Southern Coast Corp. v. Sinclair Refining Co.

Citation181 F.2d 960
Decision Date19 June 1950
Docket NumberNo. 12656.,12656.
PartiesSOUTHERN COAST CORPORATION v. SINCLAIR REFINING CO.
CourtUnited States Courts of Appeals. United States Court of Appeals (5th Circuit)

J. Hart Willis, Dallas, Tex., William A. Rembert, Jr., Dallas, Tex., W. M. Lewright, Corpus Christi, Tex., for appellant.

Carlisle Cravens, Fort Worth, Tex., Allen V. Davis, Corpus Christi, Tex., Warren Scarborough, Fort Worth, Tex., Nat J. Harben, Fort Worth, Tex., Sloan Blair, Fort Worth, Tex., for appellee.

Before HOLMES, McCORD, and RUSSELL, Circuit Judges.

HOLMES, Circuit Judge.

Originally, this was a suit for the reformation and specific performance of a written contract to purchase gas; now, after the winnowing process of a trial in the court below, it is simply an action for damages for the alleged breach of such contract. There are only two points that we need to notice on this appeal: one is the refusal of the court below to admit parol evidence to explain an alleged ambiguity in the contract as to whether appellant had a right to meet every bid received by appellee, or only those of reputable, responsible, and then existing, gas pipe line distributing companies; the other is the denial by the court of the appellant's application to amend its complaint at the conclusion of the evidence so as to raise the issue of whether appellee is a gas pipe line distributing company.

Said contract gave the appellee an option to purchase gas from appellant for the years 1946-1951, inclusive, at the rate of 5½¢ per one thousand cubic feet, provided said option was exercised in writing on or before ninety days from the date thereof; but it was further agreed that the appellant should have "the preferred and preferential right," in the event the appellee did not exercise such option, to meet any price for gas quoted to appellee by a reputable, responsible, and then existing, gas pipe line distributing company. The contract also provided that, before purchasing gas from any such competitor, appellee should first obtain a refusal in writing from appellant, declining to meet such competitive price as offered.

Appellant contended in the court below that the contract was ambiguous in that it could not be ascertained with certainty which of two possible alternatives the parties intended when they gave appellant the preferred and preferential right to meet any price for gas quoted by a reputable, responsible, then existing, gas pipe line distributing company. The appellant construes the language to mean that the parties intended to make a reputable, responsible, then existing, gas pipe line distributing company the only type of competitor whose bid it would have to meet in order to hold appellee's business. In other words, appellant says that the appellee was required to buy its gas from it from 1946 through 1951 unless appellant failed to meet the offer of a reputable, responsible, then existing, gas pipe line distributing company. On the other hand, the appellee contends that the only duty imposed on it under the preferred and preferential clause is not to purchase gas from a reputable, responsible, then existing, gas pipe line distributing company without first obtaining a refusal in writing from appellant declining to meet such competitive price as might be offered by such named competitor.

In order to determine the intention of the parties with respect to their rights under the contract, we must consider the language contained in the following paragraphs of the contract:

"It is agreed that you shall have the option to purchase gas for the years from 1946 through 1951, inclusive, at the rate of 5½¢ per cubic thousand feet of gas, provided same is exercised in writing on or before ninety (90) days from the end of this contract period.

"It is further agreed that Southern Coast Corporation shall have the preferred and preferential right in the event you do not exercise such option to meet any price for gas quoted to you by a reputable, responsible, and then existing gas pipe line distributing company, and before purchasing gas from any such competitor you shall first obtain the refusal in writing from Southern Coast Corporation declining to meet such competitive price as offered."

The option confers on the appellee the right to buy gas from the appellant from 1946 through 1951 at the rate of 5½¢ per one thousand cubic feet provided the option is properly exercised within 90 days before the end of the contract period. No right is conferred on the appellant to require appellee to purchase gas from it during this period. The only right conferred on the appellant is the right to meet any price quoted appellee by a reputable, responsible, and then existing, gas pipe line distributing company. By expressly limiting the class of suppliers from which appellee could not purchase gas without obtaining appellant's refusal, appellant is deemed to have excluded all others. The doctrine of expressio...

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12 cases
  • Pennsylvania Railroad Co. v. Chesapeake & Ohio R. Co.
    • United States
    • U.S. Court of Appeals — Sixth Circuit
    • 7 Febrero 1956
    ...See Prudential Ins. Co. of America v. Fuqua's Adm'r, 314 Ky. 166, 172, 234 S.W.2d 666, 22 A.L.R.2d 803; Southern Coast Corporation v. Sinclair Refining Co., 5 Cir., 181 F.2d 960. In its reply brief, appellant emphasizes the following statement by printing it on the front cover: "After the P......
  • Hafeman v. Gem Oil Co., s. 34017
    • United States
    • Nebraska Supreme Court
    • 28 Diciembre 1956
    ...Life Ins. Co., 156 Neb. 107, 54 N.W.2d 409; Calvary Baptist Church v. Coonrad, 163 Neb. 25, 77 N.W.2d 821; Southern Coast Corp. v. Sinclair Refining Co., 5 Cir., 181 F.2d 960; Bischoff v. Francesa, 133 W.Va. 474, 56 S.E.2d 865. If the parties had intended the entirety clause to be divisible......
  • York Chrysler-Plymouth, Inc. v. Chrysler Credit Corp.
    • United States
    • U.S. Court of Appeals — Fifth Circuit
    • 20 Julio 1971
    ...excluded from the operation of the agreement the release from liability on automobiles not delivered. Southern Coast Corporation v. Sinclair Refining Co., 181 F.2d 960 (5th Cir. 1950); Pennsylvania Railroad v. Chesapeake and Ohio Railroad, 229 F. 2d 721 (6th Cir. (3) Release. In the second ......
  • Jones v. Pepsi-Cola Company
    • United States
    • U.S. District Court — District of Nebraska
    • 6 Noviembre 1963
    ...438, 80 N.W.2d 139. The case that is particularly instructive in its application of the rule is that of Southern Coast Corp. v. Sinclair Refining Co., 5 Cir., 181 F.2d 960, 961, 962, from which we "In order to determine the intention of the parties with respect to their rights under the con......
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