The parol evidence rule provides that, when two parties have made a contract and have expressed it in a writing which they both have agreed to as being a complete and accurate integration of that contract, extrinsic evidence of antecedent and contemporaneous understandings and negotiations is inadmissible for the purpose of varying or contradicting the writing. Kassin v. Arc-Mation, Inc, 94 Mich. App. 520, 525; 288 N.W.2d 413 (1979); Michigan Bank, National Ass'n v. William J Kahlich, Inc, 23 Mich. App. 483, 488; 179 N.W.2d 29 (1970). However, this rule is not without qualifications.
Appellant urges that none of the guarantee documents were intended by the parties to serve as the full integration of their agreement. Appellant relies on NAG Enterprises, Inc v All State Industries, Inc, 407 Mich. 407; 285 N.W.2d 770 (1979), and Michigan Bank, National Ass'n v WilliamJ Kahlich, Inc, 23 Mich. App. 483; 179 N.W.2d 29 (1970), in support of its position. In both those cases, the granting of summary judgment was found to be improper where the party seeking to introduce parol evidence filed a counterclaim, alleging the existence of certain facts, which, if true, would have supported an inference that the guarantee in question did not constitute the complete agreement of the parties.
Id. A constructive trust is an appropriate remedy to prevent unjust enrichment of one who unlawfully deprives another of his property interest. Id. at 517; see also Mich. Nat'l Bank Ass'n v. William Kahlich, Inc., 23 Mich. App. 483, 487, 179 N.W.2d 29, 31 (1970). In this case, Plaintiff claims that CHP and Hurttgam received over $268,000 for doing nothing and then they gave Gusmano over half of the money, $139,000, as a kickback.
A constructive trust arises by operation of law where a person holding title to property is subject to an equitable duty to convey it to another on the ground that he would be unjustly enriched if he were permitted to retain it. Michigan Bank v. Kahlich, Inc., 23 Mich. App. 483, 487, 179 N.W.2d 29 (1970), citing 5 Scott on Trusts (3d ed.) § 462.1, p. 3415. Although it is most commonly used as a remedial device where control of the subject assets is obtained by fraud, fraud is not the exclusive predicate.
A constructive trust arises by operation of law where a person holding title to property is subject to an equitable duty to convey it to another on the ground that he would be unjustly enriched if he were permitted to retain it. Michigan Bank v. Kahlich, Inc., 23 Mich. App. 483, 487, 179 N.W.2d 29 (1970), citing 5 Scott on Trusts (3d ed.) § 462.1, p. 3415. Although it is most commonly used as a remedial device where control of the subject assets is obtained by fraud, fraud is not the exclusive predicate.
Lynder v S S Kresge Co, 329 Mich. 359, 369 (1951). Parol which does not vary or contradict the unambiguous terms of a written instrument is admissible. Michigan Bank v Kahlich, Inc, 23 Mich. App. 483 (1970). Whether Clause 9 is so unambiguous as to prohibit the admission of parol to interpret it was a question obviously decided in favor of the plaintiff by the trial judge, a ruling which we do not find clearly erroneous and therefore must affirm.