law-contract-ambiguity | parol evidence rule | admissibility of parol evidence | contract construction
When construing a contract, our primary goal is to determine the parties' intent as expressed in the terms of
the contract. Westfield Ins. Co. v. Galatis, 100 Ohio St.3d 216, 797 N.E.2d 1256, 1261 (2003); Chrysler Ins.
Co. v. Greenspoint Dodge of Houston, Inc., 297 S.W.3d 248, 252 (Tex.2009); Coker v. Coker, 650 S.W.2d
391, 393 (Tex.1983). Contract language that can be given a certain or definite meaning is not ambiguous and
is construed as a matter of law. Chrysler Ins. Co., 297 S.W.3d at 252; Coker, 650 S.W.2d at 393; see
Westfield Ins. Co., 797 N.E.2d at 1261. A contract is ambiguous when its meaning is uncertain and doubtful or
it is reasonably susceptible to more than one meaning. Weiss v. St. Paul Fire & Marine Ins. Co., 283 F.3d 790,
796 (6th Cir. 2002) (applying Ohio law); Coker, 650 S.W.2d at 393; United Protective Servs., Inc. v. W. Vill.
Ltd. P'ship, 180 S.W.3d 430, 432 (Tex.App.-Dallas 2005, no pet.). We review an unambiguous contract de
novo. Chrysler Ins. Co., 297 S.W.3d at 252. When a contract contains an ambiguity, the granting of a motion
for summary judgment is improper because the interpretation of the instrument becomes a fact issue. Coker,
650 S.W.2d at 394; Hackberry Creek Country Club, Inc. v. Hackberry Creek Home Owners Ass'n, 205 S.W.3d
46, 56 (Tex.App.-Dallas 2006, pet. denied).
Deciding whether a contract is ambiguous is a question of law for the court. Dynegy Midstream Servs., Ltd. P’
ship v. Apache Corp., 294 S.W.3d 164, 168 (Tex. 2009); J.M. Davidson, Inc. v. Webster, 128 S.W.3d 223, 229
(Tex. 2003). A contract is unambiguous if it can be given a definite or certain legal meaning. J.M. Davidson,
Inc., 128 S.W.3d at 229. “A contract is ambiguous when its meaning is uncertain and doubtful or is reasonably
susceptible to more than one interpretation.” Dynergy Midstream Servs., Ltd. P’ship, 294 S.W.3d at 168. “A
contract is not ambiguous simply because the parties disagree over its meaning.” Id.
CONTRACT AMBIGUITY CASELAW
Anglo-Dutch Petro Int. Inc. v. Greenberg Peden, P.C., No. 08-0833 (Tex. Aug. 26, 2011)(Opinion by
Justice Nathan Hecht)(contract construction, legal services agreement not ambiguous and not a jury issue)
The parties dispute whether an attorney fee agreement is ambiguous. The client contends that an agreement
on law firm letterhead, signed by a lawyer on behalf of the firm, is with the firm, not with the lawyer personally.
The lawyer counters that his use of personal pronouns in the agreement, as well as surrounding
circumstances, create an ambiguity that must be resolved by a jury. We agree with the client and therefore
reverse the judgment of the court of appeals.
ANGLO-DUTCH PETROLEUM INTERNATIONAL, INC. AND ANGLO-DUTCH (TENGE) L.L.C. v. GREENBERG
PEDEN, P.C. AND GERARD J. SWONKE; from Harris County; 14th district (14-07-00343-CV, 267 SW3d 454,
The Court reverses the court of appeals' judgment and remands the case to the trial court.
Justice Hecht delivered the opinion of the Court, in which Chief Justice Jefferson, Justice Johnson, Justice
Willett, and Justice Guzman joined. [pdf]
Justice Wainwright delivered an opinion concurring in part and dissenting in part. [pdf]
Justice Lehrmann delivered a dissenting opinion, in which Justice Medina and Justice Green joined. [pdf]
Link to e-briefs including amicus briefs:
ANGLO-DUTCH PETROLEUM INTERNATIONAL, INC. v. GREENBERG PEDEN, P.C.
Whether a contract is ambiguous is a legal question for the court.10 “A contract is ambiguous when its
meaning is uncertain and doubtful or is reasonably susceptible to more than one interpretation.”11 We give
contract terms their plain and ordinary meaning unless the instrument indicates the parties intended a
different meaning.12 A contract is not ambiguous simply because the parties disagree over its meaning.13
The court construes an unambiguous contract as a matter of law.14
10 Heritage Res., Inc. v. NationsBank, 939 S.W.2d 118, 121 (Tex. 1996).
13 Columbia Gas Transmission Corp. v. New Ulm Gas, Ltd., 940 S.W.2d 587, 589 (Tex. 1996).
14 Am. Mfrs. Mut. Ins. Co. v. Schaefer, 124 S.W.3d 154, 157 (Tex. 2003).
Dynegy Midstream Services, LP v. Versado Gas Processors, LLC, No. 07-0043 (Tex. Aug. 28, 2009)(Willett)
(oil and gas law litigation, gas lost in transit, construction of contract re: sale, delivery)
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 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
Per Curiam Opinion
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