325 Ga. App. 876
Ga. Ct. App.2014Background
- Howard Wooden signed three promissory notes in favor of Synovus Bank: $57,617 (Mar 24, 2010), $168,827 (Jul 30, 2010), and $156,257 (Dec 17, 2010).
- Wooden was the sole borrower on all notes and defaulted; bank filed suit; trial court granted summary judgment for bank; Wooden appeals.
- Wooden contends he was an accommodation party, not the direct borrower; argues parol evidence shows intention to have other obligors.
- The notes identify Wooden as the sole obligated party and are unconditional; parol evidence to impose additional conditions is inadmissible.
- Notes include an Obligations Independent clause permitting bank to sue any or all obligations; even if other obligors existed, Wooden remains liable as signed; summary judgment supported by unambiguous contract terms.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is Wooden an accommodation party under the notes? | Wooden argues he is an accommodation party. | Bank shows no accommodation party on face of notes. | No; notes unambiguous, no accommodation party. |
| May parol evidence modify the terms of the note? | Parol evidence shows bank officer contemplated other obligors. | Parol evidence cannot alter an unconditional written contract. | Parol evidence inadmissible; contract remains as written. |
| Do potential additional obligors relieve Wooden of liability? | If others obligated, Wooden's liability may differ. | Obligations Independent clause preserves bank’s ability to collect from any obligated party. | Even with others, Wooden liable as signed. |
| Is summary judgment proper given the record? | Disputed facts could exist about accommodation. | No genuine issue; terms control; bank entitled to judgment as a matter of law. | Yes; summary judgment proper. |
Key Cases Cited
- Trendmark Homes v. Bank of North Ga., 314 Ga. App. 886 (Ga. Ct. App. 2012) (summary-judgment standards and de novo review on appeal)
- Core LaVista, LLC v. Cumming, 308 Ga. App. 791 (Ga. Ct. App. 2011) (when contract terms are clear, look to contract alone for parties’ intention)
- Lovell v. Ga. Trust Bank, 318 Ga. App. 860 (Ga. Ct. App. 2012) (parol evidence cannot add to or vary a written contract)
- Brice v. Northwest Ga. Bank, 186 Ga. App. 871 (Ga. Ct. App. 1988) (support for clear contract interpretation and creditor’s rights)