Opinion
C.A. No. 05C-03-284-JRJ.
Submitted: August 29, 2007.
Decided: October 26, 2007.
Upon Defendant's Motion for Summary Judgment—Denied.
Neilson C. Himelein, Esq., Community Legal Aid Society, Inc., Wilmington, DE.
Sherry V. Hoffman, Esq.Department of Justice, Wilmington, DE.
Daniel R. Losco, Esq. Losco Marconi, P.A., Wilmington, DE.
Dear Counsel:
Before the Court is the defendant's Motion for Summary Judgment. Defendant Apartment Communities Corporation ("ACC") claims that Price's execution of a "General Release" in another matter releases it from any liability in the instant action. According to ACC, the General Release expressly discharges it, its agents and all persons associated with it who may have any liability for any cause of action that Price had at the time she executed the General Release.
The General Release executed by Price in May 2006 reads as follows:
For the Sole Consideration of FIFTEEN THOUSAND DOLLARS ($15,000.00, the receipt and sufficiency whereof is hereby acknowledged, the undersigned, GLORIA PRICE, hereby releases and forever discharges APARTMENT COMMUNITIES CORPORATION AND FIREMAN'S FUND INSURANCE COMPANY, their heirs, executors, administrators, agents and assigns, and all other persons, firms or corporations liable or who might be claimed to be liable, none of whom admit any liability to the undersigned but all expressly deny any liability, from any and all claims, demands, damages, actions, causes of action or suits of any kind or nature whatsoever, and particularly on account of all injuries, known and unknown, both to person and property, which have resulted or may in the future develop from a February 1, 2004, incident involving a cabinet which dislodged from the wall at 7 Colony Boulevard, Apartment 306, Wilmington, New Castle County, Delaware.
Undersigned hereby declares that the terms of this settlement have been completely read and are fully understood and voluntarily accepted for the purpose of making full and final compromise adjustment and settlement of any and all claims, disputed or otherwise, on account of the injuries and damages above mentioned, and for the express purpose precluding forever any additional claims arising out of the aforesaid accident.
As further consideration for payment of said sum, the undersigned agrees to protect, indemnify and hold harmless the said Releases against any claim for damages, reimbursement of liens, medical or otherwise, payment of outstanding medical expenses, compensation or otherwise growing out or resulting from injury in connection with the above mentioned accident.
The accident for which this release applies is the same accident which is the subject of litigation in the Superior Court of the State of Delaware in and for New Castle County being Gloria Price and Traci Price v. Apartment Communities Corporation, Civil Action No. 05C-07-40 CHT. Said lawsuit will be dismissed as part of this settlement.
Undersigned hereby accepts draft or drafts as final payment of the consideration set forth above.
Def. Mot. Summ. J., Ex. A, Docket Item ("D.I.") 71, at 1.
According to ACC, this General Release is clear, unambiguous, and expressly releases ACC from any liability in this case. In opposition, Price argues that the release is not ambiguous and clearly does not release ACC from liability in the instant action, rather, it releases all claims and damages in connection with the February 1, 2004 medicine cabinet accident. The State Human Relations Commission ("SHRC") argues that the General Release is "ambiguous as a matter of law," because "it is subject to more than one interpretation," but that "[n]o reasonable juror could disagree that the parties did not intend to include the Fair Housing case in the release."
On Feb. 1, 2004, Price was injured when she was struck by a medicine cabinet which fell off the wall in her Las Casas apartment. See Pl./Intervenor's Resp. to Mot. Summ. J./Cross Mot. Summ. J., D.I. 77, at 1.
Pl. State's Notice and Second Mot. Partial Summ. J., D.I. 76, at 2. Relying on 6 Del. C. § 4612(n), the SHRC also argues that the release is not applicable to it. The Court need not address this issue because it finds the release does not bar Price's Fair Housing claims.
DISCUSSION
It is well settled Delaware law that a general release "is intended to cover everything — what the parties presently have in mind, as well as what they do not have in mind . . . ." A general release acts as a general release of "all matters touching the contract." A general release is ambiguous when it is "fairly susceptible" to different interpretations or may have two or more meanings." If the Court determines the general release is ambiguous, it will look at extrinsic evidence to ascertain the parties' intentions. "The true test is not what the parties to the contract intended it to mean, but what a reasonable person in the position of the parties would have thought it meant." With these principles in mind, the Court must first determine whether the General Release is ambiguous.The General Release at issue is susceptible to two interpretations. On the one hand, a reasonable person in Price's position would have believed that the General Release released only those claims against ACC arising out of the February 2004 medicine cabinet incident, the subject of litigation in Superior Court captioned, Gloria Price and Traci Price v. Apartment Communities Corporation, C.A. No. 05C-07-40-CHT. The basis for this interpretation is:
Eagle Indus., Inc., 702 A.2d at 1232.
(1) the language in the first paragraph of the General Release:
Id. (Emphasis added).
[Price] . . . releases and forever discharges . . . [ACC] . . . from any and all claims . . . actions . . . or suits of any kind or nature whatsoever, and particularly on account of all injuries known and unknown . . . which have resulted or may in the future develop from a February 1, 2004 incident involving a cabinet . . . . the same accident which is the subject of litigation in the Superior Court of the State of Delaware in and for New Castle County being Gloria Price and Traci Price v. Apartment Communities Corporation, Civil Action No. 05C-07-40 CHT.
(2) the language in the second paragraph:
. . .on account of the injuries and damages above mentioned, and for the express purpose of precluding forever any additional claims arising out of the aforesaid accident.
(3) the language in the third paragraph:
As further consideration for payment of said sum, the undersigned agrees to protect, indemnify and hold harmless the said Releasees against any claim for damages, reimbursement of liens, medical or otherwise, payment of outstanding medical expenses, compensation or otherwise growing out of or resulting from injury in connection with the above mentioned accident.
and (4) the language in the fourth paragraph:
The accident for which this release applies is the same accident which is the subject of litigation in the Superior Court of the State of Delaware in and for New Castle County being Gloria Price and Traci Price v. Apartment Communities Corporation, Civil Action No. 05C-07-40 CHT.
On the other hand, a reasonable person in the position of ACC could have believed that the General Release released all claims Price ever had, has, or will have against ACC arising out of any action in the past, present, or future. The basis for this interpretation is the language is in the first paragraph:
GLORIA PRICE, hereby releases and forever discharges APARTMENT COMMUNITIES CORPORATION AND FIREMAN'S FUND INSURANCE COMPANY, their heirs, executors, administrators, agents and assigns, and all other persons, firms or corporations liable or who might be claimed to be liable, none of whom admit any liability to the undersigned but all expressly deny any liability, from any and all claims, demands, damages, actions, causes of action or suits of any kind or nature whatsoever . . .
Id (Emphasis added).
Having determined that the General Release is ambiguous, the Court turns to the extrinsic evidence of the parties' intent. Price insists it was not her intent to discharge ACC from liability in her Fair Housing case. The attorney who represented Price in the medicine cabinet case advised the Court that he was unaware of her Fair Housing claim when he had Price sign the General Release and, had he known about it, he "would have made sure that such claim was precluded." According to Price's attorney, it was Price's intent to release ACC "solely for the injuries [Price] . . . received in the February 1, 2004 accident involving a cabinet that dislodged . . . ." ACC has proffered no evidence to show that its counsel in the medicine cabinet case was aware of, or intended, the General Release to encompass Price's Fair Housing claim. There is no extrinsic evidence in the record to establish that any of the parties to the General Release intended it to resolveboth of Price's cases. Because the General Release was drafted by the insurance carrier for ACC, any ambiguity is construed in favor of Price. The Court concludes a reasonable person in the position of the parties would have believed that the General Release did not encompass Price's Fair Housing claim. The defendant's Motion for Summary Judgment is therefore DENIED.
Letter from L. Vincent Ramunno, Esq. to Hon. Jan R. Jurden (June 7, 2007) (filed June 12, 2007).
Id., D.I. 63.
Adams v. Jankouskas, 452 A.2d 148, 156 (Del. 1982).
IT IS SO ORDERED.