Don’t skip careful analysis of release language in the rush to paper a settlement—recycling generic language from a prior settlement can have unintended consequences. That’s the lesson from Bogda v. Bochenek, 236 Conn. App. 412 (2025), a case with a fact pattern that proves there is no fight like a family fight.
Bochenek, the executor and sole beneficiary of the estate of Barbara Uterstaedt, brought an action against Uterstaedt’s daughter, Bogda, alleging she unduly influenced her mother to add her as a joint owner to an investment account. Uterstaedt died three weeks after the change, which left her daughter as the sole owner of the account. The case settled, and the daughter agreed to pay half of the funds in the investment account to the estate.
Importantly, the settlement agreement signed by the parties, titled “Mutual General Release,” contained release language that was very broad—and quite familiar to many practitioners. It included the usual sweeping language extinguishing, inter alia, “any and all manner” of claims, “liabilities of every kind and character, direct and indirect . . . including but not limited to any claims related to or concerning the [investment] account.”
Shortly after the litigation concluded, Bochenek commenced a FINRA arbitration against the brokerage firm that had created the account, alleging it should not have allowed Uterstaedt to add her daughter as a joint owner because it should have recognized the undue influence. Bochenek sought damages equal to the 50% of the account balance that he had not recovered in the earlier litigation.
In response, the brokerage firm named the daughter, Bogda, as a third-party respondent, alleging claims for contractual and common law indemnification. In effect, the brokerage firm sought to recover any monies it may have to pay to Bochenek from Bogda. Bochenek did not assert any direct claims against Bogda in the arbitration. Ultimately, the arbitration panel denied Bochenek’s claims against the brokerage firm, and dismissed the third-party claims, as well.
Bogda then sued Bochenek for violating the terms of the settlement agreement by commencing and continuing an arbitration that resulted in third-party claims being filed against her, breach of the covenant of good faith and fair dealing, and vexatious litigation. Bochenek moved for summary judgment, asserting that he did not breach the settlement agreement because: (i) he did not assert any claims against Bogda; (ii) he did not join her as a party to the arbitration; and (iii) he was not a party to the contract she signed with the brokerage firm. The trial court agreed and entered summary judgment in Bochenek’s favor.
The Appellate Court, applying well-settled cannons of contract construction to the issues, reversed the trial court’s decision. The trial court had focused heavily on the phrase “[t]he Parties hereby acknowledge that the foregoing includes any claims against each other.” The Appellate Court concluded that focus was too narrow and ignored other key language in the release.
For example, the Appellate Court found it compelling that the parties expressly included the release of “indirect” claims, in addition to the other very broad language used. It noted that the parties used expansive terms prohibiting the bringing of “any and all manner of action . . . of every kind and character . . . including but not limited to any claims related to or concerning the [investment] account and to the 2020 action.” This language indicated that the parties’ release of one another from such claims was of paramount importance.
Turning to the arbitration proceeding, the Appellate Court noted that the core allegations made by Bochenek were the same as in the settled case (i.e., undue influence resulting in joint ownership of the account), and if he had prevailed and the investment firm obtained indemnity from Bogda, the result to each party would be obtaining or losing the money from the account that had already been addressed through the settlement agreement. Thus, the Appellate Court reversed the trial court’s judgment and remanded the case.
Bogda serves as a needed reminder of the importance of applying thought and judgment to release language. Often, practitioners feel the need to be as all-encompassing as possible in the scope of the release, including far-flung parent companies, subsidiaries, employees, undefined “agents,” members, and a laundry list of others. Setting aside the highly questionable enforceability of the release as to everyone included, it is not difficult to see how claims neither side contemplated could be accidently released. There are numerous situations where a broad general release may be inappropriate. One or both parties may have parent companies, subsidiaries, affiliates, related entities, etc., that have disputes about which your client representative has no knowledge. An insurer being included in a release may have policies with the releasor unrelated to the dispute. As in Bogda, a potential indemnification obligation of the releasee could jeopardize the releasor’s claim against a third party. Or it may be as simple as the parties having multiple unrelated transactions with each other, one of which has facts ripe for a claim of which neither party is yet aware.
A few practical tips for practitioners when drafting release language:
- Query whether you really need a “general” release. Try crafting a very broad description of the dispute between the parties that is actually being settled and include the sweeping language of claims “arising out of or relating to” the described event. This will very often satisfy both sides, without having to use a true general release that extinguishes every claim that might exist between the parties, regardless of how unrelated to the present dispute.
- Get a clear understanding of your client’s intentions post-settlement. If your client intends to pursue another party for losses arising from the same event, include language in the release that makes clear that your target is not being released. Language such as the following can help you sleep soundly at night: “For the avoidance of doubt, this agreement does not release any claims of any kind that X has or may have against Y, which claims X fully intends to preserve and pursue.” If this language had been included in the release in Bogda, it would have surfaced the issue that gave rise to the second lawsuit or, at a minimum, significantly reduced the strength of Bogda’s legal argument on appeal.
- Don’t blindly use form release paragraphs from prior cases, changing only the names and settlement amounts. The minimal time it takes to draft a curated release provision will avoid your client asking you about an unintended consequence of settlement.
Attorneys must not lose focus at the finish line. Their clients’ disputes may not be over, and attorneys must be aware of their client’s post-settlement objectives and how the settlement may impact them. Don’t let the rush to paper a deal make you a target for a malpractice claim.