Rockstone Capital, LLC v. Caldwell

Citations

• 206 Conn. App. 801

Syllabus

The plaintiff sought to foreclose a mortgage on certain real property that was jointly owned by the defendants, C and D, who were domestic partners. The plaintiff purchased a line of credit that had been extended to C's business, W Co., and guaranteed by C. After the plaintiff brought a collections action against W Co. and C for nonpayment, the plaintiff, W Co., C and D entered into a settlement agreement in which, inter alia, the plaintiff agreed to forbear litigation and reduce the total amount of the indebtedness owed in exchange for W Co.'s and C's agreement to waive all defenses they had with respect to the agreement and to make regular payments on the debt. D guaranteed payment of the sums due under the settlement agreement on a nonrecourse basis, and C and D granted the plaintiff a mortgage against their respective interests in their residence to secure their obligations under the settlement agreement. After W Co. and C defaulted on their payment obligations, the plaintiff declared the entire outstanding balance immediately due and payable and brought a foreclosure action against the real property. C and D each pleaded separate special defenses. D claimed that she did not read the settlement agreement prior to executing the document and that she was not represented by counsel in connection with the same. The trial court granted the plaintiff's motion to strike C's special defenses but denied the plaintiff's motion with respect to D's special defenses. Follow- ing a bench trial, the trial court rendered a judgment of strict foreclosure in favor of the plaintiff against C but determined that, with respect to D, the settlement agreement was unconscionable and unenforceable. The trial court explained that the settlement agreement was both proce- durally and substantively unconscionable as to D due to, inter alia, the rushed nature of the closing, her lack of business acumen, her unawareness of the terms of the agreement, a lack of consideration, and the overly ha