OPINION
Amеrica's Directories Incorporated, Inc. ("ADI") appeals from a judgment in the amount of $230,374.04, awarded to Stell-horn One Hour Photo, Inc. ("One Hour") on One Hour's counterclaim to ADI's breach of contract suit. On appeal, we address the following consolidated and restated issues:
I. Whether the trial court erred in denying ADI's motion for partial summary judgment on its claim that the contract integration clause precluded parol evidence to prove that ADI fraudulently induced One Hour to sign the contracts.
II. Whether the trial court erred in failing to instruct the jury regarding the effect of an integration clause.
Whether One Hour's fraud claim was independent from its breach of contract claim. IIL.
IV. Whether a compensatory damage claim in the amount of $52,911.42 was an appropriate remedy.
V. Whether the trial court erred in granting damages to One Hour when its president incurred the loss.
VI. Whether the trial court erred in granting punitive damages.
VII. Whether the trial court erred in finding that ADI had litigated frivolous claims under IC 34-52-1-1.
We affirm.
FACTS AND PROCEDURAL HISTORY
For twenty-three years, Paul Saalfield ("Saalfield") and his wife, Dee, owned and operated One Hour, a small, family-run, photo developing business in Fort Wayne. Saalfield owns three One Hour stores, employs fifteen employees, and runs the day-to-day operations. Saalfield is the president of One Hour, and Dee is the bookkeeper.
ADI publishes and sells advertising for Best Book yellow pages telephone directories, which is one of several advertising and publishing companies owned by Rick Singleton. In 1997, ADI was expanding its business into the Fort Wayne market.
In March 1997, a salesperson from ADI approached Saalfield at one of his stores to inquire whether he would purchase advertising in the new Fort Wayne Best Book ("Best Book"). Saalfield said he was not interested. Five days later, the salesperson returned and again asked Saalfield to purchase an ad. Saalfield again declined. Within the week, the salesperson again called on Saalfield and said that ADI's president, Singleton, wanted to meet with him. Saalfield was flattered by the invitation and agreed to the meeting.
Saalfield, Singleton, and the ADI salesperson attended the meeting, during which Singleton commented on Saalfield's positive reputation in the сommunity. Noting that it would be helpful to tell other potential advertisers that One Hour advertised in the Best Book, Singleton requested, as a favor, that Saalfield purchase an ad. Saal-field again declined, stating that he could not justify the expense. Singleton persist, ed and stated that because he badly wanted Saalfield's business, the ad would only cost the $600 production fee and $250 in future services, which was designated as "trade." Saalfield finally agreed to place a 1997 ad..
*1064 At Singleton's request, the salesperson produced three, double-sided, form cоntracts, with terms already completed. The first contract reflected Saalfield and Singleton's agreement for the 1997 ad. However, the second and third contracts referenced ad space for Best Book's 1998 and 1999 directories. Saalfield did not read the fine print on the contracts, yet noted that the fee for the 1998 contract was $6,600.00 in cash with $2,400.00 in trade and the fee for the 1999 contract was $9,600.00 in cash with $3,000.00 in trade.
Saalfield questioned why there were three contracts when he had agreed to purchase ad space only in the 1997 book. Singlеton gestured for his salesperson to leave and said, "listen[,] I can't do this in front of our sales people. We know that there was no way we could expect you to pay that kind of money," but I need to give my "financing people" a three-year commitment. Transcript Vol. 2 at 64-65. 1 Singleton said that he hoped Saalfield would stay with the Best Book for 1998 and 1999, but stated that Saalfield could cancel the second and third contracts at any time. Saalfield signed the three contracts.
ADI distributed the Best Book in September 1997. Thereafter, Saalfield attempted to reach Singleton to cancel One Hour's 1998 and 1999 ads. In January 1998, after Singleton had failed to return any of his phone calls, Saalfield wrote a letter to ADI's vice-president, David Scholtz, notifying him that One Hour had received no benefit from the 1997 ad, and that he did not want to advertise in the upcoming Best Books. Saailfield assumed that he had taken care of the matter.
ADI did not publish a 1998 Best Book. Nevertheless, in July 1998, ADI began sending One Hour monthly bills for that directory. Thinking the bill was a mistake, Saalfield again attempted, unsuceess-fully, to cancel the contracts. Latе in 1998, Jack Nelson, an ADI sales manager who knew nothing of the conflict, met with Saalfield and discussed the nonpayment of the 1998 bill. After Saalfield explained the situation, Nelson said he would "get this thing cleared up." Appellant's Appendix at 406.
In January 1999, ADI faxed to One Hour a three-page "Listing Proof" for the upcoming Best Book. Appellee's Brief at 6. Saalfield immediately faxed back the Listing Proof with the following hand-written notation: "NO NO NO DO NOT RUN! Someone Call Mel! Any questions, please see Stephanie or Rick [Singleton]." Defendant's Exhibit J. Saalfield also faxed an urgent lettеr to Singleton on January 14, 1999, requesting a return call and stating that pursuant to their agreement he would not pay for the ad.
In June and July 1999, the second Best Book was distributed containing One Hour's 1997 ad. In January 2000, after another ADI request for payment, Saal-field wrote a letter to an ADI representative, with a copy to Singleton, and asked for a response to his communications.
In May or June 2000, ADI representative Gregg Miller met with Saalfield and inquired about the nonpayment of the bills. Saalfield told Miller that he did not owe any money because he had only committed tо run a 1997 ad, and that Singleton could confirm the existence of a verbal agreement to cancel the other two. Miller assured Saalfield that Singleton would call to clear things up. Nevertheless, although Miller repeatedly talked to Singleton about the situation, Singleton never responded to Saalfield's calls.
*1065 The third Best Book was published in August 2000 and, again, contained an ad for One Hour. Singleton told Miller that he would personally handle the One Hour account. On September 11, 2000, ADI, through Singleton, initiated a breach of contract action against One Hоur. The complaint alleged that One Hour owed $250 in trade under the 1997 contract, and a balance of $9,000 for advertising in the 1998 directory, and $12,600 for advertising in the 1999 directory, together with interest, paperwork charges, and attorney's fees-a total of $52,911.42.
After learning of the suit, Saalfield again attempted, unsuccessfully, to contact Singleton. On February 16, 2001, One Hour filed an answer and a counterclaim to ADI's suit, alleging beach of contract and fraud.
On January 16, 2002, One Hour filed a motion for partial summary judgment, not only on ADI's claims, but also on its counterclaim against ADI. After a hearing, the trial court denied the motion. Almost two years later, on December 19, 2008, ADI filed a motion for partial summary judgment arguing that the contract integration clause entitled ADI to judgment as a matter of law. The trial court also denied ADI's motion finding that genuine issues of material fact existed as to what Singleton said or did to induce Saaifield to sign the contracts.
Prior to trial, ADI tendered proposed final instructions, one of which addressed the impact of the integration clause. The trial court, after reviewing party-submitted memoranda addressing the neеd for the integration clause instruction, refused the instruction. The jury entered a general verdict and awarded One Hour $52,911.42 in compensatory damages and $147,088.58 in punitive damages for a total of $200,000.00. Thereafter, arguing that ADI violated IC 34-52-1-1 by filing a frivolous and groundless action, One Hour filed a Verified Petition for Award of Court Costs and Attorney fees in the amount of $60,259.01. The trial court agreed that ADI's action was groundless and granted One Hour $30,147.50, which represented fees incurred to file the answer but not the counterclaim to ADI's suit. After adding $227.54 in court costs, the trial court ordered ADI to pay $230,374.04. Appellant's Appendix at 268. ADI now appeals.
DISCUSSION AND DECISION
I. The Integration Clause and Summary Judgment
ADI first contends that the trial court erred in denying its motion for partial summary judgment. More specifically, ADI contends that the integration clause found in the three contracts precluded the introduction of parol evidence on the issue of fraud and entitled ADI to judgment as a matter of law in connection with both ADI's complaint and One Hour's counterclaim.
Our standard of review for the denial of a motion for summary judgment is the same as that of the trial court. Diversified Fin. Sys., Inc. v. Miner,
The ADI form contracts contained the following integration clause:
*1066 THIS AGREEMENT IS IRREVOCABLE AND IS THE ENTIRE AGREEMENT BETWEEN PUBLISHER AND PURCHASER FOR THE ABOVE IDENTIFIED ORDER. ONCE SIGNED AND ACCEPTED IT CANNOT BE CANCELED OR ALTERED WITHOUT THE WRITTEN CONSENT OF PUBLISHER. NO VERBAL AGREEMENTS OR REPRESENTATIONS OUTSIDE OF THIS AGREEMENT HAVE BEEN MADE TO OR RELIED UPON BY PURCHASER.
Plaintiff's Exhibits 1, 2, & 8. ADI asserts that, because the contracts contained this integration clause, One Hour was prevented from introducing parol evidence to prove that ADI committed fraud.
The parol evidence rule bars the admission of evidence of oral representations that contradicts a written contract. See Ruff v. Charter Behavioral Health Sys. of Northwest Indiana,
Here, Saalfield argues that he was induced to sign the contracts on the basis of fraudulent statements made by Singleton. Because One Hour claims that ADI committed fraud to induce the execution of these contracts, parol evidence is permitted. The trial court did not err in denying summary judgment to ADI because, onee introduced, this evidence created a genuine issue of material fact as to what the parties said and did prior to executing the contracts. 2
TIL Integration Clause Instruction
Next, ADI contends that the trial court erred in failing to give his tendered instruction on the applicability of an integration сlause. We review a trial court's refusal to tender a requested instruction for an abuse of discretion. City of Terre Haute v. Simpson,
To address the significance of the integration clause, ADI tendered the following as Requested Final Instruction No. 5:
*1067 As a matter of law, any oral representations made by [ADI] to [One Hour] cannot be fraud in the inducement because the Advertising Agreement provision disclaiming reliance on such representations supercedes any prior oral representations.
Appellant's Appendix at 67 (citing Circle Centre Dev. Co. v. Y/G Indiana, L.P.,
Our supreme court has held that the determination of whether the parties intended a writing to be totally integrated must be based on all the relevant evidence. Franklin v. White,
Requested Final Instruction No. 5 is thus an incorrect statement of law. Not only does the instruction ignore Indiana case law, which holds that the conclusiveness to be given an integration clause varies depending on the facts and circumstances of each case, Franklin,
III. Sufficient Evidence of Independent Tort
ADI contends that One Hour's clаim of fraud is simply a "repackaging" of the breach of contract claim to allow for the recovery of punitive damages. See Miller Brewing Co. v. Best Beers of Bloomington, Inc.,
Actual fraud exists when all of the following elements are fulfilled: (1) a material misrepresentation of past or existing facts; (2) made with knowledge or reckless ignorance of falsity; (8) causing the claimant to rely upon the misrepresentation to the claimant's detriment. Loomis v. Ameritech Corp.,
We find that One Hour's fraud claim is not merely a repackaged version *1068 of its breach of contract claim. In its contract claim, One Hour alleged, in part, that it allowed ADI to use One Hour's name to market Best Book, and, in exchange, received the 1997 ad at cost and obtained the right to cancel the 1998 and 1999 contracts at any time. The breach arose when ADI would not allow One Hour to cancel the 1998 and 1999 contracts but continued to use its name in advertisements.
By contrast, in its claim of fraud, One Hour alleged that Singleton made the following fraudulent statements to induce Saalfield to sign the 1998 and 1999 contracts: (1) that One Hour could cancel the 1998 and 1999 contracts at any time with just a phone call, although Singleton never intended to cancel the contracts; (2) that Singleton was going to use One Hour's good name to stimulate ad sales of Best Book, when Singleton had no intention of using One Hour's ad for this purpose; (8) that Singleton knew there was no way to expect One Hour to pay the large fees for the 1998 and 1999 contracts, but Singleton fully exрected One Hour to pay the full amount; and (4) that the signed contracts were necessary for ADI's financing people, even though ADI had no financing people. One Hour believed Singleton and relied on his statements. As such, Saalfield spent many hours faxing, calling, and writing ADI in an effort to cancel the contracts, while still believing that ADI's failure to cancel was merely an oversight. One Hour sustained its burden of establishing the tort of fraud independent of the breach of contract claim.
IV. Compensatory Damages of $52,911.42
ADI next contends that the trial court erred in granting compensatory damаges in a claim of fraudulent inducement because: (1) the appropriate remedy should have been rescission; and (2) $52,911.42 was excessive.
Fraudulent inducement occurs when a party is induced through fraudulent misrepresentations to enter into a contract. Lightning Litho, Inc. v. Danka Industries, Inc.,
Prior to jury deliberation, the trial court instructed the jury:
If you find that One Hour Photo is entitled to a verdict against [ADI] for Fraud, you may then award One Hour Photo special damages in an amount that will reasonably compensate for the following elements of claimed loss or harm. The amount of such award may include the following elements. One, reasonable expenditures incurred as a proximate result of the fraudulent conduct. While there must be some evi-denee upon which an award for damages *1069 can be mаde, uncertainty of dollar amount does not prevent the award of damages. No particular degree of mathematical certainty is required in awarding damages so long as the amount awarded is supported by evi-denee in the record.
Appellant's Appendix at 456. ADI did not object to the instruction. The jury returned a general verdict and awarded $52,911.42 in compensatory damages. Where a verdict is a general one, we shall let it stand if the evidence is deemed sufficient to sustain any theory of liability. English Coal Co., Inc. v. Durcholz,
V. Whether the trial court erred in granting damages incurred by Saalfield
ADI argues that the trial court erred in granting damages to One Hour on the basis of losses incurred by Saalfiеld. ADI contends there is no evidence in the record that One Hour paid Saalfield for time spent on the ADI matters, that One Hour reimbursed Saalfield for his mileage, or that One Hour's profit was reduced by time Saalfield spent on ADI matters. ADI contends that, because One Hour is a corporate entity, it is One Hour's damages and not Saalfield's damages that are at issue.
Designating losses as personal or corporate ignores the nature of One Hour's small, family run business. Here, Saal-field and One Hour are inextricably intertwined. Saalfield is not just an employee of the business; Saalfield is the business. The time Saalfield spends with customers and working on store matters creates good will and generates additional business. Because the nature of the dispute was involuntary inclusion of an ad in a telephone directory-an ad for which One Hour had not yet paid-without allowing damages to be, in part, calculated on time lost by Saalfield to resolve the dispute, there would be no adequate remedy for One Hour or Saalfield. It was appropriate for the jury to calculate Saalfield's lost time as part of One Hour's damages.
VI. Whether the trial court erred in granting punitive damages
Punitive damages are those designed to punish the wrongdoer and to discourage him and others from similar conduct in the future. Budget Car Sales v. Stott,
The standard of review for determining whether punitive damages were properly awarded is whether, considering only the probative evidence and the reasonable inferences supporting the judgment, without weighing evidence or assessing witness credibility, a reasonable trier of fact could find by clear and convincing evidence that the defendant acted with malice, fraud, gross negligence or oppressiveness that was not the result of a mistake of fact or law, honest error of judgment, overzealousness, mere negligence, or other human failing. Coca-Cola Co. v. Babyback's Intern., Inc.,
The evidence clearly showed that Singleton acted willfully and wantonly and committed fraud. Saalfield asserted that he was induced to sign the 1998 and 1999 contracts because Singleton elaimed that Saalfield could cancel them at any time and Singleton seemed honest and straightforward. In an affidavit, Saalfield related Singleton's assurance that "what was written on the form contracts was not important." Appellant's Appendix at 117. Singleton denied that he made these сomments and further denied that he was aware that Saalfield wanted to cancel the contracts. Transcript, Vol. 1 at 171.
Testimony of Kevin Hancock, another Best Book advertiser, corroborated Saal-field's version. Hancock testified that in 1996 Singleton induced him to sign a three-year contract with a promise that he too could cancel the latter two at any time. Like Saalfield, when Hancock tried to cancel, Singleton refused and sued him for nonpayment of the latter two contracts.
Gregg Miller, the international director оf sales for ADI in late 1999 and one of the individuals who had tried to collect on account balances for the 1998 and 1999 contracts, testified that ADI had quite a few unhappy customers in every market, Transcript, Vol. 2 at 11, and said that "[Saalfield] was one of the most professional people I ever ran into, especially considering the situation." Id. at 17. Miller also testified that he had told Singleton that Saalfield wanted to cancel the 1998 and 1999 contracts. Id. at 18. Pradeep Datta, a former employee of ADI and longtime worker in the telephone directory business, testified that Singleton did not have a positive reputation in the community regarding truthfulness. Id. at 38.
The evidence revealed that Singleton intentionally misled Saalfield, as he had done to at least one other consumer, so that Saalfield would sign the contracts, thereby enabling ADI to sue for nonpayment and argue that the integration clause precluded the introduction of parol evidence to prove fraud. Considering the probative evidence and reasonable inferences supporting the judgment, we find that a reasоnable trier of fact could find by clear and convincing evidence that Singleton, acting on behalf of ADI, acted with malice and fraud. Coachmen Industries, Inc. v. Dunn,
VIL Attorney's Fees
ADI finally contends that the trial court erred in granting One Hour reasonable attorney fees under IC 34-52-1-1, on the basis that ADI filed and continued to litigate a frivolous, unreasonable, and groundless claim. IC 34-52-1-1(b) provides in pertinent part:
(b) In any civil action, the court may award attorney's fees as part of the cоst to the prevailing party, if the court finds that either party:
(1) brought the action or defense on a claim or defense that is frivolous, unreasonable, or groundless;
(2) continued to litigate the action or defense after the party's claim or defense clearly became frivolous, unreasonable, or groundless; or
(8) litigated the action in bad faith.
A claim is "frivolous" if it is made primarily to harass or maliciously injure another; if counsel is unable to make a good faith and rational argument on the merits of the action; or if counsel is unable to support the action by a good fаith and rational
*1071
argument for extension, modification, or reversal of existing law. Gaw v. Gaw,
Generally, when reviewing an award of attorney fees under IC 84-52-1-1, we first review the trial court's findings of fact under a clearly erroneous standаrd and review the legal conclusions of the trial court de novo. Brademas v. South Bend Comty. School Corp.,
ADI asserts that this case, in large part, presented an issue of credibility. While we agree that aspects of this case required the jury to evaluate witness credibility, we agree with the trial court that based on the totality of the cireumstances, including the law and facts known at the time of trial, no reasonable attorney would consider the claim justified or worthy of litigation. In light of the fact that ADI had three executed contracts with integration clauses, it was not unreasonable for an attorney to have filed a breach of contract action. However, prior to trial, it would have become clear that Singleton's behavior made the pursuit of charges owed under the contracts frivolous, unreasonable, and groundless. Furthermore, even if the contracts had been valid, ADI was suing for the balance owed under the 1997 contract for trade services, which had never been requested, and for advertisements included in a 1998 publication that Singleton admitted had never been printed. Appellant's Appendix at 176. The trial court did not err in awarding attorney fees on the basis that ADI's breach of contract suit was frivolous.
Affirmed.
Notes
. The transcript of the trial was transcribed in two volumes, each of which is paginated starting at page 1.
. We also note that prior to trial, ADI responded to One Hour's motion for summary judgment by contending that Singleton's and Saalfield's affidavits raised genuine issues of material fact. The trial court denied One Hour's motion for summary judgment. When considering ADI's motion for summary judgment, those same genuine issues of material fact existed. The trial court did not err in denying ADI's motion for summary judgment.