Maionchi

MEMORANDUM *

Appellants, former partners and sole shareholders of Solvent Service Company, Inc. (the former partners), challenge the district court’s award of summary judgment in favor of Union Pacific. The district court found that the Merger Agreement under which the former partners’ company was sold to Union Pacific did not allocate responsibility for environmental liabilities arising out of property formerly occupied by the business. We reverse and remand.

The district court improperly looked beyond the plain language of the Merger Agreement to determine that the parties did not intend to cover liabilities arising out of the Industrial Avenue property. “Under California law, the mutual intention of the. parties at the time the contract is formed governs interpretation of the contract.” Milenbach v. C.I.R., 318 F.3d 924 , 936 (9th Cir.2003) (citing Cal. Civ. Code § 1636 ; AIU Ins. Co. v. Superior Court, 51 Cal.3d 807 , 274 Cal.Rptr. 820 , 799 P.2d 1253, 1264 (1990)). “Such intent is to be inferred, if possible, solely from the written provisions of the contract.” Id. (citing Cal. Civ.Code § 1639; AIU Ins. Co., 274 Cal.Rptr. 820 , 799 P.2d at 1264 ). The Parol Evidence Rule…