AI Generated Opinion Summaries

This summary was computer-generated without any editorial revision. It is not official, has not been checked for accuracy, and is NOT citable.

Facts

• In 2002, Plaintiffs Icek Benz and Lauren Benz, along with Defendants David Blanc, Martin Blanc, Central Millennium Partnership, and Central Corridor Investors, LLC, formed Town Center Land, LLC to invest in the Gas Light Motel. Prior to this, Benz and Blanc had been involved in other business ventures together. In 2006, Benz expressed a desire to exit all business ventures with Blanc, leading to settlements that included a final agreement and release (Release) for the Central Market dispute, which is central to this case. The Plaintiffs later sued the Defendants over the Town Center venture, alleging fraud, misrepresentation, and breach of fiduciary duty, and sought an accounting and dissolution of Town Center. The dispute in this case revolves around whether the Release also covered claims related to the Town Center venture (paras 2-4).

Procedural History

• [Not applicable or not found]

Parties' Submissions

• Plaintiffs: Argued that the Central Market Release did not cover the Town Center dispute and objected to its admission into evidence, claiming it was irrelevant to the current case and that the defense of release was not properly pleaded (paras 4, 8-10).
• Defendants: Contended that the Central Market Release, which discharged all known and unknown claims against David Blanc, included the claims in the current Town Center dispute. They admitted to the late disclosure of their intention to use the Release as a defense but argued it did not result in unfair surprise or prejudice (paras 1, 8-9, 13-14).

Legal Issues

• Whether the Central Market Release barred Plaintiffs’ claims relating to the Town Center dispute.
• Whether the district court erred by admitting the Central Market Release into evidence and amending the pretrial order to include Defendants’ release defense (paras 7, 8).

Disposition

• The Court of Appeals reversed the district court's judgment in favor of Defendants and remanded the case for further proceedings, concluding that the Central Market Release did not bar Plaintiffs' claims in the Town Center dispute (para 37).

Reasons

• The Court of Appeals, with Judge Michael E. Vigil authoring the opinion, found that the district court erred in its interpretation of the Central Market Release. The court determined that the Release was unambiguous and did not cover the Town Center dispute because it specifically related to the Central Market venture and did not mention Town Center or the other entities involved in this dispute. The court also concluded that the district court did not abuse its discretion by admitting the Release into evidence or amending the pleadings to include Defendants’ release defense, despite Defendants' late disclosure of their intention to use the Release as a defense. However, the lack of specific mention of Town Center or related entities in the Release, coupled with the absence of extrinsic evidence showing an intent to include these entities, led to the reversal of the district court's judgment (paras 11-14, 32-36).