North American Royal Coal Co. v. Mountaineer Developers, Inc.
| Decision Date | 20 December 1977 |
| Docket Number | No. 13751,13751 |
| Citation | 161 W.Va. 37,239 S.E.2d 673 |
| Parties | NORTH AMERICAN ROYAL COAL CO., and Chieftain Coal Co. v. MOUNTAINEER DEVELOPERS, INC. |
| Court | West Virginia Supreme Court |
Syllabus by the Court
1. "Extrinsic evidence of statements and declarations of the parties to an unambiguous written contract occurring contemporaneously with or prior to its execution is inadmissible to contradict, add to, detract from, vary or explain the terms of such contract, in the absence of a showing of illegality, fraud, duress, mistake or insufficiency of consideration." Syllabus point 1, Kanawha Banking and Trust Co. v. Gilbert, 131 W.Va. 88, 46 S.E.2d 225 (1947).
2. "Where one makes an unequivocal statement in writing that he will pay another a certain sum of money and the latter, in reliance upon such statement, performs to his detriment, as expected from the circumstances surrounding the parties, a contractual relationship is consummated, consisting of an offer and an acceptance, supported by sufficient consideration." Syllabus point 1, First National Bank of Gallipolis v. Marietta Manufacturing Co., 151 W.Va. 636, 153 S.E.2d 172 (1967).
James M. Sprouse, Charleston, for appellant.
Jones, Williams, West & Jones, Jerald E. Jones, Clarksburg, for appellees.
Chieftain Coal Company operated a strip mine on Galloway Land Company property in Harrison County, West Virginia and was obligated by its contract to obtain at its cost all bonds, insurance and strip mining permits; to backfill, regrade and recondition the mined premises; and to indemnify and save Galloway harmless "from all liability including its back filling operations or its failure to do proper backfilling."
On March 2, 1971, Chieftain assigned the contract to Mountaineer Developers, Inc., by an agreement that contained these material provisions:
That they (Mountaineer) will . . . assume all of the obligations of Chieftain Coal Company . . . (in the contract) and do further agree to indemnify and save harmless said Chieftain Coal Company from any and all claim or loss under said contract and agreement subsequent to the date of the agreement.
It is further understood and agreed . . . that Mountaineer Developers, Inc., under the supervision and control of Chieftain Coal Company, shall do all necessary backfilling upon the premises already mined under the terms of the contract and agreement hereby assigned.
Mining equipment was on the site, owned by North American Royal Coal Company and Chieftain. It was sold to Mountaineer by bill of sale also dated March 2, 1971, Mountaineer agreeing to pay off all indebtedness of North American and Chieftain secured by the equipment.
North American suffered $39,977.84 loss when Mountaineer failed to make the equipment payments. Chieftain's $3,000.00 bond with the state conditioned on...
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