Martin v. Todd Arthurs Co.

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Martin v. Todd Arthurs Co.

TIMOTHY MARTIN v. TODD ARTHURS
COMPANY, INC.
(AC 46009)
Elgo, Moll and Keller, Js.

Syllabus

The plaintiff sought to recover damages from the defendant, a business
selling heating, ventilation and air conditioning equipment, in connection
with the defendant’s sale of allegedly defective equipment. The plaintiff
commenced an action, alleging, inter alia, breach of contract. The defen-
dant filed a request to revise, and the plaintiff revised his complaint.
The defendant thereafter filed a motion to dismiss based on a lack of
subject matter jurisdiction due to a forum selection clause contained
in the underlying contract. The trial court, noting that the forum selection
clause implicated personal jurisdiction and not subject matter jurisdic-
tion, denied the motion to dismiss, both as untimely and because the
defendant waived the right to file a motion based on lack of personal
jurisdiction when it filed a request to revise. The parties engaged in
settlement negotiations, both written and oral, including an offer by the
plaintiff that the defendant could take possession of the equipment if
it chose. The defendant filed an offer of compromise with the court
pursuant to statute (§ 52-193) and the rule of practice (§ 17-11). The
plaintiff emailed the defendant’s counsel to communicate that he agreed
on the settlement amount contained in the offer of compromise and the
defendant’s counsel replied that she would send the plaintiff a draft
settlement agreement. Prior to the receipt of the draft settlement agree-
ment, the plaintiff emailed the defendant’s counsel that he had disposed
of the equipment. Thereafter the defendant withdrew the offer of com-
promise, and the plaintiff objected and filed a motion with the court to
compel the settlement. The trial court granted the motion to enforce
the settlement agreement, finding that the defendant did not condition
its offer to settle upon the return of the equipment. On the defendant’s
appeal to this court, held:
1. The trial court erred in granting the plaintiff’s motion to enforce the
settlement agreement as the parties had not reached a binding and
enforceable contract: the parties were engaged in ongoing negotiations
regarding the terms of the settlement agreement but the terms of the
agreement had not been finalized, as the plaintiff created an outstanding
offer regarding the possession of the equipment, and he did not revoke
that offer prior to unilaterally disposing of the equipment before the
agreement had been completed, memorialized or signed by either party;
accordingly, this court reversed the judgment of the trial court and
remanded the case for further proceedings in accordance with its opin-
ion.
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Martin v. Todd Arthurs Co.
2. This court declined to review the defendant’s unpreserved claim that the
trial court abused its discretion in declining to enforce a forum selection
clause in the contract after it determined that the defendant’s motion
to dismiss based on a lack of personal jurisdiction was both untimely
and that the defendant had waived its ability to contest personal jurisdic-
tion; the defendant did not challenging the court’s rulings on timeliness
or waiver on appeal, and it failed to distinctly raise its claim before the
trial court that the court should have conducted an analysis to determine
whether the forum selection clause was reasonable and gave effect to
the parties’ expectations prior to denying the motion.

Argued November 15, 2023—officially released June 4, 2024

Procedural History

Action to recover damages for, inter alia, breach of
contract, and for other relief, brought to the Superior
Court in the judicial district of Hartford, where the
court, Rosen, J., denied the defendant’s motion to dis-
miss; thereafter, the court, Rosen, J., granted the plain-
tiff’s motion to enforce a settlement agreement and
rendered judgment thereon, from which the defendant
appealed to this court. Reversed in part; further pro-
ceedings.
Jeffrey J. Mirman, for the appellant (defendant).
Opinion

ELGO, J. The defendant, Todd Arthurs Company, Inc.,
doing business as Alpine Home Air Products, appeals
from the judgment of the trial court granting a motion
to enforce a settlement agreement between it and the
self-represented plaintiff, Timothy Martin, and denying
its motion to dismiss based on a lack of personal juris-
diction.1 On appeal, the defendant claims that (1) the
court incorrectly determined that the parties reached
an enforceable settlement agreement, and (2) the court
abused its discretion in declining to enforce a forum
selection clause when it denied the defendant’s motion
1
The plaintiff has not filed a brief in this appeal and did not participate
in oral argument.
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to dismiss. We affirm in part and reverse in part the
judgment of the trial court.
Our review of the record and, in particular, the court’s
order granting the plaintiff’s motion to enforce the set-
tlement agreement, reveals the following facts and pro-
cedural history. The defendant is in the business of
selling heating, ventilation, and air conditioning (HVAC)
equipment for use in residential and commercial con-
struction projects. On or about November 19, 2019,
the plaintiff contracted to purchase certain HVAC units
from the defendant. The plaintiff alleged that the units
he purchased from the defendant were defective and
commenced the present action in July, 2021, by way of
a complaint in which he alleged breach of contract
and violations of the Uniform Commercial Code. On
October 5, 2021, the defendant filed a request that the
plaintiff revise his complaint, ultimately resulting in the
operative complaint being filed on January 3, 2022. On
January 28, 2022, the defendant filed a motion to dismiss
premised on lack of subject matter jurisdiction due to
a forum selection clause contained in the underlying
contract.2 On April 11, 2022, the court, in denying the
defendant’s motion to dismiss, noted that the forum
selection clause implicated personal jurisdiction as
opposed to a court’s subject matter jurisdiction. The
court denied the motion as untimely and because the
defendant waived the right to file a motion to dismiss
based on lack of personal jurisdiction when it filed the
October 5, 2021 request to revise. See Practice Book
§ 10-7.
The plaintiff made various preliminary offers to settle
the dispute and even attempted to reach a settlement
2
The contract’s forum selection clause states in relevant part: ‘‘Governing
Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Illinois, without giving effect to the conflict
of laws principles thereof. . . . Disputes. Any dispute arising from this
Agreement shall be resolved in the courts of the State of Illinois.’’
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before he filed his initial complaint. The plaintiff’s offers
included, inter alia, his willingness to settle for $30,000
contingent upon his ability to keep the HVAC units and
not provide receipts for costs incurred, $25,000 with
the option for the defendant to take possession of the
units, and $22,000 with no mention of contingencies.
The defendant’s counter offer expressed a willingness
to reimburse the plaintiff for the cost of the units along
with reasonable expenses incurred, conditioned upon
the plaintiff providing copies of the expense receipts.
These settlement efforts did not result in an agreement.
On August 16, 2022, the court set a date for a trial
management conference and ordered the parties to be
prepared to engage in settlement negotiations. The fol-
lowing day, on August 17, 2022, the defendant filed an
offer of compromise with the court pursuant to General
Statutes § 52-193 and Practice Book § 17-11, in which
it offered ‘‘to settle the claims of the plaintiff . . . for
the sum of . . . $11,000 . . . inclusive of any and all
fees, costs and attorney’s fees the plaintiff might claim.’’
Between August 17 and 29, 2022, the parties engaged
in continued email communications regarding the offer
of compromise and a potential settlement agreement.
On August 21, 2022, the plaintiff communicated that he
agreed to settle for $11,000 and told the defendant’s
counsel to ‘‘[p]ut it together and I will file the with-
drawal of action.’’ The defendant’s counsel thanked him
and stated she would ‘‘get working on this and be back
in touch soon’’; one week later she apologized for the
delay and stated that she would ‘‘get a draft settlement
agreement to [him] for comment this week.’’ The plain-
tiff thanked her for the response and stated that he
‘‘junked the [HVAC] equipment.’’
On September 20, 2022, three weeks after the last
documented email communication, the defendant filed
a withdrawal of the offer of compromise with the court.
That same day, the plaintiff filed an objection to the
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withdrawal of the offer of compromise and asked the
court to compel the settlement, alleging that the offer
had been accepted by email communication with the
defendant’s counsel on August 21, 2022, and that the
plaintiff disposed of the equipment ‘‘in good faith’’ under
the belief that they had reached a settlement. The defen-
dant filed a reply to the plaintiff’s objection to the with-
drawal, stating, inter alia, that it believed the return of
the equipment was a factor that had not yet been
decided through the settlement negotiations.
On October 24, 2022, the court conducted a remote
hearing regarding the withdrawal of the offer of com-
promise and the objection thereto. The court stated
that it would treat the plaintiff’s request to compel set-
tlement as a motion to enforce a settlement agreement.
The defendant’s counsel indicated that there were ver-
bal communications between the parties and that it
was the defendant’s desire and understanding that the
equipment would be returned upon reaching a settle-
ment. As a result, when the defendant learned that the
plaintiff had disposed of the equipment, it withdrew its
offer of compromise. The plaintiff acknowledged that
there were discussions regarding returning the units
when the settlement amount was double that which
was ultimately offered. The plaintiff hypothesized that
‘‘either they screwed up, or . . . just forgot to say in
the [offer] we want return of the units. They never
said it.’’ The court then confirmed with the defendant’s
counsel that there were no written communications
between the parties indicating that the $11,000 offer
was contingent on the return of the units.
On October 25, 2022, the court entered an order grant-
ing the plaintiff’s motion to enforce the settlement
agreement and further stated that the plaintiff’s objec-
tion to the withdrawal of the offer of compromise was
overruled as moot as a result of that order. The court
found that ‘‘the defendant did not condition its offer to
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Martin v. Todd Arthurs Co.

settle the dispute for $11,000 upon the return of the
equipment. The defendant’s email communications con-
firming its agreement to settle the action for $11,000
are not conditioned upon the return of the equipment.
Similarly, the offer of compromise simply offers to set-
tle the matter for $11,000, with no conditions. Even
after the plaintiff advised the defendant’s counsel in his
August 29 email that he had ‘junked the equipment’ the
defendant never responded and told the plaintiff that
he had somehow breached the settlement agreement.’’
The defendant now appeals from the judgment grant-
ing the plaintiff’s motion to enforce the settlement
agreement and denying its motion to dismiss.
I
On appeal, the defendant claims that the parties did
not reach an enforceable settlement agreement. More
specifically, the defendant contends that there was no
‘‘ ‘meeting of the minds’ between the parties’’ because
the defendant understood that the equipment would be
returned upon settlement, while the plaintiff did not
have the same understanding. We agree.3
As an initial matter, we note that there is more than
one appropriate pathway for parties to settle a legal
claim. Here, the parties concurrently engaged in two
distinct, permissible methods: out-of-court settlement
negotiations with the goal of reaching a legally cogniza-
ble settlement agreement, and an offer of compromise
governed by statutory requirements and the rules of
practice. Although ‘‘the purpose of the offer of compro-
mise statute [is the] promotion of pretrial settlement’’;
Larmel v. Metro North Commuter Railroad Co., 200
3
The defendant alternatively argues that the parties ‘‘did not clearly and
unambiguously agree to settle the dispute’’ and that the court’s failure to
hold an evidentiary hearing constituted reversible error. Because we con-
clude that there was no meeting of the minds between the parties, we do
not address those alternative claims.
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Conn. App. 660, 678, 240 A.3d 1056 (2020), aff’d, 341
Conn. 332, 267 A.3d 162 (2021); the process is still gov-
erned by various statutes with their attendant timelines
and potential penalty.4 Here, the defendant filed a valid
offer of compromise in accordance with § 52-193 and
Practice Book § 17-11. However, the plaintiff did not
satisfy the requirements for acceptance detailed in Gen-
eral Statutes § 52-194 and Practice Book § 17-12 before
the defendant filed a withdrawal of its offer. Because
the plaintiff failed to file a written acceptance of the
offer of compromise as is required by statute, and
because there was no issue raised on appeal regarding
the court’s determination that the objection to the with-
drawal of the offer of compromise was moot, our con-
sideration of the issues is not governed by the statutory
framework that controls an offer of compromise.
Rather, we consider only whether the court properly
granted the plaintiff’s motion to enforce a settlement
agreement.
Whether an enforceable settlement agreement has
been reached is a matter of law over which we exercise
plenary review. Here, ‘‘[t]he issue on appeal is whether
the communications between the parties constituted
an enforceable settlement agreement. . . . Because
the [defendant challenges] the trial court’s legal conclu-
sion that the [settlement] agreement was summarily
enforceable, we must determine whether that conclu-
sion is legally and logically correct and whether [it finds]
support in the facts set out in the memorandum of
A defendant is permitted to file an ‘‘offer of compromise’’ with the court
4

for a ‘‘sum certain’’; General Statutes § 52-193; after which the plaintiff will
have sixty days to file a written acceptance of the offer. General Statutes
§ 52-194. If a plaintiff fails to file the written acceptance prior to the sixty
day deadline, then ‘‘the offer shall be deemed to be withdrawn and shall
not be given in evidence.’’ General Statutes § 52-195 (a). Section 52-195 (b)
imposes a penalty on a plaintiff who fails to accept the offer of compromise
but ultimately recovers an amount equal or less than the initial offer. These
statutory provisions are echoed in Practice Book §§ 17-11 through 17-13.
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decision. . . . In addition, to the extent that the [defen-
dant’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 mis-
take has been committed. . . . In making this determi-
nation, every reasonable presumption must be given in
favor of the trial court’s ruling.’’ (Internal quotation
marks omitted.) Wittman v. Intense Movers, Inc., 202
Conn. App. 87, 98, 245 A.3d 479, cert. denied, 336 Conn.
918, 245 A.3d 803 (2021).
‘‘Whether a meeting of the minds has occurred is a
factual determination.’’ M.J. Daley & Sons, Inc. v. West
Haven, 66 Conn. App. 41, 48, 783 A.2d 1138, cert. denied,
258 Conn. 944, 786 A.2d 430 (2001). To resolve this issue,
we apply the clearly erroneous standard of review.
‘‘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 agree-
ment 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
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of mutual assent or mutual obligation. . . . This defini-
tion refers to fundamental misunderstandings between
the parties as to what are the essential elements or
subjects of the contract.’’ (Citations omitted; internal
quotation marks omitted.) Kinity v. US Bancorp, 212
Conn. App. 791, 824–25, 277 A.3d 200 (2022).
The requirement that the parties have a ‘‘meeting of
the minds’’ is ‘‘consistent with the objective theory of
contracts, that [t]he making of a contract does not
depend upon the secret intention of a party but upon
the intention manifested by his words or acts, and on
these the other party has a right to proceed.’’ (Internal
quotation marks omitted.) Connecticut Light & Power
Co. v. Proctor, 324 Conn. 245, 267–68, 152 A.3d 470
(2016). Therefore, the proper inquiry is ‘‘whether a rea-
sonable person in the defendant’s position’’ would have
relied on the plaintiff’s words and actions to proceed
on the belief that possession of the equipment was an
outstanding term of a settlement agreement that had
not yet been finalized. Id., 268.
A careful review of the record reveals that the parties
engaged in extensive, ongoing, out-of-court settlement
negotiations in their attempt to reach a finalized settle-
ment agreement. Both parties acknowledge that these
negotiations took place in oral and written form. There
are two documented offers made by the plaintiff to the
defendant that involved possession of the equipment,
both of which were communicated through email.5 The
first of these, on May 9, 2022, proposed that the defen-
dant pay $30,000 and allow the plaintiff to keep the
5
The record indicates that verbal communications and discussions also
took place regarding possession of the HVAC units. The defendant stated
that the parties ‘‘discussed verbally the return of the units on a number of
occasions and [that the defendant] had . . . conveyed . . . [the] desire to
have the units returned, if [they] were to reach a settlement.’’ The plaintiff
stated that these discussions took place when settlement amounts were
‘‘double’’ the monetary amount ultimately agreed upon.
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units. The second proposal was communicated on July
29, 2022, suggesting settlement for $25,000 and allowing
the defendant to ‘‘leave or take the units . . . . Let me
know . . . .’’ On August 17, 2022, the defendant filed
the offer of compromise with the court, then the same
day communicated that fact to the plaintiff by email.
The plaintiff countered that he wanted the defendant
to ‘‘double’’ the offer, which was a continuation of the
out-of-court settlement negotiations. After several addi-
tional email exchanges, the plaintiff stated: ‘‘I will take
the [$11,000] and move on. Put it together and I will
file the withdrawal of action.’’ The defendant’s counsel
acknowledged the email, stated that she ‘‘will get work-
ing on this,’’ and one week later communicated that
she would ‘‘get a draft settlement agreement to you
for comment this week.’’ Minutes after the defendant’s
counsel sent that email, the plaintiff replied stating that
he ‘‘junked the equipment.’’
In its memorandum of decision, the court stated that
‘‘the defendant did not condition its offer to settle the
dispute for $11,000 upon the return of the equipment.’’
However, when viewing the totality of the evidence
before the court, it is clear that the parties were engaged
in ongoing negotiations regarding the terms of the set-
tlement agreement, and both parties anticipated but
never finalized that agreement. Specifically, the plaintiff
created an outstanding offer that held open the term
of possession of the HVAC units until further direction
was given by the defendant by stating that ‘‘[t]hey can
leave or take the units . . . . Let me know . . . .’’
There is nothing in the record to indicate that the plain-
tiff revoked this offer prior to unilaterally disposing of
the units and notifying the defendant of his action thirty
days after agreeing to hold open that term. Further, it
is clear that both parties anticipated memorializing the
agreement in some type of writing,6 but the plaintiff
6
The record indicates that, when agreeing to accept the defendant’s
$11,000 offer, the plaintiff asked the defendant’s counsel to ‘‘[p]ut it together
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Martin v. Todd Arthurs Co.

disposed of the units prior to the agreement being
drafted.
In sum, the parties did not reach a binding and
enforceable contract because, on the basis of the record
before us, the terms of the agreement had not yet been
finalized. The agreement was still in the process of
being drafted and had not yet been completed, memori-
alized, or signed by either party. As a result of the
plaintiff’s creation of an outstanding offer regarding the
possession of the HVAC equipment, and the lack of
evidence resolving that offer, the parties did not reach
a meeting of the minds. The court’s finding that a sum-
marily enforceable agreement had been reached was
clearly erroneous.
II
The defendant next claims that the court abused its
discretion in declining to enforce a forum selection
clause after it determined that the defendant’s motion
to dismiss based on a lack of personal jurisdiction was
both untimely and that the defendant had waived its
ability to contest personal jurisdiction. The defendant
does not challenge the court’s rulings concerning timeli-
ness or waiver. Rather, for the first time on appeal, it
argues that the court should have conducted an analysis
to determine whether the forum selection clause con-
tained in the parties’ contract was reasonable and gave
effect to the parties’ expectations prior to denying the
motion.
‘‘It is well established that an appellate court is under
no obligation to consider a claim that is not distinctly
. . . .’’ The defendant’s counsel stated she would ‘‘get working on this and
[would] be back in touch soon,’’ then later stated she would ‘‘get a draft
settlement agreement to you for comment this week.’’ Taken together, these
email exchanges indicate that both parties anticipated a writing to memorial-
ize a settlement agreement.
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raised at the trial level. . . . The requirement that [a]
claim be raised distinctly means that it must be so stated
as to bring to the attention of the court the precise
matter on which its decision is being asked. . . . The
reason for the rule is obvious: to permit a party to raise
a claim on appeal that has not been raised at trial—
after it is too late for the trial court or the opposing
party to address the claim—would encourage trial by
ambuscade, which is unfair to both the trial court and
the opposing party.’’ (Emphasis in original; internal quo-
tation marks omitted.) Downing v. Dragone, 216 Conn.
App. 306, 327, 285 A.3d 59 (2022), cert. denied, 346
Conn. 903, 287 A.3d 601 (2023).

The record reflects that the defendant’s motion to
dismiss was premised on its assertion that the court
lacked subject matter jurisdiction due to the forum
selection clause in the contract between the parties. In
its order denying the motion to dismiss, the court stated
that the ‘‘forum selection clause in the parties’ agree-
ment does not, as the defendant suggests, implicate the
court’s subject matter jurisdiction, but rather lack of
personal jurisdiction.’’ The court then addressed the
defendant’s jurisdictional argument, ultimately denying
the motion because the defendant ‘‘waived . . . per-
sonal jurisdiction by filing its request to revise . . .
and because the motion is untimely.’’

Because the defendant failed to preserve its claim
on appeal before the trial court, we decline to review it.

The judgment is reversed only with respect to the
granting of the motion to enforce the settlement agree-
ment and the case is remanded for further proceedings
in accordance with this opinion; the judgment is
affirmed in all other respects.

In this opinion the other judges concurred.