Lead Opinion
OPINION
Appeal was allowed to consider whether a plaintiffs release of principals whose potential liability was vicarious also discharges the plaintiffs claims against the agent, regardless of an express reservation of rights.
Appellee commenced the present medical malpractice action grounded on an asserted failure to timely diagnose and treat osteosarcoma in his wife, Linda Maloney. He alleged, among other things, medical negligence on the part of Appellant Maurice Prendergast, M.D. (an internist) and Richard E. Brennan, M.D. (a radiologist), as well as vicarious liability on the part of institutional defendants associated with these physicians.
Following settlement discussions, Appellee entered into a settlement with Dr. Brennan, funded by such physician’s primary liability insurer and the Medical Care Availability and Reduction of Error Fund in its capacity, effectively, as an excess insurer. See generally Carrozza v. Greenbaum,
Thereafter, Dr. Prendergast and Employers filed motions for summary judgment, each asserting that the language of the release discharged all direct and derivative claims arising from Dr. Prendergast’s conduct, based on the common-law rule governing releases. See Mamalis v. Atlas Van Lines, Inc.,
The common pleas court granted the respective motions, initially crediting the argument that the release encompassed all claims against all of the institutional defendants, including Employers. As to Dr. Prendergast himself, the court determined that the common-law release rule applied, per Mamalis and Pallante.
On appeal, the Superior Court agreed that the release encompassed all claims against Employers. See Maloney v. Valley Med. Facilities, Inc.,
In Pallante, we explained that the reason for the rule that release of the principal also releases the agent is that “the law seeks to protect an injured party’s right to payment for a single injurious act from either a vicariously liable principal or an independently liable agent.” Here, a jury might well consider to be multiple rather than singular acts of negligence Appellee Prendergrast’s [sic] alleged misdiagno*405 sis of Mrs. Maloney’s condition, and his repeated failure to treat or even to disclose the existence of [a] bone cyst during the fourteen years prior to her death. This set of circumstances bears no resemblance to the single injury examined in Pallante, nor is the trial court’s resolution of this matter congruent with its responsibility to implement the intent of the parties.
Maloney,
Presently, Dr. Prendergast and Employers argue that the Superior Court disregarded Mamalis’ holding that a release’s purported reservation of a claim is ineffective in the vicarious liability scenario. See Mamalis,
In opposition, like the Superior Court, Appellee relies on the general requirement to give effect to explicit release terms, such as those preserving claims against Dr. Prendergast. See Brief for Appellee at 10 (“Plaintiff settled his claims with one set of defendants, and signed a joint tortfeasor release that explicitly preserved, in the clearest possible language, his right to pursue claims against defendant Maurice Prendergrast [sic], M.D. That is what the parties agreed to, that is what the release says, and that is the partial settlement that the Trial Court approved.”). Appellee recognizes the holding of Mamalis, indicating that it represents “sound policy [and] settled law.” Id. at 13. Appellee explains, however, that Mamalis’ central rationale focused on the inseparability of a claim of vicarious liability and that against the agent. See Mamalis, 522 Pa. at 221,
[Mamalis ] noted that if the plaintiff were permitted to proceed against the piincipal, the principal would in turn seek indemnification from the ... settling plaintiff, because it is unlikely that the agent would settle unless the plaintiff agreed to reimburse the agent, in the event any other defendant sought contribution from the agent. “If plaintiff agrees to indemnify the agent for any claim by the principal in a release, then the settling plaintiff can gain no more than what he received under the release — the settlement amount agreed to by the agent.” [Mamalis, 522 Pa. at 222,]560 A.2d at 1383 . This is what courts in other jurisdictions have called the “circle of indemnity.” See, e.g., J & J Timber Co. v. Broome,932 So.2d 1 (Miss.2006). This circle can only be*407 broken by a rule that bars claims against a vicariously hable principal after a primarily liable agent is released.
Brief for Appellee at 13.
Appellee contends that the above rationale does not extend to the present circumstances, since the case does not involve the release of an agent in a single-tort case, but rather, involves multiple separate acts of negligence and multiple tortfeasors. Further, according to Appellee, the circle-of-indemnity phenomenon does not apply where the written release is of the principal rather than the agent. See Brief for Appellee at 14 (“Permitting [Appellee] to pursue claims against Dr. Prendergrast [sic] is not a futile act, but rather a meaningful and important way of preserving his, and his family’s, right to fair compensation. There is every reason to craft careful, considered rules that will both give effect to the parties’ intentions and serve the ends of justice.”). Although Pallante extended the common-law rule of Mamalis to the scenario entailing a matter-of-law release of an agent based on a written release of a principal, Appellee does not challenge the decision. Rather, he distinguishes Pallante based on the fact that there is no indication that the language of the written release included a reservation of rights, and on the ground that Mamalis’ single-tort logic does not extend to scenarios encompassing allegations of multiple acts of negligence.
In response to Dr. Prendergast’s claim of exposure to excessive liability, Appellee suggests that the claim is grounded on a chain of factual and legal speculation. In this regard, Appellee notes that the Judge case referenced by Appellants
Addressing the Restatement, Appellee observes, in the first instance, that it does not necessarily reflect the law of Pennsylvania. In this regard, Appellee explains that the referenced section addresses the percentage allocation of responsibility between settling and non-settling tortfeasors, an issue governed by settled Pennsylvania law, see, e.g., Charles v. Giant Eagle Markets,
Respecting the Pennsylvania Suggested Jury Instructions, Appellee explains that the note referenced by Appellants is appended to a standard instruction on a principal’s right to indemnification from an agent. See Pennsylvania Suggested Standard Civil Jury Instructions § 4.20 (2008). Appellee indicates the charge and note do not address the issue pres
Finally, Appellee offers the following policy argument similar to the amicus submission by the Pennsylvania Association of Justice:
The partial settlement arrived at between [Appellee], Dr. Brennan, and various corporate entities and practice groups provides a powerful illustration of the wisdom of giving effect to the intention of the parties, in releases that partially settle malpractice cases. Some defendants and insurers — including the MCARE Fund — wanted to settle; Dr. Prendergrast’s [sic] insurers did not. The partial settlement allowed the MCARE Fund to protect its own assets from a potential future liability, and to protect both Dr. Brennan and Dr. Prendergast from a potential liability that could have exceeded the limits of available insurance coverage. These benefits are in addition to the obvious, and universally acknowledged, more general benefits that flow from the amicable resolution of disputes.
If [Appellants’] position is adopted, however, no careful plaintiffs attorney would ever accept a joint tortfeasor release in a case where the remaining defendant shared a common principal with another, released defendant. This is an increasingly common occurrence, as medical providers consolidate and hospital-based chains and large corporate healthcare systems increasingly dominate the landscape. Many medical providers work under the aegis of a network associated with large medical centers.
Brief for Appellee at 28.
As noted, we accepted review to determine whether the common-law rule requiring release of a principal upon release of an agent applies in the reverse scenario.
As developed above, Mamalis sharply distinguished contribution among joint tortfeasors from the system of vicarious liability and indemnity. See Mamalis,
What is most apparent from Mamalis’ reasoning, however, is that it was directed to a simple fact pattern involving a single principal, a single agent, a single event, and consequences of the release of the party bearing primary liability upon settlement. See id. at 216-17,
As Appellee develops, particularly in the medical malpractice arena, the landscape of claims and defendants can be very complex, given the potential involvement of multiple caregivers, an insurance scheme incorporating private and governmental elements, and oftentimes the high stakes attendant to claims of serious bodily injury or death. It is evident that the interests of justice are not advanced by the extension of an inflexible common-law rule to such scenarios,
We also agree with Appellee that the primary-limits, prorata carve out, and hold-harmless provisions of the release, see supra note 2, diminish the weight of Dr. Prendergast’s concerns about excessive liability exposure. In this regard, a specific assessment of the degree to which recovery overlaps is very difficult in the settlement context, where claims and defenses are being compromised in favor of a prompt and certain resolution. The resolution of claims may also depend upon factors extraneous to the merits, such as the amount of available insurance coverage,
*413 Certain situations may arise where a plaintiff might settle with a principal, but not intend to release the agent. For example, the settlement may represent the principal’s solvency rather than the fair value of the claim; or the settlement may represent a compromise due to uncertainty as to whether the principle of respondeat superior legally holds the defendant vicariously liable for the acts of the other defendant. Thus, a plaintiff should not be deprived of a cause of action against an active tortfeasor when the plaintiff has not intentionally surrendered the claim.
Id. at 222-23.
In the pre-trial settlement context, the amount of a plaintiffs damages are uncertain, since they have not been determined by a factfinder. Again, the pro-rata release and hold-harmless provisions of the release afford Dr. Prendergast credit for the amount of Employers’ settlement, and under prevailing law Appellee would be entitled to a single satisfaction of such damages as would be determined by a factfinder in any event. See generally Ryan v. Berman,
In the scenario entailing a plaintiffs surrender of vicarious liability claims only and express preservation of claims against an agent, we hold that the parties to a settlement should be afforded latitude to effectuate their express intentions. To the extent the Superior Court’s decision in Pallante holds to the contrary, see Pallante,
In her Concurring and Dissenting Opinion, Justice Greenspan describes this Opinion as “creat[ing] an exception contrary to the rules of vicarious liability” and our mandate as a “pragmatic fashioning of a remedy for the present parties.” Concurring and Dissenting Opinion, op. at 419-20,
We have substantial differences with Justice Greenspan’s perspective. Since this appeal presents a matter of first impression in this Court, the applicable “rule of vicarious liability” is unsettled. Thus, we do not view our decision as creating an “exception”; rather, we merely determine appropriate limits of Mamalis.
With regard to the asserted conflation of joint-and-several and vicarious liability principles, the use of the term “joint and several liability” fosters some confusion, particularly when considered in relation to the vicarious liability setting. See Restatement (Third) of Torts, Apportionment of Liability § 13, Comment c. For this reason, the Third Restatement authors decided to merely use the words “legal imputation” in such context. See id. Notably, under either conception of joint-and-several or vicarious liability, the substantive impact is the same as concerns a plaintiff with a meritorious cause against the agent — the principal and agent are each liable to the plaintiff in the full amount of the claim, albeit there may be only a single satisfaction.
Some of the underlying confusion results from the fact that the word “joint” is sometimes used to refer to the
As to the Restatement, initially Comment d to Section 16 does lend some support to the concurring and dissenting position. The Restatement, however, also contains specific provisions relative to settlements which stress the application of principles of contract law, under which the effectuation of
Settlement agreements are contracts and subject to contract law in their interpretation. The primary focus is on the intent of the parties to the agreement and ordinary effect should be given to that intent....
... When a settlement agreement specifies the parties who are released, the agreement is subject to contract-interpretation principles.
Restatement (Third) of Torts, Apportionment of Liability § 24 cmt. g. Thus, the Restatement sets up the same conflict as we resolve here between enforcing a default rule or the manifest intention of the parties regarding settlement.
In developing her position that the “cat is out of the bag,” Justice Greenspan’s reasoning is that, because the Superior Court has long embraced a broad application of Mamalis, the ordinary jurisprudential principle that decisions are to be read against their facts can no longer apply in this Court’s review. See id. at 423,
*418 Judicial opinions are frequently drafted in haste, with imperfect foresight, and without due regard for the possibility that words or phrases or sentences may be taken out of context and treated as doctrines. We shouldn’t like this done to our opinions and are therefore reluctant to do it to the opinions of other courts. No court, even a federal court in a diversity suit, is obliged to treat a dictum of another court (or, for that matter, its own dicta) as binding precedent.
Northwestern Nat’l Ins. Co. v. Maggio,
It is also an unfortunate reality that the length of time it takes for a matter to reach this Court is dependent upon many factors, including litigants’ preferences and selection via a discretionary screening process entailing review of thousands of cases annually to accept only those few hundred considered to meet the prevailing criteria for review. For example, for whatever reason, the non-prevailing party in the intermediate appellate court may chose not to seek further review (as appears to have been the case with Pallante). If the issue is raised by a litigant, it may not be chosen for review for any number of reasons, such as where it is not adequately raised, preserved, or framed. Even when review is sought and a question has been adequately raised and preserved, but this
Finally, Justice Greenspan’s approach of limiting the effect of the holding of this case to the medical malpractice context is consistent with the principle that the holding of a decision is to be read against its facts. Thus, if there are material distinctions to be made with regard to other settlement scenarios which would impact on the extension of the above reasoning, litigants are certainly free to bring them to our attention in future cases outside the medical malpractice context.
The order of the Superior Court is affirmed.
Notes
. Parenthetically, the parties do not specifically develop why Employers were included among the parties benefitting from a release of liability deriving from claims against Dr. Brennan. Appellee's brief suggests, however, that Employers’ corporate structure may have been such that one or both bore a principal/agent relationship with both Drs. Prendergast and Brennan.
. Ensuing provisions of the release effectuated a pro-rata reduction of any verdict against Dr. Prendergast, measured by any liability attributed to the settling defendants, and a hold-harmless commitment. The remaining claims against Dr. Prendergast were also limited to the primary limits of his insurance coverage.
. Act of July 9, 1976, P.L. 586, No. 142 § 2 (codified at 42 Pa.C.S. §§ 8321-8327) (the “UCATA'').
. The UCATA abrogated the broader common-law rule that payment by one tortfeasor would release all others regardless of the parties' intent, insofar as it applied to joint tortfeasors. See 42 Pa.C.S. § 8326 ("A release by the injured person of one joint tort-feasor ... does not discharge the other tort-feasors unless the release so provides, but reduces the claim against the other tort-feasors in the amount of the consideration paid for the release or in any amount or proportion by
. Appellee also offers extensive arguments to the interpretation that the release expressly preserves claims against Dr. Prendergast, and that only direct claims were released and not vicarious liability claims. Appellants' do not challenge the former contention, and it seems plain enough that the intent of the release was to preserve claims against Dr. Prendergast to the extent of his primary insurance coverage, in light of the express reservation of rights. On the latter point, however, Employers were awarded summary judgment and dismissed as defendants relative to all counts, including the vicarious liability claims. Appellee did not file a cross-petition for allowance of appeal from the Superior Court's decision affirming the judgment in this regard, and the dismissal of the vicarious liability claims represents the law of the case.
. Federal courts sitting in diversity are divided in their predictions concerning this Court's resolution of this question. Compare Rutherford
. This and other lines of Mamalis’ reasoning have been subject to reasonable differences among courts. See, e.g., Woodrum v. Johnson,
For a contrary perspective concerning the Mamalis Court's decision to depart from the plain language of the UCATA in its determination that the parties subject to vicarious liability are not joint tortfeasors for purpose of the statute's provisions governing releases, see Saranillio,
Further, consideration of the above differences is beyond the scope of the present appeal.
. Various courts and commentators have expressed concern with results under the common-law rule which they have considered harsh. See, e.g., Saranillio,
. Direct liability claims were asserted against Employers in Appellee's complaint; however, this appeal is limited to consideration of the vicarious liability claims.
. The opinion in Milton Hershey Med. Center v. Commonwealth, CAT Fund,
Notably, Milton Hershey did not involve a dispute over the enforceability of a contractual reservation-of-rights. Thus, the suggestion, in Justice Greenspan's responsive opinion, that such decision provided this Court with an opportunity to limit Mamalis' effect on contractual reservations, see Concurring and Dissenting Opinion, at 493 n. 6, lacks foundation. Indeed, Milton Flershey expressly left open a claim asserting that access to the employer's insurance should be made available based on principles of quasi-contract. See id. at 87-88,
. It is interesting to note that the settling agent in Mamalis had filed bankruptcy proceedings, see Mamalis,
. As to Appellant's other arguments. Appellee is correct that the suggested jury instructions are not controlling and merely reflect the developed state of the law to the date of their publication. The Restatement provisions referenced by Appellant are discussed further below in our address of Justice Greenspan's responsive opinion.
. The Superior Court's effort to distinguish Pallante is insufficient. Under its reasoning, claims entailing a single act of negligence on the part of a tortfeasor would be subject to a different rule than claims entailing multiple acts of negligence on the part of a single tortfeasor. See Maloney,
. While certainly our decision is "court-created," as Justice Greenspan repeatedly observes, Mamalis, in the first instance, represents a court-created limitation on parties’ ability to freely contract in the settlement of their claims. Our "court-created" recognition of Mamalis' logical limits therefore represents a lessening, and not an expansion, of court involvement in the consensual resolution of claims.
. Mamalis’ reasoning is stronger in those passages of the opinion in which the agent-release scenario is addressed specifically.
. Wooden enforcement of the idea that vicarious liability cannot result in a division of any kind for any purposes and under any circumstances, even pursuant to a voluntary agreement of the parties, would mean that judicial approval could never be lent to a three-way settlement between a plaintiff, an agent-defendant, and his employer relative a claim entailing vicarious liability, where both defendants contribute directly to the settlement. Again, we find that the public policy prevailing in Pennsylvania of encouraging the voluntary settlement of claims militates against such inflexible rules.
. In interpreting the statutory definition of "joint tortfeasor” under the UCATA, Mamalis departed from the definitional language of the statute providing that "[a]s used in this subchapter 'joint tortfeasors’ means two or more persons jointly or severally liable for the same injury to persons or property, whether or not judgment has been recovered against all or some of them.” 42 Pa.C.S. § 8322. Specifically, Mamalis displaced the focus from Lhe statutory litmus centered on the fact of liability alone in favor of the Court's own focus on the mechanism by which the parties became liable (actual contribution to the plaintiff's injury versus legal imputation). See id. at 220-21,
. Indeed, the Concurring and Dissenting Opinion does not develop the review principle by which Justice Greenspan is able, on the one hand, to maintain that this matter was finally settled by this Court long ago contrary to Appellee’s position, yet, on the other hand, support the outcome of this decision. Justification for such a facially discordant position ordinarily would require some discussion of the doctrine of stare decisis and its exceptions.
Concurrence Opinion
CONCURRING AND DISSENTING OPINION
The majority has, in effect, created an exception contrary to the rules of vicarious liability set forth in Mamalis v. Atlas Van Lines, Inc.,
In Mamalis, this Court applied the principles of vicarious liability and held that the termination of a claim against an agent discharges any derivative claim against the principal. Id. at 1383.
Vicarious liability, sometimes referred to as imputed negligence, means in its simplest form that, by reason of some relation existing between A and B, the negligence of A is to be charged against B although B has played no part in it, has done nothing whatever to aid or encourage it, or indeed has done all that he possibly can to prevent it ... Joint tortfeasor liability, on the other hand, arises when two or more persons acting together injure another. It is distinguished from vicarious liability in that liability attaches by virtue of the actions of each person as opposed to by operation of law.
A claim of vicarious liability against a principal is indivisible and inseparable from the claim against the agent because the claim is based on one indivisible act of wrongdoing for which both the principal and agent are liable.
The rules of vicarious liability respond to a specific need in the law of torts: how to fully compensate an injury caused by the act of a single tortfeasor. Upon a showing of agency, vicarious liability increases the likelihood that an injury will be compensated, by providing two funds from which a plaintiff may recover. If the ultimately responsible agent is unavailable or lacks the ability to pay, the innocent victim has recourse against the principal. If the agent is available or has means to pay, invocation of the doctrine is unnecessary because the injured party has a fund from which to recover.
The facts of this case demonstrate that Max C. Maloney, Individually and as Administrator of the Estate of Linda E. Maloney, attempted to draft a release such that claims against Maurice Prendergast, M.D. were carved out and reserved. Notwithstanding this attempt, the language of the release, interpreted pursuant to principles of Pennsylvania law, did nof preserve those claims. To the contrary, the release in fact discharged all claims asserted by Mr. Maloney against Dr. Prendergast, Valley Medical Facilities, Inc., d/b/a The Medical Center (“Valley”), Beaver Heritage Valley Health System, Inc. (“Heritage”), Beaver Internal Medicine Association (“BIMA”), Tri-State Medical Group, Inc. (“Tri-State”), Brighton Radiology Associates, P.C. (“Brighton”), and Richard E. Brennan, M.D. (“Dr.Brennan”) (collectively referred to as the “Health Care Providers”).
Here, the majority favors the parties’ intentions rather than adopting what it characterizes as an “inflexible common-law rule.”
The majority also argues that various passages of Mamalis are “directed expressly to the agent release scenario.” Maj. Op. at 415,
The central legal question is whether the holding of Mamalis is applicable to the circumstance where the injured party releases the principal rather than the agent. Given the supreme court’s decision that principal and agent are not joint tortfeasors, we conclude that the release of the principal acts as a release of the agent.
Pallante,
The majority attempts to distinguish joint and several liability on one hand and vicarious liability on the other. Maj. Op. at 413-16,
Release of both the agent and the vicariously liable party upon a settlement with one of those parties is logically required by this Section and the provision of § 7, Comment j. Only one measure of responsibility will be assigned to all such parties. The nonsettling defendants will receive a credit for the share of responsibility that the factfinder assigns to the agent and vicariously liable party. Thus, there is no responsibility remaining to be assigned to any nonsettling agent or vicariously liable party. This effect is demonstrated in Illustration 2, in which the plaintiff settled with the primarily hable manufacturer. The nonsettling vicariously liable retailer would receive a credit against the judgment that would reflect the responsibility assigned to the manufacturer and retailer as a single entity. With that credit, there would be nothing left of the judgment for the retailer to pay.
Id. The passage of the UCATA, which applies only in the case of joint tortfeasers, did not modify this general principle.
The majority distinguishes Pallante based on the fact that the release of the principal in Pallante did not contain an express reservation of rights preserving the injured party’s right to sue the agent. Maj. Op. at 407,
Because the law seeks to protect an injured party’s right to payment for a single injurious act from either a vicariously liable principal or an independently liable agent, the party’s decision to settle with and release one acts as a release of the other, given their non-joint tortfeasor status. We hold that where a principal who is vicariously liable for the negligent act of its agent is released by the injured party after settlement of the claim, the release is a release of the agent as well and no suit may be maintained against the agent for its independent act of negligence.
Pallante,
In rejecting the general rules of vicarious liability, the majority relies heavily upon the assertion that Mamalis is inapplicable or distinguishable because that case involved a single tort and the instant case involves “multiple separate acts of negligence and multiple tortfeasors.” Maj. Op. at 407,
The reasoning in Mamalis, as discussed herein, has less to do with the facts of that case and more to do with the reality of vicarious liability and the ways it differs from joint liability. In its reasoning the majority conflates joint liability on the one hand and vicarious liability on the other. The fact that there may have been multiple acts of negligence by Dr. Prendergast for which the Hospitals are vicariously liable is of no moment. Each time Dr. Prendergast is released for an act, the rules of vicarious liability direct that the Hospitals also be released for that act. The reverse is also true. If the Hospitals settle and are released, then Dr. Prendergast is similarly discharged in equal part to the release of his principals.
The number of negligent acts is wholly irrelevant. The rules of vicarious liability direct that the agent is released to the extent of the principal, no more and no less. If Dr. Prendergast is released for the first three acts of negligence he allegedly committed, then the Hospitals would similarly be discharged for any liability for those three acts. If Mr. Maloney and the Hospitals agree to a settlement for three acts of negligence, then those three acts are fully compensated and no recovery ought to be available from Dr. Prendergast. The existence of other acts of negligence is irrelevant. If the vicariously hable principal Hospitals settled with Mr. Maloney for those three acts, then Dr. Prendergast is released for those three acts because the wrongful acts have been fully compensated. Whether there is one negligent act or many, what matters is not the number of acts but whether the Hospitals are liable as a joint tortfeasors or as vicariously hable principals. Here, the Hospitals, as vicariously liable principals, were broadly released for any and all liability, so Dr. Prendergast was discharged in equal part. The majority’s holding to the contrary conflates vicarious liability with joint liability.
Moreover, even if the existence of multiple acts of negligence was significant, the release here was not tailored to reflect that only some wrongful acts were released. Mr. Maloney’s argument, adopted by the majority in its opinion,
Here, as in Mamalis, for each negligent act there is one injury and one measure of damage for which multiple parties may be held hable. Mr. Maloney has asserted claims based on direct liability against Dr. Prendergast and Dr. Brennan, claims based on vicarious liability against the Hospitals and the Beaver Hospitals, and claims based on direct liability
The majority ultimately concludes that an exception to the general rules of vicarious liability must be created because otherwise there is “substantial likelihood” that settlements will be impeded, “undermining the strong public policy favoring the voluntary compromise of claims.” Maj. Op. at 412,
. This Court has never decided whether the reverse is also true. However, that situation has been addressed by the Superior Court. In Pallante, the Superior Court held that the release of a vicariously liable principal released an agent.
. Unlike the liability of a vicariously liable principal, the liability of a joint tortfeasor is both direct and divisible because the tortfeasor actually contributed to the injury and the conduct of at least one other person also contributed to the injury. Crowell,
. Valley, Heritage, BIMA, Tri-State and Brighton are collectively referred to as the "Hospitals.” Valley, Heritage, BIMA, and Tri-State are collectively referred to as the "Beaver Hospitals.”
. The majority also states that '‘[wjooden enforcement of the idea that vicarious liability cannot result in a division of any kind for any purposes and under any circumstances, even pursuant to a voluntary agreement of the parties, would mean that judicial approval could never be lent to a three-way settlement between a plaintiff, an agent-defendant, and his employer relative a claim entailing vicarious liability, where both defendants contribute directly to the settlement.” Maj. Op. at 417 n. 16,
. The majority correctly notes that the facts here are not analogous to those in Mamalis. In Mamalis, the parties agreed to release the agent and this Court held that the release discharged the principal. Here,
. This Court has had the prior opportunity to limit the application of the Mamalis decision and has not done so. For example, in Milton S. Hershey Med. Center, this Court broadly reiterated the concept that
. I do not deny that the holding of a decision must be read against its facts. Maj. Op. at 417-19,
. The majority notes that comments f and g to Section 24 of the Restatement urge that a release be interpreted pursuant to contract law. Maj. Op. at 416,
. Although the Pallante opinion did not describe the terms of the release involved in that case, logic would suggest that the injured party did not intend the release of the principal to release the agent. The injured party sued both the agent and principal and then attempted to continue her case against the agent after releasing the principal. See Pallante,
. For example, rather then refer to "any or all causes of action ... arising from, or in any way connected with all medical, professional health services,” the release could have referenced "all claims arising from the services provided by Dr. Brennan and all negligence committed directly and solely by Brighton, Valley, Beaver, Heritage, and TriState.” This narrower language would have effectuated Mr. Maloney's intent to release certain defendants while allowing the matter to proceed against Dr. Prendergast (and against Dr. Prendergast’s principals insofar as these principals were vicariously liable). Or, in the alternative, Mr. Maloney could have chosen not to settle and release the Hospitals, but rather to execute what is known as a "covenant not to sue” in exchange for a lump sum payment. Such a covenant would not release the Hospitals, but it would limit any additional damages they might be obligated to pay if an award was entered at trial. Then Mr. Maloney could have proceeded to trial against Dr. Prendergast (and the Hospitals, albeit in a limited capacity given that they had already agreed to a set measure of damages regardless of the verdict). As yet another alternative, Mr. Maloney could have initiated suit only against Dr. Prendergast and against the Hospitals based on direct liability. Had Mr. Maloney avoided alleging vicarious liability claims against the Hospitals, Mr. Maloney could have settled with the Hospitals for any direct liability claims while still preserving the direct liability claim against Dr. Prendergast.