George Robberecht Seafood, Inc. v. Maitland Bros. Co., Inc., 771023

• Decision Date: 08 June 1979
• Docket Number: No. 771023,771023
• Citation: 255 S.E.2d 682,220 Va. 109
• Parties: , 26 UCC Rep.Serv. 669 GEORGE ROBBERECHT SEAFOOD, INC. v. MAITLAND BROTHERS COMPANY, INC. Record
• Court: Virginia Supreme Court

Page 682

255 S.E.2d 682

220 Va. 109, 26 UCC Rep.Serv. 669

GEORGE ROBBERECHT SEAFOOD, INC. v. MAITLAND BROTHERS COMPANY, INC.

Record No. 771023.

Supreme Court of Virginia.

June 8, 1979.

C. Felix Cross, III, Richmond (Donald K. Butler, Wells, Morano, Axselle, Johnson & Butler, Richmond, on briefs), for appellant.

John A. Daly, Boston (Harold J. Goodman, Chesapeake, Gerald Alch, Boston, Mass., on brief), for appellee.

Before I'ANSON, C. J., and CARRICO, HARRISON, COCHRAN, HARMAN, POFF and COMPTON, JJ.

POFF, Justice.

This is an appeal from a judgment order entered April 28, 1977 granting defendant's motion for summary judgment on the pleadings.

George Robberecht Seafood, Inc. (plaintiff), filed an amended motion for judgment against Maitland Brothers Company, Inc. (defendant), seeking damages allegedly resulting from fraudulent representations and breach of warranties in the sale of an airplane, including costs of repair, loss of use, and loss of a perishable cargo. Plaintiff, a seafood merchant, alleged that defendant, a construction company, represented that all inspections required by law had been made and noted in the airplane's log and that the airplane was airworthy, in perfect condition and capable of transporting a cargo of 40,000 pounds a distance of 2,700 miles; that such representations were false representations of material facts; that defendant knew they were false; that defendant made them "for the express purpose of inducing the plaintiff to purchase said aircraft"; and that plaintiff relied upon defendant's representations in making the purchase.

Defendant denied the allegations of misrepresentation and filed a counterclaim seeking damages for plaintiff's use of defendant's credit card. Defendant filed as an exhibit with its answer an "Aircraft Delivery Receipt" memorializing the contract of sale. This document provided that it "shall not be extended, altered or varied except by written instrument", stated that the airplane is "accepted in 'As is Where Is' condition", and waived "all warranties, guaranties, conditions or liabilities", including all liability for direct and consequential damages.

The judgment order does not state the reason for the trial court's ruling. The reason, defendant believes, was that the trial court concluded that the parties intended the written contract to be the "final understanding and agreement with respect to the sale" and that the waivers and disclaimers it contained defeated plaintiff's cause of action. Pursuing that thesis, defendant argues that Code § 8.2-202 forbids the use of parol evidence to contradict the written contract; that Code § 8.2-316 excludes all implied warranties in a sale "as is"; that Code § 8.2-719, which authorizes contracting parties to "limit or alter the measure of damages recoverable", validates the covenants waiving all claims for damages; and that plaintiff was, therefore, bound by all the waivers and disclaimers written into the contract.

We find no merit in defendant's argument. Plaintiff's amended motion for judgment affirmatively alleged all of the elements of fraud in the inducement of a contract. See Brame v. Guarantee Finance Co., 139 Va. 394, 408, 124 S.E. 477, 481 (1924). While, as defendant says, contracting parties may waive their contractual rights and disclaim or limit certain liabilities, a "false representation of a material fact, constituting an inducement to the contract, on which the purchaser had a right to rely, is always ground for rescission of the contract by a court of equity." Wilson v. Carpenter, 91 Va. 183, 187, 21 S.E. 243, 244 (1895).

Fraud in the inducement of a contract is also ground for an action for damages in a court of law. Jordan v. Walker, 115 Va. 109, 117, 78 S.E. 643, 645 (1913). "When fraud in the procurement of the written contract is pleaded, parol evidence tending to prove the fraud is admissible", Stevens v. Clintwood Drug Co., 155 Va. 353, 359, 154 S.E. 515, 518 (1930), and the fact that...