Opinion
14-P-500
12-31-2014
VOLKSWAGEN GROUP OF AMERICA, INC. v. COLLEEN M. SOROKA & others.
NOTICE: Decisions issued by the Appeals Court pursuant to its rule 1:28 are primarily addressed to the parties and, therefore, may not fully address the facts of the case or the panel's decisional rationale. Moreover, rule 1:28 decisions are not circulated to the entire court and, therefore, represent only the views of the panel that decided the case. A summary decision pursuant to rule 1:28, issued after February 25, 2008, may be cited for its persuasive value but, because of the limitations noted above, not as binding precedent.
MEMORANDUM AND ORDER PURSUANT TO RULE 1:28
We discern in the defendants' various arguments on appeal no cause to disturb the judgment entered in the Superior Court and accordingly affirm it, for substantially the reasons articulated by the judge in his memorandum of decision on the plaintiff's motion for summary judgment.
As the motion judge observed, the terms of the settlement agreement are clear and unambiguous, and it is settled that the terms of such settlement agreements generally are entitled to respect and enforcement. See, e.g., Scully v. Tillery, 456 Mass. 758, 771 (2010). The defendants' resort to the separate mediation agreement is misplaced; quite apart from any question of privilege attaching to settlement discussions, there is no reason to look to extrinsic or parol evidence (including evidence of negotiations that preceded the final agreement) to construe unambiguous provisions of an integrated agreement. See Amerada Hess Corp. v. Garabedian, 416 Mass. 149, 155 (1993).
We likewise discern no error in the conclusion by the motion judge that the exception from the confidentiality provisions contained in paragraph 13 of the settlement agreement for disclosures "required by law" does not authorize the defendants to respond to discovery requests made within an action they voluntarily initiated (the complaint which included information that the settlement agreement prohibited from disclosure).
In any event, as the motion judge observed, there is little support for the defendants' claim that they will suffer great harm in the prosecution of their separate action against Commerce Insurance Company (Commerce) if they are unable to avoid operation of the confidentiality provisions contained in the settlement agreement. In particular, the Supreme Judicial Court has declined to recognize an independent legal claim, whether in negligence or under G. L. c. 93A, for spoliation of evidence. See Fletcher v. Dorchester Mut. Ins. Co., 437 Mass. 544, 547-549 (2002); Gath v. M/A Com, Inc., 440 Mass. 482, 498-499 (2003).
We note in addition that (i) the basis for the defendants' claim against Commerce was known to the defendants at the time they entered into the settlement agreement with the plaintiff, yet the defendants made no attempt to exclude from the confidentiality agreement any right to disclose such information as might be necessary to prosecute a claim for damages against Commerce; and (ii) the settlement agreement (including the confidentiality provision) was submitted to, and approved by, a Superior Court judge in the defendants' prior action against the plaintiff, on the parties' joint motion for its approval.
The defendants make no argument and cite no authority suggesting that the confidentiality provisions contained in the settlement agreement should not be enforced for reasons of public policy, and we accordingly do not consider the question.
Judgment affirmed.
By the Court (Kantrowitz, Green & Sullivan, JJ.),
The panelists are listed in order of seniority.
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Clerk Entered: December 31, 2014.