498 Pa. 45
Appellant landowner challenged the order of the Superior Court of Pennsylvania, which reversed a decree of the common pleas court construing appellees’ right of first refusal affecting the sale of the real property.
-Appellant landowner challenged the order of the superior court, which reversed the common pleas court’s decree construing appellees’ right of first refusal affecting the sale of the real property.
-The supreme court affirmed, holding that the language of the right of first refusal was clear and was, therefore, not in need of interpretation by reference to extrinsic evidence.
-The plain meaning of the agreement was that if a bona fide purchaser for value should be obtained, appellees could purchase the property at a value equivalent to the market value of the premises according to the assessment rolls.
-The courts had no freedom to redraft the agreement simply because of the realization that the market price according to the assessment rolls fell substantially short of the bona fide offers received. -Inadequacy of consideration was not a ground for refusing specific performance absent evidence of fraud or unfairness sufficient to make it inequitable to compel performance.
-Also, appellant’s assertion that she was unfairly induced to enter the agreement without representation of her interests was meritless, where the parties had all been represented by the same attorney.
-If the words of a contract are clear and unambiguous, the intent is to be discovered only from the express language of the agreement.
- The intent of the parties to a written contract is to be regarded as being embodied in the writing itself, and when the words are clear and unambiguous the intent is to be discovered only from the express language of the agreement. When a written contract is clear and unequivocal, its meaning must be determined by its contents alone. It speaks for itself and a meaning cannot be given to it other than that expressed. Where the intention of the parties is clear, there is no need to resort to extrinsic aids or evidence. Hence, where language is clear and unambiguous, the focus of interpretation is upon the terms of the agreement as manifestly expressed, rather than as, perhaps, silently intended.
- The parties have the right to make their own contract, and it is not the function of the court to re-write it, or to give it a construction in conflict with the accepted and plain meaning of the language used. It is not the province of the court to alter a contract by construction or to make a new contract for the parties; its duty is confined to the interpretation of the one which they have made for themselves, without regard to its wisdom or folly. The court may not rewrite the contract for the purpose of accomplishing that which, in its opinion, may appear proper, or, on general principles of abstract justice make for the parties a better contract than they chose, or saw fit, to make for themselves, or remake a contract, under the guise of construction, because it later appears that a different agreement
- When the parties have reduced their agreement to writing, the writing is to be taken to be the final expression of their intention. Where the contract evidences care in its preparation, it will be presumed that its words were employed deliberately and with intention. In determining what the parties intended by their contract, the law must look to what they clearly expressed. Courts in interpreting a contract do not assume that its language was chosen carelessly. Neither can it be assumed that the parties were ignorant of the meaning of the language employed.
- A patent ambiguity is that which appears on the face of the instrument, and arises from the defective, obscure, or insensible language used. In contrast, a latent ambiguity arises from extraneous or collateral facts which make the meaning of a written agreement uncertain although the language thereof, on its face, appears clear and unambiguous. The usual instance of a latent ambiguity is one in which a writing refers to a particular person or thing and is thus apparently clear on its face, but upon application to external objects is found to fit two or more of them equally. In holding that an ambiguity is present in an agreement, a court must not rely upon a strained contrivance to establish one; scarcely an agreement could be conceived that might not be unreasonably contrived into the appearance of ambiguity. Thus, the meaning of language cannot be distorted to establish the ambiguity.
The supreme court affirmed, holding that the language of appellees’ right of first refusal was clear and not in need of interpretation, and the courts could not redraft it simply because the price under the agreement fell substantially short of the bona fide offers that appellant landowner had received.
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