*1 PHILBIN, Joseph A. d/b/a
Construction, Appellant, BOROUGH,
MATANUSKA-SUSITNA
Appellee.
No. S-8573.
Supreme of Alaska. Court
Nov.
1264
with Matanuska-Susitna on Oc- load, haul, supply, 1995 tober to and deliv- 9,250 yards approximately er cubic gravel.1 gravel crushed be over- Road, Beverly Lakes laid Vine Extension Road, Road, Meadow Lakes that or- der. The issued Philbin notice to 10; proceed on October work to be completed by 6.
Although thought Philbin he could com- plete project within the time contract allotted, 20 project October was be- Kaucic, project hind schedule. Chuck manager public borough’s works de- partment, day met that with Philbin and dis- project’s that meeting cussed status. At Albertsen, Palmer, D. Appel- gave Kenneth for Kaucic Philbin letter dated October lant. asking for anticipat- a revised schedule quantities times, delivery ed through Aschenbrenner, John L. Assistant Bor- completion project.2 of the Gatti, ough Attorney, and Michael Palmer, Attorney, Appellee. By October completed 24 Philbin had first, Road, portion Lakes of the MATTHEWS, Justice; suggestion Before Chief contract. At the of the EASTAUGH, FABE, BRYNER, and inspector, construction on October 25 Philbin CARPENETI, Justices. $19,608 the borough portion billed for that
the contract. Philbin blamed his lack of progress on deteriorating weather which OPINION crushing made rock difficult and caused Moreover, equipment breakdowns. cold EASTAUGH, Justice. freeze, weather caused the road surfaces I. INTRODUCTION preventing installation of rock. more paid, Before he was a contractor early November but before November release. The court held that 6, Kaucic Philbin met and discussed the release barred his breach of action. possibility of a winter A shutdown. winter Because the contractor raised mate- shutdown would have allowed Philbin to car- disputes rial fact about the intended effect of ry project spring. over judg- the summary reverse testified that him Kaucic instructed shut against ment entered him. winter, down due to the onset of and that written notification a winter shutdown II. AND FACTS PROCEEDINGS forthcoming.3 would be Kaucic denied tell- Philbin, Joseph stop doing producing business Philbin to as Philbin material. Construction, Rather, entered into written spoke he testified summary this case Because was dismissed on 3. Some months after Philbin so testified case, testified, judgment, deposition description our this at the facts draws all trial of claim, a related permissible that Kaucic in handed fact him a favor inferences in of the non-mov- officially notifying stop letter ant, producing him to Marine, Philbin. See v. River Maddox & Sea Philbin, gravel. According crushed the letter Inc., also indicated he and should restarting spring. discuss in the But no such 2. No letter such is in record. note infra appeal. may letter is in the It record regard- was the letter dated October RE- down and a form entitled “CONTRACTOR’S possibility shutting about the ' PAY- freezing AND OF if the road LEASE AFFIDAVIT restarting in the prevented work DEBTS AND CLAIMS.” further MENTS OF conditions that “in of the final stated consideration form *3 that meet- what was said at Regardless of undersigned ... ... the contractor payment by November ing, letter dated borough, the discharges the Matanuska-Sus- releases 6, 1995, nonper- contract for terminated the any ... from and all further Borough itna stated, part: The letter formance. claim, demand, debt, charge, liability or other under from obligation whatsoever or to as official notifica- This letter is serve contract_” By his handwritten reser- said Matanuska-Susitna tion that the the provided to on for Load, vation lines Supply Haul and terminating the to recover purpose, Philbin reserved claims Agreement Oc- Gravel whom he owed payments to individuals to being agreement This tober 1995.... money rock-crushing equipment. for the 10A which under Section states terminated Agreement may be terminated “This borough following spring the refused per- if the fails to Contractor buy rock from Philbin. to additional crushed Agree- under obligation form April borough, al- 1997 Philbin sued the noncompliance_ are in ment.” You borough’s refusal leging that 2,280 today, yards ... As cubic of remaining of 1996 to 9,250 agree- yards specified in the cubic from Philbin was a material” “Contract produced and hauled.... ment complaint breach of contract. borough breached not claim that agreed that in the best ... has been [I]t 6, 1995 by issuing the November public the Matanuska-Susitna interest borough raised the termination letter. agreement Borough must terminate this defense, and moved release as an affirmative 7,1995. 12:01a.m. November effective re- summary judgment. Enforcing the 8 Philbin met with execu- On November lease, granted court the bor- public de- borough’s works tives appeals. ough’s motion. Philbin partment; they reiterated the de- they to terminate the contract. But cision III. DISCUSSION pro- Philbin submit a written suggested that regarding possible purchase posal A. Review Standard of following spring. rock the Philbin crushed that he declined offer until testified summary grant We review attorney. speak to an could Drawing all reasonable judgment de novo.4 non-movant, we in favor of the inferences Philbin later executed affidavit describ- parties genuinely whether determine ing and his discussions with legal dispute any facts material to viable dis- understanding based on the November 8 and, not, undisputed theory if whether the do. We of what cussion judgment as a facts entitle the movant to in more that affidavit below detail. discuss party moving law.5 The bears matter of through admis proving initial burden of up picked 15 a bor- On Philbin (1) the absence sible evidence por- ough Lakes Road check for (2) to entitlement disputes, fact its giving tion the contract. Before law.6 check, required sign judgment him as a matter of Once Corp., Anglo 6. See Shade v. Co Serv. that Kaucic hand deliv- & Alaska a revised schedule 2. note supra ered to on October See P.2d Raleigh, Tug Barge, & Inc. See Arctic Schwarz Powell, & id. moving party prima has established a facie the release cannot excuse its application him. case, ‘required, “the non-movant is in order prevent entry summary judgment, prior ap- In our cases have used two specific set forth showing facts that he proaches to determine whether release is produce admissible evidence reason- consistent, Though they enforceable. vary in ably tending contradict emphasis. their evidence, movant’s and thus demonstrate ”7 approach, Under the first a release is to be that material issue of fact exists.’ according construed intent. approach potentially This questions raises applied Whether the trial court *4 parties’ The fact.11 intent is determinative.12 correctly question law is a of law which we Accordingly, summary judgment inappro- is standard, review de novo.8 it “Under is priate if dispute there is fact as to duty adopt our the rule of law that most parties’ intent.13 persuasive reason, light precedent, in and The policy.”9 approach second ag- focuses grieved party’s understanding of the nature he signed.14 instrument or she has B. Parties’ Intentions and Under- this approach, presump- Under are releases standing the Release Document tively valid and the by releasor must show convincing clear and that evidence the re- argues first that the evidence addition, lease should be set aside.15 In dispute demonstrated factual concerning have stated that “for a release to be effective signed intent when the re given must be with understanding argues lease. He also that there is a factual is being what released.”16 But we have also dispute toas whether factors exist sufficient stated that a showing absent of coercion or to set precluding summary aside fraud, a understanding mistaken of the con- judgment.10 borough argues that of a tents release is not justify sufficient to unambiguous, release is clear and Phil- setting it aside.17 by bin has not established clear and convinc
ing
evidence
the release
should
set
approach,
either
the focus is
Under
aside, and that Philbin’s unilateral
mistake
on what a
person
reasonable
would have
State,
1304,
(Alaska
See,
Jennings
State,
7.
v.
e.g.,
884,
566 P.2d
1309
14.
v.
Ahwinona
922 P.2d
887
1977)
Bank,
(quoting Howarth
(Alaska
v. First Nat’l
540
1996);
Watkins,
1065,
v.Witt
579 P.2d
486,
(Alaska 1975)) (internal
P.2d
489-90
brack-
(Alaska 1978).
1067-68
omitted).
ets
Ahwinona,
(”[O]nce
15. See
ence that interpretation. Kaucic testified ness Kaucic, justifiably believed discussion 2 or deposition that as of November the remain- necessary, and that he winter shutdown was that, material, notwithstanding the they could not had informed Philbin letter, 6 termination of the weather. His affida- because continue possibility out not ruled talked with permits vit an inference complete the contract project in the completing the Philbin about part in two This evidence is found prevented if work spring weather further opposing affidavit paragraphs of Philbin’s Kaucic this as Although characterized summary judgment: testimony “hypothetical” possibility, his personnel I discussed with prevented freezing weather continuation complete my intentions contingency. removes that factual prior material produce all of the contract *5 Borough the would need the the the time There some evidence that bor- to is also my It spring in the of 1996. was when ough material itself not consider the Project Manager it, of from a signed Philbin to foreclose breach First, Borough appears the would it the Kaucic that contract claim. Charles from me its remaining the material of November 3 to obtain had decided as the sub-base had even before it issued 1996 after standard “lien release” late to properly There evidence the termination letter. is adequately thawed and could time, given assertions contrary, no one me the but Philbin’s At that told prepared. with Kau- purchased about November conversation not be the material would cic, fact find that the the finder could spring. me in by the from sign him the stan- require
had decided to to it to termi- dard even before decided release signed I the docu- 9. At the time that Second, form of the nate the the contract. ment, pur- refused to the had not primarily to suggests it was intended release additional material had been chase the borough from lien claims. protect the and that was produced under the contract of Public Works borough’s Acting Director stockpiled ready for use. presently as a “lien it on November 3 referred to Rather, Borough personnel were discuss- excepted the claims Philbin release.” And options me the of either the Bor- ing equipment the were those of from release stockpiled on purchasing material lien ough suppliers, might the have asserted who time, continuing with borough. at that or me Philbin’s read- against hand claims produce needed material was consis- production ing to all of the release form therefore being a “lien release.” by spring. tent with it covered understanding, theory on this Philbin’s Based relating to expect only part that the of the contract had no to would have reason by the supported is also would Lakes Road on November release payment submitted language request asserting a breach of con- preclude him from department to the bor- public works borough in the against event tract claim Schaub, upheld application at We Id. 867 P.2d 818 n. Johnson 1994). dispute grounds (Alaska later-arising Constr. Co. v. Martech release Cf. Serv.,Inc., "reasonably 1150 n. 8 Ogden disputed ascertain- Envtl. claim Martech, we considered Id. release was executed. time the able” "blatantly broad scope a release that included at 1151-52. possible cover causes action.” all hand, department. request ough receiving That On the there other is evidence to interpretation sought “partial” payment support borough’s under the contract effect. And performance its Philbin’s testimo- and indicated that proceed- inny deposition his another “incomplete.” undercuts affidavits. But con- Further, insist- have trary evidence is not given conclusive complete ed that Philbin execute a release as per- averments in affidavit payment gravel condition to for the initial missible inferences which we draw in must deliveries coer- because favor the non-movant.21 words, cive and bad faith.19 In other proof The standard of for setting aside a expected give up could not have Philbin to convincing release is clear and evidence. any possible contract breach claim in ex- play But that standard comes when into change paying already him what upon a fact finder is called consider the performance partial earned for his expectations. Despite reasonable to date.20 And the release form implied borough’s argument that we permitted except the contractor to here, apply should that standard refuse particular “specified claims.” As the application do so. It has no direct at the explained argu- counsel at oral summary judgment stage.22 ment, permitted this would have except a Accepting breach of contract claim. summary judgment We conclude value, at face assertion means that the improper, because there fact borough, demanding sign that Philbin parties about what intended release, had expecta- no reasonable advance borough paid partial when the Philbin for his finally tion that the release as executed *6 performance of the contract and Philbin preclude would a breach of contract claim. signed the release. implies This it did not intend the release agree do We with the asser encompass to a breach of contract claim. Ogden tion Martech Construction Co. v. Finally, significant it is that Philbin affined requires Environmental Services23 affir borough that the did not the as raise release mance. We there held that release barred when, 1996, a defense spring in the of Philbin (1) suit, where the release covered “claims of completion broached the issue of the of the (2) whatsoever,” any nature the settlement with borough. contract the Philbin af- also clearly “sought to resolve the entire transac borough fied that “any the never mentioned tion,” (3) the later was “reason ” following during year ‘release’ the while ably ascertainable” when the release was attempted to negotiate Philbin with bor- signed.24 Although the release Philbin exe ough “to litiga- resolve this short matter “any cuted covers and all further ... claim[s] borough tion.” The first raised the release whatsoever,” and subsequent dispute 1997, as a defense to in May contract claims might be “reasonably described as ascertain year implies later. borough able,” This that'the is not clear that the settlement never intended the to cut sought transaction, off to resolve the entire breach of claim. the reasons we noted above. (Second) testimony
19. See § Restatement 175 Contracts we refer here includes the (1981) ("If party’s manifestation quoted of assent is testimony length by same the dissent. by improper by party induced an threat other alternative, that leaves the victim no reasonable the contract is voidable 56(c); Brown, 22. See Alaska R. Civ. P. Moffatt victim.”). by (Alaska 1988). 751 P.2d requirement 20. Such a could constitute econom- Tug Barge, ic P.2d 1146 duress. See Totem Marine & Inc. v. Co., Alyeska Pipeline Serv. 20-23 (Alaska 1978) (setting out elements economic Id. at 1151-52. duress). n 5.01.107 borough or whether breach- AS C. Effect of contract, complaint alleg- ed the as argues the re read es, pur- spring in when it refused borough require as the does
lease remaining material. chase the all contract released conclusion say cannot as a claims, Consequently, Phases II we matter to what he calls as even applies here contract, receiving any of law whether section III of the without despite was borough whether the release valid consideration.25 The additional question This will be 45.01.107, want of consideration. codifica AS Alaska’s claims that remand, (UCC) subject before the court Commercial Code tion Uniform if that court concludes that being mooted 1-107, applies, § and that because apply only parties intended borough alleg release after executed portion Road Lakes contract, no consideration edly breached contract. pro required. Alaska Statute 45.01.107 vides: argues if section 107 Philbin also even right or renunciation claim
Waiver or
apply,
good
not act
does
right
A
out
claim or
breach.
to him that
faith because
indicated
after
discharged
alleged
of an
breach can
shut down for
winter
by a
part
or in
without consideration
spring.
whole
He
and would resume
asserts
and'
written waiver
renunciation
until
1996 did he know that
that not
party.
aggrieved
delivered
its contract. The
breached
provides that
official comment to the UCC
applies to
for the sale of
The UCC
a contract
conjunction
section 107 “must be read
gravel.26
imposing
obligation
good
the section
1-203).”28
(Section
part of
headings are
faith” is
The section
faith.
“Good
consequently argues
“honesty
in fact in the conduct or
code.27 Philbin
defined as
lack
would not excuse the
section 107
transaction concerned.”29
for a
because he
consideration
broad
law
say
But
cannot
as a matter of
borough alleg-
signed the release before
faith
good
failed to act
such
by refusing in
edly
breached
invalidated,
must be
*7
purchase
remaining “Con-
spring 1996 to
not
us to do so.
Philbin has
asked
borough claims that
tract material.” The
release
the bor-
Philbin executed the
after
Admissibility
D.
Parol Evidence
and canceled
ough terminated the contract
order.
affirming,
ground for
As an alternative
argues
the release was an inte-
Whether,
purposes
applying
section
for
must
enforced as a
grated
which
be
signed
after a breach
consequently reasons that
matter
law. It
question which remains to
is a fact
occurred
theory
partial release
of asserted
superior
did not Philbin’s
be determined. The
court
issue,
partial payment is inconsistent with the
say as
and
and we cannot
a
decide this
re-
unambiguous language
plain and
a breach occurred on
matter of law whether
Logging
v. Reid Bros.
roughly analogous
26. See A & G Constr. Co.
situation
25. We addressed
Harris,
Co.,
what the contract and whether the prior agreement integrated conflicts with the Because there are issues of mate- agreement.31 court not de rial fact as requirements cide whether these three we REVERSE and REMAND rule were satisfied. proceedings. further agree argument
We with Philbin’s integrated agree that the release is not CARPENETI, Justice, dissenting. ment. There is no evidence that the release agreement memorialized terms of an today be The court disputed concludes that a borough; appears tween Philbin and the issue material fact exists as what the. simply present to have been a form standard parties intended when the Matanuska-Susit- up ed to Philbin pick when he went to na presented Joseph integration check. The release contains' no question. the release in Because I disputed clause. The not has that it person believe that a reasonable Philbin’s payment owed upon Philbin the he received position, viewing the light evidence signing the release. That circumstance is Philbin, most favorable to must have under- reading inconsistent as hav stood to mean that Phil- agree memorialized a previously reached discharge^] bin “release[d] MaV-Su past, present, ment to all waive and future any claim, and all further claims. debt, charge, liability demand or whatsoever event, apparent it is not or arising under from” the contract he had applies parol the rule here. The evidence entered, I would affirm the decision of the apply rule does “where contract has superior court. been formed as a of misrepresentation result clear, Our cases make today the court mutual mistake.”32 purpose reiterates, offering legal evidence about what he told that the is “what standard representatives 3 or person reasonable would have understood 8 was parties to show did not intend release language to have meant.”1 I *8 that the November 15 release had the mean agree that the test. But none of the is it, borough vary the ascribed not to or posited by six reasons support the court to contradict terms of the written contract. its conclusion that there are material facts in permissible This was a use of extrinsic evi dispute on scrutiny. this issue withstands prove dence to mutual mistake. reason, For that I dissent.
E. “Commercially Sophisti- Philbin as The court first relies on paragraphs two cated” Contractor support proposition affidavit borough argues justifiably that “Philbin ... Philbin was a believed that the sophisticated who borough contractor must be deemed remaining mate- Contractors, 32. Diagnostic P, Imaging See Alaska v. Inc. Low- Ctr. Assoc. v. H & 815 Diversified Dist., (Alas- er Sch. Kuskokwim 778 P.2d 1989). ka Op. at 1266. 31. See id. First, second reason to reverse is made that after- court’s we have clear
rial.”2 testimony in con- subjective deposition intent that a winter assertions Kaueic’s the-fact evidentiary are entitled no tract situations necessary as of November or shutdown was weight: Philbin, 3, and this with discussed might permitting an inference that Philbin opinion parties among
Differences complete project allowed to intent, subjective expressed as to their spring.8 question is that the bor- There no not during litigation, do establish an possibility ough Philbin discussed that and regarding the reason- issue of fact no before November 6. But there is likewise they time entered expectations able at the question that abandoned contract, self-serving such into the since unambiguously approach terminated when proba- are to be statements not considered nonperformance the contract for Novem- tive.3 options cannot ber 6. The mere discussion of Moreover, have where the lan- we held that of material fact suffice to create con- agreement commercial guage an by ter- when those discussions are followed face, its and the releasor text is clear on unambiguous the contract and an mination of release, signing a realizes he or she is release.9 the release is enforceable conclusion compelled matter law.4 In may be as a The court’s third reason-—“there also rejected specifically Ahwinona v. State5 evidence that the itself not some argument claim based on releasor’s it, when Philbin consider not the release to understood of contract claim”10— to foreclose breach “Absent show- preclude a later lawsuit: legally factually. Legally, we fails both and fraud, ing of or Ahwinona’s mistak- coercion look to the not suffi- of the release is en expectations concerning parties’ reasonable And in Mitchell v. cient set aside.”6 language is language. The release’s mistake Mitchell we said that releasor’s all-encompassing: the contractor broad and “legally [settle- irrelevant because the discharges the Matanuska- “releases clearly unambiguously dismisses ment] officers, Borough, agents and its em- Susitna Finally, the entire lawsuit.”7 whether any and all further ployees of and from a com- might reestablish demand, claim, debt, charge, liability or other relationship following mercial obligation under or whatsoever if Philbin believed a not issue. Even contract, whether known or unknown said possible, relationship he could continuing time and whether not ascertainable such a reasonably believed that except instrument execution of this about, relationship, if it did come would have ” specified Factually, .... it should be claims compelled by which borough employ- consequence little days borough clearly terminated several ear- as a “lien release.” ee referred lier. regard, about the 9. In the court's statement Id. puzzling: "Although Kaucic charac discussion is Wirum, possibility, 3. Peterson 'hypothetical' as a terized this freezing prevented testimony con weather *9 contingency.” factual tinuation removes that (Alaska State, 4. Ahwinona early Op. freezing That weather as at 1267. 1996). preclude forced a shutdown did not contract, terminating be from 5. Id. significantly behind con cause Philbin was production well before date. tract’s schedule Id. at 6. 887. borough was continuation of The free to offer a contract, required to do so. but it was not 7. 655 P.2d 752-53 10.Op. Op. at 1267-1268. at 1267. Indeed, only interpretation ough specifical- do that. reasonable did not The release ly except general a releasor the document is it is allowed the whatever possible exception except. lien and claims he wished to Counsel with a for related for the borough properly argument claims. oral admitted at have that this would allowed Philbin to ex- The court’s fourth rationale is that “Phil- cept majori- of contract breach claim. theory only bin’s the release covered ty somehow turns this into the unwarranted part relating the contract borough] did not “[the conclusion that intend supported by Lakes Road also the lan- encompass release to a breach payment guage request by of the submitted except any claim.”13 Philbin did not breach public department works to the claim, of contract and the department. receiving request sought That broad. extremely release is otherwise Under ‘partial’ payment the contract in- under circumstances, these reasonable in- performance dicated that was terpretation of “any the release is that ”11 But is irrelevant for ‘incqmplete.’ claims, demands, obligations all” or other First, request several reasons. was an released, arising contract were un- document, internal not communicated to specifically excepted. less Second, request Philbin. was submitted points borough’s November when the The court last to the al- yet leged announced its decision terminate the to mention in failure the release subse- contract; quent negotiations that announcement came three when Philbin tried to re- days Engineering As the Manager later. surrect following for the terminated contract the Using the borough spring. party’s negotiating testified: “When this tech- request payment nique order by received in as these circumstances evidence of borough purchasing personnel, they changed party’s signing intent in a document lines, the ‘P’ [partial] to ‘F’ on both questionable. [full] as months earlier seems For one determined, by it was that date thing, on the reliance (Em- definitely in negotiations be a closed contract.” probably Philbin would added.) phasis Finally, the release is have reaching nego- clear been inconsistent with document, on its face. How can an internal dispute. tiated settlement of the For anoth- er, subsequently properly positions unseen Philbin and negotiations taken in settlement modified reflect the decision to terminate have never when negotia- been relevant later contract, justify be used to proved conclusion tions have I unsuccessful.14 would signing give weight Philbin’s intent no borough’s alleged fail- dispute? ure to mention release several months negotiations later in settlement when assess- justification fifth court’s relies on the ing meaning of the release. observation “the not have complete insisted that Philbin execute re- The court fails to the compelling set out15 payment knew, lease as a condition to for the initial evidence that when he gravel deliveries because that would that the contract had been termi- releasing coercive and bad faith.”12 I have no nated and that and all quarrel with this statement. But the bor- under (except claims terpretation 11. Id. given at 1268. ... [b]ut ... is not conclusive averments Philbin’s affidavit” and the in- Op. at 1268. must ferences which be drawn favor of the Op. approach ig- non-movant. 1268. This 13. Id. at 1269. subjective nores our well-established rule during litigation statements made are entitled to Rule See Alaska of Evidence 408. self-serving weight no "since such statements are *10 probative.” not Wirum, to be 15. The court satisfies itself with the considered Peterson v. observation "support[s] that this evidence at in- longer considering picking up in was back specifically excepted). While that he those me to let it. remained argues that the contract now he finish no reason to open and he therefore had added.) (Emphasis signed actual- that the release he understand testimony, own no reason- Given Philbin’s “arising of all claims under ly was that, able could as of the fact-finder conclude contract,” he is no doubt that knew there reasonably he he time His own words contract was terminated. believed that the road contract was still prove it: effect, work it in that he would resume on meeting days [after or five [F]our spring, and con- got letter ... ... I another Mr. Kaucic] A already performed. cerned work rea- stating they’ve decided to terminate position person in Philbin’s must sonable contract, never I was irate. I’ve had releasing was have understood happen. somebody don’t tell You he now claims seeks shutdown, you’re going make winter Moreover, that, pursue. law is clear especially the duration of con- before fraud, even a mistaken absent coercion tract, and pass let that time then and then a release is contents ... I notice ar- hand them a termination to set it aside. Under these sufficient I ranged meeting with the and circumstances, given the breadth of the period told them that ivithin a two-week I that the language, believe thawed, ground was spring once the come no court was correct when it found material I absolutely guarantee that could I could dispute. I would affirm that issues of fact crush the material and well decision. before would like to
road restrictions lifted-I crush material. And
go ahead and no, I
they they just didn’t believe said good look My do record didn’t it. project.
because added.) testimony giv- This was
(Emphasis against pitting Philbin
en in a related case on
equipment supplier case, testified same
case. option proposed winter shut-down borough, a decision discarded Specifical- heartily disagreed.
with which he ly, that he “shocked” when he testified McGLOTHLIN, Appellant, Scott C. received the termination letter instead down a shut order: No- [on In the context of conversation OF ANCHORAGE MUNICIPALITY informed me Kaucic] vember or Chuck Facility Management Ogden too hard to the road surfaces were Alaska, Inc., Appellees. accept gravel prepare blade it, put gravel if down then No. S-8660. bond, off. it would come And wouldn’t point glad to hear that because I was Alaska. Supreme Court of production out getting I wasn’t Nov. frozen, plant at all. material lumped process right. up. It wouldn’t a shock he’d—he’d
And came as after get this orally me that letter [ ] told — That it no
saying they terminated it.