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The intent of the parties to a written contract is to be regarded as being embodied in the writing itself, and when the words are clear and unambiguous the intent is to be discovered only from the express language of the agreement. When a written contract is clear and unequivocal, its meaning must be determined by its contents alone. It speaks for itself and a meaning cannot be given to it other than that expressed. Where the intention of the parties is clear, there is no need to resort to extrinsic aids or evidence. Hence, where language is clear and unambiguous, the focus of interpretation is upon the terms of the agreement as manifestly expressed, rather than as, perhaps, silently intended.
On June 8, 1968, the appellant, Lepha I. Steuart, and her husband, James A. Steuart (now deceased), executed an agreement granting to the appellees, William C. McChesney and Joyce C. McChesney, husband and wife, a Right of First Refusal on a parcel of improved farmland. Steuart challenged the order of the superior court, which reversed the common pleas court's decree construing the McChesneys’ right of first refusal affecting the sale of the real property.
Did the language of the right of first refusal need interpretation by reference to extrinsic evidence?
The court held that the language of the right of first refusal was clear and was, therefore, not in need of interpretation by reference to extrinsic evidence. The plain meaning of the agreement was that if a bona fide purchaser for value should be obtained, the McChesneys could purchase the property at a value equivalent to the market value of the premises according to the assessment rolls. The courts had no freedom to redraft the agreement simply because of the realization that the market price according to the assessment rolls fell substantially short of the bona fide offers received. Inadequacy of consideration was not a ground for refusing specific performance absent evidence of fraud or unfairness sufficient to make it inequitable to compel performance. Also, Steuart’s assertion that she was unfairly induced to enter the agreement without representation of her interests was meritless, where the parties had all been represented by the same attorney.