(Footnotes omitted.) Coleman v. Arrington Auto Sales Rentals, 294 Ga. App. 247 ( 669 SE2d 414) (2008). So viewed, the evidence shows that in February 2002, McKinley and Coliseum entered into a Physician Employment Agreement (the "Agreement") commencing on August 1, 2002 and terminating on September 30, 2006. Exhibit B of the Agreement provided that McKinley would be paid "the difference between "(a) the product of Ninety percent (90%) of the Practice's Precompensation Earnings, and (b) Physician Expenses.'" Exhibit B further defined "precompensation earnings" as the difference between net practice revenues (defined as all gross revenues) and practice operating expenses.
(Citation and punctuation omitted.) Coleman v. Arrington Auto Sales & Rentals , 294 Ga. App. 247, 249 (2), 669 S.E.2d 414 (2008) ; see also OCGA § 13-2-2 (1). Thus, Overlook's reliance on Orix's alleged oral promises to get the best rates directly contradicts the written contracts, and thus such promises are unenforceable.
(punctuation omitted)).Coleman v. Arrington Auto Sales & Rentals , 294 Ga. App. 247, 249 (2), 669 S.E.2d 414 (2008). Here, we agree with the trial court that adopting the defendants’ interpretation of Section 3.3 would essentially require us to go beyond construing that provision and revise it.
We review the grant of summary judgment de novo, construing the evidence and all reasonable inferences in favor of the non-moving party. See Coleman v. Arrington Auto Sales & Rentals , 294 Ga. App. 247, 669 S.E.2d 414 (2008). So viewed, the record shows that Watson and Samdperil formed TSE in 2012, with each holding a 50 percent membership interest in the company.
” Coleman v. Arrington Auto Sales & Rentals, 294 Ga.App. 247, 249(2), 669 S.E.2d 414 (2008) (punctuation omitted). Id. (punctuation omitted).
While parol evidence as to a party's understanding of the contract “is admissible to explain ambiguities and to aid in the construction of contracts, it is not admissible to contradict or construe an unambiguous contract.” (Footnotes omitted.) Coleman v. Arrington Auto Sales & Rentals, 294 Ga.App. 247, 249(2), 669 S.E.2d 414 (2008). And as is discussed more fully below, the contract language at issue is not ambiguous.
Notwithstanding the fact that the Note did not contain a merger clause, the Note is clearly an integrated document with no evidence on its face to suggest otherwise. The Note unambiguously expressed the remedies that immediately became available to Georgia Trust when Lovell defaulted on the Note. Nothing in the express remedy provisions required Georgia Trust to “work with” or engage in prelitigation negotiations as a condition to filing and pursuing a collection lawsuit. Lovell's reliance upon parol evidence to impose such non-existent conditions is unavailing.See Trendmark Homes, Inc. v. Bank of North Georgia, 314 Ga.App. 886, 888, 726 S.E.2d 138 (2012) (debtor did not allege any ambiguity in loan documents or modification in writing, and negotiations regarding lowered payoff amount, which were not reduced to writing did not alter the written promissory notes or their enforceability); see also Coleman v. Arrington Auto Sales & Rentals, 294 Ga.App. 247, 249(2), 669 S.E.2d 414 (2008) (testimony intended to contradict or vary the clear and unambiguous terms of the promissory note and installment contracts was inadmissible under the parol evidence rule). Furthermore, the Note's Applicable Law provision provides that “[n]o modification of this agreement may be made without [Georgia Trust's] express written consent.”
Thus, this litigation involves the interpretation of a contract, and where the language of a contract is clear, unambiguous, and capable of only one reasonable interpretation, contract construction is a matter of law for the trial court. Homer v. Bd. of Regents of the University Sys. of Ga., 272 Ga.App. 683, 686, 613 S.E.2d 205 (2005) ; Coleman v. Arrington Auto Sales & Rentals, 294 Ga.App. 247, 249(2), 669 S.E.2d 414 (2008) (no contractual ambiguity exists "where, examining the contract as a whole and affording the words used therein their plain and ordinary meaning, the contract is capable of only one reasonable interpretation") Moreover, in actions for breach of contract, damages are given as compensation for the breach. OCGA § 13–6–1.
; see also Gans, 347 S.E.2d at 618 (stating that extrinsic evidence is admissible to establish the parties' understanding of the terms of the contract at the time of its execution). Likewise, parol evidence “as to the surrounding circumstances is admissible to explain ambiguities and to aid in the construction of contracts.” Coleman v. Arrington Auto Sales & Rentals, 669 S.E.2d 414, 416 (Ga.Ct.App. 2008); see also Christian v. Christian, 794 S.E.2d 51, 55 (Ga. 2016) (explaining that the trial court “should have looked beyond [the disputed paragraph] to determine if the ambiguity [in the agreement] was clarified when viewed in the context of the entire [a]greement, and if not, should have considered parol evidence to determine the meaning of [the disputed paragraph]”). As relevant here, the Court will employ the following rules of construction to resolve the ambiguity in Section 30.3: (i) the disputed language must be read in light of the contract as a whole and within the context in which the contract was created; (ii) an ambiguity in a contract should be construed against the drafter of the contract; (iii) a surety's obligations must be strictly and narrowly construed; and (iv)
An ambiguous contract "leave[s] the intent of the parties in question." Id. (quoting Coleman v. Arrington Auto Sales & Rentals, 669 S.E.2d 414, 416 (Ga. Ct. App. 2008)). Under Georgia law, insurance contracts are interpreted through the ordinary rules of contract construction with the goal of ascertaining the intention of the parties.