Trial Court: Santa Clara County Superior Court Superior Court No.: CV135247 Trial Judge: The Honorable Patricia M. Lucas (Santa Clara County Super. Ct. No. CV135247)
The opinion of the court was delivered by: Rushing, P.J.
(reposted same date to correct signature page; no change to opinion text)
CERTIFIED FOR PUBLICATION
We address in this case the question of how much evidence a defendant must present to establish a right to summary judgment under a global release by the plaintiff of "all persons" exposed to liability for his personal injuries. Plaintiff contends that the trial court here erred by granting summary judgment because the defendant relied solely upon the language of the release. According to plaintiff, a defendant in such a case must present additional evidence, extrinsic to the written agreement, of the parties' "actual intent to benefit the third party." We have concluded that insofar as some language in the cases might appear to support such a rule, it arises from, and should be confined to, the distinct issue whether a stranger to a contract, who stands to benefit from its performance, is an "incidental" beneficiary, rather than an "intended" one entitled to enforce its terms. In that context, extrinsic evidence is commonly necessary to ascertain the intended effect of the contract on the third party. It nonetheless remains the rule that where a clear intent can be ascertained from the parties' written agreement, that agreement is at least prima facie evidence of their "actual intent." Thus where its language unambiguously expresses a mutual intent to benefit a class of third persons, a member of that class makes a prima facie case of entitlement to its enforcement by proving the agreement--unless some cause to go outside the terms of the instrument, such as fraud, mistake, or latent ambiguity, appears. Here the only potentially sufficient cause suggested by the record is the mere possibility, raised belatedly by the plaintiff, that a claims adjuster involved in negotiating the settlement might provide evidence that he did not expect the release to sweep as broadly as its language indicated. We find no abuse of discretion in the trial court's denial of plaintiff's tardy request for a continuance to explore that possibility. Accordingly, we will affirm the judgment.
On March 22, 2007, a vehicle operated by defendant Takeshi Oto collided with a vehicle operated by plaintiff Heriberto Ceja Rodriguez. Unbeknownst to plaintiff, Oto was driving from an event related to his employment with a subsidiary of Toshiba America, Inc. (Toshiba).*fn1 While he himself had rented his vehicle from Hertz Corporation (Hertz), Toshiba ultimately reimbursed him for the rental. Moreover, the rental was governed by an agreement between Hertz and Toshiba setting forth terms on which employees of the latter would rent vehicles on company business. That agreement included a "liability protection override" obligating Hertz to "provide primary protection . . . for bodily injury or death up to a limit of $25,000 for each person" and to "indemnify, hold harmless, and defend [Toshiba] employee renters . . . and fellow employees who operate the car incidental to their business duties."
Plaintiff engaged counsel the day after the accident. Some seven months later, he settled with Hertz for $25,000, the limit of its coverage for bodily injury or death. As part of the settlement he executed a written release in favor of "Takeshi Oto and The Hertz Corporation, its employees, agents, servants, successors, heirs, executors, administrators and all other persons, firms, corporations, associations or partnerships (hereafter Releasees)."*fn2 (Italics added.) He testified that "some person from my lawyer's" explained the release to him when he signed it. He answered "Yes" to the question whether he "underst[oo]d what [he] was signing at the time that [he] signed it." However, he answered "No" when asked whether, in signing the release, he thought he was "releasing others besides Mr. Oto and Hertz from responsibility." Nor did he believe he was "releasing Mr. Oto's employer from responsibility" for the accident.
On February 18, 2009, plaintiff filed this action against Oto and "Toshiba America," alleging that Oto injured plaintiff through negligent operation of a vehicle, and that defendants, "and each of them," negligently "owned, operated, used, drove, maintained, loaned and/or entrusted their motor vehicle," so as to cause his injuries. Defendants answered the complaint, asserting the release as an affirmative defense. On September 13, 2010, they moved for summary judgment on this basis. Plaintiff opposed the motion on the merits but also requested a continuance to conduct discovery. The trial court granted summary judgment, finding that the undisputed evidence established that the release explicitly exonerated Oto from further liability and that it also extended to Toshiba. The court found plaintiff's undisclosed intentions insufficient to raise a triable issue of fact, and that the extrinsic evidence established no ambiguity. The court denied plaintiff's request for a continuance, ruling that he had failed to show that such a continuance would enable him to discover facts essential to opposing the motion.
The court duly entered judgment, and plaintiff brought this timely appeal.
A summary judgment "shall be granted if all the papers submitted show that there is no triable issue as to any material fact and that the moving party is entitled to judgment as a matter of law." (Code Civ. Proc., § 437c (§ 437c), subd. (c).) A defendant seeking summary judgment meets his burden by showing that an element of the plaintiff's cause of action cannot be established or that a complete defense to the cause of action exists and cannot be successfully contested by the plaintiff. "Once the defendant . . . has met that burden, the burden shifts to the plaintiff . . . to show that a triable issue of one or more material facts exists as to that cause of action or . . . defense . . . ." (§ 437c, subd. (p)(2).) "In determining whether the papers show that there is no triable issue as to any material fact the court shall consider all of the evidence set forth in the papers, except that to which objections have been made and sustained by the court . . . ." (§ 437c, subd. (c).) Because the existence of a triable issue of fact is itself a question of law, we review without deference a ruling by the trial court that the evidence presented on summary judgment raised no such issue. (See Denevi v. LGCC (2004) 121 Cal.App.4th 1211, 1217.)
Defendants' showing in support of summary judgment consisted basically of the undisputed fact that plaintiff signed the release, coupled with the absence of any apparent ground to contest its general validity. In opposition, plaintiff asserted four principal facts: (1) That Toshiba and Hertz had entered into a corporate rental agreement under which Oto had rented the car he was driving when he collided with plaintiff; (2) that the release did not name Toshiba as a releasee; (3) that none of the participants made any "express reference" to Toshiba in connection with the settlement; and (4) that "[a]t the time of drafting the Release, it was not the intention of either HERTZ, OTO, or the Plaintiff to release TOSHIBA from liability" for the underlying accident.
In support of the third fact, plaintiff offered two letters from his counsel to Hertz Claims Management dated May 10, 2007, and October 15, 2007, and one letter from Don Beierschmitt of Hertz Claims Management to plaintiff's counsel dated November 2, 2007 reflecting a policy limit demand of $25,000, and a settlement in that amount. To establish the fourth fact, plaintiff simply cited his own deposition statement that he did not believe he was releasing Oto's employer from liability when he signed the release.
A release is a instrument by which the signing party (releasor) relinquishes claims or potential claims against one or more persons (releasees) who might otherwise be subject to liability to him. The existence of a valid release is a complete defense to a tort action against the releasee. (E.g., Donnelly v. Ayer (1986) 183 Cal.App.3d 978, 983 [legal malpractice].) In this case, the release specifically named defendant Oto as a releasee. The sole rationale plaintiff has offered for denying effect to the release, as it affects Oto, appears in a footnote in his opposition memorandum, where it is stated that Oto was joined "as a matter of caution since he may very well be a 'necessary party[']. . . ." Plaintiff ...