Opinion
The only issue in this appeal is whether the plaintiff, Arnica Mutual Insurance Company, entered into a settlement agreement with the
defendant P.M. Pearson, Inc.,
1
that was clear and unambiguous and,
The following facts provide the necessary background for the disposition of the plaintiffs appeal. The plaintiffs insureds, Sean Egan and Patricia Egan, purchased a home in Farmington from the defendant. As a condition of the sale, the defendant agreed to repair a leak in the roof and Welch Enterprises, Inc. (Welch), was hired to perform the repairs. While in the process of repairing the roof, a Welch employee allegedly was responsible for causing a fire that destroyed the Egans’ home. The plaintiff paid the Egans for the fire loss and subsequently instituted this action, pursuant to its rights of subrogation, to recover the moneys it had paid. The plaintiff filed suit against Welch on a theory of negligence and against the defendant on a breach of warranty. The Egans were not parties to this action. Thereafter, Welch offered to settle the plaintiffs claim for its policy limits, and the case then proceeded only as against the defendant. The controversy before this court is whether the plaintiff and the defendant entered into a clear and unambiguous agreement to settle their dispute.
The parties, through their attorneys, began exchanging settlement letters in March, 2007. On May 7, 2007, the defendant’s attorney, by letter, offered to settle the plaintiffs claim for $10,000, seeking in addition a general release from both the plaintiff and the Egans. That offer was rejected, and then, by letter dated July 5, 2007, the plaintiffs attorney agreed to accept $25,000 in full and final settlement of its claim. There was no mention in the July 5,2007 letter that the plaintiff would provide a general release from the Egans. It is the defendant’s claim that by its attorney’s letter dated July 27, 2007, it accepted the plaintiffs demand to pay $25,000 in full settlement of its claim and that it expected the plaintiff to provide general releases, including a release from the Egans. The plaintiff claims that it agreed to accept $25,000 in full settlement of its claim but never agreed to provide a general release from the Egans because it did not represent the Egans, nor were they parties to the action. The defendant contends that in all of its correspondence to the plaintiff, it specifically had provided offers of payment conditioned on a release from the Egans and that never in any correspondence did the plaintiff indicate that it was unwilling or unable to provide such a release.
In its motion to enforce the settlement agreement, the defendant argued that the letters exchanged by the parties resulted in an enforceable agreement to pay the $25,000 demanded and to provide a release from the Egans. After a hearing on the defendant’s motion to enforce the settlement agreement, the court found that a binding settlement agreement had been made between the parties, and it granted the defendant’s motion. The court ordered the plaintiff to provide a general release executed by the Egans in exchange for the payment of $25,000 from the defendant. The court further ordered the plaintiff to withdraw its action by a certain date, or, in lieu thereof, the court directed the clerk to dismiss the action as against the defendant with prejudice. The plaintiff did not provide a release from the Egans, nor did it withdraw its action as ordered. Accordingly, the clerk dismissed the action pursuant to the court’s order. This appeal followed.
The issue in this appeal is whether the letters exchanged by the parties constituted an enforceable agreement.
In
Audubon Parking Associates Ltd. Partnership
v.
Barclay & Stubbs, Inc.,
The judgment of dismissal is reversed and the case is remanded for further proceedings according to law.
In this opinion the other judges concurred.
Notes
Welch Enterprises, Inc., was also a defendant in this action but is not a party to this appeal. Therefore, we refer in this opinion to P.M. Pearson, Inc., as the defendant.
Because our resolution of the plaintiffs claim is dispositive, we need not discuss in depth the plaintiffs silence as to the defendant’s request for a general release from the Egans. We simply will state that for there to be an enforceable contract, there must be a meeting of the minds between the parties. See
Aquarion Water Co. of Connecticut
v.
Beck Law Products & Forms, LLC,
