Ambiguity is an affirmative defense and must be specifically plead. See Gulf & Basco Co. v. Buchanan, 707 S.W.2d 655, 656 (Tex. App. – Houston [1st Dist.] 1986, writ refd, n.r.e.); see also, World Help v. Leisure Lifestyles, Inc., 977 S.W.2d 662, 680 (Tex. App. – Fort Worth 1998, pet. denied); see also, Crozier v. Horne Children Maint. and Educ. Trust, 597 S.W.2d 418, (Tex. App. – San Antonio 1980, writ refd, n.r.e.). Thus, “a person seeking to establish ambiguity in a written contract must specifically plead such ambiguity by setting out that portion of the contract claimed to be ambiguous and definitively pleading the correct meaning or construction thereof as relied on by the party so claiming.” Gulf & Basco, 707 S.W.2d at 656 (emphasis added).

“[P]arole evidence is not admissible for the purpose of creating an ambiguity.” Nat’l Union Fire Ins. Co. of Pittsburgh, PA v. CBI Indus., Inc., 907 S.W.2d 517, 520 (Tex. 1995). “[O]nly where a contract is first determined to be ambiguous may the courts consider the parties’ interpretation and admit extraneous evidence to determine the true meaning of the instrument. Nat’l Union, 907 S.W.2d at 520.

If the contract language can be given a certain or definite meaning, it is not ambiguous and should be interpreted by the court as a matter of law. See Universal Health Serv., Inc., 121 S.W.3d at 746. Contract terms must be given their “plain, ordinary and generally accepted meaning unless the instrument shows that the parties used them in a technical or different sense.” Heritage Res., Inc. v. Nationsbank, 939 S.W.2d 118, 121 (Tex. 1996)

Ambiguity as an Affirmative Defense