The recitals preceding the operative provisions of a contractual document typically do not "control the operative clauses" but may be used to "determin[e] the proper construction of the contract and the parties' intention." See Gwaltney v. Russell, 984 So. 2d 1125, 1132-33 (Ala. 2007) (quoting Ingalls Iron Works Co. v. Ingalls, 53 So. 2d 847, 849 (Ala. 1951)). The recitals "should be reconciled with the operative clauses, and given effect, so far as possible; but where the recital is so inconsistent with the covenant or promise that they cannot be harmonized, the latter, if unambiguous, prevails."
Even if equitable estoppel fails as a defense, laches is a bar to recovery when it is inequitable or unfair to permit a claim to be enforced when some change of condition has taken place that would make the enforcement of a claim unjust. Gwaltney v. Russell, 984 So. 2d 1125, 1130 (Ala. 2007). The Gentlemen's Agreement, in effect from August 2001 until November 2006, and its late, unilateral cancellation, is just such a change in condition.
In other words, recitals, especially when ambiguous, cannot control the clearly expressed stipulations of the parties." Gwaltney v. Russell, 984 So.2d 1125, 1133 (Ala. 2007) (internal quotation marks and citations omitted). Additionally — even if the preamble rule did not lead to the conclusion that "services" are not synonymous with "events" — "an ambiguous contract is generally construed against the drafter."
The primary rule of construction is that the court must, if possible, ascertain and give effect to the common intention of the parties." Parr v. Godwin, 463 So.2d 129, 132 (Ala.1984); Logan v. Citizens Nat. Bank of Opp, 460 So.2d 1239, 1242 (Ala. 1984); Gwaltney v. Russell 984 So.2d 1125, 1131 (Ala. 2007). When a contract is unambiguous on its face, contract law requires the court to enforce it as written. P&S Business, Inc. v.South Bell Telephone Co., 466 So. 2d 928, 931 (Ala. 1985).
"In construing a contract, the primary concern of the court is to ascertain the true intent of the parties." Gwaltney v. Russell, 984 So.2d 1125, 1131 (Ala. 2007). "The words of a contract are to be given their ordinary meaning, and the intention of the parties is to be derived from the provisions of the contract."
"In construing a contract, the primary concern of the court is to ascertain the true intent of the parties." Gwaltney v. Russell, 984 So.2d 1125, 1131 (Ala. 2007). "The words of a contract are to be given their ordinary meaning, and the intention of the parties is to be derived from the provisions of the contract."
This Court has stated that, “[i]n construing a contract, the primary concern of the court is to ascertain the true intent of the parties.” Gwaltney v. Russell, 984 So.2d 1125, 1131 (Ala.2007). In this case, the true intent of all the parties has been made manifest by clear and direct testimony, and it is undisputed that all parties to the December 2003 loan intended for the mortgage to encumber Parcel 1. That was the agreement the parties had made, and the December 2003 mortgage failed to clearly capture that intent only because of a mistake by the preparer.
In addition, "`the intention of the parties must be gathered from the four corners of the contract interpreted in the light of the occasion which gave rise to the contract, the relation of the parties and the objects to be accomplished.'" Gwaltney v. Russell, 984 So.2d 1125, 1133 (Ala. 2007) (quoting Ingalls Iron Works Co. v. Ingalls, 256 Ala. 124, 127, 53 So.2d 847, 849 (1951)). A thorough review of the lease agreement reveals the following provisions: Stackhouse was to pay a security deposit upon signing the lease agreement, Stack-house was encouraged to obtain renter's insurance to protect her personal property, Stackhouse was to occupy the apartment as only a personal residence, and Stack-house was to pay an additional pet deposit if animals were allowed to live indoors.