Tuesday, March 3, 2015
Contract Construction as explained by the Texas Supreme Court (2015)
"In construing contracts, we must ascertain and give effect to the parties' intentions as expressed in the document." Lopez v. Muñoz, Hockema & Reed, L.L.P., 22 S.W.3d 857, 861 (Tex. 2000). We attempt to harmonize all contractual provisions by "analyzing the provisions with reference to the whole agreement." Frost Nat'l Bank v. L & F Distribs., Ltd., 165 S.W.3d 310, 312 (Tex. 2005) (per curiam). We "construe contracts from a utilitarian standpoint bearing in mind the particular business activity sought to be served," and, when possible and proper, we avoid a "construction which is unreasonable, inequitable, and oppressive." Reilly v. Rangers Mgmt., Inc., 727 S.W.2d 527, 530 (Tex. 1987). If, through the use of relevant rules of construction, the contract can be given a definite meaning, we construe it as a matter of law. Frost Nat'l Bank, 165 S.W.3d at 312.
SOURCE: TEXAS SUPREME COURT HOOKS v. SAMSON LONE STAR, LIMITED PARTNERSHIP, No. 12-0920 (Tex. January 30, 2015)