*1 WARD, Appellant, Plaintiff Earl
INTERMOUNTAIN FARMERS ASSO
CIATION, corporation, De a Utah Appellee.
fendant
No. 940109.
Supreme of Utah. Court 15, 1995.
Nov. *2 types three of fertilizer and the herbi-
chase contract, IFA part cide Treflan. As agreed to the fertilizers Treflan to apply field of Ward’s nineteen-acre safflower. near safflower field is located Ward’s resi- immediately dence across Idaho border Dayton, in Idaho. Evans, IFA
On March Robert an Utah, sprayed employee residing in Ward’s a Evans holds Utah commer- safflower field. which, through a applicator’s cial license reci- Utah, procity agreement between Idaho and in applicator allows to work as Evans safflower, Idaho. to Ward’s Prior sprayer apparatus had to Evans used the herbicide, L, apply Velpar powerful a to a properly in Evans did not clean field Utah. sprayer filling it with the tank before had a chemicals that Ward ordered. As result, L in tank Velpar residue Treflan, mixed with the fertilizer on sprayed Ward’s safflow- mixture was er. sprayed Evans
Sometime after Ward’s crop, significant that a amount Ward noticed dying. contacted of the safflower was Ward immediately. Representatives IFA of IFA repeatedly that IFA “would assured Ward tests take care” him. After conducted University inju- revealed that the Utah State Fehr, plaintiff. Ogden, E. Thompson expo- ry consistent safflower was with Lund, Blanch, Salt Lake John R. Julianne L, representatives IFA told Velpar sure to City, for defendant. spray they would the field Ward asserted, IFA Velpar neutralize L. later DURHAM, Justice: however, potential was so harm appeals Earl Plaintiff the dis- justify the slight that cost of neutral- it didn’t grant in trict court’s ization. defendant Farmers favor of Intermountain eventually into set- entered Ward and (“IFA”). reverse. Association We At the negotiations. tlement conclusion facts, “Before we we note recite representatives pre- negotiations, IFA reviewing summary grant judg following release sented ment, and all we view the facts reasonable Ward: light drawn therefrom the most inferences nonmoving party.” Higgins favorable to AGREEMENT County, Lake
v. Salt state facts in this case ac “We $4901.27, receipt of Upon payment cordingly.” Id. ($900.00 hereby acknowledged which is account), my check credit corporation that conducts and $4001.27
IFA is Utah
Ward,
I,
hereby agree to release
In
Earl
in both
and Idaho. March
H.
business
Utah
IFA,
Farmers
and hold harmless Intermountain
place
contracted with
Utah,
all
caused
any County,
pur-
Association for
of business
Cache
my approximate
nine-
contended that
spraying of
ambiguous and extrinsic evidence demon-
teen acres of safflower.
applied
strated that it
originally
via affidavit that he
Ward testified
crop.
the safflower
sign
be-
refused to
granted
The district court
IFA’s motion
lingering
cause he was concerned about the
*3
summary judgment. According
for
Velpar L on the beans which
effects of the
court,
governed by
district
action was
Ward’s
planted
following
in the field the
would be
Idaho law and was time-barred under Idaho’s
concern,
Upon hearing
rep-
IFA
spring.
this
products liability
professional malprac-
and
worry
told Mr.
not to
resentatives
Ward
tice statutes of limitations. The district
they
because
sure there would be no
were
that,
alternative,
court also held
in the
They
problem.
further
indicated that
a
agreement unambiguously
released
arose,
problem
they
it at that
would address
damages.
IFA from all claims for future
Ward,
According
represen-
time.
to
the IFA
appeals.
Ward
“they
tatives indicated that
had to settle one
time; so,
year at a
we needed to reach a
applicable
first state the
We
stan
represen-
on
IFA
settlement
the safflower.”
Summary judgment
ap
dard of review.
brought
representative
tatives also
Du Pont
propriate
genuine
when no
issues of
Robert M. Jencks to Ward’s home.1 Jeneks
moving party
material fact exist and the
Ward,
told
that if
Ward
he were
“he would
judgment
as a
entitled
matter of law.
go
plant
ahead and
beans
the field.”
56(c); Higgins,
Utah R.Civ.P.
855 P.2d at
ultimately signed the release on No-
Ward
summary judg
235. Because entitlement to
vember
1988.
law,
ment
is a
we accord no
planted
After
beans which Ward
in the
deference to the trial court’s resolution of the
die,
spring
began
representatives
of 1989
legal
presented. Higgins,
issues
again
IFA
State,
visited Ward’s field. Ward
235;
149, 151
Ferree v.
784 P.2d
representative
that IFA
testified via affidavit
‘We determine
whether the trial
“Earl,
your
Brent Kunz stated:
this is not
applying
governing
court erred in
law
problem;
problem.
you
it is our
We told
we
correctly
and whether the trial court
held
you,
would take care of
and
will.”
we
De-
disputed
that there were no
issues materi
spite
representations,
these
IFA refused to
Ferree,
(citing
al fact.”
applied a herbicide, Accordingly, action. under both Utah and thereby causing damage L, par Idaho limitations statutes oral contract complaint no makes field. Ward’s Ward’s actions,3 Ward’s breach contract claim lability, negli- to strict reference whatsoever timely filed.4 warranty, profes- or gence, express implied care, any duty other standards sional the re We next consider whether action by law. Ward’s imposed Nor does claims. Re lease bars Ward’s rely principles. on of these impliedly provisions leases are contractual and should Rather, on action is based breach of Ward’s interpreted according well-developed specific contract between the terms See, e.g., interpretation. rules parties. Travis, Simonson 1001-02 (Utah 1986); Design *4 Horgan v. Industrial damage, the Except for the of facts extent (Utah 1982). 751, disputed. Corp., not 657 753 alleged complaint in are P.2d Ward’s necessary give argues could also that Although such a fact is scenario claim, parties ac it contains all of the understand what the intended to rise to a tort may complish a action. Ward with the and that consid of contract elements proper of in to waive the tort eration extrinsic evidence is be elect this case therefore the Nothing language us cause of the is amb sue on the contract.2 before and iguous.5 pleadings that Ward has used the indicates 899, (Second) toppel, § or cmt. b the statute of limitations of the Uni-
2. of Torts Restatement (1979) (“An consequences may act and be form Commercial Code. its a a tort and breach of contract.... both so, injured although by person, barred the this argues 5.Ward that extrin- also consideration of maintaining an action of tort statute from a proper procured sic evidence because IFA the enforcing ... be barred from his contractual not by fraud and because there was mutual versa.”). principle right failed, or vice This blackletter parties. mistake between the however, Ward has recognized applied previously by 9(b) has been requirements the rule of to meet of Brigham Young Procedure, See Univ. v. Paulsen this court. stating Utah of Civil that the Rules Constr., 1370, (Utah 1987) mistake, P.2d 1372-73 744 or circum- “all averments of fraud negligent perform (holding that failure to con constituting stances fraud or shall be mistake brought contract duties as action tractual particularity.” stated with The claims of fraud limitations); by of plead- is not barred tort statute are not contained in Ward's mistake Mall, Culp 9(b) Constr. v. Buildmart 795 ings see also Co. barred rule of the are therefore 650, (Utah 1990) (holding 654 that acts P.2d Utah Rules of Civil Procedure. give constituting also breach of contract rise 15(b) apply us Ward would have rule tort); action accord DCR to cause of in Inc. Utah of Civil Procedure to overcome Rules Co., 433, (Utah 1983). 663 435 Peak Alarm P.2d 9(b). 15(b) provides, bar of Rule “When rule pleadings not are tried issues raised 3. It is unclear whether the was oral parties, they express implied of or consent argues that the contract was or written. respects they been shall be in all as if had treated because a loadsheet and fieldsman’s or- written Nothing pleadings.” in before us indi- raised parties' generated by memorialized der IFA placed the or cates that issues of fraud Ward ever writing. in We do not address this contract issue, particular- trial court mistake before the with however, timely as Ward’s action is under 9(b). ity required by rule The mention of mutual both oral and written the limitations statutes for mistake motion for in IFA’s agreements in both and Utah. See Idaho Idaho 15(b). rule raised is insufficient to invoke four-year (setting § 5-217 out statute of Code judg- summary mistake in the issue of mutual upon action not for contract founded limitations of ment to note consideration motion instrument); § upon Code 5-216 written Idaho failed to the issue was barred because Ward had five-year (setting out statute of limitations for complaint it that Ward raise in his to note contract); upon action based written Utah Code alleged any support for had not facts a claim (setting four-year § 78-12-25 out statute of Ann. did not even address mutual mistake. Ward upon action limitations for founded opposi- issue of mistake in his memorandum in instrument); upon §Ann. written Utah Code 78- summary judgment. tion (setting six-year out statute of limitations 12-23 colloquy to a between the Ward also directs us contract). upon for action based written judge hearing on trial and Ward's counsel at the 1993, 14, December in which the issue of mutual colloquy, holding unnecessary allegedly 4. mistake however, addressed. This This makes it us to arguments only incidentally of apply we should to the issue address Ward’s relates rule, discovery equitable term mistake was es- mutual mistake. The mutual the doctrine 268 princi a determination
This has held as a would restrict of whether interpretation, parol judge’s evi ple of contract exists to a determination application. a narrow meaning writing rule has dence the terms of the Control, itself, Instruments & approach v. Process Hall is to con- better-reasoned 1995) 1024, (citing Union P.2d writing light surrounding sider the Swenson, (Sec- See, Bank e.g., circumstances. Restatement 1985)). stated, Simply operates, the rule ond) (1979); § of Contracts 212 & cmt. b invalidating causes such as absence Co., 579; § Corbin Gas & Elec. Pacific illegality, to or exclude evidence fraud 644; Cal.Rptr. at at Garden conversations, contemporaneous rep prior or Co., Corp. Kresge Plaza State S.S. resentations, for the or statements offered (1963); N.J.Super. 189 A.2d 454-55 varying adding purpose of the terms Partners, Anthony Co. v. Loretto Mall C.R. Hall, integrated contract. at 504, 508-09, 112 N.M. 242-43 course, parol Of that is “[n]o 1026. (1991). interpretation requires “[R]ational vary said can be or contradict a offered preliminary least consideration of all credi- writing by process interpretation until prove ble offered to intention writing 3 Ar determined what means.” parties ‘place ... so that the court can Corbin, L. Corbin on thur Contracts par- in which the itself the same situation *5 (1960) at 412 Corbin Accord [hereinafter ]. found at the time of ties themselves contract- ” ingly, we held that a court have consider Co., ing.’ Cal.Rptr. Gas & 69 Elec. Pacific meaning if the of the con extrinsic evidence 565, (quoting 442 P.2d at at 645 Universal Winegar ambiguous or v. tract is uncertain. Co., Corp. Mfg. Sales v. Press 20 California 1991) 104, 108 Corp., 813 P.2d Froerer 665, (1942)); 751, 128 672 Cal.2d P.2d see Farnsworth, (citing P.2d Faulkner 665 considering § also Corbin 579. If after such Hall, (Utah 1983)); also 890 1293 see evidence the court determines that the inter- (citing Leasing P.2d at 1026-27 Colonial Co. reasonably sup- pretations contended for are England, Inc. v. Bros. New Larsen of contract, ported by language the of the then (Utah 1986)). Constr., 483, 487 clarify extrinsic is admissible to evidence the determining whether a contract is am ambiguous Winegar, terms. See 813 P.2d at any con biguous, relevant evidence must be (stating is am- language 108 that contract Otherwise, of the determination sidered. uncertain, biguous consider ex- inherently one-sided, namely, is evidence); Hall, trinsic P.2d see also 890 at “ solely on of the ‘extrinsic evidence is based (citing Leasing, 1026-27 Colonial P.2d at 731 linguistic judge’s education and ex the own 487). Conversely, considering if after such ” Elec. perience.’ Gas & Co. v. G.W. Pacific evidence, the court determines that the lan- Co., Drayage Rigging & Thomas 69 Cal.2d guage ambiguous, of not the contract is then 561, 563, 442 Cal.Rptr. 69 P.2d 643 parties’ the intentions must be determined (1968) (quoting Corbin at n. 5 225 solely language from the of the contract. Although an in (Supp.1964)). the terms of particular strument seem clear to a mind, principles in With these we including judge not does reader — —this by turn to the submitted possibility parties out the chose rule the language agreement. of the language agreement express the the to parties Ward offered evidence that did meaning. judge different A should therefore intend to not be a one-time any consider credible to evidence offered but, present crops release for all and future parties’ show the intention. rather, damages crop a release for all to one only, i.e., crop. there
While is Utah case law the 1988 safflower We con espouses application language a stricter of the rule and clude that the of the is Co., (9th Cir.1971); never mentioned. This is to raise the 439 F.2d 961 Monod v. insufficient 15(b). Futura, Inc., (10th purposes issue for does Cir. rule The rule F.2d remand, however, permit to which On Ward should be amendments include issues only inferentially by pleadings suggested opportunity evi amend are incidental afforded an to his Layrite dence in the Prods. to raise the issues of fraud mutual mistake. record. See Cole susceptible interpreta- AGREEMENT reasonably to such agrees to agreement, tion. Under $4901.27, Upon payment receipt “any and all dam- IFA harmless hold ($900.00 hereby acknowledged which is my approxi- by spraying of ages caused account), credit to my check and $4001.27 Although nineteen acres of safflower.” mate I, Ward, hereby agree Earl H. to release “of could be read to phrase safflower” and hold harmless Intermountain Farmers field, it could also con- simply define be any damages Association for and all caused subject specify strued my spraying approximate nine- release. teen acres of safflower. agreement is language of the Because reasonably This can be read susceptible reasonably to Ward’s contended Farmers release Intermountain Association it is interpretation, ambigu- we conclude (IFA) any damages for all caused ous, prove any relevant to spraying hap acres the nineteen which meaning is See Gas & admissible. Pacific pened to planted safflower. Alterna Co., 564, 442 at Cal.Rptr. P.2d Elec. reasonably tively, it could be read to release (stat- 644; Winegar, P.2d at 108 see also and all caused ambiguous language contract “if it ing that safflower, which happened capable of more one reasonable inter- than approximately nineteen Either cover acres. Indeed, exclusion such evi- pretation”). Therefore, interpretation is reasonable. deny par- would relevance of the dence requires provision ambiguous principle intentions ties’ and defeat par the intent establish interpretation that “the intentions of Farnsworth, ties. See Faulkner Winegar, parties controlling.” are (Utah 1983). 1292, 1293 This and this reason Furthermore, excluding at 108. such and re reason alone is sufficient reverse *6 gut the purpose would no means evidence mand this to the trial court for fur matter rule, parol is limit of the evidence which “to proceedings. ther (the ability jury) the finder of fact however, disagree, imprudent I with the testimony contradicting integrated believe disruptive rule construction enunciat- writings.” (Supp.1994). This Corbin 572C majority’s opinion. proposed in the ed The evidence, if is not a case where the extrinsic litigants present rule would allow finder, by the fact would contradict believed ambiguity in an other- establish Accordingly, parties’ agreement. written provision. clear This rule con- wise contract that is we hold extrinsic evidence admissible consistently applied maxim travenes the parties the issue of as to what this court: to cover release.6 intended with the contract, the interpreting In intentions summary judg- the grant reverse We parties controlling. If contract are remand trial court for fur- ment and language writing is not am- is proceedings. ther biguous, parties of the must the intention
be determined from words STEWART, C.J., HOWE, may only agreement. A court consider Associate J., if, consid- extrinsic evidence concur. after careful eration, language ambigu- ‘is the contract RUSSON, Justice, concurring in the ous or uncertain. result: Winegar Corp., v. Froerer omitted) (Utah 1991) (citations (emphasis only. my opinion, I concur in the In result added). majority to this ambiguous is inasmuch it is cites as While interpretations. it susceptible passage Winegar, misconstrues two different it for the meaning by stating that stands reads: holding unnecessary agreement. modified 6. This makes it for us to their parties orally argument address Ward's that the motions, permissive proposition may every that “a court con- meaning if formally consider extrinsic evidence dispute tract will be resolved ambiguous the contract is or uncertain.” through trial. added.) However,
(Emphasis
the rule estab-
Winegar
simply
this court in
is not
lished
ZIMMERMAN,
Justice, dissenting:
Chief
rather,
may
it
that a court
permissive;
states
majority’s
I dissent from the
conclusion
the con-
consider extrinsic
ambiguous.
that the release
is
As
ambiguous or uncertain.
In
tract
is
Id.
majority recognizes,
releases are contrac
holding that a court
consider extrinsic
according
tual and should be read
to well-
ambig-
if a contract is
evidence to determine
developed
interpretation.
rules of contract
uous,
majority ignores
prece-
well-settled
Travis,
See Simonson
728 P.2d
1001-
approach
dent
in favor of an
invites
(Utah
However,
majority’s
parties
in even the
create
clear-
holding
that a court
consider extrinsic
provisions.
est contract
determining
evidence in
whether
contract
Moreover,
espoused by
major-
the rule
ambiguous unjustifiably departs
is
from es
ity
necessary.
previ-
is not
This court has
precedent.
tablished Utah
ously
ambigu-
a contract
held
whether
is
Corbett,
law,
Fitzgerald
ous is a
repeatedly
consistently
This court has
1990),
793 P.2d
and will be
held that a court
not consider extrinsic
ambiguous
capable
found to be
“if it is
interpreting
evidence in
a contract without
interpretation
more than one reasonable
be-
matter,
finding,
preliminary
as a
terms,
meanings
cause of ‘uncertain
miss-
ambiguous
is
on its face. As we
”
terms,
ing
or other
facial deficiencies.’
Farnsworth,
stated in Faulkner v.
Winegar,
(quoting
271 (Utah 1985); Rice, damages arising all as a result of the son, n. 1 665 Enters., County, 646 field. v. Salt Lake Melby Inc. (Utah 1982); v. First Williams
P.2d Because the clear Co., Colony Ins. P.2d Life unambiguous, I would hold that the trial Holm, Ranch, 1979); Big Inc. v. Butte court not err when it refused allow the did (Utah 1977); 690, 691 E.A. Strout W. vary introduction extrinsic Broderick, 522 Realty Agency, Inc. v. agreement. I would affirm the terms of the (Utah 1974). 144, 145 judgment the district court. long-stand- from this departure In a clear rule, majority that even if a
ing concludes n written facial deficien- contract contains no ambiguous, a the contract
cies which render ambiguity by reference find departure evidence. It this
extrinsic majority to extrin- consider
that enables the evidence, ambiguity
sic find APARTMENTS, preferred WOODHAVEN agreement, then reach its re- Appellee, Plaintiff and sult. Menzies, In State (Utah 1994), explained that this court under WASHINGTON, Bertha Defendant “ decisis, it “willfollow doctrine of stare Appellant. established the rule law which has No. 940233-CA. cases, clearly convinced that earlier unless originally erroneous or no
the rule was of Utah. Appeals Court longer changing conditions sound because Nov. 1995. good more than harm will come and that (quoting precedent.”’ Id. departing Hanna, Role Precedent in Judi-
John Decision, (1957)). cial Vill.L.Rev. majority expressed, not
Because the has of, any legitimate I cannot rea- conceive precedent this court’s settled
son overrule issue,
on this I would consider extrinsic to make the determina- considering case.
tion the instant Without evidence, agree- I find the release unambiguous. to be clear and
ment *8 release holds IFA harm-
The damages caused “any and all
less my approximate spraying nineteen added.) (Emphasis
acres of safflower.” phrase that the “of safflower”
Ward contends he was releas-
creates whether
ing damages IFA from done to the safflower disagree. I done field. prepositional phrase “of safflower” does
The identify particular
nothing more than act gave potential rise IFA’s
liability. does not IFA harmless from saf-
hold crop IFA harmless from
flower holds —it