Estate of Givens v. U.S. National Bank of Clayton

938 S.W.2d 679, 1997 Mo. App. LEXIS 230, 1997 WL 63693
CourtMissouri Court of Appeals
DecidedFebruary 18, 1997
DocketNo. 69725
StatusPublished
Cited by7 cases

This text of 938 S.W.2d 679 (Estate of Givens v. U.S. National Bank of Clayton) is published on Counsel Stack Legal Research, covering Missouri Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Estate of Givens v. U.S. National Bank of Clayton, 938 S.W.2d 679, 1997 Mo. App. LEXIS 230, 1997 WL 63693 (Mo. Ct. App. 1997).

Opinion

PUDLOWSKI, Judge.

John Givens (Givens), as president and director of U.S. National Bank of Clayton (Bank), was sued by the Office of Comptroller of Currency (OCC) for violating federal banking laws. On October 31, 1990, the Bank’s Board of Directors (Board) passed a resolution agreeing to indemnify Givens for legal fees incurred in his defense of the OCC’s action. On November 8, 1990, the Board dismissed Givens as president and director. In exchange for severance benefits, Givens signed a general release. When the Bank later refused to indemnify Givens for legal fees incurred in the OCC’s action, he brought suit against the Bank. The trial court found for the Bank, holding the general release relieved the Bank of its agreement to pay Givens’ attorneys’ fees. We affirm.

I. Background

From 1988 until late 1990 Givens was president and chief executive officer of the Bank. Under federal banking law Givens was required, as the Bank’s president, to also be a director. In October 1990 the OCC notified the Bank it was initiating proceedings against the directors and executive officers of the Bank for violating various federal banking laws. On October 31, 1990, the Board passed a resolution pledging to indemnify Givens and other directors for legal fees they incurred in defense of the OCC’s proceedings. On November 6,1990, the Board voted to offer Givens the opportunity to resign or, if he refused, to fire him. In return for a severance package from the Bank, Givens signed a release on November 8 and resigned as president and as a director of the Bank the following day.

The OCC pursued its investigation of Givens. During the course of the investigation, Givens incurred attorneys’ fees totaling over $120,000. Before the OCC could render a final judgment on Givens’ actions, Givens died in a car accident in January 1993. Within a month after Givens’ death, the OCC dismissed the action against Givens, citing his death as its reason. Givens’ estate, by and through his personal representative, demanded the Bank pay for legal fees Givens incurred during the OCC’s proceedings. The Bank refused. Givens’ estate then brought this suit against the Bank seeking reimbursement for his legal fees.

The parties submitted a series of stipulated facts to the trial court. Based upon these facts, the trial court found the release executed by Givens was unambiguous and relieved the Bank of its obligation to pay Givens’ attorneys’ fees. From this ruling, Givens appeals.

On appeal Givens raises two points. First, the release contains a latent ambiguity and, as such, the trial court erred in refusing to allow extrinsic evidence to disclose the parties’ intent when signing the release. Second, Givens was entitled to reimbursement for attorneys’ fees under Missouri law. We will address each of these in turn.

II. Standard of Review

When reviewing a court-tried ease, the appellate court “shall review the case upon both the law and the evidence as in suits of an equitable nature.” Rule 73.01(c). In reviewing the facts where the record is stipulated but not all of the ultimate facts or factual inferences have been conceded, this court [681]*681reviews the stipulated facts in the light most favorable to the respondent and disregards inferences favorable to the appellant. Graue v. Mo. Property Ins. Placement, 847 S.W.2d 779, 782 (Mo. banc 1993). “Appellate courts should exercise the power to set aside a decree or judgment on the ground that it is ‘against the weight of the evidence’ with caution and with a firm belief that the decree or judgment is wrong.” Murphy v. Carron, 536 S.W.2d 30, 32 (Mo. banc 1976). Finally, “a bench tried judgment which reaches the correct result will not be set aside even if the trial court gives a wrong or insufficient reason for its judgment.” Graue, 847 S.W.2d at 782. With these guidelines in mind, we now turn to Givens’ appeal.

III. Givens’ Appeal

A Whether the release constituted an unambiguous, general release and thus relieved the Bank of its pledge to pay Givens’ attorneys’fees.

Givens’1 first point on appeal deals with the release signed on November 8,1990:

Release
In consideration of the agreement of U.S. National Bank of Clayton to pay me a severance benefit equal to my last base salary 2 with the Bank pro rated from the date of my termination, November 8,1990, through January 9, 1991, which I understand and acknowledge that the Bank is not required to pay, I hereby release and agree to hold harmless U.S. National Bank of Clayton, its officers, directors and shareholders, and their respective successors, heirs and assigns, from any and all liability, actions, causes of action, claims, demands and damages, whether or not now known or contemplated, of whatever name or nature, in any manner arisen, arising or to arise form [sic] or in connection with, directly or indirectly, my hiring, employment and dismissal by U.S. National Bank of Clayton and any other matter whatsoever involving my relationship with U.S. National Bank of Clayton, its officers, directors or shareholders.
Dated: November 8,1990
/s/ John R. Givens

In the first point on appeal, Givens argues two subpoints. First, the use of the word “relationship” is ambiguous in that it could have meant any one of the relationships he had with the bank; i.e. president, director, shareholder or depositor. Because of this ambiguity, Givens argues, extrinsic evidence should have been permitted to show which relationship Givens intended when he signed the release. Second, Givens argues the release actually relates first, with a specific issue (those “arising or to arise from or in connection with, directly or indirectly, my hiring, employment and dismissal by [the Bank]”) and, secondly with a general issue (“and any other matter whatsoever involving my relationship with [the Bank], its officers, directors or shareholders”). Citing an extensive list of Missouri cases, Givens argues the general issue is limited by the specific issue. We will address the former point first.

“In construing a release, as with any contract, the intention of the parties governs and any question concerning the scope and extent of the release is said to be determined by what may fairly be said to be in the parties’ contemplation, which in turn is resolved in the light of all the surrounding facts and circumstances under which the parties acted.” [Cites omitted]. Slankard v. Thomas, 912 S.W.2d 619 (Mo.App. S.D.1995). “The intent of the parties, however, is governed by the language used in the release. [Cites omitted]. Plain language forecloses speculation about intent of the parties. [Cite omitted].” Id. And “[t]he mere fact the parties disagree upon the interpretation of a document does not render it ambiguous.” Boat[682]*682men’s Trust Co. v. Sugden, 827 S.W.2d 249, 254 (Mo.App. E.D.1992).

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Bluebook (online)
938 S.W.2d 679, 1997 Mo. App. LEXIS 230, 1997 WL 63693, Counsel Stack Legal Research, https://law.counselstack.com/opinion/estate-of-givens-v-us-national-bank-of-clayton-moctapp-1997.