Uri, Inc. v. Kleberg Cnty.

Summary

The Texas Supreme Court interprets a settlement agreement governing uranium mining operations and groundwater restoration obligations. The Court holds that surrounding circumstances may inform, but may not alter or contradict, the unambiguous language of a contract or establish the parties’ subjective intent. It reverses the lower courts and renders judgment for URI, Inc.

Holdings

1. Surrounding facts and circumstances may be considered only to inform the objective meaning of contract language; they may not be used to add, alter, contradict, or create ambiguity in unambiguous terms or to establish the parties' subjective intent.
2. Section 11.1 permitted URI to consider the 1987 baseline data, and under the unchallenged finding that the 1987 data showed Well I-11 was unsuitable for the specified uses before mining began, URI had no contractual obligation to restore Well I-11 before resuming mining in Production Area 3.
3. URI did not breach section 11.1 by resuming mining operations in Production Area 3 or by submitting its certification, and Kleberg County was not entitled to attorney's fees or specific performance on its breach-of-contract claim.

Questions Presented

1. Whether surrounding facts and circumstances could be used to construe the unambiguous Settlement Agreement as prohibiting URI from considering 1987 baseline data.
2. Whether section 11.1 of the Settlement Agreement required URI to restore Well I-11 based on the 1985 baseline data despite the 1987 baseline data showing no suitability for the specified uses.
3. Whether URI breached the Settlement Agreement through the content or form of its section 11.1 certification.

Disposition

reversed