Development Enterprises of Raleigh v. Ortiz
| Decision Date | 16 June 1987 |
| Docket Number | No. 8610SC1218,8610SC1218 |
| Citation | 356 S.E.2d 922,86 N.C.App. 191 |
| Parties | DEVELOPMENT ENTERPRISES OF RALEIGH, a North Carolina General Partnership, Plaintiff, v. Betty Faye Howard Bland ORTIZ; Estate of Donald E. Bland; North Carolina National Bank as Administrator, C.T.A. of the Estate of Donald E. Bland; Jeffrey Edwin Bland, Donna Helene Bland; Sumer Nicole Bland; Megan Elizabeth Bland; Elizabeth A. McCuiston Warren; Elizabeth A. McCuiston Warren, Administratrix of the Estate of William T. McCuiston; Estate of William T. McCuiston; Stephanie Anne McCuiston; William T. McCuiston, Jr. and William Tyler McCuiston, Defendants and Third-Party Plaintiffs, v. James L. McMILLAN, Jr., Curtis Westbrook, Ronnie W. Snotherly and Jerry A. Cook, Third-Party Defendants. |
| Court | North Carolina Court of Appeals |
James L. Blackburn, Raleigh, and Stephen T. Daniel & Associates by Stephen T. Daniel and Thomas C. Grella, Morganton, for defendants and third-party plaintiffs.
Boxley, Bolton & Garber by Ronald H. Garber, Raleigh, for plaintiff and third-party defendants.
A contract must be considered as a whole, considering each clause and word with reference to other provisions and giving effect to each if possible by any reasonable construction. State v. Corl, 58 N.C.App. 107, 293 S.E.2d 264 (1982); see also 4 Williston on Contracts § 619 (3d ed. 1961). When general terms and specific statements are included in the same contract and there is a conflict, the general terms should give way to the specifics. Wood-Hopkins Contracting Co. v. N.C. State Ports Auth., 284 N.C. 732, 202 S.E.2d 473 (1974); see also 3 Corbin on Contracts § 547 (1960).
Section 7 of the partnership agreement specifically deals with the death of a partner. Section 19 prohibits the partners from transferring their interests and provides that the remaining partners may purchase such transferred interest at a price determined by a majority vote. The trial court applied section 19 and concluded that defendants were strangers to the partnership agreement. The court further determined that section 19 enabled the remaining partners to purchase Bland's and McCuiston's interests from defendants for net book value.
The trial court inappropriately applied section 19 to the interests of the deceased partners. While section 19 deals generally with transferred partnership interests, it is section 7 that defines a deceased partner as a defaulting partner and provides that a defaulting partner is entitled to the net value of his interest in the partnership. Therefore, section 7 must be used to determine the value of defendants' interests.
However, section 7 is ambiguous with respect to the term "net value." When an agreement is ambiguous, it is for the jury to determine the parties' intent. Asheville Mall, Inc. v. F.W. Woolworth Co., 76 N.C.App. 130, 331 S.E.2d 772 (1985). Whether "net value" as used in the partnership agreement means net book value or market value is a question for the jury. Thus, we remand the case for a new trial for a jury determination of the meaning of "net value" as used in section 7 of the partnership agreement.
Defendants contend that they were denied the opportunity to present their claims against plaintiff and the third-party defendants. We disagree.
The trial judge asked defendants what evidence they had to support their claims and allowed them to offer proof of their claims for the record. After reviewing the record, we find no evidence in support of defendants' claims. The trial court did not err in dismissing defendants' claims against plaintiff and the third-party defendants.
Defendants also contend that the trial court...
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