§ 19-12 Contract - when Two Contracts Are to Be Construed as One Contract

• Library: South Carolina Requests to Charge - Civil (SCBar) (2016 Ed.)

§ 19-12 Contract - When Two Contracts are to be Construed as One Contract

Under South Carolina law, two contracts executed at different times relating to the same subject matter, entered into by the same parties, are to be construed as one contract and considered as a whole. The date of the writings constituting the transaction is not material. Moreover, where one of the contracts explains, amplifies or limits the other, those provisions will be given effect between the parties so that the whole agreement, as actually contracted by the parties, may be effectuated.

In other words, where the instruments have not been executed simultaneously but relate to the same subject matter and have been entered into by the same parties, the transaction comprising the contract will be considered as a whole. This is true even though the transaction consumed more than one day. Construing contemporaneous instruments together means simply that if there are any provisions in one instrument limiting, explaining, or otherwise affecting the provisions of another, they will be given effect between the parties so that the whole agreement as actually made may be given effect. One contract draws contractual sustenance from the other.

See Cafe Assoc., Ltd. v. Gerngross, 305 S.C. 6, 406 S.E.2d 162 (1991); Wilbur Smith and Assocs. v. National Bank of South Carolina, 274 S.C. 296, 263 S.E.2d 643 (1980); Klutts Resort Realty,

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