AIRLIFT INTERNATIONAL, INC., A FLORIDA CORPORATION, APPELLANT,
v.
WILLIAN R. BOYD AND FIRST NATIONAL BANK OF BAY HARBOR ISLANDS, APPELLEES
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A union's refusal to cooperate with an equal employment opportunity plan, even if not a signatory, can constitute a pattern or practice of resistance to Title VII rights, especially when combined with historical discriminatory practices.
[1] The terms of a valid written instrument cannot be varied by a verbal agreement made before or at the time of the instrument's execution.
[2] Parol evidence is inadmissible to contradict, vary, defeat, or modify a complete and unambiguous written instrument.
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Defendant-appellant appeals an adverse final judgment entered pursuant to amotion to set aside the jury verdict and to have judgment entered in accordance with plaintiff’s motion for directed verdict.
On February 1, 1968 plaintiff-appellee,1 William Boyd, entered into a five year employment contract with the defendant-appellant, Airlift International, Inc. Paragraph 3(b) of the contract relevant to the case sub judice is as follows:
“3. EXTENT OF SERVICES
* * * * * *
“(b) In the event that Airlift’s directors or stockholders should by appropriate action duly taken in accordance with Airlift’s Certificate of Incorporation, By-Laws, and the law of Florida, relieve Boyd of his duties as herein' provided, Airlift shall nonetheless continue to pay Boyd and/or his personal representative or other designee (as hereinafter provided) his basic compensation for the balance of the term of this agreement; provided, however, that in the event of being so relieved, Boyd shall not be an officer or director of another corporation or other entity engaged in the same business as that of Airlift (i. e., a scheduled cargo carrier and contract passenger carrier) for the balance of the term of this agreement. For purposes of this Paragraph 3(b), a certificated trunk carrier will not be considered to be a corporation or other entity engaged in the same business as that of Airlift.”
In a letter2 dated August 25, 1969 defendant-appellant, Airlift International, Inc., terminated plaintiff’s employment pursuant to paragraph 3(b) of the employment contract. For 16 months thereafter, plaintiff-appellee continued to 'receive his salary checks through and including December 31, 1970, after which defendant discontinued sending them. Plaintiff filed suit and sought $95,632.57 as the balance due under the terms of the contract. Appellant alleged that prior to appellee’s termination, an oral agreement had been entered into whereby Airlift agreed to pay plaintiff Boyd 50% of the balance due under the con*59tract in equal monthly installments in order to compromise and settle any claim Boyd might assert under the employment contract. Defendant-appellant also asserted that plaintiff-appellee had misrepresented his ability and experience to handle the position for which he was employed and counter-claimed on this ground for breach of contract. At the trial, Airlift International, Inc. was not permitted to examine the plaintiff regarding the alleged oral agreement leading up to the letter of termination of August 25, 1969. The jury awarded plaintiff $48,000. Thereafter, the court granted plaintiff’s motion for directed verdit against Airlift on its counterclaim, granted his motion to set aside the jury verdict, and then entered judgment in his favor in the amount of $95,632.57.
On appeal, appellant argues that the trial court was in error in refusing to allow testimony to be elicited by Airlift International, Inc. to show the circumstances surrounding the execution and delivery of the letter of termination and the oral settlement agreement reached between Boyd and Airlift prior to the delivery of the letter.
The letter of August 25, 1969 is clear that plaintiff’s employment was being terminated pursuant to paragraph 3(b) which entitled plaintiff to his basic compensation for the balance of the term of the contract.
Further, it is well established that the terms of a valid written instrument cannot be varied by a verbal agreement or other extrinsic evidence where such agreement was made before or at the time of the instrument in question. This rule prohibits the use of parol evidence as in the case at bar to contradict, vary, defeat, or modify a complete unambiguous written instrument or to change, add to, or subtract from it, or affect its construction. See 13 Fla.Jur. Evidence § 383 (1957) and cases cited therein. Thus, the trial judge was eminently correct'in not allowing the appellant to examine the plaintiff regarding the alleged oral agreement surrounding the execution of the employment termination letter.
We also noted that the preamble 3 to the employment contract recites plaintiff’s experience as a competent executive and his forfeiture of substantial salary and accrued benefits to accept employment with the defendant-appellant, Airlift International, Inc., and, therefore, it would not be unusual to find a contract provision like 3(b) under the circumstances in the instant case.
In light of the above, we hold that appellant’s argument must fail.
We have considered appellant’s remaining points on appeal and find them to be without merit.
Accordingly, the judgment herein appealed is hereby affirmed.
Affirmed.
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Gould v. Nat'l Bank OF Fla., 421 So. 2d 798 (Fla. 3d DCA 1982)…d. . Appellees argue that the decision to grant a new trial could also be based on an error committed by the trial court in admitting parol evidence to contradict the written terms of the promissory note, citing Airlift International, Inc. v. Boyd, 280 So. 2d 57 (Fla. 3d DCA 1973) and Jonat Properties, Inc. v. Gateman, 226 So. 2d 703 (Fla. 3d DCA 1969). The argument and authorities are inapplicable. In this case parol evidence was properly admitted to connect two written instruments and show that they were…
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Chippas v. Midland Ins. Co., 456 So. 2d 495 (Fla. 3d DCA 1984)…extensive parol testimony concerning the parties’ purported “intent” when they were executed. E.g. Mohasco Industries, Inc. v. Maxwell Co., supra; Sears v. James Talcott, Inc., 174 So. 2d 776 (Fla. 2d DCA 1965); Airlift International, Inc. v. Boyd, 280 So. 2d 57 (Fla. 3d DCA 1973), cert. denied, 284 So. 2d 698 (Fla.1973). We need not concern ourselves, therefore, with the thus-irrelevant question of whether the record supports the lower court's finding that’ Chippas and Midland both "intended” the mortgages…
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Searle v. Fortune Fed. Sav. & Loan Ass'n, 480 So. 2d 187 (Fla. 2d DCA 1985)…parol evidence rule. The court denied the motion to transfer and this appeal timely followed. We agree that parol evidence is inadmissible to vary, contradict, or add to the terms of an unambiguous written instrument. Airlift Int’l., Inc. v. Boyd, 280 So. 2d 57 (Fla. 3d DCA), cert. denied, 284 So. 2d 698 (Fla.1973). The parol evidence rule, however, does not prohibit the maker of a note from contesting venue in an action where the parties have not, within the instrument, agreed to venue. Searle’s affidavit…
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