Polaris Guidance Systems, LLC v. EOG Resources, Inc.

Summary

The Fourteenth Court of Appeals of Texas affirmed summary judgment for EOG Resources, Inc. in a dispute concerning the interpretation of a Master Service Agreement, license agreement, and quote. The court held that the documents were to be construed together, that the license agreement did not supersede the Master Service Agreement, and that EOG properly terminated the parties' relationship under the Master Service Agreement's thirty-day written-notice provision.

Holdings

1. Agreements executed at the same time, for the same purpose, and as part of the same transaction may be construed together; here, the MSA, Polaris/EOG License Agreement, and Polaris Quote formed the written contractual framework governing the software transaction.
2. The MSA's thirty-day written-notice termination provision remained in effect, and EOG's undisputed thirty-day written notice authorized termination of the agreement and defeated Polaris's breach-of-contract claim.
3. The agreements were not ambiguous because they could be given a certain or definite meaning; Polaris's parol evidence could not create a latent ambiguity.

Questions Presented

1. Whether the Polaris/EOG License Agreement superseded the MSA through its merger clause.
2. Whether the MSA's thirty-day written-notice termination provision remained effective and authorized EOG to terminate the parties' service arrangement.
3. Whether the trial court erred by considering the agreements unambiguous and granting summary judgment to EOG.
4. Whether the appellate court needed to address EOG's alternative ground for summary judgment.

Disposition

affirmed