Charles Renfrew v. Hartford Accident and Indemnit , 406 F. App'x 227 ( 2010 )


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  •                                                                             FILED
    NOT FOR PUBLICATION                              DEC 20 2010
    MOLLY C. DWYER, CLERK
    UNITED STATES COURT OF APPEALS                        U .S. C O U R T OF APPE ALS
    FOR THE NINTH CIRCUIT
    CHARLES RENFREW, Ret. Futures                    No. 09-17290
    Representative to the Western Asbestos
    Settlement Trust; THE TRUST                      DC No. 4:08 cv 4127 PJH
    ADVISORY COMMITTEE TO THE
    WESTERN ASBESTOS SETTLEMENT
    TRUST,                                           MEMORANDUM *
    Plaintiffs - Appellees,
    THE WESTERN ASBESTOS
    SETTLEMENT TRUST,
    Plaintiff-intervenor -
    Appellee,
    v.
    HARTFORD ACCIDENT AND
    INDEMNITY COMPANY,
    Defendant - Appellant.
    Appeal from the United States District Court
    for the Northern District of California
    Phyllis J. Hamilton, District Judge, Presiding
    Argued and Submitted December 7, 2010
    *
    This disposition is not appropriate for publication and is not precedent
    except as provided by 9th Cir. R. 36-3.
    San Francisco, California
    Before:      COWEN,** TASHIMA, and SILVERMAN, Circuit Judges.
    Hartford Accident and Indemnity Company (“Hartford”) appeals the district
    court’s affirmance of the bankruptcy court’s order granting Appellees’ motion for
    partial summary judgment and issuing a permanent injunction. We have
    jurisdiction under 
    28 U.S.C. § 158
    (d)(1), and we affirm.
    1.     The terms “review” and “audit” do not necessarily imply rights to
    disseminate or use for unlimited purposes the information that is reviewed and
    audited. Furthermore, the extrinsic evidence in this case supports the bankruptcy
    court’s conclusion that the parties did not intend those terms in the Settlement
    Agreement and Release (the “Settlement”) to encompass such rights.
    2.     The bankruptcy court correctly considered extrinsic evidence in its
    interpretation of the Settlement. See Pac. Gas & Elec. Co. v. G.W. Thomas
    Drayage & Rigging Co., 
    442 P.2d 641
    , 644-46 (Cal. 1968). Because the terms
    “review” and “audit” do not necessarily encompass the unlimited use of the audited
    and reviewed information, the bankruptcy court’s interpretation of Section 14.1 of
    the Settlement based on extrinsic evidence did not “add to, detract from, or vary
    **
    The Honorable Robert E. Cowen, Senior United States Circuit Judge
    for the Third Circuit, sitting by designation.
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    the terms of” that agreement. 
    Id. at 645
    . It did not constitute an abuse of
    discretion on the part of the bankruptcy court to admit the declaration of Alan
    Brayton, see DP Aviation v. Smiths Indus. Aerospace & Def. Sys. Ltd., 
    268 F.3d 829
    , 836 (9th Cir. 2001), because the out-of-court statement described in that
    declaration was not submitted “to prove the truth of the matter asserted,” Fed. R.
    Evid. 801(c), but instead was submitted to show the mind-set and knowledge of the
    parties at the time of negotiation. See United States v. Castro, 
    887 F.2d 988
    , 1000
    (9th Cir. 1989).
    3.     There is no “rigid rule” prohibiting a trial court from interpreting an
    ambiguous contract on summary judgment. San Diego Gas & Elec. Co. v. Can.
    Hunter Mktg. Ltd., 
    132 F.3d 1303
    , 1307 (9th Cir. 1997). Summary judgment was
    appropriate in this case because there was no “genuine issue of material fact”
    presented by the extrinsic evidence, Nat’l Union Fire Ins. Co. of Pittsburgh, Pa. v.
    Argonaut Ins. Co., 
    701 F.2d 95
    , 97 (9th Cir. 1983), and because any ambiguity in
    the Settlement language could not be resolved in a manner reasonably consistent
    with Hartford’s position, see S. Cal. Gas Co. v. City of Santa Ana, 
    336 F.3d 885
    ,
    889 (9th Cir. 2003); San Diego Gas & Elec. Co., 132 F.3d at 1307.
    4.     Because the bankruptcy court correctly interpreted Section 14.1 of the
    Settlement and based the injunction on that interpretation, it is unnecessary for us
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    to determine whether trust claimant information is confidential under California
    law.
    5.    The bankruptcy court did not abuse its discretion by setting a six-
    month limit on Hartford’s retention of audit materials. See Walters v. Reno, 
    145 F.3d 1032
    , 1047 (9th Cir. 1998). In the event Hartford is unable reasonably to
    complete the audit within the six-month period provided in the injunction, it may,
    of course, move for modification of the bankruptcy court’s order.
    AFFIRMED.
    4
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