California Court of Appeals, Third District, San Joaquin
from a judgment of the Superior Court of San Joaquin County
No. 39-2012-00284517-CU-PO-STK, Bobby W. McNatt, Judge.
Reversed with directions.
Law Group, Jakrun S. Sodhi and Ameet S. Birring; Arata,
Swingle, Sodhi & Van Egmond, Bradley J. Swingle and
Colleen F. Van Egmond for Plaintiff and Appellant.
Scott, Bonino, Ellingson & McLay, Mark G. Bonino, Stephen
P. Ellingson, Dara M. Tang, and Tara S. Nayak; Gregory J.
Goodwin for Defendant and Respondent.
Muhammad Iqbal appeals from a summary judgment entered
against his complaint for personal injuries. The trial court
ruled the complaint was barred by a general release plaintiff
had previously executed that immunized
“affiliates” of the defendants in the former
case, and defendant Imran Ziadeh was such an affiliate. We
conclude as a matter of law defendant was not a protected
“affiliate, ” as that term is commonly
understood. We reverse.
AND PROCEDURAL HISTORY
2011, plaintiff sued Yosemite Auto Sales, Inc. (Yosemite
Auto), its owner Eyad Kaid, and Alla Abuziadeh, individually
and doing business as Jimmy's Tow (collectively, the
former defendants), for personal injuries. He alleged
Yosemite Auto retained him to determine why a vehicle it
owned would not start. Unknown to plaintiff, Abuziadeh
earlier towed the vehicle to Yosemite Auto and disconnected
the transmission shift linkage to do so. He allegedly did not
reconnect the shift linkage after towing the car.
alleged he confirmed the vehicle was in “park, ”
and he went underneath it to determine why it would not
start. When he tested the electrical connection to the
starter, the vehicle immediately ran over him and dragged him
through Yosemite Auto's parking lot. Plaintiff's
spine was crushed.
and the former defendants reached a settlement. Kaid and
Yosemite Auto tendered their insurance policy limit of $1,
000, 000. Plaintiff dismissed the action with prejudice as to
Yosemite Auto and Kaid and released all former defendants
from liability “including, without limitation, any and
all known or unknown claims....” Of significance here,
the release included within its scope the former
defendants' “affiliates” and “all other
persons, firms, or corporations, with whom any of the former
have been, are now or may hereafter be affiliated.”
2012, and more than three months after he settled the first
action, plaintiff brought this action against defendant Imran
Ziadeh. At the time of the accident, Kaid and Yosemite Auto
leased the land for their business from defendant Ziadeh.
Defendant had previously operated a used car dealership on
the property. Upon leasing the property to Kaid and Yosemite
Auto, defendant entered into an agreement with Yosemite Auto
under which he left several vehicles from his used car
dealership on the property on a consignment basis for
Yosemite Auto to sell. The vehicle that injured plaintiff was
one of those vehicles. Defendant was the person who
recommended plaintiff to Yosemite Auto to fix that vehicle.
Plaintiff based this action on the same facts as his first
action, and he sued defendant for negligence and premises
filed a motion for summary judgment. He claimed he was an
“affiliate” of Yosemite Auto for purposes of the
release in the first action's settlement agreement, and
thus he could not be held liable for any claim arising out of
the accident. He submitted extrinsic evidence to support his
interpretation of the release. That evidence consisted in
pertinent part of a declaration by defendant's counsel
who also represented Yosemite Auto in the first action.
Counsel stated he intended the release in the first
action's settlement agreement to be a general release
applicable to all persons, known and unknown, who were
associated in any manner with the accident, including
opposed the motion for summary judgment. He contended the
release was ambiguous and there were disputed issues of
material fact regarding the release's intent. He
submitted extrinsic evidence to establish the parties to the
release did not intend for it to apply to defendant because
defendant was never a contemplated or known party.
Plaintiff's counsel stated he was never aware of
defendant's potential liability or that defendant and
Yosemite Auto “were affiliated” because Yosemite
Auto never disclosed the relationship during discovery in the
first action. Nor did Yosemite Auto or its insurer disclose
that defendant maintained a $1, 000, 000 insurance policy
with the same insurer who insured Yosemite Auto. Counsel also
submitted copies of correspondence between him and counsel
representing the former defendants showing no one expressly
mentioned or considered defendant during the negotiations
over the release.
trial court granted defendant's motion for summary
judgment, concluding defendant was an affiliate for purposes
of the release as a matter of law. The court stated:
“To me, the analysis begins and ends with whether or
not [defendant] has produced evidence showing that he is an
affiliate of or affiliated with the business that has already
sued or been sued and tendered policy limits. [¶] Under
that declaration, it appears that [defendant] owns the
property at 777 East Yosemite Avenue, and pursuant to a lease
agreement, Yosemite Auto Sales conducts its business on that
property. [¶] He entered into an agreement. [Defendant]
entered into the agreement with [Yosemite Auto] whereby his
dealership consigned several vehicles to [Yosemite Auto] to
sell. [¶] As such, I think that within the clear
definition of ‘affiliate' found in any dictionary,
he was included or contemplated within the language of the
contends the trial court erred in granting summary judgment.
He argues (1) the extrinsic evidence he submitted established
a disputed issue of material fact regarding the meaning of
the words “affiliates” and
“affiliated” as used in the release; (2) the
court erred in admitting defendant's extrinsic evidence;
and (3) the court erred in concluding as a matter of law that
defendant was a third party beneficiary of, and immunized by,
conclude the undisputed evidence demonstrates defendant was
not Yosemite Auto's “affiliate, ” as that
term is commonly understood, and thus was not ...