Background
The dispute arose from a Reciprocal Easement Agreement between two restaurants owned by the same parent company. After one restaurant was sold, the new owner sought to demolish the building and construct a new one without the other owner’s consent. The district court previously found the contract ambiguous but, on remand, determined that the drafter’s uncontroverted testimony clarified the intent, leading to summary judgment for the defendant.
The court’s reasoning
The court explained that while contract ambiguity is typically a jury question, undisputed extrinsic evidence can resolve the ambiguity as a matter of law. Here, the person who drafted the agreement testified that its purpose was to prevent disruption to both businesses. This testimony was uncontroverted, meaning there was no genuine factual dispute for a jury to resolve. The court also noted procedural defects in the plaintiff’s request for approval and the plain language of the contract requiring consent for any new construction.
No jury could improve upon the testimony of the man who wrote the contract and executed it for both parties.
20100 Eastex, L.L.C. v. Saltgrass, Inc., No. 25-20421, slip op. at 8 (5th Cir. July 6, 2026)
What it means going forward
The ruling reinforces that when the intent of a contract drafter is clear and undisputed, courts may interpret ambiguous terms without sending the case to a jury. It also clarifies procedural requirements for appealing attorney fee awards in the Fifth Circuit.