Visual Graphics Leasing Corp., Inc. v. Lucia

Decision Date12 April 1993
Docket NumberNo. 1993,1993
Citation311 S.C. 484,429 S.E.2d 839
CourtSouth Carolina Court of Appeals
PartiesVISUAL GRAPHICS LEASING CORPORATION, INC., Respondent, v. Randy LUCIA, James E. Bessent and R & E Quality Printing, Appellants.

Angela L. Henry, Columbia, and J. Jackson Thomas, Myrtle Beach, for respondent.

GARDNER, Judge:

Visual Graphics Leasing Corporation, Inc., (Visual Graphics) sued Randy Lucia and James E. Bessent (Lucia and Bessent) for breach of contract and conversion of printing equipment. The Horry County Master-In-Equity held that Lucia and Bessent breached the lease agreement and owed Visual Graphics $24,435, plus attorney fees and costs totalling $19,704. We affirm on the merits and remand for specific findings as to the award of attorney fees.

FACTS

Lucia and Bessent formed a partnership and started a business called R & E Quality Printing. They contacted Harry Golden (Golden), a representative of the R.L. Bryan Company, to secure printing equipment. Under this arrangement, the R. L. Bryan Company sold the equipment to Visual Graphics with an agreement that the equipment would then be leased to Lucia and Bessent. In early 1987, Lucia and Bessent signed the lease agreement and a personal guarantee on the equipment. The testimony is conflicting as to which of the two leases Lucia and Bessent executed; however, both leases contained the same standard terms and conditions with two exceptions. The lease presented by Visual Graphics provided for a higher monthly payment and had documentary stamps on it.

Shortly after receiving the equipment, Lucia and Bessent stopped making lease payments. In May of 1987, a fire destroyed the building which housed R & E Printing and the leased printing equipment. The equipment was not insured. Lucia and Bessent claim Golden told them that Visual Graphics would insure the equipment and, therefore, they are not liable for the loss. Golden denies having made any such representation. Lucia and Bessent denied signing the Visual Graphics' lease and accompanying personal guarantee. Lucia and Bessent never received notice regarding insurance from Visual Graphics. An expert testified that the signatures on Visual Graphics' leasing agreement were those of Lucia and Bessent.

The Master found the agreement was complete and that the parole evidence rule prohibited any alleged contemporaneous oral modifications. He also found no proof of additional consideration for the alleged modification. He concluded that the terms of the agreement were unambiguous and that the lease placed the risk of loss on Lucia and Bessent.

DISCUSSION

Lucia and Bessent argue that Golden had apparent authority to act on behalf of Visual Graphics. In the instant case both leases, one of which Lucia and Bessent admittedly signed, contained the following provisions:

7. RISK OF LOSS OR DAMAGE

... Lessee assumes the entire risk of loss of damage to Equipment whether or not covered by insurance, and no such loss shall relieve Lessee of its obligations hereunder. Lessee, at its expense, shall keep Equipment insured to protect all interest of Lessor against all risks of loss or damage from every cause whatsoever, ... If Lessee fails to produce or maintain said insurance, ... Lessor shall have the right, but shall not be obligated, to obtain such insurance, ... and shall notify lessee in writing of the amount thereof.

* * * * * *

3. Equipment

(C) Lessee agrees that neither supplier nor any salesman, employee or other agent of supplier, or salesman, employee or other agent of lessor, is authorized to waive or alter any term or condition of this agreement, and no representation as to Equipment or any other matter by supplier ... lessor ... or other agent shall in any way affect lessee's duty to pay the rent and perform its other obligations as set forth in this agreement. (Emphasis added).

The concept of apparent authority depends upon manifestations by the principal to a third party and the reasonable belief by the third party that the agent is authorized to bind the principal. Orphan Aid Society v. Jenkins, 294 S.C. 106, 362 S.E.2d 885 (Ct.App.1987). The rental lease specifically states that the alleged principal, Visual Graphics, did not give the alleged agent, Golden, authority to modify the lease. The lease is evidence that Visual Graphics did not vest Golden with apparent authority. We hold that the trial court did not err in finding that Golden did not have apparent authority to modify the lease.

Furthermore, it is well-settled law that, absent fraud, accident or mistake, when the terms of a written instrument are unambiguous extrinsic evidence of contemporaneous statements, allegedly made by the parties to the agreement, are inadmissible if they contradict or vary the terms of the written agreement. Ray v. South Carolina National Bank, Inc., 281 S.C. 170, 314 S.E.2d 359 (Ct.App.1984). Therefore, the parole evidence rule prohibits evidence of the alleged contemporaneous oral agreement, between Golden and the partners, which contradicts the risk of loss provision in the lease. Accordingly, we hold that the trial court correctly ruled that the lease was unambiguous and that the alleged oral agreement was inadmissible.

Next, Lucia and Bessent contend the trial court erred by allowing Visual Graphics to question Lucia and Bessent regarding prior convictions of voluntary manslaughter and criminal conspiracy, respectively, because there is evidence of record that both...

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26 cases
  • State v. Lyles
    • United States
    • Court of Appeals of South Carolina
    • June 6, 2008
    ...commission of legal error is harmless if it does not result in prejudice to the defendant."); Visual Graphics Leasing Corp., Inc. v. Lucia, 311 S.C. 484, 489, 429 S.E.2d 839, 841 (Ct.App.1993) ("An error is not reversible unless it is material and prejudicial to the substantial rights of th......
  • State v. Martucci
    • United States
    • Court of Appeals of South Carolina
    • September 24, 2008
    ...commission of legal error is harmless if it does not result in prejudice to the defendant."); Visual Graphics Leasing Corp., Inc. v. Lucia, 311 S.C. 484, 489, 429 S.E.2d 839, 841 (Ct.App.1993) ("An error is not reversible unless it is material and prejudicial to the substantial rights of th......
  • State v. Lee-Grigg
    • United States
    • Court of Appeals of South Carolina
    • April 16, 2007
    ...reversible unless it is material and prejudicial to the substantial rights of the appellant." Visual Graphics Leasing Corp., Inc. v. Lucia, 311 S.C. 484, 489, 429 S.E.2d 839, 841 (Ct.App.1993). No definite rule of law governs finding an error harmless; rather, the materiality and prejudicia......
  • State v. Kirton
    • United States
    • Court of Appeals of South Carolina
    • December 17, 2008
    ...commission of legal error is harmless if it does not result in prejudice to the defendant."); Visual Graphics Leasing Corp., Inc. v. Lucia, 311 S.C. 484, 489, 429 S.E.2d 839, 841 (Ct.App.1993) ("An error is not reversible unless it is material and prejudicial to the substantial rights of th......
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