Ray v. South Carolina Nat. Bank, Inc.
| Decision Date | 23 January 1984 |
| Docket Number | No. 0134,0134 |
| Court | South Carolina Court of Appeals |
| Parties | Ronald RAY, Appellant, v. SOUTH CAROLINA NATIONAL BANK, INC., Wayne Hayes and Hayes Home Improvement Construction Company, Inc., of whom South Carolina National Bank, Inc., is Respondent. James D. EDWARDS, Appellant, v. SOUTH CAROLINA NATIONAL BANK, INC., Wayne Hayes and Hayes Home Improvement Construction Company, Inc., of whom South Carolina National Bank, Inc., is Respondent. . Heard |
Marvin P. Jackson, Jr., Florence, for appellant.
Mark W. Buyck, Jr., Florence, for respondent.
The appellants-Ray and Edwards instituted this action under Code Section 15-53-10 et seq. seeking a declaratory judgment that they are not liable on the notes in question. The respondent-South Carolina National Bank (SCN) counterclaimed for judgment on the notes executed by Ray and Edwards to SCN. SCN's motion for summary judgment was granted by the Circuit Judge. We affirm.
During 1979, one Wayne Hayes, a construction contractor, attempted to obtain a loan from SCN. Hayes' attempts failed. Ray and Edwards then intervened on Hayes' behalf. Ray and Edwards both obtained loans from SCN and signed, in their own names alone, separate, unsecured promissory notes. The money received by Ray and Edwards was given to Hayes to finance certain construction contracts.
Both Ray and Edwards allege as part and parcel of the notes that SCN orally agreed to look primarily to these construction contracts for repayment of the loans, to keep both of them informed as to the status of these contracts, to collect the funds from these contracts in a diligent manner, and to notify them if any problem developed so that Ray and Edwards would have an opportunity to protect their interests. The two further allege that SCN has not performed the oral part of the agreement and that, as a result, they are entitled to a declaratory judgment relieving them from all liability under the notes.
SCN denies the existence of this oral agreement and asks that the notes be enforced.
A motion for summary judgment is properly granted when there is no genuine issue as to any material fact and the moving party is entitled to judgment as a matter of law. Circuit Court Rule 44(c); Jenkins Realty v. Hilton, 278 S.C. 624, 300 S.E.2d 594 (1983). In determining whether there exists triable issues of fact, all ambiguities, conclusions and inferences arising in and from the evidence must be construed most strongly against the movant for summary judgment. Eagle Construction Co. v. Richland Construction Co., 264 S.C. 71, 212 S.E.2d 580 (1975); William v. Chesterfield Lumber Co., 267 S.C. 607, 230 S.E.2d 447 (1976).
The Circuit Judge ruled that the notes are clear and unambiguous on their face and therefore speak for themselves. The alleged oral agreement was held to be inadmissible under the parol evidence rule. Where the terms of a written instrument are unambiguous, clear and explicit, extrinsic evidence of statements of any of the parties to it, made contemporaneously with or prior to its execution, is inadmissible to contradict, add to, subtract from, vary or explain its terms, in the absence of fraud, accident or mistake in its procurement. Proffit v. Sitton, 244 S.C. 206, 136 S.E.2d 257 (1964); Charleston & W.C. Ry. Co. v. Joyce, 231 S.C. 493, 99 S.E.2d 187 (1957); McLeod v. Sandy Island Corp., 265 S.C. 1, 216 S.E.2d 746 (1975). See also Suttles v. Wood, 312 S.E.2d 574 (S.C.App.1984).
Ray and Edwards argue that their testimony concerning the oral agreement is admissible because the agreement induced the execution of the notes. In support of this proposition, they cite the case of Gantt v. Van der Hoek, 251 S.C. 307, 162 S.E.2d 267 (1968), which states
[I]t is proper to admit testimony in proof of a contemporaneous or independent agreement on the same subject matter, the meaning of which is not at variance with the principal agreement. Especially is this true when the purpose of such contemporaneous or independent agreement was to induce the execution of and entering into the principal agreement. 251 S.C. at 317-318, 162 S.E.2d at 272.
There is no question that parol evidence is competent to show a distinct and independent agreement entered into between the parties to a written contract at the same time so long as the oral agreement does not contradict or vary the written one. Virginia-Carolina Chemical Co. v. Moore, 61 S.C. 166, 39 S.E. 346 (1901); Ballenger v. Macauley, 159 S.C. 389, 157 S.E....
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