applying plain meaning of contractual term, despite evidence that parties’ course of performance indicated that parties intended different meaning, when term was unambiguous
How later courts described this case
- applying plain meaning of contractual term, despite evidence that parties’ course of performance indicated that parties intended different meaning, when term was unambiguous
- “It is the universal rule, and the rule followed in Texas, that where the parties have not otherwise agreed, a partial payment on a single obligation consisting of principal and interest is first applied to extinguish the accrued interest and the balance is then applied toward discharging the principal”
- interpreting contractual term “weighted average price received” in same way for same reason, when term was left undefined in contract
- op. on motion for rehearing
Written by the judges who cited it.
The opinion
ON MOTION FOR REHEARING
By its motion for rehearing, Phillips Petroleum Company submits that we gave undue emphasis to the meaning of the word “received” and failed to give adequate attention to the meaning which the word “price” must have in the context of the contract. The ultimate contention is that, when the contract is viewed in its entirety in relation to the federal statutes and rules and regulations to which it is subject, “price” means the actual proceeds Phillips received and had a lawful right to retain after refunding the amounts received in excess of the “just and reasonable” rate or charge finally determined by the Federal Power Commission. Therefore, Phillips says, it is not reasonable to reach a conclusion that the parties contracted on the basis of prices other than those which Phillips would be lawfully entitled to retain.
The reasons for denying the contention, which was considered on original submission and reconsidered on rehearing, are two-fold. First, the contract was drafted when Phillips was receiving a price in excess of the established “just and reasonable” rate, although subject to refund, but the ordinary meaning of “price received,” to which Phillips’ obligation to pay was related, was not qualified to express the intention to exclude any refundable price received. Second, the contention can be justified only by invoking arbitrary rules of construction which, under the rationale stated in our original opinion, may not be resorted to where the contractual expressions are, as the parties have agreed and as we found them to be, unambiguous.
The Supreme Court, whose pronouncements- on the law bind us) hás declared that where the contractual language is plain, clear and unambiguous, we are not at liberty to revise a contract under the guise of professing to construe it or to make for the parties a contract different from the one they entered into. See, e. g., *369 General American Indemnity Company v. Pepper, 161 Tex. 263 , 339 S.W.2d 660, 661 (1960). Thus, rather than ascribing to the language a meaning different from that which it clearly imports, all we may do is state and enforce the contract the parties have written.
The motion for rehearing is overruled.