Caribbean Seaside Heights Properties, Inc. v. Erikon LLC, 867 F.3d 42

Seaside and Erikon became 50/50 co-investors in the Christopher Columbus Landing Project (1998 public deed obligating equal distribution of Project expenses).
In 2006 Seaside and Erikon contracted to sell the Project to Caribbean; as part of that sale both agreed to execute mutual releases.
Seaside executed a broad release in December 2006 discharging Erikon from any claims "arising out of or relating to [the Project]" and promising never to sue Erikon for events occurring before or after the release.
In 2013 Seaside demanded reimbursement from Erikon for Project expenses and, after Erikon refused, sued in diversity (May 2013) alleging breach of the 1998 deed and claiming over $3 million.
Erikon moved for summary judgment on the ground the 2006 release barred Seaside’s claim; Seaside argued the release did not cover claims that had not yet accrued and that the release was void for lack of consideration because Erikon failed to execute a reciprocal release.
The district court held the release was clear and unambiguous, covered the suit, and was supported by sufficient consideration; it granted summary judgment for Erikon and dismissed the suit with prejudice. The First Circuit affirmed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the 2006 release covers Seaside’s 2013 claim for unpaid Project expenses	The claim did not exist in 2006; release could not waive future-refusal-based claims	Release expressly waived all claims "arising out of or relating to [the Project]" including suits from events occurring after execution	Release unambiguously covers Seaside’s suit; waiver applies to claims arising from the Project, even if enforced later
Whether the release is void for lack of consideration because Erikon did not execute a reciprocal release	Seaside contends lack of Erikon’s performance (no reciprocal release) means no consideration, so release is void	Mutual promises to execute releases (and other benefits from the sale) constitute sufficient consideration under Puerto Rico law	Release was supported by sufficient consideration (mutual promise to release; sale proceeds and other benefits also supplied consideration); Seaside failed to prove lack of consideration
Whether material factual disputes precluded summary judgment	Seaside claimed disputed facts about intent/consideration	Erikon maintained the release text and documentary record controlled; consideration is legal, not factual, here	No disputed material facts identified that would defeat summary judgment; court applied de novo review and affirmed

United States ex rel. Booker v. Pfizer, Inc., 847 F.3d 52 (1st Cir. 2017) (standards for summarizing district-court factual recitations on appeal)
Exec. Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66 (1st Cir. 1995) (clear contract language controls; literal stipulations enforced)
Adria Int'l Grp., Inc. v. Ferré Dev., Inc., 241 F.3d 103 (1st Cir. 2001) (under Puerto Rico law, valid consideration includes any licit benefit or mutual promises)
United States v. Pérez, 528 F. Supp. 206 (D.P.R. 1981) (mutual promises can constitute consideration)