Royer Homes of Miss., Inc. v. Chandeleur Homes, Inc.
| Docket Number: | 2001-CA-01574-SCT | |
| Supreme Court: | Opinion Link Opinion Date: 10-23-2003 Opinion Author: Smith, P.J. Holding: Affirmed |
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| Additional Case Information: |
Topic: Contract - Release agreement - Ambiguity - Accord and satisfaction Judge(s) Concurring: Pittman, C.J., Waller, Cobb, Easley, Carlson and Graves, JJ. Non Participating Judge(s): Diaz, J. Dissenting Author : McRae, P.J. Procedural History: Dismissal Nature of the Case: CIVIL - OTHER |
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| Trial Court: |
Date of Trial Judgment: 09-24-2001 Appealed from: Pike County Circuit Court Judge: Mike Smith Disposition: Held that the claim at issue had been released. Case Number: 5315 |
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| Party Name: | Attorney Name: | |||
| Appellant: | Royer Homes of Mississippi, Inc. |
JACK G. PRICE |
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| Appellee: | Chandeleur Homes, Inc. | RONALD L. WHITTINGTON |
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Synopsis provided by:  If you are interested in subscribing to the weekly synopses of all Mississippi Supreme Court and Court of Appeals hand downs please contact Tammy Upton in the MLI Press office. |
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| Topic: | Contract - Release agreement - Ambiguity - Accord and satisfaction |
| Summary of the Facts: | Royer Homes of Mississippi, Inc., a manufactured home dealer, entered into sales and distribution contracts with Chandeleur Homes, Inc., a manufactured home manufacturer. In 1992, Royer filed suit against Chandeleur for unpaid warranty service and unpaid accounts receivable. In 1995, Chandeleur was acquired by Champion Enterprises, Inc., and in 1997, Royer sued Champion alleging breach of contract, tortious interference, common law fraud, and violations of anti-monopoly and unfair trade law. The parties entered into a settlement agreement. Thereafter, Royer resurrected the 1992 claim. Champion argued that the claim was released by the 1998 Release, and the court agreed and dismissed the case. Royer appeals. |
| Summary of Opinion Analysis: | Issue 1: Ambiguity Royer argues that the court erred in dismissing this litigation as a matter of law holding that the Release Agreement was not ambiguous. In contract interpretation, legal purpose or intent should first be sought in an objective reading of the words employed in the contract to the exclusion of parol or extrinsic evidence. Only if the contract is unclear or ambiguous can a court go beyond the text to determine the parties' true intent. Here, the Release Clause releases “any claim of any type in any way related to the business dealings on or before the date of [the] agreement between Royer, the Whites and Releasees.” The scope of the Release is unlimited to the release of claims arising before the execution. Therefore, the court did not err in finding that the Release was unambiguous and released the 1992 claim. Issue 2: Accord and satisfaction Royer argues that the court erred in finding an accord and satisfaction of the claim based on the Release Agreement. For an accord and satisfaction, something of value must be offered in full satisfaction of demand; the offer must be accompanied by acts and a declaration which amount to a condition that if the thing offered is accepted, it is accepted in satisfaction; the party offered the thing of value is bound to understand that if he takes it, he takes it subject to the conditions; and the party must actually accept the item offered. Royer received $2,080,000 as settlement of all claims asserted including those which could have been asserted against Chandeleur’s parent company, Champion Enterprises, and all of its parents, subsidiaries and affiliates. At that time, the 1992 lawsuit was pending, and those claims were asserted. The Release expressly stated that Royer’s receipt of settlement funds represented a full accord and satisfaction of “any and all claims which arose or may arise from any prior business dealings” between Royer and Champion. The settlement of all claims is clearly what was contemplated by the parties in the Release Agreement. |
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