Ragland v. Curtis Mathes Sales Co.
| Decision Date | 16 October 1969 |
| Docket Number | No. 4853,4853 |
| Citation | 446 S.W.2d 577 |
| Parties | Alphonso RAGLAND, Appellant, v. CURTIS MATHES SALES COMPANY, Appellee. . Waco |
| Court | Texas Court of Appeals |
White, McElroy & White, Dallas, for appellant.
Herndon, Abramson & Schwiff, Dallas, for appellee.
This appeal is by Ragland from a takenothing judgment against him on his cross-action against appellee Curtis Mathes Sales Company, all other parties and issues having been finally disposed of.
Ragland negotiated for and obtained a distributor franchise from appellee, Curtis Mathes, on behalf of a corporation which he was to form, and did organize, with himself as principal stockholder. The undisputed evidence establishes that a written franchise contract, received in evidence without objection, was executed by this distributor corporation and accepted by appellee. The contract recited its purpose was to set forth the relationship between appellee and the distributor corporation in the sale of home entertainment instruments. It contained 16 paragraphs of detailed agreements concerning that relationship, including such subjects as displays, advertising, shipment and delivery, parts supply, servicing prices, payment, sales promotion, option to purchase instruments, warranties and cancellation, among others. It required the distributor corporation which Ragland formed to provide trained service personnel and adequate service to customers.
The contract provided: 'This agreement contains the full agreement between the parties' who agreed 'that there are no terms, conditions, representations or understandings except those set forth in this agreement', and that no other agreement, understanding or promise should be binding unless confirmed in writing.
Appellant executed a personal guaranty of payment of accounts by the corporation to appellee.
Appellant pleaded that he and appellee had agreed that he would advance funds for operation of the dealership and appellee would provide proper management; that he did advance money to operate the dealership, but appellee breached the agreement, and committed a tort by failing to provide proper management, and that he had suffered damages in loss of his investment, expenses and loss of earnings.
The court excluded evidence tendered by appellant as to this prior agreement pleaded by him, that appellee would furnish management, on the ground it violated the parol or extrinsic evidence rule. Appellant limited his point on appeal, under Rule 377a, to complaint of this ruling, and that is his point. Unless the evidence is admissible by virtue of one of the exceptions to the parol evidence rule relied on, the court's ruling is correct and judgment should be affirmed. Hubacek v. Ennis State Bank, 159 Tex. 166, 317 S.W.2d 30; Lewis v. East Texas Finance Co., 136 Tex. 149, 146 S.W.2d 977. We affirm.
Appellant urges he should not be bound by the parol or extrinsic evidence rule because he is not a party to the franchise agreement, it being a contract executed by the distributor corporation. We recognize that such an exception to the general exclusionary rule may apply under proper circumstances. See 13 Tex.Jur.2d, Contracts, Sec. 126, p. 297.
Appellant was the organizer of the corporation, formed by him to make functional the very written agreement for a franchise which he negotiated. He was principal stockholder of the corporation. He obtained the franchise for that corporation which...
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U.S. v. Vahlco Corp.
...a "stranger" to the contract, Peters v. Lerew, 139 S.W.2d 321, 327 (Tex.Civ.App.1940), error dismissed; see Ragland v. Curtis Mathes Sales Co., 446 S.W.2d 577, 578 (Tex.Civ.App.1969) (person who is alter ego of party, beneficiary of contract or in privity with party is not a stranger to the......
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Vanston v. Connecticut General Life Insurance Co., 72-2670.
...not precluded by the "prior agreements" language of the contract, set out supra. The principle was stated in Ragland v. Curtis Mathes Sales Co., 446 S.W.2d 577 (Tex.Civ.App.1969): The parol or extrinsic evidence rule "is particularly applicable where the writing contains a recital that it c......
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...Id.; Austin Shoe Stores v. The Elizabeth Co., 538 S.W.2d 677, 680 (Tex.Civ.App.--Waco 1976, writ ref'd n.r.e.); Ragland v. Curtis Mathes Sales Co., 446 S.W.2d 577, 579 (Tex.Civ.App.--Waco 1969, no writ). There are no allegations of fraud, accident or mistake in RTS's petition, and the contr......
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...contract contains a merger clause stating that the contract represents the parties' entire agreement. Ragland v. Curtis Mathes Sales Co., 446 S.W.2d 577, 579 (Tex.Civ.App.1969). The Distribution Agreement contains a merger clause. It states, in pertinent part: "All prior negotiations and ag......