PBS Coals, Inc. v. Burnham Coal Co.

558 A.2d 562 (1989)

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PBS Coals, Inc. v. Burnham Coal Co.

Pennsylvania Supreme Court
558 A.2d 562 (1989)

Facts

The Burnham Coal Company (Burnham) (defendant) drafted an agreement that gave its interest in mining properties to PBS Coals, Inc. (PBS) (plaintiff). One of the properties required certain reclamation work, which the parties acknowledged and reflected by reducing the price of a piece of equipment that was part of the same transaction. The agreement also provided that PBS would acquire any other obligations Burnham owed to property owners and would acquire the properties as is. Although PBS had inspections of the properties done, it did not realize that one property would require water-drainage repair. PBS began attempting to make the repairs, knowing that if it failed to do so, its other mining permits could be placed at risk. But PBS also later withheld money it owed to Burnham under the agreement. Eventually, the state advised Burnham that Burnham could be fined for the drainage issue, to which Burnham responded by contacting PBS. Burnham claimed that the agreement placed the obligations on PBS. PBS then brought a declaratory-judgment action, claiming it was not responsible for the drainage issue; Burnham counterclaimed. The trial court sided with PBS after concluding that the agreement was ambiguous and finding, based on extrinsic evidence, that the contract was limited to reclamation work (i.e., not the drainage work). Burnham appealed.

Rule of Law

Issue

Holding and Reasoning (Del Sole, J.)

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