Columbia Gas Transmission Corp. v. New Ulm Gas, Ltd.

940 S.W.2d 587, 40 Tex. Sup. Ct. J. 42, 1996 Tex. LEXIS 144, 1996 WL 596806
CourtTexas Supreme Court
DecidedOctober 18, 1996
Docket94-1206
StatusPublished
Cited by702 cases

This text of 940 S.W.2d 587 (Columbia Gas Transmission Corp. v. New Ulm Gas, Ltd.) is published on Counsel Stack Legal Research, covering Texas Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Columbia Gas Transmission Corp. v. New Ulm Gas, Ltd., 940 S.W.2d 587, 40 Tex. Sup. Ct. J. 42, 1996 Tex. LEXIS 144, 1996 WL 596806 (Tex. 1996).

Opinions

ABBOTT Justice,

delivered the opinion of the Court,

in which PHILLIPS, Chief Justice, HECHT, CORNYN, ENOCH, SPECTOR, OWEN and BAKER, Justices, join.

This case primarily concerns the proper interpretation of pricing provisions in a gas contract.1 The trial court held that the pricing provisions were ambiguous and awarded contract and fraud damages to New Ulm Gas, Ltd. in accordance with a jury verdict. The court of appeals reversed and remanded, determining that the trial court had correctly concluded that the contract was ambiguous, but that evidentiary errors made by the trial court necessitated a remand. 886 S.W.2d 294. We disagree with the appellate court’s conclusion that this contract was ambiguous. We reverse the judgment of the court of appeals on the contract claims and render judgment in favor of Columbia Gas Transmission Corporation. We affirm that part of the judgment of the court of appeals remanding New Ulm’s fraud claim to the trial court.

Fred Fox acquired oil and gas leases on about 7,000 acres of the New Ulm Field near New Ulm, Texas. He later assigned these leases to various oil companies, reserving an overriding royalty interest to himself. In 1985, Fox acquired a working interest in one part of the New Ulm Field from the Mobil Oil Company, and he formed a limited partnership, New Ulm Gas, Ltd. (New Ulm), to drill a well and produce natural gas from this interest.

The well was subject to a contract entered into in 1980 between Mobil’s predecessor, The Superior Oil Company, and Columbia Gas Transmission Corporation. This contract committed Superior and its successors (including New Ulm) to sell gas from the well to Columbia. Sections 3.1.1 and 3.1.3 were the two primary pricing provisions in this contract.

Section 3.1.1 was the initial pricing mechanism and took effect from 1980 through at least December 31, 1984. The pricing mechanisms of section 3.1.3 could then be invoked by either party “[a]t any time after December 31, 1984 and from time to time thereafter.” On January 1, 1985, Columbia invoked section 3.1.3. The parties thereafter entered into a series of price agreements pursuant to the provisions of 3.1.3.

In March 1988, New Ulm attempted to re-invoke the pricing mechanisms of 3.1.1. New Ulm contended that, even after Columbia had elected a section 3.1.3 renegotiation, New Ulm could unilaterally change that price by electing the section 3.1.1 price. According to New Ulm, if Columbia then made a good faith determination that the 3.1.1 price did not reflect current market prices, it could re-elect 3.1.3. This scheme would thus create a loop of pricing elections that could continue indefinitely.

Columbia refused to utilize the 3.1.1 prices invoked by New Ulm in March 1988. Columbia contended that it had the option to make the 3.1.3 election anytime after December 31, 1984. Once this election was made, Columbia argued, the only price changing mechanism was the one contained in 3.1.3. Columbia maintained that New Ulm could not unilaterally alter the section 3.1.3 negotiated price by simply electing another price under section 3.1.1. Instead, if the current price determined under 3.1.3 was unacceptable to New Ulm because it no longer reflected the current market price, then New [589]*589Ulm had the option of renegotiating the price under 3.1.3.

New Ulm then sued Columbia, seeking contractual damages for the period from April 1988 through July 1991. New Ulm also sought damages for allegedly fraudulent statements made by Columbia in 1986 concerning the price of gas. Both parties moved for summary judgment, but the trial court denied their motions on the basis that the contract was ambiguous. Accordingly, a jury trial was held to determine the parties’ intent. The jury found for New Ulm and awarded approximately $1.7 million in contract damages, another $2.3 million for damages from Columbia’s fraud, and attorney’s fees. The trial court rendered judgment on the jury’s verdict and Columbia appealed.

The court of appeals agreed with the trial court that the contract was ambiguous and that a fact issue existed regarding the intent of the parties. However, the court of appeals reversed and remanded for a new trial on the basis that the trial court had committed harmful error by improperly excluding certain evidence concerning the parties’ intent. Both parties then filed applications for writ of error with this Court.

We hold that the contract is not ambiguous and that section 3.1.1 was no longer a pricing option after Columbia invoked section 3.1.3. Accordingly, New Ulm is not entitled to the contractual damages awarded by the jury. We also conclude that New Ulm’s fraud claim must be remanded to the trial court.

I

Whether a contract is ambiguous is a question of law that must be decided by examining the contract as a whole in light of the circumstances present when the contract was entered. National Union Fire Ins. Co. v. CBI Industries, Inc., 907 S.W.2d 517, 520 (Tex.1995); Coker v. Coker, 650 S.W.2d 391, 394 (Tex.1983). A contract is not ambiguous if it can be given a definite or certain meaning as a matter of law. CBI, 907 S.W.2d at 520; Coker, 650 S.W.2d at 393; Universal C.I.T. Credit Corp. v. Daniel, 150 Tex. 513, 243 S.W.2d 154, 157 (1951). On the other hand, if the contract is subject to two or more reasonable interpretations after applying the pertinent rules of construction, the contract is ambiguous, which creates a fact issue on the parties’ intent. Daniel, 243 S.W.2d at 157; see also generally CBI, 907 S.W.2d at 520.

An ambiguity does not arise simply because the parties advance conflicting interpretations of the contract. Forbau v. Aetna Life Ins. Co., 876 S.W.2d 132, 134 (Tex.1994); Sun Oil Co. (Delaware) v. Madeley, 626 S.W.2d 726, 727 (Tex.1981). For an ambiguity to exist, both interpretations must be reasonable. See CBI, 907 S.W.2d at 520; see also Glover v. National Ins. Underwriters, 545 S.W.2d 755, 761 (Tex.1977). In this ease, we must decide whether there is more than one reasonable interpretation of this contract such that a fact issue was created concerning the parties’ intent.

We begin with an examination of the contract language. Section 3 of the contract is entitled “PRICE” and provides, in pertinent part:

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Bluebook (online)
940 S.W.2d 587, 40 Tex. Sup. Ct. J. 42, 1996 Tex. LEXIS 144, 1996 WL 596806, Counsel Stack Legal Research, https://law.counselstack.com/opinion/columbia-gas-transmission-corp-v-new-ulm-gas-ltd-tex-1996.