Opinion
No. 11–P–1857.
2012-10-23
Ori RON v. Jeffrey UNGER.
By the Court (COHEN, RUBIN & CARHART, JJ.).
MEMORANDUM AND ORDER PURSUANT TO RULE 1:28
Ori Ron, a cofounder of GenuOne, Inc., brought this action against the corporation and cofounder, Jeffrey Unger, raising claims of breach of contract and breach of the implied covenant of good faith and fair dealing. A judge subsequently granted summary judgment in favor of the defendants. We affirm.
At summary judgment, Ron waived his claims against the corporation.
Ron's claims against Unger were barred by the terms of a broad general release dated August 20, 2004, attached to and incorporated into a settlement agreement between Ron and GenuOne. That agreement resolved without limitation Ron's serious corporate mismanagement and misconduct claims against GenuOne's senior management, including Unger. Although Unger was not a party to the settlement agreement, the language of the release plainly extended to Unger, an officer, director, and stockholder of the corporation. Given its language and background, there is no question that the contracting parties clearly intended Unger to benefit from the release. See James Family Charitable Foundation v. State St. Bank & Trust Co., 80 Mass.App.Ct. 720, 723–726 (2011). The March, 2003, and April, 2003, director appointment agreements—the subject matter of Ron's claims in this lawsuit—fell within the comprehensive scope of the release. Where, as here, preexisting contracts were admittedly not excluded from the release, they did not survive it. See Schuster v. Baskin, 354 Mass. 137, 140–141 (1968). The fact that Ron may not have had those unrelated obligations in mind at the time of execution did not prevent the bar of the release. See Eck v. Godbout, 444 Mass. 724, 732 (2005); Atlas Tack Corp. v. Crosby, 41 Mass.App.Ct. 429, 433–434 (1996). Not only did Ron acknowledge receiving sufficient consideration for signing the release, he was represented by counsel at all relevant times. See Eck, supra at 730 n. 5.
The settlement agreement and the general release “constitute[d] the entire agreement between GenuOne and Ron and supersede[d] all prior and contemporaneous oral and written agreements and discussions.” Below, the parties expressly agreed that the settlement agreement and the attached mutual releases were one integrated document. The motion judge relied upon this agreement in taking integration as an undisputed fact for purposes of summary judgment. Ron is barred from taking a contrary position in this appeal. See Eastern Prod. Corp. v. Continental Cas. Co., 58 Mass.App.Ct. 16, 25 (2003).
The general release provided, as herein relevant, that Ron “remise[d], release[d] and forever discharge[d] GENUONE, INC., its current and former officers, directors, stockholders ... employees ... (each in their individual and corporate capacities) from any and all claims ... contracts ... liabilities ... [and] obligations ... whatsoever, known or unknown, of any name or nature, in law or in equity....” In fact, in his complaint, Ron pleaded that “[p]ursuant to the Settlement Agreement, Ron agreed to waive and release Genuone and Unger from all claims ...” (emphasis supplied).
We concur with the judge's ruling that the settlement agreement and the release were unambiguous. See Suffolk Constr. Co. v. Lanco Scaffolding Co., 47 Mass.App.Ct. 726, 729 (1999). Dealing as we do with an unambiguous contract, we are required to enforce the unequivocal language that the parties saw fit to use. See Radovsky v. Wexler, 273 Mass. 254, 258 (1930). Extrinsic evidence concerning the intentions and objectives of the parties was thus inadmissible. See Indus Partners, LLC v. Intelligroup, Inc., 77 Mass.App.Ct. 793, 795–796 (2010). Absent certain limited exceptions not alleged here, ignorance of the legal effect of a release is not grounds for setting it aside. See Willett v. Herrick, 258 Mass. 585, 595, cert. denied, 275 U.S. 545 (1927).
Lacking in merit, the rest of Ron's arguments do not warrant discussion.
Judgment affirmed.