D. Donald Jamieson, with him, Jeffrey Cooper, Mesirov, Gelman, Jaffe, Cramer & Jamieson, Philadelphia, for petitioner.
Michael J. McCaney, Jr., Asst. Counsel, with him, Spencer A. Manthorpe, Chief Counsel, Mark F. Brancato, Asst. Counsel, and Jay C. Waldman, Gen. Counsel, and John M. Hrubovcak, Asst. Atty. Gen., Ward T. Williams, Chief Counsel for Dept. of Transp., and Edward G. Biester, Jr., Atty. Gen., Harrisburg, for respondents.
William E. Woodside, Harrisburg, Sp. Counsel to the House of Representatives.
Before us for disposition is a petition to enforce settlement filed by the Delaware River Port Authority (DRPA). An evidentiary hearing on the petition was scheduled for
July 26, 1989. Following oral argument of counsel, this Court took under advisement the issue of whether parol evidence should be admitted in order to interpret the November 26, 1986 agreement between DRPA and the Commonwealth of Pennsylvania, Department of Transportation (DOT), which DRPA contends is ambiguous. Because we have concluded that the agreement is not ambiguous, we shall deny the petition without the necessity of hearing the proffered testimony.
On November 26, 1986, DRPA and DOT entered into a settlement agreement in an attempt to resolve two pending cases.*fn1 The agreement generally provides that DRPA will construct a highway and a road in Philadelphia with the assistance of DOT.
The dispute which is the subject of these proceedings revolves around DOT's agreement, on March 21, 1989, to conduct and fund a hazardous waste study which is necessary to the completion of this project. By letter dated April 4, 1989, DOT rescinded its March 21, 1989 letter on the dual grounds that the individuals who had agreed to fund the study did not have authority to do so and that the parties' 1986 settlement agreement did not require DOT to provide such funding.
DRPA raises several issues for our consideration. It contends that DOT is obligated to fund the hazardous waste study on three alternative theories: 1) under the terms of the parties' 1986 agreement; 2) because of a subsequent modification to the terms of the 1986 agreement; or 3) because of a new agreement.
It is not disputed that the parties' 1986 agreement contains no mention of funding for a hazardous waste study. Further, the agreement contains an integration clause which reads as follows: "Upon execution, this document
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constitutes the entire agreement of the parties and completely expresses the parties' intent and all prior or contemporaneous agreements are hereby merged into this document." DRPA, in arguing that the agreement in fact requires DOT to fund the hazardous waste study, asserts that the agreement is ambiguous on this point, requiring this Court to look to extrinsic evidence in order to interpret it.
The 1986 agreement provides, in relevant part, as follows:
1. There shall be constructed a highway connecting the heretofore constructed ramp from Interstate 95 in the City of Philadelphia with Aramingo Avenue. In addition, a road will be constructed from the aforesaid Aramingo Avenue highway connection to Torresdale Avenue in the City of Philadelphia along a route currently followed by Adams Avenue, in accordance with the plans and specifications to be prepared, approved and filed with [DOT] and [DRPA] . . . .
2. The construction of the aforesaid highways and roadways shall be accomplished by [DRPA] which shall let all contracts for construction.
3. All construction shall be accomplished in accordance with the standards and requirements of [DOT], and officials and employees of [DOT] shall have the right of inspection during construction, and no construction ...