Trident Center v. Connecticut General Life Ins. Co.
United States Court of Appeals for the Ninth Circuit
847 F.2d 564 (1988)
Trident Center (Trident) (plaintiff), a partnership of two law firms and an insurance company, obtained financing from Connecticut General Life Insurance Company (CGLI Co.) (defendant) for construction of an office building complex. The promissory note set the interest rate at 12¼ percent for 15 years, and provided that Trident could not prepay in the first 12 years of the note. The note also provided that, in the event of a default during the first 12 years, CGLI Co. could accelerate payment of the full amount due and charge a 10 percent prepayment fee. When interest rates dropped a few years later, Trident sought to refinance the loan to obtain a better interest rate, but CGLI Co. insisted that the loan could not be prepaid until after the first 12 years of the note. Trident brought an action against CGLI Co. seeking a declaration that it could prepay the loan before the first 12 years of the note had concluded. Trident claimed that the contract terms were ambiguous, and that the parties had agreed that Trident could prepay at any time. CGLI Co. moved to dismiss the complaint on the ground that the contract clearly and unambiguously prevented Trident from prepaying the note in the first 12 years. The district court granted the motion to dismiss and sanctioned Trident for bringing a frivolous lawsuit. Trident appealed both rulings.
Rule of Law
Holding and Reasoning (Kozinski, J.)
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