Union Planters Nat. Leasing, Inc. v. Woods

• Citation: 687 F.2d 117
• Decision Date: 30 September 1982
• Docket Number: No. 82-4004,82-4004
• Parties: UNION PLANTERS NATIONAL LEASING, INC., Plaintiff-Appellee, v. Roderick D. WOODS, Defendant-Appellant. Summary Calendar.
• Court: United States Courts of Appeals. United States Court of Appeals (5th Circuit)

Page 117

687 F.2d 117

UNION PLANTERS NATIONAL LEASING, INC., Plaintiff-Appellee, v. Roderick D. WOODS, Defendant-Appellant.

No. 82-4004

Summary Calendar.

United States Court of Appeals,

Fifth Circuit.

Sept. 30, 1982.

Dorrance Aultman, Hattiesburg, Miss., for defendant-appellant.

Joseph E. Lotterhos, Jackson, Miss., for plaintiff-appellee.

Appeal from the United States District Court for the Southern District of Mississippi.

Before CLARK, Chief Judge, and POLITZ and HIGGINBOTHAM, Circuit Judges.

POLITZ, Circuit Judge:

Roderick D. Woods appeals the adverse grant of summary judgment in a suit by Union Planters National Leasing, Inc. for damages resulting from default of a written lease. Finding neither error in the use of the summary judgment vehicle nor abuse of discretion in the rulings by the district court, we affirm.

Facts

On March 23, 1978, Woods executed a lease agreement with Union Planters covering the rental of 10 soft-serve machines. He simultaneously signed an acceptance notice. The lease spanned 36 months and prescribed monthly payments of $1,841.73. The following August, Woods notified Union Planters of a change of address and, consistent therewith, all statements and communications were thereafter directed to Ammico, a corporation located in Poplarville, Mississippi. Subsequent payments were made by Edwin Poole.

A default in the January 1979 payment was rectified in March 1979. A repeat default in September 1979 was not cleared up and in December Union Planters notified Woods of the delinquent status. No further payments were made. In March 1980 the remaining payments were accelerated and the instant suit was filed.

After the joining of issue and completion of discovery, Union Planters moved for summary judgment. Thereafter Woods amended his answer and made Poole a third party defendant. Following a hearing, the district court granted Union Planters summary judgment on the lease payments; a decision on attorney's fees was deferred.

Woods sought a rehearing and moved to amend his answer for the second time. The district court disallowed the amendment, refused the rehearing, and awarded attorney's fees. Woods appeals the grant of summary judgment and the orders entered on his application for rehearing and on his motion to amend.

Summary Judgment

Rule 56(c) of the Federal Rules of Civil Procedure directs entry of summary judgment "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." See, e.g., In re Municipal Bond Reporting Antitrust Litigation, 672 F.2d 436 (5th Cir. 1982); Ortego v. Union Oil Co. of California, 667 F.2d 1241 (5th Cir. 1982); United States Steel Corp. v. Darby, 516 F.2d 961 (5th Cir. 1975). The party seeking summary disposition must demonstrate the absence of a genuine issue of material fact and the appropriateness of judgment as a matter of law.

Defense of a proper summary judgment motion requires more than a mere denial. Fed.R.Civ.P. 56(e). The party opposed to the motion "is required to bring forward 'significant probative evidence' demonstrating the existence of a triable issue of fact." In re Municipal Bond Reporting Antitrust Litigation, 672 F.2d at 440 (quoting Ferguson v. National Broadcasting Co., Inc., 584 F.2d 111, 114 (5th Cir. 1978)).

The record before us reflects that Woods signed the lease agreement, Union Planters performed as lessor but Woods did not discharge his obligations. There is no error, mistake, or fraud which would vitiate the contract. Woods explains his conduct by stating that he signed the contract as an accommodation for his friend Poole, and he maintains that the written agreement was orally modified to make Poole responsible for payment.

The basic facts are clear; the only controversy relates to the history of the lease agreement and the meaning to be ascribed to its terms. We are mindful that conventions " 'are not rendered ambiguous by the mere fact that the parties do not agree upon their proper construction,' " Freeman v. Continental Gin Co., 381 F.2d 459, 465 (5th Cir. 1967) (quoting Whiting Stoker Co. v. Chicago Stoker Corp., 171 F.2d 248, 250-51 (7th Cir. 1948)), and that disagreement over a contract's history does not automatically create a triable dispute of material fact. A contested fact must have some legal significance to be material to the resolution of a case; we will consider a factual disagreement only to the extent it involves relevant facts which would be admissible in evidence. Our examination of the record leads us to the conclusion that there are no material facts controverted, and that the disputed facts present no triable issue.

Modification and Ambiguity

Woods' contention that the lease was orally modified is not supported by the law of Tennessee, ¹ which holds that "(e)vidence of a prior or contemporaneous agreement inconsistent with or varying the terms of a written contract is, of course, inadmissible under the parol evidence rule." Strickland v. City of Lawrenceburg, 611 S.W.2d 832, 838 (Tenn.App.1980). Limited modification is allowed, Trice v. Hewgley, 53 Tenn.App. 259, 381 S.W.2d 589, 593 (1964), subject to the parties' contractual specification:

(T)he terms of a written agreement intended by the parties as a final expression may be explained or supplemented by evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement. Bunge Corp. v. Miller, 381 F.Supp. 176, 178 (W.D.Tenn.1974).

Strickland, 611 S.W.2d at 838 (emphasis added).

The lease agreement at bar specifically provides:

The provisions of this Lease are intended by the parties as complete, conclusive and final expression of their agreement with respect to the lease of the equipment and no other agreements or understanding, oral or written, made prior to or at the signing hereof shall vary to (sic) modify the written terms hereof. No amendments, modifications or releases from any provisions hereof shall be effective unless in writing and signed by both parties.

Any prior or collateral understandings the parties may have had were, by Tennessee law and the parties' determination, merged into the written agreement. Subsequent modification is allowed only if consistent with the contractual limitation. See Strickland; Cronbach v. Aetna Life Ins. Co., 153 Tenn. 362, 284 S.W. 72 (1926) (changes in terms of written insurance contract must be made in accordance with the contract's own provisions). ²

The lease is, by its own terms, "a complete and exclusive statement of the terms of the agreement," Strickland, 611 S.W.2d at 838. Woods may not offer evidence of contemporaneous oral or written amendment, or of subsequent oral modification. The district court correctly viewed Woods' "understanding" of the contract as not presenting a disputed fact material to the resolution of the litigation.

The district court also correctly disregarded Woods' claim that the contract was ambiguous. As we observed in Freeman v. Continental Gin Co.:

If the writing were ambiguous, then summary judgment would be improper, for the intent of the parties would then be a genuine issue of material fact. But the preliminary question whether an ambiguity exists is not a question of fact and is for the court to decide.... The mere raising of an unfounded charge of ambiguity does not bar summary judgment where the charge is disproven by undisputed documentary evidence.

381 F.2d at 465 (citations omitted). We are in accord with the trial judge that the lease "is clear and unambiguous by its very terms and on its face." We find no material, disputed fact in this contractual dispute. ³

Denial of Leave to Amend

Woods sought leave to amend his answer in order to plead fraud. Under Fed.R.Civ.P. 15(a), permission to amend "shall be freely given when justice so requires." The rule, however, "is not a mechanical absolute." Freeman, 381 F.2d at 468 (quoting Lone Star Motor Import, Inc. v. Citroen Cars Corp., 288 F.2d 69, 75 (5th Cir. 1961)). The decision whether justice requires amendment is committed to the discretion of the district judge, Zenith Radio Corp. v. Hazeltine Research, Inc., 401 U.S. 321, 91 S.Ct. 795, 28 L.Ed.2d 582 (1971); Daves v. Payless Cashways, Inc., 661 F.2d 1022 (5th Cir. 1981), reversible only for an abuse of discretion, Gregory v. Mitchell, 634 F.2d 199 (5th Cir. 1981). In the exercise of its discretion, the district court may consider such factors as prejudice to the opposing party, undue delay, repeated failure to cure deficiencies with prior amendment, bad faith, dilatory motive and futility of amendment.

In the instant case, Woods sought to amend his answer more than a year after suit was filed and nearly two years after he was notified of default. Discovery had been...