Congdon

a. Rules Governing Contract Interpretation

"Interpretation of a contract is a matter of law, as is the determination of whether a contract is ambiguous." Beck Park Apartments v. U.S. Dep't of Housing & Urban Dev. , 695 F.2d 366 , 369 (9th Cir. 1982) ; see also Wolf v. Sup. Ct. , 114 Cal. App. 4th 1343 , 1351, 8 Cal.Rptr.3d 649 (2004). "Under statutory rules of contract interpretation, the mutual intention of the parties at the time the contract is formed governs interpretation." Santisas v. Goodin , 17 Cal. 4th 599 , 608, 71 Cal.Rptr.2d 830 , 951 P.2d 399 (1998) (citing Cal. Civ. Code § 1636 ). When a court interprets a contract to determine the parties' intent, "[t]he whole of [the] contract is to be taken together, so as to give effect to every part, if reasonably practicable, each clause helping to interpret the other." Lockyer v. R.J. Reynolds , 107 Cal.App.4th 516 , 525, 132 Cal.Rptr.2d 151 (2003) ; see also Cal. Civ. Code § 1641 .

The "clear and explicit meaning" of contractual provisions "interpreted in their ordinary and popular sense, unless used by the parties in a technical sense or a special meaning is given to them by usage, controls judicial interpretation."…