IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT
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No. 00-30872
Summary Calendar
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MAURICE JULIAN GRAHAM,
Plaintiff-Appellant,
VERSUS
MICHAEL W. MURPHY; CADILLAC OF METARIE, INC.;
MURPHY-GRAHAM, INC.; MURPHY-GRAHAM NISSAN, INC.,
Defendants-Appellees.
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Appeal from the United States District Court
for the Eastern District of Louisiana
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April 3, 2001
Before SMITH, BENAVIDES, “Murphy-Graham”), on Graham’s claims aris-
and DENNIS, Circuit Judges. ing out of the business dealings among the par-
ties. The district court found, in a well-
PER CURIAM:* reasoned opinion, that under the plain
Maurice Graham appeals a summary language of a release clause, Graham waived
judgment in favor of Michael Murphy, Cadillac all the claims at issue.
of Metarie, Inc., Murphy-Graham, Inc. and
Murphy-Graham Nissan, Inc. (collectively, Graham and Murphy entered into a business
relationship to own and manage car dea-
*
lerships, forming Murphy-Graham. In his per-
Pursuant to 5TH CIR. R. 47.5, the court has
sonal capacity, Graham loaned money to
determined that this opinion should not be published
and is not precedent except under the limited Murphy-Graham, acting in his capacity as of-
circumstances set forth in 5TH CIR. R. 47.5.4. ficer and director to approve and execute the
agreements on behalf of Murphy-Graham. AFFIRMED.
When the relationship between Murphy and
Graham soured, Graham entered into an
agreement with Murphy-Graham for Murphy-
Graham to buy out Graham’s interest in the
business. As part of that agreement, Graham
agreed to waive all future claims arising out of
the relationship:
For and in consideration of the purchase
price, Julian Graham does hereby waive,
release, acquit, and forever discharge
any and all claims, rights, or interests he
may have in any action at law or in
equity, against Michael W. Murphy and
[Murphy-Graham] arising from or in any
way related to Julian Graham’s position
as a shareholder, officer, director, and/or
employee of [Murphy-Graham] . . . .
The parties agree that the language is un-
ambiguous and that, under Louisiana law, we
may not look outsi de the four corners of the
contract. See LA. CIV. CODE ANN. art. 2046.
Graham contends, however, that the loans re-
late to his status as a creditor of Murphy-
Graham, not as an shareholder, officer,
director, or employee, as required to fall under
the release clause. Nonetheless, Murphy-
Graham assertsSSand Graham does not
contestSSthat Graham, acting in his capacity as
officer and director of Murphy-Graham, either
executed or authorized each of the loans on
behalf of the corporation.
For that reason alone, the loans arose from
his position as director and officer of Murphy-
Graham, placing them well within the subject
matter of the release clause. The district court
therefore properly granted summary judgment,
because any claims relating to the loans
between Graham and Murphy-Graham are
barred by the defense of release.
2