MELLON BANK, N.A. V. AETNA BUSINESS CREDIT

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP05T02051R000200390005-2
• Release Decision: RIFPUB
• Original Classification: K
• Document Page Count: 1
• Document Creation Date: December 22, 2016
• Document Release Date: September 9, 2011
• Sequence Number: 5
• Content Type: MISC

MELLON BANK, N.A. v. AETNA BUSINESS CREDIT
Cite as 619 F.2d 1001 (1960)
be whether the office park could reach and
maintain a ninety percent occupancy level.
The district court found that Aetna in ana-
lyzing the security for its permanent loan
did not consider the borrowers' cash flow,
did not condition its obligation upon any
occupancy level, and therefore concluded
"Aetna recognized that the financial trans-
action in question was not a basis for find-
ing insolvency." The district court cited no
basis in the contract document or wording
of the insolvency clause for its conclusion.
Our task is to decide if the district court
permissibly used extrinsic evidence to inter-
pret the contract and, if so, whether it drew
the proper legal conclusions therefrom.
[7-9] In this case we confront several
familiar, but not necessarily consistent, pre-
cepts of contract interpretation. We start
from the premise that commercial parties
are free to contract as the Brokers
Tit e o.. Inc. v. St. Paul Fire and Marine
Insurance Co., 610 F.2d 1174 (3d Cir. 1979).
Absent illegality unconscionableness, f
3d
1009 1G180
However, courts neither claim nor possess
psychic power. Therefore, in order to inter-
pret contracts with some consistency, and in
order to provide contracting parties with a
legal framework which provides a measure
of predictability, the courts must eschew
the ideal of ascertaining the parties' subjec-
tive intent and instead bind parties by the
objective manifestations of their intent. As
Justice Holmes observed:
[T]he making of a contract depends not
on the agreement of two minds, in one
intention, but on the agreement of two
sets of external signs-- not on the parties'
having meant the same thing but on their
having said the same thing.
Holmes, The Path of the Law, in Collected
Legal Palwrs 178, as quoted by Judge
Friendly in Frigaliment Importing Co. v. B.
N. S. International Sales Corp., 190 F.Supp.
116, 117 (S.D.N.Y.1960) (emphasis in origi-
nal). See also Gilmore, The Death of Con-
tract (1974).
[11-14] The strongest external sign of
agreement between contracting parties is
the words they use in their written con-
tract. Thus, the sanctity of the written
words of the contract is embedded in the
law of contract interpretation. As it has
been variously put:
[A] court will make no inference or give
any construction to the terms of a writ-
ten contract that may he in conflict with
the clearly expressed language of the
written agreement.
National Cash Register Co. v. Modern
Transfer Co., Inc., 224 Pa.Super. 138, 142,
302 A.2d 486, 488 (1973).
case the court sits with one purpose-to inter
pret through the use of objective indicia the
intent of the contraclilly, parties
taro Co. v. Milonas, 401 Pa. 63`2, 166 A.2d 15
(1960); National Cash Register Co. v. Mod-
ern Transfer Co., 224 Pa.Super. 138, 302
A.2d 486 (1973).
[10] "In construing a contract, a court's
paramount consideration is the intent of the
parties." O'Farrell v. Steel City Piping Co.,
-- Pa.Super. ?- -, 403 A.2d 1319, 1324
(1979). It would be helpful if judges were
psychics who could delve into the parties'
minds to ascertain their original intent.
8. IllegaIit . unconscionableness, fraud, duress
or mistake are not alleged here. It should be
noted that both parties to the Buy Sell Agree
ment are commercial entities of great experi-
ence and expertise and were represented by
counsel in negotiations. Therefore, what we
rule in this case is not based on overriding
pohcv concerns that courts sometimes apply to
restrict freedom of contract. In the future
commercial parties creating loan commitments
and buy-sell agreements will negotiate with
knowledge of this opinion and will take greater
care in expressing their intent. If in the instant
case the parties had, with greater clarity, ex
cluded or included the liabilities associated
with the Kensington Square project, that would
not present public policy difficulties In this
Additionally, it should be noted that we are
not dealing with a proceeding in equity For
example, in First National .State ISank of New
Jersey t'. ('urnrnonweaItI I I'ederal Savings and
Loan Assex?iation of Norristown, tilo F.2d 164
(3d ('ir. 1979). we considered a situation where
a breach of a take out loan cornnutinent had
occurred, and the construction lender sought
specific performance of the takeout commit-
ment. The consideration of factors such as the
allocation of risk between the parties was im-
portant to deciding it the court should exercise
its discretion to grant equitable remedies.
Approved For Release 2011/09/09: CIA-RDP05TO2051 R000200390005-2