Alliance Communications Technologies, Inc. v. AT & T Corp.

MEMORANDUM **

Plaintiff Alliance Communications Technologies, Inc. (“Alliance”) appeals the district court’s judgment following a bench trial in favor of Plaintiff AT & T Corporation (“AT & T”) arising out of a contract dispute. For the reasons below, we affirm the district court.

Alliance first disputes the district court’s finding that the payment provisions in the contract were ambiguous. We disagree. The section of the contract entitled “Commissions” provides that a customer order must have “successfully been processed through PIC authorization procedures” before Alliance was due any compensation from AT & T. However, an *585 other section of the contract entitled “Invoicing” contemplates payment following “Third Party Verification.” These terms become even less clear when read light of Paragraph 7(a) which permits AT & T to “verify, accept, or reject” any sales orders submitted by Alliance. Under such circumstances, New Jersey law permits courts to look to the course of performance between the parties as a tool in interpreting the contract. 1 See Michaels v. Brookchester, Inc., 26 N.J. 379 , 140 A.2d 199, 204 (1958) (“Where ambiguity exists, the subsequent conduct of the…