Kerry Maggio v. James Parker The Sandwich Kings, LLC (d/B/A Jimmy John's) Republic-Vanguard Insurance Company And Metropolitan Property and Casualty Insurance Company , 250 So. 3d 874 ( 2018 )

Supreme Court of Louisiana
FOR IMMEDIATE NEWS RELEASE NEWS RELEASE #030
FROM: CLERK OF SUPREME COURT OF LOUISIANA
The Opinions handed down on the 27th day of June, 2018, are as follows:
BY CRICHTON, J.:
2017-CC-1112 KERRY MAGGIO v. JAMES PARKER; THE SANDWICH KINGS, LLC (D/B/A
JIMMY JOHN'S); REPUBLIC-VANGUARD INSURANCE COMPANY; AND
METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY (Parish of
Ascension)
In this matter, which is at the summary judgment phase, we are
called upon to decide whether a settlement which purports to
release “all other persons, firms, or corporations who are or
might be liable” applies to defendants who were not direct
parties to the settlement. For the reasons that follow, we find
that the defendants are not entitled to summary judgment, reverse
the opinion of the court of appeal, and remand for further
proceedings.
AFFIRMED.
WEIMER, J., dissents and assigns reasons.
GUIDRY, J., dissents and assigns reasons.
CLARK, J., dissents and assigns reasons.
HUGHES, J., additionally concurs and assigns reasons.
06/27/18
SUPREME COURT OF LOUISIANA
No. 2017-CC-1112
KERRY MAGGIO
VERSUS
JAMES PARKER; THE SANDWICH KINGS, LLC
(D/B/A JIMMY JOHN’S); REPUBLIC-VANGUARD INSURANCE
COMPANY; AND METROPOLITAN PROPERTY
AND CASUALTY INSURANCE COMPANY
ON SUPERVISORY WRITS TO THE TWENTY-THIRD JUDICIAL
DISTRICT COURT FOR THE PARISH OF ASCENSION
CRICHTON, Justice
In this matter, which is at the summary judgment phase, we are called
upon to decide whether a settlement which purports to release “all other persons,
firms, or corporations who are or might be liable” applies to defendants who were
not direct parties to the settlement. For the reasons that follow, we find that the
defendants are not entitled to summary judgment, reverse the opinion of the court of
appeal, and remand for further proceedings.
FACTS AND PROCEDURAL HISTORY
The pertinent facts of this case are largely undisputed. On January 14,
2015, plaintiff Kerry Maggio was injured in an automobile accident when his vehicle
was struck by a vehicle operated by James Parker, an employee of The Sandwich
Kings, LLC d/b/a Jimmy Johns (“Sandwich Kings”). The vehicle operated by Mr.
Parker was owned by Brenda Parker and insured by Louisiana Farm Bureau (“Farm
Bureau”).
1
On June 19, 2015, plaintiff filed a petition for damages naming as defendants:
Mr. Parker; Sandwich Kings, Mr. Parker’s employer, contending that Mr. Parker
was in the course and scope of his employment at the time of the accident; Republic-
Vanguard, Sandwich King’s automobile insurer; and Metropolitan Property
Casualty Insurance Company, plaintiff’s uninsured motorist insurer. Notably,
plaintiff did not name Brenda Parker or Farm Bureau as defendants.
Less than one month later, on July 6, 2015, plaintiff entered into a “Final
Release and Settlement of Claim” (“Release”) with Brenda Parker and Farm Bureau.
In exchange for Farm Bureau’s $25,000 policy limits, plaintiff executed a release
agreement which provides as follows:
FOR AND IN CONSIDERATION of the payment of $25,000.00 to
me/us in hand paid by Louisiana Farm Bureau Casualty Insurance
Company and Brenda Parker hereinafter called payor(s), the receipt of
which is hereby acknowledged, I/we Kerry Maggio address 2148
Cherokee St # B, Baton Rouge LA 70806-6605, being of lawful age,
do hereby release, acquit and forever discharge the said payor(s),
their agents and employees, and all other persons, firms or
corporations who are or might be liable, from any and all actions,
causes of action, claims, demands, damages, costs, loss of services,
loss of consortium, expenses, and compensation on account of or in
any way growing out of any and all known and unknown personal
injuries and property damage, resulting or to result from an
accident that occurred on or about 01/14/2015 by reason of an
automobile accident including any other claims that I/we may have
which arose at the time of or prior to such accident, and do hereby for
myself (or ourselves) heirs, executors, administrators, successors and
assigns, covenant with the said payor(s), their agents and employees,
and all other persons, firms or corporations which are or may be liable
to indemnify and save them harmless from all claims and demands,
costs, loss of services, loss of consortium, expenses and compensation
on account of or in any wise growing out of said accident or its results,
known and unknown, or prior claims, both to persons and property.
I/we know and understand that the injuries sustained may be permanent
and progressive and recovery therefrom is uncertain and indefinite and
there may be injuries or results of injuries not yet evident, recognized
or known and in making this release, I/we rely wholly upon my/our
judgment, knowledge and belief as to the nature, extent and duration of
said injuries and as to the questions of liability involved and have not
been influenced by any representations regarding the same; that the
claims are doubtful and disputed and the above consideration is
2
accepted in full compromise, accord and satisfaction thereof, and the
payment of said consideration is not an admission of liability.
I have read this Release or had it read to me and I understand it.
(Emphasis added.)
After obtaining a copy of the release, on March 30, 2016, Sandwich Kings
and Republic-Vanguard (“defendants”) filed a motion for summary judgment
contending that they were entitled to dismissal based upon the July 6, 2015 Release.
According to defendants, because the Release released “all other persons . . . who
are or might be liable” for the injuries plaintiff incurred as a result of the accident,
the Release had the effect of releasing defendants. Plaintiff opposed the motion for
summary judgment, arguing that defendants were not a party to the release and did
not provide any consideration for the release, and therefore, cannot claim a benefit
from it.
The district court denied defendants’ motion for summary judgment. The
defendants thereafter sought supervisory review with the court of appeal, which
denied the writ without comment. Defendants then applied for review to this Court.
We granted defendants’ writ application and remanded the matter to the court of
appeal for briefing, argument, and full opinion. Maggio v. Parker, 16-1988 (La.
12/16/16), 211 So. 3d 392. On remand, in a divided opinion, the court of appeal
found no error in the judgment of the trial court denying the defendants’ motion for
summary judgment. Maggio v. Parker, 16-1075 (La. 6/2/17), 2017 WL 2399358
(unpublished) (Theriot, J., dissenting). The majority reasoned that summary
judgment was inappropriate because defendants did not meet their burden of proving
that the release manifested a clear intention to benefit them as third party
beneficiaries. The dissenting judge disagreed, finding the language of the release
was clear and unambiguous and “offers no other conclusion than that the relators
had been released from liability.” Id., at p.13. We thereafter granted certiorari to
3
consider the correctness of the court of appeal’s ruling. 17-1112 (La. 10/27/17), 228
So. 3d 1224.
DISCUSSION
A motion for summary judgment is a procedural device used when there is no
genuine issue of material fact for all or part of the relief prayed for by a litigant. It is
reviewed on appeal de novo, with the appellate court using the same criteria that
govern the trial court’s determination of whether summary judgment is appropriate;
i.e., whether there is any genuine issue of material fact, and whether the movant is
entitled to judgment as a matter of law See, e.g., Dunn v. City of Kenner, 15-1175,
p.10 (La. 1/27/16), 187 So. 3d 404, 412. In ruling on a motion for summary
judgment, the judge’s role is not to evaluate the weight of the evidence or to
determine the truth of the matter, but instead to determine whether there is a genuine
issue of triable fact. All doubts should be resolved in the non-moving party’s
favor. Hines v. Garrett, 2004-0806 (La. 6/25/04), 876 So. 2d 764, 765. A fact is
material if it potentially ensures or precludes recovery, affects a litigant’s ultimate
success, or determines the outcome of the legal dispute. A genuine issue is one as to
which reasonable persons could disagree; if reasonable persons could reach only
one conclusion, there is no need for a trial on that issue and summary judgment is
appropriate. Id. at 765-66.
In their motion for summary judgment, defendants assert that the clear and
unambiguous language in the release discharged all persons, whether or not
signatories to the release, who were or could be liable to plaintiff for any and all
claims arising out of the January 14, 2015 accident. As set forth above, the release
specifically named Farm Bureau and Brenda Parker, and their agents and employees,
but also included broad language, stating “all other persons, firms or corporations”
4
were released from liability for the January 14, 2015 accident. According to
defendants, under La. Civ. Code art. 2046, because the release is clear and
unambiguous, parol evidence cannot be used to determine the intent of the parties.
“A compromise is a contract whereby the parties, through concessions made
by one or more of them, settle a dispute or an uncertainty concerning an obligation
or other legal relationship.” La. Civ. Code art. 3071. The compromise instrument is
governed by the same general rules of construction applicable to contracts. Brown
v. Drillers, Inc., 93-1019 (La. 1/14/94), 630 So. 2d 741, 748. Therefore, in
interpreting a contract, the analysis must start with the premise that legal agreements
have the effect of law upon the parties and that the courts are bound to give legal
effect to all such contracts according to the true intent of the parties. Leenerts Farms,
Inc. v. Rogers, 421 So. 2d 216 (La. 1982). See also Brown, 630 So. 2d at 748 (a
compromise “must be interpreted according to the parties’ true intent”). This
principle is enshrined in the Civil Code, which states: “A compromise settles only
those differences that the parties clearly intended to settle, including the necessary
consequences of what they express.” La. C.C. art. 3076.
Accordingly, when the words of the settlement agreement are clear and
explicit and lead to no absurd consequences, no further interpretation may be made
in search of the parties’ intent. C.C. art 2046. However, Louisiana courts have
crafted a jurisprudential exception to the extrinsic evidence rule for compromise
agreements. When a dispute arises as to the scope of a compromise agreement,
“extrinsic evidence can be considered to determine exactly what differences the
parties intended to settle.” Brown, 630 So. 2d at 749. As this Court unanimously
remarked in Brown, an opinion authored by Justice Pike Hall, a “long line of
jurisprudence holds that a general release will not necessarily bar recovery for those
aspects of a claim not intended by the parties to be covered by the release.” Id. Intent
5
is determined by reading the compromise instrument “in light of the surrounding
circumstances at the time of execution of the agreement.” Id. at 748-49. The parties
to a release instrument are therefore “permitted to raise a factual issue as to whether
unequivocal language in the instrument was intended to be unequivocal.” Id.
In interpreting this jurisprudential rule, courts have cautioned that, absent
some substantiating evidence of mistaken intent, no reason exists to look beyond the
four comers of the instrument to ascertain intent. Brown, 630 So. 2d at 749.
Therefore, utilizing a case-by-case analysis, Louisiana courts have limited the
application of the extrinsic evidence exception to cases in which substantiating
evidence is presented establishing either (1) that the releasor was mistaken as to what
he or she was signing, even though fraud was not present; or (2) that the releasor did
not fully understand the nature of the rights being released or that the releasor did
not intend to release certain aspects of his or her claim. Id. When the factual
circumstances surrounding the execution of the release instrument do not fall within
either of the above categories, Louisiana courts have applied the general rule of
construction in La. Civ. Code art. 2046 and have not hesitated to confine their
analysis to the four corners of the instrument. Brown, 630 So. 2d at 749.
With these principles in mind, we turn to the terms of the Release in this case,
the nature of the substantiating evidence presented, and circumstances surrounding
the signing of the Release. As an initial matter, the Release unambiguously released
“all other persons, firms or corporations who are or might be liable from any and all
actions, causes of action, claims, demands, damages, costs, loss of services, loss of
consortium, expenses, and compensation on account of or in any way growing out
of any and all known and unknown personal injuries and property damage, resulting
or to result from an accident that occurred on or about 01/14/2015.” Defendants
argued that this broad language released them from any liability they may have had
6
to plaintiff. Therefore, plaintiff must offer substantiating evidence of mistaken intent
to oppose summary judgment.
Circumstances unique to this case surrounding the signing of the document
give rise to an issue of fact regarding intent sufficient to defeat summary judgment.
First, the released parties, Farm Bureau and Brenda Parker, were not made
defendants in the lawsuit. In other words, the Release was negotiated with potentially
liable parties who were not involved in the litigation. Second, the Release was signed
just weeks after the lawsuit was filed, and yet the Release did not expressly include
defendants. Indeed, defendants were not involved in the Release negotiations and
contributed nothing to the settlement. Third, plaintiff did not dismiss the lawsuit
against defendants after the Release was signed. Rather, defendants and plaintiff
engaged in discovery that lasted for several months after to the signing. Plaintiff has
therefore satisfied his burden to introduce extrinsic evidence under Brown to
determine “exactly what differences the parties intended to settle” and whether the
language of the Release “was intended to be unequivocal.” Brown, 630 So. 2d at
749. We express no opinion here as to whether this evidence establishes mistaken
intent outside of the summary judgment context. We merely find that the evidence
raises a genuine issue of material fact regarding the intent of the parties. See La. C.
Civ. P. art. 966(C).
Additionally, we note that defendants, at this stage of the proceedings, have
not demonstrated that a third-party benefit was conferred upon them such that
summary judgment is warranted. Pursuant to La. C.C. art. 1978, “[a] contracting
party may stipulate a benefit for a third party” who is not named in the contract; in
Louisiana, such a contract for the benefit of a third party is called a “stipulation pour
autri.” See Joseph v. Hosp. Serv. Dist. No. 2 of Parish of St. Mary, 05-2364, p.9 (La.
10/15/06), 939 So. 2d 1206, 1212. A stipulation pour autrui is never presumed. Id.
7
There are three criteria for determining whether contracting parties have provided a
benefit for a third party: 1) the stipulation is “manifestly clear”; 2) there is certainty
as to the benefit provided the third party; and 3) the benefit is not a “mere incident
of the contract between the promisor and the promisee.” Id. In short, the “most basic
requirement” of a stipulation pour autrui is that the contract manifest a clear intention
to benefit the third party; absent such a clear manifestation, a party claiming to be a
third party beneficiary cannot meet his burden of proof. Id. (citations omitted).
This Court has recognized that summary judgment “is rarely appropriate for
a determination based on subjective facts such as intent, motive, malice, knowledge
or good faith.” Penalber v. Blount, 550 So. 2d 577 (La. 1989). Considering the fact-
intensive nature of the inquiry for determining third-party beneficiary status, we find
the lower courts reached the correct result in denying defendants’ motion for
summary judgment insofar as they claim that the Release manifested a clear
intention to benefit them as third-party beneficiaries.
DECREE
For the reasons assigned, we affirm the judgments of the trial court and court
of appeal denying the motion for summary judgment of defendants Sandwich Kings,
LLC and Republic-Vanguard Insurance Company. The matter is remanded for
further proceedings.
AFFIRMED
8
06/27/18
SUPREME COURT OF LOUISIANA
NO. 2017-CC-1112
KERRY MAGGIO
VERSUS
JAMES PARKER; THE SANDWICH KINGS, LLC
(D/B/A JIMMY JOHN’S); REPUBLIC-VANGUARD
INSURANCE COMPANY; AND METROPOLITAN PROPERTY
AND CASUALTY INSURANCE COMPANY
ON SUPERVISORY WRITS TO THE TWENTY-THIRD JUDICIAL DISTRICT COURT
FOR THE PARISH OF ASCENSION
WEIMER, J., dissenting.
I concur in the dissent of Justice Clark in this matter and write separately only
to offer additional comments.
In my opinion, the fundamental flaw in the majority opinion is that it eschews
civil law principles that recognize the supremacy of legislation1 and embraces a
jurisprudential pronouncement (Brown v. Drillers, Inc., 93-1019 (La. 1/14/94), 630
So. 2d 741) when a specific codal provision governs the resolution of this case.
Specifically, La. C.C. art. 2046 provides:“When the words of a contract are clear and
explicit and lead to no absurd consequences, no further interpretation may be made
in search of the parties’ intent.”
The applicability of this codal provision is implicitly acknowledged with the
declaration that the “Final Release and Settlement of Claim” at issue herein
“unambiguously released ‘all other persons, firms or corporations who are or might
1
See La. C.C. art. 2 (“Legislation is a solemn expression of the legislative will.”); La. C.C. art. 1,
1987 Revision Comment (c) (“In Louisiana, as in other civil law jurisdictions, legislation is superior
to any other source of law.”).
be liable from any and all actions, causes of action, claims, demands, damages, costs,
loss of services, loss of consortium, expenses, and compensation on account of or in
any way growing out of any and all known and unknown personal injuries and
property damage, resulting or to result from an accident that occurred on or about
01/14/2015.’” Maggio v. Parker, 17-1112, slip op. at 6 (La. 6/ /18) (emphasis
added). With this acknowledgment, the inquiry should have ended.
Nevertheless, under the guise of following the jurisprudential “exception” to
the clear directive of La. C.C. art. 2046 recognized in Brown, an examination is made
of the factual evidence to determine “whether unequivocal language in the instrument
was intended to be unequivocal.” Maggio, supra (quoting Brown, 630 So. 2d at 749),
emphasis added. This language from Brown represents a form of judicial “double
speak,” which evades and erodes the provisions of La. C.C. art. 2046. (After all,
“unequivocal” or “unambiguous” language2 is certainly, by any definition of the term,
“clear and explicit” language, which should trigger application of La. C.C. art. 2046,
and its directive that when the words of a contract are clear and explicit, “no further
interpretation may be made in search of the parties’ intent.”) The resort, in this case,
to jurisprudence over directly applicable codal authority is at odds with Louisiana’s
civil law heritage.
2
Synonyms for unequivocal (“not subject to misinterpretation or to more than one interpretation”)
include: “clear, clear-cut, crystal clear, decided, ... evident, obvious, open-and-shut, ... plain,
straightforward, ... unambiguous, unambivalent, unmistakable.” See MERRIAM-WEBSTER
THESAURUS at merriam-webster.com (online 6/18/2018). Words related to unequivocal include:
“comprehensible, ... graspable, ... understandable, ... simple, ... uncomplicated, ... discernible, ...
black-and-white, explicit, ... well-defined, ... [and] readable.” Id. The words “clear” and “explicit”
are used in La. C.C. art. 2046.
While no relevant “absurd consequences” from the application of La. C.C. art. 2046 in this case
have been noted, a complete, full, and final release of Brenda Parker and “all other persons, firms
or corporations who are or might be liable” would protect her from a potential third-party claim
based on negligent entrustment.
2
Moreover, that reliance on jurisprudence is unnecessary, as Brown is clearly
distinguishable from the instant case. In Brown, the plaintiff, Buell Brown, filed suit
against numerous defendants, seeking damages for injuries resulting from his fall
from a drilling rig. Mr. Brown’s wife later asserted a loss of consortium claim.
Subsequently, the parties entered into a settlement, whereby the Browns released their
claims against the defendants and dismissed their lawsuit. Five years later, Mr.
Brown died as a result, at least in part, of the injuries he sustained in his fall, and his
widow filed a wrongful death action. The defendants moved for summary judgment,
arguing that the wrongful death action was barred under the terms of the release.
Mrs. Brown opposed the motion, arguing that she never intended to dismiss her
wrongful death claims, as she did not expect Mr. Brown to die from his injuries.
Brown clearly arose under unique facts, as the wrongful death claim in that
case did not accrue until long after the settlement was confected. Unlike Brown,
where the issue before the court was whether a release confected while an injured
party was still alive extended to the future, uncontemplated wrongful death action of
his widow and minor child, this case involves a plaintiff who was obviously aware
of his claims against the instant defendants, as he filed suit on June 19, 2015, alleging
that James Parker, The Sandwich Kings LLC, Republic-Vanguard Insurance
Company, and Metropolitan Property Casualty Insurance Company were liable for
the damages he suffered as a result of the accident, and entered in the settlement with
Farm Bureau and Brenda Parker less than one month later.
Nevertheless, under the aegis of following Brown, an attempt is made to
identify “[c]ircumstances unique to this case surrounding the signing of the document
[that] give rise to an issue of fact regarding intent.” Maggio, slip op. at 7. While,
admittedly, the circumstances identified are unique to this case, many of the cited
3
circumstances are ultimately irrelevant. For example, it is of no moment that the
defendants were not specifically named in the release document, as that document
expressly, explicitly, and clearly extends the release to “all other persons, firms or
corporations who are or might be liable.” It is equally of no moment that the
defendants did not participate in the settlement negotiations or contribute any money
towards the settlement because, as third party beneficiaries of the release, there is no
requirement that the defendants furnish consideration for that release. See J. Denson
Smith, Third Party Beneficiaries in Louisiana: The Stipulation Pour Autrui, 11
Tul.L.Rev. 18 (1936-1937).3
Moreover, there are other circumstances unique to this case that are not
mentioned and that are, in my mind, significant. Foremost among those is the fact
that the plaintiff signed the release directly below the following sentence, appearing
in bold print in the document: “I have read this Release or had it read to me and
understand it.” Justice Clark observes in his dissent what has been recognized for
over a century: “signatures to [a document] are not mere ornaments,” which statement
reflects the principle of Article 2046. See Boullt v. Sarpy, 30 La.Ann. 494, 495 (La.
1878). A party who signs a written instrument is presumed to know its contents and
cannot avoid its obligations merely by protesting that he did not understand the
provisions. Maggio, slip. op. at 2-3 (Clark, J., dissenting). This principle especially
holds true in a case, such as this one, where the plaintiff had the advice and
endorsement of counsel, who signed the document directly below the plaintiff. If the
3
As Professor Smith explains:
There is nothing in the laws of this State or in the civil law background to our Code
to indicate in any fashion that a third party beneficiary must furnish anything in the
nature of consideration for the promise in his favor. The “consideration” for the
promise is furnished by the promisee and the promise is binding for this reason.
Smith, Third Party Beneficiaries in Louisiana: The Stipulation Pour Autrui, 11 Tul.L.Rev. at 51.
4
plaintiff did not wish to release his claims against the defendants herein, he could
have simply refused to sign the release as written or inserted a reservation of rights
clause. He did neither.
The situation in which the plaintiff finds himself as a result of his failure to
reserve his rights against the defendants herein is not an unsympathetic one.
However, the resolution of this case, on the thin case of “unilateral mistake”
presented by the plaintiff,4 threatens to upset all compromises going forward and
wreak havoc on the law favoring compromises. That resolution, moreover, is
unnecessary, as it resorts to jurisprudence when there is a civil code article directly
on point, which provides the solution to the issue presented. Because there are no
relevant facts at issue, the matter should be resolved as a matter of law.
Finally, the document at issue is entitled “Final Release and Settlement of
Claim.” The result of the majority’s resolution of this case is that there will now be
a trial on the issue of intent, a trial which subverts the release’s entire purpose–to
clearly and explicitly conclude this litigation. The document entitled “Final Release
and Settlement” is not now in any way final. (Emphasis added.)
I respectfully dissent from the majority opinion.
4
Basically, the only fact presented by the plaintiff in favor of his position that he did not intend to
release the defendants herein is that, following execution of the release, he continued to engage in
discovery and did not dismiss his lawsuit against the defendants. However, as noted previously,
weighed against this consideration is the fact that the plaintiff signed the release fully aware of his
claim against the defendants, having filed suit a few weeks earlier. Given the clear and unequivocal
language of the release, the only reasonable explanation for the plaintiff’s subsequent conduct is that
he simply did not read the release, despite his representations to the contrary. While unfortunate,
it is not the role of the courts to relieve individuals of their own bad bargains. Lama v. Manale, 218
La. 511, 515, 50 So. 2d 15, 16 (1950).
5
06/27/18
SUPREME COURT OF LOUISIANA
No. 2017-CC-1112
KERRY MAGGIO
VERSUS
JAMES PARKER; THE SANDWICH KINGS, LLC
(D/B/A JIMMY JOHN'S); REPUBLIC-VANGUARD INSURANCE
COMPANY; AND METROPOLITAN PROPERTY
AND CASUALTY INSURANCE COMPANY
ON SUPERVISORY WRITS TO THE TWENTY-THIRD JUDICIAL
DISTRICT COURT FOR THE PARISH OF ASCENSION
GUIDRY, J., dissents and assigns reasons.
I respectfully dissent from the majority opinion for the reasons assigned by
Justice Clark.
06/27/18
SUPREME COURT OF LOUISIANA
No. 2017-CC-1112
KERRY MAGGIO
VERSUS
JAMES PARKER; THE SANDWICH KINGS, LLC
(D/B/A JIMMY JOHN'S); REPUBLIC-VANGUARD INSURANCE
COMPANY; AND METROPOLITAN PROPERTY
AND CASUALTY INSURANCE COMPANY
ON SUPERVISORY WRITS TO THE TWENTY-THIRD JUDICIAL
DISTRICT COURT FOR THE PARISH OF ASCENSION
Clark, Justice, dissents and assigns reasons.
For the reasons that follow, I respectfully dissent from the majority opinion.
In this matter, we are asked to determine whether the unambiguous language of a
compromise must be enforced as written. In conformity with established law, I
answer affirmatively. As an initial (and notable) matter, the majority recognizes that
the language of the contract is indeed unambiguous. However, it relies on a
jurisprudential exception that allows extrinsic evidence to be considered to glean the
parties’ intent in entering into the contract and the scope of the matters compromised.
See Brown v. Drillers, Inc., 93-1019 (La. 1/14/94), 630 So. 2d 741. In order to take
advantage of this exception, the releasor must (1) have either been mistaken as to
what he/she was signing or (2) not have fully understood the nature or the extent of
the rights he/she was releasing. Id. I believe the majority’s reliance on Brown to
justify the examination of extrinsic evidence is against the very language therein
which instructs courts to “confine their analysis to the four corners of the instrument”
when the above categories are not met. For the following reasons, I do not believe
1
the Brown exception should have been invoked, and, accordingly, I find any
resulting consideration of parol evidence is inappropriate
First, I note that at the time the July 6, 2015 release was signed, the record
reveals that plaintiff was aware of his claim against the Sandwich King defendants,
having just filed suit against them in the preceding weeks. The provision of the
compromise which released “all other persons, firms or corporations who are or
might be liable” is neither confusing nor ambiguous. A reasonable person signing a
compromise with such language, knowing that he or she had just recently filed a
lawsuit against defendants who were allegedly liable, would know that this provision
would have the effect of releasing these defendants. Plaintiff now contends he did
not fully understand the nature of the rights he was releasing; however, such a
contention does not change the fact that he signed the release, which contained a
provision that stated, “I have read this Release or had it read to me and understand
it.” In Aguillard v. Auction Management Corp., 04-2804, p. 23 (La. 6/29/05), 908
So. 2d 1, 17, this court explained that a person who signs a written instrument is
presumed to know its contents:
It is well settled that a party who signs a written instrument
is presumed to know its contents and cannot avoid its obligations
by contending that he did not read it, that he did not understand it,
or that the other party failed to explain it to him. See, e.g., Tweedel
v. Brasseaux, 433 So. 2d 133, 137 (La. 1983) (stating: “The
presumption is that the parties are aware of the contents of writings to
which they affixed their signatures . . . The burden of proof is upon
them to establish with reasonable certainty that they have been
deceived.” “If a party can read, it behooves him to examine an
instrument before signing it; and if he cannot read, it behooves him to
have the instrument read to him and listen attentively whilst this is
being done.”) [emphasis added].
To allow a party to circumvent the provisions to which he contractually
agreed, merely by protesting that he did not understand the provisions, undermines
2
the essence of compromise agreements and could result in the real undoing of
Louisiana contract law. As we explained in Lama v. Manale, 218 La. 511, 515 50
So. 2d 15, 16 (1950):
Where there is a clause in a contract, and that clause is the
agreement of the parties, the defense of a lack of knowledge of its
existence is untenable. Courts are not created to relieve men of their
bad bargains made. Where a clause of a contract is clear and
unambiguous, “the letter of it should not be disregarded, under the
pretext of pursuing the spirit.” [emphasis added].
If the plaintiff wished to reserve his claims against the Sandwich King
defendants he either could have declined to sign the release as written or inserted a
reservation of rights. The plaintiff’s subsequent representation that he was unaware
of the broad scope of the provision, while potentially true and sympathetic, does not
merit an abandonment of established Louisiana contract law, which requires clear
and unambiguous language of contracts to be honored.
Second, the majority’s willingness to wander outside of the four corners of
the document in search of the party’s intent is in contravention of previous cases,
which have held similar releases to be clear and explicit (See Baudoin v. Montoya,
07-910 (La. App. 3 Cir. 1/30/08), 974 So. 2d 877, writ denied, 08-479 (La. 5/2/08),
979 So. 2d 1284 (expansive language in a settlement agreement settled and dismissed
all claims against anyone arising out of an automobile accident, regardless of
whether they were signatories to the settlement); Hudson v. Progressive Sec. Ins.
Co., 43,857 (La. App. 2 Cir. 12/10/08), 1 So. 3d 627, writ denied, 09-235 (La.
3/27/09), 5 So. 3d 148 (broad language contained in a settlement agreement evinces
intent to dismiss all claims against anyone arising out of the accident); Silva v. State
Farm Mut. Auto. Ins. Co., 09-686 (La. App. 5 Cir. 3/23/10), 38 So. 3d 934, writ
denied, 10-932 (La. 6/25/10), 38 So. 3d 342 (holding a broad release was clear and
3
unambiguous and evidenced an intent to release all parties liable for the accident);
Palmer v. Walker, 09-756 (La. App. 5 Cir. 1/12/10), 31 So. 3d 443 (plaintiff’s failure
to specifically reserve rights in a settlement agreement results in the release of all
non–settling parties, including employers and insurers); Migliore v. Traina, 474
So. 2d 980 (La. App. 5 Cir. 1985) (finding release language is so broad it clearly
covers any liability of any persons whatsoever arising from the accident, in the
absence of any attempt to limit the broad language of the release).
Based on the foregoing, I do not believe that either of the trigger requirements
have been met to employ the Brown exception. Thus, based on the clear language
of the settlement, the compromise should be enforced as written with no further
consideration of extrinisic evidence.
Last, I disagree with the majority’s view that the existence of a stipulation
pour autrui cannot be established via summary judgment in this case. I find that all
requirements for a third-party beneficiary contract are satisfied. (See, Joseph v.
Hospital Service Dist. No. 2 of Parish of St. Mary, 05-2364, p. 9 (La. 10/15/06), 939
So. 2d 1206, 1212, wherein the criteria are succinctly set forth.) Clearly the
stipulation for a third party is manifestly evident, as the compromise explicitly
provides for the release of “all other persons, firms, or corporation who are or might
be liable.” There is certainty as to the benefit provided the third party, as the
compromise releases the third parties from further liability. Finally, the benefit is
not a mere incident of the contract between plaintiff and Brenda Parker/Farm
Bureau, but is in fact a separate and specific provision releasing all other persons.
Accordingly, I would reverse and render judgment in favor of the defendants.
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06/27/18
SUPREME COURT OF LOUISIANA
No. 2017-CC-1112
KERRY MAGGIO
VERSUS
JAMES PARKER; THE SANDWICH KINGS, LLC (D/B/A JIMMY
JOHN’S); REPUBLIC-VANGUARD INSURANCE COMPANY; AND
METROPOLITAN PROPERTY AND CASUALTY INSURANCE
COMPANY
ON SUPERVISORY WRITS TO THE TWENTY-THIRD JUDICIAL
DISTRICT COURT FOR THE PARISH OF ASCENSION
Hughes, J., additionally concurring.
Civil Code article 3075 provides: A compromise entered into by one of
multiple persons with an interest in the same matter does not bind the others, nor
can it be raised by them as a defense, unless the matter compromised is a solidary
obligation (emphasis added). End of story. As for stipulation pour autrui, there
must be specific intent by the contracting parties to benefit (the here unnamed)
beneficiary. It’s supposed to be a stipulation, not an accident.
Just because the law has been poorly argued, or the lower courts or this court
failed to discover the correct law to apply to the facts, is not an excuse to fail to
apply the law correctly once it is discovered. Louisiana has fact pleading. It is our
duty to apply the correct law to the facts. Lack of research is not a worthy position
for the state’s highest court.