Mellon Bank v. Aetna Business Credit Corp.
United States Court of Appeals for the Third Circuit
619 F.2d 1001 (1980)
Borrowers financing an office-complex project obtained a construction loan from Mellon Bank (plaintiff) and a mortgage loan from Aetna Business Credit Corp. (defendant), with Aetna agreeing to purchase the construction loan from Mellon unless the borrowers became insolvent; Aetna later refused to purchase the loan, claiming the borrowers were insolvent under the usual commercial meaning of that term, while Mellon argued insolvency should be assessed without considering the assets and liabilities tied to the project itself. The district court adopted Mellon's narrower reading, reasoning Aetna had given little thought to possible insolvency when drafting the agreement, and Aetna appealed.
Whether the words used in a contract must be given their usual and established meaning absent sufficient evidence showing that the parties intended a different meaning.