- Court: Oregon Court of Appeals
- Area(s) of Law: Contract Law
- Date Filed: 10-17-2018
- Case #: A164570
- Judge(s)/Court Below: Aoyagi, J. for the Court; Hadlock, P.J.; & DeHoog, J.
- Full Text Opinion
Defendant appealed the trial court's grant of summary judgment for Plaintiff's breach of contract action. On appeal, Defendant argued that the provision at issue in the contract was ambiguous as to whether participants to the contract were subject to assessments after they “canceled” their agreement or whether only those who were “terminated” were subject to the assessments. Also, Defendant argued that the provision was ambiguous about whether there was discretion about when and how much participants were subject to assessments. In response, Plaintiff argued that Defendant’s interpretation of the provision was implausible especially when the provision expressly stated the board had “sole discretion” to impose assessments and that there was a three-year time limit for former participants to be assessed for past claims and that “cancellation” and “termination” were used interchangeably and regardless of whether the agreement was “canceled” or “terminated” participants were still subject to assessments from previous claims. In determining whether a contract provision is ambiguous, the court should review the provision to determine “if it has no definite significance or is capable of more than one plausible – that is, sensible and reasonable – interpretation.” Holloway v. Republic Indemnity Co. of America, 341 Or 642, 650, 147 P3d 329 (2006). The Oregon Court of Appeals held that the text did not contain the ambiguities Defendant asserted. Moreover, the Court held that Defendant’s interpretations of the agreement was not plausible when reading of the agreement as a whole, and as such, the trial court did not err in granting summary judgment for Plaintiff. Affirmed.