Mistake, Memory, and Misunderstanding: Why the Release Still Stood

By: Jeffrey M. Haber

In Benowski v. Track Dr., LLC, 2026 NY Slip Op. 04466 (3d Dept. July 16, 2026), the Appellate Division, Third Department, affirmed summary judgment dismissing a contractor’s claim for unpaid retainage and other compensation arising from a commercial renovation project. Although the parties never executed a formal written construction contract, the Court enforced a January 2020 release under which the contractor acknowledged that $233,797.23 constituted the “entire unpaid balance” due and waived all claims relating to the project. The Court held that defendants established the validity of the release through documentary and testimonial evidence, and that plaintiff’s inability to recall signing the document, coupled with his alleged misunderstanding of its scope, was insufficient to create a triable issue of fact. As explained below, the decision underscores New York’s strong policy favoring enforcement of clear and unambiguous releases.

The Law

“Generally, a valid release constitutes a complete bar to an action on a claim which is the subject of the release. If the language of a release is clear and unambiguous, the signing of a release is a jural act binding on the parties.”[1] “Nevertheless, a release must be fairly and knowingly made and thus, like any other contract, may be set aside on the basis of fraud or mutual mistake.”[2] The defendant bears the initial burden to demonstrate that there has been a signed release, after which the burden shifts to the plaintiff to demonstrate “that there has been fraud, duress or some other fact which will be sufficient to void the release.”[3]

Benowski v. Track Dr., LLC

Benowski involved an electrical contractor engaged in the business of installing and maintaining electrical systems in residential and commercial properties. In 2019, plaintiff began installing electrical systems at a renovated commercial property located in Broome County, New York that is jointly owned by defendants Track Drive, LLC and PSM Limited Partnership. Due to plaintiff’s longstanding business relationship with Track Drive’s owners, no formal written agreement was executed to memorialize the scope of the work or the terms of the project. However, plaintiff provided Track Drive’s owners with a written project proposal at the outset of the project that detailed the nature of the work and the expected total price, which amounted to approximately $1.14 million. Although not specifically delineated in the project proposal, the amount listed therein also reflected a 10% retainer fee plaintiff expected to be paid at the end of the work.

Over the course of the project, plaintiff submitted invoices and payment applications to Track Drive’s representatives, which underwent an approval process. After the project encountered several delays, one of Track Drive’s owners purportedly asked plaintiff to forgo his retainer fee as a way of compensating one of the defendants, which was leasing space at the project site.

On January 7, 2020, after plaintiff had been paid approximately $800,000 for his work, he signed a written release in which he agreed to waive all claims pertaining to the project upon the receipt of an additional $233,797.23, which was listed as the “entire unpaid balance” due and owing to plaintiff and which did not include the 10% retainer fee. The release contained both plaintiff’s signature and printed name, as well as a signature by a witness. On the same date as the release, defendants paid plaintiff’s company the agreed-upon amount of $233,797.23.

In May 2021, plaintiff commenced the action seeking to recoup $140,738.47 from defendants, which included the 10% retainer fee plus an additional sum of money he claimed was owed for his work. In January 2022, the motion court denied defendants’ pre-answer motion to dismiss the complaint. Following joinder of issue and discovery, defendants moved for, among other things, summary judgment dismissing the complaint based upon the January 2020 release. Plaintiff opposed the motion and cross-moved for partial summary judgment dismissing defendants’ affirmative defense of waiver and release, arguing that he did not sign the release, it was not fairly and knowingly made, and it pertained only to the release of liens against defendants’ property and not claims against defendants for money owed under the project.

The motion court granted defendants’ motion for summary judgment, denied plaintiff’s cross-motion, and dismissed the complaint, finding that the clear and unambiguous language of the release barred plaintiff’s claims and that plaintiff failed to establish a genuine issue of material fact as to whether he signed the release and whether it was fairly and knowingly made. Plaintiff appealed.

The Appellate Division, Third Department, affirmed. 

The Court held that “[o]n this record, defendants satisfied their prima facie burden on their summary judgment motion by proffering evidence that plaintiff signed a broad and unambiguous release waiving his right to bring any claims against defendants pertaining to the project upon his receipt of the additional amount listed therein (which did not include the 10% retainer fee), that he was paid that sum of money and that he was witnessed signing the document.”[4] 

The Court’s conclusion was grounded in a record that, in its view, established each element necessary to enforce the January 2020 release. That record included deposition testimony, paid invoices relating to the project, payment applications submitted by plaintiff during the course of the work, plaintiff’s interrogatory responses, and the January 2020 release itself. Defendants supplemented the documentary evidence with sworn testimony from one of Track Drive’s owners, who testified that during a January 7, 2020, meeting plaintiff agreed to waive the retainage because of delays in completing the project and signed the January 2020 release memorializing that agreement. Defendants also offered deposition testimony from the individual responsible for project billing, who signed the release as a witness and testified that she personally observed plaintiff execute the document.

Based upon the submitted evidence, the Court concluded that defendants satisfied their burden, so that the burden shifted to plaintiff to demonstrate the existence of a triable issue of fact in opposition. The Court concluded that plaintiff failed to satisfy his burden:

On this record, even viewing the evidence in the light most favorable to plaintiff, we conclude that he did not raise a triable issue of fact sufficient to defeat defendants’ prima facie showing of entitlement to judgment as a matter of law dismissing the complaint. Plaintiff’s contention that the January 2020 final release is a release of liens against defendants’ property and not a release of claims against defendants to recover money for work performed under the project is flatly contradicted by the plain and unambiguous language of the document, which listed $233,797.23 as the “entire unpaid balance” owed to plaintiff and stated that receipt of such amount would “constitute payment in full and [would] fully satisfy any and all liens, claims, and demands which the [c]ontractor may have or assert against the [o]wner in connection with said contract or project” (emphasis added). Plaintiff also did not come forward with sufficient admissible proof to raise a genuine issue of fact as to whether he signed the final release, as “[s]omething more than a bald assertion of forgery is required to create an issue of fact contesting the authenticity of a signature” and, notably, plaintiff did not deny having signed the document but merely confirmed that he could not recall doing so.[5]

The Court also held that it was “unpersuaded by plaintiff’s argument that there [were] questions of fact as to whether the January 2020 final release was ‘fairly and knowingly made.’”[6] That argument was based on personal injury cases “in which an injured party signed a broad release waiving the ability to recover damages from an accident or employment discrimination cases “where a plaintiff signed a release purporting to preclude additional employment discrimination claims that were unknown at the time the release was signed.”[7] 

Addressing plaintiff’s argument that there was a misunderstanding as to the scope of the January 2020 release and whether it precluded his ability to recover the additional 10% retainer fee, the Court held that “plaintiff’s own unilateral mistake about the scope of the January 2020 release [was] an insufficient ground to set it aside.”[8]  Based upon the evidence plaintiff submitted, the Court concluded that “plaintiff fell short of raising a triable issue of fact as to whether the release was fairly and knowingly made.”[9] 

Takeaway

One of the principal takeaways from Benowski is that New York courts will enforce a clear and unambiguous release according to its terms, even in the absence of a formal written contract governing the underlying project. Once defendants established the existence of a signed release, payment of the stated consideration, and plaintiff’s execution of the document, the burden shifted to plaintiff to present admissible evidence sufficient to invalidate the release.

Benowski also highlights the difficulty of defeating a release through a claim of forgery or lack of recollection. Plaintiff did not deny signing the release; rather, he testified that the signature could be his and that he did not remember signing it. The Third Department held that such testimony was insufficient to create a triable issue of fact, particularly where witness testimony and expert analysis supported the authenticity of the signature.

The decision further demonstrates that courts focus on the objective language of a release, not a party’s subjective understanding of it. Plaintiff argued that the January 2020 document released only lien rights and not his claim for unpaid retainage. The Court rejected that position, holding that the release’s broad language expressly waived not only liens but also all claims and demands arising from the project.

Finally, the case illustrates the narrow circumstances under which a release may be set aside as not having been "fairly and knowingly made." Although releases may be invalidated based on fraud, duress, or mutual mistake, plaintiff’s contention amounted at most to a unilateral misunderstanding of the release’s effect, which was insufficient to avoid its enforcement.

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Jeffrey M. Haber is a partner and co-founder of Freiberger Haber LLP.

This article is for informational purposes only and is not intended to be, and should not be, taken as legal advice.

Unless otherwise stated, Freiberger Haber LLP’s articles are based on recently decided published opinions or litigation releases and not on matters handled by the firm. ___________________________________

[1] Centro Empresarial Cempresa S.A. v. AmÉrica MÓvil, S.A.B. de C.V., 17 N.Y.3d 269, 276 (2011) (internal quotation marks and citations omitted); see Salewski v. Music, 150 A.D.3d 1353, 1353-1354 (3d Dept. 2017).

[2] Ford v. Phillips, 121 A.D.3d 1232, 1234-1235 (3d Dept. 2014) (internal quotation marks and citations omitted).

[3] Centro, 17 N.Y.3d at 276 (internal quotation marks and citation omitted); see Cames v. Craig, 181 A.D.3d 851, 852 (2d Dept. 2020).

[4] Slip at *3 (citing M.M. v. Church of Our Lady of the Annunciation, 203 A.D.3d 1277, 1278 (3d Dept. 2022), lv. denied, 38 N.Y.3d 911 (2022); Ivasyuk v. Raglan, 197 A.D.3d 635, 637 (2d Dept. 2021).

[5] Id. at 3-4.

[6] Id. at *4.

[7] Id. at *4 (citations omitted).

[8] Id. (citing Church of Our Lady of the Annunciation, 203 A.D.3d at 1279-1280; Matter of Walter, 180 A.D.3d 1201, 1204-1205 (3d Dept. 2020); Ford v. Phillips, 121 A.D.3d 1232, 1235 (3d Dept. 2014)).

[9] Id. at *5 (citations omitted).