John Soares v. Joseph M. Langlois

Supreme Court
No. 2006-270-Appeal.
(NC 01-178)
John Soares 	:
v. 	:
Joseph M. Langlois. 	:
NOTICE: 	This opinion is subject to formal revision before
publication in the Rhode Island Reporter. Readers are requested to
notify the Opinion Analyst, Supreme Court of Rhode Island, 250
Benefit Street, Providence, Rhode Island 02903, at Telephone 222-
3258 of any typographical or other formal errors in order that
corrections may be made before the opinion is published.

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Supreme Court
No. 2006-270-Appeal.
(NC 01-178)
John Soares 	:
v. 	:
Joseph M. Langlois. 	:
Present: Williams, C.J., Goldberg, Flaherty, Suttell, and Robinson, JJ.
O P I N I O N
Justice Suttell, for the Court. 	Does the negotiation of an insurance company check
bearing the language “SETTLEMENT FOR INJURY SUSTAINED FROM AUTO ACCIDENT
ON 8-4-00” constitute an accord and satisfaction with respect to the payee’s claim for personal
injury arising from such accident? 	A trial justice ruled that in the circumstances of this case it
did, and accordingly he dismissed the plaintiff’s complaint. 	The plaintiff, John Soares, now
appeals from the judgment entered in favor of the defendant, Joseph M. Langlois.
This case came before the Supreme Court for oral argument pursuant to an order
directing the parties to show cause why the issues raised in this appeal should not be summarily
decided. 	After reviewing the record and considering the parties’ written and oral submissions,
we are satisfied that the appeal may be decided without the necessity of further briefing or
argument. We affirm the judgment of the Superior Court.
Facts and Procedural History
The parties were involved in a minor vehicle collision on August 4, 2000, at the
intersection of Third Street and Cherry Street in Newport, Rhode Island. 	As a result of the
collision, Mr. Soares missed four days of work and paid one visit to his physician. In September

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2000, Mr. Soares received a check for $1,000 from Allstate Insurance Company (Allstate), Mr.
Langlois’s insurance carrier, with the notation “SETTLEMENT FOR INJURY SUSTAINED
FROM AUTO ACCIDENT ON 8-4-00” in the upper left-hand corner of the instrument. 	Mr.
Soares read the statement on the check and negotiated the check. 	Mr. Soares testified that he
believed the check was compensation only for lost wages and not for any personal injury claim.
Shortly after negotiating the check, Mr. Soares consulted with an attorney, who then wrote a
letter to William Cronin, the Allstate claims adjuster handling Mr. Soares’s claim. 	The letter
referred to damage to the rear brakes on Mr. Soares’s automobile and requested an additional
payment of $244.83. The attorney’s letter did not mention, much less demand, any payment for
personal injuries. On May 9, 2001, Mr. Soares filed a complaint in Superior Court alleging that
because of Mr. Langlois’s negligence, he suffered property damage to his motor vehicle,
personal injury that resulted in “great pain of body and mind,” and lost wages. 	Mr. Langlois
denied any negligence and asserted the affirmative defense of accord and satisfaction.
When the case was reached for trial in January 2005, the parties agreed that the trial
justice could hold a hearing on Mr. Langlois’s affirmative defense of accord and satisfaction
before impaneling a jury. After the hearing, the trial justice issued a bench decision ruling that
Mr. Soares accepted the check from Allstate in final satisfaction of his personal injury claim.
The trial justice dismissed the complaint, prompting plaintiff to file a notice of appeal on April
13, 2005.1
1 Mr. Soares filed his notice of appeal before the judgment in this case was entered on September
25, 2006. This Court generally treats a premature notice of appeal as timely if a final judgment
is entered. McAdam v. Grzelczyk, 911 A.2d 255, 258 n.4 (R.I. 2006) (citing Dovenmuehle
Mortgage, Inc. v. Antonelli, 790 A.2d 1113, 1114 n.1 (R.I. 2002)).

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Standard of Review
On appeal, Mr. Soares first argues that the trial court applied an incorrect standard of
review. 	Namely, Mr. Soares contends that the trial justice was required to use the standard of
review applicable to “a motion for directed verdict,”2 “or judgment as a matter of law, or * * * a
motion for summary judgment.” 	Thus, he asserts, it was incumbent upon the trial justice to
examine the evidence and all inferences reasonably flowing from it in the light most favorable to
plaintiff. The trial justice erred, Mr. Soares maintains, by impermissibly weighing the evidence
and the credibility of the witnesses and by making factual findings. 	All such determinations
should have been submitted to a jury at a subsequent trial, he asserts.
In response, Mr. Langlois argues that the parties had agreed that the affirmative defense
of accord and satisfaction would be decided by the trial justice before impaneling a jury because
his decision on that issue would be potentially dispositive of the case. 	He contends, therefore,
that the factual findings of a trial justice sitting without a jury are entitled to great weight and
should not be disturbed unless the trial justice overlooked or misconceived material evidence.
We 	have 	carefully 	reviewed 	the 	record, 	and 	we 	conclude 	that 	the 	trial 	justice
appropriately assessed the credibility of the witnesses, weighed the evidence, and made factual
determinations in ruling that there indeed had been an accord and satisfaction. Although we are
unable to ascertain from the transcripts submitted to us the precise nature of any agreements the
parties may have made with respect to the hearing, it is clear to us that Mr. Soares never
articulated an objection to the process that the trial justice used to resolve the issue of accord and
satisfaction. See Thomas v. Ross, 477 A.2d 950, 953 (R.I. 1984).
2 “The standard for granting a motion for judgment as a matter of law is the same as that
applicable to its precursor, a motion for a directed verdict.” Perry v. Alessi, 890 A.2d 463, 468
n.3 (R.I. 2006).

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At the outset of the hearing, the trial justice said, “The matter is before the Court for trial,
assuming we get to that point because there is an issue the defendant has raised that must be
resolved before the jury is or can be impaneled, and that is the question of an accord and
satisfaction.” 	Addressing defendant’s counsel, he then indicated, “I believe the burden * * * is
on you to proceed to demonstrate that there was, indeed, an accord and satisfaction.” Mr. Soares
fully participated in the evidentiary hearing, cross-examining witnesses, objecting to the
introduction of certain documents into evidence, and offering to stipulate to the number of times
he sought medical treatment. At one point during defendant’s direct examination of Mr. Soares,
the latter’s counsel objected to a line of questioning, explaining, “I believe the purpose of this
hearing is only to ascertain the party’s [sic] intent when the check was sent.”
We also note the introductory statement of the trial justice in delivering his bench
decision:
“Knowing that this matter was scheduled for a trial to get
underway today, at the request of the attorneys I met with them last
week in chambers, and while either one of you can correct me if
I’m wrong in my recollection, the discussion, in so many words,
was 	that 	accord 	and 	satisfaction 	or 	whether 	an 	accord 	and
satisfaction exist, at least in the context of this case, is a matter of
law and that there should be a hearing such as the one we just
conducted to determine whether there was, in fact, a meeting of the
minds, or, to phrase it another way, whether somehow Allstate
took an unconscionable advantage of Mr. Soares relative to the
settlement in this case, the settlement, which, of course, the
plaintiff says is invalid, and, indeed, there is no accord and
satisfaction.”
To determine whether there was a “meeting of the minds,” or, as plaintiff suggested, to
ascertain the parties’ intent, the trial justice necessarily was required to assess credibility and
weigh the evidence. 	We are satisfied, therefore, in the context of this case that the trial justice
appropriately 	resolved factual 	issues 	in 	determining 	that 	there 	had been 	an 	accord 	and

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satisfaction. On appeal, it is well settled that the factual findings of a trial justice sitting without
a jury are entitled to great deference and will not be disturbed by this Court unless the trial
justice 	overlooked 	or 	misconceived 	material 	evidence 	or 	otherwise 	was 	clearly 	wrong.
Notarianni v. Carter, 797 A.2d 1075, 1075-76 (R.I. 2002) (mem.) (citing Foley v. Osborne Court
Condominium, 724 A.2d 436, 439 (R.I. 1999)).
Accord and Satisfaction
Mr. Soares also argues that defendant failed to satisfy his burden of proving that
plaintiff’s 	negotiation 	of 	the 	check 	constituted 	an 	accord 	and 	satisfaction 	in 	this 	case.
Specifically, he alleges the check failed to provide him with adequate notice and warning that it
was intended to discharge all obligations and liabilities because it did not indicate that the
payment was to be in full or final satisfaction of all plaintiff’s claims arising out of the
automobile accident, and it failed “to explicitly indicate the obligation to which the alleged full-
payment check related.”
This Court has long recognized the common-law rule of accord and satisfaction,3 in
which “[a]n agreement between two parties to give and accept something in satisfaction of a
right of action which one has against the other, which when performed is a bar to all actions.”
Lamoureaux v. Merrimack Mutual Fire Insurance Co., 751 A.2d 1290, 1293 (R.I. 2000) (quoting
Kottis v. Cerilli, 612 A.2d 661, 664 (R.I. 1992)); see also Allstate Insurance Co. v. Lombardi,
773 A.2d 864, 872 n.4 (R.I. 2001). We have said that the doctrine of accord and satisfaction
provides that “when two parties agree to give and accept something in satisfaction of a right of
action which one has against the other, and that agreement is performed, the right of action is
subsequently extinguished.” ADP Marshall, Inc. v. Brown University, 784 A.2d 309, 313 (R.I.
3 The doctrine as applied to negotiable instruments is now codified in G.L. 1956 § 6A-3-311
entitled “Accord and satisfaction by use of instrument,” which became effective on July 1, 2001.

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2001). For an accord and satisfaction to be binding “[t]here must be accompanying expressions
sufficient to make the creditor understand, or to make it unreasonable for him not to understand,
that the performance is offered to him as full satisfaction of his claim and not otherwise.”
Weaver v. American Power Conversion Corp., 863 A.2d 193, 198 (R.I. 2004) (quoting 6 Corbin
on Contracts, § 1277 at 118 (1962)). 	When determining whether an accord and satisfaction
exists the intention of the parties must be “determined by the usual processes of interpretation,
implication, and construction.” Id. (quoting 6 Corbin on Contracts, § 1293 at 190). Furthermore,
the party asserting the affirmative defense of accord and satisfaction must show that an
agreement exists and that the “agreement was accepted in exchange for refusal to press a right of
action.” Kottis, 612 A.2d at 665.
In the case before us, Mr. Langlois presented two witnesses to support his affirmative
defense: 	Mr. Cronin, the Allstate claims adjuster4 and Mr. Soares. 	In issuing his decision, the
trial justice described Mr. Soares as an “alert and intelligent young man,” but said his testimony
that he believed the $1,000 check to be reimbursement only for lost wages “strains credulity.”
The trial justice noted that plaintiff’s injury was not a serious one and had resulted in only one
visit to his physician, shortly after the accident. 	The trial justice further found that Mr. Soares
lost four days of work, after which he returned to his position on the wait staff of a busy
restaurant, “a physically challenging job involving lots of walking * * * and carrying heavy
objects.”
With respect to the notation on the check, the trial justice determined that Allstate had
reached 	a 	legitimate 	conclusion 	that 	plaintiff’s 	claim “would 	warrant 	a 	thousand 	dollar
payment.” 	He also noted that the subsequent letter from Mr. Soares’s attorney made “no
4 Mr. Cronin was no longer employed by Allstate at the time of the trial.

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reference whatsoever to any physical injury or disability claimed to have resulted from that
accident.” The trial justice concluded, “I think in the totality of the circumstances here this was
the payment for the injury and Mr. Soares believed it at the time he negotiated the check and
continued to believe it when he sought the assistance of [his attorney] to help him with his
property damage difficulties.”
We are satisfied that the trial justice neither overlooked nor misconceived material
evidence, nor was he clearly wrong. This Court has stated that “a party who signs an instrument
manifests his assent to it and cannot later complain that he did not read the instrument or that he
did not understand its contents.” F.D. McKendall Lumber Co. v. Kalian, 425 A.2d 515, 518 (R.I.
1981). The language at issue, however, must be “printed in such a way as to be likely to come to
the attention of the party receiving it.” Id. Although the statement at issue here was not in bold
print,5 it was conspicuous on the front of the check. 	Significantly, Mr. Soares testified that he
read it before negotiating the check. 	Moreover, the trial justice did not predicate his decision
solely on the language on the check; rather, he made credibility determinations and clear findings
about the totality of the circumstances. Specifically, he found that Allstate acted in good faith in
tendering the check and the plaintiff understood the payment to be for his personal injuries. We
perceive no reason to disturb his findings.
Conclusion
Accordingly, we affirm the judgment of the Superior Court and remand the papers in the
case thereto.

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5 We observe that it would have been preferable for Allstate to place the statement signifying an
accord and satisfaction in bold print, as did its appellate counsel in its written submissions to this
Court. See D’Antuono v. CCH Computax Systems, Inc., 570 F. Supp. 708, 714 (D.R.I. 1983).

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COVER SHEET
TITLE OF CASE: 	John Soares v. Joseph M. Langlois
DOCKET NO:2006-270-Appeal
COURT:Supreme
DATE OPINION FILED:November 16, 2007
SOURCE OF APPEAL:Superior 	County: Newport
JUDGE FROM OTHER COURT: Judge Stephen J. Fortunato, Jr.
JUSTICES:Williams, C.J., Goldberg, Flaherty, Suttell and Robinson, JJ.
WRITTEN BY:Justice Paul A. Suttell, for the Court
ATTORNEYS:
For Petitioner: Laura Harrington, Esq.
ATTORNEYS:
For Respondent: 	Paul Anderson, Esq.