TA LLC v. Bonnie Honcharik Geddes et al. (2013)

MEMORANDUM OF DECISION RE MOTION TO ENFORCE SETTLEMENT AND FOR COSTS/SANCTIONS

This civil action is brought by the Chapter 7 Bankruptcy for the plaintiff corporate entity against the named defendants.

Before the Court is the plaintiff's Motion to Enforce Settlement Agreement and for Costs and Sanctions.   The plaintiff is the Chapter 7 Trustee for the plaintiff corporate entity.   The plaintiff seeks to enforce a supposed settlement agreement between the plaintiff and the several defendants in this matter.   For purposes of the instant Motion, however, the plaintiff is seeking enforcement against the defendants, Ryan Geddes and Bonnie Geddes.   No written objection was filed by the Geddes.   On September 16, 2013, this Court held an evidentiary hearing on the Motion.   One witness testified for each party and six exhibits were entered into evidence.   Counsel for the remaining defendants were present but did not examine witnesses.

The plaintiff asserts that during the course of judicial mediation, a clear and unambiguous agreement to resolve the instant litigation was reached between the parties, subject to Bankruptcy Court approval.   The plaintiff asserts that the verbal agreement was reduced to writing and memorializes the entirety of the essential terms upon which the plaintiff and the defendants agreed and that these terms were not in dispute at the time the “Motion to Compromise” was drafted by the plaintiff (Exhibit A).   The plaintiff moves this Court to enforce the settlement agreement in accordance with the “Motion to Compromise.”

STANDARD

“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 ․ and where the parties do not dispute the terms of the agreement.”  Audobon Parking Association Limited Partnership v. Barclay and Stubbs, Inc. 225 Conn. 804, 811–12 (1993).   In determining whether to enforce a settlement agreement, the intention of the parties is controlling and is the key consideration.  DAP Financial Management Co. v. Mor–Ram Electric, Inc., Superior Court, Judicial District of New Haven, Docket No. 383305 (Sept. 4, 1998, Silbert, J.) affirmed, 59 Conn.App. 92 (2000).   The court must determine whether a dispute existed between the parties as to the terms of the agreement at the time settlement was reached.  DAP Financial Management Co. v. Mor–Ram Electric, Inc., 59 Conn.App. 92, 99 (2000).   Whether the parties in fact concluded a settlement agreement is determined by the intention of the parties manifested by their words and acts.  DAP Financial Management Co. v. Mor–Ram Electric, Inc., Superior Court, supra.

FINDINGS OF FACT

1. On April 30, 2013, the parties participated in mediation before Judge Cremins;

2. After the mediation, the parties continued to engage in settlement discussions;

3. On June 5, 2013, certain of the parties agreed to further discuss settlement in a conference call in the morning hours of June 6, 2013 (Exhibits 1, 2, B and C);

4. On June 6, 2013, Attorneys Rich, Taiman and Coan participated in a conference telephone call to discuss, as Attorney Coan testified, the “terms of a global settlement”;

5. Attorney Coan testified that the he would not agree to Mr. Geddes getting a discharge in bankruptcy of the disputed debt.   He further testified that this issue was a “deal breaker” as far as the plaintiff was concerned;

6. Attorney Coan further testified that he voiced no objection to Mrs. Geddes receiving a discharge in bankruptcy of the disputed debt, as, in his opinion, the business activities in question were either primarily or exclusively those of Mr. Geddes;

7. The parties ended the conference call with the understanding that Attorney Taiman would present the proposed settlement to his clients;

8. In a June 9, 2013 email, Attorney Taiman indicated that his “clients will do the deal as discussed”(Exhibit 1, 2, B and C);

9. A June 10, 2013 email from Attorney Rich purports to confirm “the basic terms of our general discussions” to be reported to Judge Cremins, yet fails to mention the terms of any disposition of the Geddes' discharges;

10. A draft Motion to Compromise (Exhibit A), attached to Attorney Rich's June 26, 2013 email, further purports to contain the terms of the settlement agreement reached by the parties;

11. In a July 11, 2013 email, Attorney Taiman indicated that there were outstanding settlement issues remaining:  Bonnie Geddes' discharge in bankruptcy and the denial/dismissal of Mr. Geddes' bankruptcy petition (Exhibit 2);

12. In a July 11, 2013 email, Attorney Rich indicated that he would discuss Mrs. Geddes' discharge with Attorney Coan. Additionally, Attorney Rich indicated that the plaintiff would not agree to the dismissal of Mr. Geddes' petition, instead insisting on a denial.   There is no mention thereafter of a potential disposition of Mrs. Geddes' petition;

13.On or about July 25, 2013, the plaintiff filed the instant motion.

DISCUSSION

The Court, based on the testimony adduced at trial, and after review of the trial exhibits, finds that, at the time the relevant parties reached a settlement agreement, as referenced in the several “email strings” in evidence (Exhibits 1, 2, B and C), the precise terms of the agreement were not clear and unambiguous.   An essential term on which the parties failed to specifically agree was the disposition of defendant Bonnie Geddes' bankruptcy petition.   While the draft Motion to Compromise that counsel for the plaintiff seeks to enforce is devoid of any mention of Mrs. Geddes' bankruptcy petition, Attorney Coan, the trustee, testified that the issue of Mrs. Geddes' discharge in bankruptcy was a point of discussion between the parties during verbal settlement discussions.   While Attorney Coan testified that, at the time of the settlement discussions, he had intended not to object to Mrs. Geddes' discharge, there is no mention of this term in the email string previously cited by the Court.   To the contrary, this lack of clarity is significant as this Court finds that any settlement discussions between the parties were to be global in nature, encompassing the disposition of both named defendants and not simply Mr. Geddes.

Additionally, this Court finds that there existed an ambiguity as to whether Mr. Geddes' bankruptcy discharge would be denied or dismissed.   Although counsel for the defendant appears to assert that there is a meaningful distinction between the two, no such evidence was adduced at the hearing.   Absent evidence as to the legal or financial impact of a dismissal rather than a denial, this Court does not find the distinction of sufficient significance to prevent enforcement of any settlement.

RULING

Accordingly, as there existed, throughout the verbal and written settlement discussions, ambiguity as to the disposition of Bonnie Honcharik Geddes' bankruptcy petition, the plaintiff's Motion to Enforce Settlement in accordance with the proposed Motion to Compromise is denied.

By the Court

Hon. Vernon D. Oliver

Oliver, Vernon D., J.