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Bogda v. Bochenek
ROBIN BOGDA v. BRIAN BOCHENEK, EXECUTOR
(ESTATE OF BARBARA H. UTERSTAEDT)
(AC 47825)
Elgo, Moll and DiPentima, Js.
Syllabus
The plaintiff appealed from the trial court’s summary judgment for the
defendant executor in her action seeking damages for, inter alia, breach of
contract with respect to a settlement agreement that the two parties had
entered into with respect to the defendant’s action alleging that the plaintiff
had unduly influenced the decedent to name the plaintiff as a joint owner
of a brokerage account held at J Co. After the settlement agreement had
been executed, the defendant filed an arbitration action against J Co. alleging
that J Co. had failed to detect the plaintiff’s alleged undue influence related
to the brokerage account and seeking the remaining money in the brokerage
account that he had not received under the settlement agreement. J Co.
named the plaintiff as a third-party respondent in the arbitration, seeking
indemnification. The arbitration panel denied the defendant’s claims and J
Co.’s third-party claims against the plaintiff, and she thereafter brought the
action underlying the present appeal, claiming that the arbitration action
constituted an indirect claim against her that was prohibited by the settlement agreement. On appeal, she claimed, inter alia, that the court improperly
determined that she lacked standing to bring her claims. Held:
Although it was unclear whether the trial court decided the issue of standing,
this court concluded that the plaintiff did have standing to bring her claims,
as the allegations in the plaintiff’s complaint set forth a colorable claim of
injury establishing the possibility that her legally protected interests in
the defendant abiding by the terms of the settlement agreement had been
adversely affected.
The trial court, having incorrectly determined that the defendant’s pursuit of
the arbitration was not prohibited by the terms of the settlement agreement,
improperly rendered summary judgment for the defendant, as the express
language used in the settlement agreement denoted its broad scope and its
paramount purpose that the parties were released from further claims
against each other, and there were genuine issues of material fact as to the
plaintiff’s claims, including what the defendant knew at the time of the
arbitration and the nature of his intent.
Argued September 4—officially released November 18, 2025
Procedural History
Action to recover damages for, inter alia, breach of
contract, and for other relief, brought to the Superior
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Bogda v. Bochenek
Court in the judicial district of New London, where the
court, Papastavros, J., granted the defendant’s motion
for summary judgment and rendered judgment thereon,
from which the plaintiff appealed to this court.
Reversed; further proceedings.
Brian O’Donnell, with whom was Samantha Marie
Passanante, for the appellant (plaintiff).
Joseph A. Hourihan, with whom were Benjamin R.
Godley and Teresa Capalbo, for the appellee (defendant).
Opinion
DiPENTIMA, J. The plaintiff, Robin Bogda, appeals
from the judgment of the trial court rendering summary
judgment in favor of the defendant, Brian Bochenek,
executor of the estate of Barbara H. Uterstaedt.1 On
appeal, the plaintiff claims that, in misconstruing the
term ‘‘indirect’’ claims, the court improperly determined
(1) that the plaintiff lacked standing and (2) there were
no genuine issues of material fact that the defendant
did not breach the terms of the parties’ agreement to
release each other from any lawsuits and claims. We
determine that the plaintiff has standing and reverse
the judgment of the trial court rendering summary judgment in the defendant’s favor.
The record, viewed in the light most favorable to
the plaintiff for purposes of reviewing the trial court’s
summary judgment ruling; see Cefaratti v. Aranow,
321 Conn. 637, 641, 138 A.3d 837 (2016); reveals the
following facts. Uterstaedt was the sole owner of a
brokerage account at the financial advisory firm Janney
Montgomery Scott, LLC (Janney account). On February
26, 2020, Uterstaedt executed a document making her
daughter, the plaintiff, a joint owner of the Janney
1
All references in this opinion to the defendant are to Bochenek in his
capacity as the executor of Uterstaedt’s estate.
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Bogda v. Bochenek
account. On March 18, 2020, Uterstaedt died, leaving
the plaintiff as the sole owner of the Janney account.
In May, 2020, the defendant, the nephew of Uterstaedt,
brought an action in the Superior Court (2020 action)
against the plaintiff and Nancy McMahon, the plaintiff’s
sister, alleging that they unduly influenced Uterstaedt
to name the plaintiff as a joint owner of the Janney
account, which the plaintiff and McMahon denied. On
or about March 2, 2021, the plaintiff, McMahon, and the
defendant reached a settlement agreement by which
they resolved the 2020 action and released each other
from ‘‘any and all manner’’ of claims relating to, inter
alia, the Janney account. Pursuant to the terms of the
settlement agreement, the defendant withdrew the 2020
action and, in exchange, the plaintiff and McMahon
agreed to pay the Uterstaedt estate, of which Bochenek,
in his individual capacity, was the sole beneficiary,
approximately one half of the money that had been in
the Janney account.
On or about June 24, 2021, the defendant initiated an
arbitration action against Janney Montgomery Scott,
LLC (Janney), by filing a statement of claim against
Janney with the Financial Industry Regulatory Authority. In his arbitration demand, the defendant alleged
that the plaintiff had unduly influenced Uterstaedt to
name her as a joint owner of the Janney account and
that Janney failed to detect and halt that alleged undue
influence. The defendant sought from Janney an
amount equal to the one half of the money in the Janney
account that he had not received under the settlement
agreement.
On or about August 18, 2021, Janney named the plaintiff as a third-party respondent in the arbitration, seeking from the plaintiff contractual indemnification, common-law indemnification, and contribution. In its thirdparty claim, Janney asserted that, pursuant to the terms
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Bogda v. Bochenek
of a contract it had with the plaintiff (Janney/Bogda
contract), the plaintiff was liable to it for any amounts
that Janney must pay to the defendant. Following arbitration hearings on May 24 through 27 and June 17, 2022,
the arbitration panel denied the defendant’s claims, as
well as Janney’s third-party claims against the plaintiff.
In 2022, the plaintiff brought the action underlying
this appeal in a three count complaint against the defendant. In the operative amended complaint, the plaintiff
alleged that (1) by commencing and persisting in the
arbitration against Janney while knowing that Janney
sought both common-law and contractual indemnification from the plaintiff, the defendant breached the terms
of the settlement agreement (breach of contract),2 (2)
knowing that his arbitration claims were in direct contravention of a material term of the settlement agreement, the defendant continued to pursue his arbitration
claims, thereby recklessly, wantonly, deliberately, maliciously, and callously disregarding the spirit of the settlement agreement (breach of implied covenant of good
faith and fair dealing),3 and (3) the defendant initiated
proceedings against the plaintiff with malicious intent
2
‘‘The elements of a breach of contract action are the formation of an
agreement, performance by one party, breach of the agreement by the other
party and damages.’’ (Internal quotation marks omitted.) Keller v. Beckenstein, 117 Conn. App. 550, 558, 979 A.2d 1055, cert. denied, 294 Conn.
913, 983 A.2d 274 (2009).
3
‘‘[E]very contract carries an implied duty requiring that neither party do
anything that will injure the right of the other to receive the benefits of the
agreement. . . . The covenant of good faith and fair dealing presupposes
that the terms and purpose of the contract are agreed upon by the parties
and that what is in dispute is a party’s discretionary application or interpretation of a contract term. . . . To constitute a breach of [the implied covenant
of good faith and fair dealing], the acts by which a defendant allegedly
impedes the plaintiff’s right to receive benefits that he or she reasonably
expected to receive under the contract must have been taken in bad faith.’’
(Internal quotation marks omitted.) Renaissance Management Co. v. Connecticut Housing Finance Authority, 281 Conn. 227, 240, 915 A.2d 290
(2007).
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Bogda v. Bochenek
to vex or harass her (vexatious litigation pursuant to
General Statutes § 52-568).4
On December 5, 2023, the defendant filed a motion
for summary judgment, arguing in his accompanying
memorandum of law that no genuine issues of material
fact exist that the terms of the settlement agreement
were not breached because he did not seek damages
from the plaintiff, he did not bring the plaintiff into the
arbitration, and he was not a party to the Janney/Bogda
contract. The plaintiff filed a memorandum in opposition.
The settlement agreement, titled ‘‘Mutual General
Release,’’ which was appended to the defendant’s
motion for summary judgment, provides in relevant part
that ‘‘IN CONSIDERATION OF the mutual promises
contained herein, and for other good and valuable consideration, BRIAN BOCHENEK, Executor of the Estate
of BARBARA H. UTERSTAEDT, ROBIN BOGDA of Colchester, Connecticut, and NANCY McMAHON of Newington, Connecticut, hereby remise, release and discharge each other of and from any and all manner of
action and actions, cause and causes of action, suits,
claims, debts, dues, demands, sums of money, accounts,
reckonings, bonds, bills, specialties, variances, judgments, executions, promises, damages, warranties,
attorney fees, liabilities of every kind and character,
direct and indirect, known and unknown, of whatever
kind or nature, in law or in equity, under tort or contract,
4
‘‘The cause of action for vexatious litigation permits a party who has
been wrongfully sued to recover damages. . . . [T]o establish a claim for
vexatious litigation at common law, one must prove want of probable cause,
malice and a termination of suit in the plaintiff’s favor. . . . The statutory
cause of action for vexatious litigation exists under § 52-568, and differs
from a common-law action only in that a finding of malice is not an essential
element, but will serve as a basis for higher damages.’’ (Citations omitted;
footnotes omitted; internal quotation marks omitted.) Bernhard-Thomas
Building Systems, LLC v. Dunican, 286 Conn. 548, 553–54, 944 A.2d 329
(2008).
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Bogda v. Bochenek
arising under any provisions of law of the United States,
the State of Connecticut, or any other states, that the
Parties now have, had, claim to have, claim to have
had, may have, or may have had, including but not
limited to any claims related to or concerning the
[Janney] account, under which an action is pending in
the Superior Court of Connecticut, Docket: TTD-CV-20-6020563-S. The Parties hereby acknowledge that the
foregoing includes any claims against each other from
the beginning of the world to the execution of this
Release which are completely remised, released and
discharged.’’ (Emphasis added.)
On July 2, 2024, the court rendered summary judgment in favor of the defendant. The court framed the
issues presented to it as follows. ‘‘The issue before the
court is whether the court should grant the defendant’s
motion for summary judgment, on the grounds that the
defendant: (1) did not violate the settlement [agreement] because he did not seek any damages post release
from the plaintiff; (2) did not bring the plaintiff into the
arbitration; and (3) was not a party to the [Janney/
Bogda contract].’’ The court noted that ‘‘[t]he defendant
argues that he did not violate the terms of the settlement
[agreement] because he did not sue the plaintiff, but
instead arbitrated with a party (Janney) that was not
included in the release, and, therefore, there is no genuine issue of material fact as to whether he breached the
terms of the settlement [agreement] with the plaintiff.
Contrarily, the plaintiff argues that the arbitration
between the defendant and Janney was an ‘indirect
claim’ against her that was specifically barred by the
settlement [agreement] between the defendant and herself, therefore suggesting that the defendant breached
the terms of the settlement [agreement].’’
In granting the defendant’s motion for summary judgment, the court reasoned that ‘‘there is no genuine issue
of material fact regarding the terms of the settlement
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Bogda v. Bochenek
[agreement]. The parties agreed in the settlement
[agreement] to release each other from any lawsuits
and claims. Janney, not the defendant, included the
plaintiff as a third-party respondent in the arbitration.
This case, therefore, is barred by the original terms of
the parties’ settlement [agreement].’’
We begin our discussion with the following well
established legal principles and standard of review.
Practice Book § 17-49 provides that summary judgment
‘‘shall be rendered forthwith if the pleadings, affidavits
and any other proof submitted show that there is no
genuine issue as to any material fact and that the moving
party is entitled to judgment as a matter of law.’’
‘‘As an appellate court, [w]e must decide whether
the trial court erred in determining that there was no
genuine issue as to any material fact and that the moving
party is entitled to judgment as a matter of law. . . .
In deciding a motion for summary judgment, the trial
court must view the evidence in the light most favorable
to the nonmoving party. . . . The test is whether a
party would be entitled to a directed verdict on the
same facts. . . .
‘‘The party seeking summary judgment has the burden of showing the absence of any genuine issue [of]
material facts which, under applicable principles of substantive law, entitle him to a judgment as a matter of
law . . . and the party opposing such a motion must
provide an evidentiary foundation to demonstrate the
existence of a genuine issue of material fact. . . . Our
review of the decision to grant a motion for summary
judgment is plenary. . . . We therefore must decide
whether the court’s conclusions were legally and logically correct and find support in the record.’’ (Citations
omitted; footnote omitted; internal quotation marks
omitted.) Nationstar Mortgage, LLC v. Mollo, 180 Conn.
App. 782, 791–92, 185 A.3d 643 (2018).
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Bogda v. Bochenek
I
The plaintiff claims that the court erred in concluding
that she lacked standing. Although the memorandum
of decision raised the issue, it is unclear as to whether
the court decided the issue. Nevertheless, we conclude
that the plaintiff has standing.
‘‘The question of standing implicates a court’s subject
matter jurisdiction. . . . [A] court does not have subject matter jurisdiction over claims brought by persons
who do not have standing . . . .’’ (Citation omitted;
internal quotation marks omitted.) Soracco v. Williams
Scotsman, Inc., 292 Conn. 86, 90, 971 A.2d 1 (2009).
‘‘Although [i]t is the burden of the party who seeks the
exercise of jurisdiction in his favor . . . clearly to
allege facts demonstrating that he is the proper party
to invoke judicial resolution of the dispute . . .
[s]tanding requires no more than a colorable claim of
injury . . . . A party ordinarily establishes . . .
standing by allegations of injury. Similarly, standing
exists to attempt to vindicate arguably protected interests. . . . Standing is established by showing that the
party claiming it is authorized by statute to bring suit
. . . or is classically aggrieved. . . . Aggrievement is
established if there is a possibility, as distinguished
from a certainty, that some legally protected interest
. . . has been adversely affected.’’ (Citations omitted;
emphasis in original; internal quotation marks omitted.)
Portfolio Recovery Associates, LLC v. Healy, 158 Conn.
App. 113, 116, 118 A.3d 637 (2015).
‘‘In order for a plaintiff to have standing, it must be
a proper party to request adjudication of the issues.
. . . Standing focuses on whether a party is the proper
party to request adjudication of the issues, rather than
on the substantive rights of the aggrieved parties. . . .
One cannot rightfully invoke the jurisdiction of the
court unless he has, in an individual or representative
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Bogda v. Bochenek
capacity, some real interest in the cause of action, or
a legal or equitable right, title or interest in the subject
matter of the controversy. . . . Thus, to state these
basic propositions another way, if the injuries claimed
by the plaintiff are remote, indirect or derivative with
respect to the defendant’s conduct, the plaintiff is not
the proper party to assert them and lacks standing to
do so.’’ (Citations omitted; internal quotation marks
omitted.) Ganim v. Smith & Wesson Corp., 258 Conn.
313, 347, 780 A.2d 98 (2001).
In its memorandum of decision, the trial court noted
that, generally, a plaintiff lacks standing unless the harm
alleged is direct rather than derivative or indirect. The
court then stated that ‘‘the alleged harm suffered by
the plaintiff was not caused by the defendant. Janney
included the plaintiff as a third-party respondent in the
arbitration, not the defendant. The harm, therefore, was
neither directly nor indirectly addressed to the plaintiff
by the defendant specifically.’’ Notwithstanding this
implicit determination that the plaintiff lacked standing
to bring this action, the court proceeded to address
the defendant’s motion for summary judgment on the
merits.5
The plaintiff alleged in her complaint that the settlement agreement prohibited the defendant from bringing
an indirect claim against her related to the Janney
account and that she suffered harm when the defendant
brought such an indirect claim in the form of the arbitration proceedings against Janney and Janney sought
indemnification from the plaintiff. The plaintiff further
alleged in her complaint that, as a result of the arbitration proceedings, she incurred attorney’s fees, costs,
5
We need not address the effect of the court’s irresolution as to the issue
of standing because standing may be raised at any time, including sua sponte
by the reviewing court. See, e.g., Kloiber v. Jellen, 207 Conn. App. 616, 621,
263 A.3d 952 (2021).
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Bogda v. Bochenek
and expenses. Although the defendant brought the arbitration against Janney and Janney brought a third-party
claim of indemnification against the plaintiff, the injury
alleged in the complaint is grounded in allegations that
the defendant himself breached the terms of the settlement agreement he had entered into with the plaintiff,
breached the implied covenant of good faith and fair
dealing in the settlement agreement, and engaged in
vexatious litigation against the plaintiff. The allegations
in the plaintiff’s complaint set forth a colorable claim
of injury establishing the possibility that her legally
protected interests in the defendant abiding by the
terms of the settlement agreement had been adversely
affected. Accordingly, the plaintiff has standing.
II
The plaintiff next claims that the court improperly
determined that no genuine issues of material fact exist
that the defendant, as a matter of law, did not breach
the terms of the settlement agreement. Specifically, she
contends that the court ‘‘disregarded the fact that the
parties unambiguously released ‘indirect’ claims
‘related to or concerning’ the Janney account.’’ We agree
that the court improperly rendered summary judgment
in the defendant’s favor on the plaintiff’s complaint.
We note the following additional relevant legal principles and standard of review. ‘‘A settlement is a legally
enforceable agreement in which a claimant agrees not
to seek recovery outside the agreement for specified
injuries or claims from some or all of the persons who
might be liable for those injuries or claims. . . . A
release is an agreement to give up or discharge a claim.
. . . A release acts like a contract . . . .’’ (Citations
omitted; internal quotation marks omitted.) Viera v.
Cohen, 283 Conn. 412, 427–28, 927 A.2d 843 (2007).
‘‘The law governing the construction of contracts is
well settled. When a party asserts a claim that challenges the trial court’s construction of a contract, we
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Bogda v. Bochenek
must first ascertain whether the relevant language in
the agreement is ambiguous. . . . When the language
of a contract is ambiguous, the determination of the
parties’ intent is a question of fact . . . . [When] there
is definitive contract language, [however] the determination of what the parties intended by their contractual
commitments is a question of law. . . . It is implicit in
this rule that the determination as to whether contractual language is plain and unambiguous is itself a question of law subject to plenary review. . . .
‘‘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.’’ (Citations
omitted; internal quotation marks omitted.) C & H
Shoreline, LLC v. Rubino, 203 Conn. App. 351, 356–57,
248 A.3d 77 (2021).
Here, in concluding that the defendant was entitled
to judgment in his favor, the court stated that ‘‘the
settlement [agreement] signed by the plaintiff and the
defendant unambiguously states that ‘[t]he Parties
hereby acknowledge that the foregoing includes any
claims against each other,’ which the arbitration
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Bogda v. Bochenek
between Janney and the defendant was not. . . . Janney, not the defendant, filed a third-party claim against
the plaintiff.’’ (Citation omitted; emphasis omitted.)
Turning to the Janney/Bogda contract, the court stated:
‘‘The terms of the [Janney/Bogda contract] provide: ‘If
either Janney or your Financial Advisor is named a
party to a lawsuit, or incurs legal costs associated with
a dispute regarding ownership or beneficiary interests
of your assets at Janney, you agree that Janney will, at
its sole discretion, be indemnified for . . . those costs
directly from assets held at Janney.’ . . . The plaintiff,
therefore, would be required to indemnify Janney if it
were found liable or incurred legal costs in accordance
with the terms of the [Janney/Bogda] contract, which
it ultimately did not in this case.’’ (Citation omitted;
footnote omitted.) The court further reasoned that,
because ‘‘the defendant was not a party to the [Janney/
Bogda contract], he would not be bound by its terms
and therefore would not have been involved in Janney’s
decision to [seek indemnification from] the plaintiff,
consequently maintaining the terms of the settlement
[agreement] between the defendant and the plaintiff.’’
Although the court emphasizes the unambiguousness
of the phrase ‘‘[t]he Parties hereby acknowledge that
the foregoing includes any claims against each other,’’
there is significant additional language in the settlement
agreement not analyzed by the court. That additional
language defines the scope of the types of claims the
parties are prohibited from bringing. See Heyman Associates No. 5, L.P. v. FelCor TRS Guarantor, L.P., 153
Conn. App. 387, 416, 102 A.3d 87 (‘‘[t]he law of contract
interpretation militates against interpreting a contract
in a way that renders a provision superfluous’’ (internal
quotation marks omitted)), cert. denied, 315 Conn. 901,
104 A.3d 106 (2014). Specifically, the settlement agreement provides that the plaintiff and the defendant
release each other ‘‘from any and all manner of action
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Bogda v. Bochenek
and actions, cause and causes of action . . . liabilities
of every kind and character, direct and indirect, known
and unknown, of whatever kind or nature . . . including but not limited to any claims related to or concerning
the [Janney] account . . . .’’
The plaintiff’s argument focuses on the word ‘‘indirect’’ in the settlement agreement. The use of the term
‘‘indirect’’ denotes that the settlement agreement
applies beyond direct actions and liabilities. MerriamWebster’s Collegiate Dictionary defines ‘‘indirect’’ as
‘‘deviating from a direct line or course : roundabout’’
and ‘‘not directly aimed at or achieved.’’ Merriam-Webster’s Collegiate Dictionary (11th Ed. 2014) pp. 634–35.
Cambridge Dictionary defines ‘‘indirect’’ as ‘‘happening
in addition to an intended result, often in a way that is
complicated or not obvious.’’ Cambridge Dictionary,
available at https://dictionary.cambridge.org/dictionary/english/indirect (last visited November 6, 2025).
Oxford Learner’s Dictionaries defines ‘‘indirect’’ as
‘‘happening not as the main aim, cause or result of a
particular action, but in addition to it.’’ Oxford Learner’s
Dictionaries, available at https://www.oxfordlearnersdictionaries.com/us/definition/english/indirect (last visited November 6, 2025). In sum, ‘‘indirect’’ means not
direct, not obvious, not the main aim, and done in a
roundabout way. See, e.g., Freidheim v. McLaughlin,
217 Conn. App. 767, 784, 290 A.3d 801 (2023) (generally
words in contracts are given their ordinary meaning);
Dejana v. Dejana, 176 Conn. App. 104, 114–15, 168 A.3d
595 (‘‘When construing a contract . . . the language
used must be accorded its common, natural, and ordinary meaning and usage . . . . When only one interpretation of a contract is possible, the court need not
look outside the four corners of the contract.’’ (Internal
quotation marks omitted.)), cert. denied, 327 Conn. 977,
174 A.3d 195 (2017). For example, ‘‘indirect’’ in the
context of unjust enrichment has been described as
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follows: ‘‘Although unjust enrichment typically arises
from a plaintiff’s direct transfer of benefits to a defendant, it also may be indirect, involving, for example, a
transfer of a benefit from a third party to a defendant
when the plaintiff has a superior equitable entitlement
to that benefit.’’ (Internal quotation marks omitted.)
Geriatrics, Inc. v. McGee, 332 Conn. 1, 25, 208 A.3d
1197 (2019).
Although the plaintiff focuses on the single word
‘‘indirect’’ in the agreement, that term, read in context,
is just one example of the types of claims covered in
the broad scope of the settlement agreement. The
expansive scope of the settlement agreement is found
in the language providing that the parties release each
other from ‘‘any and all manner of action . . . of every
kind and character, direct and indirect . . . of whatever kind or nature . . . .’’ The parties’ use of the broad
words ‘‘any and all manner’’ and additional use of the
expansive words ‘‘every kind and character . . .
known and unknown, of whatever kind or nature’’ to
modify, inter alia, the words ‘‘actions’’ and ‘‘liabilities’’
give those terms all-encompassing meanings. The use
of such modifying terms denotes the broad scope of
the settlement agreement, which we will not restrict in
the absence of a clear limitation in the text. See Salce
v. Wolczek, 314 Conn. 675, 686, 104 A.3d 694 (2014)
(‘‘parties’ use of the word ‘any’ to modify the phrase
‘ownership interest’ in the first sentence of the contingency clause gives the resulting phrase an expansive
meaning—one that we will not restrict in the absence
of a clear limitation in the text’’); see also Ramirez v.
Health Net of the Northeast, Inc., 285 Conn. 1, 14, 938
A.2d 576 (2008) (use of word ‘‘ ‘any’ ’’ in phrase ‘‘ ‘any
reason’ ’’ gives phrase broad and inclusive meaning);
Gary Excavating, Inc. v. North Haven, 164 Conn. 119,
123, 318 A.2d 84 (1972) (words ‘‘ ‘[a]ny disagreement’ ’’
are broad and all-embracing); Connecticut Union of
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Bogda v. Bochenek
Telephone Workers, Inc. v. Southern New England Telephone Co., 148 Conn. 192, 197, 169 A.2d 646 (1961)
(words ‘‘ ‘all claims’ ’’ are all-encompassing).
The expansive terms of the settlement agreement
prohibiting the parties from bringing ‘‘any and all manner of action . . . of every kind and character, direct
and indirect . . . of whatever kind or nature . . .
including but not limited to any claims related to or
concerning the [Janney] account,’’ makes specific reference to the Janney account and to the 2020 action.
Accordingly, it is clear from the express language of
the settlement agreement that the parties’ release of
each other from such claims was of paramount purpose.
Although Janney brought the third-party indemnification6 claim against the plaintiff, that claim was dependent on and derivative of the defendant’s arbitration
action. The arbitration involved the Janney account and
allegations similar to those raised in the 2020 action—
that the plaintiff unduly influenced Uterstaedt to make
her a joint owner of the Janney account. If both the
defendant and Janney had prevailed in the arbitration,
the result, in effect, would have been that the defendant
gained and the plaintiff lost an amount equal to the
portion of the money in the Janney account that the
defendant had not received under the settlement agreement. Such an action was prohibited by the broad language of the settlement agreement in which the parties
released each other from ‘‘any and all manner of action
6
Indemnification generally involves two contracting parties and a third
party, who is also implicated in a more roundabout way. ‘‘The logic and
rationale underlying our indemnity case law are based on the premise that
an action for indemnification is one in which one party seeks reimbursement
from another party for losses incurred in connection with the first party’s
liability to a third party. . . . Specifically, the concept of indemnity usually
involves an indemnitor, A, and an indemnitee, B, who enter into a contract
whereby A agrees to indemnify B for any money B becomes legally obligated
to pay to a third party.’’ (Emphasis omitted.) Amoco Oil Co. v. Liberty
Auto & Electric Co., 262 Conn. 142, 148–49, 810 A.2d 259 (2002).
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Bogda v. Bochenek
. . . of every kind and character, direct and indirect
. . . of whatever kind or nature’’ relating to the Janney
account and the 2020 action.
Thus, the court incorrectly determined, as a matter
of law, that the defendant’s pursuit of the arbitration
was not prohibited by the terms of the settlement agreement. There exist genuine issues of material fact as to
the plaintiff’s claims of breach of contract, breach of
the implied covenant of good faith and fair dealing, and
vexatious litigation, which claims include allegations
concerning what the defendant knew at the time of the
arbitration and the nature of his intent. Consequently,
the court improperly rendered summary judgment in
favor of the defendant.
The judgment is reversed and the case is remanded
with direction to deny the defendant’s motion for summary judgment and for further proceedings according
to law.
In this opinion the other judges concurred.