GYPSY C. GILLIAM,
Plaintiff
v
.
Wake County
No. 03-CVS-11132
A. C. HAWKINS,
Defendant
Douglass & Douglass, by Thomas G. Douglass, for plaintiff-
appellant.
Stephenson & Stephenson, LLP, by James B. Stephenson II and
Dena White Waters, for defendant-appellee.
HUNTER, Judge.
Gypsy C. Gilliam (“plaintiff”) appeals from a directed verdict
on 4 May 2004 in her action for damages for breach of contract and
unfair deceptive trade practice against A. C. Hawkins
(“defendant”). The issues before the Court are whether the trial
court committed reversible error in: (I) granting defendant's
motion for a directed verdict on the issues of breach of contract
and unfair deceptive trade practice, (II) finding insufficient
evidence to submit the case to the jury on the issue of breach of
contract, and (III) concluding that a letter signed and
incorporated by plaintiff at closing was unambiguous. In the summer of 1988, plaintiff agreed to sell her business,
Gypsy's General Store (“GSS”), a leased premise inside Raleigh-
Durham Airport (“RDU”), to defendant for the price of $150,000.00.
The purchase included GSS's assets, its good will, and the
remaining three-year lease for the space in which it was located at
RDU. Plaintiff's attorney drafted the “Agreement and Bill of Sale
for the Purchase of Assets” (“Agreement”) and prepared the
promissory note (“Note”) in the principal amount of One Hundred
Fifty Thousand Dollars ($150,000.00) plus interest at the rate of
ten percent (10%) per annum for twenty (20) years. Under the terms
of the Note, defendant was required to pay plaintiff monthly
installments of One Thousand Four Hundred Forty-Seven and 55/100
Dollars ($1,447.55).
On 24 August 1988, the parties met for the closing at
plaintiff's attorney's office. Before executing the Agreement and
Note, defendant raised concerns about plaintiff remaining, at RDU's
request, on the lease until the expiration of the three-year term.
Due to defendant's concerns, plaintiff's attorney drafted a letter
addressed to defendant from plaintiff. The letter, an amendment to
the Agreement, set out the obligations of defendant if he were to
lose the lease. The letter was read by both parties and signed by
plaintiff at defendant's request.
From 1988 until the end of 2000, defendant ran the GSS at RDU
and made his monthly payments to plaintiff pursuant to the
Agreement and Note. During this time, defendant also made
additional payments in order to reduce the principal. In total,defendant has paid Eighty-Seven Thousand Nine Hundred Sixty Three
and 95/100 Dollars ($87,963.95) to plaintiff.
After plaintiff's initial lease ended, defendant twice
negotiated his own lease from RDU for a total of nine years, at
which time plaintiff's name was removed from the lease. Defendant
eventually stopped using the name “Gypsy's General Store” and
operated the store under a new name, “Par Avion.”
In February 2000, RDU Airport Authority changed its leasing
policies by leasing all vendor space in the entire terminal to a
single company, who then subleased to individual vendors. In
response to this change in policy, defendant and his daughter
attempted to obtain a lease with the new management company.
However, they were denied a new lease because the new management
company wanted to bring in national chain concessionaires and
vendors.
Defendant's daughter notified plaintiff that the lease was not
being renewed, and that defendant was sending the final payment due
under the terms of their Agreement as amended by the letter.
Plaintiff insisted that their agreement required defendant to pay
the entire purchase price. However, defendant insisted that since
the lease had been lost under conditions that were not the fault of
either party, he was not obligated to pay the remaining balance.
Defendant sent a copy of the letter to plaintiff to confirm his
understanding of the contract. The letter sent by defendant
contained an alteration not found on plaintiff's copy of the
letter. After defendant refused to return plaintiff's phone calls,
plaintiff then filed an action for breach of contract and unfair
deceptive practices against defendant. Defendant denied the
allegations in the complaint and moved for directed verdict after
the plaintiff rested her case. Defendant alleged that even if the
letter was read as originally typed, he should still prevail
because (1) the language of the letter was clear that if the lease
was lost through no fault of either party, defendant would be
released from his obligation; or (2) that if the letter was
ambiguous, it must be interpreted in favor of defendant as the non-
drafting party. After hearing oral arguments from counsel for both
parties and reviewing the evidence presented, the trial court
granted defendant's motion.
Plaintiff contends the trial court erred in granting
defendant's directed verdict motion because there was sufficient
evidence to submit the breach of contract issue to the jury. We
disagree.
On a defendant's motion for directed verdict, the plaintiff's
evidence must be taken as true and considered in the light most
favorable to the plaintiff. The trial court should give the
plaintiff the “benefit of every reasonable inference that may
legitimately be drawn from the evidence, with contradictions,
conflicts, and inconsistencies being resolved in the non-movant's
favor.” Bryant v. Nationwide Mut. Fire Ins. Co., 313 N.C. 362,
369, 329 S.E.2d 333, 338 (1985); Whaley v. White Consol. Indus.,
Inc., 144 N.C. App. 88, 92, 548 S.E.2d 177, 180 (2001). “If thereis more than a scintilla of evidence supporting each element of the
non-movant's claim, the motion should be denied.” Poor v. Hill,
138 N.C. App. 19, 26, 530 S.E.2d 838, 843 (2000). The elements for
breach of contract consist of (1) existence of a valid contract and
(2) breach of the terms of that contract. Id.
Here, neither plaintiff nor defendant dispute the existence of
a valid contract between the parties, or that the letter was a
valid amendment to the contract. The letter, signed at the same
time as the Agreement and Note, amended the contract, and together
with the Agreement and the Note defined the rights, duties, and
obligations of the parties. The letter presented into evidence as
Plaintiff's Exhibit 3 reads:
Dear Mr. Hawkins:
This letter is to confirm our
understanding that through no fault on our
part you lose your right to continue to
operate Gypsy's General Store in the Raleigh-
Durham Airport, you will be no longer
obligated under the terms of the Agreement and
Bill of Sale executed this 24th day of August,
1988.
Very truly yours,
Gypsy C. Gilliam
The letter sent by defendant and marked as Plaintiff's Exhibit
4 contained an alteration. A “y” was added to the second “our,”
thus, the letter read: “through no fault on your part.”
Evidence was conflicting as to when a “y” was added to the
second “our” in defendant's letter. Plaintiff argues the “y” was
added fraudulently by defendant. Defendant denied making any
alterations to the letter, but contends that even without thealteration, the letter, as originally written, is unambiguous and
provides only a single interpretation.
In interpreting a contract, the court's principle objective is
to determine the intent of the parties to the agreement. Glover v.
First Union National Bank, 109 N.C. App. 451, 456, 428 S.E.2d 206,
209 (1993). Generally, “'[w]hen the language of [a] contract is
clear and unambiguous, construction of the agreement is a matter of
law for the court[,] and the court cannot look beyond the terms of
the contract to determine the intentions of the parties.'”
Financial Servs. of Raleigh, Inc. v. Barefoot, 163 N.C. App. 387,
395, 594 S.E.2d 37, 42 (2004) (citations omitted). The parties
will be presumed to have intended what the terms of the contract
clearly express. Id. at 395, 594 S.E.2d at 43.
However, if the terms of the contract are ambiguous then
resort to extrinsic evidence is necessary and the question is one
for the jury. Barrett Kays & Assoc. v. Colonial Building Co., 129
N.C. App. 525, 528, 500 S.E.2d 108, 111 (1998). Appellate review
of a trial court's determination of whether a contract is ambiguous
is de novo. Id.
An ambiguity exists in a contract when either the meaning of
the words or the effect of the provisions is uncertain or capable
of several reasonable interpretations. Id. Stated another way, an
agreement is ambiguous if there is uncertainty in the writing as to
what the parties' agreement was. Id. (citing International Paper
Co. v. Corporex Constructors, Inc., 96 N.C. App. 312, 317, 385
S.E.2d 553, 556 (1989)). Giving the plaintiff the benefit of every reasonable inference
and viewing the evidence in the light most favorable to the
plaintiff, the Agreement, as amended by plaintiff's letter, is
plain and unambiguous. The letter is addressed to defendant only
and is signed by plaintiff only. The letter does not mention
plaintiff's husband nor is plaintiff's husband mentioned in either
the Note or Agreement. The letter does not distinguish between the
two separate “our[s].” The terms of the contract clearly expresses
that if “through no fault on our part you lose your right to
continue to operate Gypsy's General Store in the Raleigh-Durham
Airport, you will be no longer obligated under the terms of the
Agreement[.]” The only logical interpretation of the letter is
that plaintiff and defendant had an understanding that if defendant
lost the right to continue to operate the store through no fault of
either party, he would no longer be obligated under the terms of
the Agreement. As the letter is plain and unambiguous, the court
cannot look beyond the terms of the contract to ascertain the
intent of the parties.
Plaintiff has failed to show defendant breached the terms of
the contract as set forth in the Agreement and amended by the
letter. Because plaintiff has failed to provide a scintilla of
evidence that prove a prima facie case as to each element of breach
of contract, plaintiff's appeal must be denied.
Affirmed.
Judges McGEE and LEVINSON concur.
Report per Rule 30(e).
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