2301 Congress Realty, LLC v. Wise Business Forms, Inc.
106 A.3d 1131
| Me. | 2014Background
- Wise leased commercial premises from 2301 Congress under a written lease (May 2002–May 2012). Dispute arose when landlord sued Wise for lease breaches and conversion of three humidifiers; Wise counterclaimed for landlord’s failure to perform repairs.
- On November 1, 2012, parties mediated and signed a written summary settlement stating final documents would include a general mutual release of all claims (known or unknown), return of three humidifiers “as is,” payment of $48,000, and dismissal with prejudice.
- The mediator filed an ADR report stating the action was “Fully Resolved.” The court entered an order reflecting that the case was resolved; proceedings were stayed pending resolution of Wise’s later breach claim about the settlement.
- A dispute arose over whether the mutual release excluded indemnification claims for hazardous materials; 2301 Congress initially sought to reserve such claims, while Wise insisted the summary release barred them.
- 2301 Congress later executed and sent Wise a complete settlement agreement that removed any reservation and matched the summary terms; Wise refused to sign, alleging the landlord still intended to reserve indemnification rights.
- The Superior Court denied Wise’s motion for summary judgment on enforcement as moot, granted summary judgment to 2301 Congress ordering $48,000 and return of the humidifiers, and left interpretation questions unresolved as nonjusticiable; Wise appealed.
Issues
| Issue | Plaintiff's Argument (Wise) | Defendant's Argument (2301) | Held |
|---|---|---|---|
| Whether the mediation summary created a binding settlement enforceable as a contract/judgment | The summary settlement was binding and landlord breached by refusing to sign conforming final papers; Wise sought specific enforcement | Landlord contended there was no meeting of the minds as to the release scope and later executed final release so enforcement claim is moot | Court held the mediation summary constituted a binding agreement; landlord’s subsequent execution of a conforming general release mooted Wise’s enforcement claim |
| Whether parol evidence can defeat an "absolute and unequivocal" general release | Wise argued extrinsic communications showed landlord intended to reserve indemnity claims | Landlord relied on the clear text of the signed general release and that no reservation remained | Court held the clear, absolute release controls and parol evidence cannot create an exclusion where none appears |
Key Cases Cited
- In re Estate of Snow, 99 A.3d 278 (Me. 2014) (settlement agreements analyzed as contracts; binding when parties intend to be bound by definite terms)
- Muther v. Broad Cove Shore Ass’n, 968 A.2d 539 (Me. 2009) (party-reported settlement incorporated as court judgment when terms are memorialized and consented to)
- Norton v. Benjamin, 220 A.2d 248 (Me. 1966) (an absolute, unequivocal release must be enforced according to its plain language and not explained away by parol evidence)