Taylor v. Guendelsberger
"[A] court cannot import into the agreement a different provision nor can the construction of the agreement be changed to vary the express limitations of its terms," pursuant to Pesino v. Atlantic Bank of New York, a 1998 decision of the Connecticut Supreme Court. The plaintiff lawyer, Kenneth Taylor, worked as a partner at the law firm of Guendelsberger, Collins, Henry and Guendelsberger for approximately 20 years. Advances were often used to pay court entry fees, marshal fees, expert fees and deposition fees. Some of the partnership agreements discussed the reimbursement of advances, which often took place years afterward, and other partnership agreements omitted this topic. A 2008 settlement agreement provided, "Taylor will be reimbursed by Guendelsberger and GCHG his share of the reimbursable expenses and costs referred to as 'various money advances' on certain files of [Guendelsberger and Taylor]." Taylor sued his former law firm, alleging it breached a settlement agreement and failed to account for and to reimburse advances, pursuant to the settlement agreement. "The settlement agreement," wrote the court, "gives the plaintiff a right to a percentage distribution of certain reimbursements that came to the defendants during the four year period after he left the firm." It did not, added the court, provide the plaintiff a right to a percentage of every amount of reimbursement that the defendants received during that period. The plaintiff did not possess the right to reimbursements for advances made during periods in which the partnership agreement did not clearly indicate the manner in which reimbursements would be distributed. The court was not persuaded that the settlement agreement was ambiguous, merely because it did not provide the plaintiff the right to reimbursements of certain funds that were advanced. The court denied the plaintiff's claim he should be allowed to present extrinsic evidence, to resolve ambiguities, and to supply missing terms. Additional terms were not required to comprehend the settlement agreement. The plaintiff, a sophisticated and experienced attorney, who was represented by counsel, signed a settlement agreement that he admitted that he comprehended. The court granted the defendant law firm's motion for summary judgment.