A.J. Properties, LLC v. Stanley Black & Decker, Inc., 989 F. Supp. 2d 156

This dispute centers on proceeds from an $800,000 performance bond for remediation of the 149 Washington Street site in Worcester, MA, and the assignment of those rights through Wyman-Gordon to A.J. Properties.
Stanley-Bostitch (Stanley) secured remediation obligations via a 1997 Purchase and Sale Agreement and related Environmental Compliance and Indemnity Agreement, including a mortgage on the 149 property.
Vargo Corp initially remedied the site but later defaulted; Wyman-Gordon later became involved, with a plan to remediate the Wyman-Gordon property and assign rights to A.J. Properties.
A 2003 release—signed by A.J. Properties and recorded—purportedly discharged Stanley from a broad range of preexisting and future claims arising from the 149 property, but did not expressly release Wyman-Gordon or the underlying contractual rights involved.
In 2010, Stanley settled its bond claim with United Capital for $659,000, which was paid, and A.J. Properties later asserted rights as assignee to pursue recovery of those funds.
The court previously held that the bond rights were assigned to Wyman-Gordon and then to A.J. Properties; Stanley moved to lift the stay and contend the release moots claims, which the court denied.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the 2003 release bars future claims by AJ as assignee	AJ as assignee may pursue claims despite release.	Release broad language precludes future claims, including those asserted by AJ as assignee.	Release cannot bar AJ's future intentional tort claims arising post-release.
Whether the release extinguishes AJ's claims as Wyman-Gordon's assignee	As assignee, AJ stands in Wyman-Gordon's shoes and retains enforceable rights.	Release of liability should extinguish related claims by assignees.	AJ may pursue claims as assignee; release does not moot those rights.
Whether the release undermines the court's prior finding that bond proceeds were assigned through to AJ	Assignment history remains intact; release does not negate the assignment chain.	Release contradicts the scope of the assignment if it only covers Burger King rents.	Release does not require reconsideration of the prior assignment chain; it does not bar the asserted rights.
Whether public policy or other considerations affect enforceability of the release regarding tort liability	Public policy permits enforcement of the rights as assignee notwithstanding the release.	Public policy invalidates releasing liability for future intentional torts.	Release cannot bar intentional tort claims that accrued after execution of the release.

Leblanc v. Friedman, 438 Mass. 592 (Mass. 2003) (releases binding when terms clear and entered into freely)
Sharon v. City of Newton, 437 Mass. 99 (Mass. 2002) (contract interpretation of releases; surrounding facts considered)
Radovsky v. Wexler, 273 Mass. 254 (Mass. 1930) (releases may cover future or contingent claims; existing obligations can be released)
Atlas Tack Corp. v. Crosby, 41 Mass.App.Ct. 429 (Mass. App. Ct. 1996) (read multiple related documents together; contract interpretation)
Naukeag Inn, Inc. v. Rideout, 351 Mass. 353 (Mass. 1966) (parties need not foresee every wrong released; terms govern)
Quaranto v. Silverman, 345 Mass. 423 (Mass. 1963) (releases and consideration principles; contexts for release enforceability)
Gillespie v. Papale, 541 F. Supp. 1042 (D. Mass. 1982) (public policy limits on releases for gross negligence or intentional acts)
Zavras v. Capeway Rovers Motorcycle Club, Inc., 44 Mass.App.Ct. 17 (Mass. App. Ct. 1997) (public policy considerations in release enforceability)
Eck v. Godbout, 444 Mass. 724 (Mass. 2005) (public policy limits release of liability for intentional torts)
Rhode Island Hosp. Trust Nat. Bank v. Ohio Cas. Ins. Co., 789 F.2d 74 (1st Cir. 1986) (assignees stand in shoes of assignor)