Country Club of Jackson, Mississippi, Inc. v. Saucier, 56839

• Citation: 498 So.2d 337
• Decision Date: 12 November 1986
• Docket Number: No. 56839,56839
• Parties: The COUNTRY CLUB OF JACKSON, MISSISSIPPI, INC. v. Mary Louise SAUCIER.
• Court: United States State Supreme Court of Mississippi

Page 337

498 So.2d 337

The COUNTRY CLUB OF JACKSON, MISSISSIPPI, INC. v. Mary Louise SAUCIER.

No. 56839.

Supreme Court of Mississippi.

Nov. 12, 1986.

Heber A. Ladner, Jr., Stephen P. Kruger, Douglas E. Barfield, Upshaw & Ladner, Jackson, for appellant.

Paul Snow, David Slaughter, Jackson, for appellee.

Before HAWKINS, P.J., and PRATHER and ROBERTSON, JJ.

PRATHER, Justice, for the Court:

The question addressed in this appeal is whether a release may be modified or rescinded to exclude a non-participating and non-contributing third party who alleges beneficiary status, without consent of such party.

The Chancery Court of Hinds County held that the Country Club of Jackson, Mississippi, Inc. was not a third party beneficiary and had no standing to object to a modification of a release executed between the guest passenger in an automobile and the driver of said vehicle. The guest passenger, Mary Louise Saucier, and the estate of the deceased driver, George T. Stevens, and his insurer, negotiated a settlement and release among themselves. A year later the chancery court permitted Saucier and Stevens to modify the release excluding beneficiary status to the Country Club and denying the Country Club of Jackson, Mississippi, Inc. (hereinafter Country Club) status to object. From that adverse ruling the Country Club appeals asserting (1) its status as a third party beneficiary and (2) the necessity of its consent to modify a release extinguishing its rights and allegedly executed for its benefit. This Court affirms the decision of the Hinds County Chancery Court.

I.

On July 15, 1983, Mary Saucier was riding as a passenger in an automobile driven by Gregory T. Stevens. The automobile left the Jackson Country Club and shortly thereafter was involved in a one vehicle accident killing Gregory Stevens. Saucier sustained extensive disabling injuries and medical expenses. Saucier made a claim against the estate of Gregory T. Stevens and his insurer, United Services Automobile Insurance Company (USAA), for damages incurred in the accident. By way of settlement and release, dated March 14, 1984, USAA paid $30,000 to Mary Saucier.

On February 15, 1985, appellee, Saucier filed suit in the Circuit Court of Hinds County, Mississippi against the Country Club of Jackson alleging that appellant, The County Club, furnished alcohol to Gregory Stevens, while he was visibly intoxicated which impaired his ability to drive and resulted in the injuries to Saucier. As an affirmative defense, the Country Club alleged that the release dated March 14, 1984 released all persons (including itself) who might be liable as a result of the accident.

Thereafter, on April 2, 1985, Saucier filed a bill of complaint for rescission of contract or modification and other relief in the Chancery Court of the First Judicial District of Hinds County, Mississippi. The complaint noted:

(1) That The Country Club of Jackson was not a party to the release, nor had The County Club paid any consideration for the release, and

(2) That Saucier's medical bills for exceeded the $30,000 obtained from USAA.

On April 8, 1985, appellant filed a motion to intervene in the bill for rescission stating:

The Country Club of Jackson, Mississippi, Inc., claims an interest relating to this transaction and is so situated that the disposition of the action may come (sic) as a practical matter, impair or impede its ability to protect that interest. Therefore, it is entitled to intervene as a party Defendant herein.

The Country Club of Jackson was allowed to intervene pursuant to Rule 24, M.R.C.P. and was aligned as a party Defendant and authorized to file an answer to the Bill of Complaint for Rescission.

On September 13, 1985, Carolyn Stevens, administratrix of the estate of Gregory T. Stevens and its insurer, entered into a stipulation with the appellee to retroactively modify the release to release only the estate and its insurer.

The chancellor ruled that appellant had no standing to object to the stipulation entered into between the parties specifically named in the release and granted the release prayed for by Mary Saucier.

The Country Club now appeals.

II.

Was the Country Club entitled to third party beneficiary status?

The appellant Country Club contends that it is a third party beneficiary of the release between the guest passenger and the driver's estate and is a member of a specified class discharged under the general release language: "All other persons, firms, organizations, or corporations ..."

Recently in Smith v. Falke, 474 So.2d 1044 (Miss.1985) this Court considered a release executed between a plaintiff and one codefendant. This Court there held that the language of the release discharging a codefendant and "all others whatsoever" could not be construed to release another codefendant absent a manifest intent to do so.

Noted in that opinion was Miss.Code Ann. Sec. 85-5-1 (1972), which states as follows:

In all cases of joint or joint and several indebtedness, the creditor may settle or compromise with and release any one or more of such debtors; and the settlement or release shall not effect the right or remedy of the creditor against the other debtors for the amount remaining due and unpaid, and shall not operate to release any of the others of the said debtors;

Smith v. Falke further stated that "[w]hen the language of a contract is clear and unambiguous, parol testimony is inadmissible to contradict the written language." Id. at 1046. However, where parol evidence is offered to clear up an ambiguity or explain terms of a writing, such evidence is admissible. The courts have admitted parol evidence to show the intent of the parties as to various matters, such as persons covered or bound by the release, etc. A.L.R. Annot., 13 A.L.R.3rd 313 (1967).

Appellee Saucier also cites cases from other jurisdictions to support its contention that only parties specifically named in the release are absolved of liability. In Spector v. K-Mart Corp., 99 A.D.2d 605, 471 N.Y.S.2d 711 (App.Div.1984), K-Mart claimed to have been included within the purview of "all other persons, firms or corporations" named in a release given by Spector to Smith Kline Corp. The New York Supreme Court there found the language was more of an attempt to insulate the entire corporate structure of Smith Kline than to release some outside entity such as K-Mart. In Aymond v. State Department of Highways, 333 So.2d 380 (La.App.1976) the Louisiana State Highway Department was not a named party to a release signed between a plaintiff and an insurance company for settlement of a claim. The Louisiana Court held that the Highway Department was not within the meaning of the release's phrase: "all other persons, firms and corporations who might be liable". In Young v. State, 455 P.2d 889 (Alaska,1969) the Alaska Supreme Court held that tortfeasors are not released unless specifically named in a release. In Alsup v. Firestone Tire & Rubber Co., 101 Ill.2d 196, 77 Ill.Dec. 738, 461 N.E.2d 361 (1984) the Illinois Court held that tortfeasors must be specifically named or otherwise identified in order to be discharged by a release; and tortfeasors will not be discharged unless they have been named or specifically designated. Finally, in Duncan v. Cessna Aircraft Co., 665 S.W.2d 414 (Tex.1984) the Texas Supreme Court held that a specific identification for the release of a tortfeasor is met when the reference in the release is so particular that "a stranger can...