Construing an unambiguous and overarching contract memorialized in multiple writings executed contemporaneously is often a largely straightforward exercise. For one, if the contracts are unambiguous, the court in virtually all circumstances must read the agreements together and adopt the “definite or certain” meaning evident by the language of the agreements. Doing so eliminates superfluity and irreconcilable, conflicting interpretations.

One recent example is a Texas appellate court’s decision in Polaris Guidance Systems v. EOG Resources, wherein a software licensor was permitted to terminate a license that the licensee alleged continued in “perpetuity” on grounds that the merger clause in the license did not supersede a related master services agreement. Rather, the merger clause in the license applied to prior, conflicting agreements that pertained to subjects other than the licensing of the software, to which the MSA undoubtedly applied. Consequently, the trial court granted summary judgment to the licensor, which was upheld on appeal. A full discussion of the facts, procedural history and legal analysis follows.

Facts and Procedural History