United States Court of Appeals

For the First Circuit

No. 06-1968

ALEJANDRO CABÁN HERNÁNDEZ ET AL.,

Plaintiffs, Appellants,

v.

PHILIP MORRIS USA, INC. ET AL.,

Defendants, Appellees.

APPEAL FROM THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

[Hon. Jaime Pieras, Jr., Senior U.S. District Judge]

Before

 Lipez, Circuit Judge, 

Selya, Senior Circuit Judge,

and DiClerico,* District Judge.

Iris Y. Valentín-Juarbe, with whom Nicolas Nogueras-Cartagena

was on brief, for appellants.

Radamés A. Torruella, with whom Miguel A. Rivera-Arce and

McConnell Valdés were on brief, for appellees.

May 1, 2007

__________

*Of the District of New Hampshire, sitting by designation.
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SELYA, Senior Circuit Judge. This is an employment

discrimination case in which three ousted employees challenge the

district court's entry of summary judgment in favor of their

quondam employer. After close perscrutation of a substantial

record, we conclude (i) that we have jurisdiction over this appeal;

(ii) that the lower court permissibly refused to consider the

employees' counter-statement of material facts; (iii) that the

employees knowingly and voluntarily released their claims (under

both federal and local law) coincident with the termination of

their employment; (iv) that those releases were valid, enforceable,

not the product of coercion, and dispositive of the claims asserted

by the employees here; and (v) that, in the absence of viable

claims on the part of the employees, the derivative claims mounted

by their spouses cannot stand. Accordingly, we affirm the entry of

summary judgment.

I. BACKGROUND

Prior to 2003, plaintiffs-appellants Alejandro Cabán

Hernández (Cabán), Peter Villano Blas (Villano), and José Colón

Luna (Colón) toiled in Puerto Rico for defendant-appellee Philip

Morris USA, Inc. During that year, Philip Morris undertook a

corporate restructuring, the aim of which was to align its Puerto

Rico operations more closely with its operations in the continental

United States. As part and parcel of this reorganization, Philip

Morris notified Cabán, Villano, and Colón (collectively, the
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appellants), early in 2004, that their positions were to be

eliminated.

Philip Morris afforded the appellants an opportunity to

interview for jobs within the restructured enterprise. But there

was a rub: Spanish was the appellants' native tongue — among them,

only Villano was fluent in English — and the new posts required an

ability to communicate effectively in English. 

In May of 2004, all three appellants participated in an

English-language interview process. Cabán and Colón were not

offered new positions. Villano received an offer but for a job

that he deemed unsuitable. The employment of all three men with

Philip Morris ended shortly thereafter. They did, however, elect

to receive special severance benefits (a subject to which we

shortly shall return). 

In March of 2005, the appellants brought a civil action

in Puerto Rico's federal district court. In their complaint, they

alleged that Philip Morris had discriminated against them on the

basis of their national origin, in violation of 42 U.S.C. §§ 2000e

to 2000e-17 (Title VII) and P.R. Laws Ann. tit. 29, § 146 (Law

100). They claimed, among other things, that Philip Morris had

fostered a work environment that was discriminatory, hostile, and

harassing as to Spanish-speaking employees; that they had been

trimmed from the payroll as a direct result of this discriminatory

animus; and that the company had imposed the English-speaking
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requirement for the revamped positions as a means of ensuring their

departures.

The appellants' wives joined in the suit. They brought

claims under Article 1802 of the Civil Code, P.R. Laws Ann. tit.

31, § 5141, averring that Philip Morris's discriminatory actions

toward their husbands had caused them (the wives) mental anguish

and emotional distress.

Philip Morris denied the material allegations of the

complaint and pleaded an affirmative defense of release. See Fed.

R. Civ. P. 8(c). At the conclusion of discovery, it moved for

summary judgment. See Fed. R. Civ. P. 56(c). In connection with

that motion it submitted, as required by the district court's local

rules, a statement of material facts not in dispute, adorned with

record citations. See D.P.R.R. 56(b). Although the appellants

seasonably opposed the motion, the district court determined that

the counter-statement of facts upon which their opposition relied

was not in conformity with the local rules. See D.P.R.R. 56(c).

Consequently, the court deemed Philip Morris's statement of facts

admitted. See D.P.R.R. 56(e). 

In due course, the district court granted the summary

judgment motion, concluding that the appellants had executed valid

releases when they left their employment and that those releases

barred the prosecution of the claims asserted in the complaint.

This timely appeal ensued.
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II. APPELLATE JURISDICTION

The appellants suggest for the first time in their reply

brief that we lack jurisdiction over their appeal because the

district court's grant of summary judgment did not finally dispose

of all claims against all parties. Ordinary raise-or-waive rules

do not apply with respect to claims that a court lacks subject

matter jurisdiction. See, e.g., Am. Fiber & Finishing, Inc. v.

Tyco Healthcare Grp., 362 F.3d 136, 138-39 (1st Cir. 2004); see

also Espinal-Dominguez v. Puerto Rico, 352 F.3d 490, 495 (1st Cir.

2003) (explaining that "[b]ecause federal courts are powerless to

act in the absence of subject matter jurisdiction, [they] have an

unflagging obligation to notice jurisdictional defects" whenever

such defects come to their attention). Accordingly, we begin with

the jurisdictional objection. 

To put this objection into perspective, we must canvass

the record. In their complaint, the appellants named what appeared

to be two discrete corporations, Philip Morris USA, Inc. and Philip

Morris-Puerto Rico, as defendants. Both were served but only the

former answered the complaint and, later, moved for summary

judgment.

Building on this foundation, the appellants posit that

they are entitled to a default judgment against Philip MorrisPuerto Rico. See Fed. R. Civ. P. 55(a). They further posit that

the existence of this loose end deprives us of appellate
The appellants claim that they were first alerted to this 1

issue by the naming of both Philip Morris USA and Philip MorrisPuerto Rico on the cover of Philip Morris's brief in this court and

by the mention of both appellations in the corporate disclosure

statement. See Fed. R. App. P. 26.1. Because ordinary principles

of waiver do not apply to possible defects in a court's subject

matter jurisdiction, see Am. Fiber & Finishing, 362 F.3d at 138-39,

we do not test the authenticity of this claim.

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jurisdiction. See 28 U.S.C. § 1291; Fed. R. Civ. P. 54(b); see 1

also Alstom Caribe, Inc. v. Geo. P. Reintjes Co., ___ F.3d ___, ___

(1st Cir. 2007) [No. 06-2386, slip. op. at 7] (explaining that to

be "final" and, thus, immediately appealable, a decision must be

one that "ends the litigation on the merits and leaves nothing for

the court to do but execute the judgment") (quoting Catlin v.

United States, 324 U.S. 229, 233 (1945)). 

This nascent jurisdictional objection does not survive

scrutiny. The record reflects that, shortly after suit was

commenced, the district court scheduled its initial case-management

conference. See Fed. R. Civ. P. 16(b). In preparing for that

conference, the parties stipulated that Philip Morris USA

maintained a branch office in Puerto Rico and did business in

Puerto Rico under the name "Philip Morris-Puerto Rico." The clear

import of this stipulation was that Philip Morris-Puerto Rico was

not a separate corporate entity but, rather, a division of Philip

Morris USA. 

The district court accepted this stipulation and, in

subsequent orders, referred to the employer as "Philip Morris USA."
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Consistent with this understanding, the court, in granting summary

judgment, noted that Philip Morris's Puerto Rico branch had been

merged into Philip Morris USA several years before the occurrence

of the events giving rise to this suit. See Cabán Hernández v.

Philip Morris USA, Inc., No. 05-1284, slip op. at 10 (D.P.R. Apr.

27, 2006) (unpublished).

The parties' stipulation resolves the jurisdictional

objection. Stipulations "eliminate the need for proving

essentially uncontested facts," thus husbanding scarce judicial

resources. Gomez v. Rivera Rodríguez, 344 F.3d 103, 120 (1st Cir.

2003). Since stipulations are important to the efficient and

expeditious progress of litigation in the federal courts, parties

are encouraged to stipulate as to factual matters. See TI Fed.

Credit Union v. DelBonis, 72 F.3d 921, 928 (1st Cir. 1995). Once

a party has entered into a stipulation, however, that party is not

at liberty to renege unilaterally on a stipulated fact without

leave of court, which ordinarily will not be granted absent a

showing of good cause. See Am. Honda Motor Co. v. Richard

Lundgren, Inc., 314 F.3d 17, 21 (1st Cir. 2002); TI Fed. Credit

Union, 72 F.3d at 928. 

Here, the trial court correctly read the stipulation to

mean that there was only one defendant. Cf. Gomez, 344 F.3d at 121

("Determining the meaning and effect of a stipulation presents a

question of law . . . ."). The appellants have shown nothing that
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would constitute good cause or otherwise justify relief from the

stipulation. Certainly, the mere mention of the appellation

"Philip Morris-Puerto Rico" in the corporate disclosure statement

does not afford a basis for undoing the stipulation. The use of

the name on the brief cover is even less informative: for aught

that appears, the brief cover merely replicated the caption of the

case as set out in the appellants' complaint. In all events, that

loose language cannot be used as a wedge to split an organization

that the parties have agreed is a single corporation into two

separate corporate entities.

To cinch matters, it is evident that Philip Morris relied

on the stipulation and, thus, did not file an answer to the

complaint on behalf of Philip Morris-Puerto Rico. Under the

circumstances, that reliance was both reasonable and detrimental.

A party's detrimental reliance, reasonably undertaken, weighs

heavily in the balance when the adverse party attempts to revoke a

factual stipulation. See Am. Honda, 314 F.3d at 21. That weight

grows even more ponderous when, as in this case, the revocation

attempt is not made until after judgment has entered and the case

is on appeal. 

Having completed our canvass of the record, we conclude,

without serious question, that the stipulation must be accorded

full force and effect. That conclusion, in turn, ends the

jurisdictional inquiry. Because the parties stipulated that Philip
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Morris-Puerto Rico is not an independent entity, the district

court's entry of summary judgment in favor of Philip Morris USA,

Inc. was a final order that disposed of all claims against all

parties to the case. Accordingly, we have jurisdiction to

entertain the appeal. See 28 U.S.C. § 1291; see also Alstom

Caribe, ___ F.3d at ___ [slip op. at 12].

III. THE MERITS 

We turn now to the merits. Before addressing the

district court's decision, we must plot the contours of the summary

judgment record. Then, after limning the summary judgment

standard, we test the viability of the appellants' statements of

claim. At that stage, we divide our analysis into three segments,

discussing separately the appellants' Title VII claims, their

claims under Puerto Rico law, and their spouses' claims.

A. Summary Judgment Record.

The appellants assert that their counter-statement of

material facts, submitted as part of their opposition to Philip

Morris's summary judgment motion, should be considered an integral

part of the summary judgment record. They base this assertion on

a claim that the district court erred in finding the counterstatement noncompliant with the local rules. In pertinent part,

those rules require a party opposing a motion for summary judgment

to accept, deny, or qualify each entry in the movant's statement of

material facts paragraph by paragraph and to support any denials,
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qualifications, or new assertions by particularized citations to

the record. See D.P.R.R. 56(c). 

What transpired below is not in dispute. The appellants

submitted a timely opposition to the summary judgment motion, but

their counter-statement of material facts did not conform to the

requirements of the local rules. Consequently, the district court,

in accordance with the provisions of Local Rule 56(e), deemed

Philip Morris's statement unopposed and accepted its stated facts

as true. 

Before us, the appellants attempt to confess and avoid.

They admit that they did not furnish specific record citations to

support their version of the facts but they nonetheless argue that

their submission of selected excerpts (rather than unexpurgated

documents) minimized the hardship to the district court and, thus,

constituted substantial compliance with the strictures of Local

Rule 56. That argument gives short shrift to the interests at

stake, and we reject it.

We repeatedly have emphasized the importance of local

rules similar to Local Rule 56. Such rules were inaugurated in

response to this court's abiding concern that, without them,

"summary judgment practice could too easily become a game of catand-mouse." Ruiz Rivera v. Riley, 209 F.3d 24, 28 (1st Cir. 2000).

Such rules are designed to function as a means of "focusing a

district court's attention on what is — and what is not — genuinely
While this might have been permissible if the appellants were 2

content to accept Philip Morris's statement of facts as true but

wished to augment it with additional facts, see Euromodas, Inc. v.

Zanella, Ltd., 368 F.3d 11, 15 (1st Cir. 2004), that was not the

appellants' goal.

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controverted." Calvi v. Knox County, 470 F.3d 422, 427 (1st Cir.

2006). When complied with, they serve "to dispel the smokescreen

behind which litigants with marginal or unwinnable cases often seek

to hide [and] greatly reduce the possibility that the district

court will fall victim to an ambush." Id. 

Given the vital purpose that such rules serve, litigants

ignore them at their peril. In the event that a party opposing

summary judgment fails to act in accordance with the rigors that

such a rule imposes, a district court is free, in the exercise of

its sound discretion, to accept the moving party's facts as stated.

See Cosme-Rosado v. Serrano-Rodriguez, 360 F.3d 42, 45 (1st Cir.

2004); Ruiz Rivera, 209 F.3d at 28.

A review of the record in this case reveals that the

district court acted justifiably in rebuffing the appellants'

proffered counter-statement and crediting Philip Morris's version

of the facts. To begin, the appellants did not admit, deny, or

qualify Philip Morris's assertions of fact paragraph by paragraph

as required by Local Rule 56(c). Instead, they submitted an

alternate statement of facts in narrative form. This failing 2

alone would have warranted a "deeming" order. 
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To make matters worse, the appellants did not adhere to

the record citation requirement. Some assertions in the

appellants' counter-statement were completely unsupported by any

hint of a record citation. Numerous other "facts" memorialized in

their counter-statement were supported only by general references

to multiple exhibits (e.g., a reference to "Exhibits 1 through 6"),

yet those exhibits — deposition transcripts and answers to

interrogatories — collectively comprised hundreds of pages. This

is far removed from compliance with the requirement that "[a]n

assertion of fact . . . shall be followed by a citation to the

specific page or paragraph of identified record material supporting

the assertion," D.P.R.R. 56(e) (emphasis supplied), and leaves the

district court to grope unaided for factual needles in a

documentary haystack.

Rules like Local Rule 56 are meant to ease the district

court's operose task and to prevent parties from unfairly shifting

the burdens of litigation to the court. The appellants' submission

contravened the local rule and, thus, thwarted this salutary

purpose. Given this significant noncompliance, the district court

did not abuse its discretion in deeming Philip Morris's statement

of facts unopposed and crediting the factual assertions contained

therein.
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B. Summary Judgment Standard.

Orders granting summary judgment engender de novo review.

Calvi, 470 F.3d at 426. That review is confined to the record that

was properly before the district court at the time of its decision.

Mandel v. Boston Phoenix, Inc., 456 F.3d 198, 204 (1st Cir. 2006).

Here, then, our task is to determine whether the district court

appropriately granted summary judgment based on the facts as set

forth in Philip Morris's moving papers.

We will affirm the entry of summary judgment if — and

only if — the facts as stated show beyond any legitimate question

the movant's entitlement to judgment as a matter of law. See

DePoutot v. Raffaelly, 424 F.3d 112, 117 (1st Cir. 2005); see also

Fed. R. Civ. P. 56(c). In marshaling the facts for this purpose,

we must draw all reasonable inferences in the light most favorable

to the nonmovant. See Calvi, 470 F.3d at 426. That does not mean,

however, that we ought to draw unreasonable inferences or credit

bald assertions, empty conclusions, rank conjecture, or vitriolic

invective. See Cadle Co. v. Hayes, 116 F.3d 957, 960 (1st Cir.

1997); Medina-Muñoz v. R.J. Reynolds Tobacco Co., 896 F.2d 5, 8

(1st Cir. 1990). 

C. Title VII Claims.

Five years ago, we held squarely that rights conferred by

Title VII, like many other rights created by federal statutory law,

may be surrendered through the execution of a release. See
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Melanson v. Browning-Ferris Indus., Inc., 281 F.3d 272, 274 (1st

Cir. 2002). The waiver must, of course, be knowing and voluntary.

Id. Because release is an affirmative defense, see Fed. R. Civ. P.

8(c), the burden rests with the releasee to establish that a

particular release satisfies these criteria. See id. at 276; see

also Rivera-Flores v. Bristol-Myers Squibb Carib., 112 F.3d 9, 12

(1st Cir. 1997).

Conducting this inquiry requires the use of a wide-angled

lens. We must, therefore, evaluate the totality of the

circumstances in order to determine whether an employer has

adequately demonstrated the knowing and voluntary character of an

employee's asserted waiver. See Smart v. Gillette Co. Long-Term

Disab. Plan, 70 F.3d 173, 181 (1st Cir. 1995). We have mentioned

certain factors that typically inform this inquiry. These include:

(1) the plaintiff's education, business

experience, and sophistication; (2) the

parties' respective roles in deciding the

final terms of the arrangement; (3) the

agreement's clarity; (4) the amount of time

available to the plaintiff to study the

agreement before acting on it; (5) whether the

plaintiff had independent advice — such as the

advice of counsel — when [signing] the

agreement; and (6) the nature of the

consideration tendered in exchange for the

waiver.

Id. at 181 n.3. This list, however, is intended to be illustrative

rather than exhaustive. See id. at 181. As long as the

circumstances viewed in the aggregate show that the waiver was

knowing and voluntary, the employer need not establish that every

factor cuts in its favor.
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In this instance, a canvass of the six Smart factors

shows, beyond hope of contradiction, that each appellant's waiver

was knowing and voluntary. We explain briefly. 

One Smart factor — the second — favors the appellants:

Philip Morris unilaterally crafted the terms of the proposed

settlement. That factor, however, is of only modest import here;

it might have cut more sharply in the appellants' favor had there

been evidence that they attempted to negotiate the terms of the

release but were rebuffed. The summary judgment record, however,

discloses no such evidence.

The first Smart factor strongly favors Philip Morris.

Although the appellants' educational backgrounds vary, each of them

has a high-school diploma and some educational instruction beyond

the high-school level. Cabán worked for Philip Morris for over

three decades; Colón worked there for nearly a quarter-century; and

Villano, after spending almost a decade in a comparable position

with another firm, worked approximately five years at Philip

Morris. All three held responsible supervisory positions, and each

applied for a new position that required substantial business

acumen. Given the lack of any evidence to the contrary, a

reasonable factfinder scarcely could conclude either that the

appellants were insufficiently sophisticated to waive their claims

or that those waivers were the product of anything other than free

will. 
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The third Smart factor also weighs heavily in the

employer's favor. The releases, all of which were substantially

similar, were crystal clear. Each release stated explicitly that

the signer was waiving "any claims, known or unknown, promises,

causes of action, or similar rights" against Philip Morris arising

"under the guise of many different laws (including federal, state

and local laws and statutes, executive orders, rules and

regulations, other administrative guidelines, and Common Law legal

doctrines)." This language hardly could have been more direct or

to the point. 

The fourth, fifth, and sixth Smart factors push in the

same direction. The releases and other documents were furnished to

the appellants both in English and Spanish. The company then gave

the appellants a significant amount of time — forty-five days —

within which to decide whether to sign the releases. The

appellants were advised, both orally and in writing, of their right

to consult with counsel before making a decision. This opportunity

was not squandered; two of the appellants sent the document package

(including the proffered release) to a lawyer before executing the

release. The third appellant (Villano) spoke to an attorney before

accepting the company's offer, but did not submit the critical

documents for the attorney's perusal. 

Each appellant elected to take the proffered

consideration and signed a Spanish-language version of the release.
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The releases provided for a seven-day rescission period; that is,

an employee who chose to execute a release had seven days from the

date of execution within which to cancel it. None of the

appellants exercised his right of rescission within the allotted

time frame.

We add, moreover, that the consideration was substantial.

In exchange for signing a release, an employee received a lump sum

equal to three months' salary as well as other benefits (such as

career transition services).

Notwithstanding these indicia of knowledge and volition,

the appellants assert that the packages they received were

confusing, as each package contained both a description of the

severance benefits to which a discharged employee was automatically

entitled as well as a description of the additional benefits that

would inure to him should he opt to sign the proffered release. We

agree that, in an ideal world, a severance package might well

contain completely separate forms for accepting these two types of

emoluments. But employers are required to provide fair notice to

affected employees, not perfect notice. Here, when the entire

package is taken into account, the appellants' argument falters.

The most important reason is that, in a subsection

entitled "Description of the Increased Benefits for Eligible

Employees," the paperwork informed each affected employee, clearly

and conspicuously, that "[i]n addition to all of the benefits
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described above" — that is, in addition to the severance benefits

to which he was entitled — he would, "if [he] sign[ed] the General

Agreement and Release that [was] enclosed," receive the additional

benefits enumerated in the materials. To reinforce this point, the

materials expressly advised each affected employee that the receipt

of severance benefits was not contingent on his execution of the

release. In the circumstances of this case, these caveats

satisfied the employer's obligation to give fair notice. 

To say more about the releases themselves would be

supererogatory. The Smart factors overwhelmingly favor a finding

that the appellants knowingly and voluntarily executed the

releases. That one of the six factors tends to favor the

appellants is not enough to tip the summary judgment balance; the

law is clear that no single factor is determinative in evaluating

whether a waiver is knowing and voluntary. See Smart, 70 F.3d at

181. It is sufficient to sustain the validity of a release and the

enforceability of its terms, at the summary judgment stage, that

the relevant circumstances point unerringly toward that result. 

The appellants have a fallback position. They asseverate

that, notwithstanding the persuasive force of the Smart factors, a

finding that they acted knowingly and voluntarily is precluded (or,

at least, called into legitimate question) because they were

coerced into signing the releases. In this regard, they complain

that each of them "felt [he] had no other alternative but to sign
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the agreement and general release" due to the "pressure, rage,

indignation, depression, demoralization and confused mental state

[caused] by the hostile, discriminatory work environment" created

by Philip Morris. Appellants' Br. at 44. To drive this point

home, the appellants attempt to draw an analogy to situations in

which an employer has made working conditions so unsavory that

options given to employees become "nothing more than a charade."

Vega v. Kodak Carib., Ltd., 3 F.3d 476, 480 (1st Cir. 1993); see

Young v. Sw. Savs. & Loan Ass'n, 509 F.2d 140, 144 (5th Cir. 1975).

These importunings comprise more cry than wool. The

cases that the appellants cite to support their claim of coercion

are, without exception, constructive discharge cases. In those

instances, the employees claimed that they were choosing between

further service under intolerable working conditions and

resignation. See, e.g., Vega, 3 F.3d at 480. Here, however, there

was no such Hobson's choice: the appellants already had been told

of their impending loss of employment at the time they opted to

waive their rights. Their choice was either to sign the proffered

releases and receive extra benefits or to pursue legal action over

the loss of their jobs. Either way, they would no longer be

subject to the hostile work environment that they claim flourished

at Philip Morris. So viewed, that hostile work environment, even
At any rate, the summary judgment record does not appear to 3

establish a genuine issue of material fact as to the existence of

a hostile work environment. 

The appellants and their spouses are citizens of Puerto Rico; 4

Philip Morris is a Virginia corporation that maintains its

principal place of business in that state; and the amount in

controversy exceeds the minimum required for diversity

jurisdiction. 

For purposes related to diversity jurisdiction, Puerto Rico 5

is deemed to be the functional equivalent of a state. See 28

U.S.C. § 1332(e); see also Díaz-Rodríguez v. Pep Boys Corp., 410

F.3d 56, 58 (1st Cir. 2005).

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if it existed, could not have played a legally significant role in

the appellants' decisions to sign the proffered releases. 

3

That ends this phase of the matter. For the reasons

elucidated above, we find the case law upon which the appellants

rely to be inapposite and their legal theory untenable.

Accordingly, we reject their claim of coercion and hold that the

district court appropriately granted summary judgment on the Title

VII claims. 

D. Law 100 Claims.

Because diversity jurisdiction is present here, see 28

U.S.C. § 1332(a), we also must consider the appellants' claims

under Puerto Rico law. The basic premise under which diversity 4

jurisdiction operates is straightforward: a federal court sitting

in diversity is bound to apply state substantive law. See Erie 5

R.R. Co. v. Tompkins, 304 U.S. 64, 78 (1938); Alternative Sys.

Concepts, Inc. v. Synopsys, Inc., 374 F.3d 23, 32 (1st Cir. 2004).
The appellants' casual reference to the prohibition on waiver 6

in Law 80, P.R. Laws Ann. tit. 29, § 185i, is a red herring. Law

80 creates a right to compensation if an employer dismisses an

employee without just cause. See id. § 185a. Here, however, none

of the appellants has brought a claim under Law 80. Moreover,

although a release of a claim for wages may be void under Puerto

Rico law unless certain prerequisites have been met, see Am.

Colonial Broad. Corp. v. Super. Ct., 94 P.R.R. 270, 274 (1967), the

appellants have not made such a claim. 

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State contract law falls within this sphere. See, e.g., Pritzker

v. Yari, 42 F.3d 53, 65 (1st Cir. 1994). Consequently, the effect

of the releases on the appellants' Law 100 claims must be evaluated

under substantive principles of Puerto Rico law. 

As a general rule, "[r]ights granted by the laws [of

Puerto Rico] may be renounced, provided such renunciation be not

contrary to law, to public interest or public order, or prejudicial

to the interest of a third person." P.R. Laws Ann. tit. 31, § 4;

see Ponce Gas Serv. Corp. v. L.R.B., 104 P.R.R. 983, 987 (1976)

("Save when expressly prohibited or restricted by law, rights may

be waived and compromised."). The appellants have not identified

any provision of Puerto Rico's Civil Code, or any specific tenet of

Puerto Rico's case law, that invalidates the releases or undercuts

their efficacy. In point of fact, the Puerto Rico courts have 6

explicitly given their imprimatur to releases of employment

discrimination claims. See, e.g., Marte v. Pegasus Broad., No.

KLAN0400915 (P.R. Cir. Feb. 15, 2005) (English translation

unpublished). As a theoretical matter, then, a release of Law 100

claims is authorized under the law of Puerto Rico.
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The fact that the appellants legally could have released

their Law 100 claims does not mean that they did so here. The

question reduces to whether the documents that they signed actually

effected a release in accordance with Puerto Rico law.

Interpreting Article 1709 of the Civil Code, P.R. Laws Ann. tit.

31, § 4821, the Puerto Rico Supreme Court has enumerated three

requirements for the valid release or settlement of a claim: (i) an

uncertain legal relationship, (ii) an intent to eliminate the

uncertainty, and (iii) reciprocal concessions. See Citibank, N.A.

v. Dependable Ins. Co., 21 P.R. Offic. Trans. 496, 506 (1988). The

releases at issue here satisfy these requirements. 

The ubiquity of litigation that surrounds the nonconsensual termination of employment relationships bears powerful

witness to the myriad uncertainties about legal rights and

obligations incident to such terminations. The language of the

releases signed by the appellants is unarguably intended to

eliminate those uncertainties. And, finally, the parties made

reciprocal concessions: each appellant agreed not to pursue any

legal claims arising out of the failed employment relationship,

while Philip Morris agreed to pay to each a substantial sum that it

was not otherwise obligated to pay and to furnish ancillary

services as well. Thus, the releases were valid settlements of the

Law 100 claims.
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To be sure, the appellants again argue that the releases

are void because they "were deceived and induced into signing

through mistake, deception and duress." Appellants' Br. at 49.

This argument, which we found wanting when the appellants dubbed it

"coercion" and raised it in connection with their Title VII claims,

see supra Part III(C), has no more traction in connection with

their Law 100 claims.

We need not tarry. Although the appellants correctly

point out that Article 1217 of the Civil Code, P.R. Laws Ann. tit.

31, § 3404, renders consent to a settlement void when given "by

error, . . . by intimidation, or deceit," Puerto Rico law presumes

good faith in negotiations. See Citibank, 21 P.R. Offic. Trans. at

512. Wrongdoing or bad faith is never assumed but, rather, must be

proved affirmatively by the party who challenges an agreement based

on an absence of consent. See id. And when examining efforts to

invalidate consent, Puerto Rico courts consider the education,

social background, economic status, and business experience of the

challenger. See Miranda Soto v. Mena Eró, 9 P.R. Offic. Trans. 628,

634 (1980). 

In this instance, the appellants are reasonably welleducated, experienced individuals, all of whom have held

responsible positions in the private sector. Tellingly, they have

presented no significantly probative evidence of deception, duress,

objectively reasonable error, or other circumstances sufficient to
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trigger Article 1217. Put bluntly, this record compels a finding

that the appellants knowingly and voluntarily consented to

releasing their employment-related claims (including their Law 100

claims). 

E. Spousal Claims.

The final argument advanced in this appeal relates to

negligence claims propounded by the appellants' spouses under

Article 1802, P.R. Laws Ann. tit. 31, § 5141. The spouses (who

also are appellants in this court) note that they never signed

releases. Based on this premise, they contend that their claims

for damages should not be barred.

Though ingenious, this contention is without merit.

Under Puerto Rico law, close relatives of one who has suffered the

slings and arrows of employment discrimination may invoke Article

1802 as a vehicle for prosecuting a cause of action. See Santini

Rivera v. Serv Air, Inc., 137 D.P.R. 1 (1994). But such a cause of

action is wholly derivative and, thus, its viability is contingent

upon the viability of the underlying employment discrimination

claim. See Marcano-Rivera v. Pueblo Int'l, Inc., 232 F.3d 245, 258

n.7 (1st Cir. 2000); Baralt v. Nationwide Mut. Ins. Co., 183 F.

Supp. 2d 486, 488 (D.P.R. 2002) (citing the court's own translation

of Maldonado Rodríguez v. Banco Cent. Corp., 138 D.P.R. 268

(1995)). Because the district court appropriately granted summary
The appellants attempt to raise another ground of appeal, 7

which relates to the district court's denial of a motion to compel

discovery. We have no occasion to address that assignment of

error: the discovery in question concerns the merits of the

discrimination claims, not the validity of the releases. Because

we have upheld the entry of summary judgment based on the releases,

any discovery dispute related to the merits of the released claims

is moot.

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judgment on the underlying claims, see supra Parts III(C)-(D), the

spouses' derivative claims cannot succeed.

IV. CONCLUSION

We need go no further. The short of it is that this 7

appeal is properly before us. Upon review, we conclude that the

appropriately configured summary judgment record makes manifest

that the appellants signed clear and unequivocal releases of all

claims against Philip Morris — and did so after having been

afforded fair notice, ample time to consider their options, and an

opportunity to consult with counsel. The district court determined

that those valid and enforceable releases, for which the appellants

received substantial consideration, barred their attempt to assert

employment-related causes of action against Philip Morris, whether

under federal or Puerto Rico law. That determination was legally

correct, as was the district court's concomitant grant of summary

judgment on the claims asserted by the appellants' spouses. 

Affirmed.