Summary
retaining a strict application of the parol evidence rule
Summary of this case from Wilson Arlington Co. v. Prudential Ins. Co.Opinion
44684 Record No. 820627.
September 7, 1984.
Present: All the Justices.
Parol evidence inadmissible when deed unambiguous; words of overlooked deed given plain meaning; doctrine of ejusdem generis discussed; deed conveying all interests in land in county not void for uncertainty.
(1) Property — Real Property — Pleading and Practice — Evidence — Deeds — Construction — Parol Evidence Rule — Stated.
(2) Property — Real Property — Pleading and Practice — Evidence — Deeds — Construction — Parol Evidence Rule — Ambiguity — Defined.
(3) Property — Real Property — Pleading and Practice — Evidence — Deeds — Construction — Parol Evidence Rule — Ambiguity — Fact that Parties Disagree as to Meaning of Deed Does Not Render Deed Ambiguous.
(4) Property — Real Property — Deeds — Construction — Plain Meaning Rule — Words of Clear and Explicit Deed Given Plain Meaning.
(5) Property — Real Property — Deeds — Construction — Intentions of Parties Controlling — Court Looks First to Words of Deed to Determine Parties' Intentions.
(6) Property — Real Property — Deeds — Construction — Evidence — Parol Evidence Rule — Ambiguity — Deed Unambiguous and Remainder Interest Was Conveyed.
(7) Property — Real Property — Deeds — Construction — Evidence — Parol Evidence Rule — Ambiguity — Broad language Expressed Intentions of Parties and Deed Unambiguous.
(8) Property — Real Property — Evidence — Deeds — Construction — Parol Evidence Rule — Ambiguity — Parol Evidence Cannot Be Used to Create an Ambiguity and Then Remove it.
(9) Property — Real Property — Deeds — Construction — Deed Conveying All Grantor's land in County Not Void for Uncertainty.
(10) Property — Real Property — Pleading and Practice — Deeds — Construction — Ejusdem Generis — Exceptions — General Words Following Specific Words Given General Meaning Unless Deed Indicates General Meaning Applies — Here Deed Explicitly States Property Conveyed Not Restricted to Property Specifically Described.
Shelton devised his real estate, including a farm in Pittsylvania County, to his wife for life or during widowhood, with the remainder in fee simple to his children. In 1957, one of his children, Lottie Shelton Amos, and her husband executed a deed conveying to Coffey all the land they owned in Pittsylvania County, including but not limited to the land described in the deed. When Shelton's widow died, his children attempted to have the farm sold, but the purchaser refused to close when he learned of Amos' 1957 conveyance to Coffey. Amos filed this suit against Coffey seeking to have the Court construe the deed not to convey her interest in the farm. At trial, the Chancellor ruled that parol evidence regarding the execution of the deed was inadmissible and held that Amos had conveyed her interest in the farm to Coffey. Amos appeals.
1. Parol evidence of prior or contemporaneous oral negotiations or stipulations is inadmissible to vary, contradict, add to, or explain the terms of a complete, unambiguous, unconditional, written instrument.
2. A deed is ambiguous where it may be understood in more than one way or refers to more than one thing at the same time.
3. The fact that the parties disagree as to the meaning of the language of their agreement does not necessarily render the deed ambiguous.
4. The language of a clear and explicit deed will be construed in accordance with its plain meaning and ordinary significance.
5. The intention of the parties as expressed by them controls the construction of a deed. Courts are bound to say that the parties intended what the written instrument plainly declares and cannot rewrite the deed to express an indiscernible intention.
6. Here, the deed which conveyed all of Amos' real estate, including but not limited to that described in the deed, is not ambiguous on its face, and Amos' remainder interest in her father's land was an ownership interest which was conveyed under the deed.
7. The language of the deed is too broadly written to he construed to convey only the parcels described by metes and bounds by the deed. The language of the deed clearly states the Amoses intended to convey all land which they owned in Pittsylvania County.
8. Parol evidence cannot be used to create an ambiguity and then remove it. Thus, the Chancellor properly declined to admit parol evidence designed to enable him to determine if the language of the deed expressed the real intentions of the parties. The language of the deed was unambiguous and unconditional and should not he varied by extrinsic evidence.
9. A deed conveying all the land of the grantor in a certain county is not void for uncertainty. The fact that the farm was not described by metes and bounds is immaterial.
10. The doctrine of ejusdem generis — that where general words follow particular words the general words apply to the particular class mentioned — does not apply if something in the instrument plainly indicates that the general words are to be otherwise construed. Here, the deed explicitly stated that the property conveyed by the general words was not restricted to the property described and the general words must be construed to convey all of the Amoses' real estate in the county.
Appeal from a judgment of the Circuit Court of Pittsylvania County. Hon. Samuel M. Hairston, judge presiding.
Affirmed.
Glenn W. Pulley (Patrick H. Musick; Clement Wheatley, on brief), for appellant.
H. Victor Millner, Jr. (Vansant, Millner Vines, on brief), for appellees.
We granted this appeal to consider whether the chancellor erred by excluding parol evidence proffered in aid of the construction of a deed.
R.L. Shelton, by will probated in 1952, devised all his real estate to his wife for life or during widowhood, with remainder in fee to his 12 children. Included in his estate was a farm located in Pittsylvania County southwest of Gretna. In 1957, Lottie Shelton Amos, one of Shelton's children, and her husband executed a deed conveying to B. E. Coffey "all of those certain tracts or parcels of land . . . in or near the Town of Gretna". Following the metes-and-bounds description of the parcels in Gretna (the residue of property Mrs. Amos had acquired from her husband), the deed provided:
It is the intention of the parties of the first part to convey to the party of the second part all the real estate which they now own in Pittsylvania County, Virginia, including but not restricted to the lands described above.
The interest Shelton's widow held in the farm expired with her death in 1979, and the Shelton children had the farm sold at auction. When the purchaser learned about the 1957 deed, he questioned the title and refused to close. Thereupon, Mrs. Amos filed a bill of complaint against Mr. Coffey asking the court to construe the 1957 deed to convey only the real estate located in Gretna and to declare that she is the owner of a one-twelfth undivided interest in the farm.
B.E. Coffey died while the suit was pending, and the chancellor entered a decree substituting Everlette Coffey, Margie C. Dudley, Elva C. Scott, and Kay Dellinger, Coffey's successors in interest, as parties respondent.
The chancellor ruled that he would not consider parol evidence concerning the facts and circumstances surrounding the execution of the deed, but he permitted the parties to introduce such evidence to vouch the record for purposes of appeal. That evidence showed that in 1957 Mr. and Mrs. Amos, residents of Florida, were having trouble managing their Gretna property. While on a vacation in Virginia that year, they negotiated a sale with Mr. Coffey. On direct examination, Mrs. Amos' counsel asked her what interest she owned in her father's farm "at the time you signed this deed to Mr. Coffey". Mrs. Amos replied, "Well, I owned a twelfth. I would have owned a twelfth of it when my stepmother [Mrs. Shelton] died."
Mr. Coffey was physically and mentally unable to appear at trial, but his wife testified that following execution of the deed, he told her, "I've bought something, I don't know what I bought, I don't know where it is, I'll probably never see it, it'll probably never amount to anything." According to the witness, Mr. Coffey explained that he had been unwilling to pay the price asked for the Gretna property, but was induced to buy because Mr. Amos told him that the transaction included an interest in other property in Pittsylvania County which Mrs. Amos had "inherited" from her father.
Following the auction sale, R. v. Overbey, a real estate broker, paid a visit to Mrs. Coffey to discuss the title question. He testified that "it was my general opinion that she knew nothing of this." Overbey had a quitclaim deed prepared and delivered to the Coffeys, but they declined to sign.
Adhering to his ruling that extrinsic evidence was not admissible and upholding the deed as written, the chancellor entered a final decree declaring that Coffey's "legal successors in title and interest, are the owners of a one-twelfth (1/12) undivided interest" in the Shelton farm.
The parol evidence rule is a time-honored fixture in the law of this Commonwealth. "[I]n controversies between two parties to a contract, parol evidence of prior or contemporaneous oral negotiations or stipulations is inadmissible to vary, contradict, add to, or explain the terms of a complete, unambiguous, unconditional, written instrument." Godwin v. Kerns, 178 Va. 447, 451, 17 S.E.2d 410, 412 (1941). Our opinion in Shevel's, Inc. v. Southeastern Assoc., 228 Va. 175, 320 S.E.2d 339 (1984), this day decided, summarizes several well-defined exceptions to this rule.
Asserting that she did not intend to sell Coffey her interest in her father's farm, Mrs. Amos argues that the testimony in question should have been admitted "to ascertain and carry out the intentions of the parties who executed the document." But most of the cases she cites involve exceptions to the parol evidence rule not relevant to the issue on appeal.
[2-3] The only exception pertinent to this appeal is that the rule, by definition, does not apply if the language of the written instrument is ambiguous. "An ambiguity exists when language admits of being understood in more than one way or refers to two or more things at the same time." Renner Plumbing v. Renner, 225 Va. 508, 515, 303 S.E.2d 894, 898 (1983) (citing Berry v. Klinger, 225 Va. 201, 207, 300 S.E.2d 792, 796 (1983)). However, a document is not ambiguous "merely because the parties disagree as to the meaning of the language employed by them in expressing their agreement." Wilson v. Holyfield, 227 Va. 184, 187, 313 S.E.2d 396, 398 (1984).
[4-5] "[W] hen the parties set out the terms of their agreement in a clear and explicit writing then such writing is the sole memorial of the contract and . . . the sole evidence of the agreement." Durham v. Pool Equipment Company, 205 Va. 441, 446, 138 S.E.2d 55, 59 (1964); accord Renner Plumbing, 225 Va. at 515, 303 S.E.2d at 898. In construing the terms of a contract or conveyance, "[w]e adhere to the 'plain meaning' rule in Virginia." Berry, 225 Va. at 208,300 S.E.2d at 796; see also Winn v. Aleda Construction Co., 227 Va. 304, 307, 315 S.E.2d 193, 194-195 (1984). "[T]he language used is to be taken in its ordinary signification. . . . If, when so read, the meaning is plain, the instrument must be given effect accordingly." Virginian Ry. Co. v. Avis, 124 Va. 711, 716, 98 S.E. 638, 639 (1919). "The guiding light . . . is the intention of the parties as expressed by them in the words they have used, and courts are bound to say that the parties intended what the written instrument plainly declares." Magann Corp. v. Electrical Works, 203 Va. 259, 264, 123 S.E.2d 377, 381 (1962) (citations omitted); accord Camp v. Camp, 220 Va. 595, 597-98, 260 S.E.2d 243, 245 (1979); Meade v. Wallen, 226 Va. 465, 467, 311 S.E.2d 103, 104 (1984). "This court is not free, nor was the chancellor, to rewrite [a] deed to express an intention that is otherwise indiscernible." Walker v. Bowman, 227 Va. 209, 214, 315 S.E.2d 206, 209 (1984).
Mrs. Amos insists that "the deed . . . is ambiguous . . . when examined on its face." She says that it is unclear whether the Coffey deed was "intended to include only property which the Amoses 'owned' in fee simple or. . . to include property in which Mrs. Amos had inherited a one-twelfth remainder interest." But the distinction she draws to support her claim of ambiguity does not exist; the remainder interest was an ownership interest which vested in Mrs. Amos when her father's will was probated in 1952 and, thus, was part of the real estate she owned at the time she executed the 1957 deed.
Suggesting another ambiguity, Mrs. Amos says on brief that, prior to the execution of the Coffey deed, she and her husband had sold portions of the Gretna tract to third parties. Consequently, she argues, the "broad conveyancing language" inserted in the deed to Coffey could be construed to have been employed only "to insure that the Amoses conveyed all of the Gretna property which they had retained from the original tract."
We believe that language is simply too broad to lend itself rationally to such a narrow construction. The deed conveyed not only the parcels "in" Gretna, that is, those particularly described by metes and bounds, but also land "near" the town. Moreover, in explication of the habendum clause, the deed recited that "[i]t is the intention of the parties of the first part to convey . . . all the real estate which they now own in Pittsylvania County, Virginia, including but not restricted to the lands described above."
Relying upon the opinion in Pacific Gas Elec. Co. v. G. W. Thomas Drayage R. Co., 69 Cal.2d 33, 442 P.2d 641 (1968), Mrs. Amos urges us to hold that the testimony she proffered should have been admitted to enable the chancellor to determine whether the language of the deed expressed the real intentions of the parties to the transaction. We do not favor the rule announced in that case. Indeed, we have only recently said that "[p]arol evidence cannot be used to first create an ambiguity and then remove it." Cohan v. Thurston, 223 Va. 523, 525, 292 S.E.2d 45, 46 (1982) (citing Stewart-Warner Corp. v. Smithey, 163 Va. 476, 487, 175 S.E. 882, 886 (1934), and Coal Riv. Coll. v. Eureka Coal Co., 144 Va. 263, 280, 132 S.E. 337, 343 (1926)). Applying the "plain meaning" rule, we hold that the language of the Coffey deed was unambiguous and unconditional and that the testimony proffered by Mrs. Amos, which tended to vary and contradict the intention of the parties as expressed in the deed, was inadmissible.
Even so, Mrs. Amos submits that the chancellor erred in construing the face of the deed as sufficient to convey her interest in the farm. The fact that the farm was not described by metes and bounds is immaterial. "A deed conveying all the land of the grantor in a certain county, is not void for uncertainty." Carrington v. Goddin, 54 Va. (13 Gratt.) 587, 609 (1857). But, Mrs. Amos says, the broad general language following the particular description in the habendum clause must be construed to be "limited to things of the same nature as the particulars enumerated."
Discussing the doctrine of ejusdem generis in Stephen Putney Co. v. R. F. P. R. Co., 116 Va. 211, 220, 81 S.E. 93,97 (1914), we approved the statement in National Bank of Commerce v. Ripley, 161 Mo. 126, 132, 61 S.W. 587, 588 (1901), quoted in United States v. Mescall, 215 U.S. 26, 31-32 (1909), where the Missouri court said that "where the particular words exhaust the class, the general words must be construed as embracing something outside of that class." Later, we said that the doctrine does not apply if "something in the instrument plainly indicates that [the general words] are to be otherwise applied." Standard Ice Co. v. Lynchburg Ice, 129 Va. 521, 532, 106 S.E. 390, 393 (1921). The Coffey deed expressly provided that the property conveyed by the general words was "not restricted to" the property particularly described.
We conclude that the metes-and-bounds description of the property "in" Gretna exhausted that particular class, and that the general words can only be construed to convey all the real estate the Amoses owned "near" the town in Pittsylvania County.
Finding no merit in the assignments of error, we will affirm the chancellor's decree.
Affirmed.