Reiner v. Reiner

         Argued February 14, 2019

         Appeal from the Superior Court, Judicial District of Hartford, Robaina, J.

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          Richard P. Weinstein, West Hartford, with whom, on the brief, was Sarah Black Lingenheld, Farmington, for the appellant (named defendant).

         Gary J. Greene, Avon, for the appellee (named plaintiff).

         DiPentima, C. J., and Prescott and Bright, Js.

          OPINION

         BRIGHT, J.

         [190 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^[1] and the defendant Jeffrey A. Reiner.^[2] 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 ),^[3] 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.^[4] 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 defendant’s motion to enforce the agreement on the alternative ground that a settlement agreement that is not clear and unambiguous cannot be enforced through an Audubon hearing.^[5]

         The 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.^[6] The defendant was the sole trustee of the Reiner Trusts. The Reiner Trusts owned several parcels of

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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 plaintiff’s 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 plaintiff’s] 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 Reiner’s 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 Reiner’s death, multiplied by [the plaintiff’s] 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 ...