Guilford Transportation Industries v. Public Utilities Commission

Maine Supreme Court

2000

Chapter

15

Title

Contract Interpretation and Construction

Page

540

Topic

Interpretation

Quick Notes

Are fiber cables part of the agreement.

Book Name

Contracts Cases, Discussions, and Problems.  Blum Bushaw, Second Edition.  ISBN:  978-0-7355-7069-6.

Issue

o         Whether the interpretation of a fiber cable in the agreement is ambiguous?  Yes

Procedure

Trial

o         Summary Judgment for Central Maine Power Company

Supreme

o         Remanded back to Public Utilities Commission

Facts

Rules

Reason

o          (Pl - Guilford Transportations Industries is the land owner.

o         (Df - Central Maine Power Company has an agreement with Guilford to maintain and use occupations and appurtenances over, across, along and under land belonging to Guildford and its affiliated railroads.

o         Public Utilities Commission (PUC) is the agency that Guilford and CMP will use in a dispute.

What Happened

o         PUC held that the license agreement between CMP and Guilford gives CMP the right cross Guilfords land with fiber optic cable.

o         Guilford contends that PUC misinterpreted the license agreement and that it is does not cover fiber optic cable.

Rule

o         Contact language is ambiguous when it is reasonably susceptible of different interpretations.

o         If appeal was from superior court, then the court could review the record over again.  De Novo (from the beginning).

o         Since the appeal is made from the summary judgment made by PUC, the court will only review if PUCs conclusions were unreasonable, unjust or unlawful.

o         Both parties agreed to have PUC resolve the disputes.

Task 1:  Determine if contract is ambiguous

o         If the contact is NOT ambiguous, then the court will interpret it, which becomes a question of law.

o         If the contact is ambiguous, its meaning is a question of fact for the factfinder, and extrinsic evidence can be admitted to show the intention of the parties.

o         Both parties have reasonable, but contradictory interpretations of the agreement.

Guilford Arg

o         Wires are a flexible metal that supports a current.

o         Random House and American Heritage Dictionary.

o         The fee schedule was based on appurtenances carrying between zero and 750 volts and fiber does not carrying any volts.

o         CMP was ONLY an electricity company at the time of the agreement and the parties could have ONLY intended appurtenances to mean electrical conduits.

CMP Arg

o         Wires include fiber a cable used to carry telephone or telegraph messages.

o         Chambers Science and Technology Dictionary and Oxford American Dictionary

o         The fee schedule includes wires of zero volts which would include fiber.

o         There was nothing in the contract to exclude fiber, and if the parties intended they would have done so.

Court

o         It is apparent that Guilfords statement of material facts filed with the PUC supports that fact that extrinsic evidence exists.

o         Both parties briefs contain the history of dealings between the parties on the fiber optic issue and IMPACT of proposed legislation on their negotiation of the master license agreement.

o         Remanded back to PUC, because the license agreement is ambiguous and the interpretation is a matter of fact for the fact finder.