District court properly considered industry usage in determining whether a certain term was ambiguous, ultimately basing its judgment upon finding both the specific referent and the industry benchmark to be reasonable readings.
Agreement not susceptible of reformation, since the claimed error was the mutual mistake of sophisticated parties, so there's no basis for saying that the present agreement doesn't reflect the original intentions of the agreement.
District court abused its discretion in denying fees, as the movant prevailed on their central claim.
Counter-party's refusal to proceed under an industry benchmark once the specific rate-setting mechanism ceased to exist wasn't an anticipatory repudiation, since they were still performing their unaffected obligations under the contract. Since the dispute went to pricing and not the special purpose of the contract, neither was it a material breach of the contract.
CONCURRING IN PART, CONCURRING IN THE JUDGMENT:
The question on fees isn't whether a party was a prevailing party, but whether, under the contract, a party was a defaulting party.
Southern Coal Corporation, et al v. Drummond Coal Sales, Inc.