Appellant-plaintiff filed a complaint, asserting claims for breach of contract and fraud against appellee-defendants. Appellees answered, denying the material allegations of the complaint. After a period of discovery, appellees moved for summary judgment as to both counts of appellant’s complaint. Appellant appeals from the trial court’s grant of appellees’ motion for summary judgment.
1. On appellees’ motion for summary judgment, the trial court had before it two documents which had been executed on April 3, 1986. The first of the documents was denominated a “Memorandum of Sales Agreement” and, by its terms, this agreement evidences the purchase by appellee NAV Services (NAV) of all of the stock of At *826 lanta Tours, Inc. (ATI). The second document was denominated a “Memorandum of Agreement” and, by its terms, this agreement evidences the employment of appellant by ATI. In opposition to appellees’ motion for summary judgment, appellant urged that the two agreements, although ostensibly entirely separate contracts, should be construed as forming but one agreement whereby appellant’s employment with ATI was an element of the consideration for ATI’s agreement to be purchased by appellee NAV. In support of appellant’s contention that her claims against appellees were ultimately premised upon a contract of sale rather than of employment, she offered parol evidence as to the intentions of the parties. The trial court, however, refused to construe the two agreements together. Appellant enumerates this evidentiary ruling as erroneous.
“In cases of contemporaneous agreements
between the same parties with relation to the same subject matter,
each writing may be used to ascertain the true intention of parties and may authorize a determination that[,] when construed together[,] they constitute^] as a whole[,] but one contract. [Cit.]” (Emphasis supplied.)
Employers Commercial Union Ins. Co. v. Wrenn,
2. The trial court found that the “Memorandum of Agreement” constituted an employment contract which was terminable at will. Appellant enumerates this finding as erroneous.
As the contract gives no indication of the duration of the employment, it necessarily follows that appellant’s employment “was for an indefinite period, terminable at the will of either party.”
Hickman Datsun v. Foster,
3. The trial court’s grant of summary judgment in favor of appellees on appellant’s fraud claim is enumerated as error. Appellant urges that a genuine issue of material fact remains as to whether appellees had no intention of honoring the “Memorandum of Agreement” at the time that it was executed.
“One cannot claim to be defrauded about a matter equally open to the observation of all parties where no special relation of trust or confidence exists. [Cits.] Further, in the absence of special circum
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stances one must exercise ordinary diligence in making an independent verification of contractual terms and representations, failure to do which will bar an action based on fraud. [Cits.]”
Hubert v. Beale Roofing,
As additional support for her fraud claim, appellant relies upon evidence of a parol representation allegedly made by appellees at the time the documents were executed. According to appellant, she was assured of employment for a three-year period. “Although fraud can be predicated on a misrepresentation as to a future event where the defendant knows that the future event will not take place ([cits.]), fraud cannot be predicated on a promise which is unenforceable at the time it is made. [Cits.]”
Beasley v. Ponder,
Judgment affirmed.