Veit Hanssen v. Qantas Airways Limited

904 F.2d 267, 1990 U.S. App. LEXIS 10472, 1990 WL 77767
CourtCourt of Appeals for the Fifth Circuit
DecidedJune 27, 1990
Docket89-2718
StatusPublished
Cited by13 cases

This text of 904 F.2d 267 (Veit Hanssen v. Qantas Airways Limited) is published on Counsel Stack Legal Research, covering Court of Appeals for the Fifth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Veit Hanssen v. Qantas Airways Limited, 904 F.2d 267, 1990 U.S. App. LEXIS 10472, 1990 WL 77767 (5th Cir. 1990).

Opinions

THORNBERRY, Circuit Judge:

Appellant Qantas Airways Ltd. (Qantas) appeals the district court’s grant of summary judgment in favor of appellee Veit Hanssen holding Qantas liable for breach of contract and awarding Hanssen damages in the amount of $249,951.37. Finding that summary judgment was inappropriate, we reverse and remand.

Facts and Procedural History

This case involves a contract dispute between Hanssen, a tour operator, and Qantas, an airline. The controversy centers on whether Qantas agreed to confirm 406 seats for Hanssen in return for a ten percent deposit he placed on the seats.

As early as 1983, Hanssen began organizing tours for Australia in anticipation of the appearance of Halley’s Comet in April 1986. Australia was considered to be one of the best geographical locations in which to see the comet, and Hanssen had secured reservations at some of the best hotels. In February 1985, Hanssen requested Qantas to reserve blocks of seats on Qantas for his tours. No further action was taken until September 1985, when an associate of Hanssen made changes to the earlier request for seats.

On November 7, 1985, Qantas sent a telex to all of its sales managers, including Carl Dagilis, informing them that approximately 271 groups had 12,100 seats, either booked or on waitlist. To ensure maximum usage of available capacity, the telex stated that each group would be required to pay a deposit of ten percent on the number of seats held. In November 1985, Dagilis met with Hanssen to review his request for seats and to inform him of the deposit requirement. Following that meeting, Dagilis sent a telex to the group reservations office setting forth the 406 seats requested by Hanssen. Some of the seat requests had been confirmed, while most were still waitlisted.

In a letter dated December 2, 1985, Qantas formalized its deposit requirement. The letter states in relevant part:

Further to our previous discussions, Halley’s comet has created an enormous amount of interest in the South Pacific. In order to protect the group space for those who have solid commitments, we are requiring a 10% deposit to Qantas for all groups during this time period.
[269]*269Thank you for understanding the necessity of this policy. Please forward your MCO [deposit] to this office by 05 DEC 85, or we will have to release the seats you have blocked, whether confirmed or not.

On December 5,1985, Hanssen paid Qantas $40,437.60 as deposit for the 406 seats.

On January 13, 1986, Hanssen met with Dagilis and Ron Clark, the marketing representative for Trans Australia Airlines (TAA). Hanssen had also requested seats on TAA, which would provide domestic air service for his tours, though no deposit was paid for the TAA seat requests. At this meeting, Dagilis advised Hanssen that as of January 13th, Qantas had not been able to confirm all of his requested seats, but that it was continuing its efforts to do so. Clark told Hanssen that the same situation existed at TAA. Hanssen testified that this was the first time since he paid the deposit that he became aware that all of his seats were not confirmed. On January 15, 1986, Hanssen wrote Qantas that he was discontinuing all of his marketing efforts because his seats had not been confirmed.

Hanssen eventually brought suit against Qantas alleging that the December 2 letter constituted an unambiguous contractual obligation of Qantas to confirm all seats for which he paid a deposit.1 He maintained that if Qantas had confirmed all 406 seats by mid-January, he would have sold the remaining 289 package tours before the ticketing deadline of mid-March 1986.2 Hanssen also claimed that Qantas was liable for failing to confirm seats on TAA, the domestic carrier. Finally, he claimed that Qantas’s negligence or default caused one of his tours to return a day early, requiring Hanssen to pay his tour participants $3,670.50 in compensation.

Following a short hearing, the district court granted Hanssen’s motion for summary judgment finding that the December 2 letter constituted an unambiguous agreement by Qantas to guarantee that all 406 seats requested by Hanssen would be confirmed upon payment of the deposit. The court further found that Qantas was liable for failing to confirm seats on TAA, and that it was liable for causing one of Hans-sen’s tours to return a day early. After trial on the issue of damages, the court awarded Hanssen damages of $168,618.21, plus attorney’s fees and prejudgment interest for a total of $249,951.37. Qantas brought this appeal.

Discussion

Under Texas law, whether a contract is ambiguous is a question of law for the court subject to de novo review. Texas Commerce Bank N.A. v. National Royalty Corp., 799 F.2d 1081, 1083 (5th Cir.1986). If a contract is found to be unambiguous, its interpretation is a part of the court’s law obligation. Chapman & Cole v. Itel Container Int’l B.V., 865 F.2d 676, 681 (5th Cir.), cert. denied, — U.S. —, 110 S.Ct. 201, 107 L.Ed.2d 155 (1989). A Texas court will deem a contract unambiguous when it is reasonably open to just one interpretation given the rules of interpretation and the surrounding circumstances. Technical Consultant Servs., Inc. v. Lakewood Pipe of Texas, Inc., 861 F.2d 1357, 1362 (5th Cir.1988).

Qantas complains that the district court erred in granting summary judgment on the basis that the December 2 letter constitutes an unambiguous agreement to confirm all seats for which Hanssen paid a deposit.3 Qantas argues that the contract [270]*270is an unambiguous agreement to hold all requested seats, both confirmed and wait-listed, after which Qantas would try to confirm the waitlisted seats. Alternatively, Qantas argues that the contract is ambiguous, and that a full trial considering other extrinsic evidence such as prior communications and standard airline practice is necessary to ascertain the true meaning of the agreement. We agree with the latter argument.

In analyzing the contract, the district court ruled that “the letter on its face is unambiguous and would lead a fully informed, disinterested person to conclude, without ambiguity, that [Hanssen had] a firm reservation.” Once Qantas accepted the deposit for the 406 seats, the court held that Qantas was obligated to confirm or otherwise guarantee those seats, whether those seats were previously confirmed or waitlisted. Although this may be a possible interpretation, we cannot conclude that it is the only reasonable interpretation, especially when we consider the circumstances under which the parties made the contract.

Nowhere does the letter unambiguously state that all seats would be confirmed upon acceptance of the deposit. Rather, the letter states that the deposit would “protect group space.” As the district court itself recognized, “[g]roup space implies nothing about whether the space is confirmed or unconfirmed.” It follows that the mere statement that a deposit would “protect” that group space does not unambiguously indicate that all of the group space, including unconfirmed space, would thereby become confirmed.

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904 F.2d 267, 1990 U.S. App. LEXIS 10472, 1990 WL 77767, Counsel Stack Legal Research, https://law.counselstack.com/opinion/veit-hanssen-v-qantas-airways-limited-ca5-1990.