CONCURRING AND DISSENTING OPINION
I concur with the majority decision in this case to affirm the trial court’s summary judgment in part and to reverse in part the portion of the judgment concerning noncompliance with section 2.5 of the partnership agreement. I agree with the majority’s conclusion that we must remand Russell’s breach-of-contract claim because a fact issue exists concerning Russell’s possible waiver of his right to enforce section 2.5, although the statute of limitations bars damages for any breach that accrued more than four years before this lawsuit was filed.*fn1 I write separately, however, because I respectfully dissent from the majority’s conclusion that the clause in the contract addressing approval of partner salaries is unambiguous and requires the partners’ unanimous agreement on partner salaries. Unlike the majority, I would conclude that section 2.5 of the 1979 partnership agreement is ambiguous, and I would also remand this issue to the trial court for the factfinder to determine the parties’ intended meaning of the clause after consideration of the relevant extrinsic evidence.
To determine whether a contract is ambiguous, we apply the pertinent rules of interpretation to the instrument’s face. Universal C.I.T. Credit Corp. v. Daniel, 243 S.W.2d 154, 157 (Tex. 1951); see also Moon Royalty, LLC v. Boldrick Partners, 244 S.W.3d 391, 394 (Tex. App.-Eastland 2007, no pet.) (noting that rules of interpretation may be utilized to determine if agreement is ambiguous but canons of construction do not apply to determine agreement’s legal effect absent determination of ambiguity). If it is genuinely uncertain which one of two or more meanings is the proper meaning after applying the rules of interpretation, then the terms cannot be given a certain or definite legal meaning, and the contract is ambiguous. Universal C.I.T., 243 S.W.2d at 157. We must decide whether the contract is ambiguous by examining the contract as a whole in light of the circumstances present when the contract was entered. Columbia Gas Transmission Corp. v. New Ulm Gas, Ltd., 940 S.W.2d 587, 589 (Tex. 1996). To ascertain the true intention of the parties as expressed in the instrument, we must “examine and consider the entire writing in an effort to harmonize and give effect to all the provisions of the contract so that none will be rendered meaningless.” Coker v. Coker, 650 S.W.2d 391, 393 (Tex. 1983). No single provision taken alone should control-instead, all the provisions must be considered with reference to the entire agreement. Id. In this case, an examination of the text of section 2.5, the contract as a whole, and the surrounding objective circumstances demonstrates that the contract is ambiguous.
