Toro v. Graphic Commc'ns Holding, Inc.

• Decision Date: 01 May 2019
• Docket Number: 18 Civ. 3906 (KPF)
• Parties: ANDRES E. TORO, Plaintiff, v. GRAPHIC COMMUNICATIONS HOLDING, INC., d/b/a GRAPHIC COMMUNICATIONS, INC., UNISOURCE WORLDWIDE, INC., UWW HOLDINGS, INC. and VERITIV CORPORATION, Defendants.
• Court: U.S. District Court — Southern District of New York

ANDRES E. TORO, Plaintiff, v. GRAPHIC COMMUNICATIONS HOLDING, INC., d/b/a GRAPHICCOMMUNICATIONS, INC., UNISOURCE WORLDWIDE, INC.,UWW HOLDINGS, INC. and VERITIV CORPORATION, Defendants.

18 Civ. 3906 (KPF)

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

May 1, 2019

OPINION AND ORDER

KATHERINE POLK FAILLA, District Judge:

Plaintiff's employment was terminated after a tragic (and avoidable) car accident that resulted in several deaths. The instant lawsuit concerns not the accident per se, but the resolution of certain loose ends left after the termination of that employment relationship. Specifically, Plaintiff Andres E. Toro alleges that Defendants Graphic Communications Holdings, Inc. d/b/a Graphic Communications, Inc. ("Graphic"), Unisource Worldwide, Inc. ("Unisource"), UWW Holdings, Inc. ("UWW"), and Veritiv Corporation ("Veritiv") (collectively, "Defendants"), failed to pay him outstanding commission compensation to which he was entitled pursuant to his employment agreement. Defendants have moved for judgment on the pleadings under Federal Rule of Civil Procedure 12(c). For the reasons set forth in the remainder of this Opinion, Defendants' motion is granted in part and denied in part.

BACKGROUND¹

Plaintiff commenced this action against Defendants on May 1, 2018 (Dkt. #1), and filed a First Amended Complaint (the "FAC") on July 2, 2018 (Dkt. #24), alleging that Defendants had failed to pay him outstanding commission compensation. (See FAC ¶¶ 1, 11-34). Defendants filed an Answer on September 28, 2018. (Dkt. #44). Defendants attached to their Answer, as an exhibit, a copy of a document entitled "General Release and Confidential Settlement Agreement" (the "Release"), signed by Plaintiff; the Release resolved a prior action brought by Plaintiff against ACE American Insurance Company, in relation to insurance coverage for the car accident. (Dkt. #44, Ex. 1). See Toro v. ACE American Insurance Company, et al., No. 2015-029637-CA-01 (Fla. Cir. Ct.) (the "Florida Action").

The Release states in relevant part:

Toro ... does hereby ... release, acquit and forever discharge ACE American Insurance Company, its successors, insureds, administrators, assigns, shareholders, officers, managers, owners, partners, employees, agents, directors, parent or affiliate companies, subsidiaries, reinsurers and attorneys (hereinafter collectively referred to as "ACE") from, and covenants and agrees not to sue ACE, regarding [all claims] ... known and unknown, or which is in any wayrelated to the events and circumstances giving rise to the [Florida Action]. Toro's release of ACE includes any claim that could have or should have been brought in the Lawsuit, and any claim that Toro may have for attorneys' fees and costs....

It is expressly understood and agreed that this General Release and Settlement Agreement is intended to include and does include not only all known losses or damages, but any further losses and damages which Toro now has or may have in the future against ACE arising out of the alleged events, actions and circumstances resulting in Toro bringing the Lawsuit. Furthermore, Toro expressly waives and assumes the risk of all Claims arising out of any other matter whether known or unknown, or damages which exist as of this date, but which Toro does not know or suspect to exist ... and which, if known, would materially affect Toro's decision to execute this General Release and Settlement Agreement.

Toro acknowledges ... that the terms of this settlement ... are for the expressed purpose of precluding forever any future or additional past or present or future claims that Toro has or could have against ACE arising out of the events and circumstances that are the subject matter of the Lawsuit.

(Dkt. #44, Ex. 1 at 1-2). The Release contains a provision stating that it is governed by Florida law. (Id. at 4).

On November 7, 2018, Defendants moved for judgment on the pleadings on the basis that the Release precluded Plaintiff's claims in the present action. (Dkt. #47; see also Def. Br. 2). Plaintiff filed an opposition on November 9, 2018 (Dkt. #50), and Defendants replied on November 30, 2018 (Dkt. #55).

DISCUSSION

A. Applicable Law

1. Motions Under Federal Rule of Civil Procedure 12(c)

Federal Rule of Civil Procedure 12(c) provides that "[a]fter the pleadings are closed — but early enough not to delay trial — a party may move for judgment on the pleadings." Fed R. Civ. P. 12(c). A court applies the same standard to a motion for judgment on the pleadings as that used for a motion to dismiss pursuant to Fed. R. Civ. P. 12(b)(6). See Sheppard v. Beerman, 18 F.3d 147, 150 (2d Cir. 1994); accord Jaffer v. Hirji, 887 F.3d 111, 114 (2d Cir. 2018); L-7 Designs, Inc. v. Old Navy, LLC, 647 F.3d 419, 429 (2d Cir. 2011). When considering either, a court should "draw all reasonable inferences in Plaintiff['s] favor, assume all well-pleaded factual allegations to be true, and determine whether they plausibly give rise to an entitlement to relief." Faber v. Metro. Life Ins. Co., 648 F.3d 98, 104 (2d Cir. 2011) (internal quotation marks omitted) (quoting Selevan v. N.Y. Thruway Auth., 584 F.3d 82, 88 (2d Cir. 2009)). A plaintiff is entitled to relief if he alleges "enough facts to state a claim to relief that is plausible on its face." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007); see also In re Elevator Antitrust Litig., 502 F.3d 47, 50 (2d Cir. 2007) ("[W]hile Twombly does not require heightened fact pleading of specifics, it does require enough facts to nudge [Plaintiff's] claims across the line from conceivable to plausible." (internal quotation marks omitted)).

2. Documents the Court May Consider

"In considering a motion to dismiss for failure to state a claim pursuant to Rule 12(b)(6), a district court may consider the facts alleged in the [pleading], documents attached to the [pleading] as exhibits, and documents incorporated by reference in the [pleading]." DiFolco v. MSNBC Cable L.L.C., 622 F.3d 104, 111 (2d Cir. 2010); see generally Goel v. Bunge, Ltd., 820 F.3d 554, 558-60 (2d Cir. 2016) (discussing documents that may properly be considered in resolving a motion to dismiss). "Even where a document is not incorporated by reference, the court may nevertheless consider it where the [pleading] 'relies heavily upon its terms and effect,' which renders the document 'integral' to the complaint." Chambers v. Time Warner, Inc., 282 F.3d 147, 153 (2d Cir. 2002) (quoting Int'l Audiotext Network, Inc. v. Am. Tel. & Tel. Co., 62 F.3d 69, 72 (2d Cir. 1995) (per curiam)). But "even if a document is 'integral' to the [pleading], it must be clear on the record that no dispute exists regarding the authenticity[, relevance,] or accuracy of the document." DiFolco, 622 F.3d at 111 (quoting Faulkner v. Beer, 463 F.3d 130, 134 (2d Cir. 2006)).

The standard applicable to documents a court may consider in ruling on a motion for judgment on the pleadings under Rule 12(c) is slightly broader, allowing consideration not only of the nonmoving party's pleading, but also that of the moving party. "On a 12(c) motion, the court considers 'the complaint, the answer, any written documents attached to them, and any matter of which the court can take judicial notice for the factual background of the case.'" L-7 Designs, Inc., 647 F.3d at 422 (quoting Roberts v. Babkiewicz,582 F.3d 418, 419 (2d Cir. 2009)). "A [pleading] is [also] deemed to include any written instrument attached to it as an exhibit, materials incorporated in it by reference, and documents that, although not incorporated by reference, are 'integral' to the complaint." Id. (quoting Sira v. Morton, 380 F.3d 57, 67 (2d Cir. 2004)).

3. Interpreting Releases Under Florida Law

"Under Florida law, a general release will ordinarily be regarded as embracing all claims or demands which had matured at the time of its execution." Scheck v. Burger King Corp., 756 F. Supp. 543, 547 (S.D. Fla. 1991) (internal citation and quotation marks omitted). "[T]he construction and effect to be accorded a release depends on its purpose, the terms in which it is stated, and the subject matter to which it applies.... In construing a release and determining the intent of the parties, the entire instrument, and not detached sections of it, is to be examined." Cerniglia v. Cerniglia, 679 So. 2d 1160, 1164 (Fla. 1996); see generally Sheen v. Lyon, 485 So. 2d 422, 423-24 (Fla. 1986).

Releases are to be interpreted using "established principles governing the construction of contracts.... [W]here the terms of the release are disputed and reasonably susceptible to more than one construction, an issue of fact is presented as to the parties' intentions which cannot properly be resolved by summary judgment." Hold v. Manzini, 736 So. 2d 138, 141 (Fla. Dist. Ct. App. 1999). Florida law prohibits courts from interpreting contracts in such a manner as to produce absurd results. See, e.g., Am. Employers' Ins. Co. v.Taylor, 476 So. 2d 281, 284 (Fla. 1st Dist. App. 1985). Courts are also required to interpret contracts so as to avoid treating words or phrases as redundancies or surplusage. See, e.g., Roberts v. Sarros, 920 So. 2d 193, 196 (Fla. Dist. Ct. App. 2006).

B. Analysis

1. Defendants Have Not Demonstrated, As a Matter of Law, That the Terms of the Release Bar Claims Arising from Events Unrelated to the Florida Action

The parties dispute whether the Release precludes any and all claims against ACE's insureds arising from events that preceded the signing of the Release, including events unrelated to those at issue in the Florida Action. (See Def. Br. 12-14; Pl. Opp. 5-9; Def. Reply 2-5). Considering Florida law and the Release as a whole, the Court finds that, at minimum, the language in the Release is "reasonably susceptible to more than one construction," Hold, 736 So. 2d at 141, on the issue of whether the parties to the Release intended it to preclude claims other than those arising from the events and circumstances at issue...