Weston Services, Inc. v. Halliburton Nus Environmental Corp.

839 F. Supp. 1144, 1993 U.S. Dist. LEXIS 945, 1993 WL 475464
CourtDistrict Court, E.D. Pennsylvania
DecidedJanuary 29, 1993
DocketCiv. A. No. 91-1133
StatusPublished
Cited by1 cases

This text of 839 F. Supp. 1144 (Weston Services, Inc. v. Halliburton Nus Environmental Corp.) is published on Counsel Stack Legal Research, covering District Court, E.D. Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Weston Services, Inc. v. Halliburton Nus Environmental Corp., 839 F. Supp. 1144, 1993 U.S. Dist. LEXIS 945, 1993 WL 475464 (E.D. Pa. 1993).

Opinion

MEMORANDUM AND ORDER

HUTTON, District Judge.

Presently before the Court are two Motions in Limine filed on behalf of defendant Halliburton NUS Environmental Corporation (“Halliburton NUS”) and the plaintiff’s response thereto. The first is a Motion in Limine to Preclude Introduction of Certain Pre-Contract Correspondence and Discus[1146]*1146sions as Parol Evidence to Vary or Explain the Terms of the Contract and the second is a Motion in Limine to Exclude Certain Opinion Testimony by Plaintiff’s Expert Thomas Hernon.

FACTUAL BACKGROUND

.Plaintiff,. Roy F. Weston. Services, Inc. (‘Weston”), is a Texas corporation involved in the business of providing demolition, dismantling and disposal services. On January 26, 1990, Weston entered into a subcontracting agreement with defendant Halliburton NUS to provide its services at the Douglassyille Disposal Site located in Berks. County, Pennsylvania. Douglassville is a federal Superfund site on the National Priorities List.1 The site is the location of a former oil reprocessing facility. The hazardous waste of concern in the present subcontracting agreement was composed of oils, sludges, solvents, asbestos and contaminated solids such as building materials and tanks.

Pursuant to the subcontracting agreement, Weston was to dismantle the facility and to dispose of the hazardous liquids and sludges located in the above ground tanks on the site. The specific requirements of the contract included the following: site preparation and maintenance; removal of asbestos materials; pumping of liquids and sludges from the tanks to tanker trucks and the draining of free liquids from the site; dismantling and removal of all buildings, tanks, equipment, piping, drums and miscellaneous materials; waste hauling and disposal; and related services, such as health and safety,' sampling and analysis, and decontamination of equipment materials and personnel. The total contract price was not to exceed $3,256,-731.00.

During execution of the contract, Weston experienced difficulty with the pumpability of the contents of the tanks. Weston encountered solid material which could not be removed via pumping. Relations between the two parties broke down and Halliburton NUS eventually terminated Weston’s rights under the contract. Weston subsequently brought the instant suit.

DISCUSSION

A. PAROL EVIDENCE

Halliburton NUS has filed a motion in limine to exclude certain letters and conversations which occurred between the parties prior to the signing of the agreement. Halliburton NUS contends that the parol evidence rule bars admittance of the information. Weston argues that the agreement is ambiguous and, therefore, the information is admissible under an exception to the parol evidence rule.

Under Pennsylvania law, the parol evidence rule bars consideration of preliminary negotiations, conversations and verbal agreements when the parties to a contract have reduced their agreement to writing and it appears that the writing represents the entire agreement. Hershey Foods Corp. v. Ralph Chapek, Inc., 828 F.2d 989, 994 (3rd Cir.1987). However, where a writing is determined to be ambiguous, extrinsic evidence may be admitted to assist in the interpretation of the agreement. Mellon Bank, N.A. v. Aetna Business Credit, 619 F.2d 1001, 1010 (3rd Cir.1980). The question of ambiguity is a question of law for the court to decide. St. Paul Fire and Marine Ins. Co. v. Lewis, 935 F.2d 1428, 1431 (3rd Cir.1991); Kroblin Refrigerated Xpress, Inc. v. Pitterich, 805 f.2d 96,101 (3rd Cir.1986). If ambiguity is found, the court will allow the use of extrinsic evidence to aid the trier of fact in its interpretation of the ambiguity. Mellon Bank, 619 F.2d at 1011.

In determining the question of ambiguity, the Court must consider “the actual words of the agreement themselves, as well as any alternative meanings offered by counsel, and extrinsic evidence offered in support of those alternative meanings.” St. Paul Fire and Marine, 935 F.2d at 1431. Ambiguity has been defined as “intellectual uncertainty; ... the condition of admitting two or more meanings, of being understood in more [1147]*1147than one way, or referring to two or more things at the same time.” Id. quoting Mellon Bank N.A. v. Aetna Business Credit, 619 F.2d 1001, 1011 (3rd Cir.1980). However, the Court must avoid torturing the language of the agreement to create ambiguity where none exist. St. Paul Fire and Marine, 935 F.2d at 1431.

This Court must determine whether the agreement is ambiguous with respect to the scope of the contents of the tanks at the Douglassville site. It is Weston’s position that the contract called for the removal of liquids and sludges, and not the solids which Weston encountered during its performance of the contract. Halliburton NUS argues that the contract requires the complete removal of the contents of the tanks including the tanks themselves and, therefore, including any non-liquid, non-pumpable solid materials in the tanks.

The contract language in describing the scope of the project and work on the tanks suggests that all materials, whether liquid or solid, were to be removed from the tanks so that the tanks themselves could be dismantled.2 The contract called for the complete removal of the contents of the tanks.3 The contract also recognized that some of the contents might not be pumpable, yet still required its removal.4

In a letter dated December 5, 1989, Weston described the process by which it intended to remove the contents of the tanks. . The letter specifically mentions the existence of solids within the tanks.5

Accordingly, this Court finds that the Contract is not- ambiguous with respect to the removal of the contents of the tanks located at the Douglassville site. Therefore, the admission of parole evidence in the form of letters .and telephone conversations to interpret the agreement with respect to the removal of solids is prohibited.

B. EXPERT TESTIMONY

The defendant has also filed a Motion in Limine- to preclude certain testimony of the plaintiffs expert witness, Mr. Hernon. The defendant’s basis for such exclusion is that the testimony amounts to the expert giving his conclusions as to the significance of various facts; doing so invades the province of the judge and jury, and goes against the general rule that has developed which does not allow opinion testimony on ultimate questions of law. Plaintiff contends that Mr. Hernon’s testimony is admissible for the purpose of providing information about the customs and practices in contract administration. In response, defendant argues that in the absence of a showing of ambiguity, testimony of' custom and practice is inadmissable because it will not assist the trier of fact and it will confuse the jury.-

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839 F. Supp. 1144, 1993 U.S. Dist. LEXIS 945, 1993 WL 475464, Counsel Stack Legal Research, https://law.counselstack.com/opinion/weston-services-inc-v-halliburton-nus-environmental-corp-paed-1993.