PJC Business

PJC 101.12

C ONTRACTS

PJC 101.12 Instruction on Ambiguous Provisions

It is your duty to interpret the following language of the agreement: [Insert ambiguous language.] You must decide the meaning of this language by determining the intent of the parties at the time of the agreement. Consider all the facts and circum stances surrounding the making of the agreement, the interpretation placed on the agreement by the parties, and the conduct of the parties. COMMENT When to use. PJC 101.12 should be used if the court determines that the contract contains ambiguous language and submits the breach question in PJC 101.2. If a claimant seeks a declaration to resolve a contract ambiguity for purposes other than breach (such as the parties’ future conduct under the contract), the Committee recom mends submitting the question in PJC 101.3. Court’s duty to interpret unambiguous contract. The determination of whether a contract is ambiguous is a question of law for the court. Piranha Partners v. Neuhoff , 596 S.W.3d 740, 743 (Tex. 2020); J.M. Davidson, Inc. v. Webster , 128 S.W.3d 223, 229 (Tex. 2003); Coker v. Coker , 650 S.W.2d 391, 394 (Tex. 1983). Whether the contract is ambiguous is determined by looking at the contract as a whole, in light of the circumstances present when the parties entered into the contract. Univer sal Health Services, Inc. v. Renaissance Women’s Group, P.A. , 121 S.W.3d 742, 746 (Tex. 2003); Coker , 650 S.W.2d at 394. If a contract as written can be given a clear and definite legal meaning, it is not ambiguous as a matter of law. Piranha Partners , 596 S.W.3d at 744. A contract is ambiguous if, after application of the pertinent rules of construction, it remains susceptible to more than one reasonable meaning, taking into consideration the circumstances present when the contract was executed. Endeavor Energy Resources, L.P v. Discovery Operating Inc. , 554 S.W.3d 586 , 601 (Tex. 2018). That the parties disagree about a contract’s meaning does not render it ambiguous. Piranha Partners , 596 S.W.3d at 743–44. An ambiguity creates a fact issue as to the parties’ intent. Barrow-Shaver Resources Co. v. Carrizo Oil & Gas, Inc. , 590 S.W.3d 471, 480 (Tex. 2019); Plains Exploration & Production Co. v. Torch Energy Advisors Inc. , 473 S.W.3d 296, 305 (Tex. 2015); Columbia Gas Transmission Corp. v. New Ulm Gas, Ltd. , 940 S.W.2d 587, 589 (Tex. 1996). The court may con clude that a contract is ambiguous in the absence of such a pleading by any party. Sage Street Associates v. Northdale Construction Co. , 863 S.W.2d 438, 445 (Tex. 1993); see also URI, Inc. v. Kleberg County , 543 S.W.3d 755, 763 (Tex. 2018); Progressive

64