Churchville v. Gacs Inc.

• Decision Date: 23 January 2008
• Docket Number: No. 1D04-2631.,1D04-2631.
• Citation: 973 So.2d 1212
• Parties: Robert N. CHURCHVILLE and Joyce Churchville, his wife, Appellants, v. GACS INCORPORATED, Ryder Automotive Operations, Inc., d/b/a Delavan, Ryder Automotive Carrier Group, Inc., and Ryder Automotive Carrier Services, Inc., Appellees.
• Court: Florida District Court of Appeals

973 So.2d 1212

Robert N. CHURCHVILLE and Joyce Churchville, his wife, Appellants, v. GACS INCORPORATED, Ryder Automotive Operations, Inc., d/b/a Delavan, Ryder Automotive Carrier Group, Inc., and Ryder Automotive Carrier Services, Inc., Appellees.

No. 1D04-2631.

District Court of Appeal of Florida, First District.

January 23, 2008.

Robert B. Guild and Floyd L. Matthews, Jr., of Spohrer, Wilner, Maxwell & Matthews, Jacksonville, for appellants.

Michael G. Tanner and Timothy J. Conner, of Holland & Knight LLP, Jacksonville, for appellees.

WOLF, J.

Robert Churchville and Joyce Churchville appeal from a final summary judgment against, them in their tort action against GACS, Inc. (GACS). The Churchvilles claim that the term "affiliate," as used in the Resignation Agreement, Waiver and Release (Release), which settled Mr. Churchville's workers' compensation claim against his employer for injuries sustained in the same accidents giving rise to his tort action against GACS, was ambiguous and, thus, did not relieve GACS of liability. The Churchvilles also assert that the language of the Release was inapplicable to their pending tort claim. We determine that the term "affiliate," as used in the context of the Release, was unambiguous and that the specific language of the Release applied to tort claims. We, therefore, affirm the final summary judgment.

On June 7, 1999, Robert and Joyce Churchville filed a personal injury claim against GACS; Ryder Automotive Operations, Inc. (RAO), d/b/a Delavan Industries, Inc. (Delavan); Ryder System, Inc. (Ryder System); Ryder Automotive Carrier Group, Inc. (RACG); and Ryder Automotive Carrier. Services, Inc. (RACS). The complaint alleged that on February 5, 1996, while employed as a car carrier driver by Commercial Carriers, Inc. (Commercial Carriers), n/k/a Allied Systems, Ltd. (Allied Systems), Mr. Churchville suffered personal injuries while loading or unloading and while tying or untying a vehicle on a Delavan car carrier/trailer utilizing a manual ratchet tie-down system. The complaint alleged that a second injury occurred on December 3, 1997, when Mr. Churchville (then employed by successor entity Allied Systems) was tying/untying another vehicle on a Delavan car carrier utilizing a ratchet tie-down system. On February 4, 2000, the Churchvilles filed an amended complaint relative to the two accidents.

GACS is the surviving corporation after a series of mergers among the corporate parties to this case: Delavan merged into RAO in 1991; RAO and RACS merged into Allied ACS, Inc., in 1998; and the name subsequently was changed to GACS. GACS admits "it is the responsible party for any liability of [the named parties RAO, d/b/a Delavan; RACG, and RACS] in this suit."

Mr. Churchville filed workers' compensation claims against Commercial Carriers and Allied Systems for the 1996 and 1997 injuries. The claims were settled in April 2000 (i.e., after the tort lawsuit was filed) pursuant to the Release which was signed by Mr. Churchville and by an "authorized agent" of Commercial Carriers, n/k/a Allied Systems, on April 28, 2000. Mr. Churchville's attorney participated in the settlement transaction, including the execution of the Release, which was drafted and prepared by the lawyer representing Mr. Churchville's employer and its workers' compensation carrier. The opening paragraph of this Release states,

COMMERCIAL CARRIERS, INC., n/k/a ALLIED SYSTEMS, LTD., as well as ALLIED SYSTEMS, LTD. and its subsidiaries, affiliates, parent companies, and their directors, officers, successors, assigns, transferees, employees, representatives, and agents, both current and former, and both individually and collectively (all hereinafter referred to as "AS") and ROBERT N. CHURCHVILLE and his heirs, assigns, executors and administrators, (hereinafter collectively referred to as "CHURCHVILLE") enter into this Resignation Agreement, Waiver and Release (hereinafter "Agreement") effective the date on which the Joint Petitions and Stipulations pertaining to the settlement of CHURCHVILLE'S workers' compensation claims arising out of the accident he sustained while working for COMMERCIAL CARRIERS, INC., n/k/a ALLIED SYSTEMS, LTD on FEBRUARY 5, 1996 and the accident he sustained while working for ALLIED SYSTEMS, LTD. on DECEMBER 3, 1997 are approved by a Judge of Compensation Claims.

(Emphasis added.)

The Release does not specifically define "affiliates" or mention GACS. The major issue before us is whether GACS is an affiliate of Allied Systems and covered by the Release.

At the time Mr. Churchville executed the Release in April 2000, an entity known as Allied Holdings, Inc. was the "parent of the Allied subsidiaries." Allied Holdings, Inc. owned 100% of the stock of Allied Automotive Group, Inc. (AAG), and Mr. Churchville's employer, Allied Systems, and GACS were each a subsidiary of AAG. AAG owned 100% of the stock of GACS, and it owned an 80% partnership interest in Allied Systems. This can be expressed diagrammatically as follows:

NOTE: OPINION CONTAINING TABLE OR OTHER DATA THAT IS NOT VIEWABLE

GACS and Allied Systems have been characterized by the Churchvilles as "sister" entities.

"The standard of review governing a trial court's ruling on a motion for summary judgment posing a pure question of law is de novo." Major League Baseball v. Morsani, 790 So.2d 1071, 1074 (Fla.2001). Whether an agreement is ambiguous is a pure question of law the resolution of which is to be reviewed de novo. See Dows v. Nike, Inc., 846 So.2d 595, 601 (Fla. 4th DCA 2003).

"The validity and effect of a settlement and release are governed by contract law." Travelers Inc. Co. v. Horton, 366 So.2d 1204, 1205 (Fla. 3d DCA 1979). A court may look beyond the language of a contract only when the document's terms are ambiguous. See Plumpton v. Cont'l Acreage Dev. Co., Inc., 830 So.2d 208, 210 (Fla. 5th DCA 2002).

The Churchvilles assert that the term "affiliates" creates an ambiguity; thus, GACS cannot assert protection from the release granted to Allied Systems. The term "affiliate" is defined as "[a] corporation that is related to another corporation by shareholdings or other means of control; a subsidiary, parent or sibling corporation." Black's Law Dictionary 59 (7th ed. 1999). That definition clearly describes the relationship between the sister corporations GACS and Allied Systems.

The Churchvilles offer several definitions which exclude sibling corporations and include only parents and subsidiaries. They assert that this creates an ambiguity. We must, however, determine whether ambiguity exists in the context of the document. The release is in favor of Allied Systems, "its subsidiaries, affiliates, [and] parent companies." Because the term "affiliates" is expressly listed in the Release in a series along with Allied Systems'"subsidiaries" and "parent companies," the statutory construction principle known as noscitur a sociis (it is known by its associates) supports the conclusion that "affiliates" are neither subsidiaries nor parent companies.¹ See People ex rel. Lungren v. Superior Court of the City & County of San Francisco, 14 Cal.4th 294, 58 Cal. Rptr.2d 855, 926 P.2d 1042, 1050 (1996) (noting that, "`[i]n accordance with this principle of construction, a court will adopt a restrictive meaning of a listed item if acceptance of a more expansive meaning would make other items in the list unnecessary or redundant, or would otherwise make the item markedly dissimilar to the other items in the list'") (quoting Moore v. California State Bd. of Accountancy, 2 Cal.4th 999, 9 Cal.Rptr.2d 358, 831 P.2d 798, 805 (1992)). In other words, one may presume that the drafters of the Release did not include a pointless term in the series. See Hillsborough County v. Fla. Rest. Ass'n, Inc., 603 So.2d 587, 590 (Fla. 2d DCA 1992) ("We must assume that the legislature did not enact a pointless provision."). "Language in a document is ambiguous when it is uncertain in meaning and may be fairly understood in more ways than one and is susceptible of interpretation in opposite ways." Barnett v. Destiny Owners Ass'n, Inc., 856 So.2d 1090, 1092 (Fla. 1st DCA 2003) (relying on Friedman v. Virginia Metal Prods. Corp., 56 So.2d 515, 517 (Fla.1952)).

The Churchvilles ask this court to accept that these two entities sharing the same parents are not affiliates. We are unable to come up with another reasonable interpretation in the context of this Release.

The Churchvilles further assert that the Release was not intended to resolve the pending tort claim against GACS. While the Release does not specifically mention the pending tort claim, the language of the Release belies the assertion that the tort claim was not to be covered by the Release.

The instant tort claim was related to and arose out of Mr. Churchville's employment. The recital clause specifically states that Mr. Churchville "wishes to waive all claims arising from his employment." The release provision itself states that Mr. Churchville "[w]aives and releases and forever discharges . . . all claims, rights and causes of action, in law or in equity, of any kind whatsoever, . . . whether such claims, rights or causes of action are now known or later discovered." This provision further dictates, "The claims, rights, and causes of action covered by this waiver and release include, but are expressly not limited to . . . any other claim, right or cause of action founded in tort. . . ." The language of the Release is clear and unambiguous. We are unable to rewrite the clear and unambiguous terms of a voluntary contract. See Med. Ctr. Health Plan v. Brick, 572 So.2d 548, 551 (Fla. 1st DCA 1990). Moreover, this rule applies even when contractual terms bind a party to a seemingly harsh bargain:

Contracts are to be construed in accordance with the plain meaning of the words contained therein. . . . It is never the role of a trial court to rewrite a contract to make it more reasonable...