Martinez v. Miller Industries, Inc.
| Decision Date | 02 April 1999 |
| Docket Number | No. 23227-8-II,23227-8-II |
| Citation | 974 P.2d 1261,94 Wn.App. 935 |
| Court | Washington Court of Appeals |
| Parties | Pedro MARTINEZ and Pamela Lea, Plaintiff, and Kitsap Public Services, Inc., dba Chico Towing COMPANY, Appellant, v. MILLER INDUSTRIES, INC., a foreign corporation, Third Party Defendant / Respondent. |
Daniel P. Mallove, Cozen and O'Connor, Seattle, for Respondent.
Kitsap Public Services, Inc., dba Chico Towing Company, appeals the striking of its Note for Trial Setting for its cross claim against co-defendant Miller Industries, Inc., following their joint settlement with plaintiffs Pedro Martinez and Pamela Lea. Holding that, in agreeing to settle with plaintiffs, Chico did not agree to relinquish its cross claim against Miller, we reverse and remand for further proceedings.
On August 17, 1995, a tow truck owned and operated by Kitsap Public Services, Inc., dba Chico Towing Company (Chico), was called to SR 3 near Silverdale, where a logging truck was stuck in the median. When the operator started the tow truck's winch, a piece of one lug tore loose and smashed through the windshield of a vehicle operated by Pedro Martinez, who happened to be driving by. Martinez was severely injured. He and his domestic partner, Pamela Lea, brought suit against Chico and Miller Industries, Inc. (Miller), the manufacturer of the tow truck. 1 Chico and Miller cross claimed against each other. Trial was set for September 22, 1997.
In February 1997, Chico and Miller began settlement negotiations. What occurred during those negotiations is disputed. According to Chico, Chico and Miller agreed to Chico is adamant that it agreed to contribute funds toward settlement of Martinez's and Lea's claims only on condition that Chico and Miller would sort out their mutual dispute after Martinez's and Lea's claims were resolved. Miller contends that, when it began negotiating with Chico in August 1997, the two parties agreed that if they could successfully negotiate a settlement with plaintiffs before trial, "each party would accept its share of the total settlement monies as representative of its proportionate liability"; but if the case could not be settled before trial, Chico and Miller would resolve their cross claims in "some type of post-trial proceeding to be agreed upon at a later date."
try to settle with Martinez and Lea, who all parties agreed were not at fault. Chico and Miller would either settle with Martinez and Lea before trial or litigate against Martinez and Lea; either way, Chico and Miller would wait to resolve liability between themselves until after the plaintiffs' case was settled or tried.
Chico and Miller settled with Martinez and Lea on September 15, 1997, one week before trial was to begin; Chico contributed $70,000 and Miller contributed $80,000. No formal order was entered at that time, but the trial date was either stricken or permitted to pass. Chico and Miller spoke on the telephone many times in the days following the settlement. On October 3, 1997, Chico sent a letter to Miller indicating that Chico was ready to discuss the apportionment of liability between Chico and Miller. On October 20, 1997, Chico again wrote to Miller, indicating that it wished "to proceed as originally intended on the liability issues[,]" suggesting mediation or binding arbitration as expedient alternatives to a superior court trial.
On October 21, 1997, after receiving from Miller a proposed Stipulation and Order of Dismissal, Chico again wrote to Miller, declining to sign the stipulation "at this point because of the unresolved liability issues." The rejected stipulation would have dismissed with prejudice "all claims which now exist or which may exist in the Hoping to resolve the case, at least as to Martinez and Lea, plaintiffs' counsel drafted another stipulation, from which the word "among" was excised. In this stipulation the parties agreed to dismiss with prejudice "all claims which now exist or which may exist in the future between the plaintiffs and defendants arising out of the incident of August 17, 1995." Miller did not object to this wording. At the February 6, 1998, conference held to discuss the proposed order, Chico noted:
future among and between the plaintiffs and defendants arising out of the incident of August 17, 1995" (emphasis added). On November 2, 1997, Chico again wrote to Miller, emphasizing that it would not agree to a dismissal unless it left open an avenue for Chico to pursue its claim against Miller. Over the next several months, Chico and Miller continued to debate their joint liability. The case was not dismissed because Chico refused to sign the stipulation as drafted.
We also have no objection to Mr. Spearman's order. As far as the claim between the two defendants, that is still in dispute as far as I know, but that has nothing to do with this order. We don't have any objection.
The court approved the stipulation drafted by plaintiffs' counsel and orally indicated that it would "enter the Order of Dismissal of this date, and dismiss this action in accordance with the terms of that [O]rder." The court clerk's record of the conference indicates that Chico had "no objection to order regarding plaintiff, believe[s] there is claim between defendants." In accordance with its previously announced intention, Chico filed a Note for Trial Setting and Statement of Arbitrability in late February 1998.
Chico appeals, arguing that the trial court erred in striking its Note for Trial Setting. Chico argues that the parties clearly intended the February 1998 Order of Dismissal to dismiss only those claims by plaintiffs (Martinez and Lea) against defendants (Chico and Miller) and did not address at all, let alone dismiss, the cross claims between co-defendants Chico and Miller. Chico cites in support of this argument the language of the order itself, in combination with permissible extrinsic evidence, especially the excising of the word "among" from the original proposed order. Chico asks us to remand for trial on apportionment of liability between Chico and Miller. Alternatively, Chico argues, the record shows that the term "between" as used in the agreed Order is ambiguous; Chico asks that if we reject its first argument, we remand for a jury trial on the issue of whether the parties intended the February 1998 order to dismiss the cross claims between Chico and Miller.
Miller responds that the February 1998 Order unarguably establishes that the cross claims between Chico and
Miller were dismissed. Miller asks us to affirm the trial court's April 1998 order striking Chico's Note for Trial. We find Chico's first argument persuasive.
Final judgments entered by stipulation or consent are contractual in nature. Balmer v. Norton, 82 Wash.App. 116, 121, 915 P.2d 544 (1996). "The touchstone of contract interpretation is the parties' intent." Tanner Electric Coop. v. Puget Sound Power & Light, 128 Wash.2d 656, 674, 911 P.2d 1301 (1996). Here, the parties' stipulation and resultant court order provided no basis for the trial court's determination that Chico's cross claim against Miller had been dismissed. When a court order incorporates an agreement between parties, the "meaning of the order is the same as the meaning objectively manifested by the parties at the time they formed the agreement." Interstate Prod. Credit Assoc. v. MacHugh, 90 Wash.App. 650, 654, 953 P.2d 812 (1998); see also In re Marriage of Boisen, 87 Wash.App. 912, 920, 943 P.2d 682 (1997).
[P]arol evidence is admissible to show the situation of the parties and the circumstances under which a written instrument was executed, for the purpose of ascertaining the intention of the parties and properly construing the writing. Such evidence, however, is admitted, not for the purpose of importing into a writing an intention not expressed therein, but with the view of elucidating the meaning of the words employed.... It is the duty of the court to declare the meaning of what is written, and not what was intended to be written. If the evidence goes no further than to show the situation of the parties and the circumstances under which the instrument was executed, then it is admissible.
Berg v. Hudesman, 115 Wash.2d 657, 669, 801 P.2d 222 (1990) (quoting J.W. Seavey Hop Corp. v. Pollock, 20 Wash.2d 337 the contract as a whole, the subject matter and objective of the contract, all the circumstances surrounding the making of the contract, the subsequent acts and conduct of the parties to the contract, and the reasonableness of respective interpretations advocated by the parties.
348-49, 147 P.2d 310 (1944)). 4 The intent of the parties in reducing an agreement to writing may be discovered from the actual language of the agreement, as well as from
Tanner, 128 Wash.2d at 674, 911 P.2d 1301 (citation omitted).
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