Appel v. Ford Motor Co.

• Decision Date: 03 June 1985
• Citation: 111 A.D.2d 731,490 N.Y.S.2d 228
• Parties: Nathan APPEL, Respondent, v. FORD MOTOR COMPANY, et al., Appellants.
• Court: New York Supreme Court — Appellate Division

Page 228

490 N.Y.S.2d 228

111 A.D.2d 731

Nathan APPEL, Respondent, v. FORD MOTOR COMPANY, et al., Appellants.

Supreme Court, Appellate Division,

Second Department.

June 3, 1985.

Donovan Leisure Newton & Irvine, New York City (Howard R. Reiss, Louis C. Lustenberger and Robin Kaufman, New York City, of counsel), for appellants.

Baratta & Goldstein, New York City (Howard J. Goldstein, New York City, of counsel), for respondent.

Before LAZER, J.P., and GIBBONS, O'CONNOR and WEINSTEIN, JJ.

MEMORANDUM BY THE COURT.

In an action, inter alia, to recover damages for fraud, conspiracy and restraint of trade, defendants appeal from an order of the Supreme Court, Nassau County (Meade, J.), dated December 21, 1983, which denied their motion for summary judgment on the first, third, fourth, sixth, seventh and eighth causes of action of the complaint.

Order modified, on the law, by granting defendants' motion for summary judgment to the extent of dismissing the first, third, fourth and eighth causes of action, and the general release referred to in the fourth cause of action is declared valid. As so modified, order affirmed, without costs or disbursements.

This case involves the demise of defendant Empire Ford Sales, Inc., a car dealership of which defendant Ford Motor Company was the majority shareholder and in which plaintiff Appel and a business associate had invested. In 1974, after losing their equity as a result of extensive dealership losses, plaintiff and his associate reinvested, along with Ford, in the Empire dealership. Prior to this reinvestment, however, at Ford's request, plaintiff signed both a general release, relieving Ford of any liability for its conduct to date, and a covenant not to sue for any future loss of his reinvestment contribution. Subsequently, Ford conducted an audit of the Empire dealership, made "chargebacks" against it, and later terminated the Empire dealership owing to continued losses. After plaintiff commenced the instant action for losses arising from the termination, defendants moved for summary judgment on the first, third, fourth, sixth, seventh and eighth causes of action of the complaint. Special Term denied the relief, and this appeal followed.

The first cause of action, asserted against Ford only, and the third cause of action, brought against both defendants, allege various fraudulent and improper acts by Ford which caused injury to plaintiff. Although all the allegations comprising these claims involved facts and events which occurred prior to the execution of the release, Special Term declined to dismiss either cause of action (or the fourth cause of action seeking a declaration that the release was unenforceable), apparently finding that triable issues of fact were raised by plaintiff's contention that the release was obtained through coercion and duress. It is firmly established that a valid release which is clear and unambiguous on its face and which is knowingly and voluntarily entered into will be enforced as a private agreement between parties (see Fleming v. Ponziani, 24 N.Y.2d 105, 299 N.Y.S.2d 134, 247 N.E.2d 114; Matter of Schaefer, 18 N.Y.2d 314, 274 N.Y.S.2d 869 221...