Full opinion text
ORDER ADOPTING MAGISTRATE’S REPORT AND RECOMMENDATION & GRANTING IN PART AND DENYING IN PART PLAINTIFF’S MOTION TO ENFORCE SETTLEMENT AGREEMENT [DE # 46] HURLEY, District Judge. THIS CAUSE is before the court upon the plaintiffs motion to enforce settlement agreement filed May 31, 2006 [DE#46]. This matter was previously referred to United States Magistrate Judge James Hopkins pursuant to 28 U.S.C. §§ 636-39 and Rule 72 of the Federal Rules of Civil Procedure, for a recommended disposition. On May 29, 2007, Magistrate Judge Hopkins filed a report and recommendation upon the motion. [DE # 106]. On June 8, 2007, plaintiff filed its objections to the report and recommendation [DE# 107] and on June 20, 2007, the defendant MTU Detroit Diesel, Inc. f/k/a Detroit Diesel Corporation filed its response to the plaintiffs objections [DE# 108]. Having carefully reviewed the Magistrate Judge’s report and recommendation, and having reviewed de novo those portions of the report to which the plaintiff has lodged objection, the court has determined to overrule the objections and adopt the recommendation of the Magistrate Judge. It is accordingly ORDERED and ADJUDGED: 1. The report and recommendation of Magistrate Judge James Hopkins on the plaintiffs motion to enforce settlement [DE# 107] is ADOPTED. 2. The plaintiffs motion to enforce settlement [DE# 46] is GRANTED in PART and DENIED in PART as follows: A. The court finds that the defendant did fail to timely reimburse plaintiff for all attorneys fees and costs incurred in the underlying litigation ($205,521.35), but finds that this was not a material breach of the agreement because a partial payment of $189,008.23 was timely tendered, and any delay in remittance of the balance was relatively minor and did not go to the essence of the agreement. See generally Crowley Am Transp. Inc. v. Richard Sewing Machine Co., 172 F.3d 781, 784 (11th Cir.1999). To the extent it has not already done so, the defendant is obligated to pay plaintiff the outstanding balance of ‘$16,513.16 on this obligation, together with prejudgment interest on this sum running from September 15, 2006, the date it became due, to the date of final payment at the rate of 8.25% per an-num, or $3.73 per day. The defendant shall satisfy any remaining portion of this obligation by payment made to plaintiff within TWENTY (20) DAYS from the date of entry of this order. To this limited extent, the plaintiffs motion to enforce settlement agreement is GRANTED. B. As the court finds that neither party has materially breached the settlement agreement, the plaintiffs motion to enforce the settlement agreement is otherwise DENIED. 3. Both parties shall bear their own attorneys fees and costs incurred in the prosecution or defense' of the motion to enforce settlement. REPORT AND RECOMMENDATION AS TO PLAINTIFFS’ MOTION TO ENFORCE SETTLEMENT AGREEMENT (DE 46) HOPKINS, United States Magistrate Judge. THIS CAUSE comes before the Court upon an Order referring Plaintiffs’ Motion to Enforce Settlement Agreement, Motion for Sanctions and Motion to Place the Motions and Exhibits Under Seal (DE 46) (the “Motion to Enforce Settlement Agreement”) to the undersigned Magistrate Judge for Report and Recommendation (DE 47). This matter, which has been fully briefed and heard during a two-day evidentiary hearing, is now ripe for review. For the reasons stated below, the undersigned RECOMMENDS that the Motion to Enforce Settlement Agreement be GRANTED in part and DENIED in part. I. BACKGROUND A. The Underlying Lawsuit This is the story about the M/Y Lady Jane, a 65 foot Viking Sportfish motor yacht. In June 2001, Plaintiffs F.W.F., Inc. and Gerald Abrams purchased the M/Y Lady Jane from HMY Yacht Sales, Inc. They paid additional money for an engine upgrade to the 1800 horsepower, 16V 2000 M90 diesel engines manufactured by Defendant Detroit Diesel Corporation (“Defendant”). Defendant warranted, specified and agreed that the 16V 2000 M90 engines would develop 1800 horsepower at 2300 revolutions per minute. At. the time of delivery, in July 2001, Plaintiffs ascertained that the port engine was unable to generate the specified horsepower and torque as warranted, annotated the delivery paperwork to that effect and rejected the engine as unsatisfactory. Over the next several years, Defendant attempted to cure and correct the power problem. Indeed, Defendant rebuilt the port engine on five separate occasions. Defendant, however, did not acknowledge any defect in the port engine and took the position that the inability of the engine to develop full power was caused by propellers that were not properly matched to the engines and offered to pay for propeller modifications. Defendant proposed other solutions while attempting to diagnose the problem. Plaintiffs ultimately sued Defendant and Johnson & Towers, Inc., the yacht broker, for damages related to the port engine’s failure to produce the guaranteed, specified engine power output. (DE 1). They invoked admiralty jurisdiction under 28 U.S.C. § 1333(1) and Rule 9(h) of the Federal Rules of Civil Procedure (see id. ¶¶ 11-12), asserting claims for revocation of acceptance (Count I), breach of warranty (Count II), breach of warranty of workmanlike performance (Count III), breach of express and implied warranties pursuant to the Magnuson-Moss Warranty— Federal Trade Commission Improvement Act (the “Magnuson-Moss Warranty Act”), 15 U.S.C. §§ 2301-12 (Count V) and violations of the Florida Deceptive and Unfair Trade Practices Act (“FDUTPA”), Fla. Stat. §§ 501.201 to .213 (Count VI). Plaintiffs sought to recover, among other things, compensatory damages, punitive damages, attorneys’ fees and costs, and pre-judgment interest. After the lawsuit was filed, and before the lawsuit was settled, Defendant determined that the port engine was “slightly retarded” as a result of a mechanical or manufacturing defect. In other words, it concluded that the port engine was not producing full power because the fly wheel hub, when placed on the crank shaft, probably shifted a couple of degrees out of properly timed position. Because the issue of liability, for all intents and purposes, was apparent, the only matter then in dispute was the issue of damages. B. The Settlement Agreement On November 18, 2005, the parties attended mediation in Miami, Florida. Plaintiffs were represented by Gerald Abrams, and their attorneys, Andrew W. Anderson and Matthew J. Valcourt, and in-house employee, Christopher Karentz. Defendant was represented at mediation by Ulrich Kemnitz, Scott Woodruff, Brian Howe, and its attorneys, Scott M. Sarason and Christina McGinley Paul. The parties reached a compromise during mediation and memorialized the terms of their agreement in a handwritten, memorandum of settlement (hereinafter “settlement agreement”). The settlement agreement consists of four pages (with the first page bearing the style of this action), and was jointly drafted by (and was the joint product of) the parties and their counsel in attendance. The settlement agreement states: MEMORANDUM OF SETTLEMENT THIS CAUSE, having been submitted to mediation before James A. McCauley, Mediator, upon Order of the above-styled Court and/or stipulation between the parties, it is hereby stipulated and agreed between said parties that settlement has been reached as follows: 1.) Detroit Diesel to install [two] new factory built 2000HP [16V 2000 M91 engines], including: A) All new gears and accessories for engines; B) All costs for install including all accessories. 2.) Detroit Diesel to have [two] calendar months to build engines. 3.) Detroit Diesel to have [two] months to install [and] test new engines. 4.) Detroit Diesel to pay for shipyard cost for removal of engines, and all accessories. 5.) Detroit Diesel to commence installation after July 31, 2006. However, if either the port or starboard engines require material repair or warranty work, Detroit Diesel, at its option in lieu of warranty work, can install both new engines at that time. 6.) Detroit Diesel to pay up to and including $150,000 in attorneys fees and costs. Invoices to be provided [within sixty] days from November 18, 2005. 7.) Detroit Diesel to pay up to and including $60,000 of expert technical fees and costs. Invoices to be provided [within sixty] days from November 18, 2005. 8.) Payment of attorneys fees, costs and expert fees and costs to be made [within sixty] days of receipt of invoices. 9.) Installation of engines and gears and removal of engines and gears to be performed at a mutual agreeable shipyard(s) by the parties in writing. 10.) Plaintiffs agree to sign a reasonable confidentiality agreement upon settlement. 11.) Plaintiffs to grant the existing engines to Detroit Diesel and execute documents to transfer ownership of engines. 12.) Detroit Diesel is allowed a [two-week] period to go aboard the Lady Jane, to conduct, at their expense, tests by a mutually agreed protocol [and] Plaintiffs allowed to have a captain aboard during testing at Detroit Diesel’s expense. 13.) Detroit Diesel to grant a [five-year] warranty to Plaintiffs commencing after installation and successful seatrial of vessel engines. 14.) The parties, upon full settlement, agree to execute mutual releases. 15.) The parties stipulate that the court remove the case from trial docket, and stay the case pending full implementation of the settlement. (DE 94 [Ex. 1] [hereinafter “SA ¶_”]). The parties signed or initialed each page of the settlement agreement. On November 25, 2005, the mediator filed his final report stating the matter had been settled (DE 37), and Plaintiffs filed a Notice of Settlement on November 30, 2005 (DE 38). The parties stipulated to dismissal without prejudice (DE 43) and on January 26, 2006, the Court entered an Order of Final Dismissal without Prejudice & Close-Out (DE 44). The Court retained jurisdiction to enforce the terms of the settlement agreement. C. The Parties’ Course of Performance Post-Settlement After mediation, a number of events occurred, which created confusion over the parties’ respective rights and obligations under the settlement agreement. Unfortunately, and despite the apparent success at mediation, this confusion led to a breakdown of cooperation between the parties. The initial disagreement concerned Defendant’s promise to pay all costs to install the new, factory built 16V 2000 M91 engines, including all accessories. While negotiating a “more formal” settlement agreement, Plaintiffs took the position that this promise included payment of all costs to modify the exhaust system, install new propellers, and perform any other work necessary for the M/Y Lady Jane to successfully pass a sea trial. Defendant rejected this interpretation of the settlement agreement. This particular dispute was the main reason why the parties were unable to commence the repair of the vessel. A second disagreement between the parties manifested itself while Defendant investigated which gear would be appropriate for installation with the 16V 2000 M91 engine. Initially, Defendant wanted to pair the 16V 2000 M91 engine with a ZF 2555 gear because this was the engine/gear combination that Viking Yachts was selling with their current production vessels. However, unbeknownst to Defendant, the hull configuration on Viking’s current production vessels was different than the hull configuration of the M/Y Lady Jane. Defendant requested information from Viking Yachts and Johnson & Towers, Inc. so it could perform a comparative analysis and determine whether the M91/ZF combination was feasible. After reviewing this information, Defendant determined that the M91/ZF combination was not practicable because it would require additional modifications to the M/Y Lady Jane’s engine room, potentially impacting the overall structural integrity of the vessel. Consequently, Defendant changed course and consulted with Twin Disc, Inc. to obtain their recommendation. Twin Disc, Inc. ultimately recommended and rated the Twin Disc 6598 gear for use with the 16V 2000 M91 engine. In light of this recommendation, as well as the fact that installation of this gear was less intrusive because it was identical in size and weight to the gear already installed in the M/Y Lady Jane, Defendant ordered the Twin Disc 6598 gear. Plaintiffs, somewhat surprised about Defendant’s change of course, objected to the Twin Disc 6598 gear on grounds that it was not an adequate and proper substitute for the ZF 2555 gear. While the parties were squabbling over the amount of costs, scope of work and gears, a third disagreement arose over Defendant’s obligations regarding the selection of a mutually agreeable shipyard. Although the parties tacitly agreed in principle to perform the repairs at Cable Marine, neither memorialized this agreement in a formal writing. Plaintiffs then took the position that Defendant was also obligated to provide a written scope of work, and specify the payment arrangements. Defendant, although objecting to this interpretation, ultimately provided a scope of work. However, this was not deemed sufficient by Plaintiffs in light of the ongoing dispute over the amount of costs, scope of work and gears. The final disagreement concerned Defendant’s obligation to pay up to and including $150,000.00 in attorney’s fees and costs, as well as up to and including $60,000.00 in expert technical fees and costs. Plaintiffs submitted invoices evidencing a combined total of $205,521.39 in attorney’s fees, expert technical fees and costs. Defendant contested the accuracy of Plaintiffs’ calculations, especially noting that they were seeking payment of expert technical fees and costs over the amount evidenced by invoices. This confusion was likely caused by the fact that Plaintiffs only submitted “expert technical” invoices from third-parties in the total amount of $39,022.73, without explaining whether any such fees were also contained in the “matter ledger” evidencing attorney’s fees and costs. As a result, Defendant, on numerous occasions, tendered payment in the amount that it deemed appropriate under the terms of the settlement agreement. Plaintiffs rejected each and every tender, insisting that they were entitled to recover the combined total of fees and costs without further explanation. In an attempt to clarify their position, Plaintiffs’ counsel submitted portions of a “time diary” from an in-house employee, and explained that the non-redacted fees constitute expert technical fees. Defendant did not take any further action on this issue. D. Procedural History Relevant to Plaintiffs’ Motion to Enforce Settlement Agreement On May 31, 2006, Plaintiffs filed their Motion to Enforce Settlement Agreement. (DE 46). Defendant filed its memorandum in opposition on June 12, 2006 (DE 48) and Plaintiffs filed a reply memorandum on June 21, 2006 (DE 50). On August 25, 2006, the undersigned issued an order permitting the parties to conduct limited discovery (DE 53), and an order directing Plaintiffs to brief certain issues and permitting Defendant to file a response if deemed necessary (DE 52). Plaintiffs filed a memorandum of law responsive to this order on September 8, 2006 (DE 55), and Defendant filed a memorandum in response on September 25, 2006 (DE 56). On December 1, 2006, the undersigned issued an order resolving a discovery dispute, authorizing the parties to conduct limited, expedited discovery, setting deadlines to file exhibit and witness lists and proposed findings of fact and conclusions of law, and continuing the evidentiary hearing a second time to December 21, 2006. (DE 68). On December 11, 2006, the parties filed their witness and exhibit lists. (DEs 69-71). Defendant also filed a motion to strike Plaintiffs’ “late filed” exhibit list and to compel responses to discovery and for sanctions (DE 72), which was denied without prejudice on December 14, 2006 (DE 73). Defendant and Plaintiffs filed their initial proposed findings of fact and conclusions of law on December 15 and 18, 2006 respectively. (DEs 75, 79). Plaintiffs filed the following additional documents prior to the December 21, 2006 evidentiary hearing: (1) amended exhibit list (DE 80); (2) notice of designating portions of the September 14, 2005 deposition testimony of Brian Howe (DE 82); (3) notice of filing deposition of Brian Howe taken on September 14, 2005 (DE 85); (4) notice of designating portions of the September 27, 2005 deposition testimony of Ulrich Kem-nitz (DE 83); (5) notice of filing deposition of Ulrich Kemnitz taken on September 27, 2005 (DE 84); and (6) notice of designating portions of the December 7, 2006 deposition testimony of Brian Howe (DE 86). Defendant filed the following additional documents prior to the December 21, 2006 evidentiary hearing: (1) objections to Plaintiffs’ exhibit list (DE 78); (2) amended exhibit and witness list (DE 81); (3) notice of objections to the designations of depositions taken of Brian Howe on September 14, 2005 and Ulrich Kemnitz on September 27, 2005 (DE 89); (4) notice of filing objections to Plaintiffs’ amended exhibit list (DE 90); (5) notice of designating portions of the December 19, 2006 deposition testimony of George Cable (DE 92); and (6) notice of filing deposition of George Cable taken on December 19, 2006 (DE 91). The evidentiary hearing went forward as scheduled on December 21, 2006. (DEs 93, 104). After the parties each made an opening statement, counsel for Plaintiffs called Brian Howe, Scott Woodruff and Lee Swanger as witnesses. Upon request by the parties, the evidentiary hearing was continued to January 24, 2007. (DE 96). In the mean time, the parties submitted their final witness and exhibit lists (DEs 94-95), Plaintiffs filed objections to the deposition testimony of George Cable (DE 97), and Defendant filed a response to these objections (DE 101) and a revised notice of objections to the designations of depositions taken of Brian Howe on September 14, 2005 and Ulrich Kemnitz on September 27, 2005 (DE 100). The continuation of the evidentiary hearing went forward as scheduled on January 24, 2007. (DEs 98-99). Plaintiffs’ counsel called Gerald Abrams and Richard Learned as witnesses. Counsel for Defendant called Thomas Schoepel as a rebuttal witness. At the hearing’s conclusion, the parties agreed to take the deposition of Stewart Hutcheson within twenty days, and to file amended, proposed findings of fact and conclusions of law no later than February 28, 2007. (DE 98). Plaintiffs and Defendant filed their amended, proposed findings of fact and conclusions of law on that date. (DEs 102-03). II. DISCUSSION This cause came for evidentiary hearing before the Court, Honorable James M. Hopkins, United States Magistrate Judge, presiding. These issues having been duly presented, the undersigned makes and enters its proposed findings of fact, conclusions of law and recommendations for disposition pursuant to 28 U.S.C. § 636(b)(1)(B) and Rule 1(d) of the Magistrate Judge Rules of the United States District Court for the Southern District of Florida. “To the extent that any finding' of fact may be interpreted or construed as a conclusion of law, or any conclusion of law may be interpreted or construed as a finding of fact, it is the Court’s intention that such construction or interpretation be adopted.” Clarendon Nat’l Ins. Co. v. Ins. Co. of the West, 442 F.Supp.2d 914, 943 (E.D.Cal.2006). In general, Plaintiffs are asking this Court to enforce the settlement agreement according to their interpretation, hold the Defendant in breach of the settlement agreement based on that interpretation, and award certain types of relief as a remedy for breach of the settlement agreement, including, but not limited to, compensatory damages, punitive damages, attorney’s fees, costs, pre-judgment interest, specific performance (including a performance bond in the amount of $1,000,000.00), diminution in market value of the M/Y Lady Jane as a result of the delay in carrying out the engine replacement, and sanctions in the amount of $100,000.00. (DEs 55 at 11-15; 102 at 39-41). Defendant contests each and every request for relief, claims that it has complied with the terms of the settlement agreement, maintains that it is ready, willing and able to commence the “engine repower” of the M7Y Lady Jane, and argues that Plaintiffs are in breach of the settlement agreement. As framed by the parties, this case requires the Court to resolve multiple issues, including but not limited to: (1) which law, federal or state, governs the dispute; (2) the interpretation of the settlement agreement’s disputed terms, and ascertainment of the parties’ intent; (3) whether the settlement agreement has been breached by either party; and (4) if so, whether the law governing this dispute permits the non-breaching party to recover the relief requested. The undersigned will address all of the issues presented in turn below. A. Choice of Law: General Federal Maritime Law Governs this Dispute Plaintiffs are attempting to enforce an agreement between the parties to settle the underlying lawsuit, which invoked federal question, diversity, admiralty and supplemental jurisdiction over federal and state claims based on common law, general federal maritime law and statutory law. Thus, a threshold issue in this case is which law, federal or state, governs the dispute. Plaintiffs completely fail to address the choice-of-law issue in their memoranda of law. (DEs 46, 50, 55, 79, 102). Indeed, it is unclear which law they believe should govern this dispute because they cite to multiple sources from multiple jurisdictions in support of their proposed .conclusions of law. (DE 102 at 13-39). Defendant argues that settlement agreements executed in Florida are governed by Florida law. (DE 103 at 16-19). It does not, however, provide any meaningful choice-of-law analysis beyond just asserting the general proposition. 1. The Choice of Substantive Law to be applied in this Case is Governed by Federal Maritime Choice-of-Law Rules because the Underlying Lawsuit Justifies the Exercise of Admiralty Jurisdiction The first step in a choice-of-law analysis, where a party has invoked subject matter jurisdiction on multiple grounds, is to determine the basis of the court’s jurisdiction or power to adjudicate the underlying claims. See, e.g., Calhoun v. Yamaha Motor Corp., U.S.A., 216 F.3d 338, 343 (3d Cir.2000); Aqua-Marine Constructors, Inc. v. Banks, 110 F.3d 663, 670 (9th Cir.1997) [hereinafter Aqua-Marine]. “This is so because a federal court sitting in diversity applies the choice-of-law rules of the forum state, ... whereas a federal court sitting in admiralty must apply federal maritime choice-of-law rules.” AquaMarine, 110 F.3d at 670 (citation omitted). The Court concludes, for purposes of this report and recommendation, that all of the claims against Defendant, regardless of how plead in the Complaint, are cognizable only in admiralty. First, the nature, character and subject matter of the underlying lawsuit relates to maritime service or maritime transactions. See, e.g., N. Pac. S.S. Co. v. Hall Bros. Marine Ry. & Shipbuilding Co., 249 U.S. 119, 122-29, 39 S.Ct. 221, 63 L.Ed. 510 (1919) (explaining, inter alia, that admiralty jurisdiction extends to matters of contract where the nature, character and subject matter of the contract relates to maritime service or maritime transactions). “It is well settled that a contract to repair a vessel is maritime.” Alcoa S.S. Co. v. Charles Ferran & Co., 383 F.2d 46, 50 (5th Cir.1967). Indeed, “[tjhose who repair a vessel or the equipment aboard it make a warranty, the implied warranty of workmanlike performance.” Houston-New Orleans, Inc. v. Page Eng’g Co., 353 F.Supp. 890, 898 (E.D.La.1972). “Consequently, a shipowner has a maritime cause of action whether he sues in contract for breach of warranty of workmanlike service or in tort for the negligent performance of a maritime contract.” Alcoa S.S. Co., 383 F.2d at 50. Here, Plaintiffs asserted a total of five claims for relief in the alternative to redress the same wrong — Defendant’s alleged failure to repair the M/Y Lady Jane’s port engine, or correct any malfunction occurring from defects in material or workmanship. If Plaintiffs had ultimately established liability under more than one of these claims, they would have been required to elect only one remedy because a party cannot obtain a double recovery for the same wrong. See generally 25 Am. Jur.2d Election of Remedies § 13 (2007) (discussing the timing of election, and the point at which the doctrine applies). Second, general federal maritime law preempts a claim for damages under the FDUTPA and the Magnuson-Moss Warranty Act. See DeRossi v. Nat’l Loss Mgmt., 328 F.Supp.2d 283, 288-89 (D.Conn.2004) (concluding that admiralty law preempts a claim under the Connecticut Unfair Trade Practices Act because “the damages provisions ... regarding attorney’s fees and punitive damages are not consistent with the standards established in admiralty law”); Stires v. Carnival Corp., 243 F.Supp.2d 1313, 1321-23 (M.D.Fla.2002) (dismissing claim under the FDUTPA, in an admiralty action, for failure to sufficiently plead damages, and striking request for punitive damages and attorney’s fees); Norwalk Cove Marina, Inc. v. S/V Odysseus, 90 F.Supp.2d 190, 192-93 (D.Conn.2000) (dismissing claim under the Connecticut Unfair Trade Practices Act, concluding that the statute conflicts with admiralty law because it “allows for the award of attorneys fees and punitive damages without meeting the standards established for such awards in admiralty law”), aff'd, 64 Fed.Appx. 319, 320 (2d Cir.2003); Delta Marine, Inc. v. Whaley, 813 F.Supp. 414, 416-17 (E.D.N.C.1993) (concluding that the North Carolina Unfair and Deceptive Trade Practices Act was preempted by admiralty law); Geftman v. Boat Owners Ass’n of the United States, No. C/A 2:02-1461-18, 2003 WL 23333312, at *1-5 (D.S.C. Dec. 2, 2003) (concluding that the South Carolina Unfair Trade Practices Act was preempted by admiralty law); cf. also Hetzel v. Bethlehem Steel Corp., 50 F.3d 360, 363-67 (5th Cir.1995) (concluding that the Texas Deceptive Trade Practices Act was preempted by the Longshore and Harbor Workers’ Compensation Act); Southworth Mach. Co. v. F/V Corey Pride, 994 F.2d 37, 40-42 (1st Cir. 1993) (concluding that attorney’s fees provision in the Massachusetts Consumer Protection Act could not be applied in the case because it was inconsistent with admiralty law); Garan Inc. v. M/V Aivik, 907 F.Supp. 397, 398-401 (S.D.Fla.1995) (concluding that the Florida offer-of-judgment statute was preempted by admiralty law because it permitted a party to recover attorney’s fees); Tarnawski v. Schenker, Inc., No. C02-5659 FDB, 2003 WL 22721987, at *4 (W.D.Wash. May 6, 2003) (concluding, inter alia, that the Washington Consumer Protection Act was preempted by the Carriage of Goods by Sea Act). But cf. F/V Robins Nest, Inc. v. Atl. Employers Ins. Co., Civ. A. No. 92-3900(JEI), 1994 WL 594592, at *1-3 (D.N.J. Oct. 24, 1994) (concluding that the New Jersey Consumer Fraud Act was not preempted by admiralty law). Thus, Counts V and VI of the Complaint may have been dismissed if this case ultimately had gone to trial. Third, general federal maritime law is applied regardless of whether the suit is brought in the admiralty forum, on the “law side” of the federal court in diversity or in state court. See, e.g., Butler v. Am. Trawler Co., 707 F.Supp. 29, 31-33 (D.Me. 1989) (applying admiralty law to maritime tort where plaintiff only invoked diversity jurisdiction). In its most basic form, Plaintiffs’ underlying lawsuit was nothing more than an action in admiralty for breach of warranty of workmanlike performance. Because the underlying lawsuit justifies the exercise of admiralty jurisdiction, the choice of substantive law to be applied in this case is governed by federal maritime choice-of-law rules. See, e.g., Calhoun, 216 F.3d at 343-45; Aqua-Marine, 110 F.3d at 670-73; Sundance Cruises Corp. v. Am. Bureau of Shipping, 7 F.3d 1077, 1080-81 (2d Cir.1993). 2. The Federal Maritime Choice-of-Law Rules After determining the basis of jurisdiction over the subject matter, the next step in the choice-of-law analysis is to determine the admiralty choice-of-law rule. See, e.g., Calhoun, 216 F.3d at 345-51; Aqua-Marine, 110 F.3d at 673-75; Sundance Cruises Corp., 7 F.3d at 1080-82. “When the court determines what rule governs the choice of law, it will then determine what law is to be chosen by that rule” under the particular facts and circumstances of the case. 15A C.J.S. Conflict of Laws § 27 (2007). A review of general federal maritime law reveals two choice-of-law rules that must be resolved in this case in order to properly determine the rights, liabilities and remedies of the parties. a. General Federal Maritime Law Governs the Validity and Enforceability of the Settlement Agreement because the Substantive Rights and Liabilities of the Parties Derive from Federal Law The first choice-of-law rule concerns the validity and enforceability of the settlement agreement. The enforceability or validity of a settlement agreement “is determined by federal law where the substantive rights and liabilities of the parties derive from federal law.” Villaneuva Compania Naviera, S.A. v. Bethlehem Steel Corp. (In re Complaint of Bankers Trust Co.), 752 F.2d 874, 883 (3d Cir.1984) [hereinafter Villaneuva]; accord Borne v. A & P Boat Rentals No. 4, Inc., 780 F.2d 1254, 1256 (5th Cir.1986); Gisclair v. Tug Chantel Naquin, Inc., 694 F.Supp. 204, 206 (E.D.La.1988). The settlement agreement in this matter is a contract to abandon claims that are cognizable only in admiralty. Accordingly, general federal maritime law governs the validity and enforceability of the settlement agreement. See Borne, 780 F.2d at 1256; Villaneuva, 752 F.2d at 883-84; Gisclair, 694 F.Supp. at 206. “The law to be applied in this case is federal, since the rationale behind the court’s admiralty jurisdiction is the interest in dealing with all the major concerns of the shipping industry as one body of law.” Villaneuva, 752 F.2d at 883-84. b. General Federal Maritime Law Governs the Interpretation of the Settlement Agreement because it is a Maritime Contract and because this Dispute is not Inherently Local The second choice-of-law rule concerns the interpretation of the settlement agreement. In order to determine which law applies, the Court must resolve two sub-issues: (1) whether the settlement agreement is a maritime contract; and (2) if so, whether the particular issue to be resolved is of such a local nature that state law should be applied. See, e.g., Alcoa S.S. Co., 383 F.2d at 50 (outlining the two-step analysis to determine which law governs the construction of the terms of a maritime contract). i. The Settlement Agreement is a Maritime Contract “When a contract is a maritime one, and the dispute is not inherently local, federal law controls the contract interpretation.” Norfolk S. Ry. Co. v. Kirby, 543 U.S. 14, 22-23, 125 S.Ct. 385, 160 L.Ed.2d 283 (2004) (citing Kossick v. United Fruit Co., 365 U.S. 731, 735, 81 S.Ct. 886, 6 L.Ed.2d 56 (1961)). “To ascertain whether a contract is a maritime one, [a court] cannot look to whether a ship or other vessel was involved in the dispute, as [the court] would in a putative maritime tort case.” Id. “Nor can [the court] simply look to the place of the contract’s formation or performance.” Id. at 24, 125 S.Ct. 385. “Instead, the answer ‘depends upon ... the nature and character of the contract,’ and the true criterion is whether it has ‘reference to maritime service or maritime transactions.’ ” Id. (quoting N. Pac. S.S. Co., 249 U.S. at 125, 39 S.Ct. 221). The settlement agreement is a maritime contract because its primary purpose, besides the “settlement” of the underlying admiralty claim, is to repair the M/Y Lady Jane’s port engine. See, e.g., Southworth Mach. Co., 994 F.2d at 38-41 (explaining that admiralty law governed contract involving the sale and installation of a rebuilt engine for use on an existing commercial vessel); Edward Leasing Corp. v. Uhlig & Assocs., Inc., 785 F.2d 877, 878-82 (11th Cir.1986) (exercising admiralty jurisdiction over claim for breach of a maritime contract for the removal, rebuilding and reinstallation of motor yacht’s two MTU diesel engines); Booth S.S. Co. v. Meier & Oelhaf Co., 262 F.2d 310, 311-13 (2d Cir.1958) (concluding that admiralty law governed the interpretation of a repair contract to overhaul vessel’s engines); Todd Marine Enters., Inc. v. Carter Mach. Co., 898 F.Supp. 341, 342-43 (E.D.Va.1995) (concluding that admiralty law governed contract to install new engines aboard vessel); cf. Alcoa S.S. Co., 383 F.2d at 50 (concluding that admiralty law governed contract to repair vessel’s boiler); Houston-New Orleans, Inc., 353 F.Supp. at 897-98 (concluding that admiralty law governed contract to repair a control panel on a barge, as well as a contract to fabricate a new console to be installed on the barge). See generally 1 Thomas J. Schoenbaum, Admiralty & Mar. L. § 5-7 (4th ed.2003) (discussing marine service contracts, shipbuilders and ship repairers); 1-XII Benedict on Admiralty (MB) §§ 181-91 (2006) (discussing maritime contracts, including contracts for the repair of ships (§ 187)). To achieve this objective, Defendant agreed to, inter alia, install two new factory built 16V 2000 M91 diesel engines, pay all costs for the removal of the original port and starboard 16V 2000 M90 diesel engines and all accessories, pay all costs for the removal of the gears connected to those engines, pay all costs for the installation of the two new engines, and pay all costs for the installation of the new gears and accessories for those engines. (SA ¶¶ 1^4). ii. This Dispute is not Inherently Local Having established that the settlement agreement is a maritime contract, this Court must clear a second hurdle before applying general federal maritime law to its interpretation. See Norfolk, S. Ry. Co., 543 U.S. at 27, 125 S.Ct. 385. “Is this case inherently local?” Id. “For not ‘every term in every maritime contract can only be controlled by some federally defined admiralty rule.’ ” Id. (quoting Wilburn Boat Co. v. Fireman’s Fund Ins. Co., 348 U.S. 310, 313, 75 S.Ct. 368, 99 L.Ed. 337 (1955) (applying state law to maritime contract for marine insurance because of state regulatory power over insurance industry)). “A maritime contract’s interpretation may so implicate local interests as to beckon interpretation by state law.” Id. (citing Fossick, 365 U.S. at 735, 81 S.Ct. 886). The Eleventh Circuit has summarized the task that a court must undertake when deciding whether to apply state law in an admiralty case. See Steelmet, Inc. v. Car-ibe Towing Corp., 779 F.2d 1485, 1488 (11th Cir.1986). The court explained: One must identify the state law involved and determine whether there is an admiralty principle with which the state law conflicts, and, if there is no such admiralty principle, consideration must be given to whether such an admiralty rule should be fashioned. If none is to be fashioned, the state rule should be followed. If there is an admiralty-state law conflict, the comparative interests must be considered — they may be such that admiralty shall prevail, as in Kos-sick, or if the policy underlying the admiralty rule is not strong and the effect on admiralty is minimal, the state law may be given effect, as in Olympic Towing. Id. (citations omitted). Thus, with respect to the settlement agreement’s interpretation, the parties in this case were obligated to identify a particular state rule of contract interpretation to determine whether there is an admiralty rule with which the state rule conflicts. The parties, however, have not articulated any specific state interest at stake regarding the settlement agreement’s interpretation. Indeed, they have not even raised this issue in their respective memo-randa of law. This Court has not been able to identify any competing state and federal interests regarding the rules of contract interpretation. Here, the touchstone “is a concern for the uniform meaning of maritime contracts.” Norfolk S. Ry. Co., 543 U.S. at 28, 125 S.Ct. 385. Accordingly, the Court will apply general federal maritime law to the settlement agreement’s interpretation. See id. at 27-29, 125 S.Ct. 385; Kossick, 365 U.S. at 738-42, 81 S.Ct. 886. B. The Primary Rules of Contract Interpretation under General Federal Maritime Law, and Common Law Rules and Doctrines Impacting the Interpretation and Construction of a Maritime Contract “Drawing from state and federal sources, the general maritime law is an amalgam of traditional common-law rules, modifications of those rules, and newly created rules.” E. River S.S. Corp. v. Transamerica Delaval Inc., 476 U.S. 858, 864-65, 106 S.Ct. 2295, 90 L.Ed.2d 865 (1986) (footnote omitted). It should, therefore, not come as a surprise to learn that general federal maritime law has adopted the general rules of contract interpretation and construction. See, e.g., United States ex rel. E. Gulf, Inc. v. Metzger Towing, Inc., 910 F.2d 775, 779 (11th Cir.1990); Cashman Equip. Corp. v. M/V GODFATHER, No. 05-6271, 2007 WL 934537, at * 2 (E.D.La. Mar. 23, 2007); cf. 11 Richard A. Lord, Williston on Contracts §§ 30:1 to 32:20 (4th ed.2006) (discussing rules applicable to the interpretation of a promise, agreement or term thereof). Before summarizing the rules of interpretation, it is important to understand the distinction between “interpretation” and “construction.” Richard A. Lord, author of the treatise Williston on Contracts, explains: The word “interpretation” is used with respect to the language chosen by the parties to manifest their intent; it is the process of applying the appropriate standards to words the parties have used in their agreement in order to determine the meaning of the words. “Construction,” on the other hand, involves the court determining, as a matter of law, not the sense of the words or symbols, but the legal meaning of the entire contract; the word is rightly used whenever the import of the writing is made to depend upon a special sense imposed by law. In short, interpretation involves ascertaining the meaning of contractual words, while construction involves deciding their legal effect. Thus, interpretation of the contractual language is the first step towards proper contract construction — the process which occurs when a court determines the legal effect an agreement will have. As understood in this sense, “construction” is necessarily a question of law, while “interpretation” may be a question of law or fact depending on whether the language of the contract is ambiguous or otherwise requires resorting to extrinsic evidence. 11 Lord, supra, § 30.T (footnotes omitted). When applying the rules of interpretation to ascertain the meaning of a maritime contract or a term thereof, a number of issues can arise depending on the specific facts and circumstances of each case. The law is fairly clear regarding the primary rules implicated in this case, which are summarized below. This discussion also includes a summary of common law rules and doctrines which, although not technically rules of interpretation, are closely related and, therefore, impact the interpretation and construction of a maritime contract. 1. The Primary Rules of Contract Interpretation “It is a generally accepted proposition that where the terms of a writing are plain and unambiguous, there is no room for interpretation, since the only purpose of judicial construction is to remove doubt and uncertainty.” 11 Lord, supra, § 30:4. “However, this formulation may be technically overbroad, in the sense that the interpretation of a contract requires an initial determination of whether the contract in ambiguous, either as written or as a result of an ambiguity arising during performance of agreement, and this determination itself involves an assessment of the contract’s meaning.” 11 id. § 30:4 (footnotes omitted). The determination of whether a contract is ambiguous is a question of law for the court. See East v. Premier, Inc., 98 Fed. Appx. 317, 319 (5th Cir.2004); Atl. Dry Dock Corp. v. United States, 773 F.Supp. 335, 338 (M.D.Fla.1991). It is important to note, however, that a maritime contract is not ambiguous merely because one of the parties disputes its proper interpretation. See Atl. Dry Dock Corp., 773 F.Supp. at 338. The primary purpose and function of a court in the interpretation of a maritime contract is to ascertain the intention of the parties. See, e.g., Premier, Inc., 98 Fed.Appx. at 319-20. See generally 11 Lord, supra, §§ 30:2, 32:2 (same). “[Courts] look to the contract as a whole to determine whether it unambiguously states the parties’ intentions.” Sander v. Alexander Richardson Invs., 334 F.3d 712, 716 (8th Cir.2003); accord Cashman Equip. Corp., 2007 WL 934537, at *2. If a court can ascertain the parties’ intent, it will give effect to it and interpret the contract and terms thereof accordingly. See O’Brien v. Miller, 168 U.S. 287, 297-300, 18 S.Ct. 140, 42 L.Ed. 469 (1897) (“The elementary canon of interpretation is, not that particular words may be isolat-edly considered, but that the whole contract must be brought into view and interpreted with reference to the nature of the obligations between the parties, and the intention which they have manifested in forming them.”). “The parties’ language will be deemed conclusively indicative of their intentions where it is reasonably susceptible to only one interpretation.” 11 Lord, supra, § 32:2. “Conversely, the language will be deemed ambiguous where it is reasonably susceptible to more than one interpretation.” 11 id. § 32:2; see also Premier, Inc., 98 Fed.Appx. at 319; Atl. Dry Dock Corp., 773 F.Supp. at 337-38. Stated differently, a contact or term thereof is ambiguous if, after applying established rules of interpretation, the written document “remains reasonably susceptible to at least two reasonable but conflicting meanings.” 11 Lord, supra, § 30:4. “Under federal maritime law, a court ‘may not look beyond the written language of the document to determine the intent of the parties unless the disputed contract provision is ambiguous.’ ” Metzger Towing, Inc., 910 F.2d at 779 (quoting Corbitt v. Diamond M. Drilling Co., 654 F.2d 329, 332-33 (5th Cir. Unit A 1981)); accord Hicks v. Ocean Drilling & Exploration Co., 512 F.2d 817, 825 (5th Cir. 1975), abrogated on other grounds, Johnson v. Odeco Oil & Gas Co., 864 F.2d 40, 42-43 (5th Cir.1989); see also Lowber v. Bangs, 2 Wall. 728, 69 U.S. 728, 736-37, 17 L.Ed. 768 (1864). Thus, when a maritime contract is unambiguous on its face, the parties’ intent must be gathered from the instrument itself without reference to extrinsic evidence. When a maritime contract is ambiguous, a factual question is presented to the meaning of its provisions and “the fact finder must interpret the contract’s terms, in light of the apparent purpose of the contract as a whole, the rules of contract construction, and extrinsic evidence of intent and meaning.” 11 Lord, supra, § 30:7 (footnotes omitted). In the absence of some contrary indication, words are given their plain, ordinary and everyday meaning as understood by a reasonable person. See Sander, 334 F.3d at 716; Atl. Dry Dock Corp., 773 F.Supp. at 338. “Each provision of a contract must be read in light of others so as to give the meaning reflected by the contract as a whole.” Cashman Equip. Corp., 2007 WL 934537, at *2. To the extent possible, every word, term or phrase of a maritime contract must be given effect and should be interpreted without rendering any of them meaningless or superfluous. See, e.g., Am. Roll-On Roll-Off Carrier, LLC v. P & O Ports Baltimore, Inc., 479 F.3d 288, 293 (4th Cir.2007); Chembulk Trading LLC v. Chemex Ltd., 393 F.3d 550, 555 (5th Cir.2004); Premier, Inc., 98 Fed.Appx. at 319; Cashman Equip. Corp., 2007 WL 934537, at *2. 2. Common Law Rules and Doctrines Impacting the Interpretation and Construction of a Maritime Contract a. The Ancient Maxim Noscitur a So-ciis The ancient maxim noscitur a sociis is a “cannon of construction holding that the meaning of an unclear word or phrase should be determined by the words immediately surrounding it.” Black’s Law Dictionary 1084 (7th ed.1999); see also 11 Lord, supra, § 32:6. In general, it is “often wisely applied where a word is capable of many meanings in order to avoid the giving of unintended breadth” to contract provisions. Jarecki v. G.D. Searle & Co., 367 U.S. 303, 307, 81 S.Ct. 1579, 6 L.Ed.2d 859 (1961). This maxim has already been recognized or applied in admiralty cases and, therefore, may be applied when interpreting a maritime contract. See, e.g., The Three Friends, 166 U.S. 1, 60, 17 S.Ct. 495, 41 L.Ed. 897 (1897) (discussing the decision in Nesbitt v. Lushington, 4 Term R. 783, where the maxim noscitur a sociis was applied to a maritime insurance policy); United States v. Rodgers, 150 U.S. 249, 278, 14 S.Ct. 109, 37 L.Ed. 1071 (1893) (Gray, J., dissenting) (applying the maxim noscitur a sociis to interpret a penal statute within the admiralty jurisdiction of the United States). b. The Supplying of an Omitted, Essential Term “Under ‘general principles of contract law,’ a failure to locate explicit contractual language does not mark the end of proper judicial interpretation and construction.” Dobson v. Hartford Fin. Servs. Group, Inc., 389 F.3d 386, 399 (2d Cir.2004). “When the parties to a bargain sufficiently defined to be a contract have not agreed with respect to a term which is essential to a determination of their rights and duties, a term which is reasonable in the circumstances is supplied by the court.” Restatement (Second) of Contracts § 204 (1981). b. The Implied Covenant of Good Faith and Fair Dealing Every maritime contract imposes an obligation of good faith and fair dealing between the parties in its performance and enforcement. See, e.g., Flores v. Am. Seafoods Co., 335 F.3d 904, 913 (9th Cir.2003); Misano di Navigazione, SpA v. United States, 968 F.2d 273, 274-75 (2d Cir.1992). See generally Restatement (Second) of Contracts § 205 (discussing the duty of good faith and fair dealing). “The duty embraces, among other things, an implied obligation that neither party shall do anything to injure or destroy the right of the other party to receive the benefits of the agreement.” 23 Lord, supra, § 63:22. “As a general principle, there can be no breach of the implied promise or covenant of good faith and fair dealing where the contract expressly permits the actions being challenged, and the defendant acts in accordance with the express terms of the contract.” 23 id. § 63:22. “This is so even where the contractual provision at issue is one that purports to grant to the defendant absolute discretion to take certain actions or engage in certain conduct under the contract; such a provision, stated simply, permits the defendant substantial latitude, and as long as the discretion is exercised as permitted under the contract, and without evident bad faith motive or malice, its exercise cannot be a breach of the more general implied promise of good faith and fair dealing.” 23 id. § 63:22. d. The Parol Evidence Rule ■ The parol evidence rule, despite its name, is not a rule of interpretation or construction, and is not a rule of evidence. See, e.g., Garza v. Marine Transp. Lines, Inc., 861 F.2d 23, 26 (2d Cir.1988); see also 11 Lord, supra, § 33:2. It is a substantive rule of contract law. See Garza, 861 F.2d at 26. In admiralty, the parol evidence rule is generally stated as follows: When two parties have made a contract and have expressed it in a writing to which they have both assented as the complete and accurate integration of that contract, evidence, whether parol or otherwise, of antecedent understandings and negotiations will not be admitted for the purpose of varying or contradicting the writing. 6-26 Corbin on Contracts (MB) § 573 (2006); accord Garza, 861 F.2d at 26; Har-Win, Inc. v. Consol. Grain & Barge Co., 794 F.2d 985, 987 (5th Cir.1986); Battery S.S. Corp. v. Refineria Panama, S.A., 513 F.2d 735, 738 (2d Cir.1975). “The parol evidence rule aims to ensure some measure of stability in commercial relations.” Garza, 861 F.2d at 26. “The purpose and essence of the rule is to avoid the possibility that fraud might be perpetrated if testimony as to subjective intent could be substituted for the plain meaning of a contract.” Id. “In the absence of ambiguity, the effect of admitting extrinsic evidence would be to allow one party ‘to substitute his view of his obligations for those clearly stated.’ ” Id. at 26-27 (quoting Eskimo Pie Corp. v. Whitelawn Dairies, Inc., 284 F.Supp. 987, 994 (S.D.N.Y. 1968)). “However, when the obligations are not clearly stated — when they are ambiguous — the parol evidence rule does not prevent the introduction of extrinsic evidence to aid in interpretation of the contract.” Id. at 27. “The rule excludes ‘only evidence of prior understandings and negotiations which contradicts the unambiguous meaning of a writing which completely and accurately integrates the agreement of the parties.’ ” Id. (quoting Battery S.S. Corp., 513 F.2d at 739-40 (emphasis in original)). “When extrinsic evidence is considered for the purpose of interpretation, the parol evidence rule is inoperative.” Garza, 861 F.2d at 27. “Then, the evidence is not considered to vary or contradict the terms of an integrated agreement; rather, the parol is used to determine what the terms of the agreement are.” Id. C. Burdens of Proof Because Plaintiffs’ motion to enforce the settlement agreement is similar to a breach-of-contract action, it is important to briefly discuss the parties’ respective burdens of proof on the claims and defenses presented herein. “The law is settled in admiralty actions that plaintiffs must prove their claims by a preponderance of the evidence, whether direct or circumstantial.” Witco Chem. Corp. v. M/V Miss Carolyn, 426 F.Supp. 373, 375 (W.D.La.1977); cf. 2 Am. Jur.2d Admiralty § 214 (2007) (“In admiralty, the party who has an affirmative issue has the burden of proving it, in the absence of an admission obviating the necessity of proof.”). The elements of a breach-of-contract claim are: (1) a valid contract; (2) a material breach; and (3) damages. See, e.g., 17A Am. Jur.2d Contracts § 707 (2007). An anticipatory repudiation is a breach of contract. See 23 Lord, supra, § 63:28. “An ‘anticipatory breach’ of a contract is one committed before the time when there is a present duty of performance and results from words or conduct indicating an intention to refuse performance in the future.” 23 id. § 63:29. “It consists of an outright refusal by a party to perform a contract or its conditions, or at least of some manifestation by one party to the other that the first cannot or will not perform some of its obligations under the contract.” 23 id. § 63:29. If a party claims that a contract or term thereof is ambiguous, the burden is upon that party to show the necessary indefiniteness of meaning. See 11 id. § 30:5. Similarly, “since there is a presumption that all parties act in good faith, the burden of proving a breach of the covenant of good faith and fair dealing is on the person asserting the absence of good faith.” 23 id. § 63:22. In the case at bar, the parties each have the burden of proof on their respective claims that the other party has breached the settlement agreement. D. Interpretation of the Settlement Agreement’s Disputed Terms, and Ascertainment of the Parties’ Intent The primary task in the interpretation of the settlement agreement is to ascertain the intention of the parties. The parties’ intent must be gathered from the instrument itself without reference to extrinsic evidence unless the settlement agreement is ambiguous. See Metzger Towing, Inc., 910 F.2d at 779. Plaintiffs argue, without reference to any particular word, term or phrase of the settlement agreement, that the clear language of the settlement agreement obligates Defendant “to pay all costs of installation without any limit as to the amount of cost or scope of work that they will or will not pay for to install the engines.” (DE 102 at 18 [emphasis added]). Specifically, they ask this Court to find that Defendant “is obligated to pay for all the costs of installing the new engines in Plaintiffs’ vessel, including whatever modifications to the exhaust systems, propellers or other [systems or] components that may be required for the engines and vessel to successfully pass a sea trial and to place the interior and exterior of the vessel cosmetically in a like condition to its current condition.” (Id. at 25). Plaintiffs also demand that Defendant is obligated to pay “the costs of the engineering analysis and modifications necessary to install the 16V 2000 M91 engines in Plaintiffs’ vessel with the ZF 2555 gears; and all equipment, work and cosmetic repairs necessary to complete the installation in accordance with good marine practice.” (Id. at 40). Finally, Plaintiffs contend that paragraph 9 of the settlement agreement “requires that there be a written agreement between the parties detailing the scope of work to be performed, the shipyard to do the work, and the payment arrangements and that [Defendant] should prepare the first draft of such an agreement.” (Id. at 28). The settlement agreement, however, does not specify some or all of the obligations as presented by Plaintiffs. Their interpretation of the settlement agreement is primarily based on extrinsic evidence. Because Plaintiffs are resorting to extrinsic evidence, they are in essence arguing that the settlement agreement is ambiguous. Specifically, they contend that the settlement agreement, as a whole, is ambiguous regarding the amount of costs or scope of work that Defendant is obligated to pay to install the new engines, gears and accessories. Plaintiffs also claim that paragraph 9 of the settlement agreement is ambiguous regarding the obligation to prepare a written agreement. In support of their alternative interpretations, Plaintiffs offered the following extrinsic evidence in the form of antecedent understandings and negotiations, subjective meaning and intent, usage of trade and course of performance: (1) the testimony of Brian Howe, Scott Woodruff, Lee Swanger, Gerald Abrams and Richard Learned; (2) the deposition transcripts of Brian Howe and Ulrich Kemnitz; and (3) miscellaneous correspondence and other documentary evidence. (DEs 82-86, 95, 99, 104). In opposition, Defendant offered the following extrinsic evidence: (1) the testimony of Thomas Schoepel; (2) the deposition transcript of George Cable; and (3) miscellaneous correspondence and other documentary evidence. (DEs 92, 94, 99). With respect to Plaintiffs’ argument that the settlement agreement, as a whole, is ambiguous regarding the amount of costs or scope of work that Defendant is obligated to pay to install the new engines, gears and accessories, Defendant concedes that the term “accessories” is “clearly ambiguous because the parties ascribe alternate constructions of this term.” (DE 103 at 21). They argue that the extrinsic evidence demonstrates that the term “accessories” does not include new propellers or modification to the exhaust system, and should be interpreted to mean component parts of engines, such as hydraulic pumps for power steering, alternators, starters, mounts, any special brackets that may be required for something in the application, flanges, fluid drivers for other systems, and stabilizers for power steering. (See id. [citing DE 104 at 121-23]). Defendant flat out rejects Plaintiffs’ argument that paragraph 9 of the settlement agreement is ambiguous. (See id. at 27-28). Instead, it argues that paragraph 9 only requires the parties to provide a written confirmation of the mutually agreeable shipyard, nothing more. 1. The Settlement Agreement, as a whole, is Unambiguous Regarding the Amount of Costs or Scope of Work that Defendant is Obligated to Pay to Install the New Engines, Gears and Accessories Paragraph 1 of the settlement agreement states: Detroit Diesel to install [two] new factory built 2000HP [16V 2000 M91 engines], including: A) All new gears and accessories for engines; B) All costs for install including all accessories. (SA ¶ 1). Paragraph 4 of the settlement agreement states: “Detroit Diesel to pay for shipyard cost for removal of engines, and all accessories.” (SA ¶ 4). Applying the primary rules of interpretation, the Court concludes that this plain language, with reference to all of the settlement agreement’s provisions, is reasonably susceptible to only one interpretation. The settlement agreement must be understood to mean that Defendant agreed to pay the reasonable costs to repair the M/Y Lady Jane, including the shipyard costs for removal of the existing engines, gears and accessories (SA ¶ 4), and all costs for installation of the new engines, gears and accessories (SA ¶ 1). The language in paragraph 1 must be read in conjunction with the language in paragraph 4. If accessories are removed when the engines are removed, common sense suggests that new accessories must or should be installed when the new engines are installed. In other words, if you take an accessory out of the vessel you must install a new accessory back into the vessel. When viewed in this context, and as a matter of interpretation, Defendant’s promise to install and pay for all new “accessories” is limited to (i) the costs or scope of work to replace the accessories that are removed when the engines and gears are removed, and (ii) the costs of any other minor fitting or attachment necessary to complete the installation of the new engines and gears. The ancient maxim noscitur a sociis lends additional support to the Court’s narrow interpretation. The meaning of the general phrase “accessories for engines” is controlled by the specific clause “Detroit Diesel to install [two] new factory built 2000HP [16V 2000 M91 engines].” Applying the maxim noscitur a sociis to the phrase “accessories for engines” avoids giving it an unintended breadth. Finally, the Oxford English Dictionary defines the word “accessory” to mean, inter alia, “minor fittings or attachments for a motor-car, etc.” Oxford English Dictionary (2d ed.1989). When this definition is used in the context of an engine, the word “accessories” or the phrase “accessories for engines” means the “minor fittings or attachments” for an engine. The Court’s conclusion above holds true notwithstanding Plaintiffs’ alternative interpretation and the extrinsic evidence proffered in support thereof. The plain language of the settlement agreement does not specify that Defendant must pay all costs to modify the M/Y Lady Jane’s exhaust system. It does not specify that Defendant must pay all costs to install new propellers. It does not specify that Defendant must pay all costs for other systems or components that may be required for the engines and vessel to successfully pass a sea trial and to place the interior and exterior of the vessel cosmetically in a like condition to its current condition. And it certainly does not specify that Defendant must pay all costs of the engineering analysis and modifications necessary to install the 16V 2000 M91 engines in Plaintiffs’ vessel with the ZF 2555 gears, and all equipment, work and cosmetic repairs necessary to complete the installation in accordance with good marine practice. If this Court were to adopt Plaintiffs’ interpretation, it would not only rewrite the contract, but would possibly render the settlement agreement too indefinite for enfo