Appeal by defendant from order entered 17 May 2006 by Judge
Yvonne Mims Evans in Burke County Superior Court. Heard in the
Court of Appeals 25 April 2007.
Byrd Byrd Ervin Whisnant & McMahon, P.A., by John W. Ervin,
Jr., for plaintiff.
Joseph C. Delk, III, for defendant.
ELMORE, Judge.
On 2 December 1999, Alton C. Woody (the deceased) and George
A. Ruppe (plaintiff) entered into a stockholders' agreement (the
agreement). The agreement stated, in pertinent part:
Article I. Purchase Obligations Upon Death.
Upon the death of a Stockholder, his
estate shall sell and the surviving
Stockholder shall purchase . . . the following
shares which the deceased Stockholder owned at
his death:
(a) 41,020 shares of Ruppe & Woody Associates,
Inc.;
(b) 5,600 shares of Kings Mountain Hosiery,
Inc.; and,
(c) 214 shares of Ruppe Hosiery, Inc.
Section 10.5. This Agreement is binding upon
and inures to the Stockholders and their
respective heirs, personal representatives,
successors and assigns, and the Stockholders
by the signing herof direct their personal
representatives to open theirs estates
promptly in the courts of proper jurisdiction
and to execute, procure and deliver all
documents and estate and inheritance tax
waivers, as shall be required to effectuate
the purposes of this Agreement.
Upon the deceased's death, plaintiff gave notice of his intent
to purchase the shares as permitted by the agreement, and tendered
the purchase price to the executrix of the estate, Patricia Ranae
Woody (defendant). Defendant refused to execute the transfer,
claiming that the transfer would be inequitable due to changed
circumstances since the agreement's execution. In response,
plaintiff brought suit, seeking specific performance under the
agreement. Plaintiff moved for summary judgment, and the trialcourt granted the motion in an order entered 17 May 2006. It is
from this order that defendant now appeals.
Defendant's sole argument on appeal is that the trial court
erred in granting summary judgment because there was a genuine
issue of material fact. We disagree, and affirm the trial court's
order.
“The standard of review on appeal from summary judgment is
whether there is any genuine issue of material fact and whether the
moving party is entitled to a judgment as a matter of law.”
Papadopoulos v. State Capital Ins. Co., ___ N.C. App. ___, ___, 644
S.E.2d 256, 259 (2007) (quotations and citation omitted).
This case principally required judicial
construction of [a] contract[]. Contract
interpretation depends in the first instance
on the language of the instrument itself.
When a written contract is free from
ambiguity, its interpretation is a question of
law for the court . . . . If, on the other
hand, the contract is ambiguous, its
interpretation usually requires a factual
determination of the intent of the parties; on
conflicting evidence of intent, the jury must
resolve the issue. The effect of ambiguous
language is ordinarily for the jury.
Citrini v. Goodwin, 68 N.C. App. 391, 394-95, 315 S.E.2d 354, 358
(1984) (citations omitted). Defendant suggests that the contract
is ambiguous. However, the only argument that she offers in
support of this contention is that in the six years since the
deceased and plaintiff entered into the agreement, there has been
a substantial change in the value of the shares and the companies,
and that the change will have a significant effect on the
deceased's heirs. While this may be true, the change in value inno way renders the agreement itself ambiguous. To the contrary,
the agreement is abundantly clear: each party agreed to sell a
controlling interest to the survivor on death; each party agreed
that a nominal amount, less than the market value, should be paid
for the shares; and each party agreed that specific performance
would be available as a remedy.
At most, defendant can show that the change brings the
parties' intentions into question. Yet this, too, fails to aid
defendant. “When a contract is in writing and free from any
ambiguity which would require resort to extrinsic evidence, or the
consideration of disputed fact, the intention of the parties is a
question of law.”
Anderson v. Anderson, 145 N.C. App. 453, 457,
550 S.E.2d 266, 269 (2001) (quotations, citations, and alterations
omitted). Accordingly, there was no question of fact before the
trial court; its grant of summary judgment was therefore
appropriate.
Affirmed.
Judges HUNTER and GEER concur.
Report per 30(e).
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