Aztec Sound Corp. v. Western States Leasing Co.
| Decision Date | 01 May 1973 |
| Docket Number | No. 71--469,71--469 |
| Citation | 510 P.2d 897,32 Colo.App. 248 |
| Parties | AZTEC SOUND CORPORATION, Plaintiff-Appellee, v. WESTERN STATES LEASING COMPANY, Defendant-Appellant. . I |
| Court | Colorado Court of Appeals |
Frickey, Cairns and Wylder, P.C., Earl S. Wylder, Denver, for plaintiff-appellee.
A. L. Overton, Englewood, for defendant-appellant.
The controversy in this appeal evolved from a transaction between Aztec Sound Corporation and Western States Leasing Company. Aztec sued Western to recover an alleged $2,000 overpayment on the agreement and for damages for abuse of process. Judgment was entered in favor of plaintiff for the $2,000 overpayment, for an additional $2,000 for abuse of process, and for all costs of the action.
The facts of this case are as contained in the trial court's findings of fact which are not disputed by the parties except as indicated. Defendant's agent initiated contact with plaintiff, and, subsequently, the parties entered a transaction for the 'sale' of certain of plaintiff's manufacturing equipment to defendant with a related agreement wherein plaintiff was to lease the equipment from defendant for a stated period of time. The parties executed two documents, a bill of sale and a lease agreement. The lease agreement states that the equipment 'is, and shall at all times remain, the property of the Lessor' and that the leasing agreement 'constitutes the entire agreement between Lessor and Lessee.'
Plaintiff alleged that when this lease contract was executed, it did not contain all of the terms of the agreement between the parties. The court found in plaintiff's favor on this issue and determined that plaintiff and defendant made what was actually intended to be a loan agreement. The court found that the 'sale' evidenced by the bill of sale was only for purposes of securing a loan of money to plaintiff, who would pay defendant back in installments at 8% Interest. The court further found that the parties agreed that at the end of the 'lease' period plaintiff could buy back the equipment from defendant for one dollar.
Plaintiff made all the required payments under the lease agreement, but was not allowed to repurchase the subject equipment for one dollar. Upon termination of the lease, defendant notified plaintiff that to gain title to the property, plaintiff would have to pay defendant $493. Plaintiff refused to pay defendant this amount. Defendant then, on January 29, 1970, brought a replevin action in the Denver County Court alleging the value of the property to be $493.68. Defendant obtained a writ of replevin and entered upon plaintiff's business premises pursuant to it, but, without executing the writ, defendant abandoned the action. On February 19, 1970, defendant filed a second replevin action in the Denver Superior Court alleging the value of the property to be $2,000. Execution of the writ of replevin issued pursuant to that action was halted by a cash settlement.
Subsequently, plaintiff initiated this action alleging that, in order to prevent having all production in its manufacturing plant cease because of the removal of the subject equipment, it was forced to settle with defendant for $2,000 and to sign a document purporting to release defendant from all liability for actions connected with the leasing agreement and the replevin actions. Defendant sought to prove that the increase in the amount demanded for the subject equipment was due to increased costs, but the court found no justification for the quadrupling of the price.
Defendant initially contends that the lease agreement was an integrated contract containing the entire agreement of the parties and that the trial court erred in allowing and considering parol evidence to vary the terms of the contract from those contained in the written lease form. Where a written document is a complete and accurate expression of the agreement between the contracting parties, then evidence is not admissible for the purpose of varying or contradicting the terms of the written document. Miller v. L. C. Fulenwider, Inc., 146 Colo. 588, 362 P.2d 570. This rule does not apply where the writing does not contain all the terms and conditions of the agreement between the parties. Harmon v. Waugh, 160 Colo. 88, 414 P.2d 119. Whether the writing is a complete and accurate expression of the agreement, is a question of fact to be determined by the trial court. 3 A. Corbin, Contracts § 573 (1960 ed.). In the instant case, the court found that the written lease form was not an integrated contract. This factual determination is amply supported by evidence in the record, and we will not overturn it. Adler v. Adler, 167 Colo. 145, 445 P.2d 906. Therefore, it was proper for the trial court to admit and consider parol evidence to determine the terms of the actual agreement entered into by the parties.
Also a subject of controversy in this appeal is the sum awarded plaintiff on its claim for abuse of process. Although the trial court did in one instance refer to this award as exemplary damages, the findings of fact and conclusions of law of the court make it evident that the $2,000 sum awarded on this claim was compensation for damages suffered when defendants made certain trips to plaintiff's place of business ostensibly to recover the subject manufacturing equipment.
Colorado has not specifically recognized the tort of abuse of process. Where it has been recognized, establishment of a prima facie case, aside from proof of damages, requires proof of an ulterior purpose in the use of judicial proceedings...
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