Brinderson-Newberg Joint Venture v. Pacific Erectors, Inc.
United States Court of Appeals for the Ninth Circuit
971 F.2d 272 (9th Cir. 1992)
General contractor Brinderson-Newberg (plaintiff) hired subcontractor Pacific Erectors (defendant) to "erect complete" and "make a complete installation" of a power plant's Flue Gas System; Pacific claimed that during negotiations, Brinderson had told it these terms only meant erecting the support steel and picks and sets, not the entire system, even though the contract's language and a detailed, separate work description remained unchanged and broader. When Pacific refused to erect the full system, Brinderson sued for breach; at trial, the court admitted Pacific's extrinsic evidence of the narrower oral understanding, the jury found for Pacific, and Brinderson appealed.
Whether extrinsic evidence may be introduced to explain the meaning of a written contract's express terms when that evidence would support a meaning to which the contract's language is not reasonably susceptible given industry usage and the contract's own more specific provisions.