Mutual release provision in a business purchase agreement; Plain & unambiguous language; Parol evidence; Integration or merger clause; UAW-GM Human Res Ctr v KSL Recreation Corp

Holding that the plain and unambiguous language of the parties’ mutual release barred plaintiff’s action, the court affirmed summary disposition for defendant. The parties to the appeal were physicians. The dispute concerned an alleged business partnership. Before bringing this action for breach of contract, unjust enrichment, and an accounting, plaintiff sold his interest in a property referred to as the “15 Mile location” via a Purchase Agreement that contained the mutual release. The court concluded that the release language was “unequivocal in manifesting the parties’ intent to discharge each other from any and all claims or potential claims ‘of any nature whatsoever,’ except as expressly preserved in the Purchase Agreement. Although the release expressly references claims related to the ownership and operation of 15 Mile Center, LLC, such specificity is superfluous in light of the all-encompassing terms of the general release, and nothing in the instrument suggests any limitation to claims involving 15 Mile Center, LLC exclusively. Even if, as plaintiff asserts, the Purchase Agreement pertained solely to the 15 Mile location, it does not follow that the parties were precluded from negotiating a comprehensive general release resolving all other potential disputes as part of the same transaction.” The court found that his argument on appeal was essentially “an impermissible attempt to introduce parol evidence to alter the clear release language in order to preserve his claim to an alleged share of profits from” another location, contrary to the parol evidence rule. Further, the Agreement contained a merger clause. To the extent he asserted “reliance on alleged misrepresentations by defendant” as to an intent to address disputes about profits from the other location after “completion of the 15 Mile transaction,” that clause rendered “any such reliance unreasonable.”