pjc-oil-and-gas-2022-lib

PJC 312.5

D EFENSES

PJC 312.5 Defenses—Instruction on Release Failure to comply by Don Davis is excused if Paul Payne released the same [ right/obligation/agreement ] in question. A release is an agreement that extinguishes one or more rights or obligations between the parties as to the matters released. You must determine the intent of the parties at the time of the Release Agree ment . Consider all the facts and circumstances surrounding the making of any Release Agreement , the interpretation placed on the Release Agreement by the parties, and the conduct of the parties. COMMENT When to use. PJC 312.5 submits the affirmative defense of release. A release is a contract and is subject to the rules of contract construction. See Williams v. Glash , 789 S.W.2d 261, 264 (Tex. 1990) (referencing Loy v. Kuykendall , 347 S.W.2d 726, 728 (Tex. App.—San Antonio 1961, writ ref’d n.r.e.) (treating release as a contract subject to rules governing construction thereof). In construing a contract, the primary task is to determine the true intentions of the parties as expressed in the language of the agree ment. Barrow-Shaver Resources Co. v. Carrizo Oil & Gas, Inc. , 590 S.W.3d 471, 479 (Tex. 2019). Whether a claim is within the scope of a release is often a question of law for the court. See Transcor Astra Group, S.A. v. Petrobas America Inc. , 650 S.W.3d 462, 470–72 (Tex. 2022) (reading the “release” and “notwithstanding” provisions of a settlement agreement to release certain claims and not others). Only if the language of a contract is subject to two or more reasonable interpretations is it ambiguous, raising a genuine issue of material fact on the interpretation of the release agreement. National Union Fire Insurance Co. of Pittsburgh, Pennsylvania v. CBI Industries, Inc. , 907 S.W.2d 517, 520 (Tex. 1995) (per curiam) (op. on reh’g). Source of definition. The definition is adapted from Dresser Industries, Inc. v. Page Petroleum, Inc. , 853 S.W.2d 505, 508 (Tex. 1993). If release is disputed. If existence of release is disputed, the above instruction should be accompanied by an instruction on the elements of agreement, mutual assent, and, if appropriate, the other elements of contract formation as suggested in PJC 305.9, 305.12, 305.15, 305.16, and 305.21.

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