pjc-oil-and-gas-2022-lib

O IL AND G AS I NDUSTRY A GREEMENTS

PJC 305.4

PJC 305.4

Question and Instruction on Declaration of Meaning of Ambiguous Provisions

The following language is at issue:

[Insert ambiguous language.]

QUESTION ______ Did the parties mutually intend [ insert claimant’s contention ]?

You must decide the meaning of this language by determining the intent of the parties at the time of the agreement. Consider all the facts and circum stances surrounding the making of the agreement, the interpretation placed on the agreement by the parties, and the conduct of the parties. Answer “Yes” or “No.” Answer: _______________ COMMENT When to use. PJC 305.4 should be used if a claimant seeks a declaration to resolve a contract ambiguity for purposes other than breach (such as the parties’ future conduct under the contract). However, if the court determines that the contract con tains ambiguous language and submits the breach question in PJC 305.3, that question should also incorporate the instruction in PJC 305.12. For a discussion on ambiguity instructions generally, see the comments to PJC 305.12.

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