Under Texas law, contract interpretation is a matter of law for the court to decide. Elliott-Williams Co. Diaz, 9 S. In construing a contract, "the court's primary concern is to give effect to the written expression of the parties' intent. Aetna Life Ins.
The starting point of this analysis is the actual language of the contract. Empire Fire and Marine Ins. Brantley Trucking, Inc. Fire Ins. Both parties agree, as do we, that this contract is unambiguous. When a contract is unambiguous, the court may not rely upon extrinsic evidence "to contradict or vary the meaning of the explicit language of the parties' written agreement. CBI Indus. The court presumes that every phrase of the contract has some effect.
Coker v. Coker, S. The effect of each phrase is determined by looking at the entire contract; "no one phrase, sentence, or section should be isolated from its setting and considered apart from the other provisions.
Any contractual term that is not defined within the contract itself must be given its "plain, ordinary, and generally accepted meaning.
NationsBank, S. Looking to the Agreement as a whole, as required under Texas law, it appears that decisioning services, which is an analytical tool operated by a completely different computer system, NextGen, that accesses up to sixteen data bases, sometimes, but not always, including ACROPAC, is not covered by the Agreement and, thus, Equifax may charge CSC platform fees for decisioning services.
The ninety-six-page Agreement includes many exhibits, yet, as the district court noted, no other database or computer program other than ACROPAC is mentioned. Direct access is obtained "by means of the appropriate inquiry through a terminal maintained by such Bureau [like CSC] or by a customer of such Bureau. Taken as a whole, the above provisions impose three specific limitations on the services Equifax must provide CSC. Second, the access must be generated via an "inquiry" by CSC or its customers.
See R. Decisioning services are not requested by CSC or a CSC customer, but are instead a separate product sold by Equifax to its own customers. CSC's response that "direct access" is not defined in the Agreement does not alter this analysis. Decisioning services do not provide the shortest way to the raw credit information stored in ACROPAC; instead, this product provides a final answer to a potential creditor by analyzing the raw data.
See Heritage Resources, S. CSC next argues that the district court's characterization of ACROPAC as only a storage and retrieval system required the court to read several other provisions out of the contract in contravention of Texas law. Specifically, CSC points to language in Exhibit A and the Agreement referencing "different computer systems," "all consumer credit reporting and similar or related services," and "any other sale of products or services derived from a consumer credit reporting database.
The language put forward by CSC is taken out of context. The relevant, complete language states, System software encompasses the following primary tasks Processing of credit grantor automated account history information to update and create new files on a periodic basis. ACROPAC II offers various programs to extract data from a wide range of different computer systems and record formats in order to process such data into the online system Exhibit A; R.
This language, read in the broader context of the Agreement as a whole, describes ACROPAC's inherent function: storing data from many sources, updating the information, and making it available to credit grantors who access the system with their "different computer systems and record formats.
Finally, CSC argues that decisioning services fall within the plain meaning of "new product developments" and "system enhancements" as defined by the Agreement. This reading of the contract would have the absurd result of requiring Equifax to provide to CSC, at no cost whatsoever, every new product it develops. See Tarrant Distributors Inc. Heublein Inc. New Ulm Gas, Ltd. Decisioning services represent a unique product sold by Equifax; the NextGen computer system runs this program, which uses complex algorithms and decision-tree logic to provide a complete credit decision to a customer.
Judge Gilmore's summary judgment order is affirmed. Although Judge Gilmore had found in Equifax's favor on the decisioning services fee issue, Judge Milloy's review of the record and Judge Gilmore's Order led her to conclude that the modeling royalties issue remained unresolved. Judge Milloy correctly found the modeling royalties issue in need of adjudication. However, because our reading of the Agreement, taken in its entirety, demands the opposite result, we reverse. CSC asserts that it need pay only a single charge, the billable inquiry fee, in return for all of Equifax's services, including reports that include a credit score.
Judge Milloy agreed with CSC that the "new product developments" and "system enhancement" language in Paragraph 4 g included the credit scoring models. Based on the same reading of the Agreement applied to the decisioning services issue, we disagree.
The credit scoring model provides a number that a customer may analyze, leaving the application and final decision as to a specific, potential creditor to the customer. Thus, credit scoring models, in a similar, although more nuanced, manner as decisioning services, apply criteria to the data available on ACROPAC.
Nevertheless, the credit scoring reports require the application of several analytical steps to the raw data; this process takes the credit scoring reports beyond the scope of ACROPAC and, thus, the Agreement. The credit scoring models were thus subject to royalty charges as provided by Paragraph 8 c of the Agreement.
When a customer seeks Beacon Scores, for example, a royalty is charged. CSC has not disputed these charges, but now claims that Equifax cannot impose similar charges for its own scoring models. CSC's sole reliance for this distinction is on the "new product development" and "system enhancement" language, which we have determined does not apply to this service.
This discretion is not unfettered. Any alteration in the cost allocation must be applied equally to all of Equifax's affiliates and subsidiaries. Judge Milloy denied this motion. Because the court did not abuse its discretion in denying this motion, we affirm. Click here to see other ways to get your Equifax credit report, including annualcreditreport. Place or manage a freeze Learn More Add a fraud or active duty alert A fraud alert informs credit card companies and others that you are or may have been a victim of fraud, including identity theft.
An active duty alert informs credit card companies and others that you are on active military duty. Placing a fraud alert or active duty alert is free. No credit card required. Other Services Opt out of pre-screened offers Under the Fair Credit reporting Act FCRA , Equifax is permitted to include your name on lists used by creditors or insurers to make firm offers of credit or insurance that are not initiated by you.
If you prefer not to receive such offers, visit www. Opt out Learn More Annualcreditreport.Under Texas law, contract interpretation is a matter of law for the court to decide. Find out what's in your Equifax credit report, how your credit score is calculated, and how to get on track in your credit journey. Direct access is obtained "by means of the appropriate inquiry through a terminal maintained by such Bureau [like CSC] or by a customer of such Bureau. This formula, governed by Paragraph 8 of the Agreement, is discussed below. Com, another credit reporting company.
Once the information is erroneously reported on the consumer's credit report, the consumer will be alerted to the error and can then seek correction of the error by notifying the credit reporting agency or the court itself. Determining that Judge Gilmore's Order had not disposed of all issues in the case, Judge Milloy denied Equifax's motion for final judgment based on Judge Gilmore's conclusions and proceeded to consider the issue of modeling royalties. Texas One-Barrington, Ltd. The Hensons also allege that they "contacted Trans twice, in writing, to correct the horrible injustice. The Default Judgment simply states that Greg has no interest in the Camaro.
Cosco loaned Jeff enough money to purchase the car and paid off Greg's note with Irwin. The starting point of this analysis is the actual language of the contract. In March of , Greg's brother, Jeff, filed a loan application with Cosco so that he could purchase the Camaro from Greg. A credit reporting agency that has been notified of potentially inaccurate information in a consumer's credit report is in a very different position than one who has no such notice. CSC asserts that it need pay only a single charge, the billable inquiry fee, in return for all of Equifax's services, including reports that include a credit score.