Bosa Development California, Inc. v. Shell Oil Co.

MEMORANDUM *

Viad Corp. appeals from the district court’s grant of summary judgment. The facts and prior proceedings are known to the parties, and are restated herein only as necessary.

According to Arizona law, we must construe the Settlement Agreement according to its “clear and unambiguous language.” Shattuck v. Precision Toyota, Inc., 115 Ariz. 586 , 566 P.2d 1332, 1334 (1977). Under the terms of the Settlement Agreement, the prior agreements between the parties will govern Viad’s liability if two conditions are met: (1) the damages alleged by Bosa are an “Environmental Obligation,” and (2) Viad was “Notified” about the Environmental Obligation prior to March 1, 1992. Viad concedes that the harm to Bosa’s property constitutes an Environmental Obligation within the meaning of the Settlement Agreement, see Appellant Viad Corp.’s Opening Brief at 16 n. 4, thus leaving only the question of notification.

We conclude that Viad was “Notified.” In a 1987 letter, GLI informed Viad that it was potentially liable for soil contamination. Included in the letter was a map showing the extent of the contamination and in particular contamination on Bosa’s property. By informing Viad that it…