Stonebrae L.P. v. Toll Bros., Inc.

MEMORANDUM

Plaintiff-Appellant Stonebrae L.P. appeals the district court’s denial of its motions for prejudgment interest and litigation expenses, after it accepted a Fed. R.Civ.P. 68 offer from Defendant-Appellee Toll Bros., Inc. Toll cross appeals to challenge the amount of attorneys’ fees awarded to Stonebrae. We affirm.

The usual rules of contract construction apply to Rule 68 offers. Guerrero v. Cummings, 70 F.3d 1111, 1113 (9th Cir.1995) (citing Herrington v. County of Sonoma, 12 F.3d 901, 907 (9th Cir.1993)). Extrinsic evidence may be considered to resolve ambiguities in a Rule 68 offer, and unresolved ambiguities are construed against the offeror. Herrington, 12 F.3d at 907 . The offer stated that Toll would pay to Stonebrae “[p]rejudgment interest as determined by the Court pursuant to California Civil Code section 3287.”

The district court appropriately resolved any ambiguity by considering extrinsic evidence. All of the relevant extrinsic evidence, including unchallenged in-court statements by Toll’s attorney, confirmed that the Rule 68 offer left the award of prejudgment interest to the discretion of the judge. Stonebrae moved for prejudgment interest under only §…