Cooley Construction v. Matthews CA4/3

DISCUSSION

Because the parties’ dispute centers on the attorney fee terms of the paving and grading contract, and neither party offered extrinsic evidence to aid in interpreting

2 the contract, we turn immediately to the contract itself, which we interpret de novo. (See Zalkind v. Ceradyne, Inc. (2011) 194 Cal.App.4th 1010, 1022 [“When, as in this case, no extrinsic evidence is introduced, the appellate court independently construes the contract”].) The common, ordinary meaning of the words used in a contract are controlling. (Ibid.) “The terms of a contract are determined by objective rather than by subjective criteria. The question is what the parties’ objective manifestations of agreement or objective expressions of intent would lead a reasonable person to believe. [Citations.]” (Winograd v. American Broadcasting Co. (1998) 68 Cal.App.4th 624, 632.) Here, the contract included two separate attorney fees provisions, one governing payment disputes (Paragraph 11) and the other governing “construction” disputes (§ 9(E)(1)(d)). The former provided for attorney fees in payment disputes, while the latter dictated the parties would bear their own attorney fees in resolving through…