Edwards v. Kia Motors of America, Inc.

HULL, Circuit Judge, specially

concurring:

I concur in full with Sections I and II of the panel opinion and in full with the result and reasoning in Sections III(B) and (C) on the issues of economic duress and the plaintiffs’ common law claims. However, as to Section 11(A), I am inclined to conclude that the release should be enforced in this case for several reasons.

First, under Alabama law, a written release “must have effect according to [its] terms and the intentions of the parties thereto.” Ala.Code. § 12-21-109. Here, the parties entered into a written release agreement, which provided, in relevant part, that the parties:

release, acquit and forever discharge one another of and from all claims which have arisen or may ever arise, demands and causes of action arising from, related to, or in any manner connected with the sale and service of Kia Products, including, without limitation, the Dealer Agreement, and from any and all claims for damages, related to or in any manner connected with the Dealer Agreement or the parties’ business relationship ....
[I]t is understood and agreed that this agreement includes all claims of every nature in kind whatsoever, known or unknown, suspected or unsuspected, arising out of, in connection with, in consequence of, in any way involving, or related to, the Dealer Agreement or the business relationship between or among [ELL 12, Edwards, and Kia] from the beginning of the world through and including the date of the Closing.

See Mutual Release Agreement (emphasis added). Aside from a few specific exceptions not relevant to this issue, the release is unambiguous that Plaintiffs released “all claims” against Defendant Kia Motors. Thus, absent some special circumstances, the release is enforceable according to its unambiguous terms and operates to bar Plaintiffs’ claims.

Second, I am not persuaded by Plaintiffs’ argument that the remedies provision of the Alabama Motor Vehicle Franchise Act (“Franchise Act”), Ala.Code § 8-20-11, allows them to bring suit despite the unambiguous terms of the written release. Section 8-20-11 does provide, in relevant part, that an injured party can bring suit for violations of the Franchise Act “[notwithstanding ... the terms or provisions of any waiver.” Ala.Code § 8-20-11 (emphasis added). But the statute does not *1239provide a similar exemption from the terms of a written release. See id. Thus, there is nothing in the plain language of § 8-20-11 indicating that a written release is not enforceable with respect to violations of the Franchise Act.

This second point is underscored by another provision of the Franchise Act, Ala. Code § 8-20-4(3)(m), which provides, in relevant part, that it is unlawful for an automobile manufacturer to require a dealer to “prospectively assent to a release, assignment, novation, waiver, or estoppel which would relieve any person from any liability or obligation under this chapter .... ” Ala.Code § 8-2CM:(3)(m) (emphasis added). While prospective assent to both releases and waivers is barred by § 8-20-4(3)(m), § 8-20-11 refers to only waivers and does not bar settlement of claims by releases. The fact that both terms — “release” and “waiver” — are used in § 8-20-4(3)(m) and only “waiver” is used in § 8-20-11 indicates to me that the Alabama legislature chose purposefully to limit § 8-20-11 to waivers and not to bar resolution of claims by releases.

Further, Defendant Kia Motors persuasively argues that there is a legal distinction between the terms “release” and “waiver,” and therefore, that the use of the term “waiver” in the remedies provision of the Franchise Act, § 8-20-11, does not encompass the written release executed in this case. Specifically, Defendant Kia Motors argues that the term “release” generally describes an agreement between two or more parties, whereas the term “waiver” refers to a unilateral act where one party gives up a right.1

For all these reasons, it seems to me that § 8-20-11 probably does not preclude the enforcement of the valid, written release agreement in this case. However, I agree fully with the panel opinion that this state law issue requires the interpretation of unsettled Alabama law to determine whether the release in this case is enforceable, and that this question is best answered by the Alabama Supreme Court. Accordingly, I specially concur in the judgment to certify the question.

. The panel opinion notes this distinction between the terms "release” and “waiver,” and recognizes that the district court relied, at least in part, on this distinction. See Panel Opinion at 1233-34 & n.6.