Wescott v. Warden, N.H. State Prison

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THE SUPREME COURT OF NEW HAMPSHIRE

___________________________

Merrimack
Case No. 2022-0562
Citation: Wescott v. Warden, N.H. State Prison, 2024 N.H. 56

RICHARD R. WESCOTT

v.

WARDEN, NEW HAMPSHIRE STATE PRISON

Submitted: October 3, 2023
Opinion Issued: October 11, 2024

Richard R. Wescott, self-represented party, on the brief.

John M. Formella, attorney general, and Anthony J. Galdieri, solicitor
general (Brendan A. O’Donnell, assistant attorney general, on the brief), for the
Warden, New Hampshire State Prison.

New Hampshire Legal Assistance, of Portsmouth (Kay E. Drought on the
brief), as amicus curiae.
 COUNTWAY, J.

¶1 The plaintiff, Richard R. Wescott, appeals a decision of the Superior
Court (Kissinger, J.) dismissing his complaint for breach of contract against the
defendant, Warden, New Hampshire State Prison. The plaintiff’s complaint
alleged that the defendant breached the terms of the Laaman Settlement
Agreement (Agreement). The Agreement had resolved a federal class action
lawsuit that sought to remedy conditions at the New Hampshire State Prison
for Men (prison). See generally Laaman v. Helgemoe, 437 F. Supp. 269 (D.N.H.
1977); Laaman v. Warden, New Hampshire State Prison, 238 F.3d 14 (1st Cir.
2001). We affirm.

¶2 The following facts are derived from the plaintiff’s complaint, which
we accept as true, or from documents sufficiently referred to by the complaint
and whose authenticity no party disputes. See Beane v. Dana S. Beane & Co.,
160 N.H. 708, 711-12 (2010). The plaintiff, who began his incarceration at the
prison in 1998, filed a 107-page complaint seeking to enforce the Agreement,
which is comprised of the terms of a modified consent decree. See Avery v.
Comm’r, N.H. Dep’t of Corr., 173 N.H. 726, 729 (2020). The underlying
consent decree was issued in August 1978, a little over a year after the federal
district court had issued “an extensive opinion” finding that conditions at the
prison subjected inmates to cruel and unusual punishment in violation of the
Eighth Amendment to the United States Constitution. See Laaman, 238 F.3d
at 15. The consent decree was modified multiple times until 2001, when the
parties reached a final settlement to resolve the class action lawsuit and the
federal district court terminated federal jurisdiction over the matter. Avery,
173 N.H. at 729. The 1978 consent decree and its modified versions comprise
the Laaman Settlement Agreement, which requires that inmates receive certain
services, including mental health treatment. See id. The plaintiff’s complaint
alleges that the defendant breached the Agreement by failing to provide him
with sufficient mental health treatment.

¶3 The majority of the plaintiff’s requests for relief relate to the plaintiff
individually. Other claims raised by the plaintiff relate to the alleged failure of
the Department of Corrections to comply with certain specific mandates of the
Agreement and could be read to suggest that the plaintiff purports to represent
the Laaman class plaintiffs. However, both in pleadings filed with the trial
court and in his brief, the plaintiff disclaimed any intention of doing so. The
plaintiff states in his brief that “it was never his intent to try and litigate a class
action,” and that he “ensure[d] on the record that he was not representing a
class of inmates.”

¶4 The Warden moved to dismiss the plaintiff’s complaint on three
grounds: (1) the plaintiff was not a party to the Agreement; (2) the Agreement
limits the right to enforce it to “only the named Laaman plaintiffs through class
counsel”; and (3) the plaintiff cannot bring an action on behalf of the entire

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Laaman class. The trial court granted the Warden’s motion to dismiss in a
margin order “for the reasons set out in the motion.” The plaintiff moved for
reconsideration, which the court denied. This appeal followed.

¶5 When reviewing a trial court’s decision to grant a motion to dismiss,
we examine whether the allegations in the plaintiff’s pleadings are reasonably
susceptible of a construction that would permit recovery. Doe v. Attorney
General, 175 N.H. 349, 352 (2022). We assume the facts alleged in the
plaintiff’s pleadings to be true and construe all reasonable inferences in the
light most favorable to the plaintiff. Id. We then engage in a threshold inquiry
that tests the facts in the complaint against the applicable law, and if the
allegations do not constitute a basis for legal relief, we must affirm the grant of
the motion to dismiss. Id.

¶6 The plaintiff contends that, because he is an inmate of the prison, he
can sue to enforce the Agreement. The Warden responds that the Agreement
does not provide every inmate an individual breach of contract claim to
challenge the day-to-day operations at the prison. Because the plaintiff has
disclaimed any intention of representing the Laaman class plaintiffs, we
address only whether the terms of the Agreement allow an individual inmate to
enforce it through an individual breach of contract claim, and conclude that it
does not.

¶7 Settlement agreements are contractual in nature and, therefore, are
generally governed by principles of contract law. Avery, 173 N.H. at 738. As a
general rule, only the parties to a contract have a remedy for breach of the
contract. See Arlington Trust Co. v. Estate of Wood, 123 N.H. 765, 767 (1983).
Third-party beneficiaries to a contract, however, can also sue to enforce a
contract where the parties to the contract intended them to have that right.
Brooks v. Trustees of Dartmouth College, 161 N.H. 685, 698 (2011). In such
cases, the contract must show “‘that the parties considered the third party’s
legal status and intended to confer upon him a right to sue the promisor.’” Id.
(quoting Paglin, Criteria for Recognition of Third Party Beneficiaries’ Rights, 24
New Eng. L. Rev. 63, 69 (1989)). Accordingly, to enforce the Agreement, at a
minimum the plaintiff must be either a party to, or an intended beneficiary of,
the Agreement. See id.; Arlington Trust Co., 123 N.H. at 767. Resolution of
these issues requires us to interpret the Agreement.

¶8 When interpreting a written agreement, we give the language used by
the parties its reasonable meaning, considering the circumstances and the
context in which the agreement was negotiated, and reading the document as a
whole. Found. for Seacoast Health v. Hosp. Corp. of America, 165 N.H. 168,
172 (2013). Absent ambiguity, the parties’ intent will be determined from the
plain meaning of the language used in the contract. Id. The interpretation of
unambiguous contractual language is a question of law, which we review de

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novo. Id. The determination of whether contractual language is ambiguous is
also a question of law subject to de novo review. Id.

¶9 The Agreement is comprised of the 1978 consent decree resolving the
federal class action lawsuit and modifications to that consent decree. See
Avery, 173 N.H. at 729. Those modifications include: (1) a 1990 modification
which deleted and replaced six sections of the 1978 consent decree; (2) a 1994
stipulation of settlement of vocational training issues; (3) a 2001 settlement
agreement modifying the 1990 agreement, relating primarily to the provision of
mental health services, and terminating federal jurisdiction over the matter;
and (4) a 2003 amended settlement agreement concerning the New Hampshire
Special Housing Unit.

¶10 Because the 1978 consent decree serves as the basis of the
Agreement, we begin with the language of that document. One provision of the
1978 consent decree addresses to whom it will apply:

8. This Consent Decree shall be applicable to members of the class
comprised of all inmates who are or will be incarcerated as duly
convicted felons at New Hampshire State Prison and are or will be
in the custody of the Warden or any other person or agency who in
the future may receive custody of any such inmates in lieu of the
Warden including but not limited to, inmates on work release, in
quarantine, punitive segregation, protective custody, trusty status,
and any category of inmates delineated in Appendix B, which is the
prison’s Classification Manual, and which is incorporated in this
decree, infra.

(Emphasis added). Another provision of the 1978 consent decree details
the process to be followed to enforce the Agreement:

9. In entering into this Consent Decree plaintiffs and defendants
have acknowledged that it is not their intention to provide an
extraordinary avenue of access to the courts to bring minute
details of the New Hampshire State Prison’s day-to-day operations
to the courts’ constant attention. The parties acknowledge that the
size of the prison staff alone and the nature of its operations may
lead to minor and isolated instances of noncompliance with
provisions of this Consent Decree which may be speedily resolved if
brought to the attention of the administration. Accordingly, the
parties acknowledge that a spirit of reasonableness and
cooperation should govern resolution of grievances arising under
this Consent Decree. The named Plaintiffs and their counsel agree
to consult, where possible, with the Office of the Attorney General
or the administration of the New Hampshire State Prison when a
report of noncompliance comes to their attention, to allow the

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 institution to either remedy the problem to the Plaintiffs’
satisfaction or to indicate disagreement with the report, prior to
instigating litigation.

(Emphasis added). The 1990 modified decree includes almost identical
language. See May 22, 1990 modified federal consent decree ¶¶ 7, 8. The
2001 settlement agreement includes similar language:

The parties acknowledge that a spirit of reasonableness and
cooperation should govern resolution of grievances arising under
this settlement agreement. The named plaintiffs and their counsel
agree to consult, where possible in the first instance, with the
Commissioner of the Department of Corrections and, thereafter,
with the Office of the Attorney General if a problem of
noncompliance comes to their attention, and to allow the
institution a reasonable amount of time to either remedy the
problem to the plaintiffs’ satisfaction or to indicate disagreement
with the alleged problem, prior to initiating litigation.

(Emphasis added).

¶11 We conclude that the language of the relevant provisions is
ambiguous regarding whether the signatories to the Agreement intended to
confer upon the plaintiff the right to sue individually to enforce it. See Brooks,
161 N.H. at 698. Ambiguity exists when a reasonable disagreement as to the
meaning of the contract’s language exists. See Greenhalgh v. Presstek, 152
N.H. 695, 698 (2005). Here, a reasonable disagreement exists. Paragraph 8 of
the 1978 consent decree states that it applies “to members of the class
comprised of all inmates who are or will be incarcerated as duly convicted
felons at New Hampshire State Prison.” Because the Agreement applies to the
plaintiff, it could be argued that he can sue under it individually as either a
party or as an intended beneficiary. But Paragraph 9 of the 1978 consent
decree, the 1990 modified consent decree, and the 2001 settlement agreement
specify that “[t]he named Plaintiffs and their counsel” will sue if their concerns
cannot be resolved informally. This language limits the right to sue to the
named plaintiffs only and suggests that the action would have to be brought as
a class action, a restriction that conflicts with a broad reading of paragraph 8.
Accordingly, the Agreement is ambiguous regarding whether an individual
inmate who is not a named plaintiff can sue individually to enforce it.

¶12 Because the language of the Agreement is ambiguous, we consider,
under an objective standard, what the parties, as reasonable people,
understood the language to mean. See Birch Broad. v. Capitol Broad. Corp., 161 N.H. 192, 196 (2010). In doing so, we examine the contract as a whole,
the circumstances surrounding its execution, and the object intended by the
Agreement, while keeping in mind the goal of giving effect to the intentions of

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the parties. Id. at 196-97. Although this analysis typically requires factual
findings, id. at 197, we can resolve an ambiguity as a matter of law when it
implicates a pure interpretive question. See Sunapee Difference v. State of
N.H., 164 N.H. 778, 790-91 (2013) (determining that when an ambiguous
contract term implicated a statute, we can resolve it as a matter of law). Here,
the ambiguity involves a pure interpretive question because the circumstances
surrounding the Agreement’s execution and object intended by it are
undisputed. See 11 Richard A. Lord, Williston on Contracts § 30:7, at 127 (4th
ed. 2012) (determining that a court can interpret an ambiguous contract so
long as the contract’s extrinsic evidence is undisputed). Thus, we can resolve
this ambiguity as a matter of law. See id.; Sunapee Difference, 164 N.H. at
790.

¶13 The underlying federal litigation began in 1975 when plaintiff
Laaman brought an action alleging that the defendants’ “emergency lockup of
the prison” violated his constitutional rights. See Laaman, 437 F. Supp. at
275. “The court appointed counsel and the case mushroomed into a broad-
based attack on the general living conditions at the prison.” Id. Laaman’s case
was consolidated with other pending cases into a single class action. Id. On
July 1, 1977 an order issued stating that the action had been “brought by
twelve named inmates on behalf of all persons who are or will be incarcerated
as duly convicted felons at the prison.” Id. at 275. The order made detailed
factual findings, required specific improvements in programs, services and
facilities at the prison, and required the defendants to submit a detailed plan
for implementing the requirements of the order. Id. at 275-331. The consent
decree resolving the original litigation and later settlement agreements included
specific requirements designed to address prison conditions. Together these
documents sought to create long-lasting changes for current and future
inmates, and made fundamental changes to the conditions of confinement to
improve prison conditions for all inmates. Laaman, 238 F.3d at 15 (stating
that the consent decree implemented the required relief to improve the prison’s
conditions); see also 1 William B. Rubenstein, Newberg on Class Actions §§ 1:1,
1:5, 1:6, at 2-3, 12-14, 16-17 (5th ed. 2011); 8 Alba Conte & Herbert Newberg,
Newberg on Class Actions §§ 25:1, 25:35, at 520-21, 615-16 (4th ed. 2002).
Together, the whole of the contract and the circumstances surrounding its
execution make clear that, even assuming without deciding that the plaintiff is
a party or an intended third-party beneficiary of the Agreement, he does not
have an individual right to sue to enforce the Agreement.

¶14 We agree with the Warden that it is clear from the language of the
Agreement, considered in the context of the circumstances surrounding its
execution, that the parties did not intend to confer upon individual future
inmates the right to sue individually to enforce the Agreement. Paragraph 9 of
the Agreement provides that “plaintiffs and defendants have acknowledged that
it is not their intention to provide an extraordinary avenue of access to the
courts to bring minute details of the New Hampshire State Prison’s day-to-day

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operations to the courts’ constant attention,” and provides a right to enforce it
to “named Plaintiffs and their counsel.” This language indicates that the
parties intended that the Agreement would be enforced only by a plaintiff
representing the entire plaintiff class, not by any individual inmate who is
merely a member of the plaintiff class. The circumstances surrounding the
Agreement’s execution support this interpretation. As we have noted, although
the underlying litigation was initiated by an individual plaintiff, the lawsuit
ultimately proceeded as a class action that aimed to improve conditions for all
inmates. The plaintiffs negotiated the Agreement as a class, and the
Agreement applies to them as a class. It follows that they must sue as a class
to enforce it.

¶15 We find additional support for the conclusion that the contracting
parties understood that an action to enforce must be brought by a person or
persons representing the class when we consider the language of the
Agreement in light of the rules that governed the underlying federal litigation.
Paragraph 9 of the 1978 consent decree, the 1990 modified consent decree,
and the 2001 settlement agreement all specify that “[t]he named Plaintiffs and
their counsel” will sue if their concerns cannot be resolved. (Emphasis added.)
It was not until 2003 that Federal Rule of Civil Procedure 23 was amended to
explicitly require that class counsel be appointed if a class is certified. See Fed.
R. Civ. P. 23(g)(1) advisory committee note to 2003 amendment. However, in
1978, when the parties agreed to the consent decree, Rule 23(a) provided that a
class action could be maintained only if, among other things, “the
representative parties will fairly and adequately protect the interests of the
class.” 28 U.S.C. app. Fed. R. Civ. Pr. 23(a) (1976) (amended 2003), and courts
used this rule “as an invitation to scrutinize the adequacy of class counsel as
well as the adequacy of the class representatives.” 1 William B. Rubenstein,
Newberg on Class Actions § 3.52 at 325-26 (5th ed. 2011). In light of this
reference to class counsel, we conclude that the language in paragraph 9
providing a right to enforce the Agreement to “named Plaintiffs and their
counsel” reflects the parties’ understanding that an action to enforce the
Agreement would have to be brought by counsel representing the class of
plaintiffs. It therefore stands to reason that the contracting parties did not
agree that individual inmates could sue to enforce the Agreement; rather, they
agreed that any action to enforce would have to be brought as a class action.1

1 Because the plaintiff in this case has disclaimed any interest in representing a class of plaintiffs,

we do not reach the questions of whether the Agreement would require the appointment of
counsel if an inmate sought to represent the class, or whether an inmate could bring a class
action to enforce the Agreement without having counsel. As the opinion notes, Federal Rule of
Civil Procedure 23 requires a court certifying a class to appoint counsel. New Hampshire Superior
Court Rule 16 (“Class Actions”) has no such requirement.

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 [¶16] We have considered the plaintiff’s remaining arguments, and have
concluded that they do not warrant further discussion. See Vogel v. Vogel, 137
N.H. 321, 322 (1993). Accordingly, we affirm the dismissal by the trial court.

Affirmed.

BASSETT and DONOVAN, JJ., concurred; HANTZ MARCONI, J., did not
participate in the final vote.

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