Appellants trucking company challenged the decision of the Superior Court of San Mateo County

Procedural Posture

Appellants trucking company challenged the decision of the Superior Court of San Mateo County (California), which entered judgment on a jury verdict in favor of appellees corporation and individuals on both appellants' complaint for breach of a trucking contract and appellee corporation's cross-complaint for declaratory relief as to the meaning of a key term used in the contract.

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The court affirmed, concluding that the trial court was correct in submitting the interpretation of the contractual term "affiliated entities" to the jury as a disputed issue of fact on conflicting evidence extrinsic to the trucking contract. The court held that appellants trucking company and individuals failed to prove appellee corporation breached the trucking agreement by using independent nonunion haulers before offering excess trucking jobs to appellants. The court held that the appellants failed to prove by a preponderance of the evidence that the term "affiliated entities" in the option provision of the trucking agreement meant only appellees itself or a wholly owned or controlled corporate subsidiary, and did not extend to the independent haulers. The court found that appellee explicitly told appellants that appellees would not give appellants the right or option to provide exclusive trucking services. The court found that the evidence showed that during the six years following execution of the trucking agreement, appellants never complained about the fact appellees continued to use the independent haulers before asking appellants to provide excess trucking.

Outcome

The court affirmed the judgment because appellants trucking company and individuals failed to prove that the term "affiliated entities" in the option provision of the trucking contract only meant appellants and did not extend to independent haulers. The court held there was no evidence the parties discussed, considered, or had any knowledge of the specialized technical definitions contained in appellants' proposed instructions.