Hoover v. Holbert
| Docket Number: | 2009-CA-01349-COA Linked Case(s): 2009-CA-01349-COA ; 2009-CT-01349-SCT |
|
| Court of Appeals: |
Opinion Link Opinion Date: 01-11-2011 Opinion Author: Irving, J. Holding: Affirmed. |
|
| Additional Case Information: |
Topic: Contract - Meaning of promissory note - Parol evidence rule Judge(s) Concurring: King, C.J., Lee, P.J., Myers, P.J., Griffis, Barnes, Roberts, Carlton and Maxwell, JJ. Non Participating Judge(s): Ishee, J. Procedural History: Bench Trial Nature of the Case: CIVIL - CONTRACT |
|
| Trial Court: |
Date of Trial Judgment: 07-23-2009 Appealed from: Jackson County Circuit Court Judge: Robert P. Krebs Disposition: Deemed Contract Valid and Awarded Plaintiff $100,000 Plus Interest Case Number: 2008-00527 |
|
| Party Name: | Attorney Name: | Brief(s) Available: | ||
| Appellant: | Dr. Rick Hoover |
KRISTOPHER W. CARTER |
|
|
| Appellee: | Dr. Rick Holbert | WILLIAM T. REED | ||
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. |
|
| Topic: | Contract - Meaning of promissory note - Parol evidence rule |
| Summary of the Facts: | Dr. Robert Holbert owned the Gautier Medical Clinic P.A. in Gautier. In 2000, Dr. Holbert sold the clinic to Dr. Rick Hoover. Around the time of the sale, Dr. Hoover executed a promissory note to Dr. Holbert in the amount of $100,000. Dr. Hoover refused to pay the note, claiming that it was merged into a subsequent asset purchase agreement. Dr. Holbert sued Dr. Hoover. The county court ruled in favor of Dr. Holbert, and Dr. Hoover appealed to circuit court which found that the promissory note was valid and affirmed the judgment of the county court. Dr. Hoover appeals. |
| Summary of Opinion Analysis: | Dr. Hoover argues that the parol-evidence rule strictly prohibits bringing in the prior promissory note to alter the unambiguous terms of the subsequent Asset Purchase Agreement and that summary judgment for Dr. Hoover was appropriate because the full agreed upon purchase price of $300,000 was paid in full. An appellate court first looks to the express wording of the contract itself, looking at the contract as a whole, to the exclusion of extrinsic or parol evidence. The canons of contract construction will then be applied if the parties’ intent is unclear. The meaning of the promissory note in this case can be ascertained from its express terms. The promissory note stated that it was “for remuneration for services and goods rendered.” No reference was made to the sale of the medical clinic, and the promissory note concluded by stating that: “This note represents a complete contract and does not require any further documentation for payment due.” The intent of the promissory note is clear from its terms: it represents a debt owed by Dr. Hoover to Dr. Holbert in the amount of $100,000 for “services and goods rendered.” The note indicated that the debt was personal as well as business related. The county court was correct in entering a judgment against Dr. Hoover for $100,000 plus interest and court costs, and the circuit court was correct in affirming that judgment. |
Home | Terms of Use | About the JDP | Feedback | Using JDP | MC Law Library | Mississippi Supreme Court
