PRESENT: All the Justices 

PHILIP B. BAYSDEN 

v. Record No. 011880 OPINION BY JUSTICE ELIZABETH B. LACY 

 June 7, 2002 

JAMES F. ROCHE, III 

FROM THE CIRCUIT COURT OF STAFFORD COUNTY 

James W. Haley, Jr., Judge 

 This case arises out of a claim Philip B. Baysden brought 

against James F. Roche, III, for failure to repay a $50,000 

loan that Baysden obtained for the purpose of advancing the 

proceeds to Roche, pursuant to the parties' oral agreement. 

The trial court granted Roche's motion to strike at the 

conclusion of Baysden's case-in-chief. We hold that, when 

viewed in the light most favorable to Baysden, there was 

sufficient evidence to raise an issue for the jury as to 

whether the parties had entered into an oral agreement, and 

that two check endorsements were evidence that the oral 

agreement was performed, not writings setting forth partial 

terms of a written contract. Therefore, the trial court 

improperly granted the motion to strike. 

 Baysden filed a motion for judgment against Roche 

alleging inter alia breach of an oral contract. At trial 

Baysden produced the following evidence. Roche owned a 

construction business called Embassy Homes, Inc. (Embassy 

Homes). Baysden worked as a real estate agent for Jack Baker 
and Associates d/b/a Why USA and was assigned to work as a 

salesperson for Embassy Homes. While serving in that 

capacity, Baysden spent five to six days a week in the Embassy 

Homes office and became friendly with Roche. Roche had 

confided in Baysden that Embassy Homes was suffering from 

serious cash flow problems. Roche invested a significant 

portion of his personal money in the business in an effort to 

save the project and could not qualify for any further loans.

 Baysden testified that he made an oral agreement to lend 

$50,000 to Roche personally in order that Roche could, in 

turn, use the money to help Embassy Homes overcome its 

financial problems. The terms of the oral agreement, 

according to Baysden, were that he would obtain a $50,000 loan 

and advance the money to Roche for use in Embassy Homes. In 

exchange, Roche would make all principal and interest payments 

on the loan and he would pay Baysden $5,000 per year for each 

year that the loan was actually outstanding, up to four years.

 Thomas M. Heck-Howard, a commercial loan officer at 

Central Fidelity Bank and mutual friend of Baysden and Roche, 

processed the loan. The loan documents recited that Baysden's 

purpose in taking the loan was for a "business investment," 

but Baysden testified that the investment was not an 

investment in Embassy Homes. Heck-Howard testified that when 

Baysden discussed obtaining the loan he said, "he was going to 

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give the money to [Roche] for the business." Roche, Baysden, 

and Heck-Howard were all present when Baysden received the 

loan in the form of two $25,000 cashier's checks issued by 

Central Fidelity. At Roche's request, Baysden endorsed the 

checks to Embassy Homes directly. 

 Eight interest payments were made on the loan before 

Embassy Homes and Roche and his wife declared bankruptcy. At 

that point, Heck-Howard contacted Baysden and informed him 

that, as a result of the bankruptcy, "[Roche] and Embassy 

[Homes] were no longer making the payments and that [Baysden] 

would have to start making the payments himself." Over the 

next four years, Baysden paid $50,000 in principal and 

$9,367.18 in interest to satisfy the loan. In his motion for 

judgment, Baysden seeks recovery of these amounts from Roche. 

 In considering a motion to strike for failure to 

establish a prima facie case, the trial court was required to 

view the facts in the light most favorable to Baysden and to

draw all fair inferences therefrom. Hadeed v. Medic-24, Ltd., 

237 Va. 277, 285-86, 377 S.E.2d 589, 593 (1989) (relying upon 

Walton v. Walton, 168 Va. 418, 423, 191 S.E. 768, 770 (1937)). 

That same standard is applicable to our review of the decision 

of the trial court granting the motion to strike. Washburn v. 

Klara, 263 Va. 586, 561 S.E.2d 682 (2002) (applying these 

principles on appellate review); see also Walton, 168 Va. at 

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423, 191 S.E. at 770. Applying that standard, we hold that 

Baysden's evidence established a prima facie case on his 

breach of contract claim. The evidence, taken in the light 

most favorable to Baysden with all reasonable inferences drawn 

in his favor, demonstrated that the parties had an oral 

contract, which Roche breached, and that Baysden was damaged 

by the breach. 

 The trial court granted the motion to strike on the 

premise that the cancelled checks were "documentary evidence 

of the loan." Applying the partial integration doctrine, the 

trial court concluded that Baysden's parol evidence that Roche 

and Baysden were the parties to the contract was inadmissible 

to vary the written terms of the contract which, according to 

the trial court, clearly and unambiguously indicated that the 

contract was between Baysden and Embassy Homes. This was 

error. The partial integration rule applies to instances in 

which part of the contract is written. Under that doctrine, 

parol evidence may be considered to show additional terms or 

the entire agreement, as long as those terms are not 

inconsistent with the written part of the contract. High 

Knob, Inc. v. Allen, 205 Va. 503, 506, 138 S.E.2d 49, 52 

(1964). However, in this case Baysden did not allege a 

written contract or that the checks and endorsements at issue 

were part of a written contract. Rather, Baysden asserted the 

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contract was oral and that the checks and endorsements were 

simply evidence of the performance of the oral contract. 

Documentary evidence of the existence of a contract may be 

evidence that is separate and apart from the contract itself. 

In ruling on the motion to strike, the trial court was 

required to consider the evidence in the light most favorable 

to Baysden and, therefore, should have considered the checks 

and endorsements as evidence of the existence of a contract, 

not as the terms of the contract itself. 

 Accordingly, for the above reasons, we will reverse the 

judgment of the trial court and remand the case for further 

proceedings. 

Reversed and remanded.

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