When signing a contract, any good attorney will tell you to read the agreement before signing on the dotted line. But what happens if you’ve added in language of your own? Is the contract still valid?
Recently, in Tallapoosa County, the court addressed a handwritten addendum to a contract in Jones v. the Village at Lake Martin, LLC. Philip and Elizabeth Jones purchased a lake house from The Village at Lake Martin, LLC in 2009.
The contract for sale of the house included something called a merger clause, stating that the contract constitutes the entire agreement between the Joneses and the Village and overrides all prior discussions and agreements. The Joneses added handwritten language to the contract that said: “Buyer requests boat slip in next phase 1st choice–@ $10,000 to be paid at availability. Trex to be used.”
In 2016, the Village began constructing new boat slips and the Joneses requested to purchase one for $10,000. However, the Village refused their request. The Joneses then sued the Village and Brian Ray, in his individual capacity and as an agent of the Village, asserting claims of breach of contract, breach of warranty, fraudulent inducement, and unjust enrichment. The Joneses’ main assertion was that Ray had represented to them that once additional boat slips were built, they would be able to purchase one for $10,000. Ray denied this. The trial court granted summary judgment in favor of the Village and the Joneses appealed.
The Court of Civil Appeals affirmed part of the trial court’s judgment and reversed the other part. With regard to the breach of contract claim, the Joneses had to prove the existence of a valid contract. Valid contracts require an offer and acceptance, consideration, and mutual assent to the terms of the contract.
Although the Joneses presented evidence of the language they added to the contract, the merger clause barred providing any evidence outside of the four corners of the contract. Because the additional written portion was barred, there was no evidence that the addendum was accepted and thus, valid. The Court decided that the breach-of-contract claim was properly denied.
The Court did, however, consider the Joneses’ testimony regarding the oral representations that they claim Ray made with regard to their fraudulent inducement claim. Because the Joneses presented substantial evidence to show the inconsistency between Ray’s oral representations at the time of signing the contract and the time of prosecution, the Court reversed its ruling on fraudulent inducement (finding in favor of the Joneses).
The main takeaway here is that a handwritten addendum to a contract means nothing without an acceptance from the other party (especially when there is a merger clause). However, if you find yourself in a situation where you cannot bring a breach of contract claim, you may be able to sue for fraudulent inducement, like the Joneses did.
It is important to seek an experienced attorney who understands the realities of Alabama contract law. If you need a contract lawyer, contact INGRAM LAW LLC at (205) 303-1753 for help with your case.