Vidacak v. Oklahoma Farmers Union Mut. Ins.

• Decision Date: 22 October 2008
• Docket Number: No. 28844.,28844.
• Citation: 274 S.W.3d 487
• Parties: Joseph VIDACAK, Jr., Plaintiff, v. OKLAHOMA FARMERS UNION MUTUAL INSURANCE CO., and John Doe, Defendants, and Luann P. Gregory-Cory and Celadon Trucking Services, Inc., Defendants/Third Party Plaintiffs/Appellants, v. Joseph Vidacak, Sr., Third Party Defendant/Respondent.
• Court: Missouri Court of Appeals

274 S.W.3d 487

Joseph VIDACAK, Jr., Plaintiff, v. OKLAHOMA FARMERS UNION MUTUAL INSURANCE CO., and John Doe, Defendants, and Luann P. Gregory-Cory and Celadon Trucking Services, Inc., Defendants/Third Party Plaintiffs/Appellants, v. Joseph Vidacak, Sr., Third Party Defendant/Respondent.

No. 28844.

Missouri Court of Appeals, Southern District, Division Two.

October 22, 2008.

Application for Transfer Denied November 13, 2008.

Deborah K. Dodge, Hall, Ansley, Rogers & Sweeney, P.C., Springfield, MO, for appellants.

Jeffrey S. Monroe, Spencer, Scott & Dwyer, P.C., Joplin, MO, for respondent.

GARY W. LYNCH, Chief Judge.

Luann P. Gregory-Cory and Celadon Trucking Services, Inc. ("Appellants"), appeal from a grant of summary judgment in favor of Joseph Vidacak, Sr. ("Respondent"), on their third-party petition for contribution against Respondent. Appellants contend that the trial court erred in granting summary judgment because the release and indemnity agreement ("Release") executed by Respondent and his wife¹ in another action released only claims brought by Respondent and his wife against Appellants, but not claims by Appellants against Respondent. We agree and reverse and remand for further proceedings.

Factual and Procedural Background

On January 18, 2002, Luann P. Gregory-Cory was driving a tractor trailer unit belonging to Celadon Trucking Services, Inc., along Interstate 44 in Webster County, Missouri. Respondent was driving an automobile immediately behind the tractor trailer, and Respondent's wife and son were passengers in that car. A third vehicle was traveling directly in front of the tractor trailer. When that vehicle slowed or stopped suddenly, the tractor trailer jack-knifed, and Respondent's vehicle collided with the tractor trailer.

The following year, Respondent and his wife filed suit against Appellants seeking damages for personal injuries, and Respondent further sought damages for loss of consortium. At some point thereafter, Respondent voluntarily dismissed his claims, and the case was settled in April 2006 and dismissed with prejudice. In settling that case, Respondent and his wife executed the Release at issue in this appeal.

In January 2007, Respondent's son filed a separate action against Appellants, seeking damages for personal injuries arising from the same accident. Appellants responded by alleging that the accident was, at least in part, caused by Respondent's negligence and subsequently filed a third-party petition against Respondent seeking contribution. Respondent, in his answer to Appellants' third-party claim against him, asserted as an affirmative defense that the Release served to bar Appellants from seeking contribution or damages from him. In August of 2007, Respondent filed a motion for summary judgment arguing that Appellants should, as a matter of law, be estopped from maintaining their action against him. Respondent relied exclusively on Steve Spicer Motors, Inc. v. Gilliam, 19 S.W.3d 153 (Mo.App.2000), in arguing his estoppel claim. The trial court granted Respondent's motion, specifically relying on the holding in Spicer, and made an express determination pursuant to Rule 74.01(b) that there was no just reason for delay thereby rendering the judgment final for purposes of appeal.² This appeal followed.

II. Standard of Review

Summary judgment is governed by Rule 74.04, which provides in relevant part that, "[i]f the [pleadings] show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law, the court shall enter summary judgment forthwith." Rule 74.04(c)(6). Summary judgment is "`an extreme, drastic remedy,' [and upon] review we examine the record in the light most favorable to the party against whom the judgment was entered." Heitz v. Champagne, 839 S.W.2d 700, 702 (Mo.App. 1992) (quoting Zueck v. Oppenheimer Gateway Properties, 809 S.W.2d 384, 385-86 (Mo. banc 1991)). We further "accord to that party all reasonable inferences which may be drawn from the evidence." Heitz, 839 S.W.2d at 702 (citing Gast v. Ebert, 739 S.W.2d 545, 546 (Mo. banc 1987)). Notwithstanding our review of the record, we do not defer to the trial court's determination; rather, our review is de novo. Gavan v. Bituminous Cas. Corp., 242 S.W.3d 718, 720 (Mo. banc 2008). The right of a party to summary judgment "must clearly appear as a matter of law," Schwartz v. Lawson, 797 S.W.2d 828, 832 (Mo.App. 1990), and "the burden is on the appealing party to demonstrate error." Mobley v. Copeland, 828 S.W.2d 717, 724 (Mo.App.1992). We must therefore decide of our own volition if Respondent "established an undisputed right to judgment as a matter of law." Stacey v. Redford, 226 S.W.3d 913, 914 (Mo.App.2007).

III. Discussion

Appellants present only one issue for our review, arguing that the Release "did not release the claims of Appellants in that the release was not a mutual release as it did not contain reciprocal language which could be interpreted to estop appellant's third party claim for contribution." Respondent, relying exclusively upon Spicer, responds that Appellants are estopped from filing a claim against Respondent because they failed to explicitly reserve such a right in the Release. In its award of summary judgment, the trial court agreed with Respondent's position that "the [Release] contained no language of reservation allowing for a subsequent action by [Appellants] against [Respondent,]" and that Spicer and its underlying line of cases stands for the proposition that "a release has the effect of preventing the party released from bringing a later action against the releasing party unless the release includes language indicating that the release is to have a limited effect." Finding no such limiting language, the trial court found itself bound by the holding in Spicer.

Release agreements, like that signed by Respondent and his wife in this case, are contracts. Sansone v. Moseley, 912 S.W.2d 666, 670 (Mo.App.1995). Thus, the interpretation of such agreements relies on the same basic principles applicable to contract interpretation. Eisenberg v. Redd, 38 S.W.3d 409, 410-11 (Mo.2001) (citing Andes v. Albano, 853 S.W.2d 936, 941 (Mo. banc 1993)). As such:

"A contract is ambiguous only if its terms are susceptible of more than one meaning so that reasonable [persons] may fairly and honestly differ in their construction of the terms." Jake C. Byers, Inc. v. J.B.C. Investments, 834 S.W.2d 806, 816 (Mo.App.1992). See also J.E. Hathman, Inc. v. Sigma Alpha Epsilon Club, 491 S.W.2d 261, 264 (Mo. banc 1973). If there is no ambiguity, the court need not resort to construction of the contract, but rather the intent of the parties is determined from the four corners of the contract. J.E. Hathman, Inc., 491 S.W.2d at 264.

Id. at 411. In other words, if there is no ambiguity, any extrinsic or parol evidence as to the intent and meaning of the contract must be excluded from the court's review of the contract; the intent of the parties "depend[s] on what the parties actually said and did and not upon one party's own understanding." Heritage Roofing, L.L.C. v. Fischer, 164 S.W.3d 128, 134 (Mo.App.2005). "When interpreting any contract, a court must follow the terms of the contract as written if those terms are plain, unequivocal, and clear." Muilenburg, Inc. v. Cherokee Rose Design and Build, L.L.C., 250 S.W.3d 848, 853-54 (Mo. App.2008) (citing Malan Realty Investors, Inc. v. Harris, 953 S.W.2d 624, 626-27 (Mo. banc 1997)).

The Release in the instant case was executed only by Respondent, his wife and their attorney. It provides, in relevant part, as follows:

WHEREAS, [Appellants] have now agreed to settle all claims, liability, damages, causes of action and actions, whether known or unknown, whether statutory or not, and regardless of whether the nature and extent of said injuries or damages are fully known or unknown at this time which [Respondent and his wife], or either of them, ever had, now have, or might have hereafter, against [Appellants] for the sum of $900,000.00, the payment of mediation fees incurred in the course of the lawsuit, and the payment of taxable court costs in the amount of $2,490.65.

NOW, THEREFORE, for and in consideration of the payment of $902,490.65 and the payment of mediation fees, . . . said [Respondent and his wife], being of lawful age, do hereby release, acquit and forever discharge [Appellants] . . . of and from any and all claims which [Respondent and his wife], or either of them, ever had, now have, or might have hereafter, arising from, out of, or on account of (a) the incident that occurred on I-44 in Webster County, Missouri on or about January 18, 2002; (b) any and all medical, hospital or other expenses of any kind or nature relating to the injuries or damages sustained by [Respondent's wife] as a result of the incident; (c) any injuries or damages, whether to person or property, sustained by [Respondent's wife] as a result of the incident, whether such injuries or damages are now known or unknown; (d) any and all claims for loss of society, consortium, companionship, love, affection and support asserted by [Respondent], arising from the incident; (e) any claim or cause of action referred to in the lawsuit; and (f) any other matter or thing whatsoever connected with or flowing from the incident the lawsuit or damages sustained by [Respondent's wife].

This release is intended to be a full and final release of all claims as to those specifically released herein[.]

(Emphasis added.) This Release was Respondent's offer to enter into a unilateral contract which could be accepted by Appellants' compliance with the stated payment condition. See Gulf Oil Corp. v. Ferguson, 509 S.W.2d 1, 4-5 (Mo.1974).

By the explicit, clear, and unambiguous terms of the Release, the only consideration undertaken by Appellants for the release of Respondent's and his wife's claims against Appellants was...