[983]*983Opinion
FRIEDMAN, J.
Plaintiff Wyandotte Orchards, Inc., brought this declaratory relief action against the Oroville-Wyandotte Irrigation District, claiming contractual entitlement to one-quarter of a miner’s inch of water annually for each acre of its 166’/a-acre parcel. The parcel lies outside the district boundaries. The district contended that plaintiff was entitled to one-quarter inch for each of the 146 acres which plaintiff had developed by December 1932, with no entitlement for the 20Vi acres which plaintiff had not developed by that date. The trial court sustained plaintiff’s claim to water calculated by the measure of the entire 166 lA acre parcel.
The underlying transactions giving rise to the suit occurred between 1912 and 1922. Some of them have been litigated earlier. (See Henderson v. Oroville-Wyandotte Irr. Dist. (1929) 207 Cal. 215 [277 P. 487]; Dankert v. Oroville-Wyandotte Irr. Dist. (1930) 211 Cal. 87 [293 P. 785]; Henderson v. Oroville-Wyandotte Irr. Dist. (1931) 213 Cal. 514 [2 P.2d 803]; Rutherford v. Oroville-Wyandotte Irr. Dist. (1932) 215 Cal. 124 [8 P.2d 836]; Rutherford v. Oroville-Wyandotte Irr. Dist. (1932) 218 Cal. 242 [22 P.2d 505].)
For a number of years prior to 1922, two small land and water companies operated in the general area now served by defendant; they were the Palermo Land and Water Company (“Palermo”) and the South Feather Land and Water Company (“South Feather”). In 1912, South Feather and the then owner of plaintiff’s parcel executed a water supply agreement. The quantity to be supplied was 25 California miner’s inches, continuous flow annually. Plaintiff acquired the 166’A-acre parcel sometime prior to 1917. Similar contracts were executed between South Feather and other landowners in the area. Palermo also executed water supply contracts with its consumers.
In 1922 the California Railroad Commission (now Public Utilities Commission) was asked to approve arrangements by which the newly formed Oroville-Wyandotte Irrigation District would take over the water services of the two companies. A protest was filed by landowners whose lands were outside the boundaries of the new district. These owners, having received water service from the two companies, feared that they would be left without adequate protection as to future flow and rates. There followed a series of meetings among representatives of the [984]*984Railroad Commission, the two water companies, the new irrigation district and the protesting landowners. These meetings resulted in an understanding which induced the landowners who were “present water users” to withdraw their protests. The understanding was embodied in two resolutions adopted by the board of the irrigation district, one for each company. According to these resolutions the district undertook to supply the “present water users” with one inch of water for each four acres of land. We quote in the margin three passages from the resolution relative to South Feather customers.1
With these resolutions before it, the Railroad Commission on December 8, 1922, adopted an order approving the application for transfer and reciting; “That the present water users of the two water companies parties hereto, and those persons or firms desiring to become water users within ten (10) years from the date hereof, shall receive service from the Oroville-Wyandotte Irrigation District at the rates and under the conditions recited in [the applications]” for transfer and in the two resolutions of the irrigation district board.
Defendant contends that plaintiff was not a “present water user” as to plaintiff's unirrigated acreage of 1922; that under the terms of the governing documents plaintiff was required to develop this unirrigated acreage by December 8, 1932 (10 years from the date of the Railroad Commission order); that plaintiff had developed only 146 acres by that date, hence it is not entitled to a flow measured by its 20 A unirrigated acres.
The resolutions of the irrigation district, as confirmed by the Railroad Commission’s order, form a contract between the irrigation district and [985]*985those customers of the two former utilities whose lands lay outside the district; by accepting the transfer under the conditions imposed by the Railroad Commission, the irrigation district became bound by those conditions. (Henderson v. Oroville-Wyandotte Irr. Dist., supra, 213 Cal. at pp. 526-528; Rutherford v. Oroville-Wyandotte Irr. Dist., supra, 218 Cal. at pp. 244-245.) The present appeal requires interpretation of the contractual phrase “present water users.” There is no conflict in the extrinsic evidence bearing on the meaning of the phrase; thus the appellate court must make an independent determination. (U.S. Leasing Corp. v. duPont (1968) 69 Cal.2d 275, 284, 290 [70 Cal.Rptr. 393, 444 P.2d 65].) We have concluded that the trial court correctly construed the contract and properly rejected defendant’s interpretation.
We construe the phrase “present water user” as an identification of the 1922 water customers without differentiation between the developed and undeveloped-portions of any customer’s individual parcel. Neither in the definition of the phrase (as set forth in the resolutions of the irrigation district) nor in the text of the resolutions and Railroad Commission order is there any language which expressly or impliedly restricts the phrase to less than a customer’s entire parcel.
The district attempts to draw such a restriction. First it points to a clause in the 1912 water supply contracts between South Feather and its customers, requiring that within five years of the contract date the full amount of water entitlement “shall be put to use and paid for by the consumer.” Second, the district points to a clause in its 1922 resolution defining present water users as owners of land supplied by water from the water system of the water companies. It argues that the undeveloped land of an owner was not supplied with water, hence—as to that land—the owner was outside the scope of the definition.
Such a restriction finds no basis in the governing contracts. When plaintiff’s predecessor contracted for water in 1912, he became entitled to 25 miner’s inches annually. The 1912 contract did not tell him where to put the 25 inches. He could use it anywhere on his tract, for land already developed or for land to be developed in the future. The entitlement conferred by the 1912 contract was not reduced or qualified by the 1922 contract, for the latter—in the form of the irrigation district resolutions—expressly provided for the continuation of existing rights. (See fn. 1, ante, p. 984.)
[986]*986Defendant has taken out of context the clause of the 1912 contract which requires all water to be put to use and paid for within five years. The clause in question is part of an addendum to the 1912 contract.
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[983]*983Opinion
FRIEDMAN, J.
Plaintiff Wyandotte Orchards, Inc., brought this declaratory relief action against the Oroville-Wyandotte Irrigation District, claiming contractual entitlement to one-quarter of a miner’s inch of water annually for each acre of its 166’/a-acre parcel. The parcel lies outside the district boundaries. The district contended that plaintiff was entitled to one-quarter inch for each of the 146 acres which plaintiff had developed by December 1932, with no entitlement for the 20Vi acres which plaintiff had not developed by that date. The trial court sustained plaintiff’s claim to water calculated by the measure of the entire 166 lA acre parcel.
The underlying transactions giving rise to the suit occurred between 1912 and 1922. Some of them have been litigated earlier. (See Henderson v. Oroville-Wyandotte Irr. Dist. (1929) 207 Cal. 215 [277 P. 487]; Dankert v. Oroville-Wyandotte Irr. Dist. (1930) 211 Cal. 87 [293 P. 785]; Henderson v. Oroville-Wyandotte Irr. Dist. (1931) 213 Cal. 514 [2 P.2d 803]; Rutherford v. Oroville-Wyandotte Irr. Dist. (1932) 215 Cal. 124 [8 P.2d 836]; Rutherford v. Oroville-Wyandotte Irr. Dist. (1932) 218 Cal. 242 [22 P.2d 505].)
For a number of years prior to 1922, two small land and water companies operated in the general area now served by defendant; they were the Palermo Land and Water Company (“Palermo”) and the South Feather Land and Water Company (“South Feather”). In 1912, South Feather and the then owner of plaintiff’s parcel executed a water supply agreement. The quantity to be supplied was 25 California miner’s inches, continuous flow annually. Plaintiff acquired the 166’A-acre parcel sometime prior to 1917. Similar contracts were executed between South Feather and other landowners in the area. Palermo also executed water supply contracts with its consumers.
In 1922 the California Railroad Commission (now Public Utilities Commission) was asked to approve arrangements by which the newly formed Oroville-Wyandotte Irrigation District would take over the water services of the two companies. A protest was filed by landowners whose lands were outside the boundaries of the new district. These owners, having received water service from the two companies, feared that they would be left without adequate protection as to future flow and rates. There followed a series of meetings among representatives of the [984]*984Railroad Commission, the two water companies, the new irrigation district and the protesting landowners. These meetings resulted in an understanding which induced the landowners who were “present water users” to withdraw their protests. The understanding was embodied in two resolutions adopted by the board of the irrigation district, one for each company. According to these resolutions the district undertook to supply the “present water users” with one inch of water for each four acres of land. We quote in the margin three passages from the resolution relative to South Feather customers.1
With these resolutions before it, the Railroad Commission on December 8, 1922, adopted an order approving the application for transfer and reciting; “That the present water users of the two water companies parties hereto, and those persons or firms desiring to become water users within ten (10) years from the date hereof, shall receive service from the Oroville-Wyandotte Irrigation District at the rates and under the conditions recited in [the applications]” for transfer and in the two resolutions of the irrigation district board.
Defendant contends that plaintiff was not a “present water user” as to plaintiff's unirrigated acreage of 1922; that under the terms of the governing documents plaintiff was required to develop this unirrigated acreage by December 8, 1932 (10 years from the date of the Railroad Commission order); that plaintiff had developed only 146 acres by that date, hence it is not entitled to a flow measured by its 20 A unirrigated acres.
The resolutions of the irrigation district, as confirmed by the Railroad Commission’s order, form a contract between the irrigation district and [985]*985those customers of the two former utilities whose lands lay outside the district; by accepting the transfer under the conditions imposed by the Railroad Commission, the irrigation district became bound by those conditions. (Henderson v. Oroville-Wyandotte Irr. Dist., supra, 213 Cal. at pp. 526-528; Rutherford v. Oroville-Wyandotte Irr. Dist., supra, 218 Cal. at pp. 244-245.) The present appeal requires interpretation of the contractual phrase “present water users.” There is no conflict in the extrinsic evidence bearing on the meaning of the phrase; thus the appellate court must make an independent determination. (U.S. Leasing Corp. v. duPont (1968) 69 Cal.2d 275, 284, 290 [70 Cal.Rptr. 393, 444 P.2d 65].) We have concluded that the trial court correctly construed the contract and properly rejected defendant’s interpretation.
We construe the phrase “present water user” as an identification of the 1922 water customers without differentiation between the developed and undeveloped-portions of any customer’s individual parcel. Neither in the definition of the phrase (as set forth in the resolutions of the irrigation district) nor in the text of the resolutions and Railroad Commission order is there any language which expressly or impliedly restricts the phrase to less than a customer’s entire parcel.
The district attempts to draw such a restriction. First it points to a clause in the 1912 water supply contracts between South Feather and its customers, requiring that within five years of the contract date the full amount of water entitlement “shall be put to use and paid for by the consumer.” Second, the district points to a clause in its 1922 resolution defining present water users as owners of land supplied by water from the water system of the water companies. It argues that the undeveloped land of an owner was not supplied with water, hence—as to that land—the owner was outside the scope of the definition.
Such a restriction finds no basis in the governing contracts. When plaintiff’s predecessor contracted for water in 1912, he became entitled to 25 miner’s inches annually. The 1912 contract did not tell him where to put the 25 inches. He could use it anywhere on his tract, for land already developed or for land to be developed in the future. The entitlement conferred by the 1912 contract was not reduced or qualified by the 1922 contract, for the latter—in the form of the irrigation district resolutions—expressly provided for the continuation of existing rights. (See fn. 1, ante, p. 984.)
[986]*986Defendant has taken out of context the clause of the 1912 contract which requires all water to be put to use and paid for within five years. The clause in question is part of an addendum to the 1912 contract. The addendum established a rate of $36.50 per inch for all water actually used and an annual stand-by charge of $ 1 for each acre upon which no water was used. A correlative provision was the clause requiring the consumer to put to use and pay for his entire entitlement within five years. The latter clause was designed to supersede the stand-by charge and to require the customer to pay for his full contractual entitlement. On what part of his acreage the customer placéd the water was outside the contractual ken.
Our interpretation does not destroy the raison d’etre of the 10-year limitation in the Railroad Commission order. The commission conditioned its approval by demanding water entitlement for two distinct categories of contract holders: (1) Those contract holders who were present water users and (2) those contract holders who would become water users within 10 years. In 1917 the Supreme Court had considered the situation of persons who had bought parcels from Palermo but had not yet improved their lands or bought water. The court held that these customers did not forfeit their rights by nonuser and could demand water whenever they were ready to use it. (Palermo L. & W. Co. v. Railroad Commission (1916) 173 Cal. 380, 385-387 [160 P. 228].) When, in 1922, the Railroad Commission faced up to the unused water rights of some of Palermo’s land buyers, it decided to impose a 10-year limitation upon their eligibility for water.2 The 10-year limitation was irrelevant to the rights of landowners who were “present water users” of South Feather in 1922.
Defendant complains of the interpretation sought by plaintiff because, as the trial court found, its distribution system will be inadequate at times to satisfy all demands. Contracts should receive a reasonable interpretation and one which effectuates the parties’ purposes as [987]*987discerned from the entire agreement; the courts cannot rewrite a contract to avoid difficulty or hardship. (Addiego v. Hill (1965) 238 Cal.App.2d 842, 846 [48 Cal.Rptr. 240].)
Judgment affirmed.
Puglia, P. J., concurred.