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NAVARRETE v. CITY OF CALDWELL12/5/1997
ne of law, over which we exercise free review. Badell v. Badell, 122 Idaho 442, 445, 835 P.2d 677, 680 (Ct.App. 1992). A contract is ambiguous, as a matter of law, if it is reasonably subject to conflicting interpretations. Id. If the contract is ambiguous, its meaning turns on the underlying intent of the parties. Intent is a question of fact to be determined by the fact finder in light of the language of the entire agreement, the parties' conduct, the course of prior negotiations and other extrinsic information. Id. If a contract is unambiguous, the determination of the contract's meaning and legal effect is a question of law, and the meaning of the contract and intent of the parties must be determined from the plain meaning of the contract's own words. City of Idaho Falls v. Home Indem. Co., 126 Idaho 604, 607, 888 P.2d 383, 386 (1995). Oral and written statements are inadmissible to contradict or vary unambiguous terms. In re Wilhite v. Northwest Yearly Meeting Pension Fund, 128 Idaho 539, 545, 916 P.2d 1264, 1270 (1996).
Two clauses of the sublease are at issue here. First, Alfaro (the lessee) agreed to "protect and provide [himself] with normal liability insurance" under paragraph twelve. Second, paragraph seventeen bound Alfaro to list the City as an additional insured. The
contracting parties bound to the sublease were Alfaro and CTVR. However, Alfaro does not dispute that the City can enforce the subject term of the contract pursuant to the third-party beneficiary doctrine found in I.C. ยง 29-102.
The terms of the sublease agreement are clear and unambiguous. Alfaro had an obligation to procure "normal liability insurance" and name the City as an additional insured on the policy. Alfaro's motion for summary judgment was accompanied by an affidavit, in which Alfaro stated:
2. On February 2, 1994, Salvador Alfaro entered into a Sublease Agreement with the Caldwell Night Rodeo. The term of the Sublease was for the day of May 15, 1994. Pursuant to the February 2, 1994 Sublease Agreement, Paragraph 17, Salvador Alfaro procured a Commercial General Liability ("CGL") insurance policy which named both the Caldwell Night Rodeo and the City of Caldwell as additional insureds;
3. Salvador Alfaro, pursuant to Paragraph 17 of the Sublease Agreement, purchased and procured normal liability insurance to protect himself, the Caldwell Night Rodeo, and the City of Caldwell. [Emphasis added.].
The City did not submit an affidavit or evidence which refuted this fact and, therefore, did not place this fact at issue. At oral argument counsel for the City conceded that Alfaro procured "normal liability insurance" and had the City named as an additional insured.
The City contends, however, that even though Alfaro complied with the technical terms of the sublease, Alfaro breached the sublease because he failed to comply with the spirit of the terms. Essentially, the City argues that the intention of Alfaro and CTVR was that the City would receive the benefits of both a defense and indemnity should the City ever be subject to suit arising from Alfaro's use of the rodeo grounds. The City asserts that this covenant was breached because the insurance company denied these benefits. The record before us does not indicate the basis for the insurer's denial. However, the City asserts it was denied the benefit of the sublease covenant because Alfaro and CTVR also refused to defend the City when it tendered its defense. We are unpersuaded.
Uncontroverted evidence shows that Alfaro did precisely what he was required to do by the sublease, which was clear and unambiguous. The City offered no evidence that the Commercial General Liability poli
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