Brief Fact Summary. Plaintiff contracted with Defendants to purchase a parcel of land. Contained in the contract is a “reciprocal cancellation provision” permitting either party to cancel the agreement if litigation against the sellers is not concluded before June 1, 1987. On June 2, 1987, while the litigation was still pending, Defendants cancelled the contract pursuant to the cancellation clause, and Plaintiff initiated this action for specific performance.
Synopsis of Rule of Law. Extrinsic evidence may not be introduced to explain an unambiguous contract provision.
Issue. Can an unambiguous contract clause be read in light of extrinsic evidence?
Held. No. Extrinsic evidence as to what the parties to a contract intended but did not state or misstated is generally inadmissible to add to or vary the terms of the agreement. However, if the terms of a contract are ambiguous, extrinsic evidence may be used to interpret the agreement. The ambiguity of the contract is a question of law. Here, there is no ambiguity in the cancellation clause at issue. Hence, even if true, Plaintiff’s averments concerning the purpose of the cancellation clause cannot be considered. Further, extrinsic evidence also cannot be introduced to create an ambiguity. Therefore, Plaintiff’s evidence is inadmissible, and no order of specific performance is warranted.
An analysis that begins with consideration of extrinsic evidence of what the parties meant, instead of looking first to what they said and reaching extrinsic evidence only when required to do so because of some identified ambiguity, unnecessarily denigrates the contract and unsettles the law.View Full Point of Law