Crompton-Richmond Co., Inc.-Factors v. Smith
Decision Date | 16 May 1966 |
Docket Number | Civ. A. No. 33450. |
Citation | 253 F. Supp. 980 |
Parties | CROMPTON-RICHMOND CO., INC.— FACTORS v. E. P. Tatum SMITH, Jr. |
Court | U.S. District Court — Eastern District of Pennsylvania |
Leon S. Forman, Wexler, Mulder & Weisman, Philadelphia, Pa., for plaintiff.
Oliver C. Biddle, Ballard, Spahr, Andrews & Ingersoll, Philadelphia, Pa., for defendant.
This is a suit by Crompton-Richmond Co., Inc.—Factors (Factors) seeking to recover $25,000 from defendant on a written guarantee which provides:
The background of the controversy appears from these undisputed facts in the record:1
In December 1961, a factoring agreement was entered into between Factors and C. M. Jones & Company, Inc. (Jones Co.), personally guaranteed by management of Jones Co. In August 1962, defendant and three associates acquired the stock and control of Jones Co. As part of the transfer of ownership and control, defendant and his three associates executed guarantees in the total amount of $100,000 to replace the personal guarantees of former management, defendant's share of the total guarantee being limited to $25,000. At the time of the transfer, Jones Co. was indebted to Factors in a substantial amount. Thereafter, Factors made further loans to Jones Co. for a period of about five months, at the end of which time the amount owing to Factors was substantially higher than at the time of the transfer. In early 1963, an attempt was made by Jones Co. to effect an arrangement with creditors under Chapter XI of the Bankruptcy Act. The arrangement was not consummated, Jones Co. was adjudicated bankrupt and was liquidated. After liquidation, there remained due and owing to Factors an amount far exceeding the limit of defendant's guarantee. Following demand for and refusal of payment, this suit was instituted.
Plaintiff has moved for summary judgment under Rule 56 Fed.R.Civ.P., contending that there are no issues for trial since defendant's record admissions clearly establish his liability for the maximum amount under the written guarantee agreement. Defendant opposes the motion on the ground that the writing set out above was not the entire agreement between the parties. Defendant claims that the written guarantee was subject to a contemporaneous oral agreement imposing two conditions upon the written guarantee: (a) it was not to become effective for a period of one year, and then only if (b) Factors had furnished all necessary financial backing to Jones Co. during that one year period. According to defendant, neither condition was complied with, consequently there was a "failure of consideration" and Factors' rights under the guarantee "never ripened."
Factors' motion for judgment is based on the parol evidence rule. Its position is that, assuming arguendo that the contemporaneous oral agreement was in fact made, the parol evidence rule precludes proof of it. Without proof of the alleged contemporaneous oral agreement, there is no genuine issue remaining for trial and Factors is entitled to judgment in its favor. Plaintiff's position is well taken and summary judgment will be entered in its favor.
It is not necessary to decide whether the law of Pennsylvania or the law of New York is applicable,2 since the result is the same under both. The parol evidence rule is a matter of substantive law, not a rule of evidence. O'Brien v. O'Brien, 362 Pa. 66, 66 A.2d 309, 10 A.L. R.2d 714 (1949); Fogelson v. Rackfay Constr. Co., 300 N.Y. 334, 90 N.E.2d 881 (1950). Generally, the rule is that where parties have reduced their agreement to writing, the writing is the sole evidence of, and is, the agreement between the parties. The terms of the written agreement cannot be varied by parol evidence in the absence of fraud, accident or mistake. The rule applies if the writing is the entire agreement between the parties. Whether the writing is the entire agreement is a matter to be determined by the court, not by a jury. That determination must be made by examining the writing and comparing it with the alleged oral agreement. If the writing and the oral agreement relate to the same subject matter and if the court concludes that parties, situated as were the contracting parties, would normally have included both in the one agreement, then the subject of the alleged oral agreement must be considered as having been covered by the writing. Gianni v. R. Russell & Co., Inc., 281 Pa. 320, 126 A. 791 (1924); O'Brien v. O'Brien, supra; Fogelson v. Rackfay Constr. Co., supra.
I have examined the writing against the background of the circumstances existing when defendant signed the written guarantee. The writing is complete as to the subject it purports to cover. Comparing the writing with the alleged oral agreement, it is obvious that both deal with the same subject, defenda...
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