Heos v. Lawton ( 2012 )

THIS OPINION HAS NO PRECEDENTIAL VALUE.  IT SHOULD NOT BE CITED OR RELIED ON AS PRECEDENT IN ANY PROCEEDING EXCEPT AS PROVIDED BY RULE 268(d)(2), SCACR.

THE STATE OF SOUTH CAROLINA
In The Court of Appeals

Linda B. Heos, Respondent,

v.

Alfred M. Lawton, Appellant.

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Appeal from Richland County
Joseph M. Strickland, Master-in-Equity

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Unpublished Opinion No.  2012-UP-024 
Heard November 15, 2011 – Filed January 25, 2012

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AFFIRMED

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Eleanor Duffy Cleary, of Columbia, for Appellant.

James B. Richardson, Jr., and S.R. Anderson, both of Columbia, for Respondent.

PER CURIAM:  In this foreclosure action, Appellant Alfred Lawton (Purchaser) seeks review of a ruling by the Master-in-Equity interpreting an installment land contract as requiring Purchaser to pay 22.31 percent interest over a twelve-year period.  Purchaser also challenges the master's refusal to consider evidence outside the four corners of the contract on the ground that the contract is ambiguous.  We affirm.

1.  As to whether the parties' contract unambiguously required Purchaser to pay 22.31 percent interest over a twelve-year period, we find no error in the master's conclusion.  The contract required Purchaser to make 144 payments of $500 each, which produces an annualized interest rate of 22.31 percent.  This precise provision in the contract is clear and cannot be dismissed.  It is also reasonable to interpret the provision stating no interest is to be paid "on the payments of this contract" as meaning that no interest would accrue on late payments.  Rather, a late payment fee of $2.00 per day would be imposed.  Therefore, the contract is not ambiguous, and the master properly found the parties' contract required Purchaser to pay 22.31 percent interest over a twelve-year period.  See McGill v. Moore, 381 S.C. 179, 185, 672 S.E.2d 571, 574 (2009) (holding that a contract must be read as a whole "so that one may not create an ambiguity by pointing out a single sentence or clause"); S.C. Dep't of Natural Res. v. Town of McClellanville, 345 S.C. 617, 623, 550 S.E.2d 299, 302 (2001) ("A contract is ambiguous when the terms of the contract are reasonably susceptible of more than one interpretation.").

2.  As to whether the extrinsic written evidence presented by Purchaser was barred by the parol evidence rule, we find this evidence post-dated the contract, and, thus, was admissible to show a possible modification of the contract.  See Adamson v. Marianne Fabrics, Inc., 301 S.C. 204, 207, 391 S.E.2d 249, 251 (1990) (holding that although the terms of a completely integrated agreement cannot be varied or contradicted by parol evidence of prior or contemporaneous agreements not included in the writing, the rule does not apply to subsequent modifications). 

Nonetheless, there is no evidence in the record showing consideration given in exchange for any possible modification.  See Layman v. State, 368 S.C. 631, 640, 630 S.E.2d 265, 269 (2006) ("Once the bargain is formed, and the obligations set, a contract may only be altered by mutual agreement and for further consideration."); McPeters v. Yeargin Constr. Co., 290 S.C. 327, 331 350 S.E.2d 208, 211 (Ct. App. 1986) ("Valuable consideration may consist of some right, interest, profit or benefit accruing to one party or some forbearance, detriment, loss or responsibility given, suffered or undertaken by the other."). Further, Purchaser does not argue the contract was modified, but rather he asserts these documents show the intent of the parties at the time they executed the contract.  However, because the contract was not ambiguous, the extrinsic documents have no probative value as to the parties' intent at the time they executed the contract.

Based on the foregoing, the master's error in declining to consider the extrinsic documents that post-dated the contract is not reversible.  See Jensen v. Conrad, 292 S.C. 169, 172, 355 S.E.2d 291, 293 (Ct. App. 1987) (holding that a judgment will not be reversed for insubstantial errors not affecting the result).     

CONCLUSION

For the foregoing reasons, we affirm the master's order.

AFFIRMED.

SHORT, WILLIAMS, and GEATHERS, JJ., concur.