MICHAEL D. REINER ET AL.
JEFFREY A.REINER ET AL.
February 14, 2019
Richard P. Weinstein, with whom, on the brief, was Sarah
Black Lingenheld, for the appellant (named defendant).
J. Greene, for the appellee (named plaintiff).
DiPentima, C. J., and Prescott and Bright, Js.
to recover damages for, inter alia, breach of fiduciary duty,
and for other relief, brought to the Superior Court in the
judicial district of Hartford; thereafter, the plaintiffs
withdrew the action in accordance with the parties'
settlement agreement; subsequently, the trial court,
Robaina, J., granted the named
defendant's motion to restore the case to the docket;
thereafter, the court denied the named defendant's motion
to enforce the parties' settlement agreement, and the
named defendant appealed to this court. Affirmed.
present appeal stems from a dispute over the interpretation
of a settlement agreement between, among others, the
plaintiff Michael D. Reinerand 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 288
(2010) (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 defendant's motion to enforce the
agreement on the alternative ground that a settlement
agreement that is not clear and unambiguous cannot been
forced through an Audubon hearing.
following procedural history and undisputed facts are
relevant to this appeal. The plaintiff and the 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 plaintiff's
interests in certain properties after the death of Eleanore
Reiner. The following buyout provisions are directly at issue
in this appeal.
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 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 attachment, prepared on June
27, 2012, individually detailed the percentage of the Reiner
Trusts properties owned by each party, but not the
then-existing value of the properties or the amount of any
equity in the properties in light of any mortgages on them.
2 of the agreement provides in relevant part:
‘‘In connection with the execution and delivery
of this Agreement, Eleanore Reiner will immediately transfer,
by Warranty Deeds (i) her interests (as sole member of 711
Farmington, LLC) in 711 Farmington as follows: two thirds
(2/3) to [the defendant] and one-third (1/3) to [the
plaintiff] in the form of warranty deed attached to this
Agreement . . . and (ii) her interests (as sole member of
Canton Gateway, LLC) in Canton Gateway as follows: three
fourths (3/4) to [the defendant] and one-fourth (1/4) to [the
plaintiff] in the form of warranty deed attached to this
Agreement . . . . Such transfers are being made upon the
following conditions . . . .
defendant] shall buy out [the plaintiff's] interests in
each [of] 711 Farmington and Canton Gateway by paying cash to
[the plaintiff] no later than 280 days following Eleanore
Reiner's death. The determination of the fair market
value of 711 Farmington and Canton Gateway will be based on
the same formula and terms used to determine the fair market
value of the Reiner Trust Properties provided for in [§]
1 (a) of this Agreement above except that the valuation shall
be subject only to a four percent (4%) discount, not ten
percent (10%). [The defendant] will have 280 days from the
date of Eleanore Reiner's death, to obtain financing and
consummate the buyout.''
11 and 13, 2012, the plaintiff withdrew the present action
with prejudice in accordance with the agreement.
Nevertheless, on July 25, 2012, the defendant filed a motion
in which he requested that the court set aside the withdrawal
and reinstate the action on the ground that the plaintiff had
violated the agreement by soliciting a ‘‘side
deal'' with Eleanore Reiner to permit him to lease a
property owned by her in Florida, which property was governed
by § 10 of the agreement. On July 27, 2012, the
plaintiff also filed a motion to restore the case to the
docket. On September 10, 2012, the court restored the case to
the docket. Over the course of the next four and one-half
years, the parties engaged in litigation concerning the
Florida property and other collateral issues stemming from
the agreement. None of those issues are the subject of this
April 7, 2017, the defendant filed the motion to enforce the
agreement that is the subject of this appeal. Therein, he
argued that certain buyout provisions of the agreement had
been triggered as a result of the recent death of Eleanore
Reiner, and that a dispute existed between himself and the
plaintiff as to the interpretation of those provisions. In
particular, Eleanore Reiner's death triggered the
defendant's obligation, under § 2 of the agreement,
to buy out the plaintiff's one-third interest in 711
Farmington and his one-quarter interest in Canton Gateway.
Her death also triggered the defendant's obligation,
under § 1 of the agreement, to buy out the
plaintiff's interest in the Reiner Trusts properties,
including 603 Farmington Avenue in Hart-ford. The plaintiff and
the defendant were unable to reach an agreement on how to
determine the price that the defendant was to pay the
plaintiff for his interests in the properties. The defendant
claimed that the buyout price of the plaintiff's
interests is intended to be calculated as the ...