Meridian Partners, LLC v. Dragone Classic Motorcars, Inc.
157 A.3d 87
| Conn. App. Ct. | 2017Background
- Meridian sued Dragone entities for $170,000 for services in arranging financing; defendants retained plaintiff in Aug 2012.
- At a May 29, 2014 prejudgment remedy hearing, court accepted a stipulation: $30,000 paid within 21 days; action withdrawn with prejudice; mutual releases and nondisparagement/confidentiality agreements to be entered.
- On July 1, 2014, plaintiff moved to enforce the settlement; defendants sought to impose additional terms and require personal signatories and ID disclosures.
- On Sept. 4, 2014, the court ordered mutually executed releases with three principal members signing in respective capacities, providing ID and tax ID numbers, and exchange of signed releases within 30 days.
- Defendants later moved to vacate the settlement order (Oct. 3 and Dec. 1, 2014); court denied; May 29, 2015 memorandum denied contempt and second motion to vacate; defendants appealed; plaintiff cross-appealed for contempt.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the settlement was clear and unambiguous. | Meridian—terms recited on record were complete. | Dragone—terms incomplete; identity of principals unresolved; negotiations ongoing. | Settlement deemed unambiguous and enforceable. |
| Whether the court abused discretion denying contempt for noncompliance. | Defendants violated Sept. 4, 2014 order by withholding payment and signings. | Noncompliance excused by issues with tax ID and other disputes; not willful. | No abuse; contempt denial affirmed. |
Key Cases Cited
- Audubon Parking Associates Ltd. Partnership v. Barclay & Stubbs, Inc., 225 Conn. 804 (Conn. 1993) (court may enforce clear settlement agreements summarily)
- WiFiLand, LLP v. Hudson, 153 Conn. App. 87 (Conn. App. 2014) (confidentiality provision essential term; incomplete terms render unenforceable)
- Santos v. Massad-Zion Motor Sales Co., 160 Conn. App. 12 (Conn. App. 2015) (confidentiality provisions; completeness of terms determines enforceability)
- Massey v. Branford, 118 Conn. App. 491 (Conn. App. 2009) (unambiguous settlement on face; absence of merger clause not fatal)
- Nanni v. Dino Corp., 117 Conn. App. 61 (Conn. App. 2009) (test of disputation applied at time of contract formation)
- Orange Palladium, LLC v. Readey, 144 Conn. App. 283 (Conn. App. 2013) (presumption of unambiguous language in commercial contracts)
- Fortin v. Hartford Underwriters Ins. Co., 139 Conn. App. 826 (Conn. App. 2013) (standard for review of denial of motion to reargue; abuse of discretion)