“Past or Present” Releases Do Not Unambiguously Bar After-Arising Claims at the Pleading Stage

I. Introduction

In Perfetti Van Melle USA, Inc. v. Dematic Corp. (6th Cir. Feb. 20, 2026), Perfetti Van Melle USA, Inc. (“PvM”), a confectionary manufacturer, sued Dematic Corp. (“Dematic”), an engineering firm, over a delayed and allegedly defective warehouse automation system (a custom “Mass Put Module”). The dispute centered on a 2018 contract (Proposal 140501) governed by Kentucky law and a later document styled as a “Change Order 4” that contained a broad mutual release.

The key issue on appeal was whether the release language—covering “any and all … past or present” claims “arising from or relating in any way to the Agreement”—clearly and conclusively barred PvM’s warranty-based and related claims at the Rule 12(b)(6) stage. The Sixth Circuit reversed the district court’s dismissal, holding it was not clear from the pleadings that the release defeated all claims as a matter of law.

II. Summary of the Opinion

The majority (White, J., joined by Moore, J.) held:

  • A release can be considered on a motion to dismiss when it is attached to the complaint (via Rule 10(c)), even though release is an affirmative defense.
  • Under Kentucky contract principles, the release’s express limitation to “past or present” claims does not unambiguously include “future” or after-arising claims.
  • Because PvM’s complaint plausibly alleged some failures continuing into a period after execution of the change order (December 15, 2021) and within the warranty period (through February 17, 2022), the pleadings did not conclusively establish that the release barred all claims.
  • The district court therefore erred in dismissing at the pleading stage; Dematic may still pursue the release defense on a fuller factual record.

Clay, J., concurred in part and dissented in part, agreeing that after-arising claims would not be covered, but concluding that PvM had not (and could not) plausibly allege any after-arising claims under Kentucky’s accrual rules for breach of warranty.

III. Analysis

A. Precedents Cited

1. Pleading standards and Rule 12(b)(6) framework

  • Shuler v. Garrett, 743 F.3d 170 (6th Cir. 2014): Established the de novo standard of review for Rule 12(b)(6) dismissals.
  • Ashcroft v. Iqbal, 556 U.S. 662 (2009) and Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007): Provided the “plausibility” standard; the court applied this to determine whether PvM plausibly alleged post-release breaches.
  • Cahoo v. SAS Analytics Inc., 912 F.3d 887 (6th Cir. 2019) (quoting Courtright v. City of Battle Creek, 839 F.3d 513 (6th Cir. 2016)): Reinforced the rule that courts must draw reasonable inferences in the plaintiff’s favor.
  • Meyers v. Cincinnati Bd. Of Educ., 983 F.3d 873 (6th Cir. 2020): Supported considering exhibits attached to the complaint at the motion-to-dismiss stage.

2. Affirmative defenses (including release) at the motion-to-dismiss stage

  • Estate of Barney v. PNC Bank, Nat. Ass'n, 714 F.3d 920 (6th Cir. 2013) (quoting Pfeil v. State St., Bank & Tr. Co., 671 F.3d 585 (6th Cir. 2012)): Generally, courts do not dismiss based on affirmative defenses unless the pleadings establish the defense.
  • VCST Int'l B.V. v. BorgWarner Noblesville, LLC, 142 F.4th 393 (6th Cir. 2025) (citing Jones v. Bock, 549 U.S. 199 (2007)): A complaint need not plead facts to avoid affirmative defenses; dismissal is appropriate only when the defense applies “as a matter of law” based on permissible materials.
  • Hensley Mfg. v. ProPride, Inc., 579 F.3d 603 (6th Cir. 2009): The Sixth Circuit’s often-cited formulation: dismissal is appropriate where “undisputed facts conclusively establish” the affirmative defense.
  • Marsh v. Genentech, Inc., 693 F.3d 546 (6th Cir. 2012): Guided the court’s approach to evaluating the release’s scope at the pleading stage.
  • Pfeil v. State St., Bank & Tr. Co., 671 F.3d 585 (6th Cir. 2012): The court cited its caution against dismissing absent facts supporting the defense, “even if the result delay[s] the inevitable.”

How these cases influenced the outcome: The majority used this line of authority to separate two questions: (1) whether it was permissible to consider the release (yes, because it was attached), and (2) whether it was proper to dismiss on it (no, because the complaint did not conclusively establish that all claims were within the release’s temporal scope).

3. Kentucky release/contract interpretation principles

  • Coffman v. AT&T, Corp., 678 F. Supp. 3d 880 (E.D. Ky. 2023): Stated that a valid release is a complete bar to later actions regarding claims within its scope.
  • Abney v. Nationwide Mut. Ins. Co., 215 S.W.3d 699 (Ky. Ct. App. 2006): Confirmed releases are contracts governed by ordinary contract principles.
  • First Commonwealth Bank of Prestonsburg v. West, 55 S.W.3d 829 (Ky. Ct. App. 2000): Characterized ambiguity as a question of law for the court.
  • Cantrell Supply, Inc. v. Liberty Mut. Ins. Co., 94 S.W.3d 381 (Ky. Ct. App. 2002): Provided the Kentucky definition of ambiguity (“susceptible to different or inconsistent interpretations”) and the consequence: extrinsic-evidence disputes become fact questions.
  • 3D Enters. Contracting Corp. v. Louisville & Jefferson Cnty. Metro. Sewer Dist., 174 S.W.3d 440 (Ky. 2005) and Frear v. P.T.A. Indus., Inc., 103 S.W.3d 99 (Ky. 2003): Reinforced “four corners” interpretation and ordinary meaning enforcement for unambiguous contracts.
  • Bays v. Mahan, 362 S.W.2d 732 (Ky. 1962): Supplied the ordinary-meaning approach (“ordinarily used meaning unless the context requires otherwise”).
  • Kentucky Shakespeare Festival, Inc. v. Dunaway, 490 S.W.3d 691 (Ky. 2016): Anchored the analysis in “plain language.”
  • Butt v. Independence Club Venture, Ltd., 453 S.W.3d 189 (Ky. Ct. App. 2014): Supported the view that absent limiting language, broad release terms can encompass a wide range of claims.

4. Kentucky authority on releasing future claims (if clearly stated)

  • Stavens v. Stikovac, 2018 WL 5778808 (Ky Ct. App. Nov. 2, 2018): Enforced a release that expressly included claims “that might arise in the future.”
  • Gibson Co. Real Estate, Inc. v. Garrett, LLC, 2013 WL 4710325 (Ky. Ct. App. Aug. 30, 2013): Enforced release language covering “past, present and future obligations.”

How these cases influenced the outcome: They undercut PvM’s broad argument that Kentucky categorically forbids releases of future claims. But they also sharpened the majority’s interpretive point: Kentucky will enforce future-claim releases when the text clearly says “future”—which this release did not.

5. Non-Kentucky comparative authority (used to frame arguments, not to set Kentucky law)

  • Sherman v. Am. Water Heater Co., Inc., 50 S.W.3d 455 (Tenn. Ct. App. 2001): Discussed temporal limitation and contrasted specific releases without temporal limitation.
  • Watson Carpet & Floor Covering, Inc. v. Mohawk Indus., Inc., 648 F.3d 452 (6th Cir. 2011): Distinguished based on Tennessee’s rule against prospective releases in a conspiracy accrual context.
  • U.S. Anchor Mfg., Inc. v. Rule Indus., Inc., 27 F.3d 521 (11th Cir. 1994) and Herbert v. Architect of the Capitol, 839 F. Supp. 2d 284 (D.D.C. 2012): Cited as distinguishable examples concerning how releases interact with later-accruing claims and policy contexts.

B. Legal Reasoning

1. The court’s core interpretive move: “past or present” means not “future”

The Sixth Circuit treated the release as a contract and applied Kentucky’s plain-meaning approach. The pivotal language released “any and all … past or present claims” “arising from or relating in any way to the Agreement.” The court held that the absence of the word “future” mattered. Broad phrasing (“any and all,” “known and unknown,” “foreseen and unforeseen”) did not erase the release’s explicit temporal limitation.

The court rejected Dematic’s argument that “foreseen and unforeseen” effectively covered future claims. In the majority’s reading, that phrase modified the parties’ awareness of existing claims (past or present), not whether claims had yet come into being.

2. Dismissal was improper because claim timing was not conclusively established

Even after concluding that the release does not bar after-arising claims, the court still had to decide whether PvM alleged any. The complaint alleged continuing “performance and safety failures” brought to Dematic’s attention “throughout 2021 and into early 2022,” and that the parties met “no later than early 2022.” Construing the complaint in PvM’s favor, the majority held it was plausible that at least some breaches occurred after the December 15, 2021 execution of the change order and within the warranty period. At that point, the release defense could not be resolved “as a matter of law” on the pleadings.

3. The court narrowed (but did not erase) the release’s effect on warranty claims

PvM argued that the release was ambiguous because it did not specifically mention “warranty.” The court disagreed: the release’s inclusion of “obligations” and its “any and all” scope “clearly covers warranty claims” that fall within its temporal reach. The majority’s holding was thus not a categorical win for warranty claimants; it was a temporal-scope holding:

  • Barred: warranty claims that arose between the agreed Final Acceptance date (Feb. 17, 2020) and execution of the change order (Dec. 15, 2021).
  • Potentially not barred: warranty claims that arose after execution and before the warranty ended (Feb. 17, 2022), because the release text did not extend to “future” claims.

4. “Agreement” was not ambiguous in context

PvM claimed the term “Agreement” was unclear because the change order itself had “Agreement” in its header. The Sixth Circuit treated this as a contextual reading exercise: the document identified “Agreement No. 140501,” called itself the “Order,” and repeatedly used “Order” versus “the Agreement” in a way that distinguished the change order from the underlying contract. Thus, “Agreement” meant the 2018 contract.

5. The dissent’s competing logic: accrual rules collapse “future” into “present”

Clay, J.’s partial dissent accepted the majority’s textual reading (“past or present” does not reach after-arising claims) but argued the remand was pointless. Invoking Ky. Rev. Stat. Ann. § 355.2-725(2), the dissent reasoned that warranty breach generally occurs at “tender of delivery,” so the alleged defects would be “present” by the time of acceptance/delivery—making the release dispositive. The majority declined to resolve that issue because it had not been raised by the parties as a statute-of-limitations or accrual argument and would benefit from adversarial development in the district court.

C. Impact

1. Drafting lessons: “past or present” is not “past, present, and future”

The decision’s most practical consequence is for contract drafters and settlement counsel. If parties intend to release after-arising claims, Kentucky-enforceable language should say so expressly—e.g., “past, present, and future,” or “existing or that might arise in the future,” as in Stavens v. Stikovac and Gibson Co. Real Estate, Inc. v. Garrett, LLC. This opinion signals that courts may treat “past or present” as a meaningful limit even when surrounded by expansive phrasing like “any and all” and “forever discharge.”

2. Litigation lessons: release defenses may be fact-bound even when the document is before the court

The ruling reinforces a procedural point with substantive bite: attaching a release to the complaint allows a court to consider it, but does not guarantee dismissal. If claim timing is uncertain, defendants may need discovery (or a more developed record) to prove that all alleged breaches accrued before execution.

3. Warranty and change-order disputes in complex installations

In projects with extended commissioning and ongoing operational issues, parties often use change orders to resolve billing disputes and fix acceptance dates. This opinion cautions that combining (i) backdated acceptance language and (ii) a release with limited temporal words may create residual exposure for post-execution failures—especially during a still-running warranty period.

IV. Complex Concepts Simplified

  • Release (as an affirmative defense): A contractual promise not to sue (or to give up claims). A defendant can defeat a lawsuit by showing the claims fall within the release’s scope.
  • “After-arising” (future) claim: A claim based on a breach or wrongful act that happens after the release is signed.
  • Ambiguity: Under Kentucky law, a contract is ambiguous if a reasonable person could read it in more than one way. If ambiguous, courts may consider extrinsic evidence and fact-finders may resolve intent.
  • Rule 12(b)(6) and affirmative defenses: Courts usually do not dismiss based on defenses like release unless the complaint and attached documents make the defense undeniable “as a matter of law.”
  • Final Acceptance and warranty timing: “Final Acceptance” can trigger final payment and start warranty timing; backdating acceptance can compress or shift warranty coverage, which can become a flashpoint when performance issues persist.

V. Conclusion

Perfetti Van Melle USA, Inc. v. Dematic Corp. establishes a clear interpretive and procedural takeaway in Sixth Circuit/Kentucky-law cases: where a release expressly covers only “past or present” claims, courts should not treat it as an unambiguous bar to after-arising claims, and dismissal is improper if the pleadings do not conclusively show all alleged breaches predate the release. The opinion is likely to influence both release drafting (explicit “future” language) and litigation strategy (developing a factual record on claim accrual and timing before expecting a release to end the case at the pleading stage).