Okemo Mountain, Inc. v. United States Sporting Clays Ass'n

376 F.3d 102, 2004 WL 1588092

Opinions

Judge JACOBS dissents in a separate opinion.

JOHN M. WALKER, JR., Chief Judge.

Defendant-counter-claimant-appellant Patrick Sikorski (“Sikorski”) appeals the judgment of the United States District Court for the District of Vermont (J. Gar-van Murtha, District Judge) granting summary judgment to plaintiff-counter-defendant-appellee Okemo Mountain, Inc. (“Okemo”) on Okemo’s motion to renew a judgment against Sikorski from 1995 and on Sikorski’s motion pursuant to Federal Rule of Civil Procedure 60(b)(5) for relief from the judgment on the basis of newly-discovered terms of a release instrument used to settle the underlying lawsuit against his co-defendant and principal, United States Sporting Clays Association (“USSCA”).¹ It is stipulated that Vermont law applies to this dispute. Because Vermont law requires that ambiguous releases be interpreted by a fact-finder as a question of fact, and reasonable people could differ as to the scope of the release at issue in this case, summary judgment for Okemo as a matter of law was not appropriate. Accordingly, we VACATE and REMAND for further proceedings.

Okemo brought this action to renew a judgment that was entered against Sikor- ski in 1995. Okemo had originally sued, inter alios, Sikorski, USSCA, and USS-CA’s president, Bob Davis, for a series of tort and contract claims arising out of a failed clay shooting event. Sikorski was originally sued both in his representative capacity as an agent of USSCA and in his individual capacity. In the course of settling the lawsuit with USSCA, Okemo entered into release agreements with both Bob Davis and USSCA, who were represented by different lawyers; Sikorski represented himself in the underlying suit pro se. The instrument signed by Okemo and USSCA purported to release “officers, agents, [and] employees [of USSCA] ... of and from all, and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, ..., controversies, agreements, promises, ..., damages, judgments, ..., claims and demands whatsoever.” After releasing USSCA and its agents, Okemo proceeded to trial against Sikorski on the claims against him in his individual capacity. A copy of the release issued to USSCA and its agents was not furnished to the district court after settlement, nor was it furnished to Sikorski until 2003, when Okemo sought to renew its judgment. Okemo concedes that the instrument released Sikorski in his capacity as an agent. At issue is whether, under Vermont law, the release can be construed to bar claims against Sikorski in his individual capacity, since the underlying judgment Okemo seeks to renew found Sikorski liable only in his individual capacity.²

The district court held that the instrument could not be construed as releasing Sikorski in his personal capacity, principally relying upon Horizon Financial, F.A. v. Hansen, 791 F.Supp. 1561 (N.D.Ga.1992). The district court found that Okemo’s having abandoned the claims against Sikorski in his agency capacity after entering into the release was probative evidence that “strongly suggests” that the intention of the release was narrow; accordingly, the district court entered judgment for Okemo and renewed its 1995 judgment, notwithstanding the discovery of the release.

We review a district court’s grant of summary judgment de novo, Dallas Aerospace, Inc. v. CIS Air Corp., 352 F.3d 775, 780 (2d Cir.2003), and a district court’s denial of a Rule 60(b) motion for an abuse of discretion, Transaero, Inc. v. La Fuerza Aerea Boliviana, 162 F.3d 724, 729 (2d Cir.1998). In sum, we read Vermont law to command a different result from the one reached by the district court. Vermont law plainly requires that when “the scope of the release cannot be determined from the language alone,” and the “language of the document is ambiguous and must be clarified by reference to external evidence, construction becomes a question of fact [and][t]herefore summary judgment on this issue [is] error.” Inv. Props., Inc. v. Lyttle, 169 Vt. 487, 498, 739 A.2d 1222 (1999) (citing Hous. Vt. v. Goldsmith & Morris, 165 Vt. 428, 430, 685 A.2d 1086 (1996)). Accordingly, here, where the language of the release is exceptionally broad but might reasonably be construed more narrowly to release agents of the principal only in their representative capacities, a trial is necessary to consider “what was within the contemplation of the parties when .the release was executed, which in turn is to be resolved in the light of the surrounding facts and circumstances under which the parties acted.” Economou v. Economou, 136 Vt. 611, 619, 399 A.2d 496 (1979).

To be sure, the threshold matter of the existence of ambiguity in the release is itself a question of law. See Isbrandtsen v. N. Branch Corp., 150 Vt. 575, 577, 556 A.2d 81 (1988). A provision is ambiguous to the extent that reasonable people could differ as to its interpretation. Id. And the surrounding facts in this case do not resolve the ambiguity as a matter of law in either direction. On the contrary, we conclude that reasonable people could differ about the effect of the release upon Sikorski in his individual capacity for causes of action arising from the failed USSCA event for the following reasons: (1) Most importantly, the release could not have been more broadly drawn, but was silent about whether the instrument more specifically sought to release the class of agents from all related causes of action (even in their individual capacities) or whether the release sought to release agents only in their agency capacities; (2) The release included Sikorski’s name because his name was in the caption of the case, but failed to mention him specifically elsewhere in the instrument; (3) USSCA must have been negotiating to benefit its agents and employees, who were ultimately released by the instrument, but it is less clear whether USSCA wanted to buy peace from every aspect of the lawsuit beyond the potential of its own liability (including the benefit of not having its employees testify at any trial); (4) Okemo did not disclose the terms of the release either to the original district court at the time it settled or to Sikorski until 2003, eight years after the release was signed and judgment was entered; and (5) Bob Davis’s lawyer was not aware that Okemo proceeded to trial against Sikorski — he assumed Okemo settled with all parties through release instruments.³ Accordingly, a trial is warranted to determine what was contemplated by the parties at the time the release was executed. See Economou, 136 Vt. at 619, 399 A.2d 496. As the Vermont Supreme Court wrote in a related context ordering a trial on the terms of a release, “it is important ... that the circumstances surrounding the execution of the release be fully explored before any decision is made about its legal effect as to ... nonsigning parties].” Smith v. Gainer, 153 Vt. 442, 450, 571 A.2d 70 (1990).

Finally, we note that the district court’s reliance on Horizon, which held a general release not to extend to agents in their individual capacities, is misplaced. First, Horizon applied Pennsylvania law, which holds that releases are generally disfavored. Horizon, 791 F.Supp. at 1572. Second, Pennsylvania law, unlike Vermont law, holds that “the intent to release a nonparty must be stated with such particularity that it is beyond doubt.... Unequivocal language is required to release a non-signatory.” Id. at 1570. Third, the release construed in Horizon was drawn more narrowly than the one before us; it expressly reserved other causes of action, so could more easily be viewed as narrow. Id. at 1569-70. Accordingly, Horizon is inapposite to the question of Vermont law implicated in this case.

CONCLUSION

For the reasons set forth above, the judgment of the district court is hereby VACATED and REMANDED.

Footnotes

1

. Federal Rule of Civil Procedure 60(b)(5) enables a district court to relieve a party “from a final judgment, order, or proceeding for the following reason[]: ... the judgment has been satisfied, released, or discharged ...”

2

. "An appeal from the denial of a motion for relief from judgment [pursuant to Rule 60(b) ] raises only the question of whether that motion was properly disposed; it is not a vehicle for examining the underlying judgment itself.” Cody, Inc. v. Town of Woodbury, 179 F.3d 52, 56 (2d Cir.1999).

3

. It is also worth noting that both parties in this litigation believe that the release instrument is textually unambiguous; yet each reads it as warranting summary judgment in its favor. When each side reasonably thinks a textual provision unambiguously favors its position, and those positions are diametrically opposed, we feel comfortable treating that disagreement as somewhat probative of ambiguity.