Samples v. Kamp-N-Go Systems, Inc. , 139 Ga. App. 324 ( 1976 )

139 Ga. App. 324 (1976) 228 S.E.2d 360

SAMPLES
v.
KAMP-N-GO SYSTEMS, INC. et al.

52472.

Court of Appeals of Georgia.

Argued July 13, 1976. Decided July 15, 1976.

Frank R. Cullum, for appellant.

Rice & Hardy, Max B. Hardy, Jr., Leon L. Rice, III, for appellees.

BELL, Chief Judge.

In this suit on a promissory note, one of the defendants, James T. Bell, moved for summary judgment, which motion was granted.

The facts are undisputed. Plaintiff contracted to sell real property to a third party who gave plaintiff a promissory note for $60,000 as earnest money. Defendant Bell endorsed this note. The contract provided: "... Purchaser's rights and duties under this contract shall be freely transferable and assignable by purchaser, either in whole or in part, and in the event of such transfer or assignment, seller shall look solely to the transferee or assignee for the performance of all obligations imposed upon purchaser in connection with this transaction." The note contained language that it "shall be subject to the terms and conditions of the [sales] contract." The contract was thereafter assigned to defendant Kamp-N-Go who failed to perform and this action followed. Held:

The contract and the note both contain clear and unambiguous language which the courts must enforce. UCC § 3-601 (2) states: "Any party is also discharged from his liability on an instrument to another party by any other act or agreement with such party which would discharge his simple contract for the payment of money." Code Ann. § 109A-3-601 (2). Whenever the principal debtor is discharged, the surety is also discharged. Brown v. Ayer, 24 Ga. 288. Here the maker of the note, or principal, was discharged by the express terms of the assignment clause to which the note was subject. This also operated to discharge the defendant endorser or surety.

Judgment affirmed. Clark and Stolz, JJ., concur.