Narrative Opinion Summary
This case involves a dispute between twelve concessionaires at Denver International Airport and the City of Denver's Manager of Aviation regarding the interpretation of a contractual provision requiring independent CPA certification of revenue statements. The concessionaires challenged the Manager's order mandating CPA audits, arguing that the contract language was ambiguous and that financial statements could be certified by company officers. The hearing officer, district court, and court of appeals all upheld the Manager's interpretation, which was affirmed by the Supreme Court of Colorado. The court concluded that the contract's requirement for CPA certification was clear, emphasizing the role of CPAs in providing audit opinions despite professional restrictions on using the term 'certify.' The review was conducted under C.R.C.P. 106(a)(4), focusing on jurisdictional and discretionary matters. Justice Hobbs dissented, highlighting potential latent ambiguity in the contract and advocating for remand to consider extrinsic evidence. The court's decision emphasized enforcing the contract as written, thereby requiring independent CPA audits of the concessionaires' revenue statements.
Legal Issues Addressed
Contract Drafting and Interpretation Against the Draftersubscribe to see similar legal issues
Application: Justice Hobbs' dissent argued for considering extrinsic evidence due to latent ambiguity, suggesting the contract should be construed against Denver as the drafter.
Reasoning: Established principles dictate that ambiguous contract language should be interpreted against the drafter and in favor of the party for whose benefit the clause was included.
Contract Interpretation and Ambiguitysubscribe to see similar legal issues
Application: The court examined whether the contract language requiring CPA certification was ambiguous and determined it was not, enforcing the contract as written.
Reasoning: The conclusion reached is that the language is clear and mandates an independent CPA's review of the revenue statement.
Judicial Review under C.R.C.P. 106(a)(4)subscribe to see similar legal issues
Application: The Supreme Court's review focused on whether the governmental body exceeded its jurisdiction or abused its discretion, affirming lower court decisions based on evidentiary support.
Reasoning: The review under C.R.C.P. 106(a)(4) is limited to whether the governmental body exceeded its jurisdiction or abused its discretion, focusing on the evidentiary support for the hearing officer's decision rather than the lower court's.
Role of Certified Public Accountants in Revenue Statement Certificationsubscribe to see similar legal issues
Application: The court held that although CPAs cannot certify financial statements as 'true and correct' per professional standards, they can provide an audit opinion, fulfilling the contractual requirement.
Reasoning: Despite the fact that CPAs cannot use the terms 'certify' or 'true and correct,' they can provide an audit opinion indicating that a financial statement fairly presents the revenue.