rptr. 591), the court evaluated whether a settlement agreement that released a party's claims in one pending action also applied to that party's claims in a second action between the same parties.   The court noted that, “[w]hen this is done, the courts have effectively taken the position that where parties, in spite of the broad clauses in a general release, choose to specifically reference a claim while omitting a reference to another pending claim this is strong evidence of intent to limit the scope of the release to only the referenced claim.”  Id., 594, citing Giers v. Atchison, Topeka & Santa Fe Ry. Co., 349 Ill.App. 169, 174, 110 N.E.2d 467 (1953).   In Hoydic, however, the court found that the release was ambiguous because it referenced the first action by case name and docket number, but made no reference to the second action.   Similarly, in Allstate Insurance Co. v. Connecticut Car Rental, Inc., Superior Court, judicial district of Hartford, Docket No. CV97 0571410 (Wagner, J., June 16, 1999), the court held that a release that barred the plaintiff's claims for personal injuries he sustained as a result of a motor vehicle accident was ambiguous as to whether he released the defendant of his claim for property damage related to the same accident.   No such ambiguities exist with respect to the settlement agreements before this court.

In Bissonnette v. Highland Park Market, Inc., Superior Court, judicial district of Hartford, Docket No. CV10 6014088 (Scholl, J., April 11, 2013) (55 Conn. L. Rptr. 908), the plaintiff brought suit against his former employer claiming violation of various state and federal statutes, including General Statutes § 31–290a, and the defendant moved for summary judgment on the ground that the plaintiff had previously executed a release waiving “any further claims under the Workers' Compensation Act of the State of Connecticut ․” The court denied the motion for summary judgment, ruling that the release was ambiguous regarding whether it precluded claims other than those for benefits under the Workers' Compensation Act. The court distinguished the release in Bissonnette from a stipulation that the Supreme Court reviewed in Welch v. Arthur A. Fogarty, Inc., 157 Conn. 538, 540, 255 A.2d 627 (1969), in which an employer “agreed to pay the plaintiff a certain sum ‘in full, final and complete settlement, adjustment, accord, and satisfaction for all claims which’ the plaintiff might otherwise have against its employer.”   Bissonnette v. Highland Park Market, Inc., supra, 55 Conn. L. Rpt. 910.   The supreme Court held in Welch that the language of the release was clear and unambiguous, leaving no room for doubt as to the parties' intention to relinquish all rights that the plaintiff had under the Workers' Compensation Act. Welch v. Arthur A. Fogarty, Inc., supra, 157 Conn. 546.   In Bissonnette, however, the court reasoned that the release was made in the context of a workers' compensation case, and, although it may have released the plaintiff's claims under § 31–290a, which falls under the Workers' Compensation Act, it was unclear whether it intended to cover the plaintiff's other claims that were not related to the Act. Bissonnette v. Highland Park Market, Inc., supra, 55 Conn. L. Rptr. 910.

In the present case, however, the parties' second settlement agreement clearly and unambiguously releases the defendant from the action commenced by the plaintiff.   The language in the second settlement agreement is comparable to the wording of the stipulation in Welch.   The court is not persuaded that the plaintiff has identified an ambiguity that warrants recourse to extrinsic evidence.   A settlement agreement, by definition, embodies a compromise.   By agreeing to a compromise, the parties in the present case have each given up something that they might have won had they proceeded with litigation.   Mendel & Son, Inc. v. Krogh, 4 Conn.App. 117, 122, 492 A.2d 536 (1985).   In the context of analyzing a settlement agreement, it is particularly important to resist the temptation to find an ambiguity where none exists.   The settlement of a case is a contract “for the right to avoid a trial.”  (Emphasis in original.)  Audubon Parking Associates Ltd. Partnership v. Barclay & Stubbs, Inc., 225 Conn. 804, 812, 626 A.2d 729 (1993).   It is a meaningful way to resolve legal disputes, the integrity of which is worthy of preservation.   Id. Settlement agreements, voluntarily and fairly made, should be held valid and enforced by the courts.  Tallmadge Bros., Inc. v. Iroquois Gas Transmission System, L.P., 252 Conn. 479, 506, 746 A.2d 1277 (2000).

Thus, the court finds that because the second settlement agreement precludes the very type of action that the plaintiff now brings, the motion for summary judgment as to the plaintiff's complaint is granted.

II. Declaratory Judgment as to Defendant's First Counterclaim

In its first counterclaim, the defendant Connecticut Container “seeks a declaration that the (second) settlement agreement signed by Cuevas is a valid and enforceable general release agreement.”

A declaratory judgment action is a special proceeding under Connecticut General Statutes § 52–29, as implemented by sections 17–54, 17–55, and 17–56 of the Practice Book. Rhodes v. Hartford, 201 Conn. 89, 92 (1986).

“The purpose of a declaratory judgment action, as authorized by General Statutes § 52–29 and Practice Book § 17–55, is to secure an adjudication of rights when there is a substantial question in dispute or a substantial uncertainty of legal relations between the parties ․ Subdivisions (1) and (2) of Practice Book § 17–55 respectively require that the plaintiff in a declaratory judgment action have ‘an interest, legal or equitable, by reason of danger of loss or of uncertainty as to the party's rights or other jural relations' and that there be ‘an actual bona fide and substantial question or issue in dispute or substantial uncertainty of legal relations which requires settlement between the parties ․’ “ (Citations omitted.)  New London County Mutual Ins. Co. v. Nantes, 303 Conn. 737, 747, 36 A.3d 224 (2012).

“The court may address the merits of a declaratory judgment action upon a motion for summary judgment.”  (Internal quotation marks and citations omitted.)   Giglio v. American Economy Insurance Company, Superior Court, judicial district of New Haven at Meriden, Docket No. CV02 0282069 (April 26, 2005, Arnold, J.).   The defendant Connecticut Container seeks a declaration that the second settlement agreement signed by the plaintiff Michael Cuevas is a valid and enforceable general release agreement.   The first counterclaim by its terms seeks to resolve uncertainty as to the type of claims that the plaintiff is entitled to bring under the second settlement agreement—more specifically, whether the plaintiff is entitled to bring a claim against the defendant pursuant to § 31–290a.   The court concludes that such a declaration is in the nature of the prospective relief contemplated by the declaratory judgment statute, in that it would insulate the defendant against future claims similar to that raised in the present action.   See New London County Mutual Ins. Co. v. Nantes, supra, 303 Conn. 749–50.   As discussed above, the parties' settlement agreement clearly and unambiguously releases the defendant from all claims under § 31–290a, including the present action.   As a result, the defendant has an interest, as that term is used in this context, and there is an issue in dispute and/or a substantial uncertainty over the legal relations of the parties which requires settlement.   Further, as the defendant notes in its memorandum in support of its motion for summary judgment, the plaintiff has not filed a reply denying the allegations in any of the defendant's counterclaims, including its claim for declaratory judgment.   See Practice Book §§ 10–4b and 10–54.

Finally, as previously noted, “[a] trial court has the inherent power to enforce summarily a settlement agreement as a matter of law when the terms of the agreement are clear and unambiguous.”  Audubon Parking Associates Ltd. Partnership v. Barclay & Stubbs, Inc., supra, 225 Conn. 811.   The defendant has met its burden of showing an absence of genuine issue of material fact as to enforceability of the second settlement agreement.   Therefore, regarding the defendant's first counterclaim for a declaratory judgment the court finds that the second settlement agreement signed by the plaintiff Michael Cuevas is a valid and an enforceable general release agreement.

III. Summary Judgment as to Defendant's Second and Third Counterclaims

As to the defendant's second and third counterclaims, alleging Breach of contract and unjust enrichment respectively, the defendant has not met its burden of proving the absence of a genuine issue of material fact.

With respect to the second counterclaim, “[t]he elements of a breach of contract action are the formation of an agreement, performance by one party, breach of the agreement by the other party and damages.”  (Internal quotation marks omitted.)  Sullivan v. Thorndike, 104 Conn.App. 297, 303, 934 A.2d 827 (2007).  “[W]hen damages are claimed they are an essential element of the plaintiff's proof and must be proved with reasonable certainty ․ Damages are recoverable only to the extent that the evidence affords a sufficient basis for estimating their amount in money with reasonable certainty.”  Id., 304.

The defendant asserts a counter claim against the plaintiff for breach of contract based on the plaintiff's commencement of the present action, which it claims violates the terms of the parties' settlement agreement.  “As the party moving for summary judgment, the [movant] is required to support its motion with supporting documentation, including affidavits.”  Heyman Associates No. 1 v. Insurance Co. Of Pennsylvania, 231 Conn. 756, 796, 653 A.2d 122 (1995).   The only supporting documentation that the defendant offers with its memorandum of law is the second settlement agreement between the parties.   On its own, the agreement is insufficient evidence to demonstrate the absence of genuine issue of material fact as to the element of damages, which must be proven with reasonable certainty.

With respect to the third counterclaim, “unjust enrichment applies where ever justice requires compensation to be given for property or services rendered under a contract, and no remedy is available by an action on the contract ․ With no other test than what, under a given set of circumstances, is just or unjust, equitable or inequitable, conscionable or unconscionable, it becomes necessary in any case where the benefit of the doctrine is claimed, to examine the circumstances and the conduct of the parties and apply this standard ․ [Parties] seeking recovery for unjust enrichment must prove (1) that the [opposing party was] benefitted, (2) that the [opposing party] unjustly did not pay the [them] for the benefits, and (3) that the failure of payment was to [their] detriment.”  (Internal quotation marks omitted.)  Vertex, Inc. v. Waterbury, 278 Conn. 557, 573, 898 A.2d 178 (2006).

The defendant asserts a counterclaim of unjust enrichment against the plaintiff based on the plaintiff's unjust retention of a benefit to the defendant's detriment.   Nowhere in the counterclaim or in the motion for summary judgment, however, does the defendant state what benefit the plaintiff received or the detriment suffered by the defendant, nor does the defendant offer any evidence as to these elements.   As the moving party, the defendant bears the burden of proving an absence of genuine issue of material fact as to its counterclaim through supporting documentation.

The defendant offers no support, and indeed no specific allegations, regarding its claim of unjust enrichment.   For the foregoing reasons, the defendant's motion of summary judgment with respect to the second and third counterclaims is denied.

Vitale, J.

Vitale, Elpedio N., J.