GLM PARTNERSHIP v. Hartford Cas. Ins. Co., 99-CV-264.

• Decision Date: 11 May 2000
• Docket Number: No. 99-CV-264.,99-CV-264.
• Citation: 753 A.2d 995
• Parties: GLM PARTNERSHIP, Appellant, v. HARTFORD CASUALTY INSURANCE COMPANY, Appellee.
• Court: D.C. Court of Appeals

753 A.2d 995

GLM PARTNERSHIP, Appellant, v. HARTFORD CASUALTY INSURANCE COMPANY, Appellee.

No. 99-CV-264.

District of Columbia Court of Appeals.

Argued March 14, 2000.

Decided May 11, 2000.

John G. Gill, Jr., Rockville, MD, for appellant.

Jeffrey A. Wothers, Baltimore, MD, for appellee.

Before STEADMAN, FARRELL and GLICKMAN, Associate Judges.

STEADMAN, Associate Judge:

A building owned by appellant GLM Partnership (GLM) was destroyed in a fire. Appellee Hartford Casualty Insurance Company (Hartford) was the insurer of the building. GLM brought a negligence action against Hartford to recover the difference between its claimed actual loss and the lesser coverage provided by the policy. The trial court dismissed the action. Because GLM executed a valid release of all claims against Hartford upon receipt of the insurance payment for the subject loss, we affirm.

I.

Although some facts have been disputed, the following material facts have been acknowledged by both parties. GLM owned the property at 5601-5611 Georgia Avenue, N.W., Washington, D.C., which housed Morton's Department Store. Since at least 1981, GLM used Catucci, Farley & Snider, Inc. (Catucci), as an independent insurance agent, through whom it purchased coverage from various insurance companies. Beginning in 1985, GLM, through Catucci, contracted with Hartford to provide insurance coverage for the real property in question.

Although the insurance policy was nominally a "replacement cost" policy, by its terms any recovery was ultimately limited by the amount of insurance actually purchased by GLM. The policy also included an automatic inflation guard, which, according to GLM, was intended to automatically increase insurance coverage by 4% for each year of the policy.¹ In addition, the policy stated that "[n]o one may bring a legal action against us under the Coverage. . . unless . . . the action is brought within 2 years after the . . . loss." By 1987, GLM carried fire insurance in the amount of $842,625 covering the property.

Prior to GLM's renewal of its policy for 1988, Hartford contacted Catucci. Hartford informed the agent that it estimated the value of the property at only $600,000 and suggested that GLM was over-insuring. Subsequently, GLM renewed its policy with Hartford, through Catucci, to reflect coverage of only $600,000.

On August 5, 1993, the property was destroyed by fire. On November 22, 1993, Hartford tendered a check to GLM in the amount of $763,066.67, of which $674,960 represented the total amount of fire insurance coverage at the time of the loss.² In connection with the insurance payoff, an agent for GLM executed a "Sworn Statement in Proof of Loss." The statement acknowledged that GLM agreed with Hartford as to the total amount of loss to the building, the actual cash value of the property at the time of the fire, and the amount of insurance coverage. On the same date, the same GLM agent executed a "Subrogation Receipt" (Receipt). On its face, the Receipt acknowledged receipt of the insurance check as "full payment, release and discharge of all claims or demands" against Hartford "arising from or connected with" the fire loss.

On August 5, 1996, three years after the fire, GLM filed a negligence action against Hartford for $600,000.³ In its complaint, GLM alleged that the amount paid by Hartford failed to cover a significant portion of its loss, and that Hartford was responsible for the under-insurance. The case was founded on a compilation of theories arising from Hartford's alleged fiduciary duty towards its insured. GLM claimed that Hartford negligently reduced coverage on the building. It asserted that Hartford underestimated the value of the property by basing its estimate on an incorrect square-footage measurement. GLM also alleged that for the years 1992 and 1993 Hartford failed to automatically increase coverage pursuant to the inflation protection provision of the policy. Finally, GLM claimed that Hartford negligently failed to offer GLM the option of environmental and site cleanup insurance.

Hartford's renewed motion to dismiss or, in the alternative, for summary judgment⁴ was granted by the trial court on the ground that the suit was in substance one brought under the policy and thus barred by the two-year statute of limitations provided in the policy terms.⁵ GLM appeals this ruling.⁶

II.

The disposition of this case on appeal is governed by the oft-repeated standard of review for a grant of summary judgment.

We review the grant or denial of a summary judgment motion de novo. See Walton v. District of Columbia, 670 A.2d 1346, 1353 (D.C.1996)

. Summary judgment is appropriate only if no genuine issue of material fact exists and the movant is entitled to judgment as a matter of law. See Colbert v. Georgetown Univ., 641 A.2d 469, 472 (D.C. 1994) (en banc). It is "`properly granted if (1) taking all reasonable inferences in the light most favorable to the nonmoving party, (2) a reasonable juror, acting reasonably, could not find for the nonmoving party, (3) under the appropriate burden of proof.'" Kendrick v. Fox Television, 659 A.2d 814, 818 (D.C. 1995) (quoting Nader v. de Toledano, 408 A.2d 31, 42 (D.C.1979),

cert. denied, 444 U.S. 1078, 100 S.Ct. 1028, 62 L.Ed.2d 761 (1980)).

Kitt v. Capital Concerts, Inc., 742 A.2d 856, 858 (D.C.1999).

A.

We begin by noting that "[a] release is a form of contract, and the rules of contract construction govern its interpretation. . . . Where the language is clear and unambiguous, its plain language is relied upon in determining the parties' intention. Where the terms of the document leave no room for doubt, the effect of the release can be determined as a matter of law." District of Columbia v. Washington Hosp. Center, 722 A.2d 332, 342 (D.C.1998) (citing Lamphier v. Washington Hosp. Center, 524 A.2d 729, 732-35 (D.C.1987)); Sacks v. Rothberg, 569 A.2d 150, 154 (D.C. 1990) (whether a contract is unambiguous is a question of law reviewed de novo on appeal); see also Bolling Federal Credit Union v. Cumis Ins. Soc., Inc., 475 A.2d 382, 385 (D.C.1984)

("If the release is facially unambiguous, we must rely solely upon its language as providing the best objective manifestation of the parties' intent.")

We think the release here is plain on its face. In sweeping terms, it provides for a comprehensive settlement of all claims or demands by GLM against Hartford connected in any way with the August 5 fire loss. It reads in this regard as follows: "Received from Hartford Ins. Co. the sum of $763,066.67 in full payment, release and discharge of all claims or demands against the said Company, arising from or connected with any loss or damage on or to Building & Loss of Rents at 5601-5611 Georgia Ave., N.W., Washington, D.C., Property Owned by GLM Partnership which loss or damage arose or occurred on or about the 5th day of August 1993." We do not see how the language could have been much clearer. It unambiguously purports to release Hartford from any claims for loss brought by GLM, whether on the contract or otherwise. Bolling, supra, 475 A.2d at 385 (contract should be construed as a whole "so as to give meaning to all of the express terms").

The present case is dissimilar to prior decisions where, faced with the issue of multiple-defendant liability, we have refused to treat a purportedly "general" release as a valid disclaimer in certain situations. In those scenarios, unlike here, we were faced with a release whose terms did not specifically extend its provisions to cover entities who were not a party to the release contract. See, e.g., District of Columbia v. Washington Hosp. Center, supra, 722 A.2d at 332

; Noonan v. Williams, 686 A.2d 237, 245 (D.C.1996); Lamphier v. Washington Hosp. Center, 524 A.2d 729, 732 (D.C.1987). Conversely, the release here was executed by the party against whom it is sought to be enforced and clearly states that "all claims" for "any loss" are released. See Bolling, supra, 475 A.2d at 385 (contract, executed by adversary, providing that party was released from liability for "all claims of any kind" acted as valid release of all claims).

It is true that, following the general release language quoted above, the policy contains a further provision that the tendered sum is "in full payment, release and discharge of all claims or demands against the said Company under the certain policy of insurance made by said Company and numbered 42UWAA0601 arising upon or connected with any such loss or damage," in addition to a subrogation provision assigning to Hartford all claims that GLM might have against third parties. GLM argues in effect that these latter provisions should be the only operative ones, and that the release therefore did not bar a suit founded in negligence. The mere fact that the release did not use the terms "negligence" or "tort" did not render invalid its application as a general release. See, e.g., Derzavis v. Security Storage Co. of Washington, 703 A.2d 839, 840 (D.C.1997)

(relinquishment of right to sue on "any claim" for "damage" to property, "barred [plaintiff] from asserting a claim for breach of contract or negligence"). On the contrary, the fact that the release contract here failed to specifically reserve GLM's right to file claims against Hartford beyond the contract supports an interpretation that the release of "all claims" meant just that. See Bolling, supra, 475 A.2d at 386 (defendant "may not have known the extent of its losses when it signed the release agreement, but it did have the means to articulate and bargain for appropriate language of reservation, if that was its intent").⁷ Nor does the fact that the release contains a clause specifying its operation with respect to claims under the insurance policy limit the more general language of the opening provision. Id. at 385 (contract which purported to release both specified claims as well as "all claims of any kind or character," acted as a valid release for all ...