Young v. Warwick Rollermagic Skating Center, Inc.

Justice FLAHERTY,

dissenting.

I most respectfully, but nonetheless vigorously dissent from the majority’s holding in this case. In my view, there is no question that under the principles set forth in Aetna Casualty & Surety Co. v. Farr, 594 A.2d 379 (R.I.1991) and Ritter v. Mantissa Investment Corp., 864 A.2d 601 (R.I.2005), the release signed by the plaintiff is ambiguous. I -respectfully disagree with the majority’s efforts to make its opinion in this case consistent with this Court’s holding in Farr. Therefore, it is my opinion that under our well-settled law, this case was not amenable to resolution by summary judgment, and the judgment of the Superior Court should be vacated. See Ritter, 864 A.2d at 607 (a dispute about intent creates a genuine issue of material fact that may not be decided in a motion for summary judgment).

In affirming the Superior Court, the majority is impressed with the “sweeping and comprehensive nature of the language that the release document contains.” However, the majority simply overlooks the references to the specific claim set forth in that document.15 It was those references to a specific claim, laid side by side with similarly sweeping language concerning “all claims and demands,” that were the very reason that this Court determined that there existed an ambiguity in both Fan" and Ritter.

In light of the majority’s interpretation of Farr, this Court’s decision in that case deserves review. In Farr, 594 A.2d at 379-80, the defendant was injured in an automobile accident with an uninsured motorist while she was driving a vehicle that was owned by her employer and insured by Aetna. Aetna also had provided her employer with a workers’ compensation insurance policy that afforded coverage to Farr. Id. at 380. After the accident, Farr filed a claim for workers’ compensation benefits and later signed a release in connection with the settlement of that claim in exchange for $40,000 from Aetna and her employer. Id. After signing the release, Farr instituted an action to recover uninsured-motorist benefits under the Aetna automobile liability policy. Id. Aetna filed an action seeking declaratory relief and later, a motion for summary judgment, arguing that, by signing the release in the workers’ compensation claim, Farr had released Aetna from all causes of action arising out of the automobile accident, including her claim for uninsured-motorist coverage. Id. at 380-81. This Court examined the release and held that it was ambiguous, reasoning that although some language in the release was consistent with a general release, “the document specifically refer[red] only to the workers’ compensation claim” and that it made no mention of the uninsured-motorist claim. Id. at 381. The Court considered it to be *563significant that Aetna was aware of Farr’s intention to file an uninsured-motorist claim at the time that her workers’ compensation claim was pending. Id. This Court concluded, therefore, that “[ajmbi-guity may be inferred from this omission.” Id. The Court said that, “[b]eeause of the inclusion in the release of this specific language relating to workers’ compensation and the exclusion of any such specific reference to uninsured-motorist claims, the effect of the release is unclear.” Id.16 Therefore, the Court held that the ambiguity created a question requiring a factual determination about the intent of the parties that was inappropriate for resolution on a motion for summary judgment. Id.

In Ritter, this Court recently applied the holding in Farr to a release signed by a plaintiff-wife in connection with a divorce property settlement. Ritter, 864 A.2d at 607-08. In that case, the defendant-ex-husband filed a motion for summary judgment seeking to dismiss the plaintiffs suit alleging ownership in a former marital residence known as “the Nunnery.” Id. at 603. In that case, we reversed the trial court’s finding that a previous divorce proceeding and related separation agreement barred the plaintiffs claims to the specific property. Id. During the divorce settlement, the wife had signed a mutual release in which each party released all claims to property of the other spouse and released each from “any and all claims of every nature.” Id. at 608. It was significant, however, that the property settlement agreement listed specific properties, but did not address the ownership of the Nunnery. Id. This Court ruled that even in the face of broad language in a release that is consistent with a general release, a release nonetheless may be ambiguous. Id. Applying this principle, we held that the agreement was ambiguous on the question of whether it barred the ex-wife’s claim to the Nunnery because the agreement referred to the divorce specifically and it did not contain any reference to ownership of the Nunnery. Id. As a result, this Court decided that a factual dispute as to the parties’ intent precluded entry of summary judgment. Id.

After a comparison of Young’s release with the release executed in Farr, it is immediately apparent that they are strikingly similar, especially in the manner in which the language of each alternates beT tween wording that is global and general in nature and language that is focused on a specific workers’ compensation claim. In Farr, the release stated, in pertinent part, that Farr released the payors from,

“any and all manner of actions, * * * claims and demands, both in law and equity, and under the Workers’ Compensation Act of the State of Rhode Island * * ⅜ but especially those claims arising out of a certain loss as a result of the happening which occurred on August 12, 1983 * * *, which has been the subject matters [sic] of certain proceedings under said Workers’ Compensation Act.” Farr, 594 A.2d at 381.

Here, similar to Farr, Young’s release includes,

“all claims and demands * * * in any way growing out of any personal injuries, * * * resulting or to result from any and all incidents or injuries occur*564ring during my employment, more especially an occurrence(s) whereby I sustained a work-related injury(s), which injury(s) and occurrence(s) are described in a certain Petition for Commutation of the employee that relates to this Release, which Petition has or will be filed with the Rhode Island Workers’ Compensation Court.”

The situation of the parties and circumstances existing at the time the release was signed also are markedly similar to Farr. Aetna knew about Fair’s uninsured motorist claim because it was pending at the time she signed the release, even though no suit or demand for arbitration had been initiated, Farr, 594 A.2d at 381, and here, Young’s employer and its carrier both were aware of her claim before the Human Rights Commission, although she had yet to file her employee discrimination claim in the Superior Court.

The majority opinion appears to ignore this Court’s precedent that “ambiguity may be inferred from the omission of an explicit reference to a claim in a release.” W.P. Associates v. Forcier, Inc., 637 A.2d 353, 356 (R.I.1994) (citing Fair, 594 A.2d at 381).17 When the Court decided Farr and reiterated the same principles in Rit-ter, it rejected the argument that a release containing broad language must be construed as a general release. Furthermore, reading such weight into the words “all claims and demands” and “any” without context contravenes our well-settled rules for interpreting contracts. “In determining whether an agreement is clear and unambiguous, the document must be viewed in its entirety and its language be given its plain, ordinary and usual meaning.” W.P. Associates, 637 A.2d at 356 (emphasis added). Further, “such language [is] ambiguous if, upon considering the agreement as a whole, the language allows for more than one interpretation and, thus, the true intentions of the parties remain uncertain.” Ritter, 864 A.2d at 607 (emphasis added).18

Turning to the release signed by Young, significantly, the document does not expressly reserve application of the broad language before identifying a specific claim. For example, to be clearer, the release may have included such language as, “more especially, without limiting the generality of the foregoing.” McBurney v. Teixeira, 875 A.2d 439, 443 (R.I.2005). I also consider it significant that Young’s release does not even purport to be gener*565al in nature; it lacks the common designation of “general release” or “release of all claims” and is simply entitled in the singular, “Release and Settlement of Claim.” A contract’s title “is not controlling, but may be considered along with the rest of the language in the document.” 780 L.L.C. v. DiPrima, 9 Neb.App. 338, 611 N.W.2d 637, 644, 644-45 (2000) (holding inconsistency between title of document and signature line of document created contract ambiguity).

Contrary to the majority’s position, in my opinion the release is reasonably and clearly susceptible to an interpretation that the release was not intended to bar Young’s claims arising under the Rhode Island employment-discrimination statutes and that Young did not intend to waive these claims. Not only does the release omit any reference to a civil rights statute, an employment-discrimination claim, or to her claim that was pending before the Human Rights Commission, the release contains terms that tend to indicate that the payment is being made for the purpose of settling a workers’ compensation claim. The release contains terms specific to such claims, including “dependency benefits, medical benefits * * * specific compensation, loss of use, and/or disfigurement.” Indeed, by its own terms, the release “relates” to Young’s workers’ compensation claim described in a “Petition for Commutation” filed, or to be filed, in the Workers’ Compensation Court.

Injuries suffered under the Workers’ Compensation Act are different from those resulting from employment discrimination. See Folan v. State, 723 A.2d 287, 291 (R.I.1999) (holding exclusivity provision of the Workers’ Compensation Act (WCA) does not bar statutory claims created by the. Fair Employment Practices Act (FEPA) and the Rhode Island Civil Rights Act (CRA)). Indeed, this Court has acknowledged that the purpose of “anti-discrimination statutes goes well beyond compensating for physical injury or inability to perform employment duties.” Id. at 292. The FEPA and the CRA focus on “employer conduct that undermines equal opportunity in the workplace” whereas the WCA focuses on “the employee and his or her work-related injury.” Id. at 290-91 (quoting Byers v. Labor and Industry Review Commission, 208 Wis.2d 388, 561 N.W.2d 678, 682 (1997)).

In my opinion, it does not require the application of “mental gymnastics” to conclude that Young’s work-related injury is not the same as the denial of rights and loss of opportunity alleged in her disability-discrimination claims. Although her discrimination claims grew out of her employment, specifically her employer’s allegedly discriminatory conduct in terminating her employment because of her disability or handicap, they did not grow out of the discrete fact that she suffered an injury to her left shoulder while on the job. Therefore, I perceive ambiguity in whether the terms “personal injuries * * * resulting] from any and all incidents or injuries occurring during my employment” include Young’s disability-discrimination claims.

For these reasons, it is my opinion that the majority’s holding in this case is completely inconsistent with our well-established precedent, and further that the majority relies on gossamer-thin rationale in an effort to distinguish this case from our previous holdings. Therefore, I most respectfully dissent from the majority’s holding, and I would vacate the judgment of the Superior Court and remand the record in this case to that tribunal.

. The specific claim released is set forth as follows: "an occurrence(s) whereby I sustained a work-related injury(s), which injury(s) and occurrence(s) are described in a certain Petition for Commutation of the employee that relates to this Release, which Petition has or will be filed with the Rhode Island Workers' Compensation Court.” (Emphasis added.)

. In W.P. Associates v. Forcier, Inc., 637 A.2d 353 (R.I.1994), this Court reiterated this principle. We explained that "[t]he release in Farr specifically delineated only those claims 'which ha[d] been the subject matter * * * of certain proceedings under said Workers’ Compensation Act.’ * * * Thus, the omission of any reference to an uninsured motorist claim created an ambiguity.” W.P. Associates, 637 A.2d at 356-57 (quoting Aetna Casualty & Surety Co. v. Fair, 594 A.2d 379, 381 (R.I.1991)).

. The holding in W.P. Associates, is easily distinguished. The release in that case included the discharge of "any and all * * * debts * * * arising out of * * * actions taken * * * in connection with the Condominium Parcel, Improvements, Golf Course Parcel or the operation ⅜ * * of the Golf Course." W.P. Associates, 637 A.2d at 357. This Court concluded that a promissory note was such a debt, and even though it was not listed in the release, it was discharged by the agreement. Id. The Court reasoned that unlike in Fair, there were no "specifically delineated” claims, or in that case, debts, that created an ambiguity. Id. at 356-57.

. The thrust of the majority's opinion is its concern for encouraging "amicable settlement of disputes.” However, there is an equally compelling concern for employees who unwittingly may waive their prospective civil rights claims. Under federal law, an enforceable release of discrimination claims must be knowing and voluntary, as evidenced by the "totality of the circumstances.” Melanson v. Browning-Ferris Industries, Inc., 281 F.3d 272, 276 (1st Cir.2002); Rivera-Flores v. Bristol-Myers Squibb Caribbean, 112 F.3d 9, 12 (1st Cir.1997). In this light, I would question the enforceability of this release. In Young's answers to interrogatories, she said that she intended only to settle her workers’ compensation claim and that she was told that the document she signed on the same day, entitled "Resignation of Employment,” was for the workers' compensation insurance company's purposes only.