(dissenting) — If an insurance contract is clear and unambiguous, it must be enforced as written. This court should not modify clear and unambiguous language or revise an insurance contract under the theory of construing *698it. American Star Ins. Co. v. Grice, 121 Wn.2d 869, 874, 854 P.2d 622 (1993); Britton v. Safeco Ins. Co. of Am., 104 Wn.2d 518, 528, 707 P.2d 125 (1985). Nothing in the language of endorsement 12 indicates that it or the word "acquisition” is ambiguous. To the contrary, its purpose is clear. Its language is direct. Endorsement 12 reads as follows:
In consideration of the premium charged, it is hereby understood and agreed that the insurer shall not be liable to make any payment for any claim or claims made against Directors and Officers arising out of any merger, acquisition or divestiture or any merger, acquisition or divestiture negotiations, or any attempted merger, acquisition or divestiture negotiations involving the insured, any other entity any/or [sic] individual, including but not limited to all subsequent shareholder derivitive [sic] or representative actions resulting therefrom.
(Italics mine.) Clerk’s Papers, at 100. The plain language of endorsement 12 informs the average policyholder that no insurance coverage exists for any claim associated with a merger, acquisition or divestiture. The "plain, ordinary, and popular” definition of "acquisition” under the facts and circumstances of this case is: the purchase of stock in a target company whereby the acquiring entity gains control or comes into possession of the target company. Here, the negotiated purchase of 61 percent of TBC’s stock by 21 investors, all of whom participated in a voting trust, allowed the investors to control TBC and constitutes an acquisition. Under endorsement 12 any claim relating to any acquisition is not covered. This case involves a claim relating to an acquisition and endorsement 12 does not provide coverage. The majority holds otherwise, and I respectfully dissent.
The word "acquisition” is not defined in the National Union insurance policy. Undefined terms in an insurance contract are given their "plain, ordinary, and popular” meaning. Boeing Co. v. Aetna Cas. & Sur. Co., 113 Wn.2d 869, 877, 784 P.2d 507, 87 A.L.R.4th 405 (1990). To ascertain the ordinary meaning of a word, Washington courts look to standard English dictionaries. Boeing, at 877; Estate of Jordan v. Hartford Accident & Indem. Co., 120 Wn.2d *699490, 502, 844 P.2d 403 (1993). A legal or technical meaning of a word must not be used by a court unless it is clear to both parties that a legal or technical meaning was intended. Boeing, at 882. Absent mutual intent, an undefined word must be given its ordinary meaning.
A standard English dictionary defines "acquisition” as "the act or action of acquiring”. Webster’s Third New International Dictionary 19 (1986). "Acquire”, in turn, means "to come into possession, control, or power of disposal”. Webster’s, at 18. Importing the plain, ordinary and popular meaning of acquisition into the National Union insurance policy, paying close attention to the context in which the word "acquisition” was used, i.e., "merger, acquisition, or divestiture”, acquisition means: the purchase of stock in a target company whereby the acquiring entity gains control or comes into possession of the target company. Here, four facts: the stock purchase agreement, the TBC bylaws, the voting trust, and a confidential Midland Capital memorandum, support the conclusion that the 21 investors acquired TBC.
The stock purchase agreement evidences that the investors acted as a group and with the purpose of obtaining a controlling interest in TBC. On January 4, 1985, Midland Capital Corporation, Midland Venture Capital Limited, and 19 other investors (hereinafter collectively referred to as "the investors”) purchased 61 percent of TBC stock pursuant to a 51-page negotiated stock purchase agreement. This agreement with TBC was signed by 'all 21 investors and it mandated that the stock purchase take place on a single closing date. In the agreement, TBC made numerous warrants and promises. For example, TBC warranted that (1) there were no outstanding options, calls, or rights to purchase common stock; (2) all property was free and clear from any mortgages or liens; (3) no litigation was pending which could adversely affect the company; (4) all laws and taxes had been complied with and paid; and (5) the company had title to all property. Similar warrants were made by At-Sea Incineration, Inc., TBC’s only subsidiary. Furthermore, all investors made *700similar warrants to TBC, an act evidencing an acquisition more than a mere purchase of stock.
The TBC bylaws also support the opinion that the investors controlled TBC. The bylaws declare that seven people shall sit on the Board of Directors (Board) and that the Board is vested with the general power to manage TBC. The Board selects the chief executive officer, president, vice president, secretary and treasurer of TBC, all of whom serve at the pleasure of the Board. The president controls the day-today operations of TBC. The negotiated stock purchase agreement provided that the investors had the power to appoint four new members to the 7-member TBC Board. The investors controlled the Board and the investors controlled TBC.
The voting trust, a contract between the investors, indicates that the investors acted in concert. Most importantly, the voting trust agreement was signed by all the investors. It was irrevocable at the discretion of any investor and was applicable to all heirs, assignees and transferees. The managing directors of Midland Capital and Midland Venture were named in the trust agreement as trustees. The voting trust controlled 61 percent of the outstanding shares of TBC and it gave the two trustees absolute power to vote all 61 percent of those shares.
While this Trust Agreement is in effect, the Trustees, in their unrestricted discretion, in person, by proxy or by written consent, jointly or singly, shall have the full and unqualified right and power to vote the Shares for the election of any person or persons (including the Trustees) as directors of the Company, to waive notice of meetings of stockholders of the Company and otherwise to act in connection with the voting of the Shares in the same manner and to the same extent as if they were the absolute owner thereof in their own right. On all other proposals or matters . . . the Trustees shall be entitled to vote the Shares, for or against such proposal or matter, or to refrain from voting, as they, in their sole discretion shall determine.
Clerk’s Papers, at 762. Although the voting trust was initially set to expire after 2 years, the trust could terminate prior to the 2-year period if the TBC shares were registered *701under the Securities Exchange Act of 1934, both trustees died, or a trustee did not sit on the TBC Board. These contingent events, however, do not destroy the voting trust.
A confidential Midland Capital Corporation memorandum dated September 1984 announced: "We are purchasing control of a company which has simultaneously experienced labor, management, volume, pricing, developmental, and confidence problems.” (Italics mine.) Clerk’s Papers, at 866. The memorandum also states that it is the intention of the trustees to "spin-off” At-Sea Incineration, Inc., to make their investment more profitable:
The Company’s earnings have been penalized by the carrying costs of At-Sea Incineration, Inc. We intend to spin-off At-Sea, thereby reducing the earnings drag and the management divergence created by At-Sea. . . . We believe the spin-off may create an opportunity among investors to recoup a portion of this investment if they so desire.
Clerk’s Papers, at 867. The confidential memorandum is further evidence that the investors wanted control of TBC and that they acted in concert to obtain that control.
The majority holds the word "acquisition” ambiguous and defines "acquisition” as follows: "ownership of a majority of a corporation’s stock by a single entity(Italics mine.) Majority, at 694. I disagree with the majority’s conclusion that the word "acquisition” is ambiguous. I also disagree with the majority’s application of the facts in this case to its definition of "acquisition”. The majority mistakenly concludes that a change in ownership did not occur and erroneously holds that the investors did not act as a single entity or in concert when they purchased 61 percent of TBC’s stock.
The majority erred when it extended the definition of "acquisition” to include ownership. Ownership was brought into the equation when "acquisition” was defined with a legal dictionary. Acquisition is "[t]he act of becoming the owner of certain property”. Black’s Law Dictionary 24 (6th ed. 1990). Majority, at 692. The use of a legal dictionary, which by title and common sense indicates that it will contain a legal or technical meaning, is inappropriate unless the party propos*702ing the legal definition proves that it was clear to both parties that a legal meaning was intended. Boeing, 113 Wn.2d at 882. Here, the majority found that no mutual intent exists with respect to the meaning of "acquisition”. Majority, at 682. Notwithstanding the Boeing rule, the majority gives "acquisition” a legal definition. This is error; Black’s Law Dictionary is not a standard English dictionary. In Huddleston v. United States, 415 U.S. 814, 39 L. Ed. 2d 782, 94 S. Ct. 1262 (1974), the Supreme Court interpreted a federal firearm statute that employed the word "acquisition”. The Court interpreted the statute and held that "acquisition”, as used in 18 U.S.C. § 922(a)(6), is not ambiguous. Huddleston, at 823. It defined "acquire” using a standard English dictionary as " 'to come into possession, control, or power of disposal of.’ ” Huddleston, at 820 (quoting Webster’s New International Dictionary (3d ed. 1966)). Consequently, the majority inappropriately created an ambiguity by importing a legal meaning into the "plain, ordinary, and popular” meaning of the word "acquisition”. If ownership is removed from the majority’s definition, acquisition is defined as control, and the evidence overwhelmingly supports the conclusion that the investors controlled TBC.
Arguendo, if the facts are to be construed to establish the requisite mutual intent for the use of a technical or legal definition, a technical meaning should not come from a legal dictionary, but rather from an expert in the field, a hornbook, or a legal textbook. Chapter 13 in Soderquist & Sommer’s corporate law textbook is entitled "Mergers arid Acquisitions”. Larry D. Soderquist & A. A. Sommer, Jr., Understanding Corporation Law 233 (1990). In the first paragraph of this chapter, the authors acknowledge that "[t]he title is . . .a misnomer, because mergers and acquisitions are not two different things. Mergers are simply one form of acquisition.” L. Soderquist & A. Sommer, at 233. Thereafter, the authors highlight the various forms of acquisitions: mergers, consolidations, asset acquisitions, tender offers, and negotiated purchases of stock. L. Soderquist & A. Sommer, at 233-38. If this textbook definition of "acquisition” were applied, an acquisition *703occurred because the investors purchased their TBC shares pursuant to a 51-page negotiated stock purchase agreement.
Furthermore, the word "acquisition” should not be ruled ambiguous on the basis that it can be defined by two nonsynonymous terms. Ownership and control are coextensive terms and may both be used to define "acquisition” without rendering the word ambiguous. If the majority’s holding is that words having a range of acceptable and reasonable meanings are by reason thereof ambiguous, all words would then have the potential to be construed as ambiguous. It would therefore be impossible to enter into a contract without defining every word, and even then those definitions would be subject to an ambiguity interpretation.
If ownership and control are both incorporated into the definition of acquisition, the majority erred when it held that a change in ownership did not occur. On January 3, 1985, TBC was owned 100 percent by prenegotiated stock purchase agreement shareholders. On this same date, the investors owned 0 percent of TBC. On January 4, 1985, this equation materially changed. Pursuant to the stock purchase agreement, the investors purchased approximately 7,373,500 shares of TBC, a 61 percent interest. As a result, the prenegotiated stock purchase agreement shareholders’ ownership diminished from 100 percent to 39 percent. Thus, a 61 percent change in ownership occurred on January 4, 1985. To hold otherwise ignores the stock purchase agreement and the effect it had on the prenegotiated stock purchase agreement shareholders.
I also take issue with the majority’s definition of "acquisition” because it would require one entity to purchase a majority of the TBC shares. The majority holds that because the voting trust did not own the shares, it is not an entity for purposes of determining whether any group had control over TBC. A group for purposes of the Securities Exchange Act of 1934 need not be formally organized nor need it memorialize its intentions in writing; all that is required is that its members combine in furtherance of a common objective. International Banknote Co. v. Muller, 713 *704F. Supp. 612, 619 (S.D.N.Y. 1989). A group may be found when there is an agreement to act in concert with respect to purchasing, voting, disposing, or holding of shares. Torchmark Corp. v. Bixby, 708 F. Supp. 1070, 1083 (W.D. Mo. 1988) Here, the majority’s conclusion that the investors did not act as a group overlooks the specific terms of the voting trust agreement and the negotiated stock purchase agreement. The voting trust agreement gave the two trustees the power to vote 61 percent of TBC shares. The negotiated stock purchase agreement gave the two trustees and two investor members the authority to sit on the TBC Board. Together, these powers gave the investors control of TBC.
The word "acquisition” is not ambiguous. The plain, ordinary, and popular meaning of "acquisition” when applied to the facts of this case demonstrates that the investors acquired TBC. Endorsement 12 excludes insurance coverage for any claim arising from an acquisition. This is a claim arising from an acquisition and the policy does not provide coverage. I would reverse the Court of Appeals and grant summary judgment for National Union.
Andersen, C.J., and Durham and Madsen, JJ., concur with Guy, J.