                               PRECEDENTIAL
       UNITED STATES COURT OF APPEALS
            FOR THE THIRD CIRCUIT
                 _____________

                     No. 16-3217
                    _____________

                    CRAIG ZUBER,
                             Appellant
                         v.

                      BOSCOV’S
                     ____________

     On Appeal from the United States District Court
         for the Eastern District of Pennsylvania
           (District Court No.: 5:15-cv-03874)
      District Judge: Honorable Jeffrey L. Schmehl
                      ____________

                Argued March 16, 2017
                    ____________

      Before: GREENAWAY, JR., SHWARTZ, and
             GREENBERG, Circuit Judges.

          (Opinion Filed: September 11, 2017)


Manali Arora, Esq. [ARGUED]
Joshua S. Boyette, Esq.
Swartz Swidler, LLC
1101 Kings Highway North, Suite 402
Cherry Hill, NJ 08034

      Counsel for Appellant

Alexander W. Ross, Jr., Esq. [ARGUED]
Rakoski & Ross, P.C.
76 East Main Street
Marlton, NJ 08053

      Counsel for Appellee

Lawrence R. Chaban, Esq. [ARGUED]
Pennsylvania Association for Justice
310 Grant Street
2727 Grant Building
Pittsburgh, PA 15219

      Counsel for Amicus Curiae
                     ____________

                OPINION OF THE COURT
                     ____________


GREENAWAY, JR., Circuit Judge.

      In this appeal, we must determine whether a former
employee waived his right to assert claims under the Family
and Medical Leave Act of 1993, 29 U.S.C. § 2617 (“FMLA”),
and Pennsylvania common law when he signed a Compromise
and Release Agreement (“C&R”) to settle his workers’
compensation claims. The District Court held that the former




                              2
     employee had waived his claim, and granted Boscov’s Motion
     to Dismiss. We disagree and will reverse and remand the case.

I.         BACKGROUND

        This controversy arises from the following facts
 alleged: Craig Zuber (“Zuber”) worked as an employee of
 Boscov’s Inc. (“Boscov’s”) at Fairgrounds Farmers’ Market in
 Reading, Pennsylvania. On or about August 12, 2014, Zuber
 suffered an injury at work. He immediately filed a workers’
 compensation claim, and received work leave. Zuber returned
 to work on August 14, and on August 17, he requested an
 additional week of medical leave. The Human Resource
 Manager granted the request, and Zuber returned to work on
 August 26. On September 10, Boscov’s fired Zuber, and, on
 April 8, 2015, Boscov’s and Zuber signed a C&R before the
 Pennsylvania Department of Labor and Industry Workers’
 Compensation Office.

        On July 9, 2015, Zuber sued Boscov’s under the FMLA
 and Pennsylvania common law. He alleged that: (1) Boscov’s
 interfered with his FMLA rights by failing to notify him of
 those rights and by not designating his leave as FMLA
 protected; (2) Boscov’s retaliated against him for exercising
 his FMLA rights; and (3) Boscov’s retaliated against him for
 filing a workers’ compensation claim in violation of
 Pennsylvania common law. Boscov’s moved to dismiss
 Zuber’s complaint, arguing that he waived his FMLA and
 common law rights because the C&R is a general release of
 any claim. The District Court dismissed Zuber’s complaint
 because of paragraph nineteen of the C&R. Its reading of that
 paragraph relied upon its interpretation of Hoggard v. Catch,
 Inc., Civ. No. 12-4783, 2013 WL 3430885 (E.D. Pa. July 9,




                                  3
2013), an unpublished district court decision.        Paragraph
nineteen provides as follows:

      Employer and Employee intend for the herein
      Compromise and Release Agreement to be a full
      and final resolution of all aspects of the
      8/12/2014 alleged work injury claim and its
      sequela whether known or unknown at this time.
      In exchange for Employer paying Employee the
      one-time lump sum payment as noted in
      paragraph number 10 of the herein Compromise
      and Release Agreement, Employee is forever
      relinquishing any and all rights to seek any and
      all past, present and/or future benefits, including,
      but not limited to, wage loss benefits, specific
      loss benefits, disfiguement [sic] benefits,
      medical benefits or any other monies of any kind
      including, but not limited to, interest, costs,
      attorney’s fees and/or penalties for or in
      connection with the alleged 8/12/2015 [sic] work
      injury claim as well as any other work injury
      claim(s) Employee may have with or against
      Employer up through and including 4/7/2015.
      Employee understands that if this Compromise
      and Release Agreement is approved by the
      Workers’ Compensation Judge, the 8/12/2014
      claim is closed forever and can never be
      reopened in the future even if the alleged work
      injuries would worsen. Employee and Employer
      waive all rights under the Pennsylvania
      Workers’ Compensation Act to appeal the Final
      Decision and/or Order of the WCJ approving this
      Agreement.




                               4
       App. 31. The District Court rejected Zuber’s Motion for
       Reconsideration, and Zuber filed a timely Notice of Appeal.

 II.          JURISDICTION

              The District Court had subject matter jurisdiction over
       Zuber’s federal FMLA claims pursuant to 28 U.S.C. § 1331. It
       had supplemental jurisdiction over his state law claim pursuant
       to 28 U.S.C. § 1367. We have appellate jurisdiction pursuant
       to 28 U.S.C. § 1291.

III.          STANDARD OF REVIEW

               We employ a plenary standard when reviewing a district
       court’s dismissal under Fed. R. Civ. P. 12(b)(6). Fowler v.
       UPMC Shadyside, 578 F.3d 203, 206 (3d Cir. 2009). We take
       all of Zuber’s factual allegations and their reasonable
       inferences as true. Sheridan v. NGK Metals Corp., 609 F.3d
       239, 262 n.27 (3d Cir. 2010). “To survive a motion to dismiss,
       a complaint must contain sufficient factual matter, accepted as
       true, to state a claim to relief that is plausible on its face.”
       Santiago v. Warminster Twp., 629 F.3d 121, 128 (3d Cir. 2010)
       (internal quotation marks omitted). “A claim has facial
       plausibility when the plaintiff pleads factual content that
       allows the court to draw the reasonable inference that the
       defendant is liable for the misconduct alleged.” Ashcroft v.
       Iqbal, 556 U.S. 662, 678 (2009).

IV.           ANALYSIS

              In order to determine whether Zuber waived his FMLA
       and common law claims, we must first address what law
       controls before discussing the C&R and its scope more




                                      5
specifically. After doing so, we find that Zuber did not waive
his FMLA and common law claims.

A.     Pennsylvania Law

        The District Court dismissed Zuber’s claims due to its
interpretation of the C&R’s scope. This is a matter of contract
law, not constitutional or statutory interpretation. See Mazzella
v. Koken, 739 A.2d 531, 536 (Pa. 1999) (“The enforceability
of settlement agreements is governed by principles of contract
law.”). “[T]he interpretation of a contract is ordinarily a matter
of state law . . . .” DIRECTV, Inc. v. Imburgia, 136 S. Ct. 463,
468 (2015). As the parties agree, Pennsylvania contract
law applies.
       “A long line of Pennsylvania cases has held that a
release covers only those matters which may be fairly said to
have been within the contemplation of the parties when the
release was given.” Restifo v. McDonald, 230 A.2d 199, 201
(Pa. 1967). “When the terms of a contract are clear and
unambiguous, the intent of the parties is to be ascertained from
the document itself.” Kripp v. Kripp, 849 A.2d 1159, 1163 (Pa.
2004). “When, however, an ambiguity exists, parol evidence is
admissible to explain or clarify or resolve the ambiguity,
irrespective of whether the ambiguity is patent, created by the
language of the instrument, or latent, created by extrinsic or
collateral circumstances.” Id.

       Accordingly, we review the C&R, and, if ambiguous,
proceed to examine its background. In light of the C&R’s
ordinary meaning and structure, we find that Zuber’s FMLA
and common law claims cannot “be fairly said to have been
within the contemplation of the parties when the release was




                                6
given.” Restifo, 230 A.2d at 201. Because the document is
unambiguous, we need not review any parol evidence.

B.     The Ordinary Meaning of the C&R

        The ordinary meaning of the C&R’s language suggests
that the parties did not intend the C&R to cover the FMLA or
common law claims.            This conclusion rests on our
interpretation of two sentences in the C&R’s nineteenth
paragraph. We address each in turn.

       First, we discuss the first sentence of the nineteenth
paragraph. That sentence provides as follows: “Employer and
Employee intend for the herein Compromise and Release
Agreement to be a full and final resolution of all aspects of the
8/12/2014 alleged work injury claim and its sequela whether
known or unknown at this time.” App. 31, ¶ 19.

       “[I]ts” refers to “work injury claim.” Sequela, a
singular noun, means a “suit.” Black’s Law Dictionary (10th
ed. 2014). 1 As a result, the sentence only prohibits Zuber from

1
   Sequela also has a medical definition, meaning “the
aftereffect of disease or injury.”         Merriam-Webster’s
Collegiate Dictionary 1065 (10th ed. 2002); see also
Stedman’s Medical Dictionary 1752 (28th ed. 2006) (defining
sequela as “[a] condition following as a consequence of a
disease”). Using this definition of sequela, the C&R prevents
Zuber from collecting any additional compensation associated
with future medical complications from his injury but it would
not preclude recovery from the FMLA and common law claims
at issue in this case.




                               7
bringing an additional “work injury claim” suit. Here, Zuber
seeks to bring a suit against Boscov’s for failing to notify him
of his FMLA rights, for not designating his leave as FMLA
protected, and for firing him for exercising his FMLA rights
and workers’ compensation claim. Zuber is not bringing an
additional “work injury claim,” such as a workers’
compensation claim or a tort. Therefore, the C&R does not
prohibit his claims.

       Boscov’s implies that sequela is a noun that means suit
or claim. Appellee’s Br. 18. It disagrees, however, with our
conclusion that sequela is a singular noun, and argues that
sequela means “all claims arising out of the injury.” 2
Appellee’s Br. 18. This interpretation of sequela finds no
support in law. We find it unconvincing and reject it.

       Second, we address the plain meaning of the second
sentence of paragraph nineteen. That sentence provides as
follows:

       In exchange for Employer paying Employee the
       one-time lump sum payment as noted in
       paragraph number 10 of the herein Compromise
       and Release Agreement, Employee is forever
       relinquishing any and all rights to seek any and
       all past, present and/or future benefits,
       including, but not limited to, wage loss

2
  At oral argument, Boscov’s counsel went so far as to argue
that the C&R’s language is broad enough to preclude all claims
that touch upon the injury, even those that do not relate to
workers’ compensation, and were unknown at the time the
parties signed the C&R.




                               8
      benefits, specific loss benefits, disfiguement
      [sic] benefits, medical benefits or any other
      monies of any kind including, but not limited
      to, interest, costs, attorney’s fees and/or
      penalties for or in connection with the alleged
      8/12/2015 [sic] work injury claim as well as any
      other work injury claim(s) Employee may have
      with or against Employer up through and
      including 4/7/2015.

App. 31, ¶ 19 (emphasis added).

       The clauses bolded in the block quotation above define
“benefits” and “monies of any kind.” The phrase “in
connection with the alleged 8/12/2015 [sic] work injury claim
as well as any other work injury claim(s)” limits those
“benefits” and “monies” to “work injury claims.” As a result,
we read the C&R as only preventing Zuber from seeking
benefits and monies from a work injury claim. Here, Zuber
seeks benefits and monies from FMLA and common law
claims. As a result, the C&R does not cover his claims. 3

C.    The Structure of the C&R

        The entire structure of the C&R also suggests that the
parties did not intend the C&R to cover FMLA or common law

3
  An alternative reading would have to assume that “for or in
connection with the alleged 8/12/2015 [sic] work injury claim”
only modified “penalties” because it appears immediately
before the final clause. The C&R does not treat benefits,
monies, and penalties differently in any other place. As a
result, we do not adopt this alternative reading.




                              9
claims. Paragraph sixteen, which details the C&R’s purpose,
and the employee certification support this conclusion.

Paragraph sixteen defines the C&R’s purpose as follows:

              The issues involved in this claim is [sic]
       the nature and extent of the alleged work
       injuries, disability and need for medical
       treatment as well as the overall compensability
       of the claim. The parties are entering into the
       herein Compromise and Release Agreement to
       amicably resolve these issues and to avoid the
       costs and risks associated with any litigated
       matter.

App. 31, ¶ 16 (emphasis added). In light of this language, we
read the C&R’s purpose as resolving the “work injuries,
disability and need for medical treatment.” Id. As a result, we
find that neither party intended to release claims that emanate
from a lack of notice, a failure to properly designate leave, and
acts of retaliation, such as Zuber’s FMLA and common law
claims.

       The     employee      certification   reinforces    this
interpretation. In that section of the C&R, Zuber confirmed
that “[u]nless specifically stated in [the C&R], [he]
understand[s] that [the C&R] is a compromise and release of a
workers’ compensation claim . . . .” App. 32, ¶ 5. The
employee certification thus bolsters the holding that the C&R
only covers workers’ compensation claims. As a result, Zuber
would not have read paragraph nineteen’s language to cover
non-workers’ compensation claims.




                               10
        Because of the C&R’s ordinary meaning and structure,
 we hold that the C&R is unambiguously a specific and limited
 release rather than a general release. When Zuber signed the
 C&R, he merely released his right to bring a future workers’
 compensation claim against Boscov’s. Consequently, it does
 not prohibit Zuber from bringing FMLA or Pennsylvania
 common law claims against Boscov’s.

V.          CONCLUSION

             For the foregoing reasons, we will reverse the District
     Court’s orders granting Boscov’s Motion to Dismiss and
     denying Zuber’s Motion for Reconsideration. We will remand
     for further proceedings consistent with this opinion.




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