construction-of-contract |
Our primary concern in construing a written contract is to ascertain the true intent of the parties as
expressed in the instrument. Seagull Energy E & P, Inc. v. Eland Energy, Inc., 207 S.W.3d 342, 345 (Tex.
2006); Valence Operating Co. v. Dorsett, 164 S.W.3d 656, 662 (Tex. 2005); Edascio, L.L.C. v.
NextiraOne L.L.C., 264 S.W.3d 786, 796 (Tex. App.--Houston [1st Dist.] 2008, pet. filed); Case Funding
Network, L.P. v. Anglo-Dutch Petroleum Int'l, Inc., 264 S.W.3d 38, 51 (Tex. App.--Houston [1st Dist.]
2007, pet. denied); Motiva Enters., LLC v. McCrabb, 248 S.W.3d 211, 215 (Tex. App.--Houston [1st Dist.]
2007, pet. denied). Usually, the intent of the parties can be discerned from the instrument itself.
ExxonMobil Corp. v. Valence Operating Co., 174 S.W.3d 303, 312 (Tex. App.--Houston [1st Dist.] 2005,
pet. denied). If a written contract is worded in such a way that it can be given a definite or certain legal
meaning, then the contract is not ambiguous. SAS Inst., Inc. v. Breitenfeld, 167 S.W.3d 840, 841 (Tex.
2005). When the parties have entered into an unambiguous contract, the courts will enforce the intention
of the parties as written in the instrument. Sun Oil Co. v. Madeley, 626 S.W.2d 726, 731 (Tex. 1981).
When an issue regarding the construction of a contract is presented, we are required to take the wording
of the instrument, consider the surrounding circumstances at the time of the contract's formation, and
apply the rules of contract construction to ascertain its meaning. ExxonMobil Corp., 174 S.W.3d at 312;
see also Enter. Leasing Co. of Houston v. Barrios, 156 S.W.3d 547, 549 (Tex. 2004) (stating that to
determine whether contract is ambiguous, we look at agreement as whole in light of circumstances
present when parties entered into contract). The consideration of the facts and circumstances
surrounding the execution of a contract is solely to aid our determination of the contract's meaning.
ExxonMobil Corp., 174 S.W.3d at 312.
Moreover, we must examine and consider the entire writing in an effort to harmonize and to give effect to
all the provisions of the contract so that none will be rendered meaningless. Seagull Energy E & P, Inc.,
207 S.W.3d at 345. Contract terms will be given their plain, ordinary, and generally accepted meanings
unless the contract itself shows them to be used in a technical or different sense. Valence Operating Co.,
164 S.W.3d at 662. A contract is ambiguous only if its meaning is uncertain or if it is subject to two or
more reasonable interpretations. Seagull Energy E & P, Inc., 207 S.W.3d at 345; Edascio, L.L.C., 264
S.W.3d at 796-97. An ambiguity does not arise simply because the parties advance conflicting
interpretations of the contract. Tex. Farm Bureau Mut. Ins. Co. v. Sturrock, 146 S.W.3d 123, 126 (Tex.
2004). We may not consider extrinsic evidence to contradict or to vary the meaning of unambiguous
language in a written contract in order to create an ambiguity. (11) See Fiess v. State Farm Lloyds, 202
S.W.3d 744, 747 (Tex. 2006).
Finally, we note that we interpret 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 v. L & F Distribs., Ltd., 165 S.W.3d 310,
312 (Tex. 2005). A reasonable interpretation of a contract is preferable to one that is unreasonable.
Westwind Exploration, Inc. v. Homestate Sav. Ass'n, 696 S.W.2d 378, 382 (Tex. 1985); see also
Bituminous Cas. Corp. v. Maxey, 110 S.W.3d 203, 213 (Tex. App.--Houston [1st Dist.] 2003, pet. denied).
Cricket Hollow Partners, L.P. v. MMA Cricket Hollow, LLC (Tex.App.- Houston [1st Dist.] Jul. 16,
2009)(Jennings) (partnership agreement, interpretation, construction of contract)
AFFIRM TC JUDGMENT: Opinion by Justice Jennings
Before Justices Jennings, Keyes and Higley
01-08-00254-CV Cricket Hollow Partners, L.P. and Cricket Hollow Development, Inc.
v. MMA Cricket Hollow, LLC
Appeal from 11th District Court of Harris County
Trial Court Judge: Hon. Mark Davidson