Plaintiff's contentions, however, are belied by the plain language of the License Agreement. Even if paragraph 3.5 is about accrual, paragraph 3.3 sets forth when GMA is obligated to make royalty payments. GMA agreed to pay royalty fees "for each MIRS product shipped after the entry of the Consent Judgment Order [December 27, 1988] and before the expiration of U.S. Patent No. 3,825,246 [July 23, 1991]." License Agreement, P 3.3. Similarly paragraph 3.5 provides that the royalty referred to in paragraph 3.3 "shall accrue on the date of shipment of the Products by GMA. . . ." No other provision in the License Agreement creates or discusses GMA's obligation to pay royalty fees for the MIRS machines. Thus, the date of shipment of MIRS machines was the sole triggering event for both the existence of the underlying royalty obligation and its accrual except as stated in paragraph 3.5.
The only exception to the general rule that GMA agrees to pay royalty fees upon shipment of MIRS machines is paragraph 3.5, which provides for the accrual of royalty obligations for orders received by GMA beginning January 1, 1991 and continuing to July 23, 1991, provided the product is shipped by GMA prior to December 31, 1991. Had the parties intended otherwise, they could have employed different language. For example, plaintiff could have employed the language suggested by its affiant, George H. Gerstman, by providing that paragraph 3.5 of the License Agreement "pertains to all machines that were 'on order' or 'orders which were in receipt' during the period January 1, 1991 to July 23, 1991, even if the order had been received before or after January 1." Affidavit, at 7. Rather, for reasons the court will not now second guess, the parties opted for language limiting the time during which bona fide offers would trigger an obligation to pay royalty fees to a period "beginning on January 1, 1991 and continuing to July 23, 1991."
The plaintiff argues that the parties did not provide for the contingency at issue in the License Agreement. The events that transpired, however, were not unpredictable, and the parties are not unsophisticated. By including a specific period during which bona fide offers would trigger the accrual of an obligation to pay royalty fees, the parties implicitly excluded orders received outside of that period. Furthermore, the License Agreement contains an integration clause at paragraph 9.3 which provides that the License Agreement "constitutes the entire understanding of the parties with respect to its subject matter. . . ." If the parties intended a different result, they should have drafted the agreement more carefully. The court will not contravene the plain language of the License Agreement.
Whether a contract is ambiguous is a question of law for the court. Old Republic Insurance Co. v. Federal Crop Insurance Corp., 947 F.2d 269, 274 (7th Cir. 1991). Such ambiguity exists only if the language at issue is reasonably and fairly susceptible to more than a single meaning. Sunstream Jet Express, Inc. v. International Air Service Co., Ltd., 734 F.2d 1258, 1269 (7th Cir. 1984). Furthermore, "[a] contract is not ambiguous merely because it fails to address some contingency; the general presumption is that 'the rights of the parties are limited to the terms expressed' in the contract". Consolidated Bearings Co. v. Ehret-Krohn Corp., 913 F.2d 1224, 1233 (7th Cir. 1990) (citations omitted). There is also a strong presumption against rewriting a contract to add provisions that the parties could have easily included but did not. Seko Air Freight, Inc. v. Transworld Systems, Inc., No. 90 C 6199, 1991 U.S. Dist. LEXIS 13864, *8 - *9 (N.D. Ill. October 1, 1991). Finally, "unless a contract is ambiguous, its meaning must be determined from the words used; courts will not construe into the contract provisions that are not there simply because a more equitable result might be reached." Knapp v. National Heritage, Inc., No. 91 C 20340, 1992 U.S. Dist. LEXIS 4693, *5 (N.D. Ill. March 18, 1992).
Because the court agrees with the defendant that plaintiff's claims are belied by the unambiguous language of the License Agreement, the court grants defendant's motion for judgment on the pleadings pursuant to Rule 12(c).
JAMES H. ALESIA
United States District Judge
Date: AUG 10 1993
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