
USCA1 Opinion

	




          May 5, 1994           [NOT FOR PUBLICATION]                            UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                                 ___________________          No. 94-1125                                               DAVID J. YEADON,                                Plaintiff, Appellant,                                          v.                             PIZZA HUT OF AMERICA, INC.,                                 Defendant, Appellee.                                  __________________                     APPEAL FROM THE UNITED STATES DISTRICT COURT                          FOR THE DISTRICT OF MASSACHUSETTS                 [Hon. Frank H. Freedman, Senior U.S. District Judge]                                          __________________________                                 ___________________                                        Before                              Torruella, Selya and Cyr,                                   Circuit Judges.                                   ______________                                 ___________________               Dennis  P.  Powers, Katz,  Argenio  &  Powers  on brief  for               __________________  _________________________          appellant.               Thomas M. Elcock, Debra A.  Joyce, Carole Sakowski Lynch and               ________________  _______________  _____________________          Morrison, Mahoney & Miller on brief for appellee.          __________________________                                  __________________                                  __________________                 Per Curiam.  Appellant David Yeadon appeals the grant of                 __________            a motion  for summary  judgment in favor  of appellee,  Pizza            Hut,  in  regard  to  Yeadon's   claim  that  Pizza  Hut  was            vicariously liable for damages incurred by him in an accident            caused by Dwight Spaulding,  an employee of Pizza Hut.   This            diversity  action  is  governed  by Massachusetts  law.    We            summarily affirm.                                          I                 In  April  1990, Yeadon  was  injured  in an  automobile            accident  when a  vehicle driven  by Spaulding  collided with            Yeadon's car.   At the  time of the  accident, Spaulding  was            acting within the scope of his employment with Pizza Hut.  In            March 1991, Yeadon, in  return for a payment of  $15,000 from            Spaulding's  insurance  carrier,  Arbella   Mutual  Insurance            Company, executed a release which reads as follows:                 In consideration of  FIFTEEN THOUSAND  ($15,000.00)                 dollars to be paid  by ARBELLA MUTUAL INSURANCE CO.                 the receipt whereof is hereby acknowledged I hereby                 remise,  release and  forever  discharge  the  said                 Arbella Mutual and Dwight  J. Spaulding of and from                 all  debts,  demands,  actions,  causes  of action,                 suits, accounts,  covenants, contracts, agreements,                 damages,  and  any  and  all  claims,  demands  and                 liabilities  whatsoever of  every name  and nature,                 both  in LAW and in  EQUITY, which against the said                 Dwight J. Spaulding or his  heirs and assigns I now                 have or ever had from the beginning of the world to                 this date  and more  especially on account  of [an]                 automobile  accident   on  April  11,  1990.    The                 undersigned  specifically  reserves  all rights  as                 against Pizza  Hut and  Dwight J. Spaulding  as its                 agent.                                           -2-            The  release  was  signed  by  Yeadon and  witnessed  by  his            attorney.      In March  1993,  Yeadon brought  suit  against            Pizza Hut, on the  ground that it was vicariously  liable for            the damages from the accident.  The district court found that            Yeadon  had released  Spaulding from  all liability  and that            under  Massachusetts law the release of  an agent precluded a            derivative claim against the  principal.  The court therefore            granted Pizza Hut's motion for summary judgment.                                            II                 Yeadon raises two arguments  on appeal. First, he argues            that  the district court erred in interpreting the March 1991            contract  as an  unambiguous  release of  Spaulding from  all            liability.  Second, he contends that, even if the contract is            so interpreted, Massachusetts law does not bar a claim in his            case.                 Yeadon  asserts  that  his  intent  in  the  March  1991            contract was to grant  an absolute release to Arbella  but to            grant only a qualified release to Spaulding and to preserve a            complete  right  of  action against  Pizza  Hut.   He  relies            primarily  upon the explicit  language of the  release to the            effect that  he "specifically reserves all  rights as against            Pizza Hut  and Dwight J.  Spaulding as  its agent."   He also            seeks   to  support  his   interpretation  by   reference  to            circumstances surrounding the agreement.   Since, in spite of            the language referred to by appellant, we find the release to                                         -3-            be "unambiguous in  regard to the  question at hand,"  Hermes                                                                   ______            Automation Technology, Co. v. Hyundai Electronics Industries,            _________________________     _______________________________            Co.,  915 F.2d 739, 747 (1st Cir. 1990) (citing cases), i.e.,            __                                                      ___            its  grant  of a  complete  release to  Spaulding,  we eschew            reliance on external evidence  and limit our consideration to            the plain  meaning  of  the  language of  the  contract,  see                                                                      ___            Commercial Union Ins Co.  v. Walbrook Ins. Co., 7  F.3d 1047,            _______________________      ________________            1052-53 (1st Cir. 1993) (applying Massachusetts law).                  With the  exception of the last sentence, the March 1991            contract is a standard preprinted release form filled in with            the information relevant  to the accident of April  11, 1990.            The  form is entitled as a  "Release from All Demand" and its            language grants a complete release from all liability for the            accident  to  "Arbella  Mutual   and  Dwight  J.  Spaulding."                                                  _____________________            (emphasis added).   The  only possible qualification  to this            unqualified  release is  the  last sentence  of the  contract            which  purports to "reserve  all rights as  against Pizza Hut            and  Dwight J. Spaulding as its agent."  Unless this sentence            can  be  read  as   a  retraction  of  the   release  granted            immediately above,  it must  mean that appellant  intended to            preserve his right of action against Pizza Hut and to reserve            a  right against Spaulding only as a means for reaching Pizza            Hut.   However,  if Pizza  Hut were  to be  found vicariously            liable  for any  damages  to Yeadon  due  to the  actions  of            "Spaulding as its  agent," Pizza  Hut would have  a right  to                                         -4-            seek indemnity from  Spaulding.  See  Elias v. Unisys  Corp.,                                             ___  _____    ____________            410 Mass. 479, 483, 573  N.E.2d 946, 949 (1991).   The effect            of  the reference  to Spaulding  in the  final sentence  then            would be to  subject him  to liability for  the damages  from            which  the  contract purports  to  release  him.   Spaulding,            therefore,  would have  paid,  through  his insurer,  $15,000            compensation without having acquired complete protection from            further liability.  Rather than reading the  last sentence as            a negation of the  complete release plainly granted Spaulding            in the remainder of  the document, we find that,  read in the            light of  the contract  as a whole,  see Cullen  Enterprises,                                                 ___ ____________________            Inc. v. Massachusetts Property  Ins. Underwriting Ass'n,  399            ___     _______________________________________________            Mass. 886, 900, 507 N.E.2d 717, 725 (1987) ("contract must be            interpreted  as  a  whole  to  give  effect  to  its  general            purpose"), the  last sentence preserves a  right only against            Pizza Hut and  has no effect on the release of Spaulding from            further liability.                  Interpreting the contract  as an unqualified  release of            Spaulding  from all  liability stemming  from the  April 1990            accident,  we  further  find   that  Massachusetts  law  bars            recovery against Pizza Hut.   In facts analogous to  those of            this case, the Supreme Judicial Court held that "the  release            of  an agent precludes a  claim against his  principal who is            liable solely on the theory of respondeat superior."   Elias,                                                                   _____            410 Mass.  at 484,  573 N.E.2d  at 949.   Yeadon  attempts to                                         -5-            distinguish  Elias  first on  the  ground that  in  Elias the                         _____                                  _____            plaintiff  had granted  the agent  a general  release whereas            Yeadon explicitly reserved his right against Pizza Hut.  This            argument is unavailing since, according to Elias, the release                                                       _____            of  Spaulding barred, as a  matter of law,  any claim against            Pizza Hut.  Therefore,  the attempt by Yeadon to  reserve his            rights against Pizza Hut was legally meaningless.                   Yeadon also asserts that the "essence" of  Elias is that                                                            _____            an injured party be "fully compensate[d for] an injury caused            by  the act of a single tortfeasor."   Id. at 483, 573 N.E.2d                                                   __            at  948 (citation omitted).   Inasmuch as  Yeadon now alleges            that he  did not receive  full compensation for  his injuries            from  Spaulding,  he claims  that  Elias allows  him  to seek                                               _____            further compensation directly from Pizza Hut.                     According to the rules of vicarious liability, "[i]f the            ultimately responsible  agent  is unavailable  or  lacks  the            ability to pay, the innocent victim has  recourse against the            principal."   Id.  However,  in the instant  case, Spaulding,                          __            through his insurer,  had the  ability to  pay $15,000  which            Yeadon  accepted as  the price  of a  release.   According to            Elias, in  a situation where  "the agent .  . . has  means to            _____            pay, invocation  of the doctrine [of  vicarious liability] is            unnecessary because the  injured party has a  fund from which            to recover."   Id.  We find nothing in  Elias, nor has Yeadon                           __                       _____            called  our  attention to  anything,  which  would limit  the                                         -6-            effect  of  an  agent's   release  to  situations  where  the            plaintiff  concedes  after the  fact  to  having been  "fully            compensated."     Having  granted  Spaulding   a  release  in            consideration of $15,000 compensation, Yeadon has no recourse            under   Massachusetts  law   against   Pizza   Hut   in   the            circumstances at bar.1                 Affirmed.  See 1st Cir. Loc. R. 27.1.                 ________   ___                                            ____________________            1.  Of course,  this does  not mean  that the  reservation of            rights was a nullity  or otherwise illusory.  It  sufficed to            preserve claims  against Pizza Hut for direct  (as opposed to                                                   ______            vicarious)  liability,  e.g.,  if  Pizza  Hut  had  furnished                                    ____            Spaulding   with  a   defective  vehicle,   and   the  defect            contributed  to  the occurrence  of  the accident.    By like            token, the  reservation sufficed  to preserve  claims against            Pizza Hut  arising out of different  accidents or occurrences            (not involving Spaulding).                                         -7-
