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The partnership is Wisconsin RSA # 10 L.P. (Partnership), formed in 1989 as a joint venture among five firms that wanted to enter Wisconsin's cellular communications market. The five original members were Casco Telephone, Universal Cellular, P, Lakefield Communications, and Wayside Telecom. Three clauses of the agreement create rights of first refusal. Section 11.1 says that, before any member may sell its stake, any of the other members can step in to acquire that interest. Sections 11.3 and 11.5 qualify this rule by allowing subsets of the members to transfer interests among themselves: § 11.3 says that P may sell to Wayside, or the reverse, without conferring a right of first refusal on the other three members, and § 11.5 deals with transactions among Casco, Universal, and Lakefield. Universal Cellular has many subsidiaries; the one participating in this partnership was 'Universal Cellular for Wisconsin RSA # 10, Inc.' Universal Cellular also has a parent, D, and the acquisition of this parent in 2002 by Alltel Corp. is what led to the current dispute. A state court held that transfer of control at the level of a corporate parent can activate § 11.3. The parties have assumed that this conclusion applies to § 11.5 as well--though they agree that it does not apply to § 11.1. When Alltel acquired CenturyTel, P tried to scoop up Universal Cellular's ownership interest in the Partnership. Universal protested that § 11.1 does not confer that option on P, because it applies only when a member proposes to sell its interest, which Universal had not done. P agreed with this reading of § 11.1. P claims that the acquisition of Universal Cellular's parent activated § 11.5. P posits that when Lakefield did not buy out Universal's interest, the penultimate sentence of § 11.5 came into play: 'Any interest not so purchased [by Lakefield within 30 days] . . . shall be subject to purchase by any of the other partners.' The judge relied on the last sentence of § 11.5: 'It is the intention of the parties that this paragraph shall apply only to sales by CASCO TELEPHONE COMPANY, UNIVERSAL CELLULAR . . . or LAKEFIELD COMMUNICATIONS, INC., or their affiliates to each other, or their affiliates, so as to give each of these entities the first right and option to purchase additional interests in the Partnership.' Universal did not sell its membership to Lakefield, nor was D acquired by Lakefield. Because none of the three members listed in § 11.5 transferred any asset to any other member specified in § 11.5, this paragraph drops out and leaves only § 11.1. Everyone agrees § 11.1 does not afford P a right of first refusal. P maintains that the court's reading frustrates a major purpose of clauses such as §11.5: to give the original partners a right to keep strangers out of their business ventures. P asserted that parol evidence supports its reading of § 11.5. P claims § 11.5 is ambiguous and therefore must be construed by a jury rather than a judge. The court ruled for D, and P appealed.

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