The primary concern of a court interpreting a contract is to ascertain and to give effect to the intentions of the parties as expressed in the instrument. R & P Enterprises v. LaGuarta, Gavrel & Kirk, 596 S.W.2d 517, 518 (Tex. 1980).  The objective, not subjective, intent of the parties controls the construction of their agreement.  Phillips v. Inexco Oil Co., 540 S.W.2d 546, 548 (Tex.Civ.App.-Tyler 1976, writ ref'd n.r.e). A contract should be construed in its entirety. Each part must be considered in relation to every other part so that the effect of each part on the others may be determined. Smart v. Tower Land and Inv. Co., 597 S.W.2d 333, 337 (Tex. 1980).


    The question of whether a contract is ambiguous is one of law for the court. Smart v. Tower Land and Inv. Co., 597 S.W.2d 333, 337 (Tex. 1980).  A contract is ambiguous only when the application of the applicable rules of inter- pretation to the instrument leave it genuinely uncertain which one of the two meanings is the proper meaning. Id.  An ambiguity does not arise simply because the parties advance conflicting interpretations of the same language; for an ambiguity to exist, both constructions must be reasonable. Columbia Gas Transmission Corp. v. New Ulm Gas, Ltd., 940 S.W.2d 587, 589 (Tex.1996).  Ambiguities are to be construed against the drafter of the contract. Republic National Bank v. Northwest National Bank, 578 S.W.2d 109, 115 (Tex. 1978).


   Under the rules of contract interpretation in Texas, an unambiguous agreement is enforced as written. Birnbaum v. Swepi LP, 48 S.W.3d 254, 257 (Tex.App.- San Antonio 2001, pet. denied).  The interpretation of an unambiguous contract is a question of law for the judge or arbitrator to decide, without any factual evidence. MCI Telecomm. Corp. v. Tex. Utilities Electric Co., 995 S.W.2d 647, 650 (Tex.1999).  When the contracts are unambiguous, there is no fact issue to be considered by the jury. Triland Inv. Group v. Warren, 742 S.W.2d 18, 22 (Tex. app.-Dallas 1987), rev'd on other grounds, 779 S.W.2d 808 (Tex. 1989).

    Contract terms must be given their plain, ordinary, and generally accepted meaning unless the instrument shows that the parties used such terms in a technical or different sense. Birnbaum v. Swepi LP,, 48 S.W.3d 254, 257 (Tex.App.-San Antonio 2001, pet. denied).  In construing a contract, the courts are required to follow elemen- tal rules of grammar for reasonable application of legal rules of construction. General Financial Services, Inc. v. Practice Place, Inc. 897 S.W.2d 516 (Tex. App. Fort Worth 1995, no writ).


   In contract construction, specific provisions control over general provisions. Forbau v. Aetna Life Ins. Co., 876 S.W.2d 132, 133-34 (Tex.1994).  Written or typewritten provisions prevail over conflicting printed provisions. Southland Royalty Co. v. Pan American Petroleum Corp., 378 S.W.2d 50 (Tex. 1964).  An earlier provision in a contract prevails over a later conflicting provision in the same contract. Id.

RULES FOR INTERPRETING CONTRACTS

Texas Lawyer

GADDY WELLS

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