United States District Court, D. Connecticut
RULING AND ORDER
N. Chatigny United States District Judge
Speer, a debtor in bankruptcy, appeals an order of the
Bankruptcy Court denying her motion to enforce an oral
settlement agreement she claims to have reached with her
largest creditor, Seaport Capital Partners, LLC
(“Seaport”) during a hearing in Connecticut
Superior Court on April 3, 2014 (“the April 3
hearing”), approximately one month before the
commencement of the bankruptcy proceeding. At the April 3
hearing, the parties reported that they believed they had
reached an agreement to settle nine foreclosure actions
brought by Seaport against Ms. Speer. It is undisputed that
no settlement was finalized prior to the commencement of the
bankruptcy case. For reasons that follow, the order is
Speer filed her motion to enforce the alleged settlement
agreement on June 26, 2016, approximately two years after the
bankruptcy case began. Prior to that time, she had engaged in
unusually contentious litigation with Seaport in the
Bankruptcy Court without bringing the alleged settlement to
the Court's attention.
Bankruptcy Court conducted a hearing on the motion on August
11, 2016. Ms. Speer offered no evidence other than
the transcript of the April 3 hearing. Mot. Enforce
Settlement Ex. A (“Super. Ct. Tr.”), Apr. 3, 2014
(ECF No. 11-1). Seaport offered the testimony of its counsel
at the time of the April 3 hearing, Donna Skaats; emails sent
by Ms. Speer to Ms. Skaats in the days after the hearing; and
a transcript of a hearing in the Superior Court on May 14,
2014 (“the May 14 hearing”). Mem. Decision &
Ruling Den. Mot. Enforce Settlement (“Mem.
Decision”) 7-8, Doc. 239, Adv. Proc. No. 15-02031(AMN)
(ECF No. 11-1 at 100-101). Ms. Skaats testified that although
she believed the parties had reached an agreement to settle
the foreclosure actions when she reported the proposed
settlement to the Superior Court at the April 3 hearing, some
terms remained open. She further testified that Ms. Speer
backed away from the settlement the next day and no
settlement agreement was ever reached.
September 19, 2016, the Bankruptcy Court issued a written
ruling denying Ms. Speer's motion. Mem. Decision (ECF No.
11-1 at 94-110). The Court found that “[n]either
Seaport nor Speer intended to be bound to a settlement
agreement of the [foreclosure actions] absent a writing . . .
.” Id. at 16 (ECF No. 11-1 at 109). In
addition, the Court found that “[t]here were numerous,
material terms that had not been agreed to at the April 3,
2014 hearing, including valuations of properties and amount
of debts.” Id. at 17 (ECF No. 11-1 at 110).
Speer argues that the Bankruptcy Court clearly erred in
failing to find that the parties intended to enter into a
binding oral contract at the April 3 hearing. I disagree.
testimony of Ms. Skaats, which the Bankruptcy Court credited,
is supported by the transcript of the April 3 hearing. The
transcript shows that when the parties reported that they
“believed” they had reached an agreement, the
Judge recognized that settling the foreclosure actions would
require a written agreement. Super. Ct. Tr. 3:25-4:3, 7:4-16
(ECF No. 11-1) (“No, I think I need something in
writing . . . that will be filed.”). The Judge asked
the parties to provide him with the “skeleton” of
their proposed agreement. Id. at 8:1-2. The ensuing
colloquy confirmed that more work needed to be done to reach
a final agreement. See, e.g., id. 8-9
(discussion concerning the amount of debt on properties, with
the Judge concluding “You don't have to give me the
numbers now.”); id. at 11:8-11 (defendant
Teiger's attorney requesting that the Court “order
that the receiver provide me with all reports . . . including
statements of income and expense. . . .” within a
month). The parties explained to the Judge that in order for
Ms. Speer to transfer deeds in lieu of foreclosure, as
required by the proposed settlement with regard to some
properties, it would be necessary to obtain updated
valuations of the properties so accurate valuations could be
reported to the Internal Revenue Service as required by law.
Ms. Speer told the Judge that she hoped to have her work on
the settlement completed by the following Friday.
Id. at 25:21-23. The Judge urged the parties to keep
working. Id. at 31:15-32:8 (asking about the
parties' availability on Monday morning to let the Judge
know when “this is going to be
done”). Ms. Speer's emails to Ms. Skaats in
the days after the April 3 hearing show that she promptly
backed away from the proposed settlement. The transcript of
the May 14 hearing shows that a settlement agreement covering
all essential terms was never reached. Mem. Decision 16 (ECF
No. 11-1 at 109).
Speer argues that the case should be remanded so the
Bankruptcy Court can apply the “Winston
factors” used to determine whether parties intended to
be bound to an oral contract in the absence of a fully
executed writing. See Winston v. Medifare
Entm't Corp., 777 F.2d 78, 80 (2d Cir.
1985). She contends that the Bankruptcy Court
erred in failing to explicitly consider these factors. There
is no need for a remand. As Winston itself clearly
states, the key issue is whether the parties intended to be
bound in the absence of a writing. Id. The
Bankruptcy Judge focused on this issue and specifically found
that neither party intended to be bound by a settlement of
the foreclosure actions without a written agreement. The
Court's finding is well-supported by the parties'
words and actions during and after the April 3
the order is affirmed. The Clerk may close the appeal.
 At the outset of the hearing, Ms.
Speer's counsel conceded that there was no settlement of
the state court matters. See Bankr. Tr. 10:11-12,
12:8, 17:15-16, Apr. 11, 2016 (ECF No. 12-1). Even so, he
asked the Bankruptcy Court to find that an enforceable
settlement agreement was reached at the April 3
 In her reply brief, Ms. Speer contends
that the Court's canvass of the parties during the April
3 hearing compels a finding that the parties intended to be
bound to an oral contract containing the terms they outlined
to the Judge. In conducting the canvass, the Court referred
to the “proposed” agreement and neither party
stated that they intended to be bound in the absence of a
fully executed document. Super. Ct. Tr. 28:23-24. After
considering the hearing transcript in its ...