Congdon v. Uber Techs., Inc.

291 F. Supp. 3d 1012
CourtDistrict Court, N.D. California
DecidedMarch 8, 2018
DocketCase No. 16–cv–02499–YGR
StatusPublished
Cited by1 cases

This text of 291 F. Supp. 3d 1012 (Congdon v. Uber Techs., Inc.) is published on Counsel Stack Legal Research, covering District Court, N.D. California primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Congdon v. Uber Techs., Inc., 291 F. Supp. 3d 1012 (N.D. Cal. 2018).

Opinion

a. Rules Governing Contract Interpretation

"Interpretation of a contract is a matter of law, as is the determination of whether a contract is ambiguous." Beck Park Apartments v. U.S. Dep't of Housing & Urban Dev. , 695 F.2d 366, 369 (9th Cir. 1982) ; see also Wolf v. Sup. Ct. , 114 Cal. App. 4th 1343, 1351, 8 Cal.Rptr.3d 649 (2004). "Under statutory rules of contract interpretation, the mutual intention of the parties at the time the contract is formed governs interpretation." Santisas v. Goodin , 17 Cal. 4th 599, 608, 71 Cal.Rptr.2d 830, 951 P.2d 399 (1998) (citing Cal. Civ. Code § 1636 ). When a court interprets a contract to determine the parties' intent, "[t]he whole of [the] contract is to be taken together, so as to give effect to every part, if reasonably practicable, each clause helping to interpret the other." Lockyer v. R.J. Reynolds , 107 Cal.App.4th 516, 525, 132 Cal.Rptr.2d 151 (2003) ; see also Cal. Civ. Code § 1641.

The "clear and explicit meaning" of contractual provisions "interpreted in their ordinary and popular sense, unless used by the parties in a technical sense or a special meaning is given to them by usage, controls judicial interpretation." Santisas , 17 Cal. 4th at 608, 71 Cal.Rptr.2d 830, 951 P.2d 399 (internal quotation marks and citations omitted); see also Cal. Civ. Code § 1644. "If the meaning a layperson would ascribe to contract language is not ambiguous," the Court applies that meaning. Santisas , 17 Cal. 4th at 608, 71 Cal.Rptr.2d 830, 951 P.2d 399. Contract language is ambiguous if it is "capable of two or more constructions, both of which are reasonable." TRB Invs., Inc. v. Fireman's Fund Ins. Co. , 40 Cal.4th 19, 50 Cal.Rptr.3d 597, 602-03, 145 P.3d 472 (2006).

Extrinsic evidence is generally not admissible to contradict or supplement the terms of a fully integrated contract, but it may be used "to explain or interpret ambiguous contract language." Lonely Maiden Prods., LLC v. GoldenTree Asset Mgmt., LP , 201 Cal. App. 4th 368, 376, 135 Cal.Rptr.3d 69 (2011). A court "cannot consider such evidence if the language of the contract is not reasonably susceptible of interpretation and is unambiguous." John Hancock Ins. Co. v. Goss , No. 14-cv-04651-WHO, 2015 WL 5569150, at *3 (N.D. Cal. Sept. 1, 2015) (internal quotation marks omitted). With respect to standard form contracts specifically,10 "where neither party *1022has asserted that the...contract contains ambiguous terms, admission of extrinsic evidence should not be necessary to interpret the contractual provisions at issue." In re Conseco Life Ins. Co. LifeTrend Ins. Sales & Mktg. Litig. , 270 F.R.D. 521, 529 (N.D. Cal. 2010). In the case of ambiguous terms within a form contract, such terms would be construed against the drafter. See Ellsworth v. U.S. Bank, N.A. , No. C 12-02506 LB, 2014 WL 2734953, at *22 (N.D. Cal. June 13, 2014) ("[W]ith identical form contracts, courts in this district generally hold that extrinsic evidence is unlikely to be important, and ambiguous terms would be construed against the drafter."); c.f. Vedachalam v. Tata Consultancy Servs. , No. C 06-0963 CW, 2012 WL 1110004, at *9 (N.D. Cal. Apr. 2, 2012) ("Even if Defendants could establish some ambiguity with extrinsic evidence, the ambiguous terms would be interpreted against them, as the drafters of the form contract.").

b. Analysis

The parties agree that no genuine issues of material fact exist regarding (1) the existence of the Agreement or (2) plaintiffs' performance under the Agreement. Rather, the motions focus on the element of breach. Thus, the Court begins with the plain language of the Agreement.

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