For potentially ambiguous or flexible terms, the court considers the text and context, as well as the circumstances surrounding the contract's creation, including "the parties’ precontract negotiations." Id. at 316-20, 129 P.3d 773 (citations omitted); see also State v. Heisser, 350 Or. 12, 25, 249 P.3d 113 (2011) ("[w]hen considering a written contractual provision, the court's first inquiry is what the words of the contract say, not what the parties say about it") (citation and internal quotations omitted). "The court must, if possible, construe the contract so as to give effect to all of its provisions."

Under Oregon law, "[w]hen considering a written contractual provision, the court's first inquiry is what the words of the contract say, not what the parties say about it." State v. Heisser, 350 Or. 12, 25-26 (2011) (quoting Eagle Industries, Inc. v. Thompson, 321 Or. 398, 405 (1995)). Accordingly, a court first "examines the text of the disputed provision, in the context of the document as a whole.

Both Oregon and Pennsylvania apply an objective theory of contacts to assess the existence of a contract. See State v. Heisser, 350 Or. 12, 25-26, 249 P.3d 113 (2011). An objective approach is unconcerned with the “parties' undisclosed intents and ideas” but instead “gives heed only to their communications and overt acts.'”

Id. at 316-20 (citations omitted); see also State v. Heisser, 350 Or. 12, 25, 249 P.3d 113 (2011) (“[w]hen considering a written contractual provision, the court's first inquiry is what the words of the contract say, not what the parties say about it”) (citation and internal quotations omitted). “The court must, if possible, construe the contract so as to give effect to all of its provisions.” Williams v. RJ Reynolds Tobacco Co., 351 Or. 368, 379, 271 P.3d 103 (2011).

The term "meeting of the minds" is "*a much abused metaphor,'" and requires only that there be mutual assent to the terms of the agreement. State v. Heisser, 350 Or. 12, 24, 249 P.3d 113 (2011) (citing Bennett v. Farmers Ins. Co., 332 Or. 138, 148, 26 P.3d 785 (2001)(noting that mutual assent "historically was considered as the 'meeting of the minds' requirement"}). Thus, an enforceable contract does not necessarily require a "meeting of the minds," as long as the parties' intent to enter into a contract can be shown through words or conduct.

Contract law generally controls the interpretation of plea agreements. State v. Heisser, 350 Or 12, 23, 249 P3d 113 (2011). We begin by examining the text of the disputed provision in the context of the entire plea agreement.

” State v. Heisser, 350 Or. 12, 24 (2011) (internal quotation marks and citation omitted). Although Plaintiff “did not in fact read or understand the written terms

The Oregon Supreme Court has said that in contract interpretation, “the court's first inquiry is what the words of the contract say, not what the parties say about it.” Eagle Industries, Inc. v. Thompson, 321 Or. 398, 405 (1995) (dispute over fee provision); see also Oregon v. Heisser, 350 Or. 12, 25 (2011) (court construes contract as a matter of law). Here, the words of the contract state that Plaintiff is entitled to attorney fees and costs “to collect any and all sums due for the services rendered” shown in the invoice. The invoice sets out the “services rendered” as itemized expenses, the same expenses for which Plaintiff brought this suit under federal and state law

Second, plaintiffs' reliance on the "Limits of Liability" provision is immaterial where, as here, no word or phrase in the "Coverage A" provision is open to more than one reasonable interpretation. See Fred Shearer & Sons, Inc. v. Gemini Ins. Co., 237 Or.App. 468, 476, 240 P.3d 67 (2010), rev. denied, 349 Or. 602, 249 P.3d 123 (2011) (court's first inquiry surrounds the term or provision in question, "applying any definitions contained in the policy and otherwise giving words their plain, ordinary meanings" - if "that examination yields only one plausible interpretation of the disputed terms, our analysis goes no further") (citing Hoffman, 313 Or. at 469-71); see also State v. Heisser, 350 Or. 12, 25, 249 P.3d 113 (2011) (courts "first examine the text of the disputed provision . . . [if] clear, the analysis ends") (citation and internal quotations and brackets omitted).

See Fred Shearer & Sons, Inc. v. Gemini Ins. Co., 237 Or.App. 468, 476, 240 P.3d 67 (2010), rev. denied, 349 Or. 602, 249 P.3d 123 (2011) (court's first inquiry surrounds the term or provision in question, “applying any definitions contained in the policy and otherwise giving words their plain, ordinary meanings” - if “that examination yields only one plausible interpretation of the disputed terms, our analysis goes no further”) (citing Hoffman, 313 Or. at 46971); see also State v. Heisser, 350 Or. 12, 25, 249 P.3d 113 (2011) (courts “first examine the text of the disputed provision . .