Opinion
No. 11–P–1530.
2012-10-16
Paul ABDELLA & another v. SEIBOLD PLUMBING & HEATING, INC., & others.
By the Court (COHEN, RUBIN & CARHART, JJ.).
MEMORANDUM AND ORDER PURSUANT TO RULE 1:28
The plaintiffs appeal from the allowance of the defendants' motions to dismiss their complaint alleging that the defendants failed to properly remediate the plaintiffs' property, as required by a settlement agreement reached in prior litigation between the plaintiffs and defendants Harris Oil, Inc. (Harris), and Hydro Environmental Technologies, Inc. (HETI). We affirm the dismissal as to four defendants-Seibold Plumbing & Heating, Inc.; GV Engineering, LLC; TMC Services, Inc.; and Pioneer Oil Company, Inc. (collectively, the contractor defendants); and reverse and remand as to the remaining two defendants—Harris and HETI (collectively, the original defendants).
Background. As reflected in the plaintiffs' present complaint, the prior litigation arose from damages sustained as a result of the release of oil into the plaintiffs' basement during a heating oil delivery by Harris, and subsequent remediation work performed by HETI. The prior litigation settled during trial; the parties executed a general mutual release of all claims,
and entered into a settlement agreement pursuant to which the plaintiffs received a total of $310,000 in cash, and a promise by the original defendants to complete the remediation of the plaintiffs' property. Both the release and the settlement agreement are appended to the plaintiffs' complaint in the present case. By its terms, the release runs not only to the original defendants but also to their “contractors [and] sub-contractors,” and extends to future claims “whether or not such claims or any of the underlying events upon which they may be based have yet arisen or occurred.” Irrespective of the terms of the release, however, the settlement agreement grants the signatories (as relevant here, Harris, HETI, and the plaintiffs) limited recourse in the event that a party “has not met the terms of this agreement,” stating that, in such circumstances, “the dissatisfied party's sole and exclusive remedy shall be to seek specific performance of this agreement.” The settlement agreement also contains a provision stating that “[t]he house shall not be demolished as a part of the remediation.”
The document, which is entitled, “general mutual release of all claims,” employs broad wording that operates to settle all other unrelated matters, even though the release was prompted by the settlement of a specific dispute. Such broad releases have long been held valid and enforceable. See Eck v. Godbout, 444 Mass. 724, 728–729 (2005).
The plaintiffs' present complaint alleges that the original defendants did not perform their obligations under the terms of the settlement agreement, and violated G.L. c. 93A. The complaint further alleges that the contractor defendants, who were retained by HETI to perform remediation work at the plaintiffs' residence, performed their work negligently, and violated G.L. c. 93A. The plaintiffs seek damages from all of the defendants, despite the remedy restriction in the settlement agreement between the plaintiffs and the original defendants.
Contractor defendants. The claims against the contractor defendants were properly dismissed based upon the general release given by the plaintiffs in connection with the settlement of the prior litigation. By its plain terms, that release extended to the contractor defendants even though they were not parties to the settlement, and applied to claims arising from work performed by them even after the settlement was concluded. Where, as here, the complaint showed that the contractor defendants were entitled, as matter of law, to the affirmative defense of release, the complaint did not state a claim upon which relief could be granted as to them.
See Cavanagh v. Cavanagh, 396 Mass. 836, 838 (1986).
Contrary to the plaintiffs' arguments, the terms of the release do not offend public policy. The release came about as a result of a negotiated settlement in a case where the plaintiffs were represented by counsel and received substantial consideration in the form of a large sum of money and a commitment by the original defendants to complete the remediation at the plaintiffs' property. The authorities relied upon by the plaintiffs, G.L. c. 149, § 29C, and Zavras v. Capeway Rovers Motorcycle Club, Inc., 44 Mass.App.Ct. 17, 19 (1997), have no relevance in these circumstances.
Original defendants. The original defendants stand on a different footing from the contractor defendants because, notwithstanding the release, they separately agreed to complete the remediation and to be subject to an action for specific performance should the plaintiffs be dissatisfied with the work. While acknowledging the remedy restriction in the settlement agreement, the plaintiffs argue that they are entitled to damages as an equitable substitute because specific performance became unavailable through no fault of their own. According to the plaintiffs, the remediation work was so poorly performed that the house had to be demolished. The original defendants respond, however, that the plaintiffs elected to demolish their house without good cause, without giving notice of their intention to do so, and in violation of the specific term of the settlement agreement mandating that the house not be destroyed.
Because the allegations of the complaint alone are inadequate to resolve this aspect of the dispute, it was premature to decide it at the motion to dismiss stage. We therefore are obliged to vacate the dismissal of the plaintiffs' claims against the original defendants and remand for further proceedings to determine whether or not the plaintiffs have legitimate grounds to seek damages as a substitute remedy for specific performance.
We express no opinion as to the ultimate validity of any such claim or the proper way in which to compute any such damages.
Conclusion. So much of the judgment as dismisses the plaintiffs' claims against Harris and HETI is vacated, and the case is remanded to the Superior Court for further proceedings consistent with this decision. In all other respects, the judgment is affirmed .
We have considered the defendants' requests for appellate attorney's fees and decline to award them. The parties shall bear their own costs.
So ordered.