Phillips v. Jurotich
| Docket Number: | 2001-CA-01898-SCT | |
| Supreme Court: | Opinion Link Opinion Date: 01-23-2003 Opinion Author: Waller, J. Holding: Affirmed |
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| Additional Case Information: |
Topic: Contract - Ambiguity of agreement - Amended claim - Parol evidence - Statute of frauds - Section 15-3-1(a)- Equitable estoppel - Quantum meruit Judge(s) Concurring: Pittman, C.J., McRae and Smith, P.JJ., Cobb, Diaz, Carlson and Graves, JJ. Dissenting Author : Easley, J. Procedural History: Bench Trial Nature of the Case: CIVIL - CONTRACT |
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| Trial Court: |
Date of Trial Judgment: 12-05-2001 Appealed from: Lowndes County Chancery Court Judge: Dorothy W. Colom Disposition: The chancellor denied a probated claim. Case Number: 99-0129 |
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| Party Name: | Attorney Name: | |||
| Appellant: | In The Matter of the Estate of George Fitzner, Deceased: Oliver L. Phillips |
DAVID L. SANDERS
JEFFREY JOHNSON TURNAGE |
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| Appellee: | Julie Fitzner Jurotich, Administratrix, C.T.A. | JAMES W. CRAIG J. RANDOLPH LIPSCOMB |
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| Topic: | Contract - Ambiguity of agreement - Amended claim - Parol evidence - Statute of frauds - Section 15-3-1(a)- Equitable estoppel - Quantum meruit |
| Summary of the Facts: | Oliver Phillips, one of the partners in a limited partnership, filed a claim against the Estate of George Fitzner, the other partner. The court found that advances made by Phillips for the benefit of Fitzner were subject to a written memorandum agreement which restricted Phillips' recovery to assets from the partnership. Phillips appeals. |
| Summary of Opinion Analysis: | Issue 1: Ambiguous memorandum agreement A contract is sufficiently definite if it contains matters which will enable the court under proper rules of construction to ascertain its terms. Here, the chancellor spent a great deal of time analyzing the document and determining the meaning of its provisions and correctly found that the document does not contain any provision making Fitzner personally liable for repayment of Phillips' advances to the business. The document plainly states that Phillips will be repaid first for his disproportionate advances from any proceeds from the sale of the business. Therefore, the memorandum agreement was not ambiguous. Issue 2: Amended claim The chancellor allowed Phillips to amend his claim to show that the memorandum agreement may have been modified by a subsequent oral agreement, and the Estate argues that the amended claim modified the original claim and Phillips should not have been allowed to amend. Where an amendment in a claim against an estate increases the amount of the claim, sets up a new cause of action, and materially changes the basis of the claim, it is not allowable. Here, the amendment does not substantially modify the character of the original claim. The amount allegedly due to Phillips remained the same and the basis of the claim was not modified. Issue 3: Parol evidence At the evidentiary hearing, the court refused to allow Phillips to call witnesses who would testify that Fitzner had orally promised to repay Phillips unconditionally. Phillips argues that the court erred in refusing, because the parol evidence rule provides that prior and contemporaneous negotiations are merged only into the writings that are adopted by the parties as the final and complete expression of their agreement and nothing in the agreement ever indicated that it was a final and complete expression of all of their other agreements. Under the parol evidence rule, the intention of the contracting parties should be gleaned solely from the wording of the contract if the contract is not ambiguous. Because the chancellor correctly found that the memorandum agreement was unambiguous, the parol evidence rule excludes Phillips' proposed evidence of oral agreements made prior to the execution of the memorandum agreement. Issue 4: Statute of frauds Phillips argues that the court erred in holding that his claim relating to any oral modifications made after the execution of the memorandum agreement was barred by the statute of frauds. Section 15-3-1(a) provides that an action shall not be brought to charge a defendant upon any special promise to answer for the debt or default or miscarriage of another person unless the promise or agreement upon which such action may be brought, or some memorandum thereof, shall be in writing, and signed by the party to be charged. In this case, the only writing with respect to partners' contributions to the partnership was the memorandum agreement which specifically stated that Phillips would be paid from the proceeds of the sale of Plantation Pointe. Because Fitzner was not personally liable to repay Phillips, any alleged oral promise made by Fitzner falls within section 15-3-1(a). A promise to pay another's debt is a collateral obligation to which the statute of frauds applies. If Fitzner promised Phillips to repay Phillips for his unequal contributions to Plantation Pointe, the promise was a collateral undertaking to pay Phillips' debt. The only writing in evidence states that the partnership is responsible for the repayment of the contributions. Issue 5: Equitable estoppel Phillips argues that because he detrimentally relied upon Fitzner's promise to repay, equitable estoppel should apply. The doctrine of equitable estoppel applies to preclude a party to a contract from asserting the unenforceability of the contract because it is not in writing as required by the statute of frauds. Because Phillips received a proportionate increase in the capital of Plantation Pointe for every cash contribution, he did not act to his detriment. Issue 6: Quantum meruit Phillips argues that the oral promises should be enforced in quantum meruit. The doctrine of quantum meruit applies where there is no legal contract but where the person sought to be charged is in possession of money which in good conscience and justice he should not retain but should deliver to another. Quantum meruit is not applicable to this case because the Estate was not in possession of Phillips' money. Phillips' money was given to Plantation Pointe, not to Fitzner. |
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