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*********************************************** 
MICHAEL D. REINER ET AL. v. JEFFREY A.

REINER ET AL.

(AC 41010)

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

Syllabus

The plaintiff, who was a beneficiary of certain irrevocable trusts, sought to

recover damages from the defendant, the sole trustee to and another

beneficiary of the trusts, for his alleged tortious mismanagement of

certain real properties owned by the trusts, which were encumbered

by mortgages. Prior to trial, the parties, in an effort to settle the tort

action, signed a release and settlement agreement, which included a

provision that provided that following the death of the settlor of the

trusts, E, the plaintiff would buy out the defendant’s interests in certain

of the trust properties, and the buyout amount of each property was to

be calculated on the basis of the fair market value of the property,

multiplied by the plaintiff’s interests in the property and reduced by 10

percent. That provision did not refer to the mortgages associated with

the properties. The agreement also provided that E would immediately

transfer by warranty deed two properties to the plaintiff and the defendant, and upon E’s death, the defendant would purchase the plaintiff’s

interests in those two properties under the same fair market valuation,

but reduced by 4 percent rather than 10 percent. In accordance with

the settlement agreement, the plaintiff withdrew the tort action in 2012.

The buyout provisions of the settlement agreement were triggered in

2017 following E’s death. After the case was restored to the docket, the

defendant filed a motion to enforce the settlement agreement. Thereafter, the trial court held an evidentiary hearing on the motion pursuant

to Audubon Parking Associates Ltd. Partnership v. Barclay & Stubbs,

Inc. (225 Conn. 804). At the hearing, the defendant maintained that

the settlement agreement was clear and unambiguous that the buyout

amount of the properties was to be calculated as the plaintiff’s proportionate interest in the equity in the properties, after deducting the debt

secured by any mortgages, less the percentage discounts, while the

plaintiff insisted that the settlement agreement was clear and unambiguous that the buyout amount was to be based solely on the fair market

value of the properties, without regard to the mortgages on the properties. The trial court accepted the plaintiff’s interpretation and concluded

that the agreement was clear and unambiguous that the buyout amount

was to be calculated as the fair market value of the properties regardless

of any debt associated with the properties. The trial court then denied

the defendant’s motion to enforce the settlement agreement, and the

defendant appealed to this court. Held that although the trial court

incorrectly concluded that the settlement agreement was clear and

unambiguous with respect to the method for calculating the buyout

price of the plaintiff’s interests in the properties, as the language of the

agreement was susceptible to more than one reasonable interpretation,

the court properly denied the defendant’s motion to enforce the settlement agreement: the agreement did not define the term interest, which

was used inconsistently therein, the common meaning of the term interest did not provide certainty, and the buyout provision reasonably could

have been interpreted as meaning either that the plaintiff’s interest in

the properties was the fair market value without consideration of the

mortgages on the properties, as found by the trial court, or that the

plaintiff’s interests in the properties were to be limited to his equitable

share of the value of the properties after deducting the underlying debt

as secured by any mortgages, as argued by the defendant; nevertheless,

although the trial court incorrectly concluded that the buyout provisions

of the settlement agreement were clear and unambiguous, this court

affirmed the trial court’s denial of the motion to enforce the settlement

agreement on the alternative ground that the agreement was not clear

and unambiguous and, therefore, could not be enforced summarily pursuant to Audubon Parking Associates Ltd. Partnership.

Argued February 14–officially released May 28, 2019
Procedural History

Action 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.

Richard P. Weinstein, with whom, on the brief, was

Sarah Black Lingenheld, for the appellant (named

defendant).

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

BRIGHT, J. The present appeal stems from a dispute

over the interpretation of a settlement agreement

between, among others, the plaintiff Michael D. Reiner1

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 288 (2010) (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

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 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

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.

Section 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 . . . .

‘‘[The 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.’’

On July 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 appeal.

On 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 Hartford.7 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 plaintiff’s proportionate interest in the

equity in the properties, after deducting the debt

secured by any mortgages, less the percentage discounts. The defendant requested that the court adjudicate the dispute by enforcing the agreement in

accordance with his interpretation.

On April 17, 2017, the plaintiff filed an objection to

the defendant’s motion to enforce the agreement.8

Therein, the plaintiff disagreed with the defendant’s

interpretation and advanced his own contrary interpretation of the agreement. The plaintiff maintained that

the settlement agreement clearly and unambiguously

provides that the buyout amount is to be ‘‘ ‘based on

the fair market value’ of each of the properties,’’ which

amount did not include consideration of the existing

mortgages on the properties.

On August 10, 2017, the defendant filed a supplemental memorandum in support of his motion to enforce

the agreement. In his supplemental memorandum, the

defendant argued that the agreement clearly and unambiguously provides that the amount of the buyout must

take into consideration the mortgages on the properties.

The defendant argued that a contrary interpretation

would be in conflict with Connecticut mortgage jurisprudence, and would result in an absurd result in the

form of a substantial unintended windfall for the

plaintiff.9

On October 23, 2017, following an Audubon hearing,
the court issued a memorandum of decision in which it

denied the defendant’s motion to enforce the agreement

and concluded that the agreement was clear and unambiguous in conformance with the plaintiff’s interpretation.10 In particular, even though it heard extrinsic

evidence regarding what the parties intended by the

buyout provisions, the court expressly constrained its

analysis to the four corners of the agreement and reasoned that ‘‘the terms of the agreement are clear and

unambiguous and that the parties did enter into a valid

agreement. The agreement, negotiated extensively by

and between sophisticated parties, does not refer to

‘equity’ as a basis for valuation. The agreement clearly

and unambiguously states that the buyout amount will

be based on the fair market value of each property and

the proportionate interests of the parties being taken

into consideration refer to the agreed upon percentage

interests [as] listed in the Trust Property Schedule. . . .

‘‘The contract provision as to buying out the plaintiff’s

interest requires determining the fair market value of

the property by the method described in the contract

itself. By comparison, [§] 3 of the agreement (160 Farmington) makes specific reference to mortgages and prohibits financing or modification of existing mortgages

without the consent of the plaintiff. Similarly, references to mortgages are found in [§] 9 (White Pine), and

[§] 10 (Florida property). Further, the listing of the trust

properties, which is entitled ‘Trust Property Schedule–

Date Prepared 6/27/2012,’ lists the properties with the

percentage of ownership in each the plaintiff, the defendant, and their sibling, without reference to mortgages.

Finally, the term ‘equity,’ commonly understood to

mean the difference between the fair market value and

the encumbrances on a property, does not appear in any

relevant portion of the agreement.’’ (Citation omitted.)

This appeal followed. Additional facts will be set forth

as necessary.

We begin by setting forth the relevant standard of

review and legal principles that govern our review. ‘‘A

trial court has the inherent power to enforce summarily

a settlement agreement as a matter of law when the

terms of the agreement are clear and unambiguous.

. . . Agreements that end lawsuits are contracts, sometimes enforceable in a subsequent suit, but in many

situations enforceable by entry of a judgment in the

original suit.’’ (Citations omitted; internal quotation

marks omitted.) Audubon, supra, 225 Conn. 811. ‘‘Summary enforcement is not only essential to the efficient

use of judicial resources, but also preserves the integrity

of settlement as a meaningful way to resolve legal disputes. When parties agree to settle a case, they are

effectively contracting for the right to avoid a trial.’’

(Emphasis omitted.) Id., 812. Nevertheless, the right

to enforce summarily a settlement agreement is not

unbounded. ‘‘The key element with regard to the settlement agreement in Audubon . . . [was] that there
[was] no factual dispute as to the terms of the accord.

Generally, [a] trial court has the inherent power to

enforce summarily a settlement agreement as a matter

of law [only] when the terms of the agreement are clear

and unambiguous . . . and when the parties do not

dispute the terms of the agreement.’’ (Internal quotation

marks omitted.) Reid & Riege, P.C. v. Bulakites, 132

Conn. App. 209, 216, 31 A.3d 406 (2011), cert. denied, 303

Conn. 926, 35 A.3d 1076 (2012). ‘‘The rule of Audubon

effects a delicate balance between concerns of judicial

economy on the one hand and a party’s constitutional

rights to a jury and to a trial on the other hand. See

[Audubon], supra, [810–12]; see also Ackerman v. Sobol

Family Partnership, LLP, 298 Conn. 495, 534–35, 4

A.3d 288 (2010). To use the Audubon power outside of

its proper context is to deny a party these fundamental

rights and would work a manifest injustice.’’ Matos v.

Ortiz, 166 Conn. App. 775, 792, 144 A.3d 425 (2016); see

DAP Financial Management Co. v. Mor-Fam Electric,

Inc., 59 Conn. App. 92, 97–98, 755 A.2d 925 (2000) (‘‘The

test of disputation . . . must be applied to the parties

at the time they entered into the alleged settlement. To

hold otherwise would prevent any motion to enforce a

settlement from ever being granted.’’).

‘‘A settlement agreement, or accord, is a contract

among the parties.’’ Ackerman v. Sobol Family Partnership, LLP, supra, 298 Conn. 532. ‘‘When construing a

contract, we seek to determine the intent of the parties

from the language used interpreted in the light of the

situation of the parties and the circumstances connected with the transaction. . . . [T]he intent of the

parties is to be ascertained by a fair and reasonable

construction of the written words and . . . the language used must be accorded its common, natural, and

ordinary meaning and usage where it can be sensibly

applied to the subject matter of the contract.’’ (Internal

quotation marks omitted.) Gabriel v. Gabriel, 324 Conn.

324, 341, 152 A.3d 1230 (2016).

‘‘A contract is unambiguous when its language is clear

and conveys a definite and precise intent. . . . The

court will not torture words to impart ambiguity where

ordinary meaning leaves no room for ambiguity. . . .

Moreover, the mere fact that the parties advance different interpretations of the language in question does not

necessitate a conclusion that the language is ambiguous. . . .

‘‘In contrast, a contract is ambiguous if the intent of

the parties is not clear and certain from the language

of the contract itself. . . . [A]ny ambiguity in a contract

must emanate from the language used by the parties.

. . . The contract must be viewed in its entirety, with

each provision read in light of the other provisions . . .

and every provision must be given effect if it is possible

to do so. . . . If the language of the contract is susceptible to more than one reasonable interpretation, the
contract is ambiguous.’’ (Internal quotation marks omitted.) Id., 341–42. ‘‘[T]he determination as to whether

contractual language is plain and unambiguous is . . .

a question of law subject to plenary review.’’ (Internal

quotation marks omitted.) Gold v. Rowland, 325 Conn.

146, 157–58, 156 A.3d 477 (2017).11

On appeal, there is no dispute between the parties

that the agreement is valid and enforceable, and that

§§ 1 and 2 of the agreement mandate that the defendant

buy out the plaintiff’s interests in certain properties.

Instead, the parties’ views diverge as to the method

by which the buyout amount is to be calculated. The

defendant claims that the court improperly concluded

that the agreement clearly and unambiguously provides

that the buyout amount is the fair market value of the

properties. He argues that the clear and unambiguous

language of the agreement specifies that the buyout

amount is the plaintiff’s equitable interest in the properties, namely, the fair market value of the properties less

the amount of any mortgage encumbrances. In

response, the plaintiff argues that the court properly

determined that the agreement clearly and unambiguously provides that the buyout amount is the fair market

value of the properties without regard to any debt associated with the properties. We disagree with both parties and conclude that the agreement is ambiguous with

respect to the calculation of the buyout of the plaintiff’s

interests in the properties.

As noted previously, § 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 2 (b) of the agreement provides in relevant

part that ‘‘[the 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%). . . .’’

Section 1 applies to the defendant’s buyout of the

plaintiff’s interests in the Reiner Trusts properties,
including 603 Farmington Avenue. With respect to 603

Farmington Avenue, the language of § 1 provides that

the buyout amount will be determined on the basis of

the fair market value multiplied by the plaintiff’s interest, less a percentage discount. For the following reasons, we conclude that it is neither clear nor certain

whether the word ‘‘interest’’ was intended, as the defendant contends, to mean the plaintiff’s percentage interest in the equity in the properties, or, as the plaintiff

contends, to mean the plaintiff’s ownership percentage

of the fair market value of the properties.

First, the agreement does not define ‘‘interest,’’ and

that term has no talismanic meaning as utilized throughout the agreement. For example, the parties agreed that

the Trust Property Schedule attached to the agreement

set forth their and Nancy Brooks’ interests in the Reiner

Trusts properties. That attachment lists the parties’

respective percentage ownership in each of the Reiner

Trusts properties and is devoid of the then-existing

mortgage valuation for each property. Conversely, § 1,

upon which the plaintiff and the court relied, provides

that, if the defendant refinances one or more of the

Reiner Trusts properties to fund his buyout of the plaintiff’s interests in other properties, the interest of the

third beneficiary of the Reiner Trusts, Nancy Brooks,

in the refinanced properties cannot be diminished. The

defendant is required to provide her with value in other

properties or cash sufficient to offset any reduction in

the value of her interest as a result of the refinancing.

This language suggests that the parties agreed that a

beneficiary’s interest in a property is determined by

taking into account any outstanding debt associated

with the property. Accordingly, the inconsistent use of

the term ‘‘interest’’ makes it unclear whether that term

was intended to include or to exclude outstanding debt

on the properties.

Second, the common meaning of the term ‘‘interest’’

provides no certainty. As applicable here, interest is

defined as ‘‘[a] legal share in something; all or part of

a legal or equitable claim to or right in property . . . .’’

Black’s Law Dictionary (10th Ed. 2014); see MerriamWebster’s Collegiate Dictionary (11th Ed. 2003) (defining ‘‘interest’’ to mean ‘‘right, title, or legal share in

something’’). In real estate transactions, interest could

be intended to mean, among other things, equitable or

legal ownership. See generally Salce v. Wolczek, 314

Conn. 675, 683–96, 104 A.3d 694 (2014) (determining

that phrase ‘‘any ownership interest . . . is transferred’’ encompassed transfers of both legal and equitable interests). As the defendant properly emphasizes,

‘‘Connecticut follows the title theory of mortgages,

which provides that on the execution of a mortgage on

real property, the mortgagee holds legal title and the

mortgagor holds equitable title to the property.’’ (Internal quotation marks omitted.) Mortgage Electronic Registration Systems, Inc. v. White, 278 Conn. 219, 231,
896 A.2d 797 (2006). Accordingly, because the plaintiff

did not have legal title to certain properties as they

were still encumbered by mortgages, it is a reasonable

interpretation that his interest was equitable, and the

buyout amount was limited to his share of the worth

of the properties after deducting the underlying debt

on the properties as secured by any mortgages. Furthermore, such an interpretation would avoid what might

be viewed as an absurd result of the buyout amount

being substantially greater than the entire net value of

the property. See footnote 9 of this opinion; see also

Welch v. Stonybrook Gardens Cooperative, Inc., 158

Conn. App. 185, 198–99, 118 A.3d 675 (recognizing principle that ‘‘[w]e will not construe a contract’s language

in such a way that it would lead to an absurd result’’

and that ‘‘contractual documents are to be read as a

whole and bizarre results are to be avoided’’ [internal

quotation marks omitted]), cert. denied, 318 Conn. 905,

122 A.3d 634 (2015).

In contrast, as the plaintiff and the court recognize,

the agreement does not specify that the plaintiff’s interest was equal to his equity, and § 1 does not make

reference to mortgages.12 On the basis of the foregoing,

we conclude that § 1 is subject to two reasonable interpretations as it relates to the defendant’s obligation to

purchase the plaintiff’s interest in the Reiner Trusts

properties, including 603 Farmington Avenue. We,

therefore, disagree with the court’s conclusion that the

language is clear and unambiguous.

We reach the same conclusion as to the defendant’s

obligation under § 2 to purchase the plaintiff’s interests

in 711 Farmington and Canton Gateway. Section 2

applies to the defendant’s buyout of the plaintiff’s interests in 711 Farmington and Canton Gateway. As noted

previously, § 2 (b) incorporates the formula for

determining fair market value from § 1 (a). Nevertheless, § 2 (b), unlike § 1 (a), does not state that the purchase of the plaintiff’s interests in the two properties

is to be based on fair market value. Instead, § 2 (b)

merely provides, in relevant part, that ‘‘[the defendant]

shall buy out [the plaintiff’s] interests in each [of] 711

Farmington and Canton Gateway by paying cash to [the

plaintiff] . . . . 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 . . . .’’

Although it can be argued that the reference to fair

market value in § 2 (b) implies that it must be the basis

for valuing the plaintiff’s interests, the language is certainly not clear and unambiguous. The language of § 2

(b) simply does not state how the price for the plaintiff’s

interests in the two properties is to be determined.

Furthermore, to the extent that this language is understood to adopt the buyout amount formula in § 1 (a),

it does not clarify the ambiguity in that section as to
whether the plaintiff’s interest is to be determined after

consideration of the debt associated with the properties.

In sum, each party has set forth a reasonable interpretation of the buyout provisions, with both interpretations having bases in the language used in the

agreement. We conclude, therefore, that the agreement

is ambiguous with respect to the method of calculation

of the buyout amounts because the intent of the parties

is not clear and certain from the language of the

agreement. As noted previously, settlement agreements

can be enforced summarily pursuant to Audubon only

when they are clear and unambiguous. That is not the

case here. Consequently, although the court properly

denied the defendant’s motion to enforce the

agreement, it incorrectly determined that the agreement

is clear and unambiguous, and, thus, the court’s declaration of the meaning of the contract has no legal effect.

We affirm the court’s denial of the defendant’s motion

on the alternative ground that the buyout provisions of

the agreement at issue are not clear and unambiguous.13

The judgment is affirmed.

In this opinion the other judges concurred.

1 The Sheila Reiner Trust for Her Children, The Michael D. Reiner Trust

for His Children, and Connecticut LLC Irrevocable Trust also were named

as plaintiffs in this action. For clarity, we refer to Michael D. Reiner individually as the plaintiff.

2 Although Jeffrey A. Reiner is one of twenty-two defendants in this action,

he is the only defendant who appealed; therefore, we refer to him individually

as the defendant.

3

‘‘A hearing pursuant to Audubon [supra, 225 Conn. 811–12], is conducted

to decide whether the terms of a settlement agreement are sufficiently clear

and unambiguous so as to be enforceable as a matter of law.’’ Ackerman

v. Sobol Family Partnership, LLP, 298 Conn. 495, 499 n.5, 4 A.3d 288 (2010).

4 The defendant also claims on appeal that the court improperly considered

extrinsic evidence in connection with the Audubon hearing. In light of our

conclusion that it was improper for the court to have concluded that the

language of the settlement agreement was clear and unambiguous, we need

not reach the defendant’s other claim.

5

‘‘Where the trial court reaches a correct decision but on [alternative]

grounds, this court has repeatedly sustained the trial court’s action if proper

grounds exist to support it. . . . [W]e . . . may affirm the court’s judgment

on a dispositive [alternative] ground for which there is support in the trial

court record.’’ (Internal quotation marks omitted.) Heisinger v. Cleary, 323

Conn. 765, 776 n.12, 150 A.3d 1136 (2016).

6 Nancy Brooks, the sister of the plaintiff and the defendant, was the third

primary beneficiary of the trusts.

7 Although the defendant’s initial appellate brief does not mention 603

Farmington Avenue, he subsequently filed an errata sheet in which he maintains that 603 Farmington Avenue is the only property at issue under § 1.

The plaintiff does not dispute that the buyout of 603 Farmington Avenue

also is at issue in this appeal.

8

In that filing, the plaintiff principally requested that the court deny the

defendant’s motion, but also sought enforcement of the agreement in accordance with his own interpretation. Despite the contradictory language used

in the plaintiff’s April 17, 2017 filing, we treat it as an objection. See Briere

v. Greater Hartford Orthopedic Group, P.C., 325 Conn. 198, 217, 157 A.3d

70 (2017) (Robinson, J., concurring) (interpretation of pleadings is question

of law); see also Farren v. Farren, 142 Conn. App. 145, 156, 64 A.3d 352

(substance of relief sought by motion, not form, is controlling), cert. denied,

309 Conn. 903, 68 A.3d 658 (2013).

9 For instance, if the parties equally shared a property that had a fair market

value of $1 million and that was encumbered by $900,000 of underlying
debt, the buyout amount, pursuant to the plaintiff’s construction, would be

$500,000. As a result, the defendant would be obligated to pay the plaintiff

five times the amount of the actual equity in the property.

10 The judgment file is inconsistent with the court’s memorandum of decision. The judgment file states ‘‘that the parties’ settlement agreement [is to]

be enforced as set forth in the memorandum of decision [regarding the

defendant’s] motion to enforce settlement agreement issued on October 23,

2017.’’ In the memorandum of decision, the court denied the defendant’s

motion to enforce the agreement and, despite its conclusion that the

agreement was clear and unambiguous in accordance with the plaintiff’s

interpretation, the court did not enforce the agreement. The court’s memorandum of decision is controlling. See Wesley v. Schaller Subaru, Inc., 277

Conn. 526, 529 n.1, 893 A.2d 389 (2006) (‘‘[w]hen there is an inconsistency

between the judgment file and the oral or written decision of the trial court,

it is the order of the court that controls because the judgment file is merely

a clerical document, and the pronouncement by the court . . . is the judgment’’ [internal quotation marks omitted]).

11 We emphasize that the scope of our review is narrow and requires us

to determine only whether the language of the buyout provision is ambiguous. We do not decide which party has the better interpretation, only whether

there is more than one reasonable interpretation of the contract language

at issue. See Salce v. Wolczek, 314 Conn. 675, 683, 104 A.3d 694 (2014).

12 The plaintiff and the court also rely on the references to mortgages in

§§ 3, 9, and 10 of the agreement to conclude that the parties intentionally

omitted consideration of the mortgages from § 1. We are unpersuaded that

these collateral references establish that § 1 is clear and unambiguous. In

§ 3, the defendant agreed to buy out Connecticut LLC Trust’s interest in

another parcel of real property ‘‘by paying . . . the sum equal to (i) $700,000

plus (ii) forty-nine [percent] (49%) of any principal pay down on the mortgage

on’’ that property. This language sets forth a precise mathematical formula

to produce a number ‘‘equal to’’ the buyout price for the property at issue.

(Emphasis added.) By contrast, § 1 states that the buyout of the plaintiff’s

interests in the Reiner Trusts properties ‘‘will be based on’’ the fair market

value of each of the properties. (Emphasis added.) ‘‘Based on’’ and ‘‘equal

to’’ may have been intended by the parties to have the same meaning, but

that is not necessarily so. As the defendant points out in his brief, ‘‘ ‘based

on’ typically notes that something is a first step and more will be done in

addition. . . . [The] [d]efendant argues that this additional step was calculating the equity in the properties to determine the value of the plaintiff’s

interest in them.’’ We do not express a view as to which argument regarding

the impact of § 3 on the interpretation of § 1 is more reasonable. See footnote

11 of this opinion. We simply note that the court’s reliance on § 3 to support

its conclusion that § 1 is clear and unambiguous was misplaced. Further,

we do not view §§ 9 and 10 as in anyway helpful to a determination of the

meaning of § 1. Sections 9 and 10 are not buyout provisions but, rather,

govern the transfer of properties through Eleanore Reiner’s will. The fact

that the sole beneficiary of §§ 9 and 10 received the property as encumbered

upon Eleanore Reiner’s death provides no insight as to how the plaintiff

and the defendant intended the buyout provisions between them to work.

13 Although we conclude that this aspect of the agreement cannot be

enforced pursuant to Audubon, this does not foreclose the parties’ ability,

if they are unable to reach an extrajudicial resolution of their dispute, to

seek other avenues of recovery on the basis of the agreement. See Matos

v. Ortiz, supra, 166 Conn. App. 809 (‘‘while [a settlement agreement] may

still be enforceable through ordinary procedural channels, these are hardly

the circumstances that give rise to a right to summary enforcement

under Audubon’’).