Wittman v. Intense Movers, Inc.
202 Conn.App. 87
Conn. App. Ct.2021Background
- Plaintiffs Matthew and Carol Wittman sued defendants Alexander Leute and William R. Leute III alleging mismanagement of Intense Movers, Inc., and sought dissolution/relief; Alexander filed a notice of election to purchase the plaintiffs’ shares on February 27, 2017.
- On October 19, 2018 the parties signed a memorandum of understanding (MoU) providing that Alexander would buy the plaintiffs’ shares: an initial $150,000 payment on or before December 6, 2018, additional $325,000 over time, and $4,000 monthly withdrawals thereafter; the MoU said a more detailed written settlement would follow.
- During November 2018 the plaintiffs’ attorney circulated a final settlement draft; defendants requested some changes, which were made; on November 26 defendants said they would sign and mail the check “ASAP,” but they did not sign and Alexander did not make the $150,000 initial payment.
- Plaintiffs filed a December 26, 2018 motion to enforce the settlement (MoU supplemented by the settlement draft). Defendants objected, claiming the agreement was contingent on Alexander obtaining third‑party financing.
- After an Audubon hearing (Jan. 28, 2019) the trial court (May 20, 2019) found the MoU, as supplemented, constituted an enforceable settlement, refused to infer an unexpressed financing contingency, and entered judgment enforcing the settlement; the Appellate Court affirmed on appeal.
Issues
| Issue | Plaintiff's Argument (Wittman) | Defendant's Argument (Leute) | Held |
|---|---|---|---|
| Whether parties reached an enforceable settlement | MoU (signed) plus later negotiations produced a final, enforceable agreement to transfer shares for specified payments | No final enforceable agreement because performance depended on Alexander obtaining financing | Trial court and Appellate Court: enforceable — MoU contained essential terms and subsequent drafts filled any blanks; financing was not an express condition |
| Whether a financing contingency was a condition precedent | No — parties omitted any financing contingency from MoU and final draft, so none exists | Yes — settlement was always conditional on Alexander securing a loan to fund payments | Held: financing was an unexpressed intent; unexpressed contingencies are irrelevant; no written condition existed, so not a condition precedent |
| Whether continued negotiations/unsigned final draft defeat summary enforcement (Audubon standard) | Agreement was final enough under Audubon; parties had agreed on essential terms | Continued drafting and unsigned formal settlement show incompleteness and ambiguity | Held: ongoing fine‑tuning did not defeat enforceability; essential terms were agreed and MoU was binding |
| Whether the court improperly altered payment dates when enforcing | Plaintiffs sought enforcement including payment schedule; judgment implementing dates was necessary to effect settlement | Court changed dates (argued arbitrary modification) | Held: adjustments implemented the agreement and benefited Alexander by giving additional time; not improper modification |
Key Cases Cited
- Audubon Parking Assocs. Ltd. P’ship v. Barclay & Stubbs, Inc., 225 Conn. 804 (Conn. 1993) (clear, unambiguous settlement agreements are summarily enforceable)
- Kidder v. Read, 150 Conn. App. 720 (Conn. App. 2014) (standard for reviewing whether communications constitute an enforceable settlement)
- Willow Funding Co. v. Grencom Assocs., 63 Conn. App. 832 (Conn. App. 2001) (post‑agreement negotiations to clarify terms do not preclude enforceability; blanks can be filled)
- Aquarion Water Co. of Conn. v. Beck Law Prods. & Forms, LLC, 98 Conn. App. 234 (Conn. App. 2006) (signature not required if assent is otherwise indicated)
- Perruccio v. Allen, 156 Conn. 282 (Conn. 1968) (unexpressed subjective intent is not relevant to contract interpretation)