Natl. City Bank, Akron v. Donaldson

• Decision Date: 15 June 1994
• Docket Number: No. 15867,15867
• Citation: 95 Ohio App.3d 241,642 N.E.2d 58
• Parties: NATIONAL CITY BANK, AKRON, Appellee, v. DONALDSON, Appellant.
• Court: Ohio Court of Appeals

Page 241

95 Ohio App.3d 241

642 N.E.2d 58

NATIONAL CITY BANK, AKRON, Appellee, v. DONALDSON, Appellant.

No. 15867.

Court of Appeals of Ohio, Ninth District, Summit County.

Decided June 15, 1994.

William Emley, Sr., Canton, for appellee.

Lorrine Holman, Akron, for appellant.

DICKINSON, Judge.

Defendant Juanita A. Donaldson has appealed from an order of the Summit County Court of Common Pleas that granted summary judgment to plaintiff National City Bank, Akron ("National City"). She has argued that the trial court: (1) incorrectly granted National City's motion for summary judgment; and (2) incorrectly denied her motion for leave to file an amended answer and counterclaim. This court reverses the judgment of the trial court because there was a genuine issue of material fact and National City was not entitled to judgment as a matter of law.

I

National City brought this action against Donaldson for money due pursuant to a promissory note that was signed by her and her son. The money borrowed pursuant to the note was used by her son to purchase a car. The note called for monthly payments of $317. Donaldson's son eventually defaulted on the note, and National City repossessed and sold the car. It then brought this action against Donaldson for $5,655.29, the deficiency owed on the note. Donaldson admitted signing the note, but denied any liability based upon it.

National City moved for summary judgment, arguing that there were no genuine issues of material fact and that it was entitled to judgment as a matter of law. Donaldson responded by filing an affidavit in which she stated that she had signed the note at the request of a salesman employed by the dealership that had sold the car to her son. According to Donaldson, the salesman visited her at her church for the purpose of obtaining her signature. She told him that she could not make monthly payments because Social Security was her only source of income. The salesman allegedly assured her that he would arrange things so she would not have to pay anything on the note:

"He told me, 'Mrs. Donaldson, you will not have to make any payments on this loan. I will have the monthly payments taken out of your son's service allowance each month, but I need your signature because you have good credit.' "

Based upon that alleged assurance, she signed the promissory note.

At the same time Donaldson filed her response to National City's motion for summary judgment, she also filed a motion for leave to file an amended answer and a counterclaim. The trial court granted National City's motion for summary judgment and denied Donaldson's motion for leave to file an amended answer and a counterclaim. Donaldson appealed to this court.

II

A

Donaldson's first assignment of error is that the trial court incorrectly granted National City's motion for summary judgment. In reviewing a trial court's grant of summary judgment, this court applies the same standard a trial court is required to apply in the first instance: whether there were any genuine issues of material fact and whether the moving party was entitled to judgment as a matter of law. Parenti v. Goodyear Tire & Rubber Co. (1990), 66 Ohio App.3d 826, 829, 586 N.E.2d 1121, 1122. Donaldson has argued that there remained a genuine issue of material fact before the trial court regarding whether she had actually entered into a contract with National City that obligated her to pay her son's debt.

In granting National City's motion for summary judgment, the trial court stated that Donaldson's affidavit, which she submitted in opposition to National City's motion for summary judgment, was "parol evidence and inadmissible." The parol evidence rule is a rule of substantive law that prohibits a party to a written contract from contradicting the terms of that written contract with evidence of alleged prior agreements, either written or oral:

"When two parties have made a contract and have expressed it in a writing to which they have both assented as the complete and accurate integration of that contract, evidence, whether parol or otherwise, of antecedent understandings and negotiations will not be admitted for the purpose of varying or contradicting the writing." 3 Corbin, Corbin on Contracts (1960) 357, Section 573; Burton, Inc. v. Durkee (1952), 158 Ohio St. 313, 49 O.O. 174, 109 N.E.2d 265.

A document that was agreed to by the parties as a "complete and accurate integration of [a] contract" is a prerequisite to application of the parol evidence rule. Presentation of a document that, on its face, appears to be a "complete and accurate integration of [a] contract" will often be sufficient to satisfy this prerequisite because the parties will acknowledge that they intended the document to serve that purpose. They may argue about the meaning of terms included in the document, or they may argue that they had an additional agreement outside the document, but they will acknowledge that the document was intended to be a "complete and accurate integration of [a] contract" at the time it was signed. In such a situation, the parol evidence rule will prevent one of the parties from presenting evidence tending to contradict a term found in the document. As stated by the Ohio Supreme Court in Dice v. Akron, Canton & Youngstown RR. Co. (1951), 155 Ohio St. 185, 191, 44 O.O. 162, 164, 98 N.E.2d 301, 303, reversed on other grounds (1952), 342 U.S. 359, 72 S.Ct. 312, 96 L.Ed. 398:

"A person of ordinary mind cannot say that he was misled into signing a paper which was different from what he intended to sign when he could have known the truth by merely looking when he signed. * * * If this were permitted, contracts would not be worth the paper on which they are written. If a person can read and is not prevented from reading what he signs, he alone is responsible for his omission to read what he signs." (Citations omitted.)

A different situation is presented, however, when one of the parties to what appears on its face to be a "complete and accurate integration of [a] contract" argues that the parties agreed that the document would not be an expression of an agreement between them. In that situation, the parol evidence rule has no application until the initial issue of whether the parties intended the proffered document to be an expression of their agreement has been resolved. Any otherwise admissible evidence is properly considered by a court in determining whether a proffered document was intended by the parties to be a "complete and accurate integration of [a] contract" between them:

"That a writing was or was not adopted as a completely integrated agreement may be proved by any relevant evidence. A document in the form of a written contract, signed by both parties and apparently complete on its face, may be decisive of the issue in the absence of credible contrary evidence. But a writing cannot of itself prove its own completeness, and wide latitude must be allowed for inquiry into circumstances bearing on the intention of the parties." 2 Restatement of the Law 2d, Contracts (1981), Section 210, Comment b; 2 Farnsworth on Contracts (2 Ed.1990), Section 7.4 at 211-213; 3 Corbin on Contracts (1960) 360, Section 573. As explained by the United States Court of Appeals for the Second Circuit, parties may execute a document that, on its face, appears to be a "complete and accurate integration of [a] contract," for reasons other than a desire to make an enforceable agreement:

"It is well settled that whatever the formal documentary evidence, the parties to a legal transaction may always show that they understand a purported contract not to bind them; it may, for example, be a joke, or a disguise to deceive others. * * * It is no objection that such an understanding contradicts the writing; a writing is conclusive only so far as the parties intend it to be the authoritative memorial of the transaction. Whatever the presumptions, their actual understanding may also be shown except in so far as expressly or implicitly they have agreed that the writing alone shall control. While it is true that an intent to make a contract is not necessary to the creation of a contract and that parties who exchange promises will find themselves bound, whatever they may have thought, nevertheless they will not be bound if they agree that their words, however coercive in form, shall not bind them." (Citations omitted.) In re H. Hicks & Son, Inc. (C.A. 2, 1936), 82 F.2d 277, 279; 3 Corbin, Corbin on Contracts, supra, at 393-396, Section 577.

In this case, National City presented the trial court with a document that, it claimed, Donaldson had signed as a "complete and accurate integration of [a] contract" between her and National City. That document, on its face, appeared to be a "complete and accurate integration of [a] contract" by which Donaldson had agreed to pay her son's debt:

"FOR VALUE RECEIVED, I, the Debtor, promise to pay to the order of NATIONAL CITY BANK, AKRON ('Bank')...