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Ray Anderson, Inc. v. Buck's, Inc.

Supreme Court of Nebraska

July 6, 2018

Ray Anderson, Inc., a Nebraska corporation, Appellee and Cross-Appellant,
Buck's, INC., a Nebraska corporation, appellant and cross-appellee.

         1. Summary Judgment: Appeal and Error. An appellate court will affirm a lower court's grant of summary judgment if the pleadings and admitted evidence show that there is no genuine issue as to any material facts or as to the ultimate inferences that may be drawn from those facts and that the moving party is entitled to judgment as a matter of law.

         2. ___: ___. In reviewing a summary judgment, the court views the evidence in the light most favorable to the party against whom the judgment was granted and gives such party the benefit of all reasonable inferences deducible from the evidence.

         3. Declaratory Judgments: Appeal and Error. In an appeal from a declaratory judgment, an appellate court, regarding questions of law, has an obligation to reach its conclusion independently of the conclusion reached by the trial court.

         4. Contracts. The meaning of a contract and whether a contract is ambiguous are questions of law.

         5. ___. In interpreting a contract, a court must first determine, as a matter of law, whether the contract is ambiguous.

         6. Contracts: Words and Phrases. A contract is ambiguous when a word, phrase, or provision in the contract has, or is susceptible of, at least two reasonable but conflicting interpretations or meanings.

         7. Contracts. The meaning of an ambiguous contract is generally a question of fact.

         8. ___. A contract written in clear and unambiguous language is not subject to interpretation or construction and must be enforced according to its terms.

         [300 Neb. 435] 9. ___. The court must accord clear terms their plain and ordinary meaning as an ordinary or reasonable person would understand them.

         10. ___. The fact that the parties have suggested opposite meanings of a disputed instrument does not necessarily compel the conclusion that the instrument is ambiguous.

         11. ___. A court is not free to rewrite a contract or to speculate as to terms of the contract which the parties have not seen fit to include.

         12. ___. Extrinsic evidence is not permitted to explain the terms of a contract that is unambiguous.

         13. ___. Instruments made in reference to and as part of the same transaction are to be considered and construed together.

         14. Appeal and Error. An appellate court is not obligated to engage in an analysis that is not necessary to adjudicate the case and controversy before it.

          Appeal from the District Court for Douglas County: Gary B. Randall, Judge. Affirmed.

          Stephen M. Kalhorn, Benjamin W. Hulse, of Blackwell Burke, P.A., and John P. Passarelli, of Kutak Rock, L.L.P, for appellant.

          Aaron F. Smeall and Jacob A. Acers, of Smith, Slusky, Pohren & Rogers, L.L.P, for appellee.

          Heavican, C.J., Miller-Lerman, Cassel, Stacy, Funke, and Papik, JJ., and Daugherty, District Judge.

          Daugherty, District Judge.

         In this declaratory judgment action, the district court for Douglas County determined that a contract between Ray Anderson, Inc. (Anderson), and Buck's, Inc., to supply "BP-branded" motor fuel did not prevent Anderson from contracting with a competitor, Western Oil, Inc., to rebrand fuel sold at some of Anderson's facilities. The court further found that Buck's held a unilateral right to terminate the fuel supply agreement. Upon our de novo review, we reach the same conclusion. Therefore, we affirm.

         [300 Neb. 436] BACKGROUND

         Parties and Governing Contracts

         Anderson is a Nebraska corporation operating retail gasoline stations and convenience stores in Omaha, Nebraska. Buck's is a Nebraska corporation which also operates retail gasoline stations in Omaha. In addition, Buck's acts as a "jobber" by purchasing fuel from BP Products North America Inc. (BP) and selling BP-branded fuel to individual gasoline stations, including to some of Anderson's stations.

         Before Anderson entered into the BP-branded fuel supply contract with Buck's, Anderson was also a "jobber" and had purchased BP-branded gasoline directly from BP. In 2007, Anderson was unable to meet its gasoline sales commitments to BP and incurred $840, 000 in volume fees. Buck's agreed to "bail out" Anderson and assumed Anderson's contractual rights and obligations under its "jobber" agreement with BP.

         On July 30, 2007, the parties entered into a series of agreements. The parties executed a "Jobber Purchase and Sale Agreement," in which Buck's agreed to (1) pay Anderson $300, 000, (2) assume Anderson's $840, 000 liability to BP, and (3) assume Anderson's volume sales commitments to BP. The parties also entered into a fuel supply contract entitled the "Subjobber Supply Agreement" (the Agreement), which incorporated a rider entitled the "Electronic Dealer ...

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