Alack v. Vic Tanny International of Missouri, Inc.
923 S.W.2d 330 (1996)
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Rule of Law:
To be enforceable, an exculpatory clause releasing a party from its own future negligence must be clear, unambiguous, unmistakable, and conspicuous, and must explicitly use the word 'negligence,' 'fault,' or their equivalents.
Facts:
- In 1982, Charles Alack joined a Vic Tanny International of Missouri, Inc. health club and signed a two-page 'Retail Installment Contract.'
- The contract contained a general exculpatory clause (Paragraph G) on its reverse side, printed in the same size font as the other seventeen paragraphs.
- The clause stated the member releases Vic Tanny from 'any and all claims, demands, damages, rights of action... resulting from or arising out of the Member’s... use... of said gymnasium or the facilities and equipment thereof.'
- The clause did not contain the word 'negligence,' 'fault,' or any equivalent term.
- While Alack used an upright row machine, its handle disengaged from the weight cable because a necessary clevis pin was missing.
- Vic Tanny employees knew the machine was dangerous without the pin and acknowledged the club did not require periodic inspections to ensure it was in place.
- The disengaged handle struck Alack in the mouth and jaw, causing serious injuries, including broken teeth and a displaced jaw joint.
Procedural Posture:
- Charles Alack sued Vic Tanny International of Missouri, Inc. in a Missouri trial court for negligence.
- At trial, Vic Tanny moved for a directed verdict, arguing the exculpatory clause in the membership contract barred Alack's claim as a matter of law.
- The trial court denied the motion and submitted the issue of the release's validity to the jury as a question of fact.
- The jury found in favor of Alack and awarded him $17,000 in damages.
- The trial court denied Vic Tanny's motion for judgment notwithstanding the verdict and Alack's motion for a new trial on damages.
- Vic Tanny, as appellant, appealed the judgment to the Supreme Court of Missouri, and Alack, as appellee, cross-appealed.
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Issue:
Does a pre-injury exculpatory clause that releases a party from 'any and all claims' but does not explicitly use the words 'negligence' or 'fault' effectively bar a claim for injuries caused by that party's own negligence?
Opinions:
Majority - Price, J.
No. An exculpatory clause does not insulate a party from liability for its own future negligence unless it uses clear, unambiguous, unmistakable, and conspicuous language that explicitly states the intent to release such claims, using words like 'negligence' or 'fault'. While exculpatory clauses are not prohibited, they are disfavored and strictly construed against the drafter. General language purporting to release a party from 'any and all claims' is ambiguous because it does not effectively notify a person that they are waiving claims arising from the other party's own carelessness. Our traditional notions of fault-based justice require that such a significant shift of risk be made explicit. This holding establishes a bright-line test requiring the use of 'negligence,' 'fault,' or their equivalents to ensure a clear and unmistakable waiver occurs.
Dissenting - Limbaugh, J.
Yes. The contractual language is not ambiguous; it is comprehensive and all-inclusive. The true defect of the clause is that it was not conspicuous, being buried in fine print. However, because the plaintiff, Alack, admitted to reading the clause, he cannot claim to have been misled by its lack of prominence. Since he read the unambiguous language, which clearly releases Vic Tanny from liability, the contract should be enforced against him, and the trial court's judgment should be reversed.
Dissenting - Robertson, J.
Yes. The contractual language is clear and unambiguous, and its plain meaning should be enforced. The phrase 'any and all claims' is not susceptible to more than one meaning and naturally includes claims for negligence. The majority improperly creates a 'latent ambiguity' where none exists simply to avoid what it perceives as a harsh result. The public policy of Missouri permits parties to contractually release one another from future negligence, and the court's role is to enforce clear contract terms, not to rewrite them by requiring magic words like 'negligence' when the intended scope of the release is already all-encompassing.
Analysis:
This decision establishes a significant, consumer-protective, bright-line rule in Missouri for evaluating exculpatory clauses. By requiring the specific use of terms like 'negligence' or 'fault,' the court elevates the standard of clarity and departs from a more general analysis of whether the parties' intent was 'clear' from broad language. This places a higher burden on businesses drafting liability waivers, forcing them to be explicit about the rights consumers are forfeiting. The ruling makes it substantially more difficult for businesses to use boilerplate 'any and all claims' language to shield themselves from liability for their own carelessness.
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