Present: Carrico, C.J., Compton, Lacy, Hassell, Keenan, and 

 Kinser, JJ., and Whiting, Senior Justice 

WARD'S EQUIPMENT, 

INC., ET AL. 

OPINION BY JUSTICE A. CHRISTIAN COMPTON 

v. Record No. 962544 October 31, 1997 

NEW HOLLAND NORTH AMERICA, INC. 

FROM THE CIRCUIT COURT OF HALIFAX COUNTY 

Charles L. McCormick, III, Judge 

 In this controversy arising from a written contract between 

a manufacturer and a dealer in farm equipment, the case turns 

upon whether a party suing for damages may allege facts that 

essentially reform the contract and thereby withstand demurrer. 

 In June 1995, appellants Ward's Equipment, Inc., Carl Ward, 

and Anne Ward (collectively, the dealer) sued appellee New 

Holland North America, Inc., successor to Ford New Holland, Inc. 

(the manufacturer or the company). The dealer is a Virginia 

corporation with its principal place of business in South Boston. 

 The manufacturer is a Delaware corporation with its principal 

place of business in New Holland, Pennsylvania. 

 In a "bill of complaint" filed on the chancery side of the 

court below, the dealer sought compensatory and punitive damages 

for alleged breaches of contract and alleged tortious activity, 

and asked for a trial by jury. Attached as the only exhibit to 

the dealer's pleading is a letter dated October 3, 1994 from the 

manufacturer to the dealer discussing the parties' obligations 

under a Dealer Agreement. The dealer did not incorporate the 

terms of the Dealer Agreement in its "bill of complaint." 

 Responding, the manufacturer filed a demurrer and a motion 
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craving oyer. Among the grounds of the demurrer, the 

manufacturer asserted the trial court "lacks equity jurisdiction 

in that Plaintiffs have a complete and adequate remedy at law." 

The trial court never was asked to rule on this ground. 

 In the motion craving oyer, the manufacturer asserted that 

the dealer's complaint "identifies and characterizes, but fails 

to include, the written Dealer Agreement" between the parties 

dated August 14, 1987. The motion further stated: "It is 

necessary and proper for the Dealer Agreement and Schedule C 

thereto to be produced, oyer taken of it and that it becomes per

se a matter of record for the consideration of this Court on New 

Holland's demurrer, and for all other purposes as if copied at 

large in Plaintiffs' Bill of Complaint." Concluding, the 

manufacturer asked the court to order a complete copy of the 

Dealer Agreement filed, to be "deemed an exhibit to Plaintiffs' 

Bill of Complaint." The motion was unopposed and was granted 

during a July 1996 hearing on the demurrer. 

 Following oral argument, the trial court sustained the 

demurrer and denied the dealer's motion for leave to file an 

amended complaint. We awarded the dealer an appeal from the 

trial court's September 1996 final order dismissing the action 

with prejudice. 

 Settled criteria governing a trial court's consideration of 

a demurrer should be reviewed. A demurrer admits the truth of 

all properly pleaded material facts. "All reasonable factual 
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inferences fairly and justly drawn from the facts alleged must be 

considered in aid of the pleading. However, a demurrer does not 

admit the correctness of the pleader's conclusions of law." Fox

v. Custis, 236 Va. 69, 71, 372 S.E.2d 373, 374 (1988). 

 When a demurrant's motion craving oyer has been granted, the 

court in ruling on the demurrer may properly consider the facts 

alleged as amplified by any written agreement added to the record 

on the motion. Hechler Chevrolet, Inc. v. General Motors Corp., 

230 Va. 396, 398, 337 S.E.2d 744, 746 (1985). Furthermore, and 

significant in this appeal, a court considering a demurrer may 

ignore a party's factual allegations contradicted by the terms of 

authentic, unambiguous documents that properly are a part of the 

pleadings. See Fun v. Virginia Military Inst., 245 Va. 249, 253, 

427 S.E.2d 181, 183 (1993). 

 No useful purpose will be served by summarizing in detail 

the dealer's 105-paragraph, 29-page complaint. It is sufficient 

to observe that the dealer mounts a broadside attack on the 

manufacturer as the result of a business decision made by the 

manufacturer and expressed in the October 3 letter, a so-called 

"attrition letter." 

 In that letter, the dealer was notified that the 

manufacturer's "current market representation plan contemplates 

no dealer at your Dealer Location. While we will continue to do 

business as normal with you under the terms of the Dealer 

Agreement, we will not consent to the sale or assignment of your 
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Dealer Agreement. . . ." 

 The dealer alleged that, at the time of this notice, it was 

negotiating a purchase agreement with a Ward family member, and 

that the notice severely restricted or eliminated the dealer's 

ability to consummate the contemplated transaction. The dealer 

also alleged that shortly after sending the attrition letter, the 

manufacturer entered into an agreement with one of the dealer's 

competitors, located 15 miles from the dealer, to begin selling 

equipment previously available in its trade area only at the 

dealer's location. 

 Thus, arising from this climate of keen business 

competition, the dealer sought damages in a 12-count complaint. 

Many of the counts have been abandoned; those still viable are 

labelled "Breach of Contract," "De Facto Termination," "Fraud and 

Misrepresentation," "Estoppel," "Violation of Michigan Statutes," 

and "Violation of Virginia Statutes." 

 On appeal, the dealer contends the trial court erred in 

sustaining the demurrer "by considering questions of fact not in 

the record." There is no merit to this contention. 

 The dealer points to a comment made by the trial judge from 

the bench during the course of sustaining the demurrer. The 

court said the complaint failed to allege the manufacturer had 

engaged in any conduct that was not "authorized" or "anticipated" 

under the terms of the unambiguous August 1987 contract. This 

observation did not amount to a consideration of facts not of 
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record. Rather, the ruling demonstrates that the trial court 

followed the foregoing criteria, which apply when a contract is 

part of the pleadings. The court merely was describing a 

situation in which the dealer has ignored the contract's language 

in asserting claims that the contract refutes. 

 Next, the dealer argues the trial court erred by ignoring 

facts it alleged in support of its assertion that the 

manufacturer breached the contract. The dealer asserted the 

contract breach occurred when the manufacturer "terminated" the 

dealership without cause, unreasonably withheld consent to the 

dealer's sale or assignment of the dealership, failed to deliver 

equipment to it in a timely manner, encroached upon its 

"exclusive market area," and sought to replace it with a 

competitor. The trial court was justified in refusing to accept 

these factual allegations as true because they are refuted by the 

terms of the authentic, unambiguous documents that are a part of 

the pleadings. 

 The contract in issue consists of a two-page "Dealer 

Agreement" and a nine-page document labelled "Dealer Agreement 

Standard Provisions" to which is attached three pages of 

"schedules." The contract provides, "This agreement shall be 

governed by and interpreted in accordance with the laws of the 

State of Michigan." 

 The law of Michigan is the same as Virginia's on the subject 

of contract interpretation. A contract must be construed as 
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written and as a whole with all parts being harmonized whenever 

possible. Associated Truck Lines, Inc. v. Baer, 77 N.W.2d 384, 

386 (Mich. 1956); Paramount Termite Control Co. v. Rector, 238 

Va. 171, 174, 380 S.E.2d 922, 925 (1989). 

 Relevant to the dealer's breach-of-contract argument, the 

Agreement makes clear that the dealer's appointment is as a 

"nonexclusive authorized dealer" and that likewise the dealer's 

trade area, designated in the contract as "Primary Area of 

Responsibility," (PAR) is not exclusive to the dealer. Indeed, 

paragraph 18(a) of the Standard Provisions gives the manufacturer 

the absolute right to alter the dealer's PAR and to appoint 

additional dealers within that area. 

 Additionally, the dealer's claim that it has been 

"terminated" is contradicted by the plain language of the 

contract as amplified by the attrition letter. Consistent with 

the manufacturer's absolute rights set forth in paragraph 18(a), 

the letter clearly explained that it was "not a termination 

notice," indicating the manufacturer would continue to do 

business as normal with the dealer. 

 Also, the dealer did not have the absolute right to sell or 

assign the dealership. Even though paragraph 18(d) acknowledges 

that the dealer "may sell" the dealership, this right is 

constrained by paragraph 18(c), which provides: "The Company 

. . . may refuse to appoint as an authorized dealer any purchaser 

or prospective purchaser of any of the shares or assets of the 
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Dealer." 

 Also, the plain language of the Dealer Agreement refutes any 

factual allegation that the company breached the contract for 

failure to deliver equipment in a timely manner. Paragraph 7(b) 

of the Standard Provisions provides that the company's supplier 

"shall not be responsible for . . . delays in shipments" of 

equipment. 

 Next, the dealer argues the trial court erred by "failing to 

consider" counts in the complaint alleging "fraudulent 

misrepresentation, promissory estoppel, and violation of the 

Michigan and Virginia franchise laws." Under this argument, the 

dealer contends the trial court erred "in failing to imply the 

covenant of good faith and fair dealing into the parties' 

agreement." There is no merit to this contention. 

 In Michigan, as in Virginia, when parties to a contract 

create valid and binding rights, an implied covenant of good 

faith and fair dealing is inapplicable to those rights. This is 

so under either the common law or the Uniform Commercial Code 

(even assuming a dealership agreement is a contract for the sale 

of goods). Generally, such a covenant cannot be the vehicle for 

rewriting an unambiguous contract in order to create duties that 

do not otherwise exist. Hubbard Chevrolet Co. v. General Motors 

Corp., 873 F.2d 873, 876-77 (5th Cir.), cert. denied, 493 U.S. 

978 (1989) (applying Michigan law); Charles E. Brauer Co. v. 

NationsBank, 251 Va. 28, 35, 466 S.E.2d 382, 386 (1996). See
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also Mich. Comp. Laws § 440.1203 (1994); Va. Code § 8.1-203. 

 We reject summarily the dealer's contention the trial court 

erred in dismissing the fraud claim. We apply Virginia law 

because fraud is a tort. Generalized, nonspecific allegations, 

such as those contained in this complaint, are insufficient to 

state a valid claim of fraud. Tuscarora, Inc. v. B.V.A. Credit 

Corp., 218 Va. 849, 858, 241 S.E.2d 778, 783 (1978). 

 There is no merit to the dealer's contention that a "claim 

of promissory estoppel can be made under Virginia law." This 

Court has not recognized the doctrine, and today we decide that 

it should not be adopted in the Commonwealth. W.J. Schafer 

Assoc., Inc. v. Cordant, Inc., 254 Va. ___, ___ S.E.2d ___ 

(1997). 

 Further, the dealer erroneously contends the trial court 

failed "to address or consider the question of the application of 

Michigan law." The relevance of Michigan law was debated during 

argument of counsel and the court plainly stated in the judgment 

order that the "clear and unambiguous terms of the Dealer 

Agreement gave full authority to [the manufacturer], under either 

Virginia or Michigan law, to do the acts which Plaintiffs 

complain of in their Bill of Complaint." 

 And, the trial court did not err by rejecting the dealer's 

argument and by ruling that the Michigan Franchise Investment 

Law, Mich. Comp. Laws, §§ 445.1501, et seq. (1989), does not 

govern this case. When a contract contains a choice of law 
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provision, the chosen jurisdiction's statutory law, as opposed to 

its common law, will not control when the statutes by their own 

terms do not apply. Peugeot Motors of America, Inc. v. Eastern 

Auto Distributors, Inc., 892 F.2d 355, 358 (4th Cir. 1989), cert. 

denied, 497 U.S. 1005 (1990). 

 In the present case, the Michigan franchise law is 

inapplicable because it contains a geographic limitation; it 

applies only to franchises "made" in Michigan. See Mich. Comp. 

Laws § 445.1504; Hacienda Mexican Restaurants v. Hacienda 

Franchise Group, 489 N.W.2d 108, 111 (Mich. App. 1992). Under 

paragraph (2) of the statute, a franchise agreement is "made" in 

Michigan "when an offer to sell is made" there, or if "an offer 

to buy is accepted" there, or "if the franchisee is domiciled" 

there, or if "the franchised business is or will be operated" 

there. 

 Here, the dealer does not allege that the Agreement was made 

in Michigan, that the dealer was offered the agreement in 

Michigan, that it accepted the Agreement in Michigan, that the 

dealer is domiciled in Michigan, or that the dealer's business 

will be operated in Michigan. Rather, the dealer alleges that it 

is a Virginia corporation with its principal place of business in 

South Boston, and that the manufacturer is a Delaware corporation 

with its principal place of business in Pennsylvania. The 

dealer's own allegations demonstrate that the Michigan franchise 

law cannot apply to this case. 
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 Moreover, the trial court did not err in rejecting the 

dealer's argument that Virginia's Retail Franchising Act, Code 

§§ 13.1-557, et seq., is applicable here. For the purpose of 

this argument, we will assume the Act is relevant, rather than 

the statutes regarding farm machinery dealerships found in Code 

§§ 59.1-344, et seq. The franchising act is applicable if the 

"franchisee is required to pay, directly or indirectly, a 

franchise fee," Code § 13.1-559(A)(b)(3), that is, "a fee or 

charge for the right to enter into or maintain a business under a 

franchise, including a payment or deposit for goods, services, 

rights, or training." § 13.1-559(A)(g). 

 In effect, the dealer alleges it paid a franchise fee. It 

asserts it "is required to purchase training videos and programs; 

make payments for the use of cooperative advertising; and 

purchase tools, parts, and other goods and/or services" from the 

manufacturer. 

 These factual assertions are directly contradicted by the 

contract. Paragraph 18(c) plainly states: "The Dealer has not 

paid any fee for this agreement." Thus, the trial court did not 

have to accept as true the dealer's allegations regarding payment 

of fees for videos and other services. 

 Finally, the dealer argues that the trial court erred in 

refusing to grant the motion for leave to amend the complaint. 

We hold the court did not abuse its discretion in so ruling. A 

trial court may properly deny a motion for leave to amend when it 
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is apparent that such an amendment would accomplish nothing more 

than provide opportunity for reargument of questions already 

decided. Hechler Chevrolet, 230 Va. at 403, 337 S.E.2d at 749. 

This is such a case. 

 Consequently, we conclude there is no error in the judgment 

appealed from, and it will be 

Affirmed.