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Starr v. Union Pacific Railroad Co.8/29/2003
ong, more or less, respectively, and appurtenances, including roadway, herein called 'Switch.' Switch is located near Wolcott, Leavenworth County, Kansas, approximately where shown by green lines on the undersigned Carrier's white print, map number D-3022, dated at Kansas City, Missouri, June 4, 1962, marked Exhibit 'A', attached hereto as part hereof. Switch also means, except as respects cost, ownership and maintenance, any addition to or extension of Switch."
Since the map attached to the Agreement reflected no green lines, and since no such "green-lined" map was produced during discovery, ADM claims that this contract error is fatal to UP's claim for indemnity.
The district court ruled against ADM on this issue, concluding:
"The 1962 agreement, and specifically paragraphs 4 and 11 of the 1962 agreement, is not ambiguous.
"The 1962 agreement describes the area of the Switch depicted in an attached exhibit marked by green lines. Neither the UP nor ADM have provided that exhibit with the green lines. The court finds the 1962 agreement does identify Track A and Track B and that Starr fell between those two (2) tracks, which is within the Switch as described by the language in the 1962 agreement."
The parties conceded in oral argument that there were no facts known that might assist the court in construing the contract if it were found to be ambiguous, so this issue is one of pure contract construction.
The cardinal rule of contract construction requires courts to determine the parties' intent from the four corners of an instrument by construing all provisions together and in harmony with each other rather than by critical analysis of a single or isolated provision, and reasonable rather than unreasonable interpretations are favored. Lauck Oil Co. v. Breitenbach, 20 Kan. App. 2d 877, Syl. 2, 893 P.2d 286 (1995). Errors in contracts, which do not create such inconsistency that the overall intent of the parties cannot be determined from the four corners of the instrument, do not result in an ambiguous contract but merely create an inconsistency subject to interpretation by the court considering the contract as a whole. See Brown v. Lang, 234 Kan. 610, 614-15, 675 P.2d 842 (1984). Where an extraneous writing is incorporated by reference, it becomes a part of the contract only so far as to effectuate the specific purpose intended. Cuthbert v. Richey, 119 Kan. 233, 235, 237 Pac. 883 (1925); see Caldwell-Baker Co. v. Southern Illinois Railcar, 225 F. Supp. 2d 1243, 1251 (D. Kan. 2002).
Scrutinizing the language of the Agreement, we agree with the district court that there is no ambiguity in the specification of the Switch, despite the absence of a green-lined map. In fact, we believe that the Switch is adequately defined within paragraph 1 of the Agreement and that the parties intended only to embellish or illustrate this definition by the map, which would "approximately" display the area already carefully described by the language of paragraph 1. We are satisfied that the contract language alone clearly reflects an intention of the parties to consider as within the Switch: (i) Tracks A and B; (ii) all "appurtenances" to said Tracks; (iii) the "roadway"; and (iv) any "addition to or extension" of same. Inasmuch as the plaintiff was injured in the area between Tracks A and B, we do not believe that any reasonable interpretation of the Agreement could consider the place of injury as somehow beyond the Switch. Moreover, any lack of precision in the definition of the Switch becomes particularly immaterial to the claims herein because the operative indemnity provision is expressly triggered by "loss, damage or injury . . . while on or ab
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