FILED No. 18-0507 – David L. Henzler v. Turnoutz LLC, and Larry Markham June 12, 2020 released at 3:00 p.m. EDYTHE NASH GAISER, CLERK WORKMAN, J., dissenting: SUPREME COURT OF APPEALS OF WEST VIRGINIA
As the circuit court correctly found, the settlement agreement at issue clearly
applies to Respondent Turnoutz, LLC (hereinafter “Turnoutz”) and encompasses the
claims brought by Petitioner David L. Henzler in this civil action. The majority’s decision
reversing that order and allowing this litigation to proceed, despite the fact that ample
discovery was conducted, is incorrect. Today’s decision is contrary to the plain language
of the settlement agreement as well as the bedrock principle that “[t]he law favors and
encourages the resolution of controversies by contracts of compromise and settlement
rather than by litigation; and it is the policy of the law to uphold and enforce such contracts
if they are fairly made and are not in contravention of some law or public policy.” Syl. Pt.
1, Sanders v. Roselawn Mem’l Gardens, Inc., 152 W. Va. 91, 159 S.E.2d 784 (1968). The
majority has not cited one case that allows a party to retain the fruits of a settlement
agreement while breaching the terms of the deal. I therefore dissent.
Before examining the language of the Severance Agreement and General
Release (hereinafter “Agreement”), it is important to summarize the facts leading up to its
execution. Mr. Henzler was employed by CrossAmerica Partners, LP (hereinafter
“CrossAmerica”) as an area supervisor at a convenience store. Mr. Henzler worked for
CrossAmerica and its predecessor, One Stop, Inc., for approximately nineteen years. The
parties describe Mr. Henzler as having worked for CrossAmerica and M&J Operations,
1 LLC (hereinafter “M&J”) interchangeably. In 2016, CrossAmerica ceased operations at
approximately forty-one convenience stores and Mr. Henzler’s position ceased to exist.
Meanwhile, Turnoutz began leasing certain One Stop sites and operating
convenience stores out of those locations. Mr. Henzler applied for a position of territory
manager with Turnoutz, and in March 2016, he was notified that he had not been selected
for the position. A month later, Mr. Henzler entered into the Agreement. In exchange for
payment of $13,721 Mr. Henzler agreed to release “any and all claims”1 against
M&J, CST Brands, Inc. (“CST”), CrossAmerica Partners LP (f/k/a Lehigh Gas Partners LP) (“CAP”), each of their respective Affiliates (as hereinafter defined), parents, partners, subsidiaries, divisions, assigns, predecessors, and successors (by merger, acquisition or otherwise), and the past, present and future officers, directors, trustees, partners, shareholders, managers, employees, agents, representatives, volunteers, consultants, insurers and attorneys of and for each of the foregoing, and their heirs, executors, administrators, legal representatives and assigns (hereinafter referred to as the “Company Released Parties”) . . . .
An attachment to the Agreement, Exhibit A, lists the job titles and ages of
persons who were selected for termination of employment as of March 2016 and eligible
to receive a severance offer. Exhibit A also lists the job titles and ages of persons who
1 The Agreement released these entities “from any and all claims, demands, causes of actions, and liabilities of any nature, but past and present, known and unknown, resulting from any act or omission of any kind occurring on or before the date of execution of this Agreement[.]” Specifically included in the claims released under the Agreement were claims arising under “the Age Discrimination in Employment Act, as amended; the Older Worker Benefit Protection Act of 1990; [and] the West Virginia Human Rights Act.” 2 were not selected for termination of employment as part of the “reorganization program,”
because they were hired by Turnoutz. The majority does not mention this document which
categorically supports Turnoutz’s position that it was an entity covered by the Agreement.
Not holding true to his end of the bargain, Mr. Henzler then filed the instant
complaint against Turnoutz in October 2016 alleging failure to hire/age discrimination.2
He claimed Turnoutz “hired a substantially younger, less qualified individual(s) for the
position” in violation of the West Virginia Human Rights Act. Following discovery,
Turnoutz filed a motion to dismiss and/or for summary judgment a year into this litigation.
Turnoutz argued that Mr. Henzler had released it from the claims he was alleging.
Following a hearing, the circuit court granted Turnoutz’s motion for
summary judgment and held that
Turnoutz, LLC and Larry Markham are Company Released Parties, affiliates, successors, franchisees, and contractually related parties of [Mr. Henzler’s] prior employer(s) according to the terms, definitions and conditions in the Release Agreement signed by [Mr. Henzler] which released all claims against such entities. Therefore, [the] Complaint, and each purported cause of action alleged therein, is barred by the actions of [Mr. Henzler] which amount to and constitute waiver and release of any right or rights that [he] may have had in relation to any matters alleged in the Complaint; and no genuine issues of material fact exist for trial.
2 Mr. Henzler also sued Turnoutz’s principal, Respondent Larry Markham. Consistent with the majority opinion, and for the sake of clarity, Turnoutz and Mr. Markham are collectively referred to here as “Turnoutz.” 3 [Mr. Henzler] waived any and all rights to assert any employment related claims against [Respondents] herein, as the [Respondents] are successors, affiliates, assigns, heirs and/or “Company Released Parties” of [Mr. Henzler’s] prior employer under the terms and conditions of the “Severance Agreement and General Release” a legally binding contractual agreement that [Mr. Henzler] voluntarily signed.
First, the circuit court correctly applied the express and unambiguous
language of the Agreement including its broad and comprehensive general release of all
claims Mr. Henzer may have had against Turnoutz after it chose not to hire him. Mr.
Henzler expressly waived any right to bring the claims alleged in the instant lawsuit when
he voluntarily entered into the Agreement in exchange for payment of $13,721. General
releases, such as the Agreement at issue, are an important tool for settling disputes precisely
because they are designed to provide “complete peace.” In re Philadelphia Stock Exch.,
Inc., 945 A.2d 1123, 1137 (Del. 2008).
Here, we are left with no room for interpretation because the language of the
Agreement is unambiguously sweeping and broad. The Agreement explicitly extinguished
all claims, known or unknown, arising out of or in any way related to Turnoutz’s decision
to not hire Mr. Henzler. In this Agreement, the parties took pains to express affirmatively
(albeit redundantly) their intention to extinguish “any and all claims, demands, causes of
actions, and liabilities of any nature, but past and present, known and unknown, resulting
from any act or omission of any kind occurring on or before the date of execution of this
Agreement.”
4 The second question presented in this case is straightforward: whether
Turnoutz is a “Company Released Party” under the Agreement. “‘A valid written
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FILED No. 18-0507 – David L. Henzler v. Turnoutz LLC, and Larry Markham June 12, 2020 released at 3:00 p.m. EDYTHE NASH GAISER, CLERK WORKMAN, J., dissenting: SUPREME COURT OF APPEALS OF WEST VIRGINIA
As the circuit court correctly found, the settlement agreement at issue clearly
applies to Respondent Turnoutz, LLC (hereinafter “Turnoutz”) and encompasses the
claims brought by Petitioner David L. Henzler in this civil action. The majority’s decision
reversing that order and allowing this litigation to proceed, despite the fact that ample
discovery was conducted, is incorrect. Today’s decision is contrary to the plain language
of the settlement agreement as well as the bedrock principle that “[t]he law favors and
encourages the resolution of controversies by contracts of compromise and settlement
rather than by litigation; and it is the policy of the law to uphold and enforce such contracts
if they are fairly made and are not in contravention of some law or public policy.” Syl. Pt.
1, Sanders v. Roselawn Mem’l Gardens, Inc., 152 W. Va. 91, 159 S.E.2d 784 (1968). The
majority has not cited one case that allows a party to retain the fruits of a settlement
agreement while breaching the terms of the deal. I therefore dissent.
Before examining the language of the Severance Agreement and General
Release (hereinafter “Agreement”), it is important to summarize the facts leading up to its
execution. Mr. Henzler was employed by CrossAmerica Partners, LP (hereinafter
“CrossAmerica”) as an area supervisor at a convenience store. Mr. Henzler worked for
CrossAmerica and its predecessor, One Stop, Inc., for approximately nineteen years. The
parties describe Mr. Henzler as having worked for CrossAmerica and M&J Operations,
1 LLC (hereinafter “M&J”) interchangeably. In 2016, CrossAmerica ceased operations at
approximately forty-one convenience stores and Mr. Henzler’s position ceased to exist.
Meanwhile, Turnoutz began leasing certain One Stop sites and operating
convenience stores out of those locations. Mr. Henzler applied for a position of territory
manager with Turnoutz, and in March 2016, he was notified that he had not been selected
for the position. A month later, Mr. Henzler entered into the Agreement. In exchange for
payment of $13,721 Mr. Henzler agreed to release “any and all claims”1 against
M&J, CST Brands, Inc. (“CST”), CrossAmerica Partners LP (f/k/a Lehigh Gas Partners LP) (“CAP”), each of their respective Affiliates (as hereinafter defined), parents, partners, subsidiaries, divisions, assigns, predecessors, and successors (by merger, acquisition or otherwise), and the past, present and future officers, directors, trustees, partners, shareholders, managers, employees, agents, representatives, volunteers, consultants, insurers and attorneys of and for each of the foregoing, and their heirs, executors, administrators, legal representatives and assigns (hereinafter referred to as the “Company Released Parties”) . . . .
An attachment to the Agreement, Exhibit A, lists the job titles and ages of
persons who were selected for termination of employment as of March 2016 and eligible
to receive a severance offer. Exhibit A also lists the job titles and ages of persons who
1 The Agreement released these entities “from any and all claims, demands, causes of actions, and liabilities of any nature, but past and present, known and unknown, resulting from any act or omission of any kind occurring on or before the date of execution of this Agreement[.]” Specifically included in the claims released under the Agreement were claims arising under “the Age Discrimination in Employment Act, as amended; the Older Worker Benefit Protection Act of 1990; [and] the West Virginia Human Rights Act.” 2 were not selected for termination of employment as part of the “reorganization program,”
because they were hired by Turnoutz. The majority does not mention this document which
categorically supports Turnoutz’s position that it was an entity covered by the Agreement.
Not holding true to his end of the bargain, Mr. Henzler then filed the instant
complaint against Turnoutz in October 2016 alleging failure to hire/age discrimination.2
He claimed Turnoutz “hired a substantially younger, less qualified individual(s) for the
position” in violation of the West Virginia Human Rights Act. Following discovery,
Turnoutz filed a motion to dismiss and/or for summary judgment a year into this litigation.
Turnoutz argued that Mr. Henzler had released it from the claims he was alleging.
Following a hearing, the circuit court granted Turnoutz’s motion for
summary judgment and held that
Turnoutz, LLC and Larry Markham are Company Released Parties, affiliates, successors, franchisees, and contractually related parties of [Mr. Henzler’s] prior employer(s) according to the terms, definitions and conditions in the Release Agreement signed by [Mr. Henzler] which released all claims against such entities. Therefore, [the] Complaint, and each purported cause of action alleged therein, is barred by the actions of [Mr. Henzler] which amount to and constitute waiver and release of any right or rights that [he] may have had in relation to any matters alleged in the Complaint; and no genuine issues of material fact exist for trial.
2 Mr. Henzler also sued Turnoutz’s principal, Respondent Larry Markham. Consistent with the majority opinion, and for the sake of clarity, Turnoutz and Mr. Markham are collectively referred to here as “Turnoutz.” 3 [Mr. Henzler] waived any and all rights to assert any employment related claims against [Respondents] herein, as the [Respondents] are successors, affiliates, assigns, heirs and/or “Company Released Parties” of [Mr. Henzler’s] prior employer under the terms and conditions of the “Severance Agreement and General Release” a legally binding contractual agreement that [Mr. Henzler] voluntarily signed.
First, the circuit court correctly applied the express and unambiguous
language of the Agreement including its broad and comprehensive general release of all
claims Mr. Henzer may have had against Turnoutz after it chose not to hire him. Mr.
Henzler expressly waived any right to bring the claims alleged in the instant lawsuit when
he voluntarily entered into the Agreement in exchange for payment of $13,721. General
releases, such as the Agreement at issue, are an important tool for settling disputes precisely
because they are designed to provide “complete peace.” In re Philadelphia Stock Exch.,
Inc., 945 A.2d 1123, 1137 (Del. 2008).
Here, we are left with no room for interpretation because the language of the
Agreement is unambiguously sweeping and broad. The Agreement explicitly extinguished
all claims, known or unknown, arising out of or in any way related to Turnoutz’s decision
to not hire Mr. Henzler. In this Agreement, the parties took pains to express affirmatively
(albeit redundantly) their intention to extinguish “any and all claims, demands, causes of
actions, and liabilities of any nature, but past and present, known and unknown, resulting
from any act or omission of any kind occurring on or before the date of execution of this
Agreement.”
4 The second question presented in this case is straightforward: whether
Turnoutz is a “Company Released Party” under the Agreement. “‘A valid written
instrument which expresses the intent of the parties in plain and unambiguous language is
not subject to judicial construction or interpretation but will be applied and enforced
according to such intent.’ Syl. pt. 1, Cotiga Development Company v. United Fuel Gas
Company, 147 W. Va. 484, 128 S.E.2d 626 (1963).” Syl. Pt. 1, Sally-Mike Props. v.
Yokum, 175 W. Va. 296, 332 S.E.2d 597 (1985).
The circuit court also correctly found that Turnoutz fell under the broad
umbrella of entities covered by the Agreement as it is a successor of Mr. Henzler’s former
employers considering the seamless transition of the business operation. “Where the terms
of a contract are clear and unambiguous, they must be applied and not construed.” Syl. Pt.
2, Bethlehem Mines Corp. v. Haden, 153 W. Va. 721, 172 S.E.2d 126 (1969). Under the
agreement, Mr. Henzler agreed to release any claims against “M&J, CST Brands, Inc.
(“CST”), CrossAmerica Partners LP (f/k/a Lehigh Gas Partners LP) (“CAP”), each of their
respective Affiliates . . . , parents, partners, subsidiaries, divisions, assigns, predecessors,
and successors (by merger, acquisition or otherwise)[.]” (Emphasis added).
Addressing the term “successors,” the majority states that: “Turnoutz cites
to the Master Lease Agreement and its amendments, the tertiary agreements, and its own
discovery responses to substantiate its argument that it is a successor to CAP due to its
continuance of CAP’s operations of the One Stop stores.” The majority wholly disregards 5 the import of this undisputed relevant evidence: Turnoutz was “otherwise” a successor
when it assumed the interests of the various companies operating the One Stop stores.
Genuine issues of dispute material fact do not remain when evidence demonstrates that
Turnoutz was a successor under the plain and ordinary meaning of that term3 because it
was vested with the rights and duties of the earlier corporations by “other assumption of
interests,” which is precisely why summary judgment in favor of Turnoutz was the
appropriate ruling.
The majority opinion muddles through the various corporate relationships
and agreements. And all to what end? None at all, it turns out. By remanding this case for
further proceedings, the majority drops us back where we began, leaving the circuit court
and the parties with zero guidance moving forward. Respectfully, I would enforce the plain
terms of the Agreement and affirm.
3 A “successor” is defined as: “[a] corporation that, through amalgamation, consolidation, or other assumption of interests, is vested with the rights and duties of an earlier corporation.” Black’s Law Dictionary (11th ed. 2019). 6