City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515 (Tex. 1968). · Go Syfert
City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515 (Tex. 1968). Cases Citing This Book View Copy Cite
636 citation events (249 in the last 25 years) across 20 distinct courts.
Strongest positive: RCIS Enterprises, LLC v. Houser Fabrication, LLC (txctapp6, 2026-01-30)
Treatment trajectory · 1969 → 2026 · click a year to view as-of
1969 1997 2026
Top citers, strongest first. 50 distinct citers. How cited ↗
discussed Cited as authority (rule) RCIS Enterprises, LLC v. Houser Fabrication, LLC (2×) also: Cited "see"
txctapp6 · 2026 · confidence medium
Generally[,] the parties to an instrument intend every clause to have some effect and[,] in some measure[,] to evidence their agreement.’” Id. (quoting City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968)). “[A]ll the usual ‘rules of construction’ apply, like the familiar presumptions favoring consistent usage, disfavoring surplusage, and using the plain meaning of undefined terms.” Mosaic Baybrook One, L.P. v. Simien, 674 S.W.3d 234 , 257 (Tex. 2023) (alteration in original) (quoting Perthuis v. Baylor Miraca Genetics Labs., LLC, 645 S.W.3d 228 , 17 236…
discussed Cited as authority (rule) Navarro v. New Leaf Homes, LLC
W.D. Tex. · 2025 · confidence medium
See also Coker v. Coker, 650 S.W.2d 391, 393 (Tex. 1983) (mandating that unambiguous provisions appearing in a contract must be given the plain meaning of their terms); City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968) (noting that absent ambiguity, “the construction of the written instrument is a question of law for the Court”).
cited Cited as authority (rule) Killion v. Truist Bank
N.D. Tex. · 2025 · confidence medium
Co. v. Swift Energy Co., 206 F.3d 487, 491 (5th Cir. 2000); City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968).
discussed Cited as authority (rule) Eldorado Homeowners' Association, Inc. v. R. Michael Clough, J. Michelle Clough, Adam Flierl, Nicole Flierl, Billy Fowler, Susan Fowler, Jack Holmes, Jacqui Holmes
Tex. App. · 2024 · confidence medium
“In the usual case, the instrument alone will be deemed to express the intention of the parties for it is objective, not subjective, intent that controls.” City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968).
discussed Cited as authority (rule) Hartman Income REIT Management v. Summer Energy, LLC
Tex. App. · 2023 · confidence medium
Dist. v. Burwell, 189 S.W.3d 738, 740 (Tex. 2006) (per curiam) (quoting City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968)). 4 Whether a contract is ambiguous is a question of law.
discussed Cited as authority (rule) U.S. Polyco, Inc. v. Texas Central Business Lines Corporation
Tex. · 2023 · confidence medium
“In the usual case, the instrument alone will be deemed to express the intention of the parties for it is objective, not subjective, intent that controls.” City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968).
discussed Cited as authority (rule) Michael Damien Dunn v. Pamela Sue Dunn
Tex. App. · 2023 · confidence medium
In the usual case, the instrument alone will be deemed to express the intention of the parties for it is objective, not subjective, intent that controls.” (quoting City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968))).
cited Cited as authority (rule) Tercero v. TX Southmost College
5th Cir. · 2022 · confidence medium
R & P Enters. v. LaGuarta, Gavrel & Kirk, Inc., 596 S.W.2d 517, 518 (Tex. 1980); City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968).
cited Cited as authority (rule) Cade Pryor v. Samantha Pryor
Tex. App. · 2021 · confidence medium
Webster, 128 S.W.3d at 229 (citing R & P Enters. v. LaGuarta, Gavrel & Kirk, Inc., 596 S.W.2d 517, 518 (Tex. 1980); City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968)).
discussed Cited as authority (rule) Headington Royalty, Inc. and Headington Energy Partners, LLC v. Finley Resources, Inc., Finley Production Co. L.P. and Petro Canyon Energy, LLC
Tex. App. · 2021 · confidence medium
Dist. v. Burwell, 189 S.W.3d 738, 740 (Tex. 2006) (“In the usual case, the instrument alone will be deemed to express the intention of the parties for it is objective, not subjective, intent that controls.” (citing City of Pinehurst v. Spooner –33– Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968))).
discussed Cited as authority (rule) Cornerstone Staffing Solutions, Inc. v. Valtech Solutions, Inc. and Valtech Services, Inc.
Tex. App. · 2020 · confidence medium
Dist. v. Burwell, 189 S.W.3d 738, 740 (Tex. 2006) (per curiam) (quoting City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968)); see also URI, Inc. v. Kleberg Cty., 543 S.W.3d 755, 757 (Tex. 2018) (“[O]bjective, not subjective, intent controls, so the focus is on the words the parties chose to memorialize their agreement.”) (Internal quotation marks and footnote omitted).
discussed Cited as authority (rule) HJSA No. 3, Limited Partnership v. Sundown Energy LP, SMC 2000 LP, PGP Holdings 1, LLC, Smith Allen Oil & Gas, LLP, Transmountain Exploration LLC, Fortune Natural Resources Corporation, Texas Heat of the Permian Basin, Inc., Whiting Oil and Gas Corporation, Eagle Rock Acquisition Partnership II, LP, Odyssey Royalties LLC, Horizon Royalties LLC, Pinecone Resources LLC, Brenda Dorman Faught, and Lena Renee Brigman
Tex. App. · 2019 · confidence medium
Dist. v. Burwell, 189 S.W.3d 738, 740 (Tex. 2006)(“[T]he instrument alone will be deemed to express the intention of the parties for it is objective, not subjective, intent that controls.”)(quoting City of Pinehurst. v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968)); see also Palestine Water Well Serv., Inc. v. Vance Sand & Rock, Inc., 188 S.W.3d 321, 325 (Tex.App.—Tyler 2006, no pet.)(stating that in determining whether there was a meeting of the minds, courts use an objective standard, considering what the parties did and said, not their subjective states of mind).
discussed Cited as authority (rule) Barrow-Shaver Resources Company v. Carrizo Oil & Gas, Inc.
Tex. · 2019 · confidence medium
The authority the Court and JUSTICE BOYD cite as requiring consideration of the negotiation history does not support the proposition that evidence directed to the parties’ subjective intent is—contrary to the parol evidence rule—admissible.35 33 12 WILLISTON ON CONTRACTS § 34.11 (emphasis added); see Kachina Pipeline Co. v. Lillis, 471 S.W.3d 445, 450-51, 454 (Tex. 2015) (declining to consult a trade custom and usage because it would conflict with the contract’s express terms). 34 12 WILLISTON ON CONTRACTS § 34.11. 35 See ante at 25-26 and post at 4-5 (BOYD, J., dissenting), relying …
discussed Cited as authority (rule) Harris County Hospital District// Cross-Appellants,Public Utility Commission of Texas and Southwestern Bell Telephone Company D/B/A AT&T Texas v. Public Utility Commission of Texas and Southwestern Bell Telephone Company D/B/A AT&T Texas// Cross-Appellee, Harris County Hospital District
Tex. App. · 2019 · confidence medium
“It is the general rule of the law of contracts that where an unambiguous writing has been entered into between the parties, the Courts will give effect to the intention of the parties as expressed or as is apparent in the writing.” City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968).
cited Cited as authority (rule) Easton Rutkoski, Kyle Palmer, Roberto Gonzalez, Epic Era Incorporated, eCosway USA, Inc. Glen Jensen and Jeffrey Aldous v. Evolv Health, LLC, Evolv Health International, LLC, and Evolvhealth Mexico Servicos, S. De R.L. De C v.
Tex. App. · 2019 · confidence medium
Dist. v. Burwell, 189 S.W.3d 738, 740 (Tex. 2006) (quoting City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968)).
discussed Cited as authority (rule) Samuel Adam Aflalo v. Devin Lamar Harris and Meghan Theresa Harris
Tex. App. · 2018 · confidence medium
Dist. v. Burwell, 189 S.W.3d 738, 740 (Tex. 2006) (quoting City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968)); see also URI, Inc. v. Kleberg Cty., 543 S.W.3d 755, 757 (Tex. 2018) (“[O]bjective, not subjective, intent controls, so the focus is on the words the parties chose to memorialize their agreement.”) (internal quotation marks and footnote omitted); Gilbert Tex. Constr., L.P. v. Underwriters at Lloyd’s London, 327 S.W.3d 118, 127 (Tex. 2010) (objective manifestation of intent is required, not “what one side or the other alleges they intended to say b…
cited Cited as authority (rule) John Schack and Debbie Schack v. Property Owners Association of Sunset Bay and Timothy Raub
Tex. App. · 2018 · confidence medium
City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968); Neel v. Tenet HealthSystem Hosps.
discussed Cited as authority (rule) MJR Oil & Gas 2001 LLC v. AriesOne, LP, GFP Texas, Inc., Miken Oil, Inc., and SND Energy Company, Inc.
Tex. App. · 2018 · confidence medium
Generally the parties to an instrument intend every clause to have some effect and in some measure to evidence their agreement.” City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968) (citations omitted).
cited Cited as authority (rule) in Re: Enterprise Crude Oil, LLC
Tex. App. · 2018 · confidence medium
City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex.1968).
cited Cited as authority (rule) Karolyn Shepherd, Individually and as Co-Successor Trustee of the Burge Family Revocable Trust, Judy Kay Stevenson, Individually and as Beneficiary of the Burge Family Revocable Trust, Jon Mark Shepherd, Individually, and Girard Securities, Inc. v. Bobby Burge, Individually and as Beneficiary of the Burge Family Revocable Trust
Tex. · 2017 · confidence medium
City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968) (citing the Restatement of the Law of Contracts § 230 (1932) with approval).
discussed Cited as authority (rule) Karolyn Shepherd, Individually and as Co-Successor Trustee of the Burge Family Revocable Trust, Judy Kay Stevenson, Individually and as Beneficiary of the Burge Family Revocable Trust, Jon Mark Shepherd, Individually, and Girard Securities, Inc. v. Bobby Burge, Individually and as Beneficiary of the Burge Family Revocable Trust (2×)
Tex. · 2017 · confidence medium
Co., 136 Tex. 333 , 150 S.W.2d 1003, 1006 (1941) ..............................................12 City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968) .................................................................11 Emerald Texas, Inc. v. Peel, 920 S.W.2d 398, 404 (Tex.App. – Houston [1st Dist. 1996, no pet.) .............13 In re BNP Paribas, 13-07-353-CV, 2008 WL 2208933 , at *3-4 (Tex. App.—Corpus Christi May 29, 2008, no pet.) ............................................................................ 12, 13 In re D.
discussed Cited as authority (rule) Dennis Draper, Greg Hadley, and Charles Huston v. Austin Manufacturing Services I, Inc.
Tex. App. · 2017 · confidence medium
But courts may not rely on evidence of surrounding circumstances to make the language say what it unambiguously does not say.”); Sun Oil Co., 626 S.W.2d at 731 (“‘In the usual case, the instrument alone will be deemed to express the intention of the parties for it is objective, not subjective, intent that controls.’” (quoting City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968))). 51 In Houston Exploration, the Texas Supreme Court reaffirmed its holdings from two prior cases that “deletions in a printed form agreement are indicative of the parties’ int…
discussed Cited as authority (rule) Freeman v. Harleton Oil & Gas, Inc.
Tex. App. · 2017 · confidence medium
Generally the parties to an instrument intend every clause to have some effect and in some measure to evidence their agreement.’” Petrohawk Props., L.P., 455 S.W.3d at 765 (quoting City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968) (citations omitted)).
cited Cited as authority (rule) First Bank v. Brumitt
Tex. · 2017 · confidence medium
Co. v. Greenspoint Dodge of Hous., Inc., 297 S.W.3d 248, 252 (Tex. 2009); City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968); Myers v. Gulf Coast Minerals Mgmt.
discussed Cited as authority (rule) Martin Operating Partnership LP v. QEP Marine Fuel Investment, LLC
Tex. App. · 2017 · confidence medium
Davidson, Inc. v. Webster, 128 S.W.3d 223, 229 (Tex. 2003) (citing R & P Enters. v. LaGuarta, Gavrel & Kirk, Inc., 596 S.W.2d 517, 518 (Tex. 1980), and City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968)).
discussed Cited as authority (rule) East Texas Copy Systems, Inc. v. Jason Player
Tex. App. · 2016 · confidence medium
“Generally the parties to an instrument intend every clause to have some effect and in some measure to evidence their agreement.” City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968).
cited Cited as authority (rule) in the Interest of C.W.W., a Child
Tex. App. · 2016 · confidence medium
Dist. v. Burwell, 189 S.W.3d 738, 740 (Tex. 2006) (per curiam) (citing City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968)).
discussed Cited as authority (rule) Lamar Advantage Holding Company v. the City of Stephenville and Mark Kaiser, in His Official Capacity as City Administrator
Tex. App. · 2016 · confidence medium
Dist., 189 S.W.3d at 740 (“In the usual case, the instrument alone will be deemed to express the intention of the parties . . . .” (quoting City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968))).
discussed Cited as authority (rule) Moseley v. Arnold
Tex. App. · 2016 · confidence medium
Generally the parties to an instrument intend every clause to have some effect and in some measure to evidence their agreement.” City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex.1968) (citations omitted).
discussed Cited as authority (rule) Revolution Retail Systems, LLC v. Sentinel Technologies, Inc.
Del. Ch. · 2015 · confidence medium
It is always necessary to determine their association with external objects, and all circumstances should be considered that go to make clear the sense in which they were used, i.e., their association with things.118 “Where a question relating to the construction of a contract is presented . . . [courts] are to take the wording of the instrument, considering the same in light of the surrounding circumstances, and apply the pertinent rules of construction thereto and thus settle the meaning of the contract.”119 In the context of contract construction, evidence of the surrounding events at t…
discussed Cited as authority (rule) Shirley Adams, Charlene Burgess, Willie Mae Herbst Jasik, William Albert Herbst, Helen Herbst and R. May Oil & Gas Company, Ltd. v. Murphy Exploration & Production Co.-USA, a Delaware Corporation (2×) also: Cited "see"
Tex. App. · 2015 · confidence medium
City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 519 (Tex.1968).
discussed Cited as authority (rule) Cash Biz, LP, Redwood Financial, LLC, Cash Zone, LLC Dba Cash Biz v. Hiawatha Henry, Addie Harris, Montray Norris, and Roosevelt Coleman Jr. (2×) also: Cited "see"
Tex. App. · 2015 · confidence medium
R & P Enterprises v. LaGuarta, Gavrel & Kirk, Inc., 596 S.W.2d 517, 518 (Tex. 1980); City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968).
cited Cited as authority (rule) Adrian James v. Kirby Hiscox
Tex. App. · 2015 · confidence medium
R & P Enters. v. LaGuarta, Gavrel & Kirk, Inc., 596 S.W.2d 517, 518 (Tex. 1980); City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968).
cited Cited as authority (rule) Mark J. Mueller v. James H. Davis, Individually, James H. Davis D/B/A J.D. Minerals, and JDMI, LLC
Tex. App. · 2015 · confidence medium
Ass'n, 696 S.W.2d 378, 381 (Tex. 1985); City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968); Myers v. Gulf Coast Minerals Mgmt.
cited Cited as authority (rule) Wolf Hollow I, L.P. v. El Paso Marketing, L.P. and Enterprise Texas Pipeline, LLC
Tex. App. · 2015 · confidence medium
Dist. v. Burwell, 189 S.W.3d 738, 740 (Tex.2006) (per curiam) (citing City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex.1968)).
cited Cited as authority (rule) AN Luxury Imports, Ltd. D/B/A BMW of Dallas, Inc., AN Luxury Imports GP, LLC, and United States Warranty Corp. v. D. Scott Southall
Tex. App. · 2015 · confidence medium
R & P Enterprises v. LaGuarta, Gavrel & Kirk, Inc., 596 S.W.2d 517, 518 (Tex. 1980); 4 City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968).
discussed Cited as authority (rule) Robbyn Elizabeth Coy Arriola, Joey Arriola, Jack Henry Lawson, and Raven Jonae Pritchett v. Tommy Kutscherousky, Sr., D/B/A Kutscherousky Farms
Tex. · 2015 · confidence medium
Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968) “In the usual case, the instrument alone will be deemed to express the intention of the parties for it is objective, not subjective, intent that controls.” Id.
cited Cited as authority (rule) Noah S. Bunker, Paul Carrell, Everett Brew Houston, Jr., W. Andrew Buchholz, Scott J. Leighty, Jad L. Davis, and Holly Clause v. Tracy D. Strandhagen
Tex. App. · 2015 · confidence medium
City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex.1968); C & C Partners, 783 S.W.2d at 715 .
discussed Cited as authority (rule) Llyasah Dupree Dba 360 Degrees Beauty Academy v. Boniuk Interests, Ltd (2×)
Tex. App. · 2015 · confidence medium
City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968) 9.
cited Cited as authority (rule) South East Texas Regional Planning Commission v. Byrdson Services, LLC, D/B/A Excello Construction, LLC
Tex. App. · 2015 · confidence medium
See R. & P. Enters. v. LaGuarta, Gavrel & Kirk, Inc., 596 S.W.2d 517, 518 (Tex.1980); City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex.1968).
discussed Cited as authority (rule) Petrohawk Properties, L.P., and P-H Energy, L.L.C. v. Noel Diane Jones (2×) also: Cited "see"
Tex. App. · 2015 · confidence medium
Generally the parties to an instru- ment intend every clause to have some effect and in some measure to evidence their agreement.” City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex.1968) (citations omitted).
cited Cited as authority (rule) Beau Hale and Marhaw Partners, LLC v. Bank of America, Successor by Merger to BAC Home Loans Servicing, LP
Tex. App. · 2014 · confidence medium
R & P Enters. v. LaGuarta, Gavrel & Kirk, Inc., 596 S.W.2d 517, 518 (Tex. 1980); City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968).
discussed Cited as authority (rule) Matthew George v. State Farm Lloyds
Tex. App. · 2014 · confidence medium
Cherokee Water Co. v. Forderhause, 641 S.W.2d 522, 524 (Tex. 1982); Sun Oil Co. v. Madeley, 626 S.W.2d 726, 728 (Tex. 1981); Rutherford v. Randal, 593 S.W.2d 949, 953 (Tex. 1980); City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968).
discussed Cited as authority (rule) Duffey v. Twentieth Century Fox Film Corp.
S.D.N.Y. · 2014 · confidence medium
Contract terms are construed with the primary aim of ascertaining the intent of the parties as expressed in the contract, known as their “objective intent.” Grohman v. Kahlig, 318 S.W.3d 882, 887 (Tex.2010) (citing Valence Operating Co. v. Dorsett, 164 S.W.3d 656, 662 (Tex.2005)); Sun Oil Co. v. Madeley, 626 S.W.2d 726, 731 (Tex.1981) (quoting City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex.1968)) (“[I]t is objective, not subjective, intent that controls.”).
cited Cited as authority (rule) Richard L. Spradley v. Delia Spradley
Tex. App. · 2014 · confidence medium
Dist. v. Burwell, 189 S.W.3d 738, 740 (Tex. 2006) (per curiam) (citing City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968)). 13 J.M.
cited Cited as authority (rule) CERx Pharmacy Partners, LP v. Provider Meds, LP (In re Providerx of Grapevine, LLC)
Bankr. N.D. Tex. · 2014 · confidence medium
Dist. v. Burwell, 189 S.W.3d 738, 740 (Tex.2006) (per curiam) (citing City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex.1968)).
discussed Cited as authority (rule) Wolf Hollow I, L.P. v. El Paso Marketing, L.P. and Enterprise Texas Pipeline, LLC (2×)
Tex. App. · 2013 · confidence medium
Dist. v. Burwell, 189 S.W.3d 738, 740 (Tex. 2006) (per curiam) (citing City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex. 1968)).
cited Cited as authority (rule) CERx Pharmacy Partners, LP v. Provider Meds, LP (In re Providerx of Grapevine, LLC)
Bankr. N.D. Tex. · 2013 · confidence medium
Dist. v. Burwell, 189 S.W.3d 738, 740 (Tex.2006) (per curiam) (citing City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex.1968)).
cited Cited as authority (rule) NuStar Energy, L.P., and Kaneb Management Company, L.L.C. v. Diamond Offshore Company
Tex. App. · 2013 · confidence medium
Dist. v. Burwell, 189 S.W.3d 738, 740 (Tex.2006) (per curiam) (citing City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex.1968)).
Retrieving the full opinion text from the archive…
CITY OF PINEHURST, Texas, Petitioner,
v.
SPOONER ADDITION WATER COMPANY Et Al., Respondents
B-840.
Texas Supreme Court.
Oct 2, 1968.
432 S.W.2d 515
Keith, Mehaffy & Weber, Quentin Keith, Beaumont, Milton Regan, Orange, for petitioner., Sexton, Owens & Wingate, Paul R. Owens, Orange, for respondents.
Griffin, Smith.
Cited by 472 opinions  |  Published
SMITH, Justice.

The City of Pinehurst, Texas, hereinafter designated as the City, filed this suit seeking a declaratory judgment under the provisions of Article 2524-1, Vernon’s Annotated Civil Statutes of Texas, against Spooner Addition Water Company et al, hereinafter designated as the Company. The City alleged that a justiciable controversy existed by virtue of the Company’s failure to comply with the provisions of a certain ordinance dated October 10, 1957, offering a franchise to the Company for the distribution of water for domestic, commercial or industrial purposes in Spooner Addition No. 1, Spooner Addition No. 2, and Weaver Addition to the City of Pine-hurst. The City alleged that the Company failed to perform its agreement, as provided in Section 4 of the ordinance, to improve its “existing water system by replacing all of its existing water lines with 2" lines, * * * ” and to furnish a performance bond as provided in Section 11 of the ordinance. For these reasons the City sought the judgment of the Court declaring the ordinance of no force and effect.

The Company’s answer and cross action presents the contention that the ordinance of October 10, 1957, became effective immediately, and that the Company had performed all obligations in accordance with the terms of the ordinance. The Company further alleged, in the alternative, that the City had waived any alleged breach of the ordinance.

[*517] The Company further alleged that Section 10 [1] of the ordinance provided that if, at any time during the period of ten (10) years from October 10, 1957, the City became engaged in the distribution of water through its own pipes in the territory described in the ordinance, “then and in that event only said City of Pinehurst, Texas, agrees that it will purchase from J. H. Spector [Company] said Spooner Addition Water Co. at the then market value of said Co. * * * ” The City did construct and place in operation a new water line in 1964, but failed to purchase the company plant in accordance with the agreement. At the same time, the City also gave notice of the termination of the Company franchise.

A jury, in answer to special issues, found that the Company had not substantially complied with the terms of the ordinance, but that substantial compliance was waived by the City; the City accepted benefits under the provisions of the franchise after it had acquired knowledge of the existence of the breach by the Company; and the market value of the Company as of September 26, 1964, was $29,000.00. The trial court entered judgment in favor of the Company for $29,000.00. The Court of Civil Appeals affirmed. 424 S.W.2d 485.

The only question for our consideration is whether the trial court properly determined the market value of the Company water line and equipment. We have concluded that it did not. Therefore, the judgments below are reversed and judgment is here rendered that the Company take nothing.

We agree with the parties that the contractual provisions contained in Section 10 of the ordinance are unambiguous. The specific question is: What did the parties intend the term “market value” as used in the contract of sale to mean? The Company contends that it was the intention of the parties that the City was to pay the market value at the time the City placed its own water lines in operation, which was on September 26, 1964, without taking into consideration the City’s new water system. The trial court adopted this view, and, in submitting the question to the jury, gave the usual definition of “market value.” [2] However, in connection with the definition, the court instructed the jury “that in arriving at such figure [market value], if any, that you are not to consider in any manner the construction or operation of a water works by' the City of Pine-hurst.” The City’s objection to this special instruction was overruled. The City contended that on this issue it was entitled to an instructed verdict. Its motion for instructed verdict was overruled. The basis for the motion for instructed verdict was that the City was under no obligation to purchase from the Company until it started[*518] selling water through its own lines; in that event only, the City agreed to pay the then market value, which according to the City, was the then market value of the Company. Further, there was no evidence of such value. The Court of Civil Appeals has held that “ ‘then market value’ relates to the time and not to the occurrence of an event.” We agree with the City.

It is elementary that if there is no ambiguity, the construction of the written instrument is a question of law for the Court. Myers v. Gulf Coast Minerals Management Corp., 361 S.W.2d 193 (Tex.Sup.1962). It is the general rule of the law of contracts that where an unambiguous writing has been entered into between the parties, the Courts will give effect to the intention of the parties as expressed or as is apparent in the writing. In the usual case, the instrument alone will be deemed to express the intention of the parties for it is objective, not subjective, intent that controls. Woods v. Sims, 154 Tex. 59, 273 S.W.2d 617, 620 (1954). See generally: 3 Williston on Contracts § 610 (1936); Restatement of the Law of Contracts § 230 (1932). Generally the parties to an instrument intend every clause to have some effect and in some measure to evidence their agreement. As said in the Restatement, § 230, supra, “[the] standard of interpretation of an integration, except where it produces an ambiguous result, or is excluded by a rule of law establishing a definite meaning, is the meaning that would be attached to the integration by a reasonably intelligent person acquainted with all operative usages and knowing all the circumstances prior to- and contemporaneous with the making of the integration, other than oral statements by the parties of what they intended it to mean.” The Company argues that the fact, alone, that the parties used the term “market value” establishes clearly that it was the intention of the parties to fix a time for the establishment of the “then market value” rather than the occurrence of an event, which, in this case, was when and if the City became “engaged in the distribution of water through its own pipes.” Emphasis added. In the case of Ohio Oil Company v. Smith, 365 S.W.2d 621 (Tex.Sup.1963), § 230 of the Restatement was cited as being a proper pronouncement of the general rule of the law of contracts which should govern the Court in its effort to arrive at the intention of the parties. However, we did not analyze the Restatement there, which, perhaps, is necessary here for a better understanding of the interpretation we have given the contract now under consideration. Comment B under the Restatement, § 230, reads:

“Where a contract has been integrated the parties have assented to the written words as the definite expression of their agreement. In ordinary oral negotiations and in many contracts made by correspondence the minds of the parties are not primarily addressed to the symbols which they are using, but merely to the things for which the symbols stand. Where, however, they integrate their agreement they have attempted more than assent by means of symbols to certain things. They have assented to the writing as the expression of the things to which they agree, therefore the terms of the writing are conclusive, and a contract may have a meaning different from that which either party supposed it to have.”

Williston on Contracts § 610, supra, cited in Ohio, supra, should also be given further emphasis. In drawing a contrast between contracts of which no memorial is made and no writing required and contracts in writing such as we have here, Williston states that “though Courts say they are seeking the intention of the parties, the assertion is even more emphatic' that this intention can be found only in the expressions of the parties in the writing. In effect, therefore, it is not the real intent but the intent expressed or apparent in the writing which is sought.” Williston goes on to say, however, that “this does not limit the Court to the literal meaning of[*519] the words, for while omitted restrictions will not be implied in otherwise clear and general promises, yet the terms of the contract may themselves show such an intent on the part of the parties. * * * Likewise, the Court will consider the characterizing circumstances that surround the execution of a contract and where the terms are still not clear the Court will hear oral testimony ‘to ascertain the intent of the parties as expressed by the language used’.” What is said in the Restatement § 230 and Williston § 610, is not out of harmony with the holdings of this Court that all parts of the contract are to be taken together, and such meaning shall be given to them as will carry out and effectuate to the fullest extent the intention of the parties. See Smith v. Liddell, 367 S.W.2d 662 (Tex.Sup.1963); Ohio Oil Company v. Smith, supra.

Where a question relating to the construction of a contract is presented, as here, we are to take the wording of the instrument, consider the same in the light of the surrounding circumstances, and apply the pertinent rules of construction thereto and thus settle the meaning of the contract. Spence & Howe Construction Co. v. Gulf Oil Corp., 365 S.W.2d 631 (Tex.Sup.1963). As above indicated, the issue is here joined between the parties. The contract itself reflects that the City contemplated placing in operation an entirely new water system separate and apart from the Company system. There is nothing in the contract, either express or implied, which shows any intention of the parties that the Company water system was to be used in connection with the operation of the City’s new water lines. Prior to the execution of the franchise ordinance and the acceptance thereof by the Company, the attorney for the Company requested that the following paragraph be added to the franchise: “In the event the City of Pinehurst becomes engaged in the distribution of water through its own system of pipes, that it will purchase from J. H. Spec-tor [Company] the Spooner Addition Water Company at the book value of such Company.” Emphasis added. The reason assigned in the letter for making such request was that unless the requested clause was included in the contract the Company would be unable to secure the credit necessary to improve the water system. The City’s attorney, in reply by letter, declined to agree to the Company’s proposal; but the parties subsequently agreed to add such a paragraph using “then market value” rather than “book value.” It is clear from all of the language used in the contract, considered in the light of the surrounding circumstances, and the pertinent rules of construction heretofore stated, that it was not the intention of the parties for the market value to be determined without taking into consideration the City’s new water lines.

Further, in section 10 of the franchise agreement, the words “then and in that event only” set forth a condition precedent, the occurrence of which must take place before the City’s duty to perform its promise arises. See Restatement of the Law of Contracts § 250(a) at 359, supra. The use of the word “then” as an adverb clearly indicates the time for which payment by the City is to be made, if at all. But what is to be paid ? The “then market value.” The use of the word “then” as an adjective indicates market value immediately following the occurrence of the condition precedent, i. e., market value at the time the City “becomes engaged in the distribution of water through its own system of pipes. * * * ” It is agreed by both parties that the market value of the old system, after completion of the new system, is nominal.

Since no evidence was introduced of the market value as agreed upon, the judgments of the courts below are reversed and judgment rendered that the Company take nothing.

GRIFFIN, J., notes his dissent.
1

. Section 10. Said City of Pinehurst, Texas, agrees that if it becomes engaged in the distribution of water through its own system of pipes for domestic, commercial or industrial purposes in said Spooner Addition No. 1, Spooner Addition No. 2, and Weaver Addition in the City of Pine-hurst, Texas, according to the map or plats of said Additions of record in the Map or Plat Records of Orange County, Texas, in Volume 2, Page 80, Volume 2, Page 95, and Volume 2, Page 90, respectively, those Additions in which Grantee herein is given authority to operate its water system, then and in that event only said City of Pinehurst, Texas, agrees that it will purchase from J. H. Spector said Spooner Addition Water Co. at the then market value of said Co., said market value to be determined by a committee of three (3) persons to be appointed as follows: One person to be appointed by J. H. Spector, one person to be appointed by the City of Pinehurst, Texas, and the third person to be appointed by both said apointee of J. H. Spector and said apointee of the City of Pinehurst, Texas.

2

. You are instructed that the definition of market value, as used in this issue, is the price that Spooner Addition Water Company would bring in cash when offered for sale by one who desires to sell, but is not obligated to sell, and is bought or purchased by one who desires to purchase it, but is under no necessity of doing so. It is the amount that could be obtained at private sale and not at a forced sale.