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Kasser Industries, Inc. v. Yohalem Gillman & Co.

United States District Court for the Eastern District of Pennsylvania

June 18, 1990 ; June 19, 1990, Filed

C.A. No. 89-6640

Opinion

MEMORANDUM OPINION AND ORDER

The parties to the above captioned action, Kasser Industries, Inc. ("K.I.I."), Yohalem Gillman & Company ("Y.G."), and Raymond, Victor, Flora, Laurence, Richard and James Kasser (collectively "the Kassers"), entered into a purported settlement of the dispute among them by a stenographically transcribed oration which was later reduced to a formal writing. Unfortunately, a new dispute has arisen over the contents of that writing and the intent of the parties in agreeing to the transcribed settlement.  [*2]  Both the Kassers and Y.G. have filed motions with the court seeking to enforce the alleged terms of the settlement. The motions ask the court to determine, from the contents of the transcription, which party's version of release language more accurately reflects their agreement. For the reasons which follow, the motion of the Kassers is granted and the motion of Y.G. is denied.

K.I.I.'s original complaint alleged violations of the Securities Act of 1933, the Securities Exchange Act of 1934, R.I.C.O. and the common law. The suit arose out of an agreement by which Y.G. was to purchase all outstanding shares of Kasser Distillers Products Corp. from K.I.I. and the Kassers. The oral transcription contains terms providing for monetary relief, establishes an escrow fund and calls for the exchange of releases.

The language of the transcription at issue is as follows:

Mutual general releases of all claims and demands not preserved by this settlement shall be exchanged among the parties to this litigation, their officers, directors, attorneys in this litigation, agents and employees.

. . .

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1990 U.S. Dist. LEXIS 7689 *; 1990 WL 87509

KASSER INDUSTRIES, INC. v. YOHALEM GILLMAN & COMPANY v. RAYMOND KASSER, VICTOR KASSER, FLORA KASSER, LAURENCE KASSER, RICHARD KASSER and JAMES KASSER

CORE TERMS

settlement, parties, transcription, mutual, general release, terms, releases, negotiations

Civil Procedure, Settlements, Releases From Liability, General Overview, Settlement Agreements, Contracts Law, Contract Interpretation, Interpretation of Releases