Opinion
X10UWYCV106006776 X10UWYCV085015949 X10UWYCV085015948 X10UWYCV106010297 X10CV146024952
04-05-2016
Bonito Manufacturing, Inc. et al. v. WA445 Associates, LLC; Bonito Manufacturing, Inc. et al. v. JCD Associates, LLC et al.; JCD Associates, LLC v. Bonito Manufacturing, Inc. et al.; Bonito Manufacturing, Inc. et al. v. Peter Criscuolo, Jr. et al.; JCD Associates, LLC v. B& G Restorations, LLC et al
UNPUBLISHED OPINION
MEMORANDUM OF DECISION RE ENFORCEMENT OF SETTLEMENT AGREEMENT
Kari A. Dooley, J.
Preliminary Statement
At issue before the court is whether a global settlement agreement was entered into by and between the parties to these five lawsuits and if so whether it should be summarily enforced by this court.
Facts and Procedural Background
The litigation between these parties began 8 years ago. Eventually, there were five lawsuits brought, all stemming from the business relationship between James Bonito, Jackie D'Auria and Ralph Durante. Each of these individuals is affiliated with or controls other entities. For purposes of this decision, the court will reference the parties by the name of the individual, but any such reference includes the entities controlled by them as applicable. For example, D'Auria controls JCD Associates, LLC. Bonito owns or is affiliated with Bonito Manufacturing, Inc as well as several other entities named in these lawsuits. D'Auria, Durante and Bonito, collectively formed and owned WA445 Associates, LLC.
After years of failed efforts to resolve these cases, in January 2015, over the course of 5 days, the court heard evidence in three of the five pending matters. The remaining claims were to be tried to a jury following the rendering of the court's decisions in the courtside trials. In April 2015, the court issued decisions in two of those cases-- Bonito Manufacturing, Inc. v. JCD Associates, LLC, Dkt. No. CV 08-5015949, and JCD Associates, LLC v. Bonito Manufacturing, Inc. et al., Dkt. No. CV 08-5015948. In May of 2015, while the third decision was pending, and prior to the scheduling of a jury trial on the remaining claims and counts, the parties reported to the court that the cases had all settled as a result of a global mediation conducted by Judge Zemetis on May 8, 2015.
At that time, no party communicated anything contrary to the court. Indeed, no party communicated that the settlement was contingent, partial or that it otherwise left matters that were pending before this court unresolved. This court, therefore, did not render a decision in the matter tried but not yet decided. Although 120 days passed from the final briefing of that matter, no party thereto, Bonito or WA445 Associates, LLC, made inquiry of the court regarding whether or when the decision would be forthcoming.
Although the cases had all been reported settled, they remained on the court's docket for months. For docket management purposes, the court inquired of the parties as to the timing of the execution of the settlement. It was only at this juncture that the court learned that a disagreement had arisen between the parties regarding the settlement.
In light of these developments, the court convened all five cases for a status conference. At the status conference, Bonito and Durante took the position that an enforceable settlement agreement had been reached. JCD Associates, LLC claimed to the contrary. Therefore, the court scheduled a hearing pursuant to the authority discussed in Audubon Parking Associates Ltd. P'ship v. Barclay & Stubbs, Inc., 225 Conn. 804, 626 A.2d 729 (1993). Shortly before the hearing, JCD Associates, LLC filed a petition in the bankruptcy court, thereby staying four of the five matters before this court. In light of the global nature of the proposed settlement agreement, and the pendency of the Audubon hearing, the court entered a discretionary stay in the fifth matter. Eventually, JCD Associates' bankruptcy petition was dismissed. Upon receiving notification of same, the court re-scheduled the Audubon hearing for March 7, 2015.
Discussion
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. Gatz v. Southwest Bank of Omaha, 836 F.2d 1089, 1095 (8th Cir. 1988); see also J. Fischer, " Enforcement of Settlements: A Survey, " 27 Tort & Ins. L.J. 82, 92 (1991). " 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. A court's authority to enforce a settlement by entry of judgment in the underlying action is especially clear where the settlement is reported to the court during the course of a trial or other significant courtroom proceedings." Janus Films, Inc. v. Miller, 801 F.2d 578, 583 (2d Cir. 1986); see also Janneh v. GAF Corporation, 887 F.2d 432, 436-37 (2d Cir. 1989), cert. denied, 498 U.S. 865, 111 S.Ct. 177, 112 L.Ed.2d 141 (1990); Meetings & Expositions, Inc. v. Tandy Corporation, 490 F.2d 714, 717 (2d Cir. 1974).
In Janus Films, Inc. v. Miller, supra, at 583, Judge Newman, writing for the majority of the Second Circuit Court of Appeals, noted the important policy behind a court's power to enforce summarily a settlement agreement: " Due regard for the proper use of judicial resources requires that a trial judge proceed with entry of a settlement judgment after affording the parties an opportunity to be heard as to the precise content and wording of the judgment, rather than resume the trial and precipitate an additional lawsuit for breach of a settlement agreement. This authority should normally be exercised whenever settlements are announced in the midst of a trial."Audubon Parking Associates Ltd. P'ship v. Barclay & Stubbs, Inc., 225 Conn. 804, 811-12, 626 A.2d 729 (1993).
" 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 . . . The essence of that right [cannot] be vindicated effectively after the trial has occurred." (Internal citations omitted. Internal quotations omitted.) Id., 812. See also, Nanni v. Dino Corp., 117 Conn.App. 61, 64, 978 A.2d 531 (2009) (Court enforced oral settlement agreement finding terms clear and unambiguous, even though it had not been reduced to writing, as contemplated); See also, Hogan v. Lagosz, 124 Conn.App. 602, 613, 6 A.3d 112 (2010) (Trial court properly summarily enforced settlement agreement as clear and unambiguous); Vance v. Tassmer, 128 Conn.App. 101, 109-10, 16 A.3d 782 (2011) (Trial court's determination that settlement was reached and could be summarily enforced upheld).
" Contract language is unambiguous when it has a definite and precise meaning . . . concerning which there is no reasonable basis for a difference of opinion . . . The proper inquiry focuses on whether the agreement on its face is reasonably susceptible of more than one interpretation . . . It must be noted, however, that the mere fact that the parties advance different interpretations of the language in question does not necessitate a conclusion that the language is ambiguous . . . [A]ny ambiguity in a contract must emanate from the language used in the contract rather than from one party's subjective perception of the terms." (Internal citations omitted. Internal quotation marks omitted.) Vance v. Tassmer, supra, 128 Conn.App. at 110-11.
Preliminarily, at the hearing, JCD Associates, LLC requested the opportunity to present evidence. Where the alleged settlement agreement is oral, or otherwise not adequately memorialized, testimony and evidence would be needed. See, e.g., Nanni v. Dino Corp., supra, 117 Conn.App. at 66-67. However, in this case, after a full day of mediation, the court, the parties and counsel placed the terms of the settlement on the record. Indeed, settlement agreements are placed on the record so as to avoid, whenever possible, the claim that no settlement has been reached, or to avoid evidence on the issue, in the event the claim is advanced notwithstanding. See, Pitt v. Housing Alternatives for Retarded Today, LLC, 2009 WL 415615, at *2, 4 (Conn.Super.) (Jan. 29, 2009, Silbert, J.) (" The intention of the parties is more readily established if the agreement to settle is . . . placed on the record and the parties canvassed by the court." If judges and lawyers are more attuned to identifying cases where the agreement needs to be placed on the record, it would avoid later problems).
This court had the benefit of the May 8, 2015 transcript in advance of the hearing. A copy of the transcript is appended hereto. In light of this, the court indicated that it did not believe it needed testimony but allowed counsel to proceed by way of proffer. By way of proffer, counsel indicated that JCD Associates (D'Auria) did not intend to settle the litigation unless certain issues between D'Auria and Durante were also resolved. Although the agreement called for Bonito to transfer certain assets to D'Auria and Durante collectively, the allocation as between them was not decided. Also by way of proffer, counsel advised that D'Auria would not have agreed as claimed, because to do so was not in her best interest at the time, and in light of events which post-date the mediation and settlement. On the question of hearing more evidence, the court reserved decision.
The court indicated it would reconvene an evidentiary hearing if it thought it necessary to do so.
The court has reviewed the transcript and considered these claims. The court does not need additional evidence. As discussed below, the transcript clearly, unambiguously and unequivocally established that these five matters were to be settled notwithstanding the unresolved issues between D'Auria/JCD and Durante. No evidence on that issue is therefore necessary and the request is denied. Of note, to the extent the proffer involved evidence of events which post-date the settlement, such evidence would have been irrelevant to the issues presented. " 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." (Emphasis added.) DAP Financial Management Co. v. Mor-Fam Electric, Inc., 59 Conn.App. 92, 97-98, 755 A.2d 925 (2000).
A review of the transcript raises no ambiguities or concerns as to whether a settlement was reached or what its material terms included. After the court (Zemetis, J.) reviewed the essential terms of the settlement agreement, all counsel and parties were given an opportunity to identify other aspects of this settlement, any contingencies or hurdles to resolving all of these cases. Each indicated, with some minor corrections, that the court accurately outlined all of the terms of the settlement agreement. Indeed, even now, there does not appear to be any dispute as to those terms. Rather, the dispute is whether, at the time, this global settlement was contingent upon a resolution of the issues between D'Auria and Durante.
The transcript also reveals that all of the parties were aware that there was not yet agreement between Durante and D'Auria as to the allocation between them of the interests being transferred by Bonito or BMI. After a recitation of the terms of the agreement, a recitation which did NOT include any mention of the dispute between D'Auria and Durante, the following colloquy occurred:
THE COURT: . . . let me first canvass the lawyers. Counsel, anything we need to add?
[ COUNSEL FOR JCD ASSOCIATES/D'AURIA ]: No .
THE COURT: Jackie D'Auria, Ms. D'Auria, have you had a chance to hear all these terms and conditions?
MS. D'AURIA: Yes.
THE COURT: Do you understand them?
MS. D'AURIA: I do.
THE COURT: Is there anything you wish to change, any more time that you wish to have to discuss with your counsel?
MS. D'AURIA: I believe my understanding is the last piece of it would be for Mr. Durante and I to determine what would happen with the assets on Washington Avenue.
THE COURT: Thank you. We are going to exempt from any settlement agreement we're discussing, once Bonito Manufacturing Incorporated transfers any right, title and interest it may have in [the] 445 Washington Avenue, North Haven property to the co-owners of 445 or its designees, that you're not--we're not deciding whether that transfer will be in equal shares to Jackie D'Auria or her corporation or LLC or to Ralph Durante and its corporation or LLC. We don't know whether the Durante (sic) interest will be transferred all to D'Auria, all to Durante, split half and half or split in any other fashion, right?
[ COUNSEL FOR JCD ASSOCIATES/D'AURIA ]: That's correct, the Bonito interest .
THE COURT: The Bonito interest. So that's left undecided today.(Tr. pp: 12-14.) Notwithstanding counsel's express agreement with the court's observation that the issue is " exempted" from the settlement agreement, JCD Associates, LLC now argues that the allocation issue was a part of the settlement and that the settlement was not complete unless the issue was resolved. This strikes the court, in the words of Sir Winston Churchill, as " terminological inexactitude." The claim is belied by counsel's statements at the time of the settlement, D'Auria's statements at the time of the settlement and, perhaps most importantly, the fact that the issue in dispute is not joined in ANY of these five cases. Durante and D'Auria are not adversaries in any of these five cases. Neither would be required to release the other in connection with the issue in dispute. Indeed, placing these cases back on the court's docket would not result in this outstanding issue being resolved through litigation of these cases.
JCD Associates, LLC would ask this court to force the parties to prosecute and defend claims which are all addressed by a settlement agreement because of a subsequent disagreement between D'Auria and Durante, who are not adversaries in these cases. Proceeding in such a fashion strikes this court as ludicrous. The parties " contracted to avoid trial." See, Audubon Parking Associates Ltd. P'ship v Barclay & Stubbs, Inc., supra, 225 Conn. at 812.
It is clear that the parties intended to settle all outstanding issues pending before this court. " [We're trying to end all litigation by and between the parties arising out of the events described in the five different lawsuits that are before us." (Tr. p. 4-5.) See, Hogan v. Lagosz, supra., 124 Conn.App. at 616 (" The agreement, on its face, evinces an intent to settle this easement dispute between neighbors by establishing a right of way"). It does just that. Nothing precludes Durante or D'Auria from pursuing their respective positions regarding the allocation of Bonito's or BMI's interests in the rights, title or interests, transferred pursuant to the settlement. Judge Zemetis was clear, and the parties acknowledged, that this was the case. " A subsequent change of heart, sometimes referred to as " buyer's remorse, " will not invalidate a settlement agreement to which all parties unambiguously agreed at the time the agreement was made." Larry Pitt v. Housing Alternatives for the Retarded Today, LLC, 2009 WL 415615, at *2 (January 29, 2009, Silbert, J.). See also, Pinette v. Petosa, 2007 WL 969761 *3 (Conn.Super.) (March 21, 2007, Silbert, J.) (same).
The motion to enforce the settlement agreement is therefore GRANTED and it is ORDERED:
Bonito will effectuate the transfer of any right, title and interest in the Durham property to the remaining co-owners or their designee. (Tr. p. 7.)
Bonito will effectuate the transfer of any right, title and interest in WA445 Associates, LLC (and/or the North Haven property) to the remaining owners or their designee. (Tr. p. 6.)
The transfer may be made to an escrow agent in the absence of agreement between Durante and D'Auria as to the recipient of the transfer, thereby preserving their respective claims as to the allocation of the Bonito interest.
No party will make any claim against the property known as the " Bonito homestead" in North Haven, Connecticut. This property will be unaffected by the parties to these cases. (Tr. p. 7.)
D'Auria will sign the back of certain stock certificates from BMI and return those to BMI. (Tr. p. 12.)
The parties will execute general releases with respect to claims brought in all five cases. (Tr. p. 10.) As noted above, this does not require releases by and between D'Auria or her entities on the one hand, and Durante or his entities on the other.
Any claim for past payroll taxes by the IRS will remain exclusively the indebtedness of Bonito. (Tr. p. 8.)
The settlement also involved the payment to Bonito by another party, Criscuolo, of $50, 000.00, which funds were to be used to pay down sales taxes claimed to be due and owing from BMI to the State of Connecticut. That portion of the agreement is not included in this Order as that payment has already been made by Criscuolo and counsel for Bonito is holding the funds as anticipated in the settlement.
Unadjudicated claims will be withdrawn. (Tr. p. 14).
Judgments rendered will be marked " satisfied" or, by agreement, the parties can request the court to vacate a judgment in favor of a withdrawal of the action. (Tr. p. 9, 14.)
Whether the judgments would be " satisfied" or vacated and the matters withdrawn was left to the discretion of the parties. Bonito had no preference. JCD Associates, LLC indicated it would mark the judgment in the case bearing Dkt. No. ending 948 satisfied. Durante did not indicate his preference one way or the other.
Compliance is required within 30 days. This court retains jurisdiction over these matters for the purposes of enforcing this Order.
SO ORDERED.
APPENDIX TO DECISION DATED APRIL 5, 2016
THE COURT: Counsel, we're here in connection with a reported settlement on five different cases that are currently pending on the complex litigation docket before Judge Kari Dooley. And we've spent the afternoon as a continuation of a mediation we started several months ago. And I'm going to just recite the caption of one of our cases, though I have our court officer here and our court reporter who have the captions for all five cases, but it being one minute before five o'clock on a Friday afternoon, I'm going to be economic. So this is docket number UWY CV10-6010297, Bonito Manufacturing, Incorporated and James Bonito v. Peter J. Criscuolo, Jr. et al. That's one of the five cases. I'm not going to recite the dockets on the others. What we have reached agreement after all this--well, let me start here. Counsel, can you identify yourselves for the record? Let's start at the far end. ATTY. BERGLASS: Steven Berglass, Seeley & Berglass, for JCD Associates, Inc., in the 2014 matter. ATTY. SZCZESNY: Brett Szczesny, S-Z-C-Z-E-S-N-Y, from Halloran & Sage, for the defendant, Peter Criscuolo. ATTY. BURNS: Attorney Maureen Burns with Pellegrino Law Firm, and I represent Ralph Durante, Ralph Durante, Jr., as he's identified in some of the complaints, WA445 Associates, LLC as a defendant and a company called Edge Technology Services--I think it's Inc.--in one of the four cases. ATTY. RINI: Joseph Rini of Rini & Associates. I represent James Bonito and Bonito Manufacturing in all of the cases. THE COURT: In addition to counsel, I have here James Bonito. Mr. Bonito, if you would come forward, sir. Just identify your residence for our record. MR. BONITO: James Bonito, 630 Middletown Avenue, North Haven, Connecticut. THE COURT: And I have Jaclyn D'Auria. And I see you're sitting in your wheelchair and we chatted before. You have need of surgery, so I'm not going to ask you to come up here, but I'm understanding that Attorney Berglass is representing your interests, and he has discussed all the terms and conditions of the settlement with you, yes? MS. D'AURIA: I believe so. THE COURT: You believe so. I'll ask you at the end. All right. I'm going to try to recite the agreement, at least in principal, that we have. The way we've structured this is, we're trying to end all litigation by and between the parties arising out of the events described in the five different lawsuits that are before us. Two of the lawsuits Judge Dooley has already issued memorandums of decision on, and so those judgments are in place. I understand there's an appeal as to at least one of those judgments already. However, the way we've structured the resolution of all these cases is by the transfer of various interests in real estate and satisfaction of indebtedness. So let's start with--there's a piece of real estate on Washington Avenue. Can someone give me the exact address of that? ATTY. BURNS: 445 Washington Avenue, North Haven. THE COURT: It is currently owned by at least three different entities, one of which Mr. Bonito has the controlling interest in, yes? ATTY. BURNS: No. It's owned by an entity called WA445 Associates, LLC for which there are three members. THE COURT: One of those members is an LLC Mr. Bonito controls? ATTY. BURNS: Yes. THE COURT: So the agreement with regard to 445 Washington Avenue is, Mr. Bonito will transfer, through this entity that currently has ownership of it, all right, title and interest he and his LLC may have to whatever entities the remaining owners so designate that would be represented by Attorney Burns and Attorney Berglass. Because there's tax implications to be concerned, they have not yet identified the entities to whom Mr. Bonito's interests will be transferred, correct? ATTY. BURNS: Correct. ATTY. RINI: Just so it's extremely clear, the entity that is the member on the Bonito piece is Bonito Manufacturing, Inc. It's not an LLC, but it is the other plaintiff. THE COURT: Very good. So James Bonito, who is the principal behind Bonito Manufacturing, Incorporated, will transfer all right, title and interest that he may have or it may have in 445 Washington Avenue to the co-owners, as they are so designated. ATTY. RINI: Correct. THE COURT: With respect to a piece of property in Durham Connecticut, can you give me an address on that one? ATTY. BURNS: No. ATTY. RINI: It's actually, your Honor MR. BONITO: Madison Road. ATTY. RINI: It's the old Durham Rod and Gun Club parcel. It's two parcels owned by JRD Associates, LLC and DR& G Associates, LLC of which Dalima (phonetic spelling) Investments, LLC is the mortgagee and the managing member. There is an interest of Mr. Bonito personally in the two LLC's that own the underlying parcels. And as your Honor was about to say, that ownership interest would be transferred over to either Mr. Durante or Dalima Investment as instructed by counsel for them. THE COURT: So Mr. Bonito's interest in the Durham property be transferred to the co-owners of the Durham property as they so designate. All right. Now, in addition, Jim Bonito and his mom have what we're describing as the Bonito homestead, two pieces of property adjoining in North Haven on what road? MR. BONITO: Middletown Avenue. THE COURT: Those properties are going to remain in their current status unencumbered by any liens and actions by anyone else involved in our litigation to try to secure payment or judgment on any of the claims that have been asserted to date. MR. BONITO: There is James Bonito personal trust as well as Louise Bonito. THE COURT: Both of those pieces of property on Middletown Avenue, North Haven that are being described as the Bonito homestead are going to remain unaffected by the parties in this case. ATTY. RINI: Correct. THE COURT: I understand there is some mortgage--some IRS liens on those, but none of the parties in this case are going to negatively impact that title. ATTY. RINI: That's correct, your Honor. THE COURT: We have, in addition, a claim for past payroll taxes due. I understand the IRS is currently taking those payroll taxes out of Mr. Bonito's monthly Social Security allotment. That indebtedness is going to remain solely and exclusively Mr. James Bonito's, and I gather it will continue to be satisfied by monthly payments through deduction of his Social Security benefits. So that will be unaffected by this agreement. However, there's a State of Connecticut sales tax that is also being sought from Mr. Bonito's company. ATTY. RINI: Bonito Manufacturing, Inc. THE COURT: Bonito Manufacturing, Incorporated. And our best information is that that was initially about sixty thousand dollars. The information that I'm given it was currently being claimed to be something in the area of one hundred eight thousand dollars. We are in agreement that Mr. Criscuolo's principal will pay the sum of fifty thousand dollars, subject to confirmation of that. Counsel is here. He's nodding to me, but he doesn't yet have that confirmation, but believes that is his authority. But it being five o'clock on a Friday in the summertime, he simply can't confirm that. However, that sum is going to be paid to Attorney--to Mr. Bonito through Mr. Rini's office. Mr. Rini is going to agree to hold those funds, not distribute them to anyone except the State of Connecticut. I understand that's going to be done in conjunction with Attorney Anthony DeChello who is an expert and has been involved in this case and is an expert in sales tax matters. ATTY. RINI: That is our understanding, and I'll be holding it in my IOLTA trust account. THE COURT: The question that is before us and is not yet resolved is, Judge Dooley has issued two judgments. And counsel are not quite sure from a tax point of view and other tax planning points of view whether they wish to say those judgments are satisfied or whether they are going to jointly request Judge Dooley set aside that judgment and they simply withdraw the action. They are going to--counsel are going to think about the tax implications of that to their respective clients and make that decision. So either counsel are going to indicate the judgments are satisfactory, and there will be no further appeals and so forth that will end the cases, or they are going to jointly move to have Judge Dooley vacate the judgment and withdraw the actions. ATTY. RINI: Your Honor, again, part of the agreement is that there will be no reporting of debt forgiveness because the amount--without having any appraisals to determine value back and forth, we don't want to have IRS being reported that the debt was forgiven for hundreds of thousands less than it might be. THE COURT: Yes. Understood. And you made that clear to us all. So there's no one else in the room that has any intention of reporting the settlement for the complications you've indicated, but you're thinking ahead. Lastly, all the pending actions would then be withdrawn and general releases executed by and between the parties for any and all claims of any nature whatsoever rising out of or connected to any of the claims described in any of the five cases under which this settlement is captioned on. Have I accurately ATTY. BERGLASS: Just to clarify, your Honor, on the sales tax issue, neither Ms. Burns' clients nor my clients will have any liability whatsoever with regard to the sales tax issue, correct? THE COURT: I'm not able to say that the State of Connecticut isn't going to assert that. What I'm understanding right now is the State of Connecticut is sending a request for sales tax only to Bonito Manufacturing, Incorporated. MR. BONITO: That's correct. THE COURT: And that Attorney Szczesny is paying fifty thousand dollars through Attorney Rini's office, Mr. Bonito's counsel, and that fifty thousand will be held in the IOLTA account of Mr. Rini and distributed only to satisfy that payment. So I'm unable to say that the State of Connecticut would not be pursuing your clients, but our thought process is that the lien or claim would be fully satisfied with the payment of this fifty thousand dollars. ATTY. BERGLASS: So Bonito Manufacturing will not be making any claim against our clients in regard to the sales tax. THE COURT: Bonito Manufacturing won't be making any claims because they are going to execute a general release you fellows draw that's going to end all litigation from the beginning of time up to the time of the execution by and between the parties, as is described in any of the complaints. ATTY. RINI: Understood, your Honor. THE COURT: Anything related to the transactions described in the complaints are going to be released. So what we're looking for is the end of all litigation by and between the parties. ATTY. RINI: Lastly, Mr. Berglass and I are working out how we're going to take care of an issue of stock certificates. We'll work that out among ourselves, Bonito Manufacturing stock. So he and I will work that out amongst ourselves. THE COURT: I understood at one point Bonito Manufacturing, Inc. in their stock books had executed stock in favor of Jackie, never delivered to Jackie, but that there exist stock certificates with Jackie's name on it. And the agreement is Jackie will sign the back of those certificates indicating they can be returned to the corporation for whatever they are worth. And that will terminate that claim, such as it is. Mr. Bonito, you've heard my--let me first canvass the lawyers. Counsel, anything we need to add? ATTY. BERGLASS: No. ATTY. SZCZESNY: No. THE COURT: Mr. Bonito, did you understand all the terms and conditions we recited? MR. BONITO: I did. THE COURT: Are you in agreement? MR. BONITO: I am. THE COURT: Have you had ample time to talk with your counsel and think about these terms before you've agreed? MR. BONITO: I have, your Honor. THE COURT: Jackie D'Auria, Ms. D'Auria, have you had a chance to hear all these terms and conditions? MS. D'AURIA: Yes. THE COURT: Do you understand them? MS. D'AURIA: I do. THE COURT: Are you in agreement with them? MS. D'AURIA: Yes. THE COURT: Is there anything you wish to change, any more time that you wish to have to discuss with your counsel? MS. D'AURIA: I believe my understanding is the last piece of it would be for Mr. Durante and I to determine what would happen with the assets on Washington Avenue. THE COURT: Thank you. We are going to exempt from any settlement agreement we're discussing once Bonito Manufacturing, Incorporated transfers any right, title and interest it may have in 445 Washington Avenue, North Haven property to the co-owners of 445 or its designees, that you're not--we're not deciding whether that transfer will be in equal shares to Jackie D'Auria or her corporation or LLC or to Ralph Durante and its corporation or LLC. We don't know whether the Durante interest will be transferred all to D'Auria, all to Durante, split half and half or split in any other fashion, right? ATTY. BERGLASS: That's correct, the Bonito interest. THE COURT: The Bonito interest. So that's left undecided today. Is there anything else we need to tie up? Okay. Thank you very much. We've spent a great deal of time and energy on this. We finally found, I think, a solution. So all the cases will be either withdrawn or judgments will be satisfied. And Jonathan is going to report this to Judge Dooley so she can stop working on whatever decision she's working on over the weekend. I thank you all for your help and I'll look for confirmation email that just describes that the Criscuolo's insurer has agreed to pay. I'll look for you all to exchange releases. If you have problems, let me know. Thank you very much. (The matter was concluded.)