Young v. Warwick Rollermagic Skating Center, Inc.

OPINION

for the Court.

Theresa Young (plaintiff), appeals to this Court from the Superior Court’s grant of summary judgment in favor of the defendants, Warwick Rollermagic Skating Center, Inc. and John Durnye (defendants).

We are called upon in this case to decide whether a particular written release agreement is all-encompassing or, as plaintiff contends, is rather more narrow in scope. For the reasons set forth in this opinion, it is our view that the release at issue does indeed clearly constitute a waiver by plaintiff of her right to pursue all claims and demands that she might have had against the entities and persons referenced in the release document at the time that she signed it. Accordingly, it is our opinion that summary judgment was properly granted.

This case came before this Court on January 27, 2009, pursuant to an order directing the parties to appear and show cause as to why the issues raised in this appeal should not be summarily decided. Having considered the record, the legal memoranda filed by the parties, and the oral arguments, we are of the opinion that cause has not been shown and that this case should be decided without further briefing or argument. For the reasons set forth herein, we deny the appeal and affirm the judgment of the Superior Court.

Facts1 and Travel

The plaintiff in this case was formerly the general manager of Warwick Roller-magic Skating Center. She sustained a work-related injury on July 11, 1996, when she was struck by a patron’s automobile in the parking lot of the roller skating rink. She suffered a shoulder injury and was out of work for a time as a result of this accident. Within a short period of time following the accident, she resumed her duties as a manager working — on average, fifty hours every week until her employment was terminated in June of 2000.2

After sustaining the above-referenced injury, plaintiff filed a workers’ compensation claim in the Rhode Island Workers’ Compensation Court, which claim was still pending at the time her employment was terminated. After her termination, she filed a charge of discrimination with the Rhode Island Commission for Human Rights on March 26, 2001; she alleged that the termination of her employment was the result of unlawful discrimination against her because of her physical handi*556cap.3

On March 27, 2002, plaintiff settled her workers’ compensation claim; and, as part and parcel of that settlement, she signed a broadly worded release as well as a resignation from employment.4 The release was signed by plaintiff in the presence of a notary public; the document that was signed was entitled, “RELEASE AND SETTLEMENT OF CLAIM.” The text of that document reads in its entirety as follows:

“KNOW ALL MEN BY THESE PRESENTS, that the undersigned THERESA YOUNG, (the employee), being of full age, for the sole consideration of $38,038.00 to be paid by or on behalf of ROLLERMAGIC ROLLER RINKS, its insurer(s), and their successors, assigns and companion companies, the receipt whereof is hereby acknowledged, do hereby release, acquit and forever discharge said party or parties, and all persons, firms or corporations liable by, through or under the above-named, from all claims and demands, actions and causes of action, damages, costs, loss of service, expenses and compensation or claims for dependency benefits, medical benefits, mental injury, specific compensation, loss of use, and/or disfigurement, and property damages, on account of, or in any way growing out of any 'personal injuries, whether known or unknown to me at the present time resulting or to result from any and all incidents or injuries occurring during my employment, more especially an occurrence(s) whereby I sustained a work-related injury(s), which injury(s) and oceurrence(s) are described in a certain Petition for Commutation of the employee that relates to this Release, which Petition has or will be filed with the Rhode Island Workers’ Compensation Court, and do hereby covenant to indemnify and save harmless said parties released hereby from and against all claims and demands whatsoever on account of, or any way growing out of said occurrence(s) and injury(s), or their results, both to the person and property.

It is further agreed that this Release expresses a full and complete settlement of a liability claimed and denied, regardless of the adequacy of the aforesaid payments made, and that said payment and acceptance of this Release shall not operate as an estoppel, waiver or bar with respect to any claim the party or parties released may have against the employee.” (Emphasis added.)

Several months later, in September of 2002, plaintiff commenced an action against defendants in the Superior Court for Kent County, alleging violations of the following anti-discrimination statutes: the Civil Rights Act of 1990, G.L. 1956 chapter 112 of title 42; the State Fair Employment Practices Act, G.L. 1956 chapter 5 of title 28; and the Civil Rights of People with Disabilities Act, G.L. 1956 chapter 87 of title 42.5 The plaintiff filed an amended complaint with the Superior Court on October 8, 2002, which raised substantially identical claims. In due course, defendants filed a motion for summary judgment requesting that summary judgment *557be entered in their favor and that plaintiffs complaint be dismissed; a hearing on that motion was held on March 26, 2007.

At the hearing on their motion for summary judgment, defendants argued that plaintiffs complaint should be dismissed on the following grounds: (1) that she had resigned from her employment; (2) that she had executed a release of her claims; and (3) that she had not established a prima facie case that she was an individual with a disability under either the State Fair Employment Practices Act or the Rhode Island Civil Rights Act. At the hearing, plaintiff argued that the March 27, 2002 release related only to the workers’ compensation case and did not relate to her discrimination claims.

The hearing justice ruled that the language of the release was “global” and “all encompassing,” and she further stated that the release was “signed with particular knowledge that there was a pending claim that wasn’t specifically exempted from the broad language of the release.” Accordingly, the hearing justice determined that plaintiffs physical handicap discrimination action was not exempt from the effect of the release, and she granted defendants’ motion for summary judgment.

An order granting defendants’ motion for summary judgment was entered on April 2, 2007, and judgment was entered on the same day. The plaintiff filed a timely notice of appeal.

On appeal, plaintiff argues that the release did not apply to her employment discrimination claims because her workers’ compensation claim was separate and distinct from those claims and that, therefore, the language in the release should be read as applying only to her workers’ compensation claim and not as barring her discrimination claims. The plaintiff contends that the March 27, 2002 release is ambiguous because it does not explicitly refer to her physical handicap discrimination claim despite the fact that the discrimination claim was pending at the time that the release was signed. On that basis, plaintiff contends that, pursuant to this Court’s decision in Aetna Casualty & Surety Co. v. Farr, 594 A.2d 379 (R.I.1991), her discrimination claims are not barred by the terms of the above-quoted release.

Standard of Review

It is true that summary judgment is “an extreme remedy that warrants cautious application.” Gardner v. Baird, 871 A.2d 949, 952 (R.I.2005). Nevertheless, Rule 56 of the Superior Court Rules of Civil Procedure constitutes a procedural device that, in the proper circumstances, plays an appropriate role in separating the wheat from the chaff in the litigation process.

When this Court reviews the granting of a motion for summary judgment, it does so in a de novo manner, and it applies the same standards as did the motion justice. Planned Environments Management Corp. v. Robert, 966 A.2d 117, 121 (R.I.2009); Catrozza v. Voccola, 962 A.2d 73, 76 (R.I.2009); Estate of Giuliano v. Giuliano, 949 A.2d 386, 391 (R.I.2008).

In conducting such a review, this Court must “review the evidence in the light most favorable to the nonmoving party.” See, e.g., Cullen v. Lincoln Town Council, 960 A.2d 246, 248 (R.I.2008). And the party who opposes the motion “carries the burden of proving by competent evidence the existence of a disputed material issue of fact and cannot rest on allegations or denials in the pleadings or on conclusions or legal opinions.” Accent Store Design, Inc. v. Marathon House, Inc., 674 A.2d 1223, 1225 (R.I.1996); see also Carrozza, 962 A.2d at 76; McAdam v. Grzelczyk, 911 A.2d 255, 259 (R.I.2006).

*558Once having conducted the review referred to in the previous paragraph, we will affirm the grant of summary judgment “if there exists no genuine issue of material fact and the moving party is entitled to judgment as a matter of law.” Lynch v. Spirit Rent-A-Car, Inc., 965 A.2d 417, 424 (R.I.2009); see also Carlson v. Town of Smithfield, 723 A.2d 1129, 1131 (R.I.1999) (holding that the granting of summary judgment pursuant to Rule 56 will be upheld “when a review of the admissible evidence viewed in the light most favorable to the nonmoving party reveals no genuine issues of material fact, and the moving party is entitled to judgment as a matter of law”).

Analysis

I. The Controlling Legal Principles

A release is a contractual agreement, and the various principles of the law of contracts govern the judicial approach to a controversy concerning the meaning of a particular release. See Lennon v. MacGregor, 423 A.2d 820, 822 (R.I.1980); see also Julian v. Zayre Corp., 120 R.I. 494, 498, 388 A.2d 813, 815 (1978); Ratzlaff v. Seven Bar Flying Service, Inc., 98 N.M. 159, 646 P.2d 586, 589 (Ct.App.1982) (“Releases, being contractual in nature, are governed by the laws of contracts generally * ⅜

Whether a particular contract is or is not ambiguous is a question of law. 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.”); see also Merrimack Mutual Fire Insurance Co. v. Dufault, 958 A.2d 620, 625 (R.I.2008); National Refrigeration, Inc. v. Standen Contracting Co., 942 A.2d 968, 971 (R.I.2008); Rotelli v. Catanzaro, 686 A.2d 91, 94 (R.I.1996) (“Whether the terms of a contract are clear and unambiguous is itself a question of law * * *.”).6 Accordingly, a trial court’s ruling as to that issue is reviewed by this Court on a de novo basis. Zarrella v. Minnesota Mutual Life Insurance Co., 824 A.2d 1249, 1259 (R.I.2003) (“[T]his Court reviews the trial justice’s interpretation of contracts de novo.”).

When a contract is determined to be clear and unambiguous, then “the meaning of its terms constitute a question of law for the court * * Cassidy v. Springfield Life Insurance Co., 106 R.I. 615, 619, 262 A.2d 378, 380 (1970); see also Clark-Fitzpatrick, Inc./Franki Foundation Co. v. Gill, 652 A.2d 440, 443 (R.I.1994).7

In determining whether or not a particular contract is ambiguous, the court should read the contract “in its entirety, giving words their plain, ordinary, and usual meaning.” Mallane v. Holyoke Mutual Insurance Company in Salem, 658 A.2d 18, 20 (R.I.1995); see Cerilli v. Newport Offshore, Ltd., 612 A.2d 35, 37-38 (R.I.1992) (“Unless plain and unambiguous *559intent to the contrary is manifested, words used in contract language are assigned their ordinary meaning.”). And, while carrying out this task, the court should “refrain from engaging in mental gymnastics or from stretching the imagination to read ambiguity ⅜ * ⅜ where none is present.” Mallane, 658 A.2d at 20; see also Lynch, 965 A.2d at 425; Aetna Casualty & Surety Co. v. Sullivan, 633 A.2d 684, 686 (R.I. 1993); Mullins v. Federal Dairy Co., 568 A.2d 759, 762 (R.I.1990); McGowan v. Connecticut General Life Insurance Co., 110 R.I. 17, 19, 289 A.2d 428, 429 (1972).

II. The Application of Those Controlling Principles

In our judgment, the language of the notarized release document at issue in this case is unambiguous. We are struck by the sweeping and comprehensive nature of the language that the release document contains. It is replete with such straightforward English words as “any” and “all.”8 We are quite unable to read the document other than as an all-encompassing release, whereby plaintiff released, acquitted, and forever discharged defendants from “all claims and demands, actions and causes of action ⅜ ⅝ * on account of, or in any way growing out of any personal injuries * * * resulting or to result from any and all incidents or injuries occurring during my employment * * (Emphasis added.)

The phrase “in any way growing out of any personal injuries” which we have italicized in the release document that we quoted in the Facts and Travel section of this opinion is of special significance. It is clear to us that plaintiffs 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.9

In view of our conclusion as to the unambiguous nature of the release language, there is no reason not to accept the release document and apply it at face value.10 See Gorman, 883 A.2d at 739 n. 11 (“Under established contract law principles, when there is an unambiguous contract and no proof of duress or the like, the terms of the contract are to be applied as written.”); see also 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.”); Zarrella, 824 A.2d at 1259 (“If the terms are found to be unambiguous, ⅞ ⅜ * the task *560of judicial construction is at an end and the parties are bound by the plain and ordinary meaning of the terms of the contract.”); Clark-Fitzpatrick/Franki Foundation Co., 652 A.2d at 443 (“In 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.”).

We acknowledge the fact that Ms. Young does not consider the release agreement to have the clear meaning that we believe it has. While we respect plaintiffs right to assert her position, the mere fact that parties differ as to the meaning of an agreement does not necessarily mean that the agreement is in fact ambiguous. See City Investing Company Liquidating Trust v. Continental Casualty Co., 624 A.2d 1191, 1198 (Del.1993) (“[T]he language of an agreement * * * is not rendered ambiguous simply because the parties in litigation differ concerning its meaning.”). When, as in this case, we are confronted with unambiguous contractual words, what is claimed to have been the subjective intent of the parties is of no moment. Vincent Co. v. First National Supermarkets, Inc., 683 A.2d 361, 363 (R.I. 1996) (“When a contract is unambiguous, * ⅞ * the intent of the parties becomes irrelevant.”); Westinghouse Broadcasting Co. v. Dial Media, Inc., 122 R.I. 571, 581 n. 10, 410 A.2d 986, 991 n. 10 (1980) (“[T]he intent we seek is not some undisclosed intent that may have existed in the minds of the contracting parties but is instead the intent that is expressed in the language of the contract.”).11 It would be difficult to improve upon the articulation by the Supreme Court of Pennsylvania of this crucially important principle of contract law; in the case of Shovel Transfer and Storage, Inc. v. Pennsylvania Liquor Control Board, 559 Pa. 56, 739 A.2d 133, 138 (1999), that court wrote as follows:

“It is firmly settled that the intent of the parties to a written contract 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.”

Our ruling today is not at all inconsistent with this Court’s holding in Aetna Casualty & Surety Co. v. Farr, 594 A.2d 379 (R.I.1991).12 In that case, Shirley Farr, the defendant in a declaratory judgment action brought by Aetna, had been injured in an automobile accident with an uninsured motorist while she was driving a vehicle that was owned by her employer and insured by Aetna, which company was also the workers’ compensation carrier for her employer. Ms. Farr filed a claim for workers’ compensation benefits and eventually signed a release in favor of both Aetna and her employer in exchange for the payment to her of $40,000.13 At the *561time that this release was executed, Aetna was apparently aware that Ms. Farr intended to pursue a claim for uninsured motorist benefits (id. at 381); and, after signing the just-referenced release, she did in fact institute an action to recover such benefits. Id. at 380.

The release that was signed by the defendant in Farr specifically referred to her workers’ compensation claim, but it made no mention of an uninsured motorist claim. That release document included language releasing claims “which ha[d] been the subject matter[] of certain proceedings under said Workers’ Compensation Act * * Farr, 594 A.2d at 381. Although the release also contained language that was consistent with a general release, the Court determined that the omission of any reference in the release to Ms. Farr’s uninsured motorist claim gave rise to an ambiguity and, as a result, summary judgment was inappropriate.

Although at first blush there appears to be some commonality between Farr and the case at bar, upon sustained analysis it becomes clear that Farr is not controlling precedent with respect to the instant case.14 Unlike the release in Farr, the language of the release in the instant case released defendant from “all claims and demands, actions and causes of action, damages ⅜ * * on account of, or in any way growing out of any personal injuries, whether known or unknown to me at the present time * * This language is similar to the language contained in the release at issue in W.P. Associates v. Forcier, Inc., 637 A.2d 353 (R.I.1994). In W.P. Associates, the agreement released “any and all” obligations relating to certain enumerated events. Although the phrase “promissory note” was not used in the release, this Court held that the promissory note at issue in that case was “clearly referenced and released by the agreement” since it arose from actions taken with respect to certain of the enumerated activities. Id. at 355, 357. Similarly, the language in the release document at issue in this case applies to both Ms. Young’s discrimination claims and her workers’ compensation claim since both arose from the injury that she incurred on July 11, 1996.

We can perceive no reason for invalidating the instant release or its all-encompassing scope. See generally, Guglielmi v. Rhode Island Trust Financial Corp., 573 A.2d 687, 689 (R.I.1990) (discussing the factors to be considered when the validity of a release is at issue). That being so, we must respect the instant release as we would any other contractual agreement that has been properly entered into. In the words of one distinguished jurist: *562“Were it otherwise, signed contracts would be little more than scraps of paper, subject to the selective recollection of the parties in interest.” D’Antuono v. CCH Computax Systems, Inc., 570 F.Supp. 708, 714 (D.R.I.1983) (Selya, J.).

Conclusion

For the reasons set forth in this opinion, the judgment of the Superior Court is affirmed, the plaintiffs appeal is dismissed, and the papers in this case may be remanded to the Superior Court.