This case presents the question of whether an aggrieved party, who is entitled to a discretionary appeal from an order of the director of a state agency, may waive that right to appeal under the following conditions: where the aggrieved party knew of the right to appeal, intended to waive that right, and gave and received sufficient consideration for waiving that right. We answer this question in the affirmative. For the reasons stated below, we reverse the judgment of the court of appeals and reinstate the decision of the EBR.
I
In order to determine whether the Settlement Agreement contained a valid and enforceable waiver of Fields’ and SCS’s right to appeal from the Director of Environmental Protection’s shutdown order, we must first ascertain whether an aggrieved party under these circumstances should ever be permitted to waive the right to appeal. “As a general rule, the doctrine of waiver is applicable to all personal rights and privileges, whether secured by contract, conferred by statute, or guaranteed by the Constitution, provided that the waiver does not violate public policy.” State, ex rel. Hess, v. Akron (1937),
This court has permitted a party to a criminal proceeding to waive a number of substantial rights. In State v. Frohner (1948),
This court has also permitted a party to a civil proceeding to waive a number of important rights. For example, we upheld a debtor’s waiver of his right to select, and hold as exempt, property in an insolvency proceeding in Butt v. Green (1876),
In the case before us, waiving the discretionary appeal provided in R.C. 3745.06 of the Director’s order surely creates no more adverse impact upon an aggrieved party than did the waivers outlined above. Further, nothing in the Ohio Constitution or in R.C. Chapter 3745 governing the OEPA bars such a waiver. Therefore, we hold that a party aggrieved by an order from the Director of Environmental Protection may validly waive the discretionary right to appeal provided by R.C. 3745.06.
II
Because we have found that Fields and SCS could have validly waived their right to appeal the Director’s order, we will next determine whether Fields and SCS did in fact conclusively waive that right. As stated above, Fields and SCS participated in settlement negotiations and were provided with the opportunity to revise the proposed language in the Settlement Agreement. Additionally, Fields and SCS were represented by counsel at these negotiations; indeed, their counsel was one of the signatories to the Settlement Agreement. Finally, because Fields operated landfills in Jackson County since at least 1972 and
Thus, we find no threshold violation of Fields’ and SCS’s due process rights in enforcing this Settlement Agreement and proceed to examine the language of the agreement itself to determine what rights and responsibilities the parties created in the agreement.
“In construing any written instrument, the primary and paramount objective is to ascertain the intent of the parties. The general rule is that contracts should be construed so as to give effect to the intention of the parties.” Aultman Hosp. Assn. v. Community Mut. Ins. Co. (1989),
Additionally, “[w]here the parties, following negotiations, make mutual promises which thereafter are integrated into an unambiguous written contract, duly signed by them, courts will give effect to the parties’ expressed intentions.” Aultman Hosp. Assn., supra, at 53,
As stated above, the Settlement Agreement allowed the OEPA to elect to issue enforcement findings and orders if Fields and SCS missed a milestone date. It is crystal clear that Fields missed the milestone dates requiring Fields to timely submit to OEPA hydrogeological studies and a Permit to Install Application. Thus, the Director had the authority to issue his order for Fields and SCS to begin a shutdown of the landfills.
SCS asserts that by using the words “enforcement Findings and Orders” in the Settlement Agreement instead of the words “cease and desist,” the parties intended that the agreement would merely permit the Director to take action short of ordering a shutdown of the landfills. This argument has no merit. “Common words appearing in a written instrument will be given their ordinary meaning unless manifest absurdity results, or unless some other meaning is clearly evidenced from the face or overall contents of the instrument.” Alexander v. Buckeye Pipe Line Co. (1978),
Finally, we note that the Settlement Agreement was supported by sufficient consideration to be enforceable. Fields and SCS surrendered their rights to appeal from the Director’s order and gained the opportunity to expand their landfill activities through the Permit to Install application process. The OEPA surrendered its right to sanction Fields and SCS for then-existing violations of statutes and regulations governing landfills. Conversely, the OEPA gained the ability to issue orders at a future date upon the recurrence of specified conditions without the necessity of defending its actions through protracted appellate litigation.
Judgment reversed.