Chapter 16Case Problem

• 1. Read the case Wood Care Centers v. Evangel Temple
• 2. Watch the youtube video on parole evidence  in contracts
  
  
• 1. Explain - In two issues, Wood Care argues the trial court improperly considered parol evidence in its interpretation of the Agreement and the evidence is legally and factually insufficient to support the trial court's conclusion that Evangel Temple did not breach the Agreement. We affirm.
  
  
• 2. Explain - The Agreement contained a "ten-percent termination clause" that stated: Tenant, however, shall have the option of terminating this lease at any time by giving Landlord written notice of its election to do so and payment to Landlord of a sum of money equal to 10% of the balance of the rental payments then owed under the terms of this lease. The Agreement also contained a "tax-exemption termination clause" that stated: Both parties agree to cooperate with each other to achieve any available property tax exemption. In the event a property tax exemption for the leased premises is denied or suspended, Tenant shall have the option to terminate this lease. If, notwithstanding, the denial of such property tax exemption, Tenant elects to continue the lease, then Tenant shall be responsible for the payment of all property taxes and assessments and shall timely pay such taxes or assessments.
   
• 3. Explain - When construing contracts and other written instruments, our primary concern is to ascertain the true intent of the parties as expressed in the instrument. NP Anderson Cotton Exch., L.P. v. Potter, 230 S.W.3d 457, 463 (Tex.App.-Fort Worth 2007, no pet.). We must examine and consider the entire contract in an effort to harmonize and give effect to all provisions so that none are rendered meaningless.Id.; see also J.M. Davidson, Inc. v. Webster, 128 S.W.3d 223, 229 (Tex.2003). "We construe contracts `from a utilitarian standpoint bearing in mind the particular business activity sought to be served' and `will avoid when possible and proper a construction which is unreasonable, inequitable, and oppressive.'" Frost Nat'l Bank v. L & F Dist., Ltd., 165 S.W.3d 310, 312 (Tex.2005) (quoting Reilly v. Rangers Mgmt., Inc., 727 S.W.2d 527, 530 (Tex. 1987)).
   
• 4. Explain - Lack of clarity or a disagreement among the parties does not necessarily create an ambiguity. Universal Health Servs., Inc. v. Renaissance Women's Group, P.A.,121 S.W.3d 742, 746 (Tex. 2003). Rather, whether "a contract is ambiguous is a question of law that must be decided by examining the contract as a whole in light of the circumstances present when the contract was entered." Id. "If, after the pertinent rules of construction are applied, the contract can be given a definite or certain legal meaning, it is unambiguous and we construe it as a matter of law."Frost Nat'l Bank, 165 S.W.3d at 312 (citing Webster, 128 S.W.3d at 229). 

• 5. Explain - Because the conflict between the ten-percent termination clause and the tax-exemption termination clause does not create an ambiguity, the trial court erred by admitting parol evidence on this issue. See Carbona v. CH Med., Inc., 266 S.W.3d 675, 681 (Tex.App.-Dallas 2008, no pet.) (recognizing "courts do not consider extrinsic evidence in interpreting [an] agreement" when it is not ambiguous). But Wood Care has not shown the trial court's consideration of parol evidence led to an improper judgment or prevented Wood Care from properly presenting the case to this court. See Tex.R.App. P. 44.1(a). The trial court admitted only brief testimony concerning the parties' intent for the tax-exemption termination clause to control over the ten-percent termination clause.^[
  
  
• 6. Explain - We do not agree the trial court improperly considered parol evidence to interpret the tax-exemption termination clause. As discussed above, the trial court admitted parol evidence of the parties' intentions, but the parol evidence all concerned the conflict between the ten-percent termination clause and the tax-exemption termination clause, not the meaning of the tax-exemption termination clause itself. Thus, the trial court did not consider parol evidence when it interpreted the tax-exemption termination clause. We overrule this portion of Wood Care's first issue.
  
  
• 7. Explain - The evidence at trial supported the trial court's findings of fact that Evangel Temple did not breach the Agreement and that it "made reasonable and good faith efforts" to find another use for the facility. The trial court's findings are not negated by the evidence; the evidence at trial established that Evangel Temple tried to cooperate by pursuing other tax-exempt uses but could not find a tax-exempt use that fit the facility's layout and size. Furthermore, the trial court drew the correct legal conclusions from the facts that Evangel Temple could terminate the Agreement without further liability under the facts of this case, that Evangel Temple's termination did not trigger the ten-percent termination clause, that Evangel Temple did not breach the Agreement, and that Wood Care's requested relief should be denied.
  
  
• 8. Explain - Based on the foregoing, after reviewing all of the evidence in the light most favorable to the trial court's findings, crediting favorable evidence if a reasonable factfinder could, and disregarding contrary evidence unless a reasonable factfinder could not, we hold that there is legally sufficient evidence to support the trial court's findings that Evangel Temple did not breach the Agreement. Likewise, after considering and weighing all of the evidence pertinent to the trial court's findings, we cannot say that the evidence supporting the trial court's findings is so weak or contrary to the overwhelming weight of all the evidence that it should be set aside and a new trial ordered. We overrule Wood Care's second issue.
  
  
• 9. Explain who won, and conclusion