The corporate defendant, through counsel, has acknowledged that it has reviewed the original promissory note at the office of counsel for the F.D.I.C. However, Parvizian, Inc. maintains that judgment may not be entered until the F.D.I.C. surrenders the original promissory note to the Court. The plaintiff, in contrast, argues that it is now entitled to summary judgment against the corporate defendant. As it pertains to the Parvizian defendants individually, the plaintiff and defendants have asserted that the release contained in the 1994 Settlement Agreement is unambiguous; however, the parties disagree about the meaning and scope of the release language. Plaintiff maintains that the release is limited to claims arising out of Civil Action 94-0131 based upon the clear intent of the parties to the Settlement Agreement. On the other hand, the defendants argue that the release contained in the Settlement Agreement is a general release that applies to any claim that the parties had against each other at the time the Settlement Agreement was executed notwithstanding the fact that the agreement only refers to Civil Action 94-0131 specifically.
In ruling on cross-motions for summary judgment, the court shall grant summary judgment only if one of the moving parties is entitled to judgment as a matter of law upon material facts that are not genuinely disputed. Rhoads v. McFerran, 517 F.2d 66, 67 (2nd Cir. 1975); see 6 James W. Moore Et. Al., Moore's Federal Practice § 56.13, at 56-171 (2d ed. 1994). The cross-motions for summary judgment currently before the court present no genuinely disputed material facts that would preclude summary judgment for either party.
With respect to the corporate defendant, there are no genuinely disputed facts pertaining to defendant Parvizian, Inc.'s default in connection with the March, 1990 note. In addition, the provisions of the District of Columbia code cited by defendants do not require the original promissory note to be surrendered to the Court. Therefore, this Court shall grant plaintiff's motion for summary judgment against defendant, Parvizian, Inc.
As it pertains to the Parvizian defendants, individually, this Court must initially decide as a matter of law whether the release language contained in paragraph fifteen of the 1994 Settlement Agreement is ambiguous under District of Columbia law.
Bagley v. Foundation for Preservation of Historic Georgetown, 647 A.2d 1110, 1113 (D.C. 1994). Under District of Columbia law, if the language of a release is not ambiguous on its face, the Court "must rely solely upon its language as providing the best objective manifestation of the parties' intent." Bolling Fed. Credit Union v. Cumis Ins. Soc'y, Inc., 475 A.2d 382, 385 (D.C. 1984). In addition, a release -- as a form of contract -- is not rendered ambiguous by the mere fact that the parties thereto do not agree upon the proper construction of its terms. See Young v. Delaney, 647 A.2d 784, 790 (D.C. 1994). Furthermore, extrinsic evidence that bears upon the subjective intent of the parties to a contract may be considered only if the document is ambiguous. 1010 Potomac Assoc. v. Grocery Mfg., 485 A.2d 199, 205 (D.C. 1984); see also Hershon v. Gibraltar Bldg. & Loan Ass'n, Inc., 275 U.S. App. D.C. 26, 864 F.2d 848, 853 (D.C. Cir. 1989) ("Court must hold the parties to the plain meaning of the terms of the agreement and must ignore as irrelevant any extrinsic evidence that might show that the language did not properly reflect their intent.").
This Court agrees with the parties that the release language contained in the Settlement Agreement is unambiguous. However, the Court considers the defendants' construction of the release to be proper and finds the plaintiff's position unpersuasive. To this end, our Circuit Court has determined that a release containing language discharging "any and all claims" is unambiguous and constitutes a general release that should not be construed narrowly. Hershon v. Gibraltar Bldg. & Loan Ass'n, Inc., 864 F.2d at 852; see also Pierce v. Atkinson, Topeka & Santa Fe Ry. Co., 65 F.3d 562, 568 (7th Cir. 1995) ("[Release] written in extremely broad terms . . . [containing 'any and all' language is not ambiguous." See Bolling Fed. Credit Union v. Cumis Ins. Soc'y, Inc., 475 A.2d at 386.
While plaintiff has acknowledged that there is language of a general release contained in paragraph fifteen of the Settlement Agreement, it maintains that since the paragraph only refers to Civil Action 94-0131 specifically that the release is limited by implication to that action. However, when paragraph fifteen is read as a whole as the plaintiff encourages this Court to do, it is clear that if given its plain meaning, the parties intended a general release "of any and all [claims], including without limitation any claims that have arisen" in connection with Civil Action 94-0131. (emphasis supplied).
Plaintiff maintains that when the 1994 Settlement Agreement is read as a whole, it is clear that the parties intended to settle Civil Action 94-0131 only. Accordingly, plaintiff contends, inter alia, that other provisions of the Settlement Agreement refer in detail to underlying facts addressing the March, 1990 loan at issue in Civil Action 94-0131 and that the settlement provided for the specific dismissal of Civil Action 94-0131. Plaintiff further argues that the agreement is silent with respect to the action now before this Court.
Although Civil Action 94-0132 is not expressly mentioned in any provision of the Settlement Agreement, the general release contained in paragraph fifteen is not inconsistent with the agreement as a whole. Hershon, 864 F.2d at 852-53. The mere fact that an agreement providing for a general release is silent with respect to certain matters in dispute at the time the release was executed "does not mean that obligations and documents not expressly mentioned or integrated were not released." Id. at 853. As in Hershon, if the plaintiff desired to limit the scope of the release in the Settlement Agreement to exclude other obligations for which the Parvizians were potentially liable in their individual capacities, "it was incumbent upon them to identify those debts [or obligations] explicitly. . . ." Id. Its failure to do so provides this Court with the basis for granting the Parvizian defendants' motion for summary judgment.
In reaching this conclusion, this Court is guided by the considered rationale articulated by the Circuit Court in Hershon, which addresses the identical issue raised by the parties in the present case. In Hershon the Court stated:
"It is fundamentally important that parties be able to rely on the explicit language of written contracts. The public interest in certainty and finality is too critical to allow every agreement to be subjected to collateral attack. [P] This policy applies with special force to releases, which are designed to resolve disputes out of court -- not to spawn litigation. Parties will enter settlement agreements only if they are assured that the language contained in such releases will be treated as definitive and final."
Hershon, 864 F.2d at 853.
Accordingly, it is this 31st day of January, 1996 hereby
ORDERED, that plaintiff's motion for summary judgment against defendant, Parvizian, Inc. is GRANTED ; and it is
FURTHER ORDERED, that judgment is entered in favor of plaintiff and against defendant, Parvizian, Inc. in the amount of $ 579,843.09, plus late fees in the amount of $ 21,290.13 and interest from August 31, 1995, at the rate of $ 117.49 per day; and it is
FURTHER ORDERED, that plaintiff's motion for summary judgment against defendants, Abdolreza Parvizian, Abolghassem Parvizian, Giti Parvizian, Inger Parvizian, Manoucher Parvizian, Massud Parvizian, and Simin Parvizian is DENIED ; and it is
FURTHER ORDERED, that the motion for summary judgment of defendants, Abdolreza Parvizian, Abolghassem Parvizian, Giti Parvizian, Inger Parvizian, Manoucher Parvizian, Massud Parvizian, and Simin Parvizian is GRANTED.
IT IS SO ORDERED.
EMMET G. SULLIVAN
UNITED STATES DISTRICT JUDGE