                                                            Supreme Court

                                                            No. 2011-361-Appeal.
                                                            (PP 07-5866)

      Lucilio P. Furtado et al.           :

                 v.                       :

Maria Goncalves, as Executrix of the      :
 Estate of Alfredo D. Goncalves.




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                                                                    Supreme Court

                                                                    No. 2011-361-Appeal.
                                                                    (PP 07-5866)

            Lucilio P. Furtado et al.            :

                       v.                        :

     Maria Goncalves, as Executrix of the        :
      Estate of Alfredo D. Goncalves.

              Present: Suttell, C.J., Goldberg, Flaherty, Robinson, and Indeglia, JJ.

                                          OPINION

       Chief Justice Suttell, for the Court.         This case involves a mediated settlement

agreement between two of the heirs of Alfredo D. Goncalves (Alfredo) 1 and the executrix of his

estate, Maria Goncalves (Maria or defendant). The plaintiffs, Lucilio P. Furtado (Lucilio) and

Patricia Goncalves (Patricia) 2 (collectively, plaintiffs), appeal from a Superior Court judgment

ordering them to execute general releases and pay attorney’s fees incurred by the executrix in

seeking to enforce the settlement agreement. The plaintiffs argue that the Superior Court erred in

ordering them to execute general releases with terms that were materially different from those

contemplated during settlement negotiations, and in assessing attorney’s fees under G.L. 1956

§ 9-1-45. This case came before the Supreme Court pursuant to an order directing the parties to

appear and show cause why the issues raised in this appeal should not summarily be decided.

After considering the parties’ written and oral submissions and reviewing the record, we

conclude that cause has not been shown and that this case may be decided without further

1
  Because many of the individuals involved in this case share a common surname, this opinion
will refer to the various parties by their first names to maintain clarity. We intend no disrespect
in doing so.
2
  Several documents, including several court filings, list this plaintiff’s name as “Patricia
Goncalves.” However, she signed the mediated settlement agreement as “Claudia Patricia
Goncalves.” We will refer to this plaintiff as “Patricia” throughout this opinion.
                                               -1-
briefing or argument. For the reasons set forth in this opinion, we vacate the judgment of the

Superior Court.

                                                 I

                                        Facts and Travel

       In 2006, Alfredo executed a will that made no provision for two of his children, Lucilio

and Patricia. After Alfredo’s death, Lucilio and Patricia contested probate of that will, alleging

lack of testamentary capacity, undue influence, and noncompliance with required formalities.

The Providence Probate Court admitted the will into probate and appointed Maria (another of

Alfredo’s children) as executrix. Lucilio and Patricia appealed the Probate Court’s order to the

Superior Court.

       After the parties had conducted discovery, they participated in a mediation session

facilitated by the Roger Williams University School of Law Mediation Clinic. After several

hours of negotiations, the parties reached an agreement in principle, which was reduced to

writing by the mediator. Drafts of the agreement were circulated to the parties, and a final

settlement agreement was eventually signed by the parties.         Pursuant to that agreement,

defendant was to convey certain real estate located in the City of Providence to each of the two

plaintiffs. The agreement also specified that

               “4. Maria Goncalves’ obligation to convey the properties to Lucilio
               P. Furtado and Patricia Goncalves as set forth above is conditioned
               upon the following:

                      “a. The delivery by Lucilio P. Furtado and Patricia
                      Goncalves of General Releases, in form acceptable to
                      counsel for the Estate of Alfredo D. Goncalves, that
                      releases any and all claims that Lucilio P. Furtado and
                      Patricia Goncalves have or may have against any of the
                      following individuals or entities:



                                                -2-
                               “The Estate of Alfredo D. Goncalves, the Alfredo
                               Goncalves Trust or Trusts, Maria Goncalves in both
                               her individual and fiduciary capacities, Lucilla
                               ‘Lucy’ Goncalves, Olivio Goncalves or Euclides
                               Goncalves.” 3

The agreement also provided that plaintiffs would withdraw their objections in the probate

proceeding and dismiss, with prejudice, their Superior Court action.

       The defendant prepared and delivered general releases to plaintiffs for their signatures.

The general releases required plaintiffs to release all claims related to Alfredo’s estate and assets,

“whether such Claims arise, are brought or have a situs in the United States of America, the

Republic of Cape Verde or anywhere else,” and to refrain from filing any future claims. The

plaintiffs requested that the release language pertaining to claims in Cape Verde be removed

from the general releases, asserting that they did not understand the settlement discussions to

cover claims involving property that was neither included in the probate estate nor located in

Rhode Island. 4 The defendant refused to delete the references to Cape Verde claims from the

general releases, pointing to conversations that allegedly took place during the mediation session

about the Cape Verde property to support her contention that the settlement negotiations (and

resulting agreement) were understood by all of the parties to include the Cape Verde property.

Having reached an impasse on the release language, defendant filed a motion to enforce the

settlement agreement in the Superior Court.




3
  In various documents in the record, Lucilla’s name is alternatively spelled “Lucillia” and
“Lucilia.”
4
  The record indicates that the property in Cape Verde is real estate, but provides few other
undisputed details about its location, value, characteristics, etc.
                                                -3-
       On April 12, 2011, the trial justice heard arguments from both sides and reviewed several

documents, including Alfredo’s will and a related trust instrument. 5 During the hearing, the

parties’ attorneys made conflicting representations about the extent to which the Cape Verde

property had been discussed during the mediation session. Although the trial justice initially

suggested that an evidentiary hearing might be necessary, ultimately, one was not held. Based

on her review of pertinent documents and representations by counsel, the trial justice concluded

that the settlement agreement clearly and unambiguously covered real estate located in Cape

Verde and directed the plaintiffs to execute the proposed general releases.

       Following entry of an order to that effect, defendant moved to recover attorney’s fees in

the amount of $2,805 for time spent seeking to enforce the settlement agreement. The plaintiffs

objected. After hearing arguments on this issue on June 22, 2011, the trial justice found that the

requested attorney’s fees were fair and reasonable, and concluded that defendant was entitled to

reimbursement under § 9-1-45. 6 The trial justice also denied plaintiffs’ request for a stay

pending appeal.

       The plaintiffs appealed both the Superior Court’s order enforcing the mediated settlement

agreement and the order awarding attorney’s fees. 7




5
  In his will, Alfredo devised all of his real property to a trust that had been established in 1989.
Although the transcript from the April 12 hearing indicates that the trial justice had the
opportunity to review the trust instrument, she subsequently returned that document to the
parties, and the trust instrument does not appear in either the Superior Court or Supreme Court
case files.
6
  General Laws 1956 § 9-1-45 permits a court to award a “reasonable attorney’s fee to the
prevailing party in any civil action arising from a breach of contract” if the court “[f]inds that
there was a complete absence of a justiciable issue of either law or fact raised by the losing
party.”
7
  The plaintiffs appealed each of the Superior Court’s orders separately, before final judgment
had entered on either. However, in May 2012, this Court remanded the case, and final judgment
has since been entered by the Superior Court. “When a notice of appeal is filed before entry of
                                                -4-
                                                II

                                      Standard of Review

       We have previously treated settlement agreements as we do any other type of contract,

applying our general rules of contract construction. See, e.g., Rivera v. Gagnon, 847 A.2d 280,

282, 284 (R.I. 2004) (applying contract construction rules when interpreting settlement

agreements). “[T]he existence of ambiguity vel non in a contract is an issue of law to be

determined by the [C]ourt.” Derderian v. Essex Insurance Co., 44 A.3d 122, 127 (R.I. 2012)

(quoting Papudesu v. Medical Malpractice Joint Underwriting Association of Rhode Island, 18

A.3d 495, 497 (R.I. 2011)). “When a contract is unambiguous, we review its terms in a de novo

manner.” Id. (quoting Papudesu, 18 A.3d at 498). In assessing whether contract language is

ambiguous, “‘we give words their plain, ordinary, and usual meaning.’ * * * The subjective

intent of the parties may not properly be considered by the Court; rather, we ‘consider the intent

expressed by the language of the contract.’” Id. at 128 (quoting Bliss Mine Road Condominium

Association v. Nationwide Property and Casualty Insurance Co., 11 A.3d 1078, 1083-84 (R.I.

2010)). Thus, when a contract is clear and unambiguous by its terms, “what is claimed to have

been the subjective intent of the parties is of no moment.” Young v. Warwick Rollermagic

Skating Center, Inc., 973 A.2d 553, 560 (R.I. 2009). Finally, “[i]n situations in which the

language of a contractual agreement is plain and unambiguous, its meaning should be determined

without reference to extrinsic facts or aids.” Garden City Treatment Center, Inc. v. Coordinated

Health Partners, Inc., 852 A.2d 535, 542 (R.I. 2004) (quoting Clark-Fitzpatrick, Inc./Franki

Foundation Co. v. Gill, 652 A.2d 440, 443 (R.I. 1994)).




judgment, this Court treats the appeal as if it had been filed after the entry of judgment.”
Dovenmuehle Mortgage, Inc. v. Antonelli, 790 A.2d 1113, 1114 n.1 (R.I. 2002).
                                              -5-
                                                  III

                                               Discussion

       The plaintiffs take issue with both of the trial justice’s rulings: first, they argue that she

erred in ordering them to execute the general releases; and, second, they contend that she

improperly applied § 9-1-45 in awarding attorney’s fees to defendant. We will address each of

these arguments in turn.

                                                   A

                            Order Enforcing Settlement Agreement

       First, plaintiffs argue that the trial justice erred when she ordered them to execute the

general releases proposed by defendant because “the terms of the General Release[s]

substantially changed the content, meaning and effect of the Mediated Settlement Agreement,

including language that so dramatically altered the terms of the agreement that it did not in any

way represent the intention of the Appellants or of the parties.” In particular, plaintiffs assert

that “[t]here is nothing in the will or trust which lists real properties in Cape Verde or in any

jurisdiction outside the State of Rhode Island,” and claim that “with the exception of a few

allusions in the general discussion during the mediation, that Cape Verde [property] was not a

part of the settlement discussions, nor was a disposition of any real estate in Cape Verde

anticipated as part of the settlement agreement between the parties hereto.” The defendant

responds that the mediated settlement agreement’s reference to the “General Release” of “any

and all claims” clearly and unambiguously covers any claims to property in Cape Verde (and

everywhere else in the world), and urges that whatever plaintiffs’ subjective intent may have

been at the time of execution is irrelevant.




                                                  -6-
       We treat settlement agreements as we would any other contract, binding the parties to the

terms of their bargain and permitting signatories of settlement agreements to seek court

assistance in enforcing those agreements when another party has reneged. See, e.g., Homar, Inc.

v. North Farm Associates, 445 A.2d 288, 290 (R.I. 1982) (noting that “[s]ettlement of a disputed

liability is as conclusive of the parties’ rights as is a judgment that terminates litigation between

them,” and permitting a party to initiate a second action to enforce a settlement agreement

reached in an earlier proceeding); see also Fidelity and Guaranty Insurance Co. v. Star

Equipment Corp., 541 F.3d 1, 5 (1st Cir. 2008) (“Where * * * the settlement collapses before the

original suit is dismissed, the party seeking to enforce the agreement may file a motion with the

trial court.”). Accordingly, we will apply general contract law principles in construing this

mediated settlement agreement. We review a trial justice’s legal determinations—including

whether a contract is ambiguous—de novo. See Derderian, 44 A.3d at 127.

       Here, the parties met for the purpose of mediating disputes “arising between or among

them regarding the administration of the Estate and Trust of Alfredo D. Goncalves.” The

operative language in the settlement agreement provides that defendant’s delivery of deeds to

plaintiffs was conditioned on plaintiffs’ execution of “General Releases, in form acceptable to

counsel for the Estate of Alfredo D. Goncalves, that releases any and all claims that Lucilio P.

Furtado and Patricia Goncalves have or may have against * * *: The Estate of Alfredo D.

Goncalves, the Alfredo Goncalves Trust or Trusts, Maria Goncalves,” and Alfredo’s other

children. (Emphasis added.) We perceive this language in the settlement agreement to clearly

and unambiguously require precisely what it states, and no more: the “release[] [of] any and all

claims” against defendant, Alfredo’s Estate and Trust, and the other children. In contrast to the

initial settlement agreement, the proposed general releases provide that plaintiffs will release all


                                                -7-
claims “whether such Claims arise, are brought or have a situs in the United States of America,

the Republic of Cape Verde or anywhere else.” This reference in the general releases to claims

in specific geographic regions goes beyond the plain and unambiguous meaning of the settlement

agreement’s call for the release of “any and all claims.” Therefore, we hold that the general

release’s language exceeds the clear and unambiguous terms of the settlement agreement because

it utilizes language that specifically encompasses claims arising in Cape Verde rather than

employing the more general language (“any and all”) that was contemplated by the settlement

agreement. 8

                                                 B

                               Order Awarding Attorney’s Fees

       We turn next to the Superior Court’s award of attorney’s fees pursuant to § 9-1-45, which

permits a court to “award a reasonable attorney’s fee to the prevailing party in any civil action

arising from a breach of contract” if the court “[f]inds that there was a complete absence of a

justiciable issue of either law or fact raised by the losing party” or “[r]enders a default judgment

against the losing party.” We have already held that the defendant was not entitled to a judgment

requiring the plaintiffs to execute the proposed general releases because the language of the

general releases did not mirror the clear and unambiguous terms of the settlement agreement. See

Section III, A, supra. Thus, § 9-1-45’s threshold requirement—that the party to receive the

attorney’s fee award be the “prevailing party”—has not been met, and we vacate the Superior

Court’s award of attorney’s fees to the defendant.




8
  We recognize that the distinction between the release of all claims that arise or “have a situs in
the United States, the Republic of Cape Verde or anywhere else” may be one of form more than
substance; nonetheless, the current controversy must be resolved in favor of the parties’ mediated
settlement agreement.
                                               -8-
                                               IV

                                          Conclusion

       For the reasons set forth in this opinion we vacate the judgment of the Superior Court and

remand for further proceedings consistent with this opinion. Specifically, we direct the Superior

Court to order the defendant to fulfill her obligation to convey the specified properties to the

plaintiffs upon the delivery by the plaintiffs of the general releases prepared by the defendant,

which shall be amended to release “any and all claims,” but shall not contain any geographical

reference.




                                              -9-
                            RHODE ISLAND SUPREME COURT CLERK’S OFFICE

                                 Clerk’s Office Order/Opinion Cover Sheet




TITLE OF CASE:        Lucilio P. Furtado et al. v. Maria Goncalves, as Executrix of the
                      Estate of Alfredo D. Goncalves.

CASE NO:              No. 2011-361-Appeal.
                      (PP 07-5866)

COURT:                Supreme Court

DATE OPINION FILED: April 15, 2013

JUSTICES:             Suttell, C.J., Goldberg, Flaherty, Robinson, and Indeglia, JJ.

WRITTEN BY:           Chief Justice Paul A. Suttell

SOURCE OF APPEAL:     Providence County Superior Court

JUDGE FROM LOWER COURT:

                      Associate Justice Sarah Taft-Carter

ATTORNEYS ON APPEAL:

                      For Plaintiffs: Jonathan L. Stanzler, Esq.

                      For Defendant: John P. Gyorgy, Esq.
