## Facts

- Guilford owned railroad property in Maine and had a written agreement granting Central Maine Power Company (CMP) rights to place and maintain “occupations and appurtenances” over, across, along, and under Guilford’s land.
- The agreement defined “appurtenances” to include “pipes, poles, wires, and other equipment,” but did not define “wire.”
- The agreement referenced appurtenances consisting of “electric power or communication wires and equipment.”
- The agreement included an annual fee schedule keyed to the voltage carried by the wire, including a category for wires carrying “between zero and 750 volts.”
- CMP sought to install fiber-optic cable on or under the property pursuant to the agreement.
- Guilford refused consent, asserting that “wire” meant a metal electrical conductor and did not include fiber-optic cable, which transmits light through glass rather than electrical current.
- CMP invoked the agreement’s dispute-resolution provision and petitioned the Maine Public Utilities Commission (PUC) for a determination.
- The PUC granted summary judgment for CMP, ruling the contract unambiguously permitted installation of fiber-optic cable under the granted rights.

## Issues

1. Whether the agreement’s use of “wires” (in context of the appurtenances definition and voltage-based fee schedule) is ambiguous as to including fiber-optic cable.
2. Whether, given any ambiguity, the PUC erred by resolving the contract’s meaning on summary judgment rather than requiring fact-finding.

## Decision

- The Maine Supreme Judicial Court reversed the PUC’s summary judgment in favor of CMP.
- The court held the agreement was ambiguous as to whether fiber-optic cable falls within “wire” or otherwise within the covered appurtenances.
- The case was remanded to the PUC for further proceedings.

## Legal Principles

- Contract language is ambiguous when, considered in context, it is reasonably susceptible to more than one interpretation.
- Interpretation of an unambiguous contract is a question of law suitable for summary judgment.
- When a contract is ambiguous, its meaning commonly presents a fact question that may require extrinsic evidence (such as negotiation history, course of dealing, or trade usage), making summary judgment improper.
- Contract terms must be read in light of the agreement as a whole; internal structure (including compensation provisions) can create or confirm ambiguity.

## Conclusion

Because both parties offered plausible interpretations of “wire” when the agreement’s references to communications equipment were considered alongside a voltage-based fee schedule that did not fit fiber-optic cable, the court found the contract ambiguous and ruled that the dispute could not be resolved as a matter of law on summary judgment, requiring remand for fact development on intent.


Guilford Transp. Indus., Inc. v. Pub. Utils. Comm'n, 746 A.2d 910 (Me. 2000)