Alexander v. Union Planters Bank

IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT
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m 00-60301
Summary Calendar
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FIDELIA ALEXANDER, ETC., ET AL.,
Plaintiffs,
CLINTON ALEXANDER
AND
BENEFICIARIES OF THE BEBE ALEXANDER FAMILY TRUST,
Plaintiffs-Appellants,
VERSUS
UNION PLANTERS BANK,
Defendant-Appellee.
_________________________
Appeal from the United States District Court
for the Northern District of Mississippi
(2:98-CV-128-B-B)
_________________________
September 15, 2000
Before SMITH, BENAVIDES, and
DENNIS, Circuit Judges.
JERRY E. SMITH, Circuit Judge:*
* Pursuant to 5TH CIR. R. 47.5, the court has
determined that this opinion should not be
published and is not precedent except under the
(continued...)

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Clinton Alexander, pro se, appeals, for her-
self and as next-friend of her sister, Fidelia Al-
exander, a summary judgment declaring that a
previous settlement agreement releases defen-
dant Union Planters Bank from any liability for
the matters being litigated in this suit. We af-
firm, concluding that the district court
correctly held that the language of the
settlement agreement unambiguously governs
these issues, that there is no evidence of fraud
or inequitable conduct, and that there was
adequate consideration to form a valid
contract.
I.
Fidelia and Clinton Alexander were
beneficiaries under the Bebe H. Alexander
Family Trust, created by the will of their
grandfather. His daughter, Bebe, and Clinton
and Fidelia were beneficiaries.
Most of the payments from the trust were
made to Bebe, but Fidelia and Clinton then
requested that payments be made to them.
The will provided that the bank as trustee, at
its discretion, could make payments for such
purposes. After considering Fidelia and Clin-
ton’s request, the bank denied them any
payments, instead choosing to continue to pay
the majority of the income to Bebe.
II.
Fidelia and Clinton, pro se, sued the bank in
state court, accusing it of various violations of
its duty as trustee, including failing to sell the
farm in 1980 when land prices were at a peak
and violating the trust’s terms by paying most
of the income to Bebe. Fidelia and Clinton
then dismissed so they could refile in another
county.
Before plaintiffs refiled, the bank sued in
yet a third county, seeking to resign as trustee,
to have the rights of the beneficiaries of the
trust determined, and to be discharged from
further obligations under the trust. On the
date of trial, the parties entered into a
settlement agreement stating, inter alia, that
“all claims now existing or alleged to exist
among the parties in this case are released and
discharged . . . .”
Fidelia and Clinton then filed the instant
suit, seeking damages from the bank for
breaches of fiduciary duties and fraudulent be-
havior with respect to the administration of the
trust. They claim that the term “parties” in the
1996 settlement referred only to the
beneficiaries of the trust and not to the bank,
even though the bank was the plaintiff in that
case. Plaintiffs argue that the fact that the
bank interpreted the term “parties” to include
it means there was no meeting of the minds.
The bank disagrees, reasoning that the plain
language of the settlement releases it from all
liability that existed to Fidelia and Clinton as of
the time of the settlement.
III.
We review a summary judgment de novo.
See Rivers v. Central & S.W. Corp., 186 F.3d
681, 682 (5th Cir. 1999). The district court
correctly determined that the language of the
settlement unambiguously released all parties
to that suit from any liability that existed
among them at that time. It is hard to imagine
how a global settlement could be much more
plainly worded than “all claims now existing or
alleged to exist among the parties in this case
are released and discharged . . . .” This
unambiguous language precludes us from
going beyond the written words of the
*(...continued)
limited circumstances set forth in 5TH CIR. R.
47.5.4.

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settlement and delving into parole evidence of
what the parties intended when they signed the
agreement. See Cooper v. Crabb, 587 So. 2d
236, 241 (Miss. 1991).
Any party represented by competent
counsel should have realized that this
agreement would be interpreted to release the
bank from all liability. It is undisputed,
however, that Clinton and Fidelia Alexander
made an honest mistake in thinking that the
settlement agreement did not include the
bank.1 Unfortunately for them, no matter how
sincere their mistaken belief was that the
agreement did not release the bank from
liability, “[a] unilateral mistake will not be the
basis for upsetting a settlement unless there is
some evidence of fraud, duress, overreaching,
etc.” Taylor v. Firestone Tire & Rubber Co.,
519 So. 2d 436, 438 (Miss. 1988).
Although plaintiffs allege “sheer chicanery”
and “bad faith and trickery” on the part of the
bank’s attorney, we find no evidence of fraud
in the record. Indeed, the record shows that
the settlement was negotiated by the lawyers
for the two divided camps of beneficiaries, and
there is no record of the attorney’s making any
representations at all as to the meaning of the
settlement terms to either Clinton and Fidelia
or their attorneys.
The bank’s attorney was present in the
courtroom and did sign the agreement, but
there is no evidence whatsoever of fraud on his
part. Plaintiffs’ argument that he is guilty of
bad faith and trickery is instead made in
response to his taking the position that the set-
tlement agreementSSwhich he signed in
settlement of the case in which his client was
the plaintiffSSapplied to his client.
Plaintiffs contend that the settlement could
not include the bank because they were
“specific in their instructions that no settlement
agreement should bar their eventual claim
against Union Planters for damages.”
Therefore, they argue, any interpretation of
“parties” that includes Union Planters Bank is
either erroneous or trickery.
Plaintiffs, however, have failed to allege to
whom, if anyone, other than their attorneys,
they gave these specific instructions. They
further do not allege that the bank was aware
of their desire to reserve the right to sue the
bank for breach of its duties as trustee, or that
the bank or its attorneys ever communicated
anything to them about the meaning of the
agreement. Therefore, the fact that the
settlement agreement stated that it released all
“parties in the case” cannot lead to recission of
1 The undisputed evidence is that the sisters
were both too ill to be in the courtroom and
therefore had to have their attorneys relay the
settlement negotiations to them in a separate room.
Thus, the fact that they may have become confused
as to the exact wording and intent of the settlement
is somewhat understandable. More remarkable are
the af_fidavits from the sisters’ attorneys in which
they seem to trumpet their own shortcomings.
They state that when Wright signed the settlement
agreement, they both believed that it did not release
the Bank from any liability. They further state in
their affidavitsSSwhich are identically
wordedSSthat the Bank should have communicated
more plainly that the settlement agreement released
it from liability.
Had the ailing sisters been negotiating for
them_selves we might consider the question of
whether the Bank should have explained each ele-
ment of the settlement agreement to them. But
where, as here, clients are represented by
supposedly competent counsel, we reject any
argument that opposing counsel has a duty to make
sure that each unambiguous part of an agreement
is subjectively understood by both lawyer and
client.

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the contract on grounds that plaintiffs were
fraudulently induced to make a unilateral
mistake.
Plaintiffs alternatively aver that there was
no consideration given by the bank in
exchange for its release from liability. They
argue that the bank agreed to do no more than
fulfill its pre-existing duties as trustee, which
cannot amount to consideration given in
exchange for a promise to release it from
liability. Plaintiffs do not recognize, however,
that the bank dropped its suit seeking court
approval to resign as trustee and to be dis-
charged from further obligations under the
trust. This consideration was sufficient to
form a valid contract.
AFFIRMED.

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