Jeffrey Hagopian v. Geoffrey Wilkinson.

NOTICE: Summary decisions issued by the Appeals Court pursuant to M.A.C. Rule
23.0, as appearing in 97 Mass. App. Ct. 1017 (2020) (formerly known as rule 1:28,
as amended by 73 Mass. App. Ct. 1001 [2009]), are primarily directed to the parties
and, therefore, may not fully address the facts of the case or the panel's
decisional rationale. Moreover, such decisions are not circulated to the entire
court and, therefore, represent only the views of the panel that decided the case.
A summary decision pursuant to rule 23.0 or rule 1:28 issued after February 25,
2008, may be cited for its persuasive value but, because of the limitations noted
above, not as binding precedent. See Chace v. Curran, 71 Mass. App. Ct. 258, 260
n.4 (2008).

COMMONWEALTH OF MASSACHUSETTS

APPEALS COURT

24-P-1100

JEFFREY HAGOPIAN

vs.

GEOFFREY WILKINSON.

MEMORANDUM AND ORDER PURSUANT TO RULE 23.0

The plaintiff, Jeffrey Hagopian, appeals from a Superior

Court judgment allowing a motion to dismiss his complaint that

alleged defamation by the defendant, Geoffrey Wilkinson.

Because the plaintiff released any claims regarding the

defendant's alleged defamatory conduct pursuant to a previous

settlement agreement, we affirm.

Background. "We summarize the factual allegations in the

plaintiff's complaint, supplemented by information drawn from

the undisputed documents[, here, a settlement agreement,]

referenced in that complaint. For the purposes of reviewing a

motion to dismiss, we accept all factual allegations as true and

draw all reasonable inferences in the plaintiff's favor."
Lanier v. President & Fellows of Harvard College, 490 Mass. 37,

40 (2022). The plaintiff is a graduate of the Massachusetts

Maritime Academy (Academy), and the defendant is a member of the

Academy's board of trustees (trustees). In July 2019, the

plaintiff wrote an open letter to the trustees taking issue with

the Academy's partnership with his former employer. In December

of that year, the plaintiff once again raised this issue during

an open meeting of the trustees.

In September 2021, the plaintiff attended an Academy

presentation, after which he conversed with the defendant about

his grievances from 2019. The defendant threatened the

plaintiff during the conversation and then alleged to the

Academy president that the plaintiff had verbally and physically

accosted him. The next day, the Academy issued a no-trespass

order prohibiting the plaintiff from entering Academy property.

The plaintiff subsequently filed a civil rights lawsuit against

the Academy in the United States District Court for the District

of Massachusetts.1 The plaintiff and the Academy settled a short

time after the filing of the suit. In the settlement agreement,

the Academy agreed to lift the no-trespass order and reimburse

1 The plaintiff's Federal suit also named as defendants
various Academy officials, in both their official and individual
capacities, not including the defendant here, Wilkinson. For
convenience we refer to the Federal defendants collectively as
the Academy.

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the plaintiff's legal fees, while the plaintiff agreed to

dismiss his complaint and give a broad release of any claims he

may have had against the Academy and its affiliates. The

relevant language of the release is as follows:

"In consideration of . . . the Settlement Payment . . . and
the Revocation of the No Trespass Orders . . . Hagopian
. . . agrees to and hereby waives, releases and forever
discharges all claims, demands, causes of action, fees,
liabilities, grievances, suits, damages and expenses, and
any and all other claims of every kind, nature, and
description whatsoever, whether known or unknown, whether
in law or equity, and whether or not previously asserted,
in any forum, that Hagopian or any other person or entity
on his behalf had or has against the Commonwealth; the
Commonwealth's . . . officials, agents, officers, trustees,
attorneys, successors, subsidiaries or affiliates,
individually and in their official capacities . . . by
reason of any actual or alleged act, omission, transaction,
practice, conduct or occurrence arising out of or relating
in any way to Hagopian's allegations set forth in the
[Federal] Action, to the legally permissible extent,
including, but not limited to, any claims under 42 U.S.C.
§ 1983, the Massachusetts Civil Rights Act, the
Massachusetts Tort Claims Act, and the common law."

The plaintiff subsequently filed his defamation complaint

against the defendant.

Discussion. "We review the allowance of a motion to

dismiss de novo." Cubberley v. Commerce Ins. Co., 495 Mass.

289, 292 (2025), quoting Curtis v. Herb Chambers I-95, Inc., 458

Mass. 674, 676 (2011). Dismissal is warranted where the

complaint shows the existence of an affirmative defense.2 See

2 We note that the settlement agreement was not appended to
the plaintiff's complaint, but rather to the defendant's answer.
Although introduction of documents outside the pleading would

3
Doe v. Roman Catholic Bishop of Springfield, 490 Mass. 373, 386

(2022), citing Cavanagh v. Cavanagh, 396 Mass. 836, 838 (1986).

A defendant may raise as an affirmative defense that the

plaintiff previously released the defendant from any claims or

liability. See Merrimack College v. KPMG LLP, 480 Mass. 614,

632 (2018).

The pertinent question in this case is whether the

defendant's alleged conduct falls within the scope of the

release the plaintiff signed with the Academy. As reflected

above, the release language released all claims that Hagopian

had against "the Commonwealth's . . . trustees . . . arising out

of or relating in any way to Hagopian's allegations set forth in

the [Federal] action." A release is a form of contract, see

Sharon v. Newton, 437 Mass. 99, 105 (2002), and the

"[i]nterpretation of a contract, including any ambiguities . . .

in the disputed contract terms, is a question of law decided de

novo by the reviewing court" (quotation and citation omitted).

Helfman v. Northeastern Univ., 485 Mass. 308, 328 (2020). "In

interpreting a contract, '[t]he objective is to construe [it] as

a whole, in a reasonable and practical way, consistent with its

ordinarily convert the motion to one for summary judgment,
conversion is not required "where the plaintiff had notice of
the documents and relied on them in framing the complaint,"
which was the case here. Golchin v. Liberty Mut. Ins. Co., 460
Mass. 222, 224 (2011). The plaintiff here acknowledges this
rule.

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language, background, and purpose.'" Downer & Co., LLC v. STI

Holding, Inc., 76 Mass. App. Ct. 786, 792 (2010), quoting

Sullivan v. Southland Life Ins. Co., 67 Mass. App. Ct. 439, 442

(2006). The defendant was a trustee of the Academy. The

plaintiff raises two arguments as to why we nevertheless should

interpret the release as excluding the defendant's alleged

conduct.

First, the plaintiff argues that the release does not apply

because the alleged defamation was an intentional tort, which he

argues was expressly limited by the terms of the release. He

points to the line "to the legally permissible extent" and

argues that, because the Massachusetts Tort Claims Act (MTCA)

immunizes the Commonwealth from claims arising from intentional

tortfeasors, the defendant's intentionally tortious conduct

cannot be indemnified by the Commonwealth and therefore a

release that covers intentional torts would be legally

impermissible. We disagree that the reference to the MTCA in

the release has any such limiting effect in this case. Although

the Commonwealth could not be held liable for the defendant's

intentional tort, the plain language of the release also

includes common law causes of action, which include defamation.

See HipSaver, Inc. v. Kiel, 464 Mass. 517, 523 n.7 (2013)

(noting defamation is of the common law). It is of no moment

whether the Commonwealth could be forced to indemnify the

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defendant -- it matters only whether the Commonwealth (or the

Academy, an arm of the Commonwealth) chose to seek a release on

his behalf.3

The plaintiff points to one case in which individual tort

claims survived a settlement with a municipality, but it is

clear that the settlement in question did not include a release

for the individual claims. See Cachopa v. Stoughton, 72 Mass.

App. Ct. 657, 664 (2008) (issue of mootness, not release). The

same is true of the unpublished decision the plaintiff cites.

The plaintiff identifies no legal authority, nor have we found

any, standing for the proposition that it is not "legally

permissible" for a settling party to seek a release of claims

for intentional torts on behalf of other potential defendants.

Here, by the plain language of the release, the Academy sought,

and the plaintiff granted, a release of claims the plaintiff had

against "the Commonwealth's . . . trustees, . . . individually

and in their official capacities . . . arising out of or

relating in any way to Hagopian’s allegations . . . including

. . . any claims under . . . the common law."

3 The plaintiff also mistakes the extent of the limitations
the MTCA imposes on indemnification of public employees for
their intentional torts committed within the scope of their
employment. Such indemnification is generally permitted, "in an
amount not to exceed $1,000,000," unless the employee's act or
omission constituted a "violation of . . . civil rights [and the
employee] acted in a grossly negligent, willful or malicious
manner." G. L. c. 258, § 9.

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Second, the plaintiff argues that his complaint should not

have been dismissed because the release he signed did not

specifically identify the defendant's conduct. Since the

Academy could not have been directly liable for a defamation

claim against the defendant, the plaintiff argues the release

"cannot be reasonably interpreted" to apply to his claim here.

According to the plaintiff, this introduces ambiguity into the

contractual terms of the release, which would convert the intent

of the parties into a question of fact, see Seaco Ins. Co. v.

Barbosa, 435 Mass. 772, 779 (2002), which then must be resolved

in his favor at the motion to dismiss stage. Lanier, 490 Mass.

at 40. To the contrary, the mere fact that the plaintiff may

not have anticipated the result of the release he signed does

not introduce ambiguity into the language. See Shaw's

Supermarkets, Inc. v. Melendez, 488 Mass. 338, 342 (2021)

("ambiguity is not created simply because a controversy exists

between parties, each favoring an interpretation contrary to the

other" [citation omitted]). See also Herson v. New Boston

Garden Corp., 40 Mass. App. Ct. 779, 792 (1996) (contracting

party's "personal understanding" is irrelevant where terms are

unambiguous). Rather, "[g]enuine ambiguity requires language

'susceptible of more than one meaning [so that] reasonably

intelligent persons would differ as to which meaning is the

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proper one'" (citation omitted). Basis Tech. Corp. v.

Amazon.com, Inc., 71 Mass. App. Ct. 29, 36-37 (2008).

We see only one reasonable interpretation of the release --

that it applied to the defendant's conduct. As a trustee of the

Academy, the defendant falls into one of the categories

specifically enumerated in the release. In order to maintain

the facade of ambiguity, the plaintiff attempts to argue that

the defendant's defamatory conduct did not fit within the clause

releasing claims "arising out of or relating in any way to

Hagopian's allegations set forth in the [Federal] Action"

because there was no defamation claim in the Federal complaint.

But the scope of the release is tied to the allegations (not the

claims) in the Federal action. The plaintiff's Federal

complaint features essentially the same allegations of the

defendant's conduct as the ones that form the core of the

complaint in this case. The mere fact that the plaintiff

brought a suit with a different cause of action did not

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transform the plaintiff's nearly identical recounting of events

into wholly unrelated allegations.

Judgment affirmed.

By the Court (Sacks,
Englander & Walsh, JJ.4),

Clerk

Entered: August 8, 2025.

4 The panelists are listed in order of seniority.

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