Colafrancesco v. Crown Pontiac-GMC, Inc.

• Decision Date: 28 February 1986
• Docket Number: PONTIAC-GM,INC
• Citation: 485 So.2d 1131
• Parties: Joy M. COLAFRANCESCO v. CROWN, et al. 84-853.
• Court: Alabama Supreme Court

Page 1131

485 So.2d 1131

Joy M. COLAFRANCESCO v. CROWN PONTIAC-GMC, INC., et al.

84-853.

Supreme Court of Alabama.

Feb. 28, 1986.

Ernest Cory of Johnson & Cory, Birmingham, for appellant.

William C. Knight, Jr., F.A. Flowers III, and Carol H. Wolfe of Thomas, Taliaferro, Forman, Burr & Murray, Birmingham, for appellees.

ADAMS, Justice.

This appeal is taken from the Jefferson County Circuit Court's grant of summary judgment in favor of defendants and against plaintiff, Joy Colafrancesco. We affirm.

On July 6, 1982, plaintiff went to Doug Willey Pontiac, Inc. (which later changed its name to Crown Pontiac-GMC, Inc.), to buy a car. According to plaintiff, she was only interested in purchasing a new, 1982 automobile. She found a red, Datsun 310 which she claims the salesman told her was a 1982 model, but which in fact was a 1981 model car. She further claims that she relied on the salesman's representations because the car did not have a sticker affixed to it to indicate the year of manufacture, the cost, or its options. She decided to buy the car, and signed all the necessary papers, some of which, she admits, she did not read.

When plaintiff returned to the dealership one year later to buy a new 1983 model car, the salesman informed her that the Datsun 310 she had purchased the year before was a 1981 model car. According to plaintiff, this was the first time that she learned that the car she bought was a 1981, rather than a 1982, Datsun 310. Plaintiff subsequently filed suit on March 12, 1984, alleging, inter alia, breach of contract and fraud.

According to the affidavits submitted by defendants, plaintiff was initially shown a 1982 Datsun 310. After it became apparent that she could not afford to purchase the 1982 model, defendants showed her a new 1981 model Datsun 310, which was affordable to plaintiff because of the large discount given by defendants. It was this 1981 model, defendants assert, that plaintiff agreed to purchase from them.

Plaintiff offered evidence which showed that a 1982 owner's manual came with the car, that the application for a car tag and receipt reflected that the car purchased was a 1982 model car, and that these documents supported her belief that the car she bought was a 1982 Datsun 310.

Defendants offered undisputed evidence that proved that plaintiff knew, or should have known, that the car she bought was a 1981, rather than a 1982, model Datsun 310. First, the sales contract that plaintiff signed shows on its face that the car she agreed to purchase was a 1981 Datsun 310. At the time of purchase, plaintiff was given a warranty manual entitled: "WARRANTY INFORMATION FOR 1981 NEW DATSUN VEHICLES," which she admits receiving. The car was financed through a consumer loan from Jefferson Federal Savings and Loan Association. The note, bearing plaintiff's signature, describes the collateral as a "1981 310 Datsun," and plaintiff has been in possession of this note since July 8, 1982. Plaintiff was also in possession of a letter from an insurance agent which began: "Enclosed is the application for automobile insurance on your 1981 Datsun 310." Plaintiff admits signing the application, which describes the insured vehicle as a "1981 Datsun," and returning it to the insurance company. Furthermore, the temporary insurance binder and the permanent policy issued to plaintiff both describe the vehicle as a 1981 Datsun 310. Finally, plaintiff admits receiving the official certificate of title issued by the Department of Revenue on August 11, 1982, which also describes the vehicle as a 1981 Datsun 310, but claims that she did not open the envelope until after she filed this action.

After considering the pleadings and affidavits submitted by the parties, as well as the numerous documents referred to above, the court granted summary judgment in favor of all defendants as to both the contract claim and the fraud claim. Plaintiff filed a motion to set aside the summary judgment, which was denied, and this appeal followed.

On appeal, plaintiff asserts that the trial court erred when it granted summary judgment against her with respect to her claims for breach of contract and fraud. First, plaintiff argues that certain parol evidence demonstrated that she did not receive the car that she contracted for, and, therefore, that defendants breached the contract. In Shepherd Realty Co. v. Winn-Dixie Montgomery, Inc., 418 So.2d 871 (Ala.1982), this Court addressed the applicability of the parol evidence rule, stating:

Once a contract between two parties is reduced to writing, absent mistake or fraud, the courts must construe the contract as written. "Furthermore in the absence of ambiguity the court cannot interpret the contract but must take it as it is written." Darling Shop of Birmingham v. Nelson Realty Co., 255 Ala. 586, 52 So.2d 211 (1951).

....

The trial court was correct in refusing to admit parol evidence to show the "true intent" of the parties. It is fundamental that the parol evidence rule prohibits the contradiction of a written agreement by evidence of a prior oral agreement. The rule provides, generally, that when the parties reduce a contract to writing, intended to be a complete contract regarding the subject covered by that contract, no extrinsic evidence of prior or contemporaneous agreements will be admissible to change, alter or contradict such writing. Hartford Fire Insurance Co. v. Shapiro, 270 Ala. 149, 117 So.2d 348 (1960).

Id., at 874. This Court has also addressed this issue in Racquetball of Mobile, Inc. v. Wisser, 429 So.2d 1020 (Ala.1983):

Absent some evidence of fraud in procuring the maker's signature or concealing the contents of the note, a maker cannot contradict the note by a parol agreement made at the time of execution, and evidence which tends to contradict or vary or alter the terms of the note is not admissible. Steiner Bros. v. Slifkin, 237 Ala. 226, 186 So. 156 (1939); Perkins Oil Co. of Delaware v. Davis, 228 Ala. 190, 153 So. 417 (1934).

Id., at 1021.

Plaintiff failed to present even a scintilla of evidence of fraud in the procurement of her signature, or evidence that defendants in any way concealed the contents of the contract. Thus, the parol evidence rule applies to bar any evidence which would contradict the terms of the contract which plaintiff had signed. Furthermore, the contract contained a merger clause, which provides: "The above comprises the entire agreement pertaining to this purchase and no other agreement of any kind, verbal understanding or promise whatsoever, will be recognized." Plaintiff signed the contract immediately below this clause.

Merger clauses, like the one in the case sub judice, have been given effect in Alabama for years. In Stallings v. Savage, 206 Ala. 486, 90 So. 904 (1921), this Court held that parol evidence was properly excluded in an action for breach of contract in the sale of an automobile when the contract contained a clause which provided: "This constitutes the entire purchase contract." See also, Shepherd Realty Co. v. Winn-Dixie Montgomery, Inc., supra.

For the above-stated reasons, we are of the opinion that the trial court correctly granted summary judgment with respect to plaintiff's claim for breach of contract.

We now focus our attention on plaintiff's second contention, namely, that the court erred when it granted defendants' motion for summary judgment on her claim of fraud.

This fraud claim is governed by Alabama's one-year statute of limitations. See § 6-2-39(a)(5), Code 1975. ¹ The complaint in this case was filed on March 12, 1984. Plaintiff argues that, even though she received some documents in 1982 which...