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K & K Recycling11/14/2003
contract.
Seuffert maintains that under K&K;s contract with AGC to remove the dredge, K&K;was only entitled to "attached equipment and related facilities" located on #5 Below Discovery. K&K;counters that the contract includes "facilities associated with the operation of the dredge" in the Old Town and implies that this includes the buildings in the Old Town. In determining a contract's meaning, " he parties' expectations must be gleaned not only from the contract language, but also from extrinsic evidence." The words of the contract are nevertheless the most important evidence of intention.
The plain language of the contract states: AGC agrees . . . to sell to K&K;all of its right, title and interest in and to gold dredge #4 (the "Dredge"), together with all attached equipment and related facilities, located on the #5 Below Discovery placer mining claim in the vicinity of Chicken, Alaska . . . for the sum of One Dollar ($1.00) and other considerations.
K&K;focuses on the phrase "together with all attached equipment and related facilities" and argues that while the contract uses the mining claim to identify the location of the dredge, K&K;is entitled to any equipment or facilities "related" to that dredge regardless of location. Indeed, Seuffert conceded at oral argument that dredge parts could be in the Old Town and that a factual issue exists as to whether K&K;and AGC ntended those items to be part of the sale.
It seems unlikely looking at the contract language that the Old Town itself was included. But Eagan, AGC's Fairbanks agent who was consulted on the contract's wording, testified by affidavit that he advised AGC that the "related facilities" language essentially "encompass everything on the Chicken claims except for the claims themselves. Clearly every building and all facilities, and all of the equipment on the Chicken claims were there for purposes of supporting the dredging operation, and related directly to the dredging operation." When that language remained in the contract, Eagan concluded that AGC intended the contract to include not only the dredge but also all equipment and facilities in the "pipe yard" and the Old Town. Eagan however did not testify that he conveyed his understanding of the meaning of the related facilities language to Karl before or contemporaneously with the making of the agreement.
Gary Barker, AGC's president who had knowledge of the contract as Watson's supervisor, similarly stated in an affidavit that K&K;was entitled to remove the dredge from #5 Below Discovery and to remove dredge parts "from any other area." He maintained, however, that he would not have allowed K&K;to remove buildings or other items, except for dredge parts, from the Old Town without a separate contract and further payment.
The affidavits of Eagan and Barker, both of whom were AGC agents at the time, confirm that the contract was meant to include dredge parts wherever they may be located, including in the Old Town, and create a genuine issue of material fact as to whether the contract encompasses other related facilities in the Old Town. But conduct and admissions of K&K;preclude the inclusion of the buildings in the Old Town as "related facilities." When the agreement reflected in the proceedings of September 21, 1998 was negotiated, Karl was aware of the existence of the Old Town yet made no claim to the buildings that are there. In his letter of September 10, 1998, Joseph Sheehan, attorney for K&K; discusses the remaining disagreement over "attached equipment and related facilities." He states in part that "I am further informed that the equipment and related facilities are unique to
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