738 P.2d 866 (Kan. 1987), 59567, Wood River Pipeline Co. v. Willbros Energy Services Co.

Docket Nº:59567.
Citation:738 P.2d 866, 241 Kan. 580
Party Name:WOOD RIVER PIPELINE COMPANY, Appellant, v. WILLBROS ENERGY SERVICES COMPANY, Appellee.
Attorney:[6] Mikel L. Stout, of Foulston, Siefkin, Powers & Eberhardt, of Wichita, argued the cause and Jerry G. Elliott and Terry C. Cupps, of the same firm, were with him on the brief for appellant. Steven D. Gough, of Kahrs, Nelson, Fanning, Hite & Kellogg, of Wichita, argued the cause and Forrest Jame...
Case Date:June 12, 1987
Court:Supreme Court of Kansas

Page 866

738 P.2d 866 (Kan. 1987)

241 Kan. 580

WOOD RIVER PIPELINE COMPANY, Appellant,

v.

WILLBROS ENERGY SERVICES COMPANY, Appellee.

No. 59567.

Supreme Court of Kansas

June 12, 1987

Page 867

Syllabus by the Court

1. The interpretation of a written contract which is free from ambiguity is a judicial function and does not require parol evidence to determine the contract's meaning.

2. Ambiguity in a written instrument does not appear until application of the pertinent rules of interpretation to the face of the instrument leaves it genuinely uncertain which one of two or more meanings is the proper meaning.

3. The intent of the parties and the meaning of a contract are to be determined from the plain, general, and common meaning of terms used.

4. In construing a written instrument, language used anywhere in the instrument should be considered and construed in harmony with all provisions and not in isolation.

5. If a handwritten provision in a contract conflicts with a typewritten or printed provision, the handwritten provision controls.

6. The general rule that doubtful language in a contract is construed against the drafter is of little consequence where the parties are of equal bargaining power and have each had an opportunity to fully

Page 868

examine proposed contract provisions before the contract is executed.

Mikel L. Stout, of Foulston, Siefkin, Powers & Eberhardt, Wichita, argued the cause and Jerry G. Elliott and Terry C. Cupps, of the same firm, were with him on the brief, for appellant.

Steven D. Gough, of Kahrs, Nelson, Fanning, Hite & Kellogg, Wichita, argued the cause and Forrest James Robinson, Jr., of the same firm, was with him on the brief, for appellee.

HERD, Justice:

This case requires construction and interpretation of a written contract. The plaintiff/appellant, Wood River Pipeline Company (Wood River), appeals from the district court's grant of [241 Kan. 581] summary judgment in favor of the defendant/appellee, Willbros Energy Services Company (Willbros).

On July 27, 1980, Wood River and Willbros entered into a contract in which Willbros agreed to build 109.5 miles of 24-inch pipeline from Bethany, Missouri, to Mason City, Iowa. The contract expressly provided the pipeline was to be built in a right-of-way easement owned by Williams Pipeline Company. Further, the pipeline was to be built approximately 10 feet from and generally parallel to the Williams pipelines located in the same easement.

The contract was typewritten with the exception of paragraph 2.03 of section 3, which was handwritten and inserted by the parties on the date the contract was executed. The clause, which is the subject of this litigation, provides:

"2.03 All settlements by company [Wood River] of claims in the name of contractor [Willbros] shall be based on substantial evidence of contractor's liability that the claims are valid and are reasonable in amounts.

"Contractor shall not be liable under any circumstances or responsible to company for consequential loss or damages of any kind whatsoever including but not limited to loss of use, loss of product, loss of revenue or profit.

RW 7/27/80

GB 7/27/80"

On January 20, 1982, the pipeline built by Willbros for Wood River ruptured at a point southeast of Des Moines, Iowa. Wood River filed a three-count petition on September 29, 1983, seeking over $1 million in damages resulting from the rupture of the pipeline and alleging the rupture was caused by the negligence, breach of implied warranties, breach of express warranties, and breach of contract by Willbros. In count III of its petition, Wood River sought damages to real property at the site of the oil spill, the costs of replacing oil lost in the spill, the costs of repairing the pipeline, and the costs of recovering oil spilled.

Approximately one and a half years after Wood River brought suit, Willbros filed a motion for partial summary judgment, claiming that Wood River's claims for damages contained in count III of the petition, except its claim for the cost of repairing the pipeline, were precluded by paragraph 2.03 of section 3 of the contract.

On October 9, 1985, the district court granted partial summary [241 Kan. 582] judgment and held that paragraph 2.03 of section 3 of the contract is clear and unambiguous and bars liability on the part of...

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