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COURT OF APPEALS DECISION DATED AND RELEASED January 11, 1996 |
NOTICE |
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A party may file with the
Supreme Court a petition to review an adverse decision by the Court of
Appeals. See § 808.10 and
Rule 809.62(1), Stats. |
This opinion is subject to
further editing. If published, the
official version will appear in the bound volume of the Official Reports. |
No. 94-2296
STATE
OF WISCONSIN IN COURT OF
APPEALS
DISTRICT IV
WISCONSIN RSA #7
GENERAL PARTNER, INC.,
a Wisconsin
corporation and
NORTH-WEST CELLULAR,
INC.,
a Nevada corporation,
Plaintiffs-Respondents,
v.
UNITED STATES CELLULAR
CORPORATION,
a Delaware
corporation,
Defendant-Appellant.
APPEAL from a judgment
of the circuit court for Wood County:
DUANE H. POLIVKA, Judge. Affirmed.
Before Eich, C.J.,
Dykman and Sundby, JJ.
PER
CURIAM. United States Cellular Corp. (USCC) appeals from a
nonfinal judgment declaring that respondent North-West Cellular, Inc. has the
contractual right to perform certain billing and collecting services.[1] We affirm.
This dispute has been
before this court previously. See
Wisconsin RSA #7 Gen. Partner, Inc. v. United States Cellular Corp.,
No. 92-0180, unpublished slip op. (Wis. Ct. App. Feb. 4, 1993). The procedural history and relevant
contractual provisions were described in that opinion, and we do not repeat
them here. In the earlier appeal, we
concluded that the two contracts, when read together, were ambiguous as to
whether USCC or North-West was entitled to perform billing and collection for
cellular telephone service in Wood and Portage counties. Following our remand, this issue was tried
to the circuit court. The court granted
judgment in favor of North-West. USCC
appeals.
USCC first argues that
the circuit court erred by adopting verbatim the proposed findings of fact and
conclusions of law submitted by North-West.
USCC does not argue that such adoption requires reversal, but that it
requires us to subject the court's findings to closer scrutiny. We reject the argument. There is no law to that effect in
Wisconsin. In fact, we have previously
held that a circuit court may adopt a party's trial brief as its findings and
conclusions. CIT Group/Equip.
Fin., Inc. v. Village of Germantown, 163 Wis.2d 426, 438, 471 N.W.2d
610, 614-15 (Ct. App. 1991), cert. denied, 502 U.S. 1099 (1992).
USCC argues that the
circuit court judgment relied solely on the rule that contractual ambiguities
should be resolved against the drafter, and that this rule is inapplicable to
the present facts. We disagree. The court's conclusion of law number 6
was: "Any ambiguity in the
Marketing Services Agreement and paragraph 1 of the Management Agreement ...,
having been drafted by USCC, must be construed against USCC." Conclusion number 7 stated: "Based upon the principle just stated and
upon the findings made above, this court declares that ... North-West, and
not USCC, has the right to bill and collect ...." (Emphasis added.) Among the court's findings were several related to the intent of
the parties. Those findings provide
sufficient support for the judgment.
In construing an
ambiguous contract, the object is to determine and give effect to the parties'
intent. Spencer v. Spencer,
140 Wis.2d 447, 450, 410 N.W.2d 629, 631 (Ct. App. 1987). The intent of the parties is a question of
fact. See id. at
449-50, 410 N.W.2d at 630-31. We will
affirm the trial court's findings of fact unless clearly erroneous. Section 805.17(2), Stats.
The trial court found that
the intent of the parties was that North-West would do the billing and
collection in Wood and Portage counties.
USCC argues that this finding is clearly erroneous. We disagree. The court's finding is supported by testimony and minutes of
negotiations between the parties and is a sensible reading of the
contract. Therefore, we affirm the
judgment.
By the Court.—Judgment
affirmed.
This opinion will not be
published. See Rule 809.23(1)(b)5, Stats.