Mayberry v. Ememessay, Inc.

• Decision Date: 02 May 2002
• Docket Number: No. 6:01 CV 0054.,6:01 CV 0054.
• Parties: Sharon K. MAYBERRY, Plaintiff, v. EMEMESSAY, INC., d/b/a Lake Ridge Suzuki, Defendant.
• Court: U.S. District Court — Western District of Virginia

201 F.Supp.2d 687

Sharon K. MAYBERRY, Plaintiff, v. EMEMESSAY, INC., d/b/a Lake Ridge Suzuki, Defendant.

No. 6:01 CV 0054.

United States District Court, W.D. Virginia, Lynchburg Division.

May 2, 2002.

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Cary Powell Moseley, Davidson, Sakolosky, Moseley & Tiller, P.C., Lynchburg, VA, Elmer Woodard, Danville, VA, for plaintiff.

James Frederick Watson, Caskie & Frost, Lynchburg, VA, for defendant.

MEMORANDUM OPINION

MOON, District Judge.

This matter is the lead case in two consolidated cases, 6:01CV00054 and 6:01CV00070. Before the Court are the parties' cross motions in limine to exclude evidence, and the cross motions for summary judgment. For the reasons articulated below, both parties' motions in limine are DENIED. Defendant's motion for summary judgment is GRANTED in part and the Court reserves judgment as to the remainder of this motion, pending the outcome of the pre-trial conference scheduled for April 3, 2002. Plaintiff's motion for summary judgment is DENIED.

I.

Plaintiff in this case is Sharon K. Mayberry, ("Ms.Mayberry") a resident of Virginia. Defendant is Ememessay, Inc., ("Lake Ridge Suzuki"), a Virginia corporation. In April of 2001, Plaintiff went to Lake Ridge Suzuki with the aim of purchasing a used 2000 Suzuki Vitara sport utility vehicle. She sat down with a representative of the dealership, and executed a series of documents, including a Buyers Order, a Retail Installment Sales Contract ("credit contract"), an Acknowledgment of Receipt of Credit Disclosure, an Odometer Disclosure Statement, and an Agreement to Furnish Insurance. All of these documents were executed at essentially the same time, as steps that Plaintiff was required to take in order to purchase the automobile. Lake Ridge then handed Ms. Mayberry the keys to the Vitara, and she drove off the lot.

Plaintiff contends that by working through this transaction, she purchased herself a car. Defendant, in contrast, insists that the parties knew and understood that the sale was conditioned on the willingness of Triad Financial, a third-party lender, to agree to finance the vehicle. Thus, the purchase would not be complete without Triad's approval. A few days after the above-described transaction, Triad Financial informed Lake Ridge that it would not provide financing. As a result, Lake Ridge contacted Ms. Mayberry and advised her that she had two options: 1) return the car and void the sale; or 2) execute another credit contract (with virtually identical terms) with Toyota Motor Credit Corporation, which had agreed to operate as the lender for this transaction.

Ms. Mayberry objected, insisting that she should be able to make her monthly payments directly to Lake Ridge Suzuki pursuant to the terms in the original credit contract. Lake Ridge responded by repossessing the 2000 Vitara automobile. These lawsuits then ensued. Plaintiff alleges federal violations of the Truth in Lending Act ("TILA"), the Fair Credit Reporting Act, and the Motor Vehicle Information and Cost Savings Act. She has also filed state claims for fraud, wrongful repossession, conversion, breach of warranty, violations of Va.Code Ann. § 8.9-507, various violations of the Virginia Consumer Protection Act, and malicious prosecution.

II.

A.

The first issue before the Court involves the parties' cross motions in limine. Defendant's motion relates to several anticipated oral statements by Plaintiff. First, Defendant expects Plaintiff to testify that "a Lake Ridge employee told her, prior to the execution of the contract documents, that her financing was approved." Defendant argues that any such oral evidence should be excluded, as the contract is clear and unambiguous on whether financing had already been approved. Specifically, Defendant points to language in the buyer's order which reads:

FOR SALES INVOLVING DEALER ARRANGED FINANCING ONLY: This sale is conditioned upon approval of your proposed retail installment sale contract as submitted to or through the dealer. If that proposed retail installment sale contract is not approved under the terms agreed to with the dealer, you may cancel this sale and any down payment and/or trade-in you submitted will be returned to you, provided that any vehicle delivered to you by the dealer pursuant to this agreement is returned to the dealer in the same condition as delivered to you, normal wear and tear excepted, within twenty-four hours of written or oral notice to you of the credit denial.

By the terms of this agreement, it is clear that the parties did contemplate that a third-party lender would have to approve of the credit terms "agreed to with the dealer," and that there might be a "credit denial" by this third party. Thus, there would not be any valid, binding contract unless the condition subsequent — the approval of third-party financing — was met.

Evidence of any pre-approval, however, would not contradict this contractual term and would not alter the terms of the contract. The deal would remain conditional on the approval of financing. The evidence would only show that in the Plaintiff's case the financing had been "pre-approved," and thus the condition in the contract had been met. On this point, therefore, Defendant's motion is denied.

Defendant's motion in limine also seeks to exclude oral evidence that Defendant violated the Truth in Lending Act by failing to disclose to Plaintiff the terms of credit in a form that she could keep and take with her, prior to the consummation of the sale. In support of its motion, Defendant points to the Acknowledgment of Receipt of Credit Disclosure, which contains a statement that Plaintiff has been given "a fully completed but unsigned copy of a retail installment sale contract."

Again, this acknowledgment is a statement of a fact, not an alteration of a contractual term. It is simply a piece of evidence that goes to prove that Plaintiff did in fact receive the appropriate credit disclosures, as required under TILA. Plaintiff, however, is entitled to present other evidence that would tend to prove the opposite. Defendant cites to Walker & Laberge Co., Inc. v. First Nat'l Bank of Boston, 206 Va. 683, 146 S.E.2d 239 (1966), for the proposition that "it is not permissible for a party who has signed and delivered a valid written instrument to show that there was an agreement that he was not to be bound at all." While this is an accurate statement of the law, it does not control the issue raised by Defendant's motion. Here, any parol evidence that Plaintiff did not receive the credit disclosures would not be offered to show that there was a separate contractual agreement that she was not to be bound at all by the buyer's order or the credit contract. Plaintiff would offer this evidence not to change any term of the contract, but rather to show that the requirements of TILA had not been met. The parol evidence rule is therefore inapplicable. Defendant's motion on this point must be denied as well.

B.

In her motion in limine, Plaintiff argues that the buyer's order and credit contract are separate, independent contracts that must be interpreted independently from one another. In addition, Plaintiff posits that the other documents that were executed by the parties on that same day — the "acknowledgment of receipt of credit disclosure," the "odometer disclosure statement," and the "agreement to furnish insurance" — are not a part of any contract and should not be used to interpret the meaning of either the buyer's order or the credit contract. Plaintiff's motion in limine essentially seeks to have any evidence of these additional documents excluded as a violation of the parol evidence rule.

It is well settled law in Virginia that "if the intent of the parties can be determined from the language they employ in their contract, parol evidence respecting their intent is inadmissible." Golding v. Floyd, 261 Va. 190, 539 S.E.2d 735, 737 (2001); Amos v. Coffey, 228 Va. 88, 320 S.E.2d 335, 337 (1984). Plaintiff contends that the parol evidence rule is applicable in this case, on the theory that the other documents signed and executed at the dealership are merely pieces of extrinsic evidence that Defendant wishes to use to interpret the credit contract and the buyer's order. Additionally, Plaintiff insists that the credit contract and the Buyer's Order must be interpreted wholly independently from one another.

However, "where parties have entered into more than one document relating to a business transaction, `these documents should be interpreted together, each one assisting in determining the meaning intended to be expressed by the others.'" American Realty Trust v. Chase Manhattan Bank, 222 Va. 392, 281 S.E.2d 825, 830-31 (1981) (quoting J.M. Turner & Co. v. Delaney, 211 Va. 168, 176 S.E.2d 422, 425 (1970)); see also Hitachi Credit America Corp. v. Signet Bank, 166 F.3d 614, 626 (4th Cir.1999). In this case, Plaintiff and Defendant sat down on one day and executed several documents, all relating to the credit sale of a single automobile. All of these documents were signed because they were considered to be a part of the sale process. As such, these documents must be read together, so that "each document will be employed to ascertain the meaning intended to be expressed by the others." Countryside Orthopaedics, P.C., v. Peyton, 261 Va. 142, 541 S.E.2d 279, 284 (2001) (quoting Daugherty v. Diment, 238 Va. 520, 385 S.E.2d 572, 574 (1989)). Plaintiff's motion in limine is denied.

III.

The Court now considers the parties' cross motions for summary judgment. Summary judgment is appropriate according to Rule 56(c) if the movant is able to "show that there is no genuine issue as to any material fact and the moving party is entitled to a judgment as a matter of law." "The function of the judge at the summary judgment stage is not to determine the truth of a matter or to weigh credibility, but to determine whether there is any...