| Rivera v Wyckoff Hgts. Med. Ctr. |
| 2014 NY Slip Op 00216 [113 AD3d 667] |
| January 15, 2014 |
| Appellate Division, Second Department |
| Joann Rivera, as Administratrix of the Estate of JustinUlloa, Deceased, et al., Plaintiffs, v Wyckoff Heights Medical Center, Defendantand Third-Party Plaintiff/Second Third-Party Plaintiff-Respondent, and Roger Duvivier,Defendant and Third-Party Defendant-Appellant, et al., Defendants. Montefiore MedicalCenter, Third-Party Defendant-Appellant; Thomasena Ellison et al., Third-PartyDefendants and Second Third-Party Defendants-Appellants, et al., Third-PartyDefendants, et al., Second Third-Party Defendants. |
—[*1] Martin, Clearwater & Bell, LLP, New York, N.Y. (Barbara D. Goldberg, AnthonyM. Sola, Jacqueline D. Berger, and Paul Stylianou of counsel), for defendant andthird-party defendant-appellant and third-party defendants/second third-partydefendants-appellants. Arshack, Hajek & Lehrman, PLLC, New York, N.Y. (David J. Knight, Daniel N.Arshack and Fahringer & Dubno [Herald Price Fahringer, Erica T. Dubno, and NicoleNeckles] of counsel), for defendant and third-party plaintiff/second third-partyplaintiff-respondent.
In an action, inter alia, to recover damages for personal injuries, the third-partydefendant Montefiore Medical Center appeals, as limited by its brief, from so much of anorder of the Supreme Court, Kings County (Steinhardt, J.), dated February 6, 2012, as,upon renewal and reargument, adhered to the determination in an order of the same courtentered June 28, 2011, denying its motion pursuant to CPLR 3211 (a) (1) and (5) todismiss the third-party complaint insofar as asserted against it, and the third-partydefendants/second third-party defendants Thomasena Ellison and Andrzej J. Riess, andthe defendant and third-party defendant, Roger Duvivier, separately appeal, as limited bytheir brief, from so much of the same order dated February 6, 2012, as denied that branchof their motion which was pursuant to CPLR 3211 (a) (1) and (5) to dismiss the secondthird-party complaint insofar as asserted against Thomasena Ellison and Andrzej J. Riessand, upon renewal and reargument, adhered to the determination in the order enteredJune 28, 2011, denying that branch of their motion which was pursuant to CPLR 3211(a) (1) and (5) to dismiss the third-party [*2]complaintinsofar as asserted against Roger Duvivier.
Ordered that the order dated February 6, 2012, is reversed insofar as appealed from,on the law, with one bill of costs payable to the appellants appearing separately and filingseparate briefs, that branch of the motion of the defendant and third-party defendant,Roger Duvivier, and the third-party defendants/second third-party defendants ThomasenaEllison and Andrzej J. Riess which was pursuant to CPLR 3211 (a) (1) and (5) to dismissthe second third-party complaint insofar as asserted against Thomasena Ellison andAndrzej J. Riess is granted and, upon renewal and reargument, the determinations in theorder entered June 28, 2011, denying the motion of the third-party defendant MontefioreMedical Center pursuant to CPLR 3211 (a) (1) and (5) to dismiss the third-partycomplaint insofar as asserted against it and that branch of the motion of Roger Duvivier,Thomasena Ellison, and Andrzej J. Riess which was pursuant to CPLR 3211 (a) (1) and(5) to dismiss the third-party complaint insofar as asserted against Roger Duvivier arevacated, and the motion of the third-party defendant Montefiore Medical Center pursuantto CPLR 3211 (a) (1) and (5) to dismiss the third-party complaint insofar as assertedagainst it and that branch of the motion of Roger Duvivier, Thomasena Ellison, andAndrzej J. Riess which was pursuant to CPLR 3211 (a) (1) and (5) to dismiss thethird-party complaint insofar as asserted against Roger Duvivier are thereupon granted.
Beginning in 1994, Montefiore Medical Center (hereinafter Montefiore) andWyckoff Heights Medical Center (hereinafter Wyckoff) entered into a series ofagreements whereby Montefiore was to provide staff to Wyckoff's department ofobstetrics and gynecology (hereinafter collectively the OB-GYN agreements). Wyckoffdefaulted on payments due to Montefiore pursuant to the OB-GYN agreements and, in1997, Montefiore commenced an action against Wyckoff in the Supreme Court, BronxCounty, seeking payment of that debt (hereinafter the Bronx County action). Montefioreagreed to discontinue that action in exchange for a payment of $400,000 and a release ofany claims that Wyckoff might have against it.
In 2004, the plaintiffs—a mother, in her individual capacity and asadministrator of the estate of her deceased son, and one of the mother's surviving infantsons—commenced the present medical malpractice action against Wyckoff, amongothers. Wyckoff then commenced a third-party action against, among others, doctorsRoger Duvivier, Thomasena Ellison, and Andrzej J. Riess (hereinafter collectively thedoctors) and Montefiore, pursuant to which it sought contribution and indemnificationwith respect to the plaintiffs' claims. Montefiore and the doctors separately moved todismiss Wyckoff's third-party complaint insofar as asserted against each of them on thebasis that the claims asserted therein were barred by the release given by Wyckoff toMontefiore. The doctors also moved to dismiss the third-party complaint insofar asasserted against Ellison and Riess on the basis that it failed to state a cause of actionagainst them. The court rejected the contention of Montefiore and the doctors thatWyckoff's claims were barred by the release, but agreed that the third-party complaintfailed to state a cause of action against Ellison and Riess. Wyckoff thereafter filed asecond third-party complaint against Ellison and Riess, again asserting claims forcontribution and indemnification.
Montefiore moved for leave to renew and reargue its motion on the basis that theSupreme Court had misinterpreted the release and relevant case law, and based on theholdings of two Court of Appeals cases decided two days prior to the date of theSupreme Court's decision and order. The doctors moved for leave to reargue their motionto dismiss the third-party complaint insofar as asserted against Duvivier, and also movedto dismiss the second third-party complaint insofar as asserted against Ellison and Riess,as barred by both the release and the doctrines of res judicata and collateral estoppel. Inan order dated February 6, 2012, the court, upon renewal and reargument, adhered to itsprior determination with respect to the initial third-party complaint. The court alsoconcluded that Wyckoff's second third-party complaint against Ellison and Riess was notbarred by res judicata or collateral estoppel, and that the release did not bar the secondthird-party causes of action. Montefiore and the doctors separately appeal from so muchof the order dated February 6, 2012, as, upon renewal and reargument, adhered to thecourt's prior determination declining to dismiss the third-party complaint insofar asasserted against Montefiore and Duvivier. The doctors also appeal from so much of theorder dated February 6, 2012, as denied that branch of [*3]their motion which was to dismiss the second third-partycomplaint insofar as asserted against Ellison and Riess.
"A release is a contract, and its construction is governed by contract law" (Schiller v Guthrie, 102 AD3d852, 853 [2013] [internal quotation marks omitted]; see Lee v Boro Realty, LLC,39 AD3d 715, 716 [2007]). "A release will not be treated lightly, and will be setaside by a court only for duress, illegality, fraud, or mutual mistake" (Seff v Meltzer, Lippe, Goldstein &Schlissel, P.C., 55 AD3d 592, 593 [2008] [internal quotation marks omitted]; see Centro Empresarial CempresaS.A. v AmÉrica M�vil, S.A.B. de C.V., 17 NY3d 269, 276 [2011];Cahill v Regan, 5 NY2d 292, 299 [1959]; Bodisher v Hofmann, 50 AD3d 720 [2008]; Lee v BoroRealty, LLC, 39 AD3d at 716). As with contracts generally (see Greenfield vPhilles Records, 98 NY2d 562, 569 [2002]), "[w]here a release is unambiguous, theintent of the parties must be ascertained from the plain language of the agreement"(Schiller v Guthrie, 102 AD3d at 853-854 [internal quotation marks omitted]; see Alvarez v Amicucci, 82AD3d 687, 688 [2011]; A.A. Truck Renting Corp. v Navistar, Inc., 81 AD3d 674,675 [2011]). Accordingly, "courts should be extremely reluctant to interpret anagreement as impliedly stating something which the parties have neglected to specificallyinclude" (Centro Empresarial Cempresa S.A. v AmÉrica M�vil, S.A.B. deC.V., 17 NY3d at 277 [internal quotation marks omitted]; see Aivaliotis v ContinentalBroker-Dealer Corp., 30 AD3d 446, 447 [2006]) or " 'impos[e] [the court's] ownconception of what the parties should or might have undertaken, rather than confiningitself to the implementation of a bargain to which' the parties have committedthemselves" (CNR HealthcareNetwork, Inc. v 86 Lefferts Corp., 59 AD3d 486, 489 [2009], quotingJoseph Martin, Jr., Delicatessen v Schumacher, 52 NY2d 105, 109 [1981];see Stathakis v Poon, 295 AD2d 496, 497 [2002]).
In general, "a valid release constitutes a complete bar to an action on a claim which isthe subject of the release" (Centro Empresarial Cempresa S.A. v AmÉricaM�vil, S.A.B. de C.V., 17 NY3d at 276 [internal quotation marks omitted]). "If 'thelanguage of a release is clear and unambiguous, the signing of a release is a "jural act"binding on the parties' " (id., quoting Booth v 3669 Delaware, 92 NY2d934, 935 [1998], quoting Mangini v McClurg, 24 NY2d 556, 563 [1969]). Avalid general release will apply not only to known claims, but "may encompass unknownclaims, including unknown fraud claims, if the parties so intend and the agreement is'fairly and knowingly made' " (Centro Empresarial Cempresa S.A. v AmÉricaM�vil, S.A.B. de C.V., 17 NY3d at 276, quoting Mangini v McClurg, 24NY2d at 566; see Alvarez v Amicucci, 82 AD3d at 688; A.A. Truck RentingCorp. v Navistar, Inc., 81 AD3d at 675). Nevertheless, "[t]he meaning and coverageof a general release depends on the controversy being settled and upon the purpose forwhich the release was actually given, and a general release may not be read to covermatters which the parties did not desire or intend to dispose of" (Huma v Patel, 68 AD3d821, 822 [2009] [internal quotation marks and citations omitted]; see Cahill vRegan, 5 NY2d at 299; Kaprall v WE: Women's Entertainment, LLC, 74 AD3d1151, 1152 [2010]).
The release given by Wyckoff to Montefiore recites that Wyckoff "hereby releases,acquits, and forever discharges Montefiore, and the past and present . . .employees . . . of [Montefiore] from any and all actions, causes of action,suits, . . . claims, and demands whatsoever, in law, admiralty or equity,which, against [Montefiore], Wyckoff ever had, now has, can or may have, or claim tohave, arising from or relating to the [OB-GYN agreements] entered into between[Montefiore] and Wyckoff . . . ; and the provision by [Montefiore] ofservices to Wyckoff . . . including without limitation all claims asserted in[the Bronx County action]." This unambiguously creates a general release of all claimsrelating to the OB-GYN agreements and the service provided thereunder. In any event,the context in which it was executed suggests that the release was a substantial part of theconsideration given by Wyckoff to Montefiore in return for Montefiore's discontinuanceof the Bronx County action and was, therefore, intended as a broad release of all claimsrelating to the OB-GYN agreements that Wyckoff had or might one day have againstMontefiore (see Johnson vLebanese Am. Univ., 84 AD3d 427, 431 [2011]).
Furthermore, there is no evidence that the agreement was not fairly and knowinglymade or that the parties intended it to cover a narrower range of claims than its plainlanguage suggests (see Centro Empresarial Cempresa S.A. v AmÉrica M�vil,S.A.B. de C.V., 17 NY3d at 276). Thus, neither the fact that the release predatedboth the commencement of this action and the [*4]interposition of Wyckoff's third-party claims forcontribution and indemnification, nor Wyckoff's unsubstantiated claim that it did notintend such an expansive meaning, precludes application of the plain language of therelease to bar Wyckoff's third-party claims for contribution and indemnification (seeid. at 276; Lipiner vSantoli, 60 AD3d 1001, 1002-1003 [2009]; McNally v Corwin, 30 AD3d 482, 485 [2006]).Accordingly, the Supreme Court, upon renewal and reargument, should have grantedMontefiore's and the doctors' motions to dismiss Wyckoff's third-party complaint insofaras asserted against Montefiore and Duvivier, respectively, and should have granted thedoctors' separate motion to dismiss Wyckoff's second third-party complaint insofar asasserted against Ellison and Riess.
In light of the foregoing, we need not reach the parties' remaining contention. Eng,P.J., Dickerson, Sgroi and Miller, JJ., concur.