Family Dollar Stores of Rhode Island, Inc. v. Justin B. Araujo

April 14, 2022

                                                      Supreme Court

                                                      No. 2020-163-Appeal.
                                                      (PC 16-1113)

                                                      (Dissent begins on Page 21)


      Family Dollar Stores of Rhode        :
              Island, Inc.

                      v.                   :

           Justin B. Araujo et al.         :




                 NOTICE: This opinion is subject to formal revision
                 before publication in the Rhode Island Reporter. Readers
                 are requested to notify the Opinion Analyst, Supreme
                 Court of Rhode Island, 250 Benefit Street, Providence,
                 Rhode Island 02903, at Telephone (401) 222-3258 or
                 Email opinionanalyst@courts.ri.gov, of any typographical
                 or other formal errors in order that corrections may be
                 made before the opinion is published.
                                                     Supreme Court

                                                     No. 2020-163-Appeal.
                                                     (PC 16-1113)

                                                     (Dissent begins on Page 21)


    Family Dollar Stores of Rhode         :
            Island, Inc.

                   v.                     :

         Justin B. Araujo et al.          :


      Present: Suttell, C.J., Goldberg, Robinson, Lynch Prata, and Long, JJ.

                                   OPINION

      Justice Robinson, for the Court. The plaintiff, Family Dollar Stores of

Rhode Island, Inc. (Family Dollar), appeals from the Providence County Superior

Court’s denial of its motion for summary judgment and the grant of summary

judgment in favor of the defendant, Justin Araujo.1 (Mr. Araujo is the defendant in

this action for declaratory judgment; he was the complainant in the case before the



1
       Before Family Dollar filed the motion for summary judgment that is at issue
in this appeal, an entirely separate issue was decided by this Court. Family Dollar
Stores of Rhode Island, Inc. v. Araujo, 204 A.3d 1089 (R.I. 2019) (Family Dollar I).
After the opinion deciding that issue was issued, the case was remanded to the
Superior Court for that court to determine “the validity and enforceability of the
contractual settlement agreement * * *.” Id. at 1100. It is the Superior Court’s ruling
as to the latter issue which is the subject of the instant appeal.

                                         -1-
Rhode Island Commission for Human Rights, which we discuss infra.) The only

issue before this Court is whether a release agreement signed by Mr. Araujo is, as

Family Dollar contends, all-encompassing—or whether, as Mr. Araujo contends, it

is much more narrow in scope. For the reasons set forth in this opinion, we hold that

the release unambiguously constitutes a waiver by Mr. Araujo of his right to pursue

all claims that he could make against Family Dollar. Accordingly, it is our opinion

(1) that the hearing justice erred in granting summary judgment in favor of Mr.

Araujo; and (2) that the hearing justice should have granted Family Dollar’s motion

for summary judgment.

      This case came before the Supreme Court pursuant to an order directing the

parties to show cause why the issues raised in this appeal should not be summarily

decided. After carefully considering the parties’ arguments (both written and oral)

and after reviewing the record, we are of the opinion that cause has not been shown

and that the appeal may be resolved without further briefing or argument. For the

reasons set forth in this opinion, we reverse the judgment of the Superior Court.




                                        -2-
                                           I

                                  Facts and Travel

      Because this is not the first time that this Court has dealt with the litigation in

which the instant parties are involved,2 we shall focus in this opinion only on the

facts and issues that are of immediate pertinence.

                                           A

                         The Evolution of the Controversy

      On January 18, 2012, Mr. Araujo filed a workers’ compensation claim against

his employer (Family Dollar), alleging that he had been injured on January 17, 2012

during the course of his employment. Consequently, Mr. Araujo began to receive

weekly workers’ compensation benefits from January 18, 2012 to August 12, 2012

and then beginning again on April 4, 2013—both periods of benefits relating to the

same January 17, 2012 injury. Thereafter, on September 12, 2014, Mr. Araujo’s

attorney sent a letter to Family Dollar in which he alleged that he had been

constructively discharged from his employment with Family Dollar on February 12,

2014. In his letter, Mr. Araujo also informed Family Dollar of his intent to “file a



2
       For a full recitation of the factual history and earlier procedural travel of this
case, we refer the reader to our opinion in Family Dollar I. The initial paragraphs
of the “Facts and Travel” section of that opinion summarize the essential occurrences
that constitute the context for the issues which we are called upon to address in this
appeal. Family Dollar I, 204 A.3d at 1091-93.

                                          -3-
complaint with the Rhode Island Human Rights Commission” because, as Mr.

Araujo alleged, Family Dollar had discriminated against him on the basis of an

illness completely unrelated to his workers’ compensation injury.

      Thereafter on September 23, 2014, Mr. Araujo entered into a written

settlement agreement with Family Dollar and Sedgwick Claims Management

Services, Inc. (Sedgwick).3 As part and parcel of that settlement agreement, Mr.

Araujo signed a broadly worded release (the Release), which included the following

pertinent language:

            “KNOW ALL MEN THAT I, JUSTIN ARAUJO, in
            consideration of the sum of TWENTY THOUSAND
            ($20,000.00) DOLLARS * * * paid by SEDGWICK
            CLAIMS MANAGEMENT SERVICES, INC. on behalf
            of FAMILY DOLLAR STORES OF RHODE ISLAND,
            INC., the receipt whereof is hereby acknowledged, do
            hereby remise, release and forever quitclaim unto the said
            SEDGWICK CLAIMS MANAGEMENT SERVICES,
            INC. and FAMILY DOLLAR STORES OF RHODE
            ISLAND, INC., * * * all manner of actions, debts, dues,
            claims and demands, both in law and in equity, and more
            especially any claim that I might have * * * under the
            provisions of an agreement or decree relative to workers’
            compensation paid to me during the period of total and
            partial disability resulting from an injury sustained by me
            in the course of my employment on or about 01/17/2012,
            or under the provisions of the Workers’ Compensation Act
            * * *. This release waives any other claims I could make
            against my employer, its agents, assigns, or successors,
            including, but not limited to, claims under the Americans
            with Disabilities Act, claims with the Rhode Island

3
     This is the “contractual settlement agreement” referred to in Family Dollar I,
204 A.3d at 1100. See footnote 1, supra.
                                       -4-
            Governor’s Commission on the Handicapped, Rhode
            Island Commission for Human Rights, Equal Employment
            Opportunity Commission, FETA [sic], United States
            Department of Labor, United States Department of Justice,
            Workers’ Compensation Court, or any other agencies,
            tribunals, commissions, or courts.”

      On November 28, 2014, some two months after having executed the Release,

Mr. Araujo filed a charge of discrimination with the Rhode Island Commission for

Human Rights, alleging that Family Dollar had discriminated against him on the

basis of the above-referenced illness that was completely unrelated to his workers’

compensation injury.4     The charge of discrimination alleged that the final

discriminatory act had taken place on February 12, 2014 (i.e., several months before

Mr. Araujo signed the Release).

      On March 10, 2016, Family Dollar filed a complaint in the Superior Court

seeking a declaration that the parties had “entered into a valid and enforceable

settlement agreement” which released Family Dollar from all claims that Mr. Araujo

had set forth in his charge of discrimination.5 Family Dollar also alleged that, by



4
       At the time of the signing of the Release, Mr. Araujo was represented by
counsel. The record indicates that Mr. Araujo was represented by a different
attorney in connection with his charge of discrimination.
5
       The Rhode Island Commission for Human Rights was permitted to intervene
as a defendant in this case pursuant to an order issued by the Superior Court on May
31, 2016. Nonetheless, the Commission has presented no argument to us with
respect to either of the summary judgment motions which are at issue in this appeal.

                                       -5-
filing his charge with the Rhode Island Commission for Human Rights, Mr. Araujo

had materially breached the terms of the Release and, therefore, was also liable for

breach of contract.

                                         B

                      The Motions for Summary Judgment

                1. Family Dollar’s Motion for Summary Judgment

      On May 31, 2019, Family Dollar filed a motion for summary judgment,

asserting that the Release, by virtue of its explicit and broad language, encompassed

not only Mr. Araujo’s workers’ compensation claim, but also “any other claims”

which he “could” make against Family Dollar—including, inter alia, claims within

the jurisdiction of the Rhode Island Commission for Human Rights. Family Dollar

contended that the Release was “unambiguous” and, as such, “must be enforced

according to its terms.” On July 26, 2019, Mr. Araujo filed an objection along with

a cross-motion for summary judgment, contending that the Release was ambiguous

because it was “reasonably susceptible to different constructions * * *.” Mr. Araujo

contended that, because of the alleged ambiguity, extrinsic evidence should be

“admissible to aid in the Release’s interpretation” and that said evidence would

reveal that the Release was not intended to encompass his charge of discrimination.

      At the hearing on its motion for summary judgment, Family Dollar argued

that the Release unambiguously precluded Mr. Araujo from pursuing his charge of


                                        -6-
discrimination because the language of the Release expressly references the fact that,

in addition to having waived his workers’ compensation claim, Mr. Araujo had

waived his right to assert “any other claims” that he could make against Family

Dollar. It was Family Dollar’s contention that, under the language of the Release,

said “other claims” included but were not limited to: (1) claims filed with the Rhode

Island Commission for Human Rights; and (2) claims filed pursuant to various

statutes that relate to civil rights and employment discrimination. Mr. Araujo, on

the other hand, contended that the Release was ambiguous because it did not

specifically reference a “date of injury” or a “disability discrimination” claim. Mr.

Araujo also argued that, even though the Release purported to waive “any other

claims made against [Mr. Araujo’s] employer,” the failure to identify a specific

person or entity as being the just-referenced “employer” rendered it ambiguous.

      The hearing justice found that “[a] reasonable person could read [the Release]

the way Family Dollar suggests,” but she further found that, “[a] reasonable person

could read it as Mr. Araujo suggests[.]” The hearing justice ruled that, because

“reasonable people could differ” as to the meaning of the language set forth in the

Release, the Release was ambiguous; on that basis, the hearing justice denied Family

Dollar’s motion for summary judgment. The hearing on Mr. Araujo’s cross-motion

for summary judgment was continued to allow Family Dollar an opportunity to

submit additional briefing.


                                        -7-
              2. Mr. Araujo’s Cross-Motion for Summary Judgment

      A hearing on Mr. Araujo’s cross-motion for summary judgment was held on

November 13, 2019. Despite the hearing justice’s prior ruling that the Release was

ambiguous, Family Dollar continued to insist that the Release was “unambiguous on

its face;” it contended that “the only piece of evidence necessary for the [Superior]

Court to rule on the validity of the release is the release itself.” For his part, Mr.

Araujo argued that the extrinsic evidence6 to which he made reference was “so

overwhelming, so compelling, [and] so undisputed” that the hearing justice should

find that the parties never intended the Release to preclude Mr. Araujo’s charge of

discrimination. After reviewing the arguments of the parties and the extrinsic

evidence upon which Mr. Araujo relied, the hearing justice ruled that “despite what



6
       It is not ordinarily necessary to describe extrinsic evidence in the face of a
contract that we deem to be clear and unambiguous on its face. See Cathay Cathay,
Inc. v. Vindalu, LLC, 962 A.2d 740, 746 (R.I. 2009) (“[W]e have consistently held
that [i]n situations in which the language of a contractual agreement is plain and
unambiguous, its meaning should be determined without reference to extrinsic facts
or aids.”) (internal quotation marks omitted). In this instance, however, for the sake
of completeness, we shall list the extrinsic evidence which Mr. Araujo referenced in
his cross-motion for summary judgment. That evidence consisted of the following:
(1) the petition for commutation filed with the Workers’ Compensation Court;
(2) Family Dollar’s answer to the petition for commutation; (3) the letter dated
September 12, 2014 from Mr. Araujo’s counsel to Family Dollar, which details Mr.
Araujo’s “various employment law claims;” (4) the October 6, 2014 transcript of the
hearing held before the Workers’ Compensation Court relative to the petition for
commutation; (5) the commutation order and final decree entered by the Workers’
Compensation Court; and (6) the charge of discrimination filed by Mr. Araujo with
the Rhode Island Commission for Human Rights.
                                        -8-
the language in the release says, * * * it was not intended to include the

discrimination claim.” Accordingly, the hearing justice granted summary judgment

in favor of Mr. Araujo and entered a judgment declaring that the Release did not

cover Mr. Araujo’s claims of discrimination. A timely notice of appeal was filed on

February 18, 2020.

                                          II

                                Standard of Review

      This Court reviews cross-motions for summary judgment in a de novo

manner. E.g., Peloquin v. Haven Health Center of Greenville, LLC, 61 A.3d 419,

424 (R.I. 2013). We have consistently stated that, when “reviewing the Superior

Court’s judgment on the parties’ motions for summary judgment, we * * * apply the

same standards as those used by the [hearing justice].” Id. (internal quotation marks

omitted). We have further stated that summary judgment is appropriate when,

“viewing the facts and all reasonable inferences therefrom in the light most favorable

to the nonmoving party, [the court] determines that there are no issues of material

fact in dispute, and the nonmoving party is entitled to judgment as a matter of law.”

Walsh v. Lend Lease (US) Construction, 155 A.3d 1201, 1204 (R.I. 2017) (internal

quotation marks omitted). All the while, we remain mindful of the fact that

“summary judgment is an extreme remedy that warrants cautious application.”

Gardner v. Baird, 871 A.2d 949, 952 (R.I. 2005). Finally, it must be borne in mind


                                        -9-
that “the party who opposes the motion carries the burden of proving by competent

evidence the existence of a disputed material issue of fact * * *.” Young v. Warwick

Rollermagic Skating Center, Inc., 973 A.2d 553, 557 (R.I. 2009) (internal quotation

marks omitted).

                                         III

                                      Analysis

                                          A

                      Pertinent Principles of Contract Law

      This Court has often recognized that, because “[a] release is a contractual

agreement, * * * the various principles of the law of contracts govern the judicial

approach to a controversy concerning the meaning of a particular release.” Young,

973 A.2d at 558. It is also well settled that the issue of “[w]hether the terms of a

contract are ambiguous is a question of law.” Sturbridge Home Builders, Inc. v.

Downing Seaport, Inc., 890 A.2d 58, 62 (R.I. 2005); see also Gorman v. Gorman,

883 A.2d 732, 738 n.8 (R.I. 2005) (“It is a fundamental principle of contract law that

the existence of ambiguity vel non in a contract is an issue of law to be determined

by the court.”). As such, this Court reviews a hearing justice’s ruling on the issue

of contractual ambiguity “on a de novo basis.” Young, 973 A.2d at 558.

      In determining whether or not a contract is ambiguous, this Court views the

agreement “in its entirety,” giving the words their plain and “ordinary meaning.”


                                        - 10 -
Sturbridge Home Builders, Inc., 890 A.2d at 62-63; see Young, 973 A.2d at 558.

The question of ambiguity focuses upon “whether the language has only one

reasonable meaning when construed * * * in an ordinary common sense manner.”

Sturbridge Home Builders, Inc., 890 A.2d at 63 (emphasis in original) (internal

quotation marks omitted). Moreover, when undertaking this inquiry, “the court

should refrain from engaging in mental gymnastics or from stretching the

imagination to read ambiguity * * * where none is present.” Young, 973 A.2d at 559

(internal quotation marks omitted). Ultimately, “[w]here * * * the document is

unambiguous, the language of the release itself is controlling in determining the

intent of the parties and governs the legal consequences of its provisions.” Nelson

v. Ptaszek, 505 A.2d 1141, 1143 (R.I. 1986) (internal quotation marks omitted); see

also Roadepot, LLC v. Home Depot, U.S.A., Inc., 163 A.3d 513, 521 (R.I. 2017) (“It

is virtually an immutable principle of law that [t]he language employed by the parties

to a contract is the best expression of their contractual intent * * *.”) (quoting Cathay

Cathay, Inc. v. Vindalu, LLC, 962 A.2d 740, 746 (R.I. 2009)); Furtado v. Goncalves,

63 A.3d 533, 537 (R.I. 2013) (“[I]n situations in which the language of a contractual

agreement is plain and unambiguous, its meaning should be determined without

reference to extrinsic facts or aids.”) (internal quotation marks omitted).




                                         - 11 -
                                            B

                      Application of the Foregoing Principles

       The plain language of the Release deals with two separate matters. The first

sentence of the Release unambiguously waives Mr. Araujo’s right to bring against

Family Dollar “any claim that [he] might have * * * under the provisions of an

agreement or decree relative to workers’ compensation paid to [him] during the

period of total and partial disability resulting from an injury sustained by [him] in

the course of [his] employment on or about 01/17/2012, or under the provisions of

the Workers’ Compensation Act * * *.” The second sentence of the Release, in

equally unambiguous language, similarly waives Mr. Araujo’s right to assert “any

other claims” against his “employer” “including, but not limited to, claims under the

Americans with Disabilities Act, claims with the Rhode Island Governor’s

Commission on the Handicapped, Rhode Island Commission for Human Rights,

Equal Employment Opportunity Commission, FETA [sic], United States

Department of Labor, United States Department of Justice, Workers’ Compensation

Court, or any other agencies, tribunals, commissions, or courts.” (Emphasis added.)

       The unambiguous language of the Release clearly expresses the parties’ intent

to address both Mr. Araujo’s workers’ compensation claim and also any other claims

that he could conceivably make against Family Dollar (and Sedgwick). See Young,

973 A.2d at 560 (“It is firmly settled that the intent of the parties to a written contract


                                          - 12 -
is contained in the writing itself. * * * When the words of a contract are clear and

unambiguous, the intent is to be found only in the express language of the

agreement.”) (internal quotation marks omitted); Vincent Co. v. First National

Supermarkets, Inc., 683 A.2d 361, 363 (R.I. 1996) (“When a contract is

unambiguous, * * * the intent of the parties becomes irrelevant.”). Accordingly, we

are unable to read the Release other than as a very broad release whereby Mr. Araujo

waived his right to assert all claims that he could make against Family Dollar.7

Significantly, none of the “other claims” set forth in the Release are cognizable in

the Workers’ Compensation Court.

                                          C

                               The Remaining Issues

         1. Aetna Casualty & Surety Co. v. Farr is Readily Distinguishable

      Our decision in the instant case is not at all inconsistent with our ruling in

Aetna Casualty & Surety Co. v. Farr, 594 A.2d 379 (R.I. 1991). In that case, the

defendant, one Shirley Farr, was injured in an automobile accident while driving a


7
       Even if Mr. Araujo were to contend that he had not actually read the contents
of the Release, such a contention would be unavailing. See, e.g., F. D. McKendall
Lumber Co. v. Kalian, 425 A.2d 515, 518 (R.I. 1981) (“[A] party who signs an
instrument manifests his assent to it and cannot later complain that he did not
* * * understand its contents.”); see also D’Antuono v. CCH Computax Systems,
Inc., 570 F. Supp. 708, 714 (D.R.I. 1983) (Selya, J.) (acknowledging the
just-referenced principle and commenting that “[w]ere it otherwise, signed contracts
would be little more than scraps of paper, subject to the selective recollection of the
parties in interest”).
                                        - 13 -
company car during the course of her employment. Id. at 379-80. She filed a claim

against her employer for workers’ compensation benefits, and she eventually signed

a release running to both her employer and Aetna Casualty & Surety Co. (Aetna).8

Id. at 380. In actuality, Aetna was both the workers’ compensation insurer and also

the insurer of the company car that Ms. Farr had been operating at the time of the

accident. Id. Several months after signing the release, Ms. Farr “instituted an action

to recover uninsured-motorist benefits, pursuant to the Aetna policy * * *.” Id. In

due course, Aetna proceeded to commence a declaratory judgment action alleging

that, by executing the release, Ms. Farr had “forfeited all causes of action arising



8
      As quoted in this Court’s opinion in Aetna Casualty & Surety Co. v. Farr, 594
A.2d 379 (R.I. 1991), the release signed by Ms. Farr read in pertinent part as follows:

             “[Ms. Farr does] hereby remise, release, discharge and
             forever quit-claim unto the said payors, their successors
             and assigns, any and all manner of actions, causes of
             actions dues [sic], claims and demands, both in law and
             equity, and under the Workers’ Compensation Act of the
             State of Rhode Island (including any other injuries and all
             claims for specific compensation and/or disfigurement)
             but especially those claims arising out of a certain loss as
             a result of the happening which occurred on August 12,
             1983, while in the employ of the above employer-payor,
             which has been the subject matters [sic] of certain
             proceedings under said Workers’ Compensation Act, as
             amended, between me and said employer-payor and of
             certain proceedings for commutation between me and both
             payors before the Workers’ Compensation Commission.”
             Farr, 594 A.2d at 381.

                                        - 14 -
from the automobile accident,” including her right to recover uninsured motorist

benefits under the Aetna policy. Id.

      The release in Farr made reference only to Ms. Farr’s workers’ compensation

claim and made no mention whatsoever of any other claims, including a claim for

uninsured motorist benefits. Id. at 381. This Court ruled that, “[b]ecause of the

inclusion in the release of * * * specific language relating to workers’ compensation

and the exclusion of any such specific reference to uninsured-motorist claims, the

effect of the release [was] unclear.”       Id.   Accordingly, this Court ruled that

“[a]mbiguity may be inferred from this omission;” and, because of that ambiguity,

the case was remanded for an evidentiary hearing. Id. at 381, 382.

      Our holding in Farr is not at all inconsistent with the case at bar. The Release

executed by the parties in this case is certainly not silent as to the waiver of possible

claims in addition to the workers’ compensation claim. Unlike the situation in Farr,

there is in this case no “omission” from which “ambiguity may be inferred.” Id. at

381. Rather, the Release states in plain language that Mr. Araujo waives his right to

assert any other claims that he could make against Family Dollar. The release in

Farr did not include such broad language, and it made no reference to the uninsured

motorist coverage; rather, it contained language which specifically referred to claims

which were “the subject matter[] * * * of certain proceedings under said Workers’

Compensation Act * * *.” Id. In addition, the Release in the instant case (unlike the


                                         - 15 -
one at issue in Farr) details some of the conceivable claims that Mr. Araujo agreed

to waive; and it further states that Mr. Araujo’s waiver is “not limited to” those

claims. It is noteworthy that it is specifically stated in the Release that the claims

being waived include those that might fall under the jurisdiction of the Rhode Island

Commission for Human Rights.9 As such, it is unequivocally clear to us that the

Release unambiguously precludes Mr. Araujo from pursuing a charge of

discrimination with the Rhode Island Commission for Human Rights.

                             2. The Terms of the Release

      Mr. Araujo avers that the Release is ambiguous because it states that the

consideration “was to be paid by Sedgwick * * *, which was the entity tasked with

administering the workers’ compensation claim only * * *.” It is a basic principle

of contract law, however, that it matters not from or to whom consideration moves;


9
      The following explicit words in the Release at issue in this case convincingly
demonstrate that Mr. Araujo was waiving his right to seek relief from the Rhode
Island Commission for Human Rights:

             “This release waives any other claims I could make against
             my employer, it agents, assigns, or successors, including,
             but not limited to, claims under the Americans with
             Disabilities Act, claims with the Rhode Island Governor’s
             Commission on the Handicapped, Rhode Island
             Commission for Human Rights, Equal Employment
             Opportunity Commission * * *.”

The contrast with Farr, cited supra, could not be more stark. In Farr, it was held
that an omission created an ambiguity; and, therefore, fact-finding was held to be
necessary. Farr, 594 A.2d at 381, 382. Here, there is no ambiguity.
                                        - 16 -
what is required is that “the performance or the return promise is bargained for”—

and that is just what occurred here. 1 E. Allan Farnsworth, Contracts § 2.03 (4th ed.

2022); see Cardoza v. Pereira, 53 R.I. 460, 462, 167 A. 532, 532 (1933); see also

John Deere Co. v. F.L. Broomfield, 803 F.2d 408, 410 (8th Cir. 1986) (“Payment

made to a third person at the promisor’s request constitutes consideration.”).

Accordingly, the fact that it was Sedgwick that paid consideration to Mr. Araujo on

behalf of Family Dollar has no bearing on the validity of the Release, nor does it

render it ambiguous.

      Mr. Araujo also contends that the Release is ambiguous because the payment

of consideration in the amount of twenty thousand dollars could only be “construed

as solely representing the value of [his] workers’ compensation claim * * *.” In our

view, however, a reading of the entire Release clearly shows that the twenty

thousand dollars was exchanged in consideration of Mr. Araujo’s promise to release

Family Dollar from all claims that he might have had against it at the time the

Release was signed.10




10
       Whether or not Mr. Araujo was well-advised to sign the Release in exchange
for that sum of money is not the issue before us. See Rivera v. Gagnon, 847 A.2d
280, 284 (R.I. 2004) (“If the contract terms are clear and unambiguous, judicial
construction is at an end for the terms will be applied as written.”); see also Pearson
v. Pearson, 11 A.3d 103, 110 (R.I. 2011); Mansolillo v. Employee Retirement Board
of the City of Providence, 668 A.2d 313, 317 (R.I. 1995).
                                        - 17 -
      Mr. Araujo also alleges that the phrase “other claims,” which is contained

within the second sentence of the Release, is ambiguous. We are unpersuaded by

this contention. When read in the context of the entire Release, its meaning is clear.

See Sturbridge Home Builders, Inc., 890 A.2d at 62-63. As discussed above, the

Release waives both Mr. Araujo’s workers’ compensation claims and also his right

to assert further hypothetically possible claims (some examples of which are

mentioned in the Release).

      Mr. Araujo further argues that the Release is ambiguous because it does not

contain specific citations to the employment-related provisions that are the subject

of his multi-faceted waiver. His contention in that regard verges on the frivolous, as

even a quick glance at the actual language of the Release will indicate. While the

Release does not make specific reference to statutes by their numerical designations,

it clearly and unambiguously states that Mr. Araujo waives, inter alia, his right to

pursue “claims with the * * * Rhode Island Commission for Human Rights”—

which, we note, would include charges of discrimination. See G.L. 1956 § 28-5-13;

G.L. 1956 § 42-87-5. As such, the failure to numerically reference each statutory

section does not render the Release ambiguous.

      Lastly, Mr. Araujo contends that the Release is ambiguous because it does not

define the term “employer” in the second sentence of the Release, which states:

“This release waives any other claims I could make against my employer * * *.”


                                        - 18 -
This argument is without merit. The term “my employer,” when considered in the

context of the two-page release document, definitively rebuts Mr. Araujo’s

contention that there is some ambiguity as to the identity of the “employer” being

referenced.11 It is clear from the four corners of the Release that the reason for the

existence of that document was a desire to settle Mr. Araujo’s workers’

compensation claim as well as any other claims that Mr. Araujo may have had

against Family Dollar. It goes without saying that workers’ compensation claims

involve an allegedly injured employee and his or her employer. Accordingly, when

the reader bears in mind that employment-related context and when the same reader

notes that the Release proceeds to address “other claims” immediately after

addressing the workers’ compensation claim of Mr. Araujo (Family Dollar’s former

employee), it is clear to us beyond peradventure that the reference in the Release to

“my employer” must necessarily be deemed to relate to the same entity that was

being released from its employee’s workers’ compensation claim—namely, Family

Dollar. It is noteworthy that no other “employer” had had any involvement in the

matter.




11
       See Smith v. United States, 508 U.S. 223, 229 (1993) (“Language, of course,
cannot be interpreted apart from context. The meaning of a word that appears
ambiguous if viewed in isolation may become clear when the word is analyzed in
light of the terms that surround it.”).
                                        - 19 -
      As is so often the case, taking into account the entirety of a contractual

agreement dispels any asserted ambiguity. See Sturbridge Home Builders, Inc., 890

A.2d at 62 (“When determining whether a contract is ambiguous, the agreement is

viewed in its entirety * * *.”); Rivera, 847 A.2d at 284 (“[I]t is well established that

a document must be viewed in its entirety * * *.”). It is our definite opinion that,

when the instant Release is read in its entirety, the term “employer” therein refers to

Mr. Araujo’s employer, Family Dollar, and to no other entity or person.

      As we have held with respect to Mr. Araujo’s contention about the

consideration for the Release and about the Release’s reference to “other claims,”

we similarly perceive absolutely no ambiguity with respect to the identity of the

“employer” referenced in the Release. In our judgment, the Release is entirely free

from any ambiguity.

                                          IV

                                     Conclusion

      For the reasons set forth in this opinion, we reverse the judgment of the

Superior Court, and order that judgment be entered in favor of Family Dollar on its

declaratory judgment claim. The record may be returned to that tribunal.




                                         - 20 -
      Justice Long, with whom Chief Justice Suttell joins, dissenting. Because

I believe that the release is ambiguous, I respectfully dissent.

      In reviewing the Superior Court’s decision on Family Dollar’s motion for

summary judgment, this Court must view the facts and all reasonable inferences

therefrom in the light most favorable to Mr. Araujo. E.g., Walsh v. Lend Lease (US)

Construction, 155 A.3d 1201, 1204 (R.I. 2017).             I submit that the following

undisputed facts are therefore pertinent to this appeal.

      Family Dollar hired Mr. Araujo as a customer service representative/clerk on

June 12, 2007, and promoted him to the position of store manager a little more than

a year later. Mr. Araujo was managing a store in Pawtucket, Rhode Island, on

January 17, 2012, when he suffered a workplace injury to his neck and back. Mr.

Araujo received workers’ compensation benefits from January 18, 2012, until

August 12, 2012, when he returned to work. Mr. Araujo experienced a recurrence

of his neck and back injuries in March 2013 and thereafter pursued further workers’

compensation benefits.

      By letter dated September 12, 2014, counsel for Mr. Araujo asserted that

Family Dollar had constructively discharged Mr. Araujo on February 12, 2014, after

Mr. Araujo’s supervisor learned that Mr. Araujo had been diagnosed with HIV and

allegedly took several adverse employment actions against Mr. Araujo because of




                                         - 21 -
that diagnosis.1 Counsel for Mr. Araujo advised Family Dollar that Mr. Araujo

intended to file a complaint with the Rhode Island Commission for Human Rights

and the United States Equal Employment Opportunity Commission for alleged

violations of various disability, civil rights, and employment laws.

      On September 23, 2014, Mr. Araujo signed a petition for commutation of

workers’ compensation benefits pursuant to G.L. 1956 § 28-33-25. Mr. Araujo also

signed the release at issue in this case, which was drafted by a representative of

Family Dollar. The release is a type of contract, and thus principles of contract law

govern its interpretation. Young v. Warwick Rollermagic Skating Center, Inc., 973

A.2d 553, 558 (R.I. 2009). This Court must review the release as a whole and give

the language used “its plain, ordinary and usual meaning.” W.P. Associates v.

Forcier, Inc., 637 A.2d 353, 356 (R.I. 1994). “A contract is ambiguous when it is

‘reasonably susceptible of different constructions.’” Young, 973 A.2d at 558 n.6



1
  Mr. Araujo’s decision to disclose his diagnosis for purposes of this litigation was
his decision to make. I suspect that he made the decision purposefully and after
careful consideration, particularly in light of the allegation, contained in the letter
dated September 12, 2014, that Mr. Araujo’s supervisor “searched [Mr. Araujo’s
belongings] and discovered Mr. Araujo’s [medical] papers containing his HIV
positive diagnosis.” I respect Mr. Araujo’s decision and refer to his diagnosis with
the intention of empowering him as he continues to live with HIV. See Centers for
Disease Control and Prevention, Ways to Stop HIV Stigma and Discrimination,
https://www.cdc.gov/stophivtogether/hiv-stigma/ways-to-stop.html#Stigma-
Language-Guide (“The words we use matter. Learn how to talk openly about HIV
and stigma in a way that can help empower those living with HIV.”) (last visited
April 12, 2022).
                                        - 22 -
(quoting Westinghouse Broadcasting Co., Inc. v. Dial Media, Inc., 122 R.I. 571, 579,

410 A.2d 986, 991 (1980)). Additionally, “ambiguity may be inferred from the

omission of an explicit reference to a claim in a release[.]” W.P. Associates, 637

A.2d at 356 (citing Aetna Casualty & Surety Company v. Farr, 594 A.2d 379, 381

(R.I. 1991)).

      Applying these principles of contract law to the instant matter, I begin by

viewing the document, simply titled “RELEASE” (hereinafter the Release), in its

entirety, giving the language used “its plain, ordinary and usual meaning.” W.P.

Associates, 637 A.2d at 356. In the first sentence of the Release, the plain language

establishes that Mr. Araujo, in exchange for $20,000, waived any claims he could

make against Family Dollar and Sedgwick related to workers’ compensation benefits

paid for a specific workplace injury. That specific injury was sustained by Mr.

Araujo on January 17, 2012, in the course of his employment. In the second sentence

of the Release, the plain language establishes that Mr. Araujo “waive[d] any other

claims [he] could make against [his] employer, its agents, assigns, or successors,

including, but not limited to, claims under the Americans with Disabilities Act,

claims with the Rhode Island Governor’s Commission on the Handicapped, Rhode

Island Commission for Human Rights, Equal Employment Opportunity

Commission, FETA [sic], United States Department of Labor, United States

Department of Justice, Workers’ Compensation Court, or any other agencies,


                                       - 23 -
tribunals, commissions, or courts.” (Emphasis added.)           Finally, the Release

concludes with Mr. Araujo’s representation that he has not applied for or ever

received Medicare or Social Security benefits, which information is relevant for

lump-sum commutation in lieu of periodic workers’ compensation payments. See

Medicare Secondary Payer provisions of the Social Security Act of 1965, 42 U.S.C.

§ 1395y(b)(2)(A)(ii); 20 C.F.R. § 404.408(g) (2021).

      It is my view that the language in the Release waiving “any other claims * *

* including, but not limited to, claims under the Americans with Disabilities Act,

claims with the * * * Rhode Island Commission for Human Rights, [and] Equal

Employment Opportunity Commission” is reasonably susceptible of different

constructions and is therefore facially ambiguous. Young, 973 A.2d at 558 n.6

(stating that a contract is ambiguous when reasonably susceptible of more than one

interpretation). On the one hand, that language can be interpreted, as Family Dollar

asserts, as a general, all-encompassing release that incorporates any possible

disability discrimination claims, including Mr. Araujo’s pending HIV-status

disability discrimination claim, which arose more than two years after he sustained

his workplace injury. On the other hand, it is also reasonable to interpret “any other

claims” as referring to any possible disability discrimination claims arising as a

result of the January 17, 2012 workplace injury, especially in light of the reference

to that specific workplace injury in the first sentence of the Release.


                                        - 24 -
      The latter interpretation aptly describes the circumstances this Court faced in

Young, where this Court held that a broadly-worded release governed the settlement

of both a plaintiff-employee’s workers’ compensation claim for a work-related

shoulder injury and her disability discrimination claim resulting from the same

injury. Young, 973 A.2d at 555-56, 559. In Young, the plaintiff-employee waived

“all claims * * * in any way growing out of any personal injuries * * * resulting or

to result from any and all incidents or injuries occurring during [the plaintiff-

employee’s] employment[.]” Young, 973 A.2d at 556 (emphasis added). The Court

noted the significance of the connection between the disability and the work-related

injury, id. at 556 n.3, and stated that “[i]t is clear * * * that [the] plaintiff[-

employee]’s physical handicap discrimination claim came into being as a result of

the personal injury that she sustained at the workplace; in other words, the physical

handicap discrimination claim came into being as a result of the workplace injury.”

Id. at 559.

      While Young evinces a reasonable, alternative interpretation of the language

in the present case waiving “any other claims * * * including, but not limited to,

claims under the Americans with Disabilities Act, claims with the * * * Rhode Island

Commission for Human Rights, [and] Equal Employment Opportunity

Commission[,]” there is a critically important distinction in Mr. Araujo’s case that

underscores the ambiguity of the Release: Mr. Araujo’s disability discrimination


                                       - 25 -
claim did not come into being “as a result of ” his workplace injury. See Young, 973

A.2d at 559. Mr. Araujo has alleged that Family Dollar discriminated against him

because of his HIV status, a claim with no factual nexus to his January 2012

workplace injury and one that arose more than two years after the workplace injury,

when he allegedly suffered a constructive termination.

      Like the Court in Farr, cited previously, I deem the omission of any explicit

reference to a known claim to be significant. “Despite Aetna’s apparent knowledge

that [the employee] intended to pursue her claim for uninsured-motorist benefits

during the pendency of the workers’ compensation action, the release

mentions specifically only ‘those claims arising out of a certain loss as a result of the

happening which occurred on August 12, 1983, while in the employ of the above

employer-payor, which has been the subject matters [sic] of certain proceedings

under said Workers’ Compensation Act.’” Farr, 594 A.2d at 381. Family Dollar

knew, during the pendency of Mr. Araujo’s workers’ compensation claim, that Mr.

Araujo intended to pursue his HIV-status disability discrimination claim before the

Rhode Island Commission for Human Rights. Nevertheless, the representative from

Family Dollar who drafted the Release mentioned only the workers’ compensation

claim with specificity.

      Mr. Araujo’s HIV-status disability discrimination claim was not a “further

hypothetically possible claim[]” as the majority suggests, but a known claim arising


                                         - 26 -
after his January 17, 2012 workplace injury, from a separate, unrelated alleged act

or occurrence by his employer. Cf. Nelson v. Ptaszek, 505 A.2d 1141, 1142, 1143

(R.I. 1986) (holding that language in a release stating that the plaintiff released the

defendant “from any and all claims * * * arising from any act or occurrence up to

the present time” clearly “envinc[ed] an intent to waive all claims” and therefore

encompassed an unspecified claim for contribution) (emphasis added). In my view,

the failure to reference the pending HIV-status disability discrimination claim with

specificity was a material omission that renders the effect of the Release unclear and

“necessitates a factual determination regarding the intent of the parties.” Farr, 594

A.2d at 381; see Lockridge v. The University of Maine System, 597 F.3d 464, 469

n.3 (1st Cir. 2010) (“A ‘material’ fact is one ‘that might affect the outcome of the

suit under the governing law.’”) (quoting Anderson v. Liberty Lobby, Inc., 477 U.S.

242, 248 (1986)).

      It is also important to note that, although Mr. Araujo signed the Release as

“EMPLOYEE,” the Release identifies neither Sedgwick nor Family Dollar as the

employer. In fact, viewing the document in its entirety, at no point does the Release

define Mr. Araujo’s employer or reference a petition for commutation for workers’

compensation benefits. Cf. Young, 973 A.2d at 556 (quoting release in full, which

identifies only one potential employer and references a petition for commutation).

Additionally, there is no consideration set forth for Mr. Araujo’s general release of


                                        - 27 -
“any other claims,” which only serves to emphasize that the Release is facially

incomplete and therefore ambiguous.

       Because the Release is facially ambiguous, I turn to the undisputed extrinsic

evidence to determine the parties’ intent.2 See W.P. Associates, 637 A.2d at 356;

Waterman v. Waterman, 93 R.I. 344, 349-50, 175 A.2d 291, 294 (1961).

Specifically, I look to Mr. Araujo’s petition for commutation, filed in the Workers’

Compensation Court (WCC) pursuant to § 28-33-25; the answer filed by Family

Dollar and Sedgwick in response; the transcript of the commutation hearing held in

the WCC on October 6, 2014; and the commutation order entered on October 6,

2014. The commutation order states that “[u]pon payment of the above, respondents

shall be forever released from further liability to the petitioner for any and all injuries

suffered by the petitioner while employed by the respondent, known or unknown,

under the Workers’ Compensation Act, and shall be fully discharged of record.”

(Emphasis added.)

       The undisputed extrinsic evidence, properly considered in light of the facial

ambiguity of the Release, demonstrates that Family Dollar paid $20,000 in



2
  In opposing Mr. Araujo’s motion for summary judgment, Family Dollar did not
“identify any evidentiary materials already before the court and/or present its own
competent evidence demonstrating that material facts remain[ed] in genuine
dispute.” Doe v. Gelineau, 732 A.2d 43, 48 (R.I. 1999). Rather, Family Dollar again
argued that the Release was unambiguous, and that no further evidence was
necessary to determine the intent of the parties.
                                          - 28 -
consideration of the workplace injury and the commutation of future weekly

indemnity benefits. The parties agreed to include in the waiver any potential claims

arising under the Workers’ Compensation Act only.

      Ambiguities in a contract are construed against the drafter. E.g., Fryzel v.

Domestic Credit Corporation, 120 R.I. 92, 98, 385 A.2d 663, 666-67 (1978). I

therefore construe the release of “any other claims” against Family Dollar, and I

conclude that the Release did not extend to Mr. Araujo’s disability discrimination

claim related to his HIV status. Accordingly, it is my opinion that Mr. Araujo did

not waive his known disability discrimination claim by virtue of signing the Release,

and that the trial justice’s decision, and the resulting judgment, should therefore be

affirmed.




                                        - 29 -
                                               STATE OF RHODE ISLAND
                                        SUPREME COURT – CLERK’S OFFICE
                                              Licht Judicial Complex
                                                250 Benefit Street
                                              Providence, RI 02903

                                 OPINION COVER SHEET

                                     Family Dollar Stores of Rhode Island, Inc. v. Justin B.
Title of Case
                                     Araujo et al.
                                     No. 2020-163-Appeal.
Case Number
                                     (PC 16-1113)

Date Opinion Filed                   April 14, 2022

                                     Suttell, C.J., Goldberg, Robinson, Lynch Prata, and
Justices
                                     Long, JJ.

Written By                           Associate Justice William P. Robinson III


Source of Appeal                     Providence County Superior Court


Judicial Officer from Lower Court    Associate Justice Melissa E. Darigan

                                     For Plaintiff:

                                     Eric B. Mack, Esq.
                                     Matthew D. Strauss, Esq.
Attorney(s) on Appeal                For Defendant:

                                     Richard A. Sinapi, Esq.
                                     Danilo A. Borgas, Esq.
                                     Kate C. Brody, Esq.




SU-CMS-02A (revised June 2020)