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COURT OF APPEALS DECISION DATED AND RELEASED SEPTEMBER 6, 1995 |
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. 95-0351-FT
STATE
OF WISCONSIN IN COURT OF
APPEALS
DISTRICT III
IRISH & LA COUNT,
INC.,
Plaintiff-Appellant,
v.
THE LARSEN COMPANY,
Defendant-Respondent.
APPEAL from an order and
a judgment of the circuit court for Brown County: RICHARD J. DIETZ, Judge. Affirmed.
Before Cane, P.J.,
LaRocque and Myse, JJ.
PER
CURIAM. Irish & LaCount, Inc., appeals an order and
judgment that dismissed its breach of contract lawsuit against The Larsen
Company, after a trial to the court.[1] The companies entered an "Ensilage
Contract," under which Irish & LaCount agreed to remove waste
byproduct from Larsen's sweet corn processing plant. Under the contract's payment clause, Irish & LaCount would
receive $4 per ton of waste removed, with tonnage measured at 80% of the
incoming green tonnage, and the total projected payment was set at
$64,947. Irish & LaCount argues
that the projected payment clause set a base revenue level, unconditionally
guaranteeing it a minimum of $64,947 during the one year term of the
contract. The trial court ruled that
the $64,947 clause was a nonenforceable projection, not an unconditional
promise. We agree with the trial
court's analysis and therefore affirm the order and judgment.
The trial court
correctly held the contract unambiguous.
Contracts are unambiguous if they permit only one construction. Meyer v. City of Amery, 185 Wis.2d
537, 543, 518 N.W.2d 296, 298 (Ct. App. 1994).
The ensilage contract set the "projected payment" at $64,947
for the one year period.
"Projected" means "planned," "figured," or
"estimated." Merriam-Webster's
Collegiate Dictionary 932 (10th ed. 1994). It does not mean "guarantee." Merriam-Webster's Collegiate Dictionary 516 (10th
ed. 1994). This clause also lay
adjacent to another making the payments due in three installments, the last
installment "to reflect the difference" in the projected amount. Viewed in this context, the "projected
payment" clause did nothing more than provide a means for calculating the
amounts of the first and second installment payments. It established a standard from which the parties expected actual
performance to vary over the contract term, with Larsen to make an appropriate
adjustment for any variance in the final payment. In sum, we see no indication in the "projected payment"
clause that the parties intended to bind Larsen to a minimum annual payment or
guarantee Irish & LaCount minimum annual revenues.
By the Court.—Order
and judgment affirmed.
This opinion will not be
published. See Rule 809.23(1)(b)5, Stats.