It's a Matter of Interpretation, Part VIII.
The City of Anaheim's pending lawsuit against the Angels' name change to the Los Angeles Angels of Anaheim (translated, The Angels Angels of Anaheim) has implicated some intriguing issues of contractual interpretation.
On the one hand, the City asserts that this change violates the spirit and intent, if not the letter, of the lease between the parties requiring the baseball team to "include the name Anaheim therein".
On the other hand, the Angels contend that there has been no breach because the name "Anaheim" is contained in their extended name.
Although the mainstream media (MSM) reports have not provided any legal authorities or principles to help readers navigate this ongoing dispute, here are some basic rules of interpretation employed in California law.
According to California Civil Code 1636, "A contract must be so interpreted as to give effect to the mutual intention of the parties as it existed at the time of contracting, so far as the same is ascertainable and lawful." (Emphasis supplied.) At first blush, it looks great for the City.
However, consider: "The modern approach ... is to avoid the terminology of 'intention,' and to look for expressed intent, under an objective standard. (1 B. Witkin, Summary of California Law (9th ed. (1990)) "Contracts", § 684, p. 617, citing Brant v. California Dairies (1935) 4 C.2d 128, 133 [48 P.2d 13]; Blumenfeld v. R. H. Macy & Co. (1979) 92 C.A.3d 38, 46, 154 C.R. 652 (same).)
Similarly, "the rules of interpretation of written contracts are for the purpose of ascertaining the meaning of the words used therein; evidence cannot be admitted to show intention independent of the instrument." (Witkin, supra, and Barnhart Aircraft v. Preston (1931) 212 Cal. 19, 22 [297 P. 20].) The Angels probably would cheer this authority. But, the analysis does not end there.
The Civil Code adds more. Where the contractual terms are ambiguous or uncertain, they must be interpreted "in the sense in which the promisor believed, at the time of making it, that the promisee understood it." As a result, this section allows courts to consider testimony of one of the parties as to his belief or understanding, i.e. intent. (Kusmark v. Montgomery Ward & Co.(1967) 249 C.A.2d 585, 591 [57 C.R. 678]; and Western Camps v. Riverway Ranch Enterprises (1977) 70 C.A.3d 714, 725 [138 C.R. 918] (same).)
With these principles seemingly leading in different directions, the result cannot be predicted with precision. So far, the court has taken a strict, if not formalistic, approach to the text of the lease, finding that since the word "Anaheim" is in the name somewhere, the team is in strict compliance. However, a trial looms--so stay tuned.