Michael D. REINER et al.
Jeffrey A. REINER et al.
February 14, 2019
from the Superior Court, Judicial District of Hartford,
[Copyrighted Material Omitted]
Richard P. Weinstein, West Hartford, with whom, on the brief,
was Sarah Black Lingenheld, Farmington, for the appellant
Greene, Avon, for the appellee (named plaintiff).
C. J., and Prescott and Bright, Js.
Conn.App. 269] The present appeal stems from a dispute over
the interpretation of a settlement agreement [190 Conn.App.
270] between, among others, the plaintiff Michael D.
Reiner and the defendant Jeffrey A.
Reiner. The defendant appeals from the
judgment of the trial court, rendered after a hearing
pursuant to Audubon Parking Associates Ltd. Partnership
v. Barclay & Stubbs, Inc., 225 Conn. 804, 811-12, 626
A.2d 729 (1993) (Audubon ), denying his motion
to enforce the agreement. On appeal, the defendant claims
that the court improperly concluded that the settlement
agreement is clear and unambiguous, as construed by the
plaintiff. We conclude that the contested
sections of the agreement are not clear and unambiguous and,
accordingly, we affirm the judgment of the trial court
denying the defendants motion to enforce the agreement on
the alternative ground that a settlement agreement that is
not clear and unambiguous cannot be enforced through an
following procedural history and undisputed facts are
relevant to this appeal. The plaintiff and the [190 Conn.App.
271] defendant are brothers who were two of the three primary
beneficiaries of four irrevocable trusts (Reiner Trusts) that
were established by their parents, Eleanore Reiner and Leo P.
Reiner. The defendant was the sole trustee of
the Reiner Trusts. The Reiner Trusts owned several parcels of
real property (Reiner Trusts properties) that had a
substantial value; however, a majority of the properties were
encumbered by mortgages. Eleanore Reiner also was the sole
member of 711 Farmington, LLC, and Canton Gateway, LLC. 711
Farmington, LLC, and Canton Gateway, LLC, each owned a single
parcel of real property, both of which were encumbered by a
mortgage. After a dispute arose regarding the Reiner Trusts
properties, the plaintiff, in 2011, commenced the present
action and several other parallel actions against the
defendant alleging that he tortiously had mismanaged the
Reiner Trusts properties. On July 5, 2012, the plaintiff, the
defendant, and several other individuals and entities
associated with the Reiner Trusts executed a settlement
agreement to resolve the present action, the parallel
actions, and other disputes. In the agreement, the plaintiff
agreed to withdraw with prejudice the then pending actions,
and all parties to the agreement agreed to a comprehensive
mutual release. The agreement contained several provisions in
which the defendant agreed to buy out the plaintiffs
interests in certain properties after the death of Eleanore
Reiner. The following buyout provisions are directly at issue
in this appeal.
Section 1 (a) of the agreement provides: "[The
defendant] shall buyout [the plaintiffs] interests in the
Reiner Trusts and the Reiner Trusts Properties by paying cash
to [the plaintiff] in proportion to his interests therein no
later than 280 days following Eleanore Reiners death. The
buy-out amount payable to [the plaintiff] for [190 Conn.App.
272] his interests in the Reiner Trusts will be based on the
fair market value of each of the Reiner Trusts Properties at
the time of Eleanore Reiners death, multiplied by [the
plaintiffs] interests in each Trust Property with a
deduction of ten (10%) percent to compensate for a minority
discount and for the fact that there is no real estate
brokerage commission." Section 1 (b) of the agreement
detailed the manner in which the fair market value for each
of the Reiner Trusts properties was to be determined. The
parties also agreed that the parties "interests"
in the Reiner Trusts properties accurately were set forth in
the " Trust Property Schedule, " which was
attached to the agreement. That ...