2548, 91 L.Ed.2d 265 (1986) (nonmoving party must make showing sufficient to establish existence of each essential element that party must prove to prevail). The only difference between these alternatives is the starting point of the court's inquiry.Ī subsidiary issue is whether AFIC presented sufficient evidence to survive summary judgment. The court could just as readily first interpret "acceptable commitment" and then read the contract so that it is consistent with that term. 618, 624 (D.D.C.1980), they go astray when they interpret this doctrine to mean that courts must go so far as to purge the contract of all ambiguity in the pursuit of "harmony." Balboa argues in its brief (without supporting authority) that "if there is any reading of the other sentences of the parties' agreement that renders them consistent with the plain meaning of 'loaned amount' in the fee provision, the Court should accept this consistent reading." The point missed is that this argument harms Balboa as much as it helps. While the parties are correct that courts must attempt to harmonize the terms of a contract and read the terms in a way that makes them consistent, see 1010 Potomac Associates v. We reject this circular approach to contract interpretation. This theory would, in effect, require us to determine what the contract means before we can determine whether the contract is plain on its face. Underlying both of the parties' arguments is the notion that the court should first choose the defining term in the contract and then read the contract so that all of the terms are "harmonized" with that term. This provision, too, seems to indicate that the fee is to be based on the total loan commitment, not on any specific loaned amount. Adding to the confusing terminology, the contract states that a fee must be paid even when the loans are not funded or when the loans are not funded immediately.
#Michael goland full#
2 When these provisions are read together they produce an absurd result: the contract would provide that the fee must be based upon actual loan amounts but that the fee is earned in full before any of these amounts are determined. "Commitment," on the other hand, appears to refer to Balcor's commitment to extend credit to Balboa-not to the specific loans extended by Balcor. As the district court noted, the term "loaned amount" appears to mean what it says: that the fee is to be determined according to the amount of the individual loans as they are made. The contract provides in one sentence that the fee is to be based on the "loaned amount" while in a later sentence it states that "his" fee is earned in full when Goland receives an "acceptable commitment." These two sentences, if given their ordinary meaning, seem to lead us in very different directions.
.svg/640px-VK_Compact_Logo_(2021-present).svg.png "michael goland"){kind=logo}
Even a cursory reading of the agreement reveals that the meanings of "loaned amount" and "commitment" are unclear. National Railroad Passenger Corp., 793 F.2d 356, 359 (D.C.Cir.1986) NRM Corp. 1 If the contract is unambiguous, the court can interpret it as a matter of law. The heart of the matter is whether the AFIC-Balboa brokerage agreement is unambiguous on its face. The district court did not explain why it looked to the Balcor-Balboa contract in order to determine the ambiguity vel non of the AFIC-Balboa agreement. Finally, the court concluded that the Balcor-Balboa Master Loan Agreement did not "commit" Balcor to do anything and therefore the terms of the AFIC-Balboa agreement could not be ambiguous. Also the court reasoned that "commitment" was relevant only insofar as it related to the timing of the brokerage fee and therefore did not render ambiguous the fee amount. In particular, the court concluded that "commitment" did not refer to the type of commitment described in the Master Loan Agreement between Balboa and Balcor, but instead referred to a "commitment to make a loan." JA 227.
Once the court determined this sentence was clear and controlling, it read the subsequent sentences so they comported with that sentence. The court focused primarily on the single sentence stating that Balboa "will pay to AFIC a fee of 1% of the loaned amount." "Loaned amount," reasoned the court, should be given its ordinary meaning, namely the amount of money actually loaned to Balboa. The district court found that the contract between AFIC and Balboa was plain on its face and therefore could be interpreted as a matter of law.
0 kommentar(er)
