FOR PUBLICATION
ATTORNEY FOR APPELLANT
: ATTORNEY FOR APPELLEE:
STEVEN K. HAHN F. STEPHEN SHEETS
Zeimer Stayman Weitzel & Shoulders, LLP Evansville, Indiana
Evansville, Indiana
RICH EVANS, )
)
Appellant-Defendant, )
)
vs. ) No. 87A05-0006-CV-222
)
MEDICAL AND PROFESSIONAL )
COLLECTION SERVICES, INC., )
)
Appellee-Plaintiff. )
OPINION - FOR PUBLICATION
FRIEDLANDER, Judge
We reverse.
The record discloses that, on August 10, 1998, TSI entered into a contract
with "Evans Ford" whereby TSI would provide cable advertising for the car dealership
owned by Evans. TSI placed the dealership's business address on the contract.
Evans signed the agreement. Under his illegible signature, in the space
denominated "Title", Evans wrote what appears to be "President". Record at 100
(side 1). The contract identifies "[t]he organization contracting for cable TV tine
[sic] by this contract" as "AGENCY". Record at 100 (side 2).
Under "PAYMENT AND BILLING", the instrument provides in relevant part:
(e) STATION agrees to hold AGENCY solely liable for payment to be made
under this contract, except that where AGENCY is not an advertising agency, the
person, firm or corporation which authorizes AGENCY to contract for cablecast time hereunder
shall be liable in the event of default by AGENCY.
(f) If collection or court action would become necessary, AGENCY remains liable
for collection, court and or attorney fees.
Id.
TSI sent invoices to "Evan's Ford" at its business address, but the dealership
did not pay $3,600.00 in advertising fees incurred. TSI then sent invoices
to Evans at his residence. When it still did not receive payment,
TSI assigned its right to collect the debt to Collection Services, which filed
a complaint against Evans personally.
Evans requested findings of fact and conclusions thereon pursuant to Ind. Trial Rule
52(A). At the bench trial, Evans testified that his business was organized
as a corporation under the name of Evans Lincoln Mercury Ford, Inc.
He further testified that he was in the process of selling that business.
After a bench trial, the trial court found that "Rich Evans contracted
with [TSI] for cablecast advertising as evidenced by the written contract". Record
at 50. The court further determined that "AGENCY", as used in the
contract, refers to Rich Evans and, thus, ordered Evans personally liable for cablecast
services of $3,600.00, collection fees of $1,200.00, attorney's fees of $1,325.00, and prejudgment
interest of $276.27, for a total judgment of $6,401.27, plus costs. Evans
appeals that ruling, insisting that he is not personally liable for debt incurred
by his business.
Both parties agree that, when a party has requested specific findings of fact
and conclusions of law under Ind. Trial Rule 52(A), we review the judgment
by determining, first, whether the evidence supports the findings and, second, whether the
findings support the judgment. Perkins v. Owens, 721 N.E.2d 289 (Ind. Ct.
App. 1999). In undertaking our review, we consider only the evidence favorable
to the judgment and all reasonable inferences flowing therefrom, and we neither reweigh
the evidence nor assess witness credibility. Morgan County v. Ferguson, 712 N.E.2d
1038 (Ind. Ct. App. 1999).
See footnote
This case, however, involves contract interpretation. When interpreting a written contract, our
goal is to determine the intent of the parties at the time of
execution as revealed by the language they chose in expressing their rights and
responsibilities.
Anderson v. Horizon Homes, Inc., 644 N.E.2d 1281 (Ind. Ct. App.
1995), trans. denied. Where the terms of a contract are unambiguous, the
meaning of the contract is determined as a matter of law. Id.
Thus, interpretation of the contract is a question to which this court
owes no deference. See id.; Bernstein v. Glavin, 725 N.E.2d 455 (Ind.
Ct. App. 2000), trans. denied.
On the other hand, when the meaning of the contract cannot be gleaned
from the four corners of the instrument, the intention of the parties becomes
a question of fact, and resort to extrinsic evidence is proper. Anderson
v. Horizon Homes, Inc., 644 N.E.2d 1281. Under that scenario, our review
of a court's findings is deferential. In any event, the threshold question
of whether a contract is ambiguous is also a question of law.
Bernstein v. Glavin, 725 N.E.2d 455. The test for determining if a
contract is ambiguous is whether reasonable persons would find the agreement subject to
more than one interpretation. Anderson v. Horizon Homes, Inc., 644 N.E.2d 1281.
First, we disagree with the trial court's finding that Rich Evans personally contracted
with TSI. We need not resort to extrinsic evidence in this instance
because the contract unambiguously states that the agreement is "between [TSI] and Evans
Ford". Record at 100 (page 1). TSI itself designated the business,
not Evans, as the party with whom it had contracted. It also
listed the relevant address as that of the business. Further, Evans signed
the document in his representative rather than his personal capacity.
We also disagree with the court's finding that "AGENCY", as used in the
contract, refers to Evans. "AGENCY" is specifically defined as "[t]he organization contracting
for cable TV tine [sic] by this contract". Record at 100 (page
2). The organization named in the contract is "Evans Ford", the car
dealership. Although Evans testified that the name of the dealership was Evans
Lincoln Mercury Ford, Inc., not Evans Ford, the intent of the parties is
clear. TSI contracted with the corporation to provide advertising services. Evans
is not a party to the contract, and he cannot be held personally
liable for the corporate debt.
Judgment reversed.
MATTINGLY, J., and BAILEY, J., concur.