Jones v. Destiny Industries, Inc., A97A0517

• Decision Date: 17 March 1997
• Docket Number: No. A97A0517,A97A0517
• Citation: 485 S.E.2d 225,226 Ga.App. 6
• Parties: , 97 FCDR 1542 JONES v. DESTINY INDUSTRIES, INC.
• Court: Georgia Court of Appeals

Page 225

485 S.E.2d 225

226 Ga.App. 6, 97 FCDR 1542

JONES v. DESTINY INDUSTRIES, INC.

No. A97A0517.

Court of Appeals of Georgia.

March 17, 1997.

Reconsideration Denied April 3, 1997.

J. Hugh Gordon, Tifton, for appellant.

Moore, Tyndall & Castellow, Lester M. Castellow, Moultree, for appellee.

BIRDSONG, Presiding Judge.

Appellant Verlon Jones appeals the order of the superior court granting appellee Destiny Industries' motion for directed verdict. Appellant brought suit against appellee for breach of an oral contract. Appellant who was an exclusive dealer of mobile homes for appellee in Sylvester, Georgia, entered an oral contract with appellee to move his business from Sylvester to Yulee, Florida; appellee agreed to provide appellant with an exclusive dealership sales area in the Florida location. Appellant moved to Yulee and incurred approximately $36,500 in relocation expenses. Appellant operated his dealership in the Yulee area for approximately one year and then contacted and obtained from appellee a commitment that he was to remain the exclusive Destiny dealer in Yulee. Approximately five weeks later, appellee notified appellant that it was terminating its contractual agreement with appellant and had selected a new dealership for its homes.

Appellant enumerates that the trial court erred in granting the directed verdict motion based on its determination that the agreement between appellant and appellee was terminable at will and lacked definite duration. Held:

1. The standard for granting a motion for directed verdict is that set forth in Pendley v. Pendley, 251 Ga. 30(1), 302 S.E.2d 554.

2. The averred contract in this case was an oral or parol contract. OCGA § 13-1-6 provides: "Parol contracts shall include only contracts in words as remembered by witnesses." Once evidence is admitted as to the terms of an alleged oral contract, applicable rules of contract construction or interpretation will be utilized to determine its scope and effect. The cardinal rule of contract construction is to ascertain the intention of the parties. OCGA § 13-2-3. Where the intent of the parties is clear and unambiguous, the court will look to the contract alone to determine the parties' intent. Howell Mill/Collier Assoc. v. Pennypacker's, Inc., 194 Ga.App. 169, 173(3), 390 S.E.2d 257. During its judicial examination of a parol contract, the court should apply appropriately the three-step process of contract construction discussed in Duffett v. E. & W. Properties, 208 Ga.App. 484, 486(2), 430 S.E.2d 858. A contract should be construed by examining the agreement in its entirety and not merely isolated clauses and provisions thereof. Id.

3. Mrs. Jones testified that the move to Yulee was made based on the promises made to them by appellee's agents and that it was her understanding that the Joneses would remain the exclusive dealers for appellee for more than ten months and, at least, for the same four-year time span that they had been the exclusive dealers for them in Sylvester, Georgia. Mrs. Jones believes that Destiny had promised them they would have the line "as long as [they] stayed committed to Destiny," that is, Destiny would never take the line from them as long as they sold Destiny mobile homes exclusively. She also testified as to various promises expressly made and kept by appellee; none of these express promises, however, pertained to the duration of the exclusive dealership contract. Mrs. Jones does not believe appellee treated them fairly because they were not allowed to continue under the exclusive dealership contract in Yulee long enough to recoup their expenses for moving to that area. She conceded that appellee kept all promises except as to the alleged duration of the exclusive dealership contract and the length of time the market area would be protected. However, appellee did protect the exclusiveness of the marketing area until it elected no longer to sell appellant its trailers. Mrs. Jones and appellant entered their "deal," regarding the move to Yulee with appellee Destiny and appellee's vice-president, Donnie Edwards.

Appellant testified and adopted, without objection, the entire testimony of his wife as his own. He further testified as follows: He would not have spent the money, time, effort and trouble to move to Yulee had he expected to have the exclusive Destiny dealership taken away from him in ten months. Appellant conceded that he had gone to Yulee based on a meeting with a Destiny sales representative who told him that the Yulee area had great sales potential, and he talked with a mobile home salesman who worked on the lot at Yulee. It was agreed that appellee's agents would give him a few thousand dollars DAP money (sales incentive payments) in advance to help him liquidate three homes in his Sylvester lot inventory, to pay the interest on that transaction, and "the promise to protect the territory" from encroachment by other Destiny dealers by giving appellant an exclusive Destiny dealership in that area. At the time he made the decision to move to Yulee in reliance on appellee's promises, the only thing appellee had told appellant was that they would give him an exclusive dealership in the Yulee sales area for an indefinite period of time. Appellant never had any discussion with appellee regarding any specific period of time that he would have the exclusive dealership in the Yulee sales area. Rather, appellant merely assumed that he would be able to stay in Yulee as long as he remained committed as an exclusive Destiny dealer. Appellant "assumed it would be indefinite as long as [he] stayed committed" to the exclusive sale of the Destiny line.

Applying the three-step test of contract construction in Duffett, supra, it was a question for the court to determine whether the oral contract was entered for an indefinite term. Appellant conceded in open court that the duration of the oral dealership contract was for an indefinite period of time. Moreover, even assuming appellee promised to continue its exclusive...