Counsel: David C. Crosby, Juneau, Alaska; Bruce E. Gagnon, Atkinson, Conway & Gagnon, Inc., Anchorage, Alaska; James D. Linxwiler, Guess & Rudd, PC, Anchorage, Alaska, for appellants.
We conclude that the unambiguous language of the Deficiency Agreement precludes the conveyance of Appendix C lands if the lands conveyed in Appendix A are sufficient in quantity to satisfy the acreage entitlements of the Villages. We are unable to construe in any other manner the provision that lands in Appendix C can be conveyed “to the extent the lands conveyed pursuant to paragraph A when added to lands otherwise heretofore received by such Village Corporations are insufficient to satisfy their statutory entitlement . . . .” We also agree with the district court that the evidence presented by the parties does not indicate a mutual intent contrary to the plain meaning of the Deficiency Agreement.[4]The Villages argue that paragraph C’s language indicating that Appendix C lands would be conveyed only if Appendix A lands were “insufficient to satisfy their statutory entitlement” is ambiguous because the term “statutory entitlement” could refer either (1) to the Villages’ entitlement under ANCSA to a specified quantity of acreage or (2) to the Villages’ entitlement to receive their 12(a) selections in the order that they made them. Here, again, we find no ambiguity; the Agreement clearly uses “statutory entitlement” as in (1) above. Section D of the Agreement provides:For the purposes of counting acres received in computing statutory entitlement under paragraphs B and C the Secretary shall count the number of acres surrendered by Village Corporations in any exchange for any other lands or selection rights, not the number of acres received in such exchange.
Adds precedent that influences how ANCSA corporations, regulators, and shareholders interpret governance rights and remedies.