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Ambiguity ruling deferred until trial

Where the court must address whether the parties’ contract is ambiguous but is not “fully confident” how an exhibit relates to a section of the contract, the court will defer a ruling until trial.

Explanation needed

“Seller Eisiminger wants the Court to interpret the Agreement as an unambiguous contract that is essentially a simple algorithm. Buyer Perspecta argues that the Agreement is ambiguous and, alternatively, that it is too early in the litigation process for the Court to rule on ambiguity.

“As to Buyer Perspecta’s alternative argument, the Court agrees. The Agreement is not facially intuitive. It is a complex contract with a technical illustration.

“The Court believes it understands the deal in principle and can certainly read and interpret paragraph 10.7. The Court understood counsel’s respective arguments and attempts to explain Exhibit G. It also considered the hearsay declarations filed in this case.

“However, the Court is not fully confident it understands Exhibit G and how it relates to paragraph 10.7. A detailed explanation will benefit the Court at trial.

“The Court’s inability to fully understand the Agreement and Exhibit G at this stage of the trial does not mean it is ambiguous, however. Contract language ‘is not ambiguous simply because the parties … disagree about how to understand the language.’ … Thus, logically flowing from this, language is not ambiguous simply because the Court does not understand the language. …

By analogy, if a contract between two Latin professors was drafted entirely in Latin, and if the Court could not read Latin, the Court could not simply declare the contract ambiguous as a matter of law. Rather, it would wait for a translation at trial. That is what the Court wishes to do in this instance. …

“Since the matter of contractual ambiguity is reserved for trial, the Court will treat the contract as ambiguous, without prejudice, for the purposes of pretrial practice.

“In this way, the parties can develop the case and be prepared to present explanations and extrinsic evidence in the event the Court, after fully understanding the technical aspects of Exhibit G, finds a latent ambiguity.”

Eisiminger, et al. v. Perspecta, Inc., Record No. CL-2021-3525, June 9, 2022, Circuit Court of Fairfax County (Oblon). Matthew MacLean, Michael A. Warley for plaintiffs, Attison L. Barnes III, Rebecca Saitta for defendant. VLW 022-8-044, 7 pp.

VLW 022-8-044