Boyd-Mullineaux v. Mullineaux

B
***********************************************
    The “officially released” date that appears near the be-
ginning of each opinion is the date the opinion will be pub-
lished in the Connecticut Law Journal or the date it was
released as a slip opinion. The operative date for the be-
ginning of all time periods for filing postopinion motions
and petitions for certification is the “officially released”
date appearing in the opinion.

   All opinions are subject to modification and technical
correction prior to official publication in the Connecticut
Reports and Connecticut Appellate Reports. In the event of
discrepancies between the advance release version of an
opinion and the latest version appearing in the Connecticut
Law Journal and subsequently in the Connecticut Reports
or Connecticut Appellate Reports, the latest version is to
be considered authoritative.

   The syllabus and procedural history accompanying the
opinion as it appears in the Connecticut Law Journal and
bound volumes of official reports are copyrighted by the
Secretary of the State, State of Connecticut, and may not
be reproduced and distributed without the express written
permission of the Commission on Official Legal Publica-
tions, Judicial Branch, State of Connecticut.
***********************************************
             JENNIFER BOYD-MULLINEAUX v.
                 DANIEL MULLINEAUX
                      (AC 43509)
                Bright, C. J., and Alvord and DiPentima, Js.

                                  Syllabus

The plaintiff, whose marriage to the defendant had previously been dis-
   solved, appealed to this court from the decision of the trial court denying
   her postdissolution motion for contempt as to a claimed arrearage for
   unallocated alimony and child support, claiming that the court incor-
   rectly determined that she was not entitled to receive a percentage
   of profit distributions received by the defendant from his purchased
   membership interest in a company, P Co. The trial court found that the
   defendant received income from two sources: commission income as
   an employee of C Co., and distributions as a member of P Co. The
   court denied the plaintiff’s motion for contempt, concluding that the
   distributions that the defendant received from P Co. were not included
   in the defendant’s gross annual earned income from employment, as
   defined in the parties’ separation agreement. Held that the trial court
   properly denied the plaintiff’s motion for contempt because the distribu-
   tions received by the defendant as a member of P Co. were not included
   in the definition of gross annual earned income from employment as
   defined in the parties’ separation agreement: the evidence supported
   the court’s conclusion that the distributions were not derived from the
   defendant’s employment with C Co., including expert testimony that
   the defendant had paid for an equity interest in P Co., and that the
   income he received derived from that interest; moreover, there was no
   provision in the members’ agreement, which concerned distributions
   from P Co., that required members of P Co. to be employed by C Co.,
   the defendant purchased his membership interest in P Co. postdissolu-
   tion, and he receives distributions on that investment, and the separation
   agreement provides that all income received by the defendant due to
   his investment of certain assets shall not be considered in the definition
   of gross annual earned income from employment.
           Argued January 19—officially released April 6, 2021

                            Procedural History

   Action for the dissolution of a marriage, and for other
relief, brought to the Superior Court in the judicial dis-
trict of Stamford-Norwalk, where the court, Emons, J.,
rendered judgment dissolving the marriage and granting
certain other relief in accordance with the parties’ sepa-
ration agreement; thereafter, the court, M. Moore, J.,
denied the plaintiff’s motion for contempt, and the
plaintiff appealed to this court. Affirmed.
   Gary I. Cohen, for the appellant (plaintiff).
 Olivia M. Eucalitto, with whom, on the brief, was
Gaetano Ferro, for the appellee (defendant).
                          Opinion

   DiPENTIMA, J. The plaintiff, Jennifer Boyd-Mulli-
neaux, appeals from the decision of the trial court deny-
ing her postjudgment motion for contempt as to a
claimed arrearage for unallocated alimony and child
support. She claims that the court incorrectly deter-
mined that, according to the parties’ separation agree-
ment, she was not entitled to receive as unallocated
alimony and child support a percentage of profit distri-
butions received by the defendant, Daniel Mullineaux,
from his purchased membership interest in a company.
We affirm the judgment of the trial court.
   The following facts and procedural history are rele-
vant. The marriage of the parties was dissolved by the
court, Emons, J., in 2013, and the dissolution judgment
incorporated by reference the parties’ separation agree-
ment. Article III of the separation agreement provides
in relevant part that the defendant shall pay the plaintiff
unallocated alimony and child support based on per-
centages of his ‘‘Gross Annual Earned Income from
Employment’’ (earned income from employment).
(Internal quotation marks omitted.)
   Throughout the relevant time period, the defendant
was employed as a managing director by an investment
company, Liquidity Finance, LLC (LLC). In 2014, the
defendant accepted an appointment to become a mem-
ber of Liquidity Finance, LLP (LLP), and, over time, he
paid approximately $624,000 for his interest in the LLP.
He received distributions as a member of the LLP and
continued to earn commission income as an employee
of the LLC. The defendant did not include the distribu-
tions he received as a member in his earned income
from employment when calculating his support obliga-
tions. In June, 2018, the plaintiff filed a postjudgment
motion for contempt seeking an order of arrearage. In
this motion, she argued that she was entitled to an
arrearage because the distributions were related to the
defendant’s employment, and, therefore, were included
in the definition of earned income from employment
contained in the parties’ separation agreement. The
defendant filed an objection in which he argued that
the income in dispute was not earnings ‘‘related to [his]
employment,’’ and, therefore, was properly excluded
from his earned income from employment. (Internal
quotation marks omitted.)
  Following an evidentiary hearing, the court, M.
Moore, J., denied the motion for contempt. The court
concluded that the distributions that the defendant
received as a result of his membership in the LLP, which
he had expended significant funds to purchase, were
not included in the definition of earned income from
employment as defined by the parties’ separation agree-
ment. The plaintiff filed a motion for ‘‘reconsideration,
correction, and/or clarification . . . .’’ In response, the
court clarified that it had ruled on the plaintiff’s June,
2018 motion for contempt, and it denied the plaintiff’s
request to reconsider its order. This appeal followed.
  The plaintiff claims that the court incorrectly con-
cluded that the distributions, which the defendant
received as a result of his purchased interest in the
company that employed him as a manager, were not
included within the definition of earned income from
employment in the separation agreement.1 She con-
tends that the distributions paid to the defendant as a
result of his membership interest in the LLP must be
included in his earned income from employment
because the distributions arise from a source related
to the services rendered by the defendant by way of
past, current, or future employment. The defendant
argues that the distributions were not derived from his
employment with the LLC, and, therefore, the court
correctly determined that they were excluded from his
earned income from employment. We agree with the
defendant.
   The following principles guide our analysis. ‘‘Our
interpretation of a separation agreement that is incorpo-
rated into a dissolution decree is guided by the general
principles governing the construction of contracts. . . .
A contract must be construed to effectuate the intent
of the parties, which is determined from the language
used interpreted in the light of the situation of the
parties and the circumstances connected with the trans-
action. . . . [T]he intent of the parties is to be ascer-
tained by a fair and reasonable construction of the
written words and . . . the language used must be
accorded its common, natural, and ordinary meaning
and usage where it can be sensibly applied to the subject
matter of the contract. . . . Where the language of the
contract is clear and unambiguous, the contract is to
be given effect according to its terms. A court will not
torture words to import ambiguity where the ordinary
meaning leaves no room for ambiguity . . . . More-
over, the mere fact that the parties advance different
interpretations of the language in question does not
necessitate a conclusion that the language is ambigu-
ous.’’ (Citations omitted; internal quotation marks omit-
ted.) Eckert v. Eckert, 

285 Conn. 687

, 692, 

941 A.2d
301

(2008).
   In the present case, both parties agree that the separa-
tion agreement is clear and unambiguous as to the defi-
nition of earned income from employment contained
in paragraph 3.5, but disagree as to whether the distribu-
tions are included within that clear definition. ‘‘If the
language of a contract is clear and unambiguous, the
intent of the parties is a question of law, subject to
plenary review.’’

Id.
We agree that

the separation agreement clearly and
unambiguously defines earned income from employ-
ment as ‘‘any and all earnings of any nature whatsoever
actually received by the [defendant] in the form of cash
or cash equivalents, or which the [defendant] is entitled
to receive, from any and all sources relating to the
services rendered by the [defendant] by way of his past,
current or future employment . . . .’’ The separation
agreement specifies that earned income from employ-
ment includes but is not limited to: ‘‘[S]alary and bonus,
contract payments, commission payments, severance
payments, and voluntary payments made to qualified
and [nonqualified] retirement plans for his benefit, and
if applicable, disability benefits. All deferred compensa-
tion including, but not limited to, deferred cash compen-
sation, stock grants, stock units, and stock options shall
be deemed [earned income from employment] in the
year in which the [defendant] receives such items.’’ The
separation agreement expressly excludes from earned
income from employment ‘‘[c]apital [g]ains, interest and
dividends, and all other income earned by the [defen-
dant] due to his investment of assets distributed to him
in connection with this dissolution proceeding . . . .’’
  As found by the trial court, the defendant received
income from two sources: commission income as an
employee of the LLC, and distributions as a member of
the LLP. These moneys were received by the defendant
pursuant to the terms of two separate agreements, both
of which were admitted into evidence at the hearing
on the motion for contempt as full exhibits, specifically,
a service agreement, which governed the defendant’s
employment with the LLC, and a members’ agreement,
which concerned the distributions from the LLP. The
parameters of the defendant’s employment with the
LLC, as managing director, were set forth in the service
agreement, which provided a method of calculation of
the defendant’s compensation for his services. The
members’ agreement, which identified the defendant
as an initial member of the LLP, defined ‘‘[m]embers’’
as ‘‘any persons who are from time to time admitted
as members of the LLP in accordance with the terms
of this [a]greement and the [United Kingdom Limited
Liability Partnerships Act 2000]).’’ The members’ agree-
ment required members, also referred to as initial mem-
bers, to have made a specified capital contribution to
the LLP, and it provided that residual profits were to
be shared among the members in their ‘‘[r]elevant [p]ro-
portion . . . .’’
  The evidence presented at the hearing supported the
court’s conclusion that the distributions received by
the defendant from the LLP were not included in earned
income from employment because they were not prop-
erly included as ‘‘any and all earnings of any nature
whatsoever actually received by the [defendant] . . .
or which [the defendant] is entitled to receive, from
any and all sources relating to the services rendered
by the [defendant] by way of his past, current or future
employment . . . .’’ The defendant’s expert witness,
Mark Harrison, a certified public accountant, testified
that the formulaic calculation set forth in the service
agreement of how the defendant was to be paid for
his services as an employee did not change after he
purchased an equity interest in the LLP.2 Harrison fur-
ther testified that, pursuant to the members’ agreement,
the defendant paid for an equity interest and that ‘‘the
income that he receives by virtue of stock ownership
is solely as a result of an equity interest he acquired
by deploying his own capital . . . .’’ Contrary to the
plaintiff’s contention, the defendant’s testimony on
cross-examination that he was receiving distributions
as a result of his membership in the LLP and that no
one other than employees of the LLC were receiving
distributions as of the time of the hearing, does not
demonstrate that his distributions are related to his
employment. Rather, this testimony merely indicates
the source of the income, namely, his status as a mem-
ber of the LLP, and it provides details on the current
composition of its members.
   The plaintiff raises several arguments in support of
her contention that the profit distributions received by
the defendant arise from his employment, but none of
these arguments demonstrates that the distributions the
defendant receives as a member of the LLP are related
to his employment as a manager of the LLC. The plaintiff
contends that the defendant’s obligations as a member
pursuant to schedules 2 and 3 of the members’ agree-
ment are substantially the same as his obligations as a
manager pursuant to paragraph 2 of his service agree-
ment. These two agreements, she claims, are intended
to enhance the defendant’s cash income from the ser-
vices he renders to the LLC and the LLP as both an
employee and a partnership member. The claimed simi-
larity between the documents does not exist.3 There
is no provision in the members’ agreement requiring
members to be employed by the LLC, and the plaintiff
does not refer to any provision purporting to establish
such a requirement. Specifically, paragraph 16.1 of the
members’ agreement, which pertains to the admission
of new members, does not require employment by the
LLC as a prerequisite for becoming a member, but,
rather, it provides that ‘‘[a]ny person may at any time
be admitted as a [m]ember by agreeing to contribute
such amount of [c]apital . . . .’’
   The defendant purchased his membership interest in
the LLP postjudgment, and receives distributions as a
return on that investment. Paragraph 3.5 of the separa-
tion agreement clearly provides that ‘‘all other income
earned by the [defendant] due to his investment of
assets distributed to him in connection with this dissolu-
tion proceeding shall not be considered in the definition
of [earned income from employment] herein.’’ The court
correctly concluded that the return on the defendant’s
investment of the purchased membership interest in
the LLP is not related to his employment with the LLC,
and, therefore, is excluded from the definition of earned
income from employment.
  The plaintiff further argues that the members’ agree-
ment provides that, if the defendant leaves his employ-
ment with the LLC, his capital account would be paid
back to him and he would no longer qualify for further
profit distributions as a member of the LLP. This is
a misreading of the members’ agreement, as no such
provision regarding employment at the LLC exists.
Rather, the members’ agreement provides in paragraph
22.3.2 that a member who leaves the LLP shall have his
capital returned to him.
   Finally, the plaintiff contends that the underlying
facts of the present case are substantially similar to
those in Halperin v. Halperin, 

196 Conn. App. 603

, 

230
A.3d 757

(2020). In Halperin, the parties’ separation
agreement, which was incorporated by reference into
the dissolution judgment, provided that unallocated
support was to be paid based on a certain percentage
of, inter alia, the husband’s gross base income.

Id., 605

and n.1. The separation agreement in that case defined
income as the parties’ total income, which had been
historically listed on line 22 of the parties’ joint 1040
federal tax returns, and included all employment, busi-
ness, partnership, consulting or real estate income
whether received in cash or not.

Id., 607.

This court
concluded that the income received by the husband as
a result of an interest he acquired postjudgment in two
companies was included in the unallocated support cal-
culation, because such income or losses from S corpora-
tions and partnerships historically had been listed on
line 22 of the parties’ federal tax return. See

id., 609–20.

The facts in Halperin are distinguishable from those in
the present case. The separation agreement in Halperin
defined income for support purposes by reference to
line 22 of the parties’ federal tax return, which the
separation agreement in the present case does not do.
Rather, the separation agreement in the present case
defines income for support purposes as ‘‘any and all
earnings of any nature whatsoever actually received by
the [defendant] . . . or which [the defendant] is enti-
tled to receive, from any and all sources relating to the
services rendered by the [defendant] by way of his
past, current or future employment,’’ which is markedly
distinguishable from the separation agreement in Halp-
erin, which defined income by referring to a specific
line in the parties’ federal tax return.
  For the foregoing reasons, we conclude that the court
properly denied the plaintiff’s motion for an order find-
ing an arrearage. The distributions received by the
defendant were not included in the clear and unambigu-
ous definition of gross annual earned income from
employment, as set forth in the parties’ separation
agreement.
  The judgment is affirmed.
   In this opinion the other judges concurred.

   1
     The plaintiff does not challenge the court’s conclusion that the defendant
was not in wilful contempt of any court order.
   2
     The plaintiff does not claim that the defendant manipulated his salary
and member distributions to reduce his support obligation.
   3
     The plaintiff cites to schedules 2 and 3 of the members’ agreement and
quotes language purportedly from those provisions regarding the responsibil-
ities and duties of new members. Schedules 2 and 3 of the members’ agree-
ment do not contain language regarding the duties and responsibilities of
new members; rather, those sections pertain to ‘‘[d]etails of the LLP’’ and
‘‘[v]aluation of [u]nits,’’ respectively. The language relied on by the plaintiff
regarding ‘‘responsibilities’’ and ‘‘duties’’ is not contained within the mem-
bers’ agreement.

Add comment

By Tucker

Recent Posts

Recent Comments