Under well-established Georgia law, “[p]rior and contemporaneous statements and agreements cannot be shown to vary, contradict or change the terms of a valid written contract purporting on its face to contain all the terms of an agreement between parties.” Taylor Freezer Sales Co. v. Hydrick, 138 Ga.App. 738, 741(4), 227 S.E.2d 494 (1976). See also Zaglin v. Atlanta Army Navy Store, 275 Ga.App. 855, 622 S.E.2d 73 (2005) (handwritten note constituted inadmissible parol evidence because when a written contract “is complete on its face,” evidence that “contradicts the terms of the written instrument” is inadmissible). “Thus, the parol evidence rule bars any attempt to contradict, vary or supplement the consideration stated in an integrated contract.”
(c) Oral Post–Lease Promises. See Taylor Freezer Sales Co. Inc. v. Hydrick, 138 Ga.App. 738, 741(4), 227 S.E.2d 494 (1976) (“Prior and contemporaneous statements and agreements cannot be shown to vary, contradict or change the terms of a valid written contract purporting on its face to contain all the terms of an agreement between parties.”) Further, we note that Sebastian executed the Amendment in September 2006, knowing that Jaraysi had not completed construction of the office building by May 2006. Sebastian argues that Jaraysi should be bound by his promises under the doctrine of promissory estoppel, but because he signed the Amendment with full knowledge that Jaraysi's promise of completion by May 2006 had not occurred, he cannot establish that he was induced to sign the lease in reliance on the promise.
See Travelers Indem. Co. v. A. M. Pullen Co., 161 Ga. App. 784, 789 (6) ( 289 S.E.2d 792) (1982); Wahnschaff Corp. v. O. E. Clark c. Co., 166 Ga. App. 242, 243 (1) ( 304 S.E.2d 91) (1983). Because the lease is incomplete and ambiguous, parol evidence is admissible to ascertain the intention of the parties and to explain exactly what its terms were. Taylor Freezer Sales Co. v. Hydrick, 138 Ga. App. 738 ( 227 S.E.2d 494) (1976). Accord Gans v. Ga. Fed. Savings c. Assn., 179 Ga. App. 660, 663 (2) ( 347 S.E.2d 615) (1986).
That question was one of law for decision by the trial court. Taylor Freezer Sales Co. v. Hydrick, 138 Ga. App. 738, 739 ( 227 S.E.2d 494). Applying the principles of the doctrine of ejusdem generis, we agree with the trial court that the bare occurrence of a violation of law alone which does not manifest the creation or maintenance of a threat to the safety of other tenants does not pose the threat which warrants the issuance of a ten-day notice.
Where there appears to be an ambiguity in the contract, however, a jury question may arise, since resolution of the apparent ambiguity may require a consideration of evidence (including parol evidence) regarding the facts which reflect the intention of the parties in entering into the contract. See, e.g., Tidwell v. Carroll Bldrs., 251 Ga. 415 ( 306 S.E.2d 279) (1983); Andrews v. Skinner, 158 Ga. App. 229 ( 279 S.E.2d 523) (1981); Taylor Freezer Sales Co. v. Hydrick, 138 Ga. App. 738 ( 227 S.E.2d 494) (1976). Questions of fact, of course, are the province of the jury.
As we have noted in Division 1, supra, when it is impossible to determine the intent of the parties from the language of the contract itself, it is proper to introduce extrinsic evidence, including parol evidence, to establish that intent. Andrews v. Skinner, supra; Taylor Freezer Sales Co. v. Hydrick, 138 Ga. App. 738 ( 227 S.E.2d 494) (1976); Chambliss v. Hall, 113 Ga. App. 96 ( 147 S.E.2d 334) (1966). The proscription of parol evidence, which was designed to protect the finality of contracts, applies only when the contract on its face is complete and unambiguous.
It is the duty of the trial court to construe a contract unless it is ambiguous, in which case parol evidence may be allowed for the purpose of ascertaining the intention of the parties. Taylor Freezer Sales Co. v. Hydrick, 138 Ga. App. 738, 739 ( 227 S.E.2d 494). However, courts are not at liberty to revise a contract while professing to construe it. Smith v. Standard Oil Co., 227 Ga. 268 (1) ( 180 S.E.2d 691); Stuckey v. Kahn, 140 Ga. App. 602, 606 ( 231 S.E.2d 565). There is no construction required or even permissible when the language employed by the parties in the contract is plain, unambiguous and capable of only one reasonable interpretation.
Moreover, we do not find that the testimony at issue constituted evidence of an independent and complete contract within itself, which would not come within the parol evidence rule. See Taylor FreezerSales Co. v. Hydrick, 138 Ga. App. 738, 741 ( 227 S.E.2d 494) (1976). As stated above, it is clear that the testimony was not offered to prove a separate contract, but was offered, at best, to prove that the parties contemplated something other than what was actually provided for in the letter agreement.
" Generally, all prior and contemporaneous oral agreements between contracting parties are merged into the written contract which purports to be the entire agreement of the parties, although a distinct, collateral oral agreement which is not inconsistent with the written contract may still be proven. S. S. Builders v. Equitable Investment Corp., 219 Ga. 557 ( 134 S.E.2d 777) (1964); Taylor Freezer Sales Co. v. Hydrick, 138 Ga. App. 738 ( 227 S.E.2d 494) (1976). Adams contends that from the outset of the negotiations both the broker and Hungry Bull assured him that he would be in operation of his restaurant within 6 months, and that he understood the franchise agreement to be contingent upon that timely opening.
Timmers also agreed to return the premises to appellants at the expiration of this lease in as good condition and repair as when first received. Timmers moved for summary judgment maintaining that there were no disputed questions of fact and that the issues were properly determined by the court (see Taylor Freezer Sales Co. v. Hydrick, 138 Ga. App. 738, 739 ( 227 S.E.2d 494)). Appellants moved for partial summary judgment as to liability reserving questions of damages. The trial court granted Timmers' motion for summary judgment, denied appellants' motion for partial summary judgment, and dismissed the action.