What is the standard of review applied by the Court of Appeal to determine whether a contract is ambiguous?

California, United States of America


The following excerpt is from Wang v. TDS Grp., Inc., H038786 (Cal. App. 2014):

Where an issue is raised on appeal as to whether the parties' contract is ambiguous, we apply the following standard of review. "The analysis of whether an ambiguity exists is not limited to the words of the contract. [Citation.] Trial courts are required to receive provisionally any proffered parol evidence that is relevant to show whether the contractual language is reasonably susceptible to a particular meaning. [Citations.] Such parol evidence might expose a latent ambiguity when the contract appears unambiguous on its face. [Citation.] [] Similarly, an appellate court must consider the proffered parol evidence when conducting its independent review into whether an ambiguity exists. [Citation.] In other words, appellate courts evaluate the instrument's language and relevant extrinsic evidence and decide whether, in light of the extrinsic evidence, the language is reasonably susceptible to the competing interpretations urged by the parties. [Citation.]" (Adams v. MHC Colony Park L.P. (2014) 224 Cal.App.4th 601, 620, fn. omitted.) "If the interpretation of the contract turns upon the credibility of extrinsic evidence, the interpretation of the contract is not a

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