Although in the Federal Circuit the "Restatement of Contracts is recognized as an appropriate source of authority in contract cases," Hansen Bancorp, Inc. v. United States, 367 F.3d 1297, 1308 n. 9 (Fed. Cir. 2004) ( citing Mobil Oil Exploration v. United States, 530 U.S. 604, 608 (2000)), by-in-large the Federal Circuit follows the competing Williston approach, mandating that in general, trial courts should not admit extrinsic evidence to determine the meaning of contractual terms and provisions. E.g., Coast Fed. Bank v. United States, 323 F.3d 1035, 1038 (Fed. Cir. 2003) ( en banc) (holding that when "the provisions of the Agreement are phrased in clear and unambiguous language, they must be given their plain and ordinary meaning, and we may not resort to extrinsic evidence to interpret them."); Hills Materials Co. v. Rice, 982 F.2d 514, 516 (Fed. Cir. 1992) (stating, "[w]herever possible words of a contract should be given their ordinary and common meaning."). The Circuit's rule therefore is reminiscent of the plain meaning doctrine of statutory construction: "Where the language is plain and admits of no more than one meaning, the duty of interpretation does not arise and the rules which are to aid doubtful meanings needs no discussion."
In conducting this analysis, [w]e "begin[] with the language of the written agreement," which "must be considered as a whole and interpreted so as to harmonize and give reasonable meaning to all of its parts." Coast Fed. Bank, FSB v. United States, 323 F.3d 1035, 1038 (Fed. Cir. 2003) (en banc) (emphasis added).
The Government has not established ambiguity in the relevant provision, in the absence of which it is improper to rely on extrinsic evidence. See Coast Fed. Bank, FSB v. United States, 323 F.3d 1035, 1040 (Fed.Cir.2003) (en banc) (“If the provisions are clear and unambiguous, they must be given their plain and ordinary meaning, and we may not resort to extrinsic evidence to interpret them.”) (internal quotation marks and citation omitted). The Government's argument is also unpersuasive since the taxes clauses in the DuPont and Humble contracts are not the same as the new or additional charges provision in the avgas contracts.
The Government has not established ambiguity in the relevant provision, in the absence of which it is improper to rely on extrinsic evidence. See Coast Fed. Bank, FSB v. United States, 323 F.3d 1035, 1040 (Fed. Cir. 2006) (en banc) ("If the provisions are clear and unambiguous, they must be given their plain and ordinary meaning, and we may not resort to extrinsic evidence to interpret them.") (internal quotation marks and citation omitted). The Government's argument is also unpersuasive since the taxes clauses in the DuPont and Humble contracts are not the same as the new or additional charges provision in the avgas contracts.
" Downie Aff. ¶ 5. A self-serving reference to "negotiations" by the former President of Franklin, however, does not suffice to prove intent to contract on the part of the government, particularly given the large number of contemporaneous documents that make no mention of a contract between Franklin and the FHLBB relating to purchase accounting or the amortization of goodwill or negotiations relating to such a contract. See Coast Fed. Bank, FSB v. United States, 323 F.3d 1035, 1039 (Fed. Cir. 2003) (en banc) (declining to rely upon "extrinsic evidence" to alter the meaning of a merger contract deemed "unambiguous"). Suess also points to comments made by a former government official in connection with Franklin's 1986 conversion into a public corporation as reflecting a belief on the part of the FHLBB that a contract relating to purchase accounting and the amortization of goodwill arose out of the Franklin-Equitable merger.
When deriving this meaning, we begin with the contract's language. Coast Fed. Bank, FSB v. United States, 323 F.3d 1035, 1038 (Fed. Cir.2003) (en banc). When the contract's language is unambiguous it must be given its "plain and ordinary" meaning and the court may not look to extrinsic evidence to interpret its provisions.
"Contract interpretation begins with the language of the written agreement." Coast Fed. Bank, FSB v. United States, 323 F.3d 1035, 1038 (Fed. Cir. 2003) (citing Foley Co. v. United States, 11 F.3d 1032, 1034 (Fed. Cir. 1993)). A contract must be construed "by reading it as a whole and interpreting each part with reference to the entire contract."
Thus, the Court first looks to the plain language of the solicitation. Id. at 1353 (citing Coast Fed. Bank, FSB v. United States, 323 F.3d 1035, 1038 (Fed. Cir. 2003) (en banc)). In doing so, the Court also "must consider the solicitation as a whole, interpreting it in a manner that harmonizes and gives reasonable meaning to all of its provisions."
Where the language is unambiguous, as the court determined, the “inquiry ends and the plain language of the Agreement controls,” so extrinsic evidence need not be considered. Coast Fed. Bank, FSB v. United States , 323 F.3d 1035, 1041 (Fed.Cir.2003). We thus determine whether the plain language of the Agreement is unambiguous, and if so, which party's position it supports.
We begin with the plain language of the document.Coast Fed. Bank, FSB v. United States, 323 F.3d 1035, 1038 (Fed. Cir. 2003) (en banc). The solicitation is ambiguous only if its language is susceptible to more than one reasonable interpretation.