Opinion
HHDCV146048859S
07-23-2019
Michael S. BRACKEN, Jr. v. TOWN OF WINDSOR LOCKS
UNPUBLISHED OPINION
OPINION
ROBERT B. SHAPIRO, JUDGE TRIAL REFEREE
This action for alleged breach of a settlement agreement is before the court on remand from the Appellate Court. See Bracken v. Town of Windsor Locks, 182 Conn.App. 312, 190 A.3d 125 (2018) (Appellate Court decision).
On February 27, 2019, evidence was presented to the court at a bench trial. The parties agreed that the full exhibits from the first trial in this matter, which occurred in 2016, before Judge Elgo, were to be admitted as exhibits at the trial before this court. Thereafter, post-trial briefs were presented in lieu of oral argument and transcripts from the first trial were presented by the parties for this court’s consideration. At a status conference on June 18, 2019, it was agreed that the matter was then to be considered as fully submitted for the court’s consideration.
The parties agreed also that the trial was to be bifurcated, and that, initially, the court would adjudicate liability only. If the defendant Town of Windsor Locks is found to be liable, further proceedings would be scheduled to adjudicate claimed damages.
The parties agree that, as to liability, the scope of the dispute is narrow, concerning interpretation of their settlement agreement (Plff. Exh. 1) (agreement), as to whether the agreed upon seniority date for the plaintiff was intended to include pension benefits.
After consideration of the evidence and arguments the court issues this memorandum of decision.
I
Background
Since the underlying factual background is not in dispute, the court repeats the summary provided in the Appellate Court decision, at 314-17:
At all times relevant, the defendant [Town of Windsor Locks] participated in the Connecticut Municipal Employee Retirement System (CMERS) for police officers employed by the defendant. The plaintiff [Michael S. Bracken, Jr.] was formerly employed by the defendant as a supernumerary police officer, until his employment was terminated in 1987. In August 1990, the plaintiff filed an action in federal court against the defendant. While that litigation was pending, the plaintiff returned to employment with the defendant on June 19, 1993, as a full-time police officer. The federal action was resolved by way of a written settlement agreement executed on April 21, 1994, between the plaintiff and the defendant. That settlement agreement (agreement) [Plff. Exh. 1] provided, in relevant part: "As further consideration for Bracken’s agreement to be bound by the terms of this agreement, defendant town of Windsor Locks agrees to reinstate Bracken to a full-time police officer position as of June 19, 1993 with a seniority date of one day earlier than Officer Squires and to restore to Bracken as of June 19, 1993 full benefits, privileges and emoluments of employment based upon that seniority date." [See Plff. Exh. 1, ¶6b).] Officer Squires had a seniority date of September 14, 1987.
Following the execution of the agreement, the defendant restored certain benefits, privileges, and emoluments of employment based on a seniority date of September 13, 1987. The defendant did not purchase pension credit for the plaintiff covering the period of time from September 13, 1987 through June 18, 1993 (pre-reinstatement period), and the plaintiff became aware in late 2002 or early 2003 that the defendant had not purchased the credit. The plaintiff was placed on administrative leave in August 2007. In September 2007, the plaintiff wrote a letter to CMERS stating that he had brought the issue of the pension credit to the defendant’s attention on many occasions, but it had done nothing to resolve the issue. The plaintiff stated that Chief of Police John Suchocki had told him that the defendant wanted to wait until the plaintiff retired to make the payments, a position that the plaintiff found "unacceptable." The plaintiffs employment with the defendant terminated on or about November 19, 2009. By letter dated March 16, 2010, the defendant inquired of the Statement Employee Retirement Commission (retirement commission) as to the cost to purchase the pension credit for the pre-reinstatement period. The retirement commission responded by letter dated April 29, 2010, that a payment in the amount of $99, 316 would be necessary to purchase the additional pension credit. Beginning in May 2010, the State Board of Mediation Arbitration held hearings on a grievance the plaintiff had filed challenging his termination of employment.
On February 11, 2014, the plaintiff commenced the present action alleging breach of contract and breach of the implied covenant of good faith and fair dealing. In his amended complaint filed December 16, 2015, the plaintiff alleged that after he resumed his employment as a police officer, the defendant had restored to him "all benefits, privileges and emoluments of employment based on the seniority date of September 13, 1987, with the exception of his pension benefits." Specifically, he alleged that "[p]ension credits for Windsor Locks police officers are purchased by the town through the State of Connecticut Municipal Employees Retirement Fund" and that such credit "can be purchased retroactively at any time prior to the date the employee begins receiving retirement benefits." He alleged that he became aware that the defendant had not yet purchased pension credit for him for the pre-reinstatement period and that he raised his concerns with the defendant on several occasions. He claimed that "at no time prior to 2013 was the plaintiff informed by the town that it would not comply with its contractual agreement to provide pension credits" for the pre-reinstatement period.
The plaintiff further alleged that his counsel wrote letters to the defendant on July 30, 2013, and October 3, 2013. The plaintiff alleged that his counsel, in the October 3, 2013 letter, requested that the defendant provide "written confirmation that the town is currently refusing to purchase pension credits or otherwise provide retirement benefits to the plaintiff" for the pre-reinstatement period. The plaintiff alleged that the letter concluded: "If I do not receive a response to this letter by October 31, 2013, we will assume that the town has formally refused to provide these benefits ..." The plaintiff alleged that the defendant did not respond to the letter.
In count two of the complaint, the plaintiff claimed that the defendant breached the implied covenant of good faith and fair dealing in that it had no good faith basis for refusing to purchase the pension credit and that its reasons for "refusing to comply with the terms of the contract are based on personal animosity toward the plaintiff." (Footnotes omitted.)
In his second amended complaint, dated September 11, 2018 (#140), based on the same factual nucleus, the plaintiff also alleges breach of contract and breach of the implied covenant of good faith and fair dealing. He seeks compensatory and punitive damages, and attorneys fees, expenses, and costs. Additional references to the factual background are set forth below.
II
Discussion
"It is well settled that the trier of fact can disbelieve any or all of the evidence proffered ... and can construe such evidence in a manner different from the parties’ assertions." State v. DeJesus, 236 Conn. 189, 201, 672 A.2d 488 (1996). The trier is not bound by the uncontradicted testimony of any witness. See Mather v. Griffin Hospital, 207 Conn. 125, 145, 540 A.2d 666 (1988). "Testimony that goes uncontradicted does not thereby become admitted or undisputed; [citation omitted] nor does the strength of a witness’s belief raise it to that level." Stanton v. Grigley, 177 Conn. 558, 563, 418 A.2d 923 (1979).
"A settlement agreement is a contract among the parties ... It is well settled that [w]here the language of the contract is clear and unambiguous, the contract is to be given effect according to its terms ... Although ordinarily the question of contract interpretation, being a question of the parties’ intent, is a question of fact ... [w]here there is definitive contract language, the determination of what the parties intended by their contractual commitments is a question of law ... The court’s determination as to whether a contract is ambiguous is a question of law ... (Internal quotation marks omitted.) Orange Palladium, LLC v. Readey, 144 Coma. App. 283, 291, 72 A.3d 1191 (2013).
In contract construction, "three elementary principles must be kept constantly in mind: (1)1 the intention of the parties is controlling and must be gathered from the language of the [contract] in the light of the circumstances surrounding the parties at the execution of the instrument; (2) the language must be given its ordinary meaning unless a technical or special meaning is clearly intended; (3) the [contract] must be construed as a whole and in such a manner as to give effect to every provision, if reasonably possible." Hatcho Corp. v. Della Pietra, 195 Conn. 18, 20, 485 A.2d 1285 (1985).
"[T]he language used [in a contract] must be accorded its common, natural, and ordinary meaning and usage where it can be sensibly applied to the subject matter of the contract ... A court will not torture words to import ambiguity where the 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 ... Finally, in construing contracts, we give effect to all the language included therein, as the law of contract interpretation ... militates against interpreting a contract in a way that renders a provision superfluous ... Therefore, [w]hen interpreting a contract, we must look at the contract as a whole, consider all relevant portions together and, if possible, give operative effect to every provision in order to reach a reasonable overall result." (Citations omitted; internal quotation marks omitted.) Afkari-Ahmadi v. Fotovat-Ahmadi, 294 Conn. 384, 390-91, 985 A.2d 319 (2009).
"Contracting parties are presumed to contract in reference to the existing law, and to have in mind all the existing laws relating to the contract, or to the subject matter thereof. All existing applicable or relevant and valid statutes, ordinances, regulations, and settled law of the land at the time a contract is made become a part of it and must be read into it just as if an express provision to that effect were inserted therein, except where the contract discloses a contrary intention." (Internal quotation marks omitted.) Deming v. Nationwide Mut. Ins. Co., 279 Conn. 745, 780-81, 905 A.2d 623 (2006).
The plaintiff asserts that the only question for the court is whether the parties intended pension benefits to be included among the "full benefits, privileges and emoluments of employment," see agreement, Plff. Exh. 1, ¶6b, to be restored to the plaintiff based on the seniority date of September 13, 1987. The plaintiff argues that the ordinary meanings of those terms, as reflected in dictionary definitions, unmistakably indicate that pension rights are covered by the contract language.
The plaintiff contends that the defendant is attempting to impart ambiguity where none exists by suggesting that the use of the word "seniority" is to be understood by reference to the collective bargaining agreement between the defendant and the International Brotherhood of Police Officers, Local 523 (Deft. Exh. C) (collective bargaining agreement), which is not referenced in the agreement. Rather, the plaintiff argues that the word "seniority" describes the date, not the type of benefit, and even if "seniority" does describe the benefits, the pension benefits are based on plaintiff’s seniority as a full-time police officer.
The defendant argues that pension credit is a statutory benefit, as governed by General Statutes § 7-425, et seq. (Municipal Employees’ Retirement Act). See Maturo v. State Employees Ret. Comm’n, 326 Conn. 160, 172, 162 A.3d 706 (2017). In contrast, the defendant argues, seniority is a contractual benefit defined and detailed by the collective bargaining agreement.
As set forth above, in paragraph 6b, the agreement states that the defendant agreed to restore to the plaintiff "the full benefits, privileges and emoluments of employment based upon that seniority date." The defendant argues that pension benefits are not based on a seniority date and were not intended to be covered by the agreement.
In support of his argument, the plaintiff also cites his own trial testimony, where he stated that he understood the agreement to include all benefits, including pension benefits. See Trial Transcript, February 17, 2016, p. 15. As the defendant notes, the plaintiff also testified that, under the collective bargaining agreement, the seniority date was used for bidding for vacation and bidding for shifts. See Trial Transcript, February 17, 2016, pp. 38-39. According to the collective bargaining agreement, "Seniority" commenced "from the date that the Police Officer entered into the service of the Windsor Locks Police Department as a regular full-time member and thereafter maintains consecutive years of service." See Deft. Exh. C, Article 7, Section A, p. 12.
In contrast, pension benefits are not based on seniority. Rather, according to General Statutes § 7-436(a), pension benefits are based on years of service. See General Statutes § 7-425(8), which defines "continuous service" and "service."
As the Appellate Court has noted, the term "seniority," when viewed in context, may be latently ambiguous. See Ballato v. Bd. of Educ. of Town of Stonington, 33 Conn.App. 78, 88, 633 A.2d 323 (1993), cert. denied, 228 Conn. 923, 638 A.2d 37 (1994). "A latent ambiguity arises when language ‘is clear and intelligible and suggests but a single meaning, but some extrinsic fact or some extraneous evidence creates a necessity for interpretation or a choice between two or more possible meanings ...’ Black’s Law Dictionary (6th Ed.)." Id. "[L]atent ambiguities are those which appear only as the result of extrinsic or collateral evidence showing that a word, thought to have but one meaning, actually has two or more meanings ... Latent ambiguities [can] be shown and explained by pleading and parol proof." (Internal quotation marks omitted.) Ranfone v. Ranfone, 119 Conn.App. 341, 346, 987 A.2d 1088 (2010).
The parties’ intentions when the contract was executed may be gleaned from the structure of the agreement as written. In paragraphs 6a and 6b, the parties recited two separate categories of consideration, monetary and non-monetary. In paragraph 6a, the specific amount to be paid to the plaintiff, $194, 644.64, was set forth, "as consideration for personal injuries, including but not limited to emotional distress, anxiety, humiliation, and pain and suffering, and for attorneys fees." Thus, the parties chose not to characterize this payment as wages or back pay, but as compensation for personal injury. Such a payment is not treated as gross income for the purpose of federal income tax. See 26 U.S.C.A. § 104(2) (gross income does not include "the amount of any damages (other than punitive damages) received (whether by suit or agreement and whether as lump sums or as periodic payments) on account of personal physical injuries or physical sickness").
The fact that no amount was set forth for the purchasing of pension credits strongly indicates that the defendant did not agree to undertake this obligation. In contrast, in paragraph 6b, non-financial, work-related consideration, based on seniority, is set forth.
Accordingly, the court finds that the plaintiff has not proved that the defendant agreed to purchase the claimed pension credits. Accordingly, he has not proved his claim for breach of contract.
Similarly, "because the covenant of good faith and fair dealing only requir[es] that neither party [to a contract] do anything that will injure the right of the other to receive the benefits of the agreement, it is not implicated by conduct that does not impair contractual rights." (Internal quotation marks omitted.) Capstone Bldg. Corp. v. Am. Motorists Ins. Co., 308 Conn. 760, 795, 67 A.3d 961 (2013). The plaintiff also has not proved that the defendant breached the implied covenant of good faith and fair dealing.
CONCLUSION
For the reasons stated above, the court finds in favor of the defendant and against the plaintiff as to the plaintiff’s claims. Judgment may enter for the defendant on both counts of the plaintiff’s second amended complaint.