O'MEARA v. Pritchett

776 P.2d 866, 97 Or. App. 329
CourtCourt of Appeals of Oregon
DecidedJune 28, 1989
Docket85-0552C; CA A48471
StatusPublished
Cited by7 cases

This text of 776 P.2d 866 (O'MEARA v. Pritchett) is published on Counsel Stack Legal Research, covering Court of Appeals of Oregon primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
O'MEARA v. Pritchett, 776 P.2d 866, 97 Or. App. 329 (Or. Ct. App. 1989).

Opinions

[331]*331JOSEPH, C. J.

Plaintiff appeals a judgment granting defendant United States National Bank’s (USNB) motion for a directed verdict. We affirm.

The parties do not dispute what happened. Plaintiff and Pritchett1 entered into an agreement to import and market satellite antennas from Mexico. Two corporations were also involved: ISM would import and ISS would market the antennas. Plaintiff and Pritchett agreed that plaintiff would pledge $30,000 cash as collateral to secure a letter of credit to be issued by USNB to ISM for payment for the initial shipment of antennas. On September 13, 1984, they went to a USNB branch to obtain the letter of credit and to execute the collateral agreement. Before executing any documents, they told USNB’s representative that, among other things, the letter of credit should provide for shipment of the goods by October 31, 1984, and that USNB should receive conforming shipping documents no later than November 15,1984. Those events and dates were stated in the letter of credit.

Plaintiff and Pritchett also told the representative that plaintiff would pledge $30,000 against the event that ISM would default on its obligations under the letter of credit. They discussed what would happen to plaintiffs $30,000 if the shipping documents were not presented by November 15. The representative said that, in that event, plaintiff “would keep his $30,000.” The representative also said that the collateral agreement and the letter of credit together would provide that plaintiff’s obligation in the transaction would end on November 15.

Pritchett, as president of ISM, signed the application for the letter of credit. Plaintiff then signed the collateral agreement on USNB’s form, which provides that plaintiff grants USNB a security interest in the collateral to secure “the indebtedness,” defined as

“all obligations, debts and liabilities of [ISM] * * * to [USNB] or any claim by [USNB] against [ISM] * * * heretofore, now or hereafter made, incurred, or created * *

[332]*332It also provides that USNB “may grant an extension of time to or renew any obligation of [ISM] * * * or exchange or release any collateral or other security without first obtaining the consent of the undersigned.” Plaintiff assigned a $30,000 certificate of deposit to USNB as the collateral. The collateral agreement did not contain the termination date that plaintiff and Pritchett had discussed with USNB’s representative or any termination date. It contains no express reference to the underlying antenna purchase transaction or the letter of credit.2

The goods were not shipped by October 31, and the shipping documents were not presented by November 15. ISM and USNB extended the letter of credit to December 15,1984, without plaintiffs knowledge or consent. In January, 1985, plaintiff discovered that Pritchett was attempting to accept late delivery of the goods. When plaintiff asked USNB to release his funds, he learned that ISM had already accepted late delivery and presentation of the shipping documents, had waived discrepancies in the documents and had authorized USNB to pay the seller on the letter of credit. In the meanwhile, plaintiffs certificate of deposit had been automatically renewed. When it again matured and ISM had not paid its debt to USNB, the bank collected the $30,000 deposit, plus interest, for its own account.

Plaintiff brought this action to recover $30,000. At trial, he introduced evidence of the conversations with USNB’s representative and the purported agreement to return his $30,000 after November 15.3 At the close of plaintiffs case, the court struck the evidence of the conversations on the ground that the collateral agreement was a fully integrated contract and that parol evidence could not be permitted to vary or contradict its terms and directed a verdict for USNB.

[333]*333Plaintiff contends that the collateral agreement does not contain all of the terms of the parties’ agreement, because it does not state when plaintiffs obligation would end and when USNB would give him back the collateral. He argues that the stricken testimony about USNB’s oral agreements concerning those terms was proper and prevented a directed verdict.

ORS 41.740, the Parol Evidence Rule, provides, in pertinent part:

“When the terms of an agreement have been reduced to writing by the parties, it is to be considered as containing all those terms, and therefore there can be, between the parties and their representatives or successors in interest, no evidence of the terms of the agreement, other than the contents of the writing, except where a mistake or imperfection of the writing is put in issue by the pleadings or where the validity of the agreement is the fact in dispute. However this section does not exclude other evidence of the circumstances under which the agreement was made, or to which it relates, as defined in ORS 42.220, or to explain an ambiguity, intrinsic or extrinsic, or to establish illegality or fraud. The term ‘agreement’ includes deeds and wills as well as contracts between parties.”

1-4. The only certainties about the meaning of the statute are that it is a substantive rule of law and that it does not mean all that its words would be taken to mean in ordinary usage. Whether it bars admission of an oral agreement made before and extrinsic to a written agreement depends on whether the parties intended that the writing be a complete and full integration of their agreement. Hatley v. Stafford, 284 Or 523, 532, 588 P2d 603 (1978). Determination of that question is a matter for the court, unless the parties have declared their intention in the agreement. Under Oregon’s peculiar application of Restatement of Contracts, § 240,4 even when there is a written agreement that is “integrated,” the court [334]*334may admit evidence of a prior oral agreement if the oral terms are “not inconsistent” with the written terms and (1) if the oral agreement was made for a separate consideration or (2) if the oral agreement is, in the light of the circumstances, such as might “naturally” be made as a separate agreement by the parties. Hatley v. Stafford, supra, 284 Or at 533; see also Caldwell et ux v. Wells, 228 Or 389, 395, 365 P2d 505 (1961). The oral agreement is deemed to be consistent with the later written one, unless it contradicts an express provision in the writing. Hatley v. Stafford, supra, 284 Or at 533.

The foregoing paragraph, which is in substance the same as appears in Greenwade v. Citizens Bank of Oregon, 50 Or App 395, 399, 624 P2d 610 (1981), tends to make Parol Evidence Rule law seem a good deal clearer than it is now or ever has been in Oregon. Hatley v. Stafford, supra, begins with a statement identifying two of the confusing lines of authority, 284 Or at 533, and sets as its goal clarification of the confusion. Unfortunately, the case only achieves that goal if it is read carelessly. When it is read carefully, it is not particularly clear and is by no means as helpful as the frequency of its citation (see cases cited in note 7, infra) would suggest.

5.

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O'MEARA v. Pritchett
776 P.2d 866 (Court of Appeals of Oregon, 1989)

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776 P.2d 866, 97 Or. App. 329, Counsel Stack Legal Research, https://law.counselstack.com/opinion/omeara-v-pritchett-orctapp-1989.