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Nunez v. Brown-White
SOLEDAD NUNEZ v. GWENDOLYN
BROWN-WHITE ET AL.
(AC 48330)
Seeley, Wilson and Flynn, Js.
Syllabus
The plaintiff appealed from the trial court’s judgment granting the defendants’ motion to enforce a settlement agreement. The plaintiff claimed, inter alia, that the court improperly granted the motion to enforce the agreement because her former counsel, A, did not have actual authority to bind her to the agreement. Held:
The trial court’s factual finding that there was a meeting of the minds as to the essential elements of the settlement agreement was not clearly erroneous, as, during a hearing held pursuant to Audubon Parking Associates Ltd. Partnership v. Barclay & Stubbs, Inc. (225 Conn. 804) (Audubon), A testified that he had discussed the terms of the agreement with the plaintiff and sent an email containing the terms to the defendants’ counsel, who prepared and sent a draft of the agreement to A, and A had never sent changes to the draft agreement or anything disputing its terms to the defendants’ counsel and, thus, the fact that the plaintiff did not sign the settlement agreement was unavailing.
The plaintiff’s claim that the trial court improperly relied on preliminary email exchanges and oral communications between counsel as evidence of a binding settlement was unavailing, as it was not improper for the court to rely on the email communications entered into evidence at the hearing as evidence of the parties’ words and conduct in determining that a meeting of the minds had occurred, especially when the emails memorialized the terms that the attorneys had discussed at the pretrial conference and expressly indicated the plaintiff’s acceptance of the settlement offer, and, in addition, A informed the court’s caseflow coordinator that the case had been settled but not withdrawn.
The plaintiff’s claim that A did not have actual authority to bind her to the settlement agreement was unavailing, as the trial court properly did not afford any evidentiary value to the plaintiff’s unsworn declaration and the statements contained therein, and the plaintiff did not file a motion for articulation of the court’s decision with respect to its failure to make explicit findings with respect to A’s authority to settle the action.
The plaintiff’s claim that the trial court misapplied Audubon by enforcing the settlement agreement despite the existence of disputed facts and ambiguity in certain terms of the agreement was unavailing, as the court’s finding that the parties had entered into an enforceable settlement agreement was supported by evidence, including the parties’ overt acts and words.
Argued January 15—officially released August 4, 2026
Nunez v. Brown-White
Procedural History
Action to recover damages for, inter alia, invasion of
privacy by false light, and for other relief, brought to
the Superior Court in the judicial district of Fairfield,
where the court, Gould, J., granted the defendants’
motion to enforce a settlement agreement and rendered
judgment thereon, from which the plaintiff appealed to
this court. Affirmed.
Darnell D. Crosland, for the appellant (plaintiff).
Michael Feldman, for the appellees (defendants).
Opinion
SEELEY, J. The plaintiff, Soledad Nunez, 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 729 (1993) (Audubon),1 granting a motion to enforce a settlement agreement filed by
the defendants, Gwendolyn Brown-White and Seaview
Village Condominium Association, Inc. (condominium
association). On appeal, the plaintiff claims that the
court improperly granted the defendants’ motion to
enforce the settlement agreement because (1) there was
no meeting of the minds, (2) the court improperly relied
on preliminary email exchanges and oral communications
between counsel as evidence of a binding settlement, (3)
the plaintiff’s former counsel, Attorney Daniel Angelone,
did not have actual authority to bind the plaintiff to the
settlement agreement, and (4) the court failed to resolve
material factual disputes concerning the plaintiff’s consent, attorney authority and the finalization of essential
terms before enforcing the settlement agreement and,
thus, misapplied Audubon by enforcing the agreement
1
“An Audubon hearing 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.” (Internal quotation marks omitted.) Karlen v. Saleeb, 238 Conn. App. 224, 225 n.2, 356 A.3d 352 (2026); see also Audubon Parking Associates Ltd. Partnership v. Barclay & Stubbs, Inc., supra, 225 Conn. 811–12.
Nunez v. Brown-White
despite the existence of those disputed facts and ambiguity in the terms of the agreement.2 We disagree and
affirm the judgment of the court.
The following procedural history and undisputed facts
are relevant to this appeal. In October 2022, the plaintiff commenced the present action against the defendants. In
a four count complaint dated October 21, 2022, the plaintiff, both in her individual capacity and in her capacity
as secretary of the executive board of the condominium
association, alleged claims against the defendants for
invasion of privacy by false light, defamation per se,
negligent infliction of emotional distress, and a violation of the Connecticut Unfair Trade Practices Act, General Statutes § 42-110a et seq. In her claims against the
defendants, the plaintiff, a resident of a condominium
and a member of a condominium association and former
president of the executive board of the condominium
association, alleged that Brown-White had engaged in
a “campaign of intimidation, harassment, abuse, and
blatantly false narratives against the plaintiff” for the
purpose of supplanting the plaintiff as president of the
executive board, which resulted in the plaintiff’s reputation being severely tarnished.
On July 9, 2024, the court held a pretrial conference,
at which the plaintiff’s counsel at the time, Attorney
Angelone, and the defendants’ counsel, Attorney Kristen Greene, engaged in settlement discussions. Specifically, they discussed monetary and nonmonetary terms
of a settlement. The next day, July 10, 2024, Attorney
Angelone sent an email to Attorney Greene, stating: “As
per my previous voicemail, [the plaintiff] accepts [the]
[d]efendants’ offer of settlement for $5000. Additionally,
subject to review of the specific language, she agrees to
the principles of confidentiality, [nondisparagement],
being responsible for attorney’s fees in future litigation
raised by her against [the] [d]efendants in which [the]
2
We note that the plaintiff’s statement of the issues on appeal lists seven different issues, many of which overlap. As such, we have organized the claims in a different manner, so as to address similar claims together.
Nunez v. Brown-White
[d]efendants prevail, [and] not to run for [the] . . . board [of the condominium association]. Please forward for my
review a draft of the [s]ettlement [a]greement at your
convenience. I will alert caseflow that the matter has
been settled.” Attorney Greene responded that same day
with an email stating: “Ok, thanks [Attorney Angelone].
To clarify, the essential terms of the settlement agreement include: (1) $5000 payment; (2) [g]eneral release;
(3) [nondisparagement]; (4) [c]onfidentiality; (5) [i]f [the plaintiff] brings legal action against the [condominium]
[a]ssociation [or] its [representatives] in the future and
loses or withdraws, she pays [the] [a]ssociation/[representive’s] attorney’s fees; (6) [n]o admission of liability; [and] (7) [s]he won’t run for the [b]oard in the future. I
will prepare the agreement and send to you.” Also that
same day, Attorney Angelone informed a caseflow coordinator that the case may be marked as “settled but not
withdrawn,” after which a notice was issued indicating
that “[t]his case has been marked settled but not withdrawn. A withdrawal is due by the date and time indicated
above [September 9, 2024, at 5 p.m.]. Failure of counsel
to file a withdrawal by the above date will result in the
case being dismissed.”
On July 11, 2024, Attorney Greene sent Attorney
Angelone a draft of the release and settlement agreement, which contained the terms discussed at the pretrial
conference on July 9, 2024, as memorialized in the July
10, 2024 emails between counsel. Attorney Angelone
responded on July 11, 2024, stating: “Thanks. I’ll review
and get back to you.” On July 19, 2024, Attorney Greene
sent the first of a number of follow-up emails to inquire
about the status of the plaintiff’s execution of the release and settlement agreement, asking, “When can I expect
the signed [r]elease and [s]ettlement [a]greement?” That
was followed by another email on July 23, 2024, asking, “Can you please let me know about this?” Attorney
Greene sent two more emails on July 25 and 26, 2024,
asking for a response and indicating that she had not
heard anything and intended to file a caseflow request
for a conference with the trial judge. On July 26, 2024,
Nunez v. Brown-White
Attorney Angelone responded by apologizing for the
delay, explaining that he had had some personal medical issues, and stating that his “client [was] coming to
[his] office next week” and that he “hope[d] to have this
wrapped up very soon.” Later that day, Attorney Greene
responded by stating that she “look[ed] forward to getting the signed agreement next week.” Attorney Greene
followed up with an email on July 29 asking Attorney
Angelone to let her know when the plaintiff was coming
in that week and when she could expect a signed agreement, to which Attorney Angelone responded with an
email on July 31, 2024, stating that the plaintiff would
be in his office on Friday, August 2, 2024, to execute the
release and settlement agreement.
On August 2, 2024, Attorney Greene emailed Attorney
Angelone asking: “Has the agreement been signed? Please
advise me asap.” On August 5, 2024, Attorney Angelone
reported by email to Attorney Greene that “[t]he progress
with [his] client [was] going slower than expected,” but
that he would consent to a caseflow request for a status
conference. Thereafter, Attorney Greene submitted a
caseflow request for a status conference.
On August 9, 2024, Attorney Darnell Crosland filed an
appearance on behalf of the plaintiff in lieu of Attorney
Angelone.3 After entering his appearance on behalf of the
plaintiff, Attorney Crosland challenged whether Attorney Angelone had the plaintiff’s authority to enter into
a settlement agreement. The defendants filed a motion to
enforce the settlement agreement on August 15, 2024.
In their motion, the defendants claimed that the parties
had reached a settlement agreement, as the terms were
discussed at the pretrial conference, Attorney Angelone
agreed to discuss those terms with the plaintiff and to
respond, which he did do, indicating that the plaintiff
had agreed to accept the settlement offer and terms,
and the case was reported as settled with the court. The
3
At the Audubon hearing, Attorney Angelone testified that, after Attorney Crosland filed his appearance, Attorney Angelone had no further involvement with the present case with the exception of the Audubon hearing.
Nunez v. Brown-White
defendants contended further that “there was a meeting
of the minds on all essential terms on July 10, 2024,” and
that the plaintiff’s failure ultimately to sign the written agreement did not invalidate the settlement.
The plaintiff filed an objection to the defendants’
motion to enforce the settlement agreement on September 30, 2024, in which the plaintiff asserted that
she never signed a settlement agreement, that Attorney
Angelone did not have authority to enter into a settlement agreement on her behalf, that no meeting of the
minds was ever reached in light of the “subject to review”
language in Attorney Angelone’s July 10, 2024 email,
and that the terms of the purported settlement agreement
were not clear. In her objection, the plaintiff referred to a purported “sworn declaration” (declaration) she had
filed with the court on September 4, 2024, in which she
asserted that she never agreed to the terms of the settlement offer presented to her by Attorney Angelone, who
allegedly had attempted to accept the settlement offer on
her behalf, against her instructions and understanding.4
The declaration includes a statement indicating that
it was being made under penalty of perjury and it was
signed and dated by the plaintiff.
4
Specifically, the declaration provides: “I, Soledad Nunez, being over eighteen (18) years of age and competent to testify, hereby make the following statements under oath and from personal knowledge: (1) I am a party to the above captioned matter. (2) I understand that this sworn declaration is being submitted in opposition to a [m]otion to [e]nforce [s]ettlement. (3) On July 10, 2024, my previous counsel, [A]ttorney . . . Angelone, informed me of a settlement offer. However, I did not agree to the terms. My understanding was that the offer and its terms were negotiable, and it was my intention to negotiate and discuss the terms before providing my authorization. (4) On August 9, 2024, I retained a new counsel, [A]ttorney . . . Crosland, primarily because I discovered that [A]ttorney . . . Angelone was attempting to accept a settlement on my behalf, against my instructions and understanding. In this vein, I hired [A]ttorney Crosland, whose office communicated on my behalf that I had never agreed to the settlement or its terms. (5) The key point I wish to emphasize is that I, Soledad Nunez, have never consented to or agreed to any settlement agreement, either with my previous attorney or with my current attorneys.” The declaration also provides: “I declare under penalty of perjury under the laws of the [s]tate of Connecticut that the foregoing is true and correct.”
Nunez v. Brown-White
The court, Gould, J., held an Audubon hearing on the
defendants’ motion to enforce the settlement agreement on December 12, 2024. At the Audubon hearing,
Attorney Angelone was the only witness who testified.
Specifically, he testified about the pretrial conference
and having discussed with Attorney Greene monetary
and nonmonetary terms of the settlement. With respect
to his July 10, 2024 email, indicating that the plaintiff
had accepted the defendants’ settlement offer, Attorney
Angelone responded, “Yes” when asked whether he had
authority from the plaintiff to make that communication. Although, due to attorney-client privilege reasons,
he would not disclose the content of his discussions with
the plaintiff, Attorney Angelone testified that “[the
plaintiff] authorized [him] to . . . [accept the settlement],” and that he “would never send any communication to
opposing counsel saying [that his] client has agreed to
settle, when they haven’t.” In his testimony, however,
Attorney Angelone indicated that he did not believe the
agreement was final because, even though the amount of
the settlement was a definite and final term, the plaintiff had agreed only to “principles” of the nonmonetary
terms, and that the plaintiff needed to see the language
of the nonmonetary terms “before [they] could come to
a final agreement on them.”5 Attorney Angelone also
5
In particular, the following colloquy transpired on direct examination of Attorney Angelone by Attorney Greene:
“Q. So, just to be clear, [the plaintiff] agreed to the principle of being responsible for attorney’s fees in future litigation raised by her against [the] defendants in which [the] defendants prevail, correct?
“A. Those principles, yes.
“Q. She agreed to the principle that she would not run for the condo board, correct?
“A. Again, in principle; yes.
“Q. She agreed to the principle that—of confidentiality, correct?
“A. Again, in principle, yes.
“Q. And she agreed to the principle of nondisparagement, correct?
“A. Once again, in principle, yes. . . .
“Q. Okay. You discussed them with your client before you sent this email?
“A. I—
“Q. I’m not asking about what the discussions were, but did you discuss them with your client before you sent this email?
Nunez v. Brown-White
acknowledged that he had conveyed to the plaintiff the
principles of those terms, as they had been discussed at
the pretrial conference.
During direct examination, Attorney Angelone was
asked about his communications with the plaintiff
regarding the settlement.6 The following colloquy took
place:
“Q. So, this is your email to [the plaintiff] on July 9,
2024, correct?
“A. Yes.
“Q. And that’s when we had the pretrial, right?
“A. Yes.
“Q. Same day?
“A. Yes.
“Q. And you told her the offer indicating the $5000 as
well as these terms that, one, she agrees not to run for
“A. Well, you got to remember, I did not have the language of the specific terms at the time, so I could not tell her what would be inside the terms. Nevertheless, the principles, as were outlined in our very brief conversation with [the court at the pretrial conference], I was able to convey to her.
***
“Q. You understood when you sent this email that the agreement was not just to settle for money, correct?
“A. I understood that part of the agreement to settle was for money. The other part were these principles, which needed to be flushed out in language that I had never seen before.”
6
Those communications were documented in emails that were included in the defendants’ proffered exhibit L. With respect to the email communications in exhibit L, Attorney Angelone expressed concern about violating the attorney-client privilege by disclosing some of the communications, and Attorney Crosland objected to their admission. The court stated that it would mark the exhibit for identification, conduct an in-camera review of the emails and determine whether any were covered by the attorney-client privilege. Thereafter, the court reviewed the emails and stated: “I’m going to . . . allow all of this in, with the exception . . . of the second and third paragraphs of the July 9, 12:17 p.m. email from [Attorney]. . . Angelone to [the plaintiff].” The court stated that it would “simply ignore them” or that they could be “whited out,” and informed Attorney Crosland that “this is in evidence at this
Nunez v. Brown-White
the board at [the condominium association] again. You
agree not to disparage [Brown-White] or [the condominium association]. The parties agree to keep the terms
of settlement confidential. If you sue [the condominium
association] in the future and lose, you would be responsible for their attorney’s fees, right?
“A. Yes.
“Q. And those are the terms we discussed with [the
court] in the pretrial, correct?
“A. The principles, yes.
“Q. And those are the things that you communicated
to [the plaintiff], correct?
“A. Yes.
“Q. And she agreed to those principles, correct?
“A. She agreed to the principles, yes.”
Attorney Angelone further testified that he had
informed the caseflow coordinator on July 10, 2024,
that “we could report [the present case] as settled but
not withdrawn,” and that he specifically had requested a
forty-five7 day time frame in which to withdraw, because,
at that time, he had not yet received the draft settlement agreement to review, and he thought that there
might be some issues with the language. Finally, Attorney Angelone testified that, at some point after he had
reported the case settled to the caseflow coordinator, he
had received a text message from the plaintiff, which
contained a request by her regarding additional terms
such as reimbursement for certain fines paid, removal
time.” The list of exhibits and the exhibit sticker for exhibit L, however, incorrectly indicate that exhibit L is an identification exhibit only. See Docket Entry No. 150.00; see also exhibit L. Attorney Angelone was questioned and testified about the contents of those email communications in detail during his testimony at the Audubon hearing.
7
Attorney Angelone testified that he had requested a forty-five day time frame in which to withdraw the plaintiff’s claims against the defendant but that the caseflow coordinator granted a sixty day time frame in which to withdraw the plaintiff’s claims.
Nunez v. Brown-White
of a “no parking” sign, and a reciprocal bar on the ability of Brown-White to run for a position on the board of the
condominium association. Attorney Angelone testified
that he never communicated to Attorney Greene any
proposed changes or new terms or that anything in the
draft agreement was inconsistent with prior settlement
discussions. Thereafter, the parties rested and the court
orally rendered its decision on the defendants’ motion
to enforce the settlement agreement.8
In its decision, the court first stated that it had “listened carefully to the evidence in this case . . . [and]
reviewed both the motion to enforce the settlement and
the response thereto, and [that it would] make the following findings of fact and . . . ultimate decision on
the motion.” Those findings included: “[A]t a pretrial
[conference] on or about July 9, 2024, both [Attorney
Angelone] and [Attorney Greene] reached an agreement
in settlement purposes in the amount of $5000, an agreement on the principles of confidentiality, nondisparagement, being responsible for attorney’s fees and future
litigation raised by the plaintiff against the defendants
in which the defendants prevail, and that [the plaintiff]
would not run for the . . . board [of the condominium
association]. This . . . agreement was memorialized by
. . . Attorney Angelone to [Attorney Greene] on or about
July 10, 2024.
“Within that time frame, [Attorney Angelone] indicated to our caseflow office . . . that the case was settled and [that] it was placed on the settled but not withdrawn
list, which is . . . generally the [step] that [is] taken in . . . a number of cases.
“Once the case was marked settled, wording for potential agreement on specific language for those principles
contained in the July 10 email and the July 9 agreement
was sent from [Attorney Greene] to . . . Attorney Angelone. . . . Attorney Angelone never indicated or communicated any issue with the provisions of the written
8
The record contains a signed transcript of the court’s oral decision in compliance with Practice Book § 64-1.
Nunez v. Brown-White
agreement [that] have been memorialized by [Attorney
Greene]. What . . .Attorney Angelone did at some point
was obtain some information from . . . [the plaintiff]
after the case was marked as settled, and there was some
discussion of language which was not contained in the
agreement, as I’ve recited it previously.
“Based on these findings of fact, my review of the
documentation and the careful review both of the case
law as indicated in the . . . defendants’ brief, I will find that the parties did reach a meeting of the minds to settle the case on July 9, 2024. Therefore, the motion to enforce
the settlement is granted.” This appeal followed.
Before we address the merits of the claims raised on
appeal, we first set forth our standard of review and
general principles of law governing motions to enforce
a settlement agreement. “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. . . . 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. . . . Nevertheless, the right to enforce
summarily a settlement agreement is not unbounded.
The key element with regard to the settlement agreement
in [Audubon Parking Associates Ltd. Partnership v.
Barclay & Stubbs, Inc., supra, 225 Conn. 812] . . . [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. . . . The rule of Audubon
effects a delicate balance between concerns of judicial
economy on the one hand and a party’s constitutional
Nunez v. Brown-White
rights to a jury and to a trial on the other hand. . . . To use the Audubon power outside of its proper context is to
deny a party these fundamental rights and would work
a manifest injustice. . . .
“A settlement agreement is a contract among the
parties. . . . In order to form a binding and enforceable
contract, there must exist an offer and an acceptance
based on a mutual understanding by the parties . . . .
The mutual understanding must manifest itself by a
mutual assent between the parties. . . . In other words,
[i]n order for an enforceable contract to exist, the court
must find that the parties’ minds had truly met. . . . If
there has been a misunderstanding between the parties,
or a misapprehension by one or both so that their minds
have never met, no contract has been entered into by
them and the court will not make for them a contract
which they themselves did not make. . . . Meeting of the
minds is defined as mutual agreement and assent of two
parties to contract to substance and terms. It is an agreement reached by the parties to a contract and expressed
therein, or as the equivalent of mutual assent or mutual
obligation. . . . This definition refers to fundamental
misunderstandings between the parties as to what are the
essential elements or subjects of the contract. It refers to the terms of the contract, not to the power of one party
to execute a contract as the agent of another. . . .
“A contract is not made so long as, in the contemplation
of the parties, something remains to be done to establish
the contractual relation. The law does not . . . regard an
arrangement as completed which the parties regard as
incomplete. . . . In construing the agreement . . . the decisive question is the intent of the parties as expressed. . . . The intention is to be determined from the language
used, the circumstances, the motives of the parties and
the purposes which they sought to accomplish. . . . Furthermore, [p]arties are bound to the terms of a contract
even though it is not signed if their assent is otherwise
indicated. . . .
Nunez v. Brown-White
“[When] the general terms on which the parties indisputably had agreed . . . included all the terms that were
essential to an enforceable agreement . . . [u]nder the
modern law of contract . . . the parties . . . may reach
a binding agreement even if some of the terms of that
agreement are still indefinite. . . . 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. . . .
“When a party challenges the trial court’s legal conclusion that the agreement was summarily enforceable, we
must determine whether that conclusion is legally and
logically correct and whether [it finds] support in the
facts set out in the memorandum of decision . . . . In addition, to the extent that the [party’s] claim implicates the court’s factual findings, our review is limited to deciding whether such findings were clearly erroneous. . . .
A finding of fact is clearly erroneous when there is no
evidence in the record to support it . . . or when although there is evidence to support it, the reviewing court on
the entire evidence is left with the definite and firm
conviction that a mistake has been committed. . . . In
making this determination, every reasonable presumption must be given in favor of the trial court’s ruling. . . . Worth v. Picard, 233 Conn. App. 38, 47–50, 338 A.3d
1195 (2025).” (Internal quotation marks omitted.) Bay
Advance, LLC v. Halajian, 236 Conn. App. 228, 234–36,
347 A.3d 1207 (2025).
I
The plaintiff first claims that the court improperly
granted the defendants’ motion to enforce the settlement
agreement because there was no meeting of the minds.
Specifically, she claims that the court erred in finding a
meeting of the minds “when no signed agreement existed
and critical terms remained open.” According to the
plaintiff, her “conditional acceptance,” as indicated by
Attorney Angelone’s statement in the July 10, 2024
email that the settlement offer was “subject to review of
Nunez v. Brown-White
the specific language” regarding the nonmonetary terms,
defeated any contract formation. She also acknowledges
that the absence of a signed writing is not dispositive
by itself, but contends that it is “highly probative when
combined with [her] conditional acceptance and [the]
ongoing negotiations.” Finally she argues that her “sworn
declaration rebutted any finding of mutual assent.” We
disagree with these contentions.
The following legal principles guide our analysis. As
we have indicated, “[m]eeting of the minds is defined as
mutual agreement and assent of two parties to contract
to substance and terms. It is an agreement reached by
the parties to a contract and expressed therein, or as the
equivalent of mutual assent or mutual obligation. . . .
This definition refers to fundamental misunderstandings
between the parties as to what are the essential elements
or subjects of the contract. It refers to the terms of the
contract . . . .” (Emphasis added; internal quotation
marks omitted.) Bay Advance, LLC v. Halajian, supra,
236 Conn. App. 235. “Although ‘[t]he phrase “meeting of
the minds” is . . . commonly used by the courts to determine whether there has been mutual assent,’ it has been
described as a ‘misnomer because the minds of the parties
to a contract need not, in fact, subjectively meet; rather
. . . objective assent is all that is required.’ 1 R. Lord, [Williston on Contracts (4th Ed. 2007)] § 3:2, p. 259 n.1;
see also Address v. Millstone, 208 Md. App. 62, 82, 56
A.3d 323 (2012), cert. denied, 430 Md. 646, 62 A.3d 731
(2013).” Connecticut Light & Power Co. v. Proctor, 324
Conn. 245, 268, 152 A.3d 470 (2016). Indeed, “[t]he law
of contract has come to recognize that a true ‘meeting
of the minds’ is no longer essential to the formation of a
contract and that rights and obligations may arise from
acts of the parties, usually their words, upon which a
reasonable person would rely. E. Farnsworth, Contracts
[(1982)] § 3.6 [p. 113].” State v. Smith, 210 Conn. 132,
140, 554 A.2d 713 (1989).
As this court has explained with respect to the mutual
assent needed to form a binding and enforceable contract:
Nunez v. Brown-White
“It is axiomatic that . . . there must exist an offer and
an acceptance based on a mutual understanding by the
parties. . . . The mutual understanding must manifest
itself by a mutual assent between the parties. . . . The
parties’ intentions manifested by their acts and words
are essential to the court’s determination of whether a
contract was entered into and what its terms were. . . .
Whether the parties intended to be bound without signing a formal written document is an inference of fact
[to be made by] the trial court . . . . [M]utual assent is to be judged only by overt acts and words rather than by
hidden, subjective or secret intention of the parties. . . . Indeed, [a] manifestation of mutual assent may be made
even though neither offer nor acceptance can be identified and even though the moment of formation cannot
be determined. . . . Parties are bound to the terms of a
contract even though it is not signed if their assent is
otherwise indicated.” (Citation omitted; internal quotation marks omitted.) Downing v. Dragone, 216 Conn.
App. 306, 317, 285 A.3d 59 (2022), cert. denied, 346
Conn. 903, 287 A.3d 601 (2023). “Whether a meeting
of the minds has occurred is a factual determination.”
M.J. Daly & Sons, Inc. v. West Haven, 66 Conn. App.
41, 48, 783 A.2d 1138, cert. denied, 258 Conn. 944, 786
A.2d 430 (2001).
At the outset, we find the plaintiff’s reliance on the
fact that she did not sign the settlement agreement to be
unavailing. See Downing v. Dragone, supra, 216 Conn.
App. 318–21 (court found, on basis of parties’ conduct
and numerous emails exchanged, that defendant assented
to be bound by unsigned written agreement); see also
Karlen v. Saleeb, 238 Conn. App. 224, 239–40 n.13, 356
A.3d 352 (2026) (“Although the plaintiff did not sign
the settlement agreement, it is well settled in Connecticut that [p]arties are bound to the terms of a contract
even though it is not signed if their assent is otherwise
indicated. . . . [T]here is evidence to support the court’s finding that there had been a meeting of the minds . . .
and the court’s conclusion that the written agreement
need not be signed [by the plaintiff] to be enforceable
Nunez v. Brown-White
against him is therefore legally and logically correct.”
(Citations omitted; internal quotation marks omitted.)).
We also disagree with the plaintiff’s assertion that
“critical terms remained open.” The plaintiff’s contention is largely premised on the “subject to review”
language in Attorney Angelone’s July 10, 2024 email,
although she has not cited any case law supporting her
claim that the email constituted a “conditional acceptance” that defeated any finding of mutual assent needed
to form a binding contract. The July 10 emails exchanged
demonstrate that Attorney Angelone informed Attorney
Greene that the plaintiff “accept[ed] [the] [d]efendants’
offer of settlement for $5000. Additionally, subject
to review of the specific language, she agree[d] to the
principles of confidentiality, [nondisparagement], being
responsible for attorney’s fees in future litigation raised by her against [the] [d]efendants in which [the] [d]efendants prevail, [and] not to run for [the] . . . board [of the condominium association].” Attorney Greene responded
that same day with an email stating: “To clarify, the
essential terms of the settlement agreement include: (1)
$5000 payment; (2) [g]eneral release; (3) [nondisparagement]; (4) [c]onfidentiality; (5) If [the plaintiff] brings legal action against the [condominium] [a]ssociation [or]
its [representatives] in the future and loses or withdraws, she pays [the association’s]/[representive’s] attorney’s
fees; (6) [n]o admission of liability; [and] (7) [s]he won’t run for the [b]oard in the future. I will prepare the agreement and send to you.” Attorney Greene submitted a
draft of an agreement embodying the terms to which the
parties had agreed to Attorney Angelone for the plaintiff’s review, and a series of emails followed, all of which supported an inference that the parties had reached an
agreement that was awaiting the plaintiff’s signature.
At no point during those email exchanges did Attorney
Angelone convey to Attorney Greene that the plaintiff
wanted to include new or different terms, or that the
agreement as drafted was not satisfactory. The emails
also must be considered in connection with Attorney
Angelone’s testimony about what he had communicated
Nunez v. Brown-White
to the plaintiff about the terms of the agreement. In
particular, Attorney Angelone responded, “Yes” when
asked whether he told the plaintiff “the offer indicating
the $5000 as well as [the] terms that . . . she agrees not
to run for the board at [the condominium association]
again . . . not to disparage [Brown-White] or [the condominium association] . . . to keep the terms of settlement
confidential . . . [and to] be responsible for . . . attorney’s fees” if she brings an action against the condominium
association in the future and loses.
Notwithstanding Attorney Angelone’s testimony to
the effect that the plaintiff had agreed only to the “principles” of the nonmonetary terms, we conclude that the
court reasonably could have found on the basis of the
evidence before it that the parties had a meeting of the
minds as to the essential terms of the settlement agreement, although the specific language of the nonmonetary
terms to which they had agreed had not yet been drafted
and was subject to review. As we have indicated, to defeat
the mutual assent necessary to find a meeting of the
minds, there must be a “fundamental [misunderstanding] between the parties as to what are the essential
elements or subjects of the contract.” (Emphasis added;
internal quotation marks omitted.) Bay Advance, LLC
v. Halajian, supra, 236 Conn. App. 235. In the present
case, the record does not show the existence of any such
fundamental misunderstanding as to the essential elements or the subject matter of the settlement agreement.
Rather, the record demonstrates the existence of an
offer and an acceptance, namely, that the plaintiff had
agreed to a monetary payment of $5000 and to various
nonmonetary terms, although the specific language of
those nonmonetary terms was subject to review. See
Wittman v. Intense Movers, Inc., 202 Conn. App. 87,
99, 245 A.3d 479 (“[when] the general terms on which
the parties indisputably had agreed . . . included all the
terms that were essential to an enforceable agreement . . . [u]nder the modern law of contract . . . the parties . . . may reach a binding agreement even if some of the terms of
that agreement are still indefinite” (internal quotation
Nunez v. Brown-White
marks omitted)), cert. denied, 336 Conn. 918, 245 A.3d
803 (2021). There is nothing in the email exchanges
between counsel indicating that they were still in the process of discussing or negotiating additional terms of the
settlement, the “subject to review” language pertained
to terms to which the parties already had agreed and
did not indicate that the agreement was subject to the
inclusion of new terms or further negotiations, and there
was no evidence presented demonstrating that the terms
of the draft agreement submitted by Attorney Greene
were disputed. In fact, Attorney Angelone acknowledged
in his testimony that he never sent to Attorney Greene
changes to the draft agreement or anything disputing
its contents or indicating that changes needed to be
made.9 Also, the court specifically found that Attorney
Angelone “never indicated or communicated any issue
with the provisions of the written agreement [that was]
memorialized by [Attorney Greene].”
Moreover, Attorney Angelone testified that he had
informed a caseflow coordinator that the matter may be
marked as “settled but not withdrawn.” See Krasko v.
Konkos, 224 Conn. App. 589, 610, 314 A.3d 34 (2024)
(“[a] court’s authority to enforce a settlement agreement by entry of judgment in the underlying action
is especially clear where the settlement agreement is
reported to the court during the course of a trial or other significant courtroom proceedings” (internal quotation
marks omitted)). This occurred before Attorney Angelone
received the draft agreement from Attorney Greene,
which supports an inference that Attorney Angelone
believed that the parties had reached a settlement on
9
During cross-examination, Attorney Angelone testified that he had had a telephone conversation with the plaintiff on July 10 regarding the terms of the settlement and that, afterward, he sent her an email to confirm the conversation. He testified further that, in a response to his email, the plaintiff agreed to review the language and informed him that she wanted terms added to the agreement. Attorney Angelone also testified that this purported counteroffer from the plaintiff was never put in a final agreement. On redirect, Attorney Angelone testified that he never made any counteroffer or communicated the plaintiff’s additional terms to Attorney Greene.
Nunez v. Brown-White
July 10, even though the particular language of the
agreement needed to be reviewed.
This court previously has affirmed the granting of
a motion to enforce a settlement agreement when the
agreement was drafted after the parties reached their
agreement to settle; in other words, a binding settlement
agreement was found to exist even though the agreement had not yet been reduced to writing. For example,
in Worth v. Picard, supra, 233 Conn. App. 42–44, in
connection with an appeal to this court, the parties had
engaged in an appellate preargument conference (PAC)
on June 14, 2023, at which they agreed to the terms of a
full and final settlement agreement, which subsequently
was memorialized in writing. Thereafter, however, the
plaintiff refused to proceed with the settlement, and an
Audubon hearing followed, after which the court determined that the settlement agreement was enforceable.
Id., 45–46. On appeal, the plaintiffs claimed that the
draft settlement agreement submitted by the defendants
did not reflect material aspects of the agreement. Id.,
50–51. This court rejected that claim and concluded:
“The plaintiff’s contention that there was no meeting of
the minds after the parties entered into the settlement
at the June 14, 2023 PAC ignores the principle . . . that
[t]he test of disputation . . . must be applied to the parties at the time they entered into the alleged settlement.
. . . Therefore, any dispute as to purported deficiencies
in the draft settlement documents is immaterial to the
formation of the settlement agreement at the June 14,
2023 PAC . . . .” (Citation omitted; emphasis in original;
internal quotation marks omitted.) Id., 51.
In Worth, this court also addressed the plaintiff’s
contention “that, following the June 14, 2023 PAC,
‘there was a proposed resolution, some of which the
parties tentatively agreed upon, subject to opposing
attorneys’ further submission of proposed settlement
agreements for [her] review,’ but that ‘[n]o specific terms and conditions were agreed [to], nothing was in writing
for confirmation, nothing was signed, no written term
Nunez v. Brown-White
sheet or other written agreement was created at the end
of the [June 14, 2023] PAC . . . and nothing was reported
to any court to be placed on the record.’ ” Id., 52. This
court held: “To the extent that the plaintiff attempts to
challenge the court’s factual findings regarding the formation of the agreement, the evidence admitted into the
record during the Audubon hearing supports the court’s
determination that the parties entered into a settlement
agreement with specific terms. Moreover, ‘the fact that
the settlement agreement was not reduced to writing or
signed by the parties does not preclude it from binding
the parties.’ ” Id., 52–53.
Similarly, in Kinity v. US Bancorp, 212 Conn. App.
791, 828, 277 A.3d 200 (2022), this court affirmed the
trial court’s granting of a motion to enforce a settlement
agreement. In Kinity, as in the present case, the parties’ attorneys had been exchanging emails discussing a
potential settlement of the case, in which the insurance
company defendants had offered to settle the plaintiff’s
claims against them for $10,000. Id., 804–805. The
plaintiff’s attorney subsequently emailed the attorney
for the insurance company defendants on June 29, 2020,
stating: “ ‘I received the go-ahead from my client. He
understands that it will be [$10,000] with no admission
and release of all claims. You may send me a release.
Thank you.’ In response, [the attorney for the insurance
company defendants] thanked [the plaintiff’s counsel]
. . . and stated that a release would be prepared for [the
plaintiff’s] review.” Id., 805–806. On appeal, this court
held that “the [trial] court did not err in concluding that the parties had a meeting of the minds and a settlement
agreement when [the plaintiff’s attorney] emailed [the
insurance defendants’ attorney] on June 29, 2020 . . . .
[The] overt acts and words establish objective assent to
a settlement agreement for $10,000 that was not contingent upon an agreement with [a different defendant].”
Id., 828.
Likewise, in the present case, affording every reasonable presumption in favor of the trial court’s ruling,
Nunez v. Brown-White
we cannot conclude that the court’s factual finding of a
meeting of the minds is clearly erroneous.10 In light of
the evidence before the court at the Audubon hearing
concerning the parties’ overt acts and words, including
the emails exchanged between counsel setting forth the
specific terms to which they had agreed and expressly
conveying that the plaintiff had accepted the settlement
offer, in conjunction with Attorney Angelone’s conduct, in turn, in informing the caseflow coordinator that
the matter could be marked settled but not withdrawn,
the court reasonably determined that the parties had
reached a settlement pursuant to the terms outlined in
the July 10, 2024 emails. We do not believe that Attorney Angelone’s email indicating that the agreement
remained subject to review of the language pertaining to
the nonmonetary terms to which the parties had agreed
undermines a finding of mutual assent to the material
terms, and we conclude that the trial court, in light of
the evidence before it, properly rejected the plaintiff’s
attempt to qualify her clear acceptance of the settlement offer by differentiating between “principles” of
the nonmonetary terms versus the terms themselves.11
10
We reach this conclusion mindful that, under the “highly deferential” clearly erroneous standard of review; (internal quotation marks omitted) Office of Chief Disciplinary Counsel v. Vena, 236 Conn. App. 39, 59, 347 A.3d 945 (2025); “[w]e do not examine the record to determine whether the trier of fact could have reached a conclusion other than the one reached. Rather, we focus on the conclusion of the trial court, as well as the method by which it arrived at that conclusion, to determine whether it is legally correct and factually supported. . . . The [fact-finding] function is vested in the trial court with its unique opportunity to view the evidence presented in a totality of circumstances, i.e., including its observations of the demeanor and conduct of the witnesses and parties, which is not fully reflected in the cold, printed record which is available to us.” (Citation omitted; internal quotation marks omitted.) O & G Industries, Inc. v. American Home Assurance Co., 204 Conn. App. 614, 624–25, 254 A.3d 955 (2021).
11
We also disagree with the plaintiff’s assertion that she could not be bound by the agreement because it was never finalized. See Worth v. Picard, supra, 233 Conn. App. 50 (“parties . . . may reach a binding agreement even if some of the terms of that agreement are still indefinite” (internal quotation marks omitted)); see also id., 50–51 (binding settlement agreement found to exist even though agreement had not yet
Nunez v. Brown-White
Accordingly, the court’s conclusion that the agreement
was summarily enforceable is legally and logically correct. See Bay Advance, LLC v. Halajian, supra, 236
Conn. App. 236.
Finally, we reject the plaintiff’s assertion that her
“sworn declaration rebutted any finding of mutual
assent.”12 See footnote 4 of this opinion. As we previously stated in this opinion, the plaintiff filed the declaration with the court on September 4, 2024, and it appears in
the court file as docket entry number 137.13 Although
the declaration was signed by the plaintiff and contains a
statement that it was made under penalty of perjury, the
plaintiff’s statements in the declaration were not sworn
to before an officer authorized to administer oaths. Thus,
the declaration is not a “sworn” document as alleged by
the plaintiff. See McCullough v. Rocky Hill, 198 Conn.
App. 703, 710 n.11, 234 A.3d 1049 (document titled
“ ‘Affidavit of Plaintiff,’ ” which did not contain any
indication that its contents were sworn to by plaintiff
before clerk, notary public, or commissioner of Superior
Court, did not satisfy requirements for proper affidavit), cert. denied, 335 Conn. 985, 242 A.3d 480 (2020);
been reduced to writing and finalized); Kinity v. US Bancorp, supra, 212 Conn. App. 823 (same).
12
In her appellate brief, the plaintiff maintains that the declaration “was the only sworn evidence from a party with personal knowledge of her own intent. The court did not find the plaintiff not credible, nor did it make any finding that her declaration was rebutted by other evidence.” These contentions are not accurate. As we explain in this opinion, the declaration was not sworn to and thus cannot be construed as “sworn evidence.” The court made no express credibility findings as to the plaintiff because she never testified, and it can be inferred from its failure to reference the declaration specifically in its oral decision that it implicitly did not afford any evidentiary value to the plaintiff’s unsworn hearsay statements therein, which she sought to have the court consider in lieu of providing testimony, under oath, that would have been subjected to cross-examination. We also note that at no point during the Audubon hearing did the plaintiff’s counsel refer to or rely on the declaration or bring it to the attention of the court, which likely would have been objected to by the defendants and excluded on hearsay grounds given the plaintiff’s failure to testify.
13
In light of this, we disagree with the defendants that the declaration is not part of the record.
Nunez v. Brown-White
Deutsch Bank National Trust Co. v. McKeith, 156 Conn.
App. 36, 43, 111 A.3d 545 (2015) (affidavit appended to
motion to open, which was neither signed nor sworn to,
was of “no evidentiary value” (internal quotation marks
omitted)); Viola v. O’Dell, 108 Conn. App. 760, 768,
950 A.2d 539 (2008) (unsigned and unsworn affidavit,
which was only confirmation of settlement presented
to court, was “of no evidentiary value”); Aley v. Aley,
101 Conn. App. 220, 229, 922 A.2d 184 (2007) (court’s
child support determination and related orders had to
be based on evidence, and contrary finding could not be
based on representation made in unsworn document); see
also Fogarty v. Rashaw, 193 Conn. 442, 444, 476 A.2d
582 (1984) (unsworn statements in documents that did
not qualify as affidavits due to absence of oath would
not have been admissible against plaintiff because of
hearsay rule and, thus, could not be relied on in support
of motion for summary judgment).
In Wittman v. Intense Movers, Inc., supra, 202 Conn.
App. 92 n.2, this court observed that “[t]he parties,
without objection . . . [had] made many unsworn representations of fact during the [Audubon] hearing.” After
noting that “[t]he [trial] court’s memorandum of decision
[made] no reference to the unsworn oral representations
of [the plaintiff’s attorney] and the defendants as to
what occurred during their settlement discussions,” we
concluded “that the court properly did not give any evidentiary weight to [those] representations”; id., 100 n.9;
and we declined to consider them on appeal. Id., 92 n.2.
In the present case, the court’s oral decision does not
reference the plaintiff’s declaration, although the court
did state that, in reaching its decision, it had reviewed
the plaintiff’s objection to the motion to enforce the
settlement agreement, in which the plaintiff relied on
and referred multiples times to the declaration. We presume, therefore, that the court considered but rejected
the unsworn, hearsay statements of the plaintiff, who did
not testify, set forth in the declaration and conclude that the court properly did not afford them any evidentiary
Nunez v. Brown-White
value. See Bay Advance, LLC v. Halajian, supra, 236
Conn. App. 243 n.8; see also Wittman v. Intense Movers, Inc., supra, 202 Conn. App. 92 n.2; Deutsch Bank
National Trust Co. v. McKeith, supra, 156 Conn. App.
43. Furthermore, it was within the court’s exclusive
province, as the trier of fact, not to afford any weight to the declaration; see Huang v. Murray, 237 Conn. App.
753, 757, 353 A.3d 312 (2026); and we will not secondguess that determination. See Zheng v. Xia, 237 Conn.
App. 242, 259, 351 A.3d 858 (2026). Accordingly, the
plaintiff’s reliance on the declaration to support her
claims on appeal, namely, to establish the existence of a
dispute as to the terms of the settlement or the lack of
authority of Attorney Angelone, is of no avail.
II
The plaintiff’s next claim is that the court improperly
relied on preliminary email exchanges and oral communications between counsel as evidence of a binding settlement. We conclude that this claim lacks merit, and our
resolution of it requires little discussion. It is well settled that “[t]he parties’ intentions manifested by their acts
and words are essential to the court’s determination of
whether a contract was entered into and what its terms
were.” (Internal quotation marks omitted.) Downing
v. Dragone, supra, 216 Conn. App. 317. Enforceable
settlement agreements have been found on the basis of
email communications between counsel. See Worth v.
Picard, supra, 233 Conn. App. 52–53 (evidence admitted
into record at Audubon hearing, which included email
correspondence, supported court’s determination that
parties entered into enforceable settlement agreement);
Kinity v. US Bancorp, supra, 212 Conn. App. 826–27
(affirming trial court’s finding of mutual assent to terms
of settlement agreement when court stated that parties’
intent clearly was “evidenced in the parties’ words, acts,
and [emails] setting forth the terms”). Therefore, it
was not improper for the trial court to rely on the email
communications entered into evidence at the hearing as
evidence of the parties’ words and conduct in determining
Nunez v. Brown-White
that a meeting of the minds had occurred, especially when
the emails memorialized the terms that the attorneys had
discussed at the pretrial conference and expressly indicated the plaintiff’s acceptance of the settlement offer.
Moreover, the plaintiff’s characterization of the emails
as evidence of only “preliminary” communications or
negotiations is not supported by the record.14 No evidence was presented at the hearing establishing that
the parties were in the process of ongoing negotiations
concerning the terms of the settlement; rather, Attorney
Angelone conveyed to Attorney Greene that the plaintiff
had accepted the settlement offer, his testimony and
the emails show the specific terms to which the parties
had agreed, and, after informing Attorney Greene of
the plaintiff’s agreement to the settlement, Attorney
Angelone informed the caseflow coordinator that the
matter could be marked as settled but not withdrawn.
Subsequent emails from Attorney Greene sought clarification as to when the plaintiff would be signing the
agreement. This further dialogue between counsel does
not undermine a finding that the parties had reached a
mutual understanding as to the terms of the settlement
as memorialized in their July 10 emails. See Worth v.
Picard, supra, 233 Conn. App. 49–50 (“[T]he fact that
parties engage in further negotiations to clarify the
essential terms of their mutual undertakings does not
establish the time at which their undertakings ripen into
an enforceable agreement . . . [and we are aware of no
authority] that assigns so draconian a consequence to a
continuing dialogue between parties that have agreed to
work together. We know of no authority that precludes
contracting parties from engaging in subsequent negotiations to clarify or to modify the agreement that they
had earlier reached. . . . More important . . . [when] the
general terms on which the parties indisputably had
agreed . . . included all the terms that were essential to
14
Specifically, in her appellate brief, the plaintiff asserts that the court overlooked key evidence of ongoing negotiations, which consisted of the plaintiff’s proposed new terms, “which were not conveyed to opposing counsel and never included in any draft,” and the multiple emails from Attorney Greene seeking execution of the agreement.
Nunez v. Brown-White
an enforceable agreement . . . [u]nder the modern law of
contract . . . the parties . . . may reach a binding agreement even if some of the terms of that agreement are
still indefinite.” (Internal quotation marks omitted.)).
Finally, to the extent that the plaintiff, in asserting this claim, rehashes the arguments she raised with
respect to her first claim, we reject them for the same
reasons as set forth in part I of this opinion and do not
discuss them further.
III
Next, the plaintiff claims that Attorney Angelone did
not have actual authority to bind her to the settlement
agreement. According to the plaintiff, Connecticut law
requires actual, not apparent authority, for an attorney
to bind a client to a settlement agreement, and the defendants presented no evidence that Attorney Angelone
had the plaintiff’s “express permission to enter into a
final agreement.” (Emphasis in original.) We are not
persuaded.
Initially, we note that, in asserting this claim, the
plaintiff primarily relies on her declaration as demonstrating that she never consented or agreed to the
settlement agreement. She contends that her statements
in the declaration “were not contradicted by any other
sworn testimony.” For the reasons already set forth
in this opinion, we conclude that these assertions are
inaccurate, as the plaintiff’s unsworn statements in the
declaration do not constitute “sworn testimony,” and
the court properly did not afford any evidentiary value
to the declaration and the statements contained therein.
Next, the plaintiff acknowledges that the court made
no finding with respect to whether Attorney Angelone
was authorized to settle the action on behalf of the plaintiff and claims that the court apparently “presumed
authority,” which was improper. Again, we do not agree.
In her objection to the defendants’ motion to enforce
the settlement agreement, the plaintiff asserted that
Nunez v. Brown-White
Attorney Angelone did not have authority to enter into
the settlement agreement on her behalf. The court, however, never made any explicit findings in its oral decision with respect to Attorney Angelone’s authority to settle
the action,15 and the plaintiff did not file a motion for
articulation of the court’s decision with respect to its
failure to address this issue. “ ‘Where an appellant has
failed to avail [her]self of the full panoply of articulation and review procedures, and absent some indication to the
contrary, we ordinarily read a record to support, rather
than to contradict, a trial court’s judgment.’ Bell Food
Services, Inc. v. Sherbacow, 217 Conn. 476, 482, 586
A.2d 1157 (1991). Citing Bell Food Services, Inc., this
court recently reaffirmed that ‘our appellate courts often
have recited, in a variety of contexts, that, in the face of an ambiguous or incomplete record, we will presume, in
the absence of an articulation, [that] a trial court acted
correctly, meaning that it undertook a proper analysis of
the law and made whatever findings of fact were necessary.’ . . . Zaniewski v. Zaniewski, 190 Conn. App. 386,
396, 210 A.3d 620 (2019); see also Sunset Gold Realty,
LLC v. Premier Building & Development, Inc., 133 Conn.
App. 445, 456 n.7, 36 A.3d 243 (‘[b]ecause neither of the
parties requested an articulation to fortify the record,
to the extent that it is unclear what the court relied on . . . we read an ambiguous trial record to support, rather
than undermine, the judgment’), cert. denied, 304 Conn.
912, 40 A.3d 319 (2012).” (Emphasis in original.) White
v. Latimer Point Condominium Assn., Inc., 191 Conn.
App. 767, 778–79, 216 A.3d 830 (2019). Accordingly,
15
We note that “[t]he relationship between attorneys and their clients” is one of agency; Ackerman v. Sobol Family Partnership, LLP, 298 Conn. 495, 509, 4 A.3d 288 (2010); and that “[t]he nature and extent of an agent’s authority is a question of fact for the trier . . . .” (Internal quotation marks omitted.) Hadji v. Snow, 232 Conn. App. 829, 839, 339 A.3d 1168, cert. denied, 353 Conn. 902, 341 A.3d 958 (2025). Moreover, “[t]his court cannot find facts or draw conclusions from primary facts found, but can only review such findings to determine whether they could legally, logically and reasonably be found, thereby establishing that the trial court could reasonably conclude as it did.” (Internal quotation marks omitted.) J. B. v. C. B., 238 Conn. App. 664, 682, 357 A.3d 713 (2026).
Nunez v. Brown-White
in the present case, we presume, in the absence of any
indication in the record suggesting otherwise, that the
court properly applied the law.
Moreover, to the extent that the plaintiff claims that
the court erred in making an implicit finding that Attorney Angelone had authority to enter into a settlement
agreement on the plaintiff’s behalf, the claim is belied
by the testimonial and documentary evidence in the
record indicating the plaintiff’s assent to Attorney Angelone settling the case on her behalf. In addition to the
statement in the July 10, 2024 email sent by Attorney
Angelone that the plaintiff “accepts” the settlement
offer, Attorney Angelone testified that he had authority
from the plaintiff to make that communication, stating
multiple times that the plaintiff had “authorized” him
to do so. The plaintiff’s claim, therefore, is unavailing.16
IV
The plaintiff’s final claim is that the court failed to
resolve material factual disputes concerning her consent,
attorney authority and the finalization of essential terms
before enforcing the settlement agreement and, thus,
misapplied Audubon by enforcing the agreement despite
the existence of those disputed facts and ambiguity in
the terms of the agreement pertaining to confidentiality,
16
In light of our conclusion that the record supported an implicit finding that Attorney Angelone had actual authority to settle the case on the plaintiff’s behalf, we need not address the plaintiff’s contention that actual, and not apparent, authority is required for an attorney to bind a client to a settlement agreement but note, nonetheless, that the plaintiff is mistaken in this assertion. See Ackerman v. Sobol Family Partnership, LLP, 298 Conn. 495, 510, 4 A.3d 288 (2010) (“[a]lthough reviewing courts in Connecticut have acknowledged that ‘[a]n attorney who is authorized to represent a client in litigation does not automatically have either implied or apparent authority to settle or otherwise to compromise the client’s cause of action’ . . . they also have repeatedly held that an agent with implied or apparent authority may bind the principal to an enforceable settlement agreement” (citation omitted; footnote omitted; emphasis altered)); see id. (“an attorney with apparent authority may enter into a settlement agreement that is binding on the client”), citing 1 Restatement (Third), Agency § 3.03, comment (b), p. 176 (2006).
Nunez v. Brown-White
nondisparagement, and restrictions on the plaintiff’s
future participation on the board of the condominium
association. We disagree.
Initially, we note that, in asserting this claim, the
plaintiff, again, rehashes many of the arguments raised
with respect to her other claims, which we already have
rejected. In particular, she contends that her declaration
“went unrebutted” and that material factual disputes
existed concerning whether she had consented, whether
Attorney Angelone had actual authority to bind her to the
settlement, whether material nonmonetary terms were
finalized, and whether the parties had agreed to the same
version of the agreement. In light of our conclusions in
parts I through III of this opinion in which we already
rejected these claims, we do not discuss them further.
Moreover, in raising these claims, the plaintiff argues
that the court improperly ignored testimony from Attorney Angelone to the effect that he had not approved or
finalized the nonmonetary terms of the settlement, which
we find unavailing. See Hornish v. Suffield, 234 Conn.
App. 85, 98 n.7, 343 A.3d 516 (“ ‘[i]t is well established
that it is the exclusive province of the trier of fact to
make determinations of credibility, crediting some, all,
or none of a given witness’ testimony’ ”), cert. denied,
353 Conn. 920, 345 A.3d 809 (2025); see also footnote
12 of this opinion.
To the extent that the plaintiff claims that the material terms were disputed because she had proposed new
terms after the July 10 email, it bears repeating that,
“[t]he 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.” (Internal quotation
marks omitted.) Worth v. Picard, supra, 233 Conn. App.
50. In the present case, the court found that the parties
had entered into an enforceable settlement agreement
on or about July 9, 2024, at the pretrial conference, as
evidenced by the July 10, 2024 emails between counsel
and Attorney Angelone’s conduct that same day in asking
Nunez v. Brown-White
the caseflow coordinator to mark the matter as settled
but not withdrawn. Thus, the plaintiff’s reliance on proposed new terms after the July 10 emails as evidence of
a dispute as to the terms of the settlement lacks merit.17
The plaintiff also acknowledges in her appellate brief
that those terms were never communicated to the defendants. “In the formation of contracts . . . it was long ago settled that secret, subjective intent is immaterial, so
17
We note that the plaintiff also contends that the court improperly failed to make certain “necessary” factual findings or to address certain arguments, which allegedly resulted in “unresolved factual disputes.” Specifically, the plaintiff contends that the court failed to make specific findings as to whether (1) the plaintiff consented to a settlement agreement, (2) the plaintiff proposed additional terms, (3) the parties were engaged in ongoing negotiations, (4) the plaintiff conditioned her acceptance of the defendants’ offer on her review of the defendants’ draft settlement agreement, (5) the plaintiff approved all nonmonetary provisions in the draft settlement agreement, and (6) material factual disputes existed regarding the formation, scope, and authority of counsel to bind the plaintiff to the settlement agreement. “It is well established that [i]t is the appellant’s burden to provide an adequate record for review. . . . It is, therefore, the responsibility of the appellant to move for an articulation or rectification of the record where the trial court has failed to state the basis of a decision . . . to clarify the legal basis of a ruling . . . or to ask the trial judge to rule on an overlooked matter.” (Internal quotation marks omitted.) New Milford v. Standard Demolition Services, Inc., 212 Conn. App. 30, 70–71, 274 A.3d 911, cert. denied, 345 Conn. 908, 283 A.3d 506 (2022). Therefore, it was incumbent on the plaintiff to seek an articulation of the court’s decision as to its failure to make any allegedly necessary findings. In light of the plaintiff’s failure to do so, “we will, in the absence of a motion for articulation, assume that the trial court acted properly.” (Internal quotation marks omitted.) Nedder v. Nedder, 226 Conn. App. 817, 821 n.2, 320 A.3d 180 (2024).
The plaintiff also asserts that the court failed “to explain why it credited [Attorney] Angelone’s initial email but not his live testimony that the agreement was conditional and incomplete.” We similarly reject the plaintiff’s challenge to the court’s assessment of the credibility of the evidence presented because it is well settled that “[t]he trial court is free to accept or reject, in whole or in part, the evidence presented by any witness, having the opportunity to observe the witnesses and gauge their credibility. . . . This court defers to the trial court’s discretion in matters of determining credibility and the weight to be given to a witness’ testimony.” (Internal quotation marks omitted.) Paquette v. Thompson, 238 Conn. App. 395, 407, 356 A.3d 401, cert. denied, 354 Conn. 952, 357 A.3d 253 (2026).
Nunez v. Brown-White
that mutual assent is to be judged only by overt acts and
words rather than by the hidden, subjective or secret
intention of the parties.” (Internal quotation marks
omitted.) Kinity v. US Bancorp, supra, 212 Conn. App.
825–26; see also Wittman v. Intense Movers, Inc., supra,
202 Conn. App. 103 (trial court properly refused to infer
from communications between parties unexpressed
intent on part of defendant that obtaining financing
was contingency to any settlement, as “[o]ur law is quite
clear—unexpressed intent is not relevant”); id. (“The
mutual assent requirement of a settlement agreement
cannot be defeated by the unexpressed subjective intent
of one of the parties . . . . Consequently, what mattered
to the court was what the parties wrote in their settlement agreement, not what they may have intended but
never expressed.” (Internal quotation marks omitted.)).
Therefore, the plaintiff’s alleged “additional terms” are
not dispositive and are insufficient to render clearly
erroneous the court’s findings, which were supported
by other evidence, including the parties’ overt acts and
words.
This court has rejected the plaintiff’s claim that the
terms of the settlement were disputed and incomplete.
It follows that the plaintiff’s contention that the court
misapplied Audubon by enforcing the settlement when
disputed terms existed, as well as her claim that summary
enforcement of the settlement agreement was procedurally improper under the circumstances, necessarily fail.
The judgment is affirmed.
In this opinion the other judges concurred.