law-contract-construction | statutory construction | insurance contracts policies | ambiguous contracts |
parol evidence rule | extraneous evidence to prove contracting parties' intent | merger integration clause |
CONSTRUING, INTERPRETING CONTRACTS
Interpretation of an unambiguous contract is an issue of law. E.g., SAS Institute, Inc. v. Breitenfeld, 167 S.W.3d
840, 841 (Tex. 2005). However, when a contract is ambiguous, extrinsic evidence may be used to determine
the intent of the parties. E.g., Progressive County Mut. Ins. Co. v. Kelley, 284 S.W.3d 805, 807–08 (Tex. 2009)
(considering extrinsic evidence in interpreting an insurance agreement due to a latent ambiguity as to the
intent of the parties). Here, a latent ambiguity appears to exist, as it is unclear whether the case at issue here
is covered by the Agreement and release, even construing the release language narrowly. See Victoria Bank &
Trust Co. v. Brady, 811 S.W.2d 931, 938 (Tex. 1991) (recognizing that a claim must be “mention[ed]” in a
settlement release to be effective, and that general, categorical releases are narrowly construed).
Gallagher Headquarters Ranch Development, Ltd., No. 08-0773 (Tex. Feb. 12, 2010)(per curiam) (petition for
review in the Supreme Court put on hold pending submission of findings of fact requested from the trial court)
(scope and reach of release in settlement at issue)(petition abated, findings of fact requested from trial court,
scope of release pursuant to settlement at issue)
OTHER TEXAS SUPREME COURT DECISIONS INVOLVING CONTRACT
CONSTRUCTION ISSUES
Progressive County Mutual Ins. Co. v. Kelley, No. 08-0073 (Tex. Mar. 27, 2009)(per curiam) (insurance policy
documents were ambiguous, thus raising issues of fact precluding summary judgment) (contract construction,
insurance coverage dispute, contract construction, contract consisting of multiple documents, definiteness,
ambiguity)
PROGRESSIVE COUNTY MUTUAL INSURANCE COMPANY v. REGAN KELLEY; from Brazos
County; 10th district (10-06-00263-CV, ___ SW3d ___, 12-12-07)
Pursuant to Texas Rule of Appellate Procedure 59.1, after granting the petition for review and without
hearing oral argument, the Court reverses the court of appeals' judgment and remands the case to the
trial court.
Per Curiam Opinion
CASES IN WHICH TEXAS SUPREME COURT DENIED REVIEW
In construing a written contract, we must ascertain and give effect to the parties' intentions as expressed in the
document. Frost Nat'l Bank v. L & F Distribs., Ltd., 165 S.W.3d 310, 311-12 (Tex. 2005) (per curiam); J.M.
Davidson, Inc. v. Webster, 128 S.W.3d 223, 229 (Tex. 2003).
We consider the entire writing and attempt to harmonize and give effect to all the provisions of the contract by
analyzing the provisions with reference to the whole agreement. Frost Nat'l Bank, 165 S.W.3d at 312; Webster,
128 S.W.3d at 229. “No single provision taken alone will be given controlling effect; rather, all the provisions
must be considered with reference to the whole instrument.” Webster, 128 S.W.3d at 229.
Additionally, courts construe contracts from a utilitarian standpoint, bearing in mind the particular business
activity sought to be served, and will avoid when possible and proper a construction which is unreasonable,
inequitable, and oppressive. Frost Nat'l Bank, 165 S.W.3d at 311; Reilly v. Rangers Mgmt., Inc., 727 S.W.2d
527, 530 (Tex. 1987).
If after the pertinent rules of construction are applied, the contract can be given a definite or certain legal
meaning, it is unambiguous, and we construe the contract as a matter of law. Frost Nat'l Bank, 165 S.W.3d at
312.
08-0811
AMERICAN SOUTHWEST INSURANCE MANAGERS, INC. v. EMPLOYERS REINSURANCE CORPORATION;
from Collin County; 5th district (05‑06‑01284‑CV, 261 SW3d 432, 08‑14‑08, pet denied Nov. 2008)(insurance,
contract construction)