Anglo-Dutch Petroleum International, Inc., and Anglo-Dutch (Tenge) L.L.C. v. Greenberg Peden, P.C., and Gerard J. Swonke

Summary

The Supreme Court of Texas held that an attorney fee agreement printed on Greenberg Peden, P.C. letterhead and signed on the firm's behalf was unambiguously an agreement between Anglo-Dutch and the law firm, rather than the individual attorney Gerard J. Swonke. The court held that the agreement should be construed from the perspective of a reasonable client and reversed the court of appeals' judgment, remanding for further proceedings. Separate opinions concurred in part and dissented, concluding that the agreement was ambiguous and that its interpretation should have been submitted to the jury.

Holdings

1. An attorney-client contract should be construed as a reasonable person in the circumstances of the client would have construed it, with the lawyer bearing a responsibility of reasonable clarity because of the fiduciary relationship.
2. The fee agreement was unambiguous as a matter of law.
3. The fee agreement was between Anglo-Dutch and Greenberg Peden, not between Anglo-Dutch and Swonke personally.
4. Extrinsic evidence may provide context for construing an agreement but may not be used to show that the parties probably or possibly intended something different from the agreement's expressed meaning or to create an ambiguity.

Questions Presented

1. Whether the attorney fee agreement was ambiguous as a matter of law.
2. Whether the agreement was between Anglo-Dutch and Greenberg Peden or between Anglo-Dutch and Swonke personally.
3. Whether extrinsic evidence and surrounding circumstances could be used to create an ambiguity in an otherwise unambiguous agreement.
4. What standard governs construction of an attorney-client fee agreement.

Disposition

reversed_and_remanded