## Facts

- George Steinbrenner was the principal owner and managing general partner of the New York Yankees.
- In March 1990, Major League Baseball Commissioner Francis T. Vincent began investigating Steinbrenner’s conduct and retained John Dowd to conduct a preliminary investigation.
- Dowd conducted interviews as part of the investigation. Phillip C. Rizzuti, a stenographer employed by Esquire Reporting Company, transcribed the interviews. Malcolm L. Elvey was also associated with Esquire.
- The interview participants agreed that only Dowd would receive the interview transcripts.
- At Dowd’s request, Rizzuti made stylistic and grammatical revisions to the transcripts (e.g., typographical corrections and other nonsubstantive modifications). Rizzuti believed the edits did not change meaning and believed witness notice was unnecessary because the transcripts were for Dowd.
- Steinbrenner later learned that revisions had been made. Instead of using a less expensive approach (reviewing marked-up drafts showing changes), Steinbrenner chose to compare the transcripts against Rizzuti’s stenographic notes to confirm accuracy, generating substantial expense.
- Based on changes in the transcript of his own interview, Steinbrenner demanded that Vincent end the investigation; Vincent refused.
- After negotiations (during which Steinbrenner did not raise transcript-related issues), Vincent and Steinbrenner entered an agreement permanently barring Steinbrenner from serving as the Yankees’ managing general partner. In that agreement, Steinbrenner executed a release of claims against Vincent and “any of his representatives” arising out of the investigation.
- Steinbrenner then sued Esquire Reporting Company, Rizzuti, and Elvey under New York law for notarial misconduct, injurious falsehood, and breach of fiduciary duty, seeking about $530,000 to recoup transcript-review and analysis expenses.
- Defendants moved for summary judgment, arguing (among other things) that the release barred the claims and that Steinbrenner lacked evidence of material wrongdoing or causation.

## Issues

1. Whether Steinbrenner’s release of claims against Vincent and “any of his representatives” barred Steinbrenner’s later claims against the court-reporting defendants who transcribed interviews for Vincent’s investigation.
2. Whether Steinbrenner raised a triable fact dispute that the transcript revisions were materially false or wrongful, and that defendants’ conduct proximately caused Steinbrenner’s claimed damages (including the costs of his chosen verification method).

## Decision

- The court granted defendants’ motion for summary judgment and dismissed the complaint.
- The court held the release barred the action because, in connection with the investigation, the court-reporting defendants functioned as Vincent’s representatives within the release’s objective meaning; Steinbrenner’s after-the-fact affidavit asserting a different personal belief did not create a triable issue.
- The court also found summary judgment appropriate on the merits because Steinbrenner did not present evidence that the edits were substantive or materially changed meaning, and he failed to show that defendants’ conduct proximately caused the $530,000 in claimed expenses, which stemmed from Steinbrenner’s discretionary choice of a more expensive review method.

## Legal Principles

- A written release is construed by its objective terms; a party’s later, subjective understanding cannot narrow unambiguous release language.
- A release extending to a party’s “representatives” may bar claims against non-signatories who acted on the released party’s behalf in the transaction or event that generated the dispute.
- At summary judgment, conclusory allegations and self-serving statements of belief do not substitute for evidence creating a genuine dispute of material fact.
- Tort and fiduciary theories premised on altered transcripts require proof of a meaningful falsehood or wrongful alteration and proof that the misconduct caused legally recoverable damages.
- Expenses a plaintiff elects to incur to investigate or verify a matter are not recoverable absent proof that the defendant’s actionable conduct forced those expenditures as a direct result.

## Conclusion

The court entered summary judgment for Esquire Reporting Company and its personnel because Steinbrenner had released claims arising from the MLB investigation against the Commissioner and the Commissioner’s representatives, which the court found included the court-reporting defendants who transcribed the investigative interviews, and because Steinbrenner failed to produce evidence that the stylistic transcript edits were materially wrongful or that defendants’ actions caused the substantial verification costs Steinbrenner chose to incur.


Steinbrenner v. Esquire Reporting Company, Inc., 1991 WL 102540 (1991)