Riverbend Community, LLC v. Green Stone Engineering, LLC
2012 Del. LEXIS 547
| Del. | 2012Background
- Riverbend and Parkway Gravel owned and planned a residential development on the Property with wetlands identified by a 2004 U.S. Army Corps delineation crossing the Causeway.
- Green Stone Engineering provided design services under August 2005 and March 2006 contracts and subcontracted JCM Environmental to flag wetlands.
- Green Stone stopped work in 2007; Riverbend needed Green Stone’s work product to complete the project and obtained it only by signing a Release.
- The Release, titled Receipt and General Release, purports to discharge Green Stone from all known and unknown claims related to work product and related services.
- Capano signed the Release for Riverbend, believing it was a standard work-product release to obtain the work product; later federal and state actions arose against Riverbend for wetlands work.
- Riverbend sued Green Stone in 2010 for contract and tort claims; Green Stone moved for summary judgment arguing the general release barred all claims and the economic loss doctrine applied to torts.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the Release unambiguously constitute a general release? | Riverbend argues the Release only covers use of Green Stone’s work product. | Green Stone contends the Release broadly remises and discharges from all known or unknown claims. | Yes; the Release is unambiguously a general release. |
| Does the Release bar both tort and contract claims? | Riverbend argues the Release is not sufficiently specific to waive tort claims. | Green Stone asserts the Release waives all claims, including tort and contract. | Yes; the Release operates as a general release that bars both tort and contract claims. |
| If general release applies, is further consideration of the economic loss doctrine necessary? | Not explicitly stated beyond seeking relief from tort claims. | Release alone can bar claims, making EL D unnecessary to consider. | Not reached; the Release’s broad bar precludes consideration of the economic loss doctrine. |
Key Cases Cited
- GMG Capital Invs., LLC v. Athenian Venture Partners I, L.P., 36 A.3d 776 (Del. 2012) (summary judgment when contract language is unambiguous; parol evidence unnecessary)
- J.A. Jones Construction Co. v. City of Dover, 372 A.2d 540 (Del. Super. 1977) (release must be crystal clear to release prospective negligence)
- Warburton v. Phoenix Steel Corp., 321 A.2d 345 (Del. Super. 1974) (indemnification clause; release scope and clarity)
- Hob Tea Room v. Miller, 89 A.2d 851 (Del. 1952) (general release with unmistakably lucid effect)
- E.I. du Pont de Nemours & Co. v. Shell Oil Co., 498 A.2d 1108 (Del. 1985) (contract language plain on its face; summary judgment appropriate)