Willis v. Farmers Fertilizer & Milling Co.

323 S.E.2d 829, 172 Ga. App. 610, 1984 Ga. App. LEXIS 2606
CourtCourt of Appeals of Georgia
DecidedOctober 9, 1984
Docket68521
StatusPublished

This text of 323 S.E.2d 829 (Willis v. Farmers Fertilizer & Milling Co.) is published on Counsel Stack Legal Research, covering Court of Appeals of Georgia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Willis v. Farmers Fertilizer & Milling Co., 323 S.E.2d 829, 172 Ga. App. 610, 1984 Ga. App. LEXIS 2606 (Ga. Ct. App. 1984).

Opinion

McMurray, Chief Judge.

This is an appeal from a judgment of the Superior Court of Colquitt County, entered on December 19, 1983, in which the court construed a certain contract between the parties adversely to the contentions of the defendants. On January 8, 1983, plaintiff Farmers Fertilizer & Milling Company, Inc. (Farmers Fertilizer) entered into a contract with defendants Michael L. Willis, William R. Willis, Rayford Willis and Patricia Willis for the purchase and sale of both “quota farmer stock peanuts” and “additional peanuts.” The contract consists of two separately executed documents which the parties stipulate were executed at the same time and are part and parcel of the same transaction. The first document of the contract consists of three pages and is captioned “CONTRACT FOR PURCHASE AND SALE OF FARMER STOCK PEANUTS (QUOTA).” The second document of the contract consists of two pages and is captioned “HANDLER CONTRACT WITH PRODUCERS FOR PURCHASE OF ADDITIONAL PEANUTS FOR CRUSHING OR EXPORT.”

[611]*611In accordance with the terms of the first contract document, the Willises delivered to Farmers Fertilizer all of their “quota peanuts.” However, feeling that the first and second contract documents, construed together, gave to them a right to negotiate with and to sell and deliver their “additional peanuts” to third parties, the Willises refused to deliver the “additional peanuts” to Farmers Fertilizer. Accordingly, Farmers Fertilizer, on September 26, 1983, brought this action for specific performance and declaratory and injunctive relief against the Willises. In its complaint, plaintiff petitioned the court, inter alia, to require “Defendants to specifically perform their obligations to sell and deliver [the additional] peanuts to Farmers Fertilizer in accordance with the terms and conditions of the Contract”; to declare “that Defendants have no right or option to place and deliver certain [additional] peanuts covered by the Contract under the United States Department of Agriculture peanut price support loan program”; to “issue a temporary restraining order, and thereafter a preliminary and permanent injunction, restraining and enjoining Defendants from: (a) delivering to GFA Peanut Association for placement under the peanut price support loan program the [additional] peanuts which are to be delivered to Farmers Fertilizer under the Contract; (b) delivering, tendering or selling to any purchaser other than Farmers Fertilizer the peanuts which are to be delivered to Farmers Fertilizer under the Contract; and (c) handling or disposing of the peanuts which are to be delivered to Farmers Fertilizer under the Contract other than in accordance with the terms of the Contract or in such a way as to deprive Farmers Fertilizer of the delivery thereof.”

The same day as the plaintiff filed its complaint, the trial court issued a temporary restraining order requiring defendants “to deliver to Farmers Fertilizer . . . [207,660 pounds of] the Segregation 1 [additional] peanuts as provided in the Contracts with Plaintiff under Paragraph 2 — Peanuts to be Delivered.” In accordance with this order, defendants delivered to plaintiff the “additional peanuts” required, and plaintiff made bond in the equivalent of a certain price per ton for all peanuts delivered by the defendants.

Subsequently, on October 17, 1983, the defendants answered the complaint, denying the material allegations thereof. Additionally, defendants counterclaimed, asserting the contract in question gave to them the right to negotiate with and to sell and deliver their “additional peanuts” to third parties.

Thereafter, “[b]y stipulation of counsel, it was agreed that the court should determine the meaning of the contract of the parties from the four corners of the agreement and by applying the rules of construction. Argument on the correct interpretation was held on November 17, 1983. No evidence was presented at the hearing, but the [612]*612court did have available certain stipulations of the parties ... in addition to admissions made in the pleadings.” Both parties also specifically agreed that defendants did not waive their right to a jury trial as to any ambiguities that may have been found to remain in the contract by the court after applying the rules of construction.

Based on the trial court’s interpretation of the agreement, the court held in favor of the plaintiff and against the defendants. The contentions of the defendants were specifically rejected, and the defendants were ordered to deliver the “additional peanuts” in question to the plaintiff. It is from this order that defendants appeal. Held:

1. In their enumerations of error, defendants contend that the trial court erred in ruling that the contract between the parties had the meaning ascribed to it by the plaintiff; that the findings of the trial court were not in conformity with the usual rules of construction; and alternatively, that the trial court erred in ruling that the contract was unambiguous as a matter of law; and, to this end, defendants contend that the ambiguity of the agreement requires resolution by a jury. We disagree.

A. “Where no matter of fact is involved, the construction of a plain and definite contract, if needed, is a matter of law for the court. But a contract is not ambiguous, even where difficult to construe . . . unless and until an application of the pertinent rules of interpretation leaves it uncertain as to which of two or more possible meanings represents the true intention of the parties. [Cit.] However, no construction is required or even permissible when the language employed by the parties in the contract is plain, unambiguous and capable of only one reasonable interpretation. [Cit.]” Crooks v. Crim, 159 Ga. App. 745, 748 (285 SE2d 84). “ ‘The cardinal rule of construction is to ascertain the intention of the parties. If that intention be clear, and it contravenes no rule of law, and sufficient words be used to arrive at the intention, it shall be enforced irrespective of all technical or arbitrary rules of construction.’ Code § 20-702 [now OCGA § 13-2-3]. The language used by the parties is of primary consideration. [Cits.] ‘The intention of the parties is determined from a consideration of the entire contract.’ [Cit.]” Romine, Inc. v. Savannah Steel Co., 117 Ga. App. 353 (1) (160 SE2d 659).

Applying the foregoing rules of construction, we find no ambiguity in the instant contract. Further, we are of the opinion that the trial court’s findings were in conformity with the usual rules of construction and that its construction of the contract in favor of the plaintiff was proper. To explain, we now examine the pertinent portions of the contract of which the defendants complain.

B. The first contract document entitled “CONTRACT FOR PURCHASE AND SALE OF FARMERS STOCK PEANUTS (QUOTA)” provides, in paragraph one, that “Seller agrees to produce [613]*613on the Farm [defined as farm serial number 46045] . . sell and deliver to Buyer, 103,830 pounds of quota farmers stock Runner (Type) Segregation 1 peanuts produced on the Farm during the [1983] crop year . . ., all of which shall be delivered at [Farmers Fertilizer’s buying point in Lenox, Georgia] immediately after harvest. . In Paragraph 3, the contract provides that “Seller . . . gives Buyer a right of first refusal with respect to the purchase of all or any portion of the farmers stock Segregation 1 peanuts produced on the Farm for the Crop Year

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Related

Crooks v. Crim
285 S.E.2d 84 (Court of Appeals of Georgia, 1981)
Romine, Inc. v. Savannah Steel Co., Inc.
160 S.E.2d 659 (Court of Appeals of Georgia, 1968)

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Bluebook (online)
323 S.E.2d 829, 172 Ga. App. 610, 1984 Ga. App. LEXIS 2606, Counsel Stack Legal Research, https://law.counselstack.com/opinion/willis-v-farmers-fertilizer-milling-co-gactapp-1984.