No. A court can't change a clear contract based on one party's secret thoughts or what they didn't know. The court said the written deal is what matters. The deal never said 'only use the 1985 test' or 'only use tests the County knows about.' It just said to use the available old tests to figure out if clean-up was needed. Since URI followed the steps written in the contract, it didn't break the deal. The lower courts were wrong to add a new rule to the contract that wasn't there to begin with.

Yes, the lower courts made a mistake. The contract was clear about using any water test data available before mining started. The courts shouldn't have added their own interpretation that wasn't stated in the contract. This led them to wrongly accuse URI of not following the agreement.

No. While surrounding facts and circumstances can inform the meaning of language in an unambiguous contract, they cannot be employed to make the language say what it does not say, alter its terms, or show that the parties meant something other than what their agreement stated. The court reasoned that the prime directive in contract interpretation is to ascertain the parties' objective intent as expressed in the instrument itself. The parol evidence rule prohibits using extrinsic evidence to create an ambiguity or contradict the contract's plain language. Here, the Settlement Agreement did not specify which baseline data to use or limit the data to what Kleberg County knew at the time of execution. The agreement required a process for certification using available baseline data, and URI followed that process. The lower courts erred by using extrinsic evidence of the County's subjective expectations to rewrite the contract and impose a limitation—the exclusion of the 1987 data—that the parties never agreed to in the text.

Yes, the lower courts erred in considering extrinsic evidence to interpret the unambiguous terms of the Settlement Agreement. I hold that the agreement's language clearly allows the use of any baseline data available before mining began, including the 1987 data. The courts should not have interpolated limitations or specific results not expressed in the instrument itself. This misinterpretation led to an erroneous finding of breach of contract against URI. The principle of contract construction that permits courts to consult facts and circumstances surrounding a contract's execution is limited to aiding the interpretation of the language, not changing it or creating ambiguity. Extrinsic evidence may only be used to aid the understanding of an unambiguous contract's language, not to alter or contradict it. The lower courts impermissibly relied on extrinsic evidence of Kleberg County's subjective intent to construe the unambiguous language in section 11.1 of the Settlement Agreement. By its plain terms, section 11.1(1)(ii) imposes a well-restoration requirement contingent on an alteration of suitability that emanated from PAA 1 mining operations as determined by 'baseline' data and the water quality that existed 'before URI's mining in PAA 1.' The agreement does not refer to any particular set of baseline data, prescribe the use of particular data, place limitations on the data that may be considered, or require restoration of any specific well. Therefore, URI did not breach the Settlement Agreement when it resumed mining operations in PAA 3, and Kleberg County is not entitled to attorney's fees or a specific-performance remedy on its breach-of-contract claim.

Uri, Inc. v. Kleberg Cnty.

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