Loe v. Town of Thomaston

• Decision Date: 23 December 1991
• Citation: 600 A.2d 1090
• Parties: P. Lynn LOE v. TOWN OF THOMASTON, et al.
• Court: Maine Supreme Court

Page 1090

600 A.2d 1090

P. Lynn LOE v. TOWN OF THOMASTON, et al.

Supreme Judicial Court of Maine.

Argued Nov. 20, 1991.

Decided Dec. 23, 1991.

Roger R. Therriault (orally), Bath, for plaintiff.

Randal E. Watkinson (orally), Strout, Payson, Pellicani, Hokkanen, Strong & Levine, Rockland, William H. Welte (orally), Joseph M. Cloutier Ass'n, Rockport, for defendant.

Before McKUSICK, C.J., and ROBERTS, WATHEN, GLASSMAN, CLIFFORD and COLLINS, JJ.

GLASSMAN, Justice.

P. Lynn Loe appeals from a summary judgment entered in the Superior Court (Knox County, Silsby, J.) in favor of the defendants, the Town of Thomaston and William H. Judson, the town manager, on her action for an alleged breach of contract, defamation, invasion of privacy, intentional infliction of emotional distress, wrongful discharge, and a violation of her civil rights pursuant to 42 U.S.C.A. § 1983. We find no error in the record and affirm the judgment of the Superior Court.

The Town hired Loe as a secretary and bookkeeper in September 1986. Loe had no bookkeeping experience, and in January 1988, having become increasingly dissatisfied with her expanded bookkeeping responsibilities, she informed Judson that the job was not working out and that she would be seeking other employment. After examining the Town's books, Judson requested that Loe submit a letter of resignation. Loe refused and sought the help of a union representative to initiate a grievance against the defendants on her behalf. During the grievance proceedings, the union representative negotiated a settlement that resulted in a $10,000 payment to Loe by the Town in exchange for her resignation and a signed release of all claims against the Town.

Soon after execution of the settlement agreement, a series of newspaper articles revealed that (1) Loe had resigned for personal reasons, (2) Loe had received a $10,000 settlement from the Town, and (3) the Town's books were in disarray. Loe instituted the instant action against the defendants. By their answer, the defendants alleged, inter alia, the affirmative defense of the Statute of Frauds and subsequently filed a motion for a summary judgment. After a hearing, the court granted the defendants' motion for a summary judgment, and Loe appeals.

A summary judgment is properly granted "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, ... show that there is no genuine issue as to any material fact ... and that any party is entitled to a judgment as a matter of law." M.R.Civ.P. 56(c). In reviewing a summary judgment, we view the evidence in the light most favorable to the party against whom judgment has been granted and the trial court's conclusions for errors of law. Hunnewell v. Liberty Mut. Fire Ins. Co., 588 A.2d 300, 302 (Me.1991).

Loe contends that there was an oral agreement between the parties to keep the existence and terms of the settlement agreement confidential "forever" and that the settlement check, letter of resignation and release comprise written memoranda sufficient to satisfy the requirements of the Statute of Frauds. ¹ She also argues that the existence of these materials allows her to prove the oral agreement by parol evidence.

The record reveals that no representative of the Town signed her letter of resignation or release, and the check was not a part of the record before the court. Accordingly, Loe failed to generate any factual issue of a written agreement sufficient to satisfy the Statute of Frauds. Nor would these documents allow Loe to attempt to establish the claimed oral agreement by parol evidence. When there is an integrated contract, the parol evidence rule excludes from judicial consideration extrinsic evidence that alters or varies unambiguous contractual language. Astor v. Boulos Co., 451 A.2d 903, 905 (Me.1982). The scope of exclusion is controlled by the degree of integration. Id. The agreements and negotiations of the parties preceding the formation of a written contract may be considered to determine whether a writing was intended to be a binding integrated agreement and, if so, whether it was partially or completely integrated. Interstate Indus. Uniform Rental Serv., Inc. v. F.R. LePage Bakery, Inc., 413 A.2d 516, 519 (Me.1980).

It is beyond dispute that the terms of the settlement agreement in this case called for a $10,000 payment to Loe in exchange for her resignation and a general release of all claims against the Town. The signed release recites the $10,000 consideration given by the Town, but is silent with respect to Loe's resignation. It is, therefore, a binding partially integrated agreement. Under the parol evidence rule a binding partially integrated agreement discharges prior agreements to the extent that it is inconsistent with them. Astor v. Boulos Co., 451 A.2d at 905; see Restatement (Second) of Contracts § 213(1). The release discharged the Town from, inter alia, all "covenants," "agreements," and "promises" made "from the beginning of the world to the day" the release was executed, without any reservation concerning the alleged oral promise to keep the terms of the settlement confidential. The alleged oral promise is inconsistent with the terms of the release, and is therefore discharged.

Loe next contends that she was defamed by the newspaper reports that revealed her resignation and the terms of the settlement agreement. Defamation requires, as an essential element, the falsity of a published statement. See Caron v. Bangor Publishing Co., 470 A.2d 782, 784 (Me.), cert. denied, 467 U.S. 1241, 104 S.Ct. 3512, 82 L.Ed.2d 821 (1984). Loe admits that none of the published statements are inaccurate or false. She admits that the impression that she was incompetent to keep the Town's books would not be a false impression and that the job was beyond her abilities. Loe's defamation claim is unsupported by any evidence that the published reports or inferences that reasonably could be drawn therefrom were false.

Loe also contends that disclosure of the settlement terms constituted an invasion of her privacy. To withstand a summary judgment on this claim she must present facts tending to show that the newspaper articles (1) intruded upon her physical and mental solitude or seclusion, (2) publicly disclosed private facts, (3) placed her in a false light in the public eye, or (4) appropriated her name or likeness for the Town's benefit. MacKerron v. Madura, 445 A.2d 680, 682 (Me.1982); Nelson v. Times, 373 A.2d 1221, 1223-25 (Me.1977); Estate of Berthiaume v. Pratt, M.D., 365 A.2d 792, 795 (Me.1976). Each of these interests in privacy is distinct and is subject to different kinds of invasion. See Estate of Berthiaume v. Pratt, M.D., 365 A.2d at 795. Loe contends that her interests in the first two types of privacy, solitude and private facts were invaded by the publication of the settlement terms.

A complaint of intrusion upon physical or mental solitude "should minimally allege a...