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Generally, construction of a written contract is a question of law for which summary judgment is particularly appropriate. When interpreting a written contract, the court will endeavor to ascertain the parties' intent by language used in the agreement to express their obligations. If ambiguity does not exist, then the court will not look beyond the four corners of the document to determine the parties' intent. Words are given their plain and ordinary meaning. Specific words and phrases cannot be read exclusive of other contractual provisions. The parties' intentions must be determined from the contract read in its entirety. An appellate court attempts to construe contractual provisions so as to harmonize the agreement. If a contract is ambiguous solely because of language used in the contract and not because of extrinsic facts, then construction of the contract is purely a question of law to be determined by the trial court.
The buyer had purchased three tracts of land under the agreement, which contained a one-year option to purchase a fourth tract and a right of first refusal in favor of the buyer. The property owner brought the declaratory judgment action nine years later. The property owner contended that the right of first refusal granted to the buyer violated the Rule Against Perpetuities. The buyer argued on appeal that language extending contract rights and obligations to the parties' heirs and assigns applied only to the option portion of the contract and not to the right of first refusal.
Was the summary judgment proper?
The court determined that the contract was ambiguous, and that the ambiguity could only be resolved by facts extrinsic to the four corners of the document, so that summary judgment was not appropriate.