Stonecypher v. Georgia Power Co.
| Decision Date | 18 November 1936 |
| Docket Number | 11371. |
| Parties | STONECYPHER v. GEORGIA POWER CO. [*] |
| Court | Georgia Supreme Court |
On Rehearing December 16, 1936.
Certified Questions from Court of Appeals.
Action between J. E. Stonecypher and the Georgia Power Company. To review the judgment, J. E. Stonecypher brought error to the Court of Appeals, which certified questions to the Supreme Court.
Questions answered.
Syllabus by the Court.
1. Where one of the parties to a contract involving a purchase and sale of land executes and delivers to the other a deed conveying a described tract of land for a named sum of money a contemporaneous oral agreement obligating the grantee in the deed to purchase, at the option of the grantor and during the grantor's lifetime, an adjoining tract of land for an additional sum of money, will not be enforced, where it appears that the deed and the oral agreement constitute parts of the same contract, and where the terms of the oral agreement add to and vary those of the written instrument. Under such circumstances it will conclusively be presumed that the oral agreement merged into and became a part of the written instrument. It is true that in many cases parties have been permitted to establish and enforce contemporaneous oral agreements relating to and made in connection with written contracts; but these were instances in which the oral agreement was separate from and independent of the written contract, and where the terms of the oral agreement did not vary or contradict those of the written one. But where both agreements constitute parts of the same contract, or where the oral agreement, though separate and distinct, varies or contradicts the terms of the written instrument, it is unenforceable.
2. Where, in pursuance of a contract for sale of land, one of the parties to the contract executes and delivers to the other a deed conveying a certain tract of land in consideration of a stated sum of money, the deed making no reference to any oral agreement between the parties but appearing to represent a completed transaction, a contemporaneous oral agreement which obligates the grantee in such deed to purchase, at the option of the grantor during the grantor's lifetime, an adjoining tract of land for an additional sum of money, is violative of the provisions of the statute of frauds, and is not enforceable notwithstanding the fact that such oral agreement constitutes a part of the contract entered into for the sale of the lands.
3. As between the parties to the contract, the consideration of a deed may always be inquired into where the principles of justice require it, provided that the consideration is expressed only by way of recital, and not in such a way as to make it one of the terms and conditions of the instrument. When expressed only by way of recital, parol evidence is admissible to show that the true consideration of the deed is in fact different from the one stated merely by way of recital. However, one of the parties to a deed cannot, under the guise of inquiring into its consideration, engraft upon the instrument a new condition or covenant which imposes an additional affirmative obligation upon the other party. Therefore a suit for damages for breach of an oral agreement cannot be maintained where, in order to establish such agreement, it is necessary to vary the terms of a deed by imposing additional affirmative obligations upon one of the parties to the instrument.
The Court of Appeals (in case No. 24703) certified the following questions:
1. Where a deed, in which the only consideration recited is a stated money consideration, has been executed, conveying to the grantee a tract of land described in the deed, and the grantor has paid the consideration and gone into possession of the property conveyed, is an oral agreement between the parties, made as a part of the contract for the sale of the land, that the grantee agrees orally to purchase at the option of the seller during the seller's lifetime, an adjoining tract of land for a stated sum agreed on to be paid therefor, unenforceable as a part of the contract, upon the ground that it is an oral contemporaneous agreement which adds to or contradicts the terms of the contract as expressed in the deed?
2. Where a deed, in which the only consideration recited is a stated money consideration, has been executed, conveying to the grantee a tract of land described in the deed, and the grantee has paid the consideration and gone into possession of the property conveyed, is an oral agreement between the parties, made a part of the contract for the sale of the land, that the grantee agrees orally to purchase, at the option of the seller during the seller's lifetime, an adjoining tract of land for a stated sum agreed on to be paid therefor, unenforceable under the statute of frauds, as being a contract not in writing for the sale of land?
3. Where A owned a tract of land on which his residence is situated, and where B, a public utility, desired to erect a subpower station upon such land, and A did not wish to sell any portion of such tract to B for that purpose, because he feared that the location of the substation near his residence would injure the remainder of his property by becoming a dangerous nuisance, and where B informed A that this would not result from the location of the substation, but if A would sell to B that portion of his land desired for this substation as a cash price of $350, and if the location and operation of the substation ever, during the lifetime of A, became objectionable and a dangerous nuisance or injured A's remaining land or decreased its market value, A to be the judge thereof, that when a request so to do was made by A, B would purchase for cash the remainder of A's said premises, including his residence, for $5,650, and where A thereupon conveyed said portion of his land to B and received the cash consideration of $350 which was recited in the deed, and B took possession of such portion, was such oral agreement enforceable as constituting a part of the cofnsideration of the contract, so as to authorize a suit for damages by the grantor against the grantee for failure on the part of the grantee to perform his promise to purchase said property? See Stringer v. Stringer, 93 Ga. 320, 20 S.E. 242; Louisville & Nashville R. Co. v. Willbanks, 133 Ga. 15, 65 S.E. 86, 24 L.R.A. (N.S.) 374, 17 Ann.Cas. 860; Shapiro v. Steinberg, 175 Ga. 869, 166 S.E. 767; Johnson v. McComb, 49 Ga. 120; Duggan v. Dennard, 171 Ga. 622, 624, 156 S.E. 315; Brinson v. Franklin, 177 Ga. 727, 171 S.E. 287; Shapiro v. Steinberg, 179 Ga. 188 175 S.E. 1; Indiana Truck Corp. v. Glock, 46 Ga.App. 519, 168 S.E. 124; Simmons v. International Harvester Co., 22 Ga.App. 358, 96 S.E. 9; Code,§ 20-402(3); 22 C.J. 1162.
Winston Owen and Owen & Gross, all of Toccoa, and Wheeler & Kenyon, of Gainesville, for plaintiff.
Clyde M. McClure, of Toccoa, Erwin, Erwin & Nix, of Athens, and Colquitt, MacDougald, Troutman & Arkwright, of Atlanta, for defendant.
1. The rule of law that the terms of a valid written agreement which is complete and the terms of which are not ambiguous cannot be contradicted, added to, altered, or varied by parol agreements, is a settled legal proposition. It was well established at common law, and has been embodied in the statutory law of this State. It has also been consistently followed with approval by the courts of last resort in this and other jurisdictions. The purpose of the rule is to establish the finality of written contracts, and its wisdom is not a debatable question. As stated in one of the earlier decisions, it is 'pure pedantry to cite authority in support of this legal principle,' but the different phases of the subject have been treated with considerable elaboration in the following decisions: Robson v Harwell, 6 Ga. 589, 612; Bostwick v. Duncan, 60 Ga. 383, 387; Sullivan v. Cotton States Life Ins. Co., 43 Ga. 423, 427; Weaver v. Stoner, 114 Ga. 165, 167, 39 S.E. 874; Bush v. Rogan, 65 Ga. 320, 38 Am.Rep. 785; Brosseau v. Jacobs' Pharmacy Co., 148 Ga. 651, 98 S.E. 79; Roberts v. Investors' Saving Bank, 154 Ga. 45, 113 S.E. 398; Seitz v. Brewers' Refrigerating Machine Co., 141 U.S. 510, 51m, 12 S.Ct. 46, 35 L.Ed. 837. See, also, Code §§ 20-704, 38-501; 22 Corpus Juris, 1380. There is, however, a line of decisions in which parties have been permitted to establish and enforce contemporaneous oral agreements relating to and made in connection with written contracts. Brinson v. Franklin, 177 Ga. 727, 171 S.E. 287; Indiana Truck Corp. v. Glock, 46 Ga.App. 519, 520, 168 S.E. 124; New York Life Ins. Co. v. Thomas, 47 Tex.Civ.App. 149, 104 S.W. 1074; Cullmans v. Lindsay, 114 Pa. 166, 6 A. 332; Bonney v. Morrill, 57 Me. 368; Brown v. Hobbs, 147 N.C. 73, 60 S.E. 716. It is therefore necessary to differentiate between these two classes of decisions, and to determine whether the oral agreement set forth in the first question comes within the class that will be enforced, or is to be classified with those cases which the courts have held invalid. An examination of the statement of facts contained in the first question discloses that the deed and oral agreement described therein constitute parts of the same contract. It also disclosed that the grantee in the deed is obligated to purchase from the grantor an adjoining tract of land for an additional sum of money. This imposes upon the grantee an additional affirmative obligation, which is equivalent to engrafting upon the deed, a new condition or additional covenant. In other words, it varies the terms of the deed. It therefore appears that the contemporaneous agreement not only constitutes a part of the same contract as the deed, but that it also varies the terms...
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