# Supreme Court of Louisiana

FOR IMMEDIATE NEWS RELEASE NEWS RELEASE #030

FROM: CLERK OF SUPREME COURT OF LOUISIANA

The Opinions handed down on the 27th day of June, 2018 , are as follows:

BY CRICHTON, J. :

2017 -C C -1 112 KERR Y MAGGIO v. JAMES PARKER; THE SANDWICH KINGS, LLC (D/B/A JIMMY JOHN'S); REPUBLIC-V ANGUARD INSURANCE COMPANY; AND METROPOLITAN PROPERT Y AND CASUALTY INSU RANCE COMPANY (Pari sh of Ascension) In this matter , which is at th e summar y judgment phase, w e are call ed upon to decid e whethe r a settlement whic h purports to release “all other persons, firms, o r corporations who are o r migh t be liable ” applie s to defendant s wh o were not direct parties to the settlement. For the reasons that follow, we find that th e defendants ar e no t entitled to summar y judgment , reverse th e opinio n of th e cour t of appeal , an d remand fo r further proceedings.
AFFIRMED. WEIMER, J., dissents and assigns reasons. GUIDRY, J., dissents and assigns reasons. CLARK, J., dissents and assigns reasons. HUGHES, J., additionally concurs and assigns reasons.1 06/27/18

SUPREME COURT OF LOUISIANA No. 2017
- CC
- 1112 KERRY MAGGIO VERSUS JAMES PARKER; THE SANDWICH KINGS, LLC (D/B/A JIMMY JOHN ’ S); REPUBLIC
- VANGUARD INSURANCE COMPANY; AND METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY ON SUPERVISORY WRITS TO THE TWENTY
- THIRD JUDICIAL DISTRICT COURT FOR THE PARISH OF ASCENSION
CRICHTON, Justice 

### In this matter, which is at the summary judgment phase, we are called upon to decide whether a settlement which purports to release “all other persons, firms, or corporations who are or might be liable” applies to defendants who were not direct parties to the settlement. For the reasons that follow, we find that the defendants are not entitled to summary judgment, reverse the opinion of the cour t of appeal, and remand for further proceedings. FACTS AND PROCEDURAL HISTORY 

### The pertinent facts of this case are largely undisputed. On January 14, 2015, plaintiff Kerry Maggio was injured in an automobile accident when his vehicle

was struck by a vehicle operated by James Parker, an employee of The Sandwich Kings, LLC d/b/a Jimmy Johns (“Sandwich Kings”). The vehicle operated by Mr. Parker was owned by Brenda Parker and insured by Louisiana Farm Bureau (“Farm Bureau”).2 On June 19, 2015, plaintiff filed a petition for damages naming as defendants:
Mr. Parker ; Sandwich Kings, Mr. Parker ’ s employer, contending that Mr. Parker was in the course and scope of his employment at the time of the accident; Republic

Vanguard, Sandwich King ’ s automobile insurer; and Metropolitan Property Casualty Insurance Company, plaintiff ’ s uninsured motorist insurer. Notably, plaintiff did not name Brenda Parker or Farm Bureau as defendants. Less than one month later, o n July 6, 2015, plaintiff entered in to a “Final Release and Settlement of Claim” ( “ Release ” ) with Brenda Parker and Farm Bureau

. In exchange for Farm Bureau ’ s $25,000 policy limits, plaintiff executed a release agreement which provides as follows: FOR AND IN CONSIDERATION of the payment of $25,000.00 to me/us in hand paid by Louisiana Farm Bureau Casualty Insurance Company and Brenda Parker hereinafter called payor(s), the receipt of which is hereby acknowledged, I/we Kerry Maggio address 2148 Chero kee St # B, Baton Rouge LA 70806

- 6605, being of lawful age, do hereby release, acquit and forever discharge the said payor(s), their agents and employees, and all other persons, firms or corporations who are or might be liable , from any and all actions, ca uses of action, claims, demands, damages, costs, loss of services, loss of consortium, expenses, and compensation on account of or in any way growing out of any and all known and unknown personal injuries and property damage, resulting or to result from an accident that occurred on or about 01/14/2015 by reason of an automobile accident including any other claims that I/we may have which arose at the time of or prior to such accident, and do hereby for myself (or ourselves) heirs, executors, administrators, successors and assigns, covenant with the said payor(s), their agents and employees, and all other persons, firms or corporations which are or may be liable to indemnify and save them harmless from all claims and demands, costs, loss of services, loss of consortium, expenses and compensation on account of or in any wise growing out of said accident or its results, known and unknown, or prior claims, both to persons and property. I/we know and understand that the injuries sustained may be permanent and prog ressive and recovery therefrom is uncertain and indefinite and there may be injuries or results of injuries not yet evident, recognized or known and in making this release, I/we rely wholly upon my/our judgment, knowledge and belief as to the nature, exten t and duration of said injuries and as to the questions of liability involved and have not been influenced by any representations regarding the same; that the claims are doubtful and disputed and the above consideration is3 accepted in full compromise, acco rd and satisfaction thereof, and the payment of said consideration is not an admission of liability. I have read this Release or had it read to me and I understand it. (Emphasis added.) After obtaining a copy of the release, on March 30, 2016, Sandwich Ki ngs and Republic

- Vanguard ( “defendants” ) filed a motion for summary judgment contending that they were entitled to dismissal based upon the July 6, 2015 Release. According to defendants, because th e R elease released “ all other persons . . . who

are or might be liable” for the injuries plaintiff incurred as a result of the accident, the Release had the effect of releasing defendants. Plaintiff opposed the motion for summary judgment , arguing that defendants were not a party to the release and did not pro vide any consideration for the release, and therefore, cannot claim a benefit from it. The district court denied defendants ’ motion for summary judgment . The
defendants thereafter sought supervisory review with the court of appeal , which denie d the writ wi thout comment . D efendants then applied for review to this Court

. We granted defendants ’ writ application and remanded the matter to the court of appeal for briefing, argument, and full opinion. Maggio v. Parker , 16

- 1988 (La. 12/16/16), 211 So. 3d 392. On remand, in a divided opinion, the court of appeal found no error in the judgment of the trial court denying the defendants ’ motion for summary judgment. Maggio v. Parker , 16

- 1075 (La. 6/2/17), 2017 WL 2399358 (unpublished) (Theriot, J., dissenting). The ma jority reasoned that summary judgment was inappropriate because defendants did not meet their burden of proving that the release manifested a clear intention to benefit them as third party beneficiaries. The dissenting judge disagreed, finding the language of the release was clear and unambiguous and “offers no other conclusion than that the relators had been released from liability.” Id

. , at p.13. We thereafter granted certiorari to4 consider the correctness of the court of appeal ’ s ruling . 17

- 1112 (La. 10 /27/17), 228 So. 3d 1224.

DISCUSSION A motion for summary judgment is a procedural device used when there is no genuine issue of material fact for all or part of the relief prayed for by a litigant. It is reviewed on appeal de novo, with the appellate court using the same criteria that govern the trial court ’ s determination of whether summary judgment is appropriate;
i.e ., whether there is any genuine issue of material fact, and whether the movant is entitled to judgment as a matter of law See , e.g. , Du nn v. City of Kenner , 15

- 1175, p.10 (La. 1/27/16), 187 So. 3d 404, 412. In ruling on a motion for summary judgment, the judge ’ s role is not to evaluate the weight of the evidence or to determine the truth of the matter, but instead to determine whether there is a genuine issue of triable fact. All doubts should be resolved in the non

- moving party ’ s favor. Hines v. Garrett , 2004

- 0806 (La. 6/25/04), 876 So. 2d 764, 765. A fact is material if it potentially ensures or precludes recovery, affects a litigant ’ s ultimate success, or determines the outcome of the legal dispute. A genuine issue is one as to which reasonable persons could disagree; if reasonab le persons could reach only

one conclusion, there is no need for a trial on that issue and summary judgment is appropriate. Id. at 765

- 66. In their motion for summary judgment, defendants assert that the clear and unambiguous language in the release discharged all persons, whether or not signatories to the release, who were or could be liable to plaintiff for a ny and all claims arising out of the January 14, 2015 accident. As set forth above, the release specifically named Farm Bureau and Brenda Parker, and their agents and employees, but also included broad language , stating “ all other persons, firms or corpora tions ”5 were released from liability for the January 14, 2015 accident. According to defendants , under La. Civ. Code art. 2046, because the release is clear and unambiguous, parol evidence cannot be used to determine the intent of the parties.

“ A compromise is a contract whereby the parties, through concessions made by one or more of them, settle a dispute or an uncertainty concerning an obligati on or other legal relationship.” La. Civ. Code art. 3071. The compromise instrument is governed by the same genera l rules of construction applicable to contracts. Brown v. Drillers, Inc ., 93

- 1019 (La. 1/14/94), 630 So. 2d 741, 748

. Therefore, in interpreting a contract, the analysis must start with the premise that legal agreements have the effect of law upon the part ies and that the courts are bound to give legal effect to all such contracts according to the true intent of the parties. Leenerts Farms, Inc. v. Rogers , 421 So. 2d 216 (La. 1982). See also Brown , 630 So. 2d at 748 ( a compromise “must be interpreted according to the parties ’ true intent”). This principle is enshrined in the Civil Code, which states: “ A compromise settles only those differences that the parties clearly intended to settle, including the necessary consequences of what they express. ” La. C.C. art. 3076. Accordingly, when the words of the settlement agreement are clear and explicit and lead to no absurd consequences, no further interpretation may be made in search of the parties ’ intent. C.C. art 2046. However, Louisiana courts have craft ed a jurisprudential exception to the extrinsic evidence rule for compromise agreements. When a dispute arises as to the scope of a compromise agreement,

“ extrinsic evidence can be considered to determine exactly what differences the parties intended to settle.” Brown , 630 So. 2d at 749. As this Court unanimously remarked in Brown , an opinion authored by Justice Pike Hall, a “long line of jurisprudence holds that a general release will not necessarily bar recovery for those aspects of a claim not inte nded by the parties to be covered by the release.” Id. Intent6 is determined by reading the compromise instrument “in light of the surrounding circumstances at the time of execution of the agreement.” Id. at 748

- 49. T he parties
to a release instrument are therefore “ permitted to raise a factual issue as to whether unequivocal language in the instrument was intended to be unequivocal.” Id

. I n interpreting this jurisprudential rule , court s have caution e d that, absent some substantiating evidence of mistaken intent, no reason exists to look beyond the four comers of the instrument to ascertain intent. Brown , 630 So. 2d at 749

. Therefore, utilizing a case - by

- case analysis, Louisiana courts have limited the application of the extrinsic evidence exception to cases in which substantiating evidence is presented establishing either (1) that the releasor was mistaken as to what he or she was signing, even though fraud was not present; or (2) that the releasor did not fully understand t he nature of the rights b eing released or that the releasor did not intend to release certain aspects of his or her claim. Id . When the factual circumstances surrounding the execution of the release instrument do not fall within either of the above categories, Louisiana courts hav e applied the general rule of construction in La. Civ. Code art. 2046 and have not hesitated to confine their analysis to the four corners of the instrument. Brown , 630 So. 2d at 749. With these principles in mind, we turn to the terms of the R elease in this case,
the nature of the substantiating evidence presented, and circumstances surrounding the signing of the Release

. As an initial matter, the Release unambiguously released

“ all other persons, firms or corpora tions who are or might be liable from any and all actions, causes of action, claims, demands, damages, costs, loss of services, loss of consortium, expenses, and compensation on account of or in any way growing out of any and all known and unknown personal injuries and property dam age, resulting or to result from an accident that occurred on or about 01/14/2015 .” Defendants argued that this broad language released them from any liability they may have had7 to plaintiff

. Therefore, plaintiff must offer substant iat ing evidence of mista ken intent to oppose summary judgment.
C ircumstances unique to this case surrounding the signing of the document give rise to an issue of fact regarding intent sufficient to defeat summary judgment

. First , the released parties, Farm B ureau and Brenda Parker, were not made
defendants in the lawsuit. In other words, the Release was negotiated with potentially liable parties who were not involved in the litigation. Second, the Release was signed just weeks after the lawsuit was filed, and yet the Release did not expressly include defendants

. Indeed, defendants were not involved in the Release negotiations and contributed nothing to the settlement

. Third, plaintiff did not dismiss the lawsuit against defendants after the Release was signed. Rather, defendants and plaintiff

en gaged in discovery that lasted for s everal months after to the sign ing

. Plaintiff has
therefore satisfied his burden to introduce extrinsic evidence under Brown to determine “exactly what differences the parties intended to settl e” and whether the language of the Release “was intended to be unequivocal.” Brown , 630 So. 2d at 749. We express no opinion here as to whether this evidence establishes mistaken intent outside of the summary judgment cont e xt . We merely find that the evidence raises a genuine issue of material fact r egar ding the intent of the parties. See La. C. Civ. P. art. 966(C). Additionally , we note that defendants , at this stage of the proceedings, have not demonstrated that a third

- party benefit was conferred up on them such that summary judgment is warranted . Pursuant to La. C.C. art. 1978, “[a] contracting party may stipulate a benefit for a third party” who is not named in the contract ; in Louisiana, such a contract for the b enefit of a third party is called a “stipulation pour autri.” See Joseph v. Hosp. Serv. Dist. No. 2 of Parish of St. Mary , 05

- 2364, p.9 (La. 10/15/06), 939 So. 2d 1206, 1212 . A stipulation pour autrui is never presumed

. Id.8 There are three criteria for det ermining whether contracting parties have provided a benefit for a third party: 1) the stipulation is “manifestly clear”; 2) there is certainty as to the benefit provided the third party; and 3) the benefit is not a “mere incident of the contract between t he promisor and the promisee.” Id

. In short, t he “most basic requirement” of a stipulation pour autrui is that the contract manifest a clear intention to benefit the third party; absent such a clear manifestation, a party claiming to be a third party beneficiary cannot meet his burden of proof

. Id. (citations omitted). This Court has recognized that summa ry judgment “is rarely appropriate for a determination based on subjective facts such as intent, motive, mal ice, knowledge or good faith.” Penalber v. Blount , 550 So. 2d 5 77 (La. 1989). Considering the fact

intensive nature of the inquiry for determining t hird

- party beneficiary status, we find the lower courts reached the correct result in denying defendants ’ motion for summary judgment insofar as they claim that the R elease manifested a clear intention to benefit them as third

- party beneficiaries. DECREE
F or the reasons assigned , we affirm the judgments of the trial court and court of appeal denying the motion for summary judgment of defendants Sandwich Kings, LLC and Republic

- Vanguard Insurance Company. The matter is remanded for further proceedings.
AFFIRMED

### 0 6/2 7 /1 8

SUPREM E CO URT O F LO UISIANA

NO. 2 0 1 7 -CC-1 1 1 2
KERRY MAGGI O
VERSUS JAMES PARKER; THE SANDW I CH KI NGS, LLC (D/ B/ A J I MMY J OHN’S); REPUBLI C-VANGUARD I NSURANCE COMPANY; AND METROPOLI TAN PROPERTY

AND CASUALTY I NSURANCE COMPANY
ON SUPERVISORY

W RITS TO THE TW

ENTY

- THIRD JUDICIAL DISTRICT COURT FOR THE PARISH OF ASCENSION

W EI MER, J . , d i ss en t i n g
. I co n cu r i n th e d i s sen t o f J u s t i ce Cl ark i n t h i s m at t er an d wri t e s ep arat el y o n l y
t o o ffer ad d i t i o n al co m

m en t s
. In m y o p i n i o n, t h e fu nd am en t al fl aw i n th e m ajo ri t y o p i n i o n i s th at i t es ch ews ci v i l l aw p ri n ci p l es th at reco g n i ze t h e s u p rem acy o f l eg i s l at i o n 1 an d em b races a ju ri s p ru den t i al p ro no un cem en t ( Bro w n v . Dri l l ers , I nc. , 9 3-1 0 1 9 (La. 1 / 1 4 / 9 4 ), 6 3 0
So .2 d 7 4 1 ) w h en a s p eci fi c co d al p r o v i s i o n g o v ern s t h e res ol u ti o n o f t h i s cas e. Sp eci fi cal l y , La. C.C. art

. 20 4 6 p ro v i d es : “ W h en t h e wo rd s o f a co n t ract are cl ear an d

ex p li ci t an d l ead t o n o ab su rd co n s eq u en ces , n o fu rt h er i n t erp ret at i o n m ay b e m ad e i n s earch o f t h e p art i es ’ i n t en t .”
Th e ap p l i cab i l it y

o f t h i s co dal pro v i s i o n is i m p l i ci t l y ack n o w l ed g ed wi t h t h e d ecl arat io n th at t h e “ Fi n al Rel eas e an d Set t l e m e n t o f Cl ai m ” at i s s u e h erei n

“ una m bi g uo us ly rel eas ed ‘ al l o t h er p ers o n s , fi rm s o r co rp o rat i o n s wh o are o r m i g ht

1 See L a. C.C. art. 2 (“L e g islation is a solemn ex pression of the leg islative will.”); L a. C.C. art. 1, 1987 Revision Comment (c) ( “I n L ouisiana, as in other civil law jurisdictions, leg islation is superior to any other source of law.”).b e l i ab l e fro m an y an d al l act i o n s , cau ses o f act io n , cl ai m s , d em an d s, d am ag es , co s t s ,

l o s s o f serv i ces , lo s s o f co ns o rt i u m , ex p en s es , an d co m p en s at i o n on acco u n t o f or in

an y way g ro wi n g o u t o f an y an d al l k n o wn an d un k n own p ers o n al i n ju ri es an d
p ro p ert y d am ag e, res u lt in g o r t o res u l t fro m an acci d e n t t h a t o ccu rred o n o r ab o ut
0 1 / 1 4 / 2 0 15 .’ ” Ma g gi o v. Pa rk er , 1 7 -1 1 1 2 , s li p o p
. at 6 ( La

. 6 / / 1 8 ) (em p h as i s ad d ed ). W i t h t h i s ack n o wl ed g m en t , t h e i n q u i ry s h o u l d h av e en d ed

. Nev ert h el es s , u n d er t h e g u i s e o f fo l l o wi n g t h e ju ri s p ru d en ti al “ ex cep t i o n ” t o
t h e cl ear d i rect iv e o f La. C.C. art

. 2 0 4 6 reco g n i zed i n Bro w n , an ex am in at io n i s m ad e

o f t he fact u al ev i d en ce to d et erm i n e “ wh et h er u n eq u i vo ca l l an g uag e in t h e i n s t ru m en t

was i n ten d ed t o b e u n eq u i vo ca l .” Ma g g i o , s up r a (q u o t i n g Bro w n , 6 3 0 So .2 d at 7 4 9 ),

em ph as i s ad ded

. Th is l an g u a g e fro m Bro w n rep res en ts a fo rm of ju d i ci al “ d o u b l e

s p eak ,” wh i ch ev ad es an d ero d es t h e pro v i s io ns o f La. C. C

. a r t

. 2 0 4 6

. (Aft er al l ,

“ u n eq u iv o cal ” o r “ u n am

bi g u o u s ” l an g u ag e 2 i s cert ai n l y , b y an y d efi n i t io n o f the t erm ,

“ cl ear an d ex pl i ci t ” l an g u ag e, wh i ch s h o u ld t ri g g er ap pl i cat io n of La. C.C. art

. 2 0 4 6,

an d i t s d irect i v e t h at wh en t h e wo rd s o f a co n t ract are cl ear an d ex p l i ci t , “ n o fu rt h er i n t erp ret at io n m ay b e m ad e in s earch of t h e p art i es ’ i nt en t .”) Th e res o rt , i n t h i s cas e,
t o ju ri s p ru den ce o v er d i rect l y ap p l i cab l e co d al au t ho ri t y i s at od d s wi t h Lo u i s i an a’ s ci v i l l aw h eri t ag e.

2 Sy nony ms for unequivocal (“not subject to misinterpretation or to more than one interpretation”) include: “ clear, clear-cut, cry stal clear, decided,

... e vident, obvious, open-and-shut,

... plain, straig htforward,

... unambig u o u s, unambivalent, unmistakable.” See M ERRIA M -W EB ST ER T HESA URUS at merriam-webster.com (online 6 /18/2018). W ords related to unequivoc a l i n c l u de: “comprehensible,

. .. g raspable,

... understandable , . . . simple,

... uncomplicated,

... discernible,

... black-and-white, ex plicit,

. .. w ell-defined,

. .. [ and] readable.” Id . The words “clear” and “ex plicit” are used in L a. C.C. art. 2046. W h ile no relevant “absurd consequences” from the application of L a. C.C. art. 2046 in this case have been noted, a complete, full, and final release of B renda Parker and “all other persons, firms o r c o r p o r a t ions who are or mig ht be liable” w ould protect her from a potential third-party claim based on neg lig ent entrustment. 2M o reo v er, t h at rel i an ce o n ju ri s p ru d en ce i s u n n eces s ary , as Bro w n i s cl earl y

d i s t i n gu i sh ab l e fro m t h e i n s tan t cas e. In Bro w n , t h e p lai n t i ff, Bu el l Bro wn , fi l ed s u i t
ag ai n s t n u m ero u s d efen d an t s, s eek in g dam ag es fo r in j u ri es res u l t i n g fro m h i s fal l
fro m a d ri l l in g r i g
. M r. Bro wn ’ s wi fe l at er as s ert ed a l o s s o f co n s o rt i u m cl ai m
. Su b s eq u en t l y , t h e part i es en t ered i n t o a s et t l em en t , w he r e by t he B ro wn s rel eas ed t h ei r

c l a i m s ag ai n s t t h e defen d an ts an d di s m i s s ed t h ei r l aws u i t. Fi v e y ears lat er , M r
. Bro w n di ed as a res u l t , at l eas t i n p art , o f t he in ju ri es h e s u s t ai n ed i n h i s fal l , an d h i s wi d ow fi l ed a wro ng fu l d eat h act i o n
. T h e d efen d an t s m o v ed fo r s u m m ary ju d g m en t , arg u i n g t h at t h e wro ng fu l d eat h act i o n was b arred u n d er t he term s of th e rel eas e. M rs
. Br o w n o p p o s ed t h e m o t i o n , arg u i n g t h at s h e n ev er i n ten d ed t o d i s m i s s h er

wro ng fu l d eat h cl ai m s , as s h e d i d n o t ex pect M r. Bro wn t o d i e fro m h i s i nju ri es
. Bro w n cl earl y aro s e u n d er un i q ue fact s , as t h e w ro n g fu l deat h cl a i m i n t h at

cas e d i d n o t accru e u n t i l l o n g aft er t he s et t l em en t was co n f e c t e d

. Un l i k e Bro w n , wh ere th e i s s u e b efo re t h e co u rt was wh et h er a rel eas e co n fect ed wh i l e an i n ju red
p art y w as s t i l l al i v e ex ten d ed t o t h e fu t u re, u n co nt em p l at ed wro ng fu l deat h act i o n o f
h i s wi d o w an d m i n o r ch i l d, t h i s cas e in v ol v es a pl ai nt i ff wh o was o bv i ou s l y a w a r e

o f h i s cl ai m s ag ai n s t th e in s tan t d efen d an t s , as h e fi l ed s u i t o n J u n e 1 9 , 2 0 1 5 , al l eg i n g
t h at Jam es Park er, Th e San d wi ch Ki n g s LLC, Rep u b l i c-Van g uard In s u ran ce Co m p an y , an d M et ro p o l i t a n Pro p ert y Cas u al t y In s u ran ce Co m pan y were l i ab l e fo r
t h e d am ag es h e s u ffered as a res u l t o f t he acci d en t , an d en t ered i n t he s et t l em en t wi th
Farm Bu reau an d Bren d a Park er l es s t h an o ne m o n th l at er. Nev ert h e l e s s , u n d er t he aeg i s o f fo l l o wi n g Bro w n , an at t em p t i s m ad e to i d en t i fy “ [c] i rcu m st an ces u n i q u e t o t h i s cas e s u rro u n d in g t h e s i g n i n g o f t h e do cu m en t [t hat ] g iv e ri s e t o an is s u e of fact reg ard i n g i n t en t .” Ma g g io , s l i p o p
. at 7

. W h i l e, ad m i t t e d l y , t h e ci rcu m s t an ces i d en t i fi ed are u n i q u e t o t h i s cas e, m an y o f t h e ci t ed

3ci rcu m s t an ces are u lt i m at el y i rrel ev an t

. Fo r ex am p l e , i t i s o f n o m om en t t h at t h e d efen d an t s were n o t s p eci fi cal l y n am ed in th e r e l e as e d o cu m en t, as t h at do cu m en t

ex p res s l y, e x p l i ci t ly , an d cl earl y ex t en d s t h e rel eas e t o “ al l o t h er p ers o n s , fi rm s o r

co rp o rat i o ns w h o a r e o r m i gh t b e l i ab l e.” It i s eq u al l y o f n o m o m en t t h at t h e d efen d an t s d i d n o t p art ici p at e i n t h e s et t l em en t n eg o ti at io n s o r co nt ri b u te an y m o n ey
t o ward s t h e s et t l em en t b ecau s e, as t h i rd p art y b en efi ci ari es o f t h e rel eas e, t h ere i s n o
req u i rem en t t h at t he d efen d an t s fu rn is h co n s id erat i o n fo r th at rel eas e. See J

. Den so n Sm it h , Th i r d Pa r t

y Be n e f i ci a r i es in Lo ui s i a n a : Th e S t i p u l a t i o n Po ur Au t r u i , 1 1
Tu l .L.Rev . 1 8 (1 9 3 6 -1 9 3 7). 3
M o reo v er, t h ere are o t h er ci rcu m s t an ces un i q u e t o th i s cas e t h at are n ot

m en t i o n e d a n d t h at are, i n m y m i n d , s i g n i fi can t

. Fo rem os t am o n g t h o s e i s t h e fact
t h at t h e p l ai n t iff s i g ned t h e rel eas e d i rect l y bel o w t h e fo l l o wi n g s en t en ce, ap p eari n g i n b o l d p ri n t i n t h e d ocu m en t: “ I ha v e rea d thi s Rel ea s e o r ha d i t rea d to m e a nd
unders ta nd it. ” J u st i ce Cl ark o b s erv es i n h i s d i s s en t w h at h as b een reco g ni zed fo r

o v er a cen t u ry : “ s i gn at u res t o [a d o cu m en t ] are no t m ere o rn am en t s ,” wh i ch s t at em en t refl ect s t h e p ri n ci p l e of Art i cl e 2 0 4 6

. See Bo ul l t v . Sa rpy , 3 0 La.An n
. 4 9 4 , 4 9 5 (La.
1 8 7 8 ). A p art y wh o s i gn s a wri t t en i n s t ru m en t i s p res u m ed t o kn o w i t s co n t en t s an d

can n ot av o i d i t s o b l i g at i o n s m erel y b y p ro t es t i n g t h a t he d i d no t u nd ers t an d t h e
p ro v is i o n s
. Ma g g i o , s li p
. o p
. at 2 -3 (Cl ark , J ., di ss en t in g ). Th i s p ri n ci pl e es p eci al l y h o l d s t ru e i n a cas e, s u ch as t h i s o n e, wh ere t h e p l ai n t i f f h ad t h e ad v i ce an d

en d ors em en t o f co u n s el , wh o s i g n ed t h e d o cu m en t d i rect l y bel o w t h e pl ai nt i ff. If t h e

3 As Professor Smith ex p lains:
There is nothing in the laws of this State or in the civil law backg round to our Code to indicate in any fashion that a third party beneficiary must furnish any thing in the nature of consideration f o r t he promise in his favor. The “consideration” f o r the promise is furnished by

the promisee and the promise is binding for this reason. Smith, Third Party Beneficiaries in Louisiana: The Stipulation Pour Autrui , 11 Tul.L

. Rev. at 51. 4p l ai n t i ff di d n o t w i s h t o rel eas e h i s cl ai m s ag ai ns t t h e d efen d an t s h erei n , he co u ld

h av e s im p l y refu s ed t o s i g n t h e rel eas e as wri t t en o r i n s ert ed a res erv at i o n o f ri g h t s cl au s e. He d i d n ei t her.
Th e s i t u at i o n i n wh i ch t he p l ai n t i f f f i n d s h im s el f as a res u lt of h i s fai l u re to

res erv e h i s ri g h t s ag ai ns t t h e d efen d an t s herei n i s no t an u n sy m p at h et i c o ne. Ho wev er, t h e res o l u t i o n o f t h i s cas e, o n t h e t h i n cas e of “ u ni l at eral m i s t ak e”
p res en t ed b y t h e p l a i n t i ff, 4 t h reat en s t o u p s et al l co m p ro m i s es g o i n g fo rward an d

wre a k h a v o c on t h e law fav o ri n g co m p ro m i s es
. Th at res o l ut i o n, m oreo v er, i s

u n n eces sary , as i t res ort s t o ju ri s p ru d en ce wh en t h ere i s a ci v i l co d e art icl e d i rect l y

o n p o i n t , w h i ch p ro v i des t h e s o l u t i on to t h e is s u e p res en t ed

. Becau s e t h ere are n o rel ev an t fact s at i s s u e, t h e m at ter s h o u l d b e res o l ved as a m at t er o f l aw. Fi n al l y , t h e d o cu m en t at i s s u e is en t i t l ed “ Fi n al Rel eas e an d Set t l em en t o f
Cl ai m .” Th e res u lt o f th e m ajo ri t y ’ s res o l u t io n o f t h i s cas e i s th at t here wi l l n o w b e

a t ri al o n t h e i s s u e o f i n t en t, a t ri al wh i ch s u b v ert s t h e rel eas e’ s en t ire p u rp o s e– to cl earl y an d ex p l i ci t l y co n cl u de t h i s l i t i g at i o n. Th e do cu m en t en t i t l ed “ Fi nal Rel eas e

an d Set t l em en t ” i s n o t n ow i n an y way fi n al . (Em

p h as i s ad ded .)
I res p ect fu l l y

d i s s en t fro m

t h e m ajo ri t y o pi n i on
.

4 B a sically , the only fact presented by the plaintiff in favor of his position that he did not intend to release the defendants herein is that, following ex e cution of the release, he continued to eng ag e in discovery a

nd did n ot d ismiss his lawsuit ag ainst the defendants. However, a s n o t ed p reviously , weig hed ag ainst this consideration is the fact that the p laintiff sig ned the release fully aware of his claim ag ainst the d efendants, having filed suit a few weeks earlier. Given the clear and unequivocal lang uag e of the release, the only reasonable ex planation for the plaintiff’s subsequent conduct is that he simply did not read the release, despi t e h i s representations to the contrary

. W hile unfortunate, it is not the role of the courts to relieve individuals of their own bad barg ains. Lam a v. Manale , 218 L a. 511, 515, 50 So.2d 15, 16 (1950). 506/27/18

SUPREME COURT OF LOUISIANA No. 2017
- C C
- 1112 KERRY MAGGIO VERSUS JAMES PARKER; THE SANDWICH KINGS, LLC (D/B/A JIMMY JOHN'S); REPUBLIC
- VANGUARD INSURANCE COMPANY; AND METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY ON S U PERVISORY WRITS TO THE T W ENTY
- THIRD JUDICIAL DISTRI CT COURT FOR THE PARISH OF ASCENSION
GUIDRY, J., dissents and assigns reasons. I respectfully dissent from the majority opinion for the reasons assigned by Justice Clark.1 06/27/18

S UPREME COURT OF LOUISIANA No. 2017
- CC
- 1112 KERRY MAGGIO VERSUS JAMES PARKER; THE SANDWICH KINGS, LLC (D/B/A JIMMY JOHN'S); REPUBLIC
- VANGUARD INSURANCE COMPANY; AND METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY ON SUPERVISORY WRITS TO THE TWENTY
- THIRD JUDICIAL DISTRICT COURT FOR THE PARISH OF ASCENSION

C lark, Justice, dissents and assigns reasons.

For the reasons that follow , I respectfully dissent from the majority opinion. In this matter, we are asked to determine whether the unambiguous language of a compromise must be enforced as written. In conformity with established law, I answer affirmatively . As an initial (and n otabl e ) matter, the majority recognizes that the language of the contract is indeed unambiguous. However, it relies on a jurisprudential exception that allows extrinsic evidence to be considered to glean the parties’ intent in entering into the contract and the scope of the matters compromised. See Brown v. Drillers, Inc. , 93

- 1019 (La. 1/14/94), 630 So.2d 741. In order to take advantage of this exception, the releasor must (1) have either been mistaken as to what he/she was signing or (2) not have fully understood the nature or the extent of the rights he/she was releasing. Id. I believe the majority’s reliance on Brown to justify the examination of extrinsic evidence is against the very language therein which instructs courts to “confine their analysis to the four corner s of the instrument” when the above categories are not met. For the following reasons, I do not believe2 the Brown exception should have been invoked, and, a ccordingly, I find any resulting consideration of parol evidence is inappropriate
First, I note that at the time the July 6, 2015 release was signed, the record reveals that plaintiff was aware of his claim against the Sandwich King defendants, having just filed suit against them in the preceding weeks. T he provision of the compromise which r eleased “all other persons, firms or corporations who are or might be liable” is neither confusing n or ambiguous. A reasonable person signing a compromise with such language, knowing that he or she had just recently filed a lawsuit against defendants who were allegedly liable, would know that this provision would have the effect of releasing these defen dants. Plaintiff now contends he did not fully understand the nature of the rights he was releasing ; however, such a
contention does not change the fact that he signed the release, which contained a provision that stated, “I have read this Release or had it rea d to me and understand it.” In Aguillard v. Auction Management Corp. , 04

- 2804, p. 23 (La. 6/29/05), 908 So.2d 1, 17, t his court explained that a person who signs a written instrument is presumed to know its contents:
It is well settled that a party who signs a written instrument is presumed to know its contents and cannot avoid its obligations by contending that he did not read it, that he did not understand it, or that the other party failed to explain it to him. See, e.g., Tweedel v. Brasseaux , 43 3 So.2d 133, 137 (La. 1983) (stating: “The presumption is that the parties are aware of the contents of writings to which they affixed their signatures . . . The burden of proof is upon them to establish with reasonable certainty that they have been decei ved.” “If a party can read, it behooves him to examine an instrument before signing it; and if he cannot read, it behooves him to have the instrumen t read to him and listen atten tively whilst this is being done.”) [emphasis added].

To allow a party to circumvent the provisions to which he contractually agreed, merely by protesting that he did not understand the provisions, undermines3 the essence of compromise agreements and could result in the real undoing of Louisiana contract law. As we explained in Lama v. Manale , 218 La. 511, 515 50 So.2d 15, 16 (1950):
Where there is a clause in a contract, and that clause is the agreement of the parties, the defense of a lack of knowledge o f its existence is untenable. Courts are not created t o relieve men of their bad bargains made. Where a clause of a contract is clear and unambiguous, “the letter of it should not be disregarded, under the pretext of pursuing the spirit.” [emphasis added].

If the plaintiff wished to reserve his claims aga inst the Sandwich King defendants he either could have declined to sign the release as written or inserted a reservation of rights. The plaintiff’s subsequent representation that he was unaware of the broad scope of the provision, while potentially true a nd sympathetic, does not merit an abandonment of established Louisiana contract law, which requires clear and unambiguous language of contracts to be honored.
Second, the majority’s willingness to wander outside of the four corners of
the document i n searc h of the party’s intent is in contravention of previous cases, which have held similar releases to be clear and explicit ( See Baudoin v. Montoya , 07

- 910 (La. App. 3 Cir. 1/30/08), 974 So.2d 877, writ denied , 08

- 479 (La. 5/2/08), 979 So.2d 1284 (expansive l anguage in a settlement agreement settled and dismissed all claims against anyone arising out of an automobile accident, regardless of whether they were signatories to the settlement); Hudson v. Progressive Sec. Ins.
Co. , 43,857 (La. App. 2 Cir. 12/10/08), 1 So.3d 627 , writ denied , 09

- 235 (La. 3/27/09), 5 So.3d 148 (broad language contained in a settlement agreement evinces intent to dismiss all claims against anyone arising out of the accident); Silva v. State
Farm Mut. Auto. Ins. Co. , 09

- 686 (La. App. 5 C ir. 3/23/10), 38 So.3d 934, writ denied , 10

- 932 (La. 6/25/10), 38 So.3d 342 (holding a broad release was clear and4 unambiguous and evidence d an intent to release all parties liable for the accident); Palmer v. Walker , 09

- 756 (La. App. 5 Cir. 1/12/10), 31 S o.3d 443 (plaintiff’s failure to specifically reserve rights in a settlement agreement results in the release of all

non

– settling parties, including employers and insurers); Migliore v. Traina , 474 So.2d 980 (La. App. 5 Cir. 1985) (finding release language is so br o a d it clearly covers any liability of any persons whatsoever arising from the accident, in the absence of any attempt to limit the broad language of the release).
Based on the foregoing, I do not believe that either of the trigger requirements have been met to employ the Brown exception. Thus, based on the c lear language of the settlement, the compromise should be enforced as written with no further consideration of extrinisic evidence.
Last, I disagree with the majority’s view that the existence of a stipulation pour autrui cannot be established via summary judgment in this case . I find that all requirements for a third

- party beneficiary contract are satisfied. ( See, Joseph v. Hospital Service Dist. No. 2 o f Parish of St. Mary , 05

- 2364, p. 9 (La. 10/15/06), 939 So.2d 1206, 1212, wherein the criteria are succinctly set forth.) Clearly the stipulation for a third party is manifestly evident, as the compromise explicitly provides for the release of “all other persons, firms, or corporation who are or might be liable.” There is certainty as to the benefit provided the third party, as the compromise releases the third parties from further liability. Finally, the benefit is not a mere incident of the contract be tween plaintiff and Brenda Parker/Farm Bureau, but is in fact a separate and specific provision releasing all other persons. Accordingly, I would reverse and render judgment in favor of the defendants.06/27/18 SUPREME COURT OF LOUISIANA

No. 2017
- CC
- 1112 KERRY MAGGIO VERSUS JAMES PARKER; THE SANDWICH KINGS, LLC (D/B/A JIMMY JOHN’S); REPUBLIC
- VANGUARD INSURANCE COMPANY; AND METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY ON S UPERVISORY WRITS TO THE TWENTY
- THIRD JUDICIAL DISTRICT COURT FOR THE PARISH OF ASCENSION
Hughes, J., additionally concurring . Civil Code article 3075 provides: A compromise entered into by one of multiple persons with an interest in the same matter doe s not bind the others, nor can it be raised by them as a defense , unless the matter compromised is a solidary obligation (emphasis added). End of story. As for stipulation pour autrui, there must be specific intent by the contracting parties to benefit ( the here unnamed ) beneficiary. It’s supposed to be a stipulation , not an accident. Just because the law has been poorly argued, or the lower courts or this court failed to discover the correct law to apply to the facts, is not an excuse to fail to apply the law correctly once it is discovered. Louisiana has fact pleading. It is our duty to apply the correct law to the facts. Lack of research is not a worthy position for the state’s highest court.