734-359-7018
Now Accepting New Clients!
Blog

CONTRACT 15: The court held that the plaintiff received the benefit of his bargain with defendant. Thus, the trial court did not err when it granted defendant summary disposition as to his breach-of-contract claim.

Plaintiff contracted with Defendant for the installation of a geothermal heating and cooling unit for a home he was constructing. Plaintiff brought suit under theories of breach of contract and negligence—among other causes of action not relevant to this appeal— claiming that defendants had agreed to install a 5-ton unit and failed to do so, and claiming that the NVV048A unit did not properly heat his home. Defendants moved for summary disposition under MCR 2.116(C)(10), arguing that plaintiff’s breach-of-contract claim was without merit because plaintiff received a geothermal unit with a 5-ton heating capacity, which is the deal that plaintiff bargained for. The court concluded that the contract between plaintiff and defendants contained a latent ambiguity with respect to defendants’ reference to the size of the NVV048A as a 5-ton unit. In the trial court’s view, it was ambiguous whether the notation referred to the unit’s heating or cooling capacity. In any event, the court concluded that defendants had installed the exact model for which plaintiff had bargained, and that plaintiff had presented no evidence to support his suggestion that the unit did not function as expected. The court granted defendants’ motion for summary disposition, and this appeal followed.

STANDARD OF REVIEW

We review a trial court’s decision on a motion for summary disposition de novo. We review motions “brought under MCR 2.116(C)(10) by considering the pleadings, admissions, and other evidence submitted by the parties in the light most favorable to the nonmoving party.” “Summary disposition is appropriate . . . if there is no genuine issue regarding any material fact and the moving party is entitled to judgment as a matter of law.” We also review the interpretation of a contract as a question of law reviewed de novo, “including whether the language of a contract is ambiguous and requires resolution by the trier of fact.”

BREACH OF CONTRACT

Plaintiff first contends that the trial court erred when it granted summary disposition in defendants’ favor as to plaintiff’s breach-of-contract claim. Specifically, plaintiff contends the contract required installation of a 5-ton geothermal unit, and defendants installed a 4-ton unit, thereby breaching the contract. As noted, the trial court concluded the contract was ambiguous with respect to whether the notation in the contract to a 5-ton size referred to the NVV048A’s heating or cooling capacity. With reference to extrinsic evidence, the court found that the parties intended to install a geothermal unit that produced a 5-ton heating capacity, which is, in fact, what defendants installed. We can discern no error from the trial court’s finding. “A valid contract requires five elements: (1) parties competent to contract, (2) a proper subject matter, (3) legal consideration, (4) mutuality of agreement, and (5) mutuality of obligation.”). Consideration of extrinsic evidence is generally not permitted to interpret an unambiguous contract.). If a contract is ambiguous, however, extrinsic evidence is permitted to assist the trial court to determine the intent of the parties. Contract ambiguities are either patent or latent. “[E]xtrinsic evidence may not be used to identify a patent ambiguity because a patent ambiguity appears from the face of the document. However, extrinsic evidence may be used to show that a latent ambiguity exists.”  A latent ambiguity exists when the language in a contract appears to be clear and intelligible and suggests a single meaning, but other facts create the necessity for interpretation or a choice among two or more possible meanings. To verify the existence of a latent ambiguity, a court must examine the extrinsic evidence presented and determine if in fact that evidence supports an argument that the contract language at issue, under the circumstances of its formation, is susceptible to more than one interpretation. Then, if a latent ambiguity is found to exist, a court must examine the extrinsic evidence again to ascertain the meaning of the contract language at issue. We agree with the trial court that a latent ambiguity existed with respect to the designation of the NVV048A as a 5-ton unit in the parties’ contract. The contract refers to the NVV048A as having a “5 TON” size, but it is unclear in the contract whether the notation refers to the heating or cooling capacity of the NVV048A, or whether it simply refers to the nomenclature of the manufacturer. What is uncontroverted, however, is that the unit installed in plaintiff’s house had a 4-ton cooling capacity and a 5-ton heating capacity, which, according to defendants’ unrebutted heat-loss analysis, was what was needed to satisfy plaintiff’s heating and cooling needs. Evidence presented in the lower court suggests that plaintiff at one time understood this difference. In an email exchange between plaintiff and Carpenter, plaintiff inquired whether a 4-ton unit would suffice for his home, and Carpenter responded that “a 5 ton is what is needed to heat your home, this is what was quote [sic] on the list you sent.” In our opinion, the extrinsic evidence demonstrated the parties’ intent was to install a unit that would heat and cool plaintiff’s house efficiently, and Carpenter explained that the NVV048A would do so on the basis of its 5-ton heating capacity.

CONCLUSION

We see no error in the trial court’s conclusion that plaintiff intended to contract for a geothermal unit with a 5-ton heating capacity, and that plaintiff did, in fact, receive that unit. Plaintiff received the benefit of his bargain with defendants, and the trial court did not err when it granted summary disposition in defendants’ favor as to plaintiff’s breach-of-contract claim

PUT OUR CONTRACT LAW EXPERIENCE TO WORK FOR YOU

When you are involved in a dispute over a contract, it is important to secure effective legal representation. As a client of Aldrich Legal Services, you will benefit from working with Michigan contract lawyers who have experience in litigating contract matters.

Contact Aldrich Legal Services

Speak to a Pro: (734) 404-3000

 

Michigan Expungement Law Updates For 2021

There has been a new laws regarding expungements for the state of Michigan.  Gov. Gretchen Whitmer signed legislation that expands the criteria for expungements related to traffic offenses, marijuana convictions, and minor...

Wills and Trusts

Originally posted on: 02/14/2014 Aldrich Legal Service provides legal advice and representation for residents in Plymouth, Ann Arbor, and Southeast Michigan. We also review recent legal cases to examine what took place and what we can...

REAL ESTATE 68: Holding that plaintiffs-buyers’ allegations of fraud in this case arising from the sale of a residence did not preclude the trial court from granting defendants’ motion for summary disposition based on a release, the court affirmed.

This cause of action arises from plaintiffs’ purchase of a residence from defendant, who had rights in the house under a land contract from co-defendant, the legal owner of the house. Before the house was for sale, in January 2018, an upstairs...

REAL ESTATE 65: Determining that it could not conclude the trial court erred in its factual findings, and that it did not err in reforming a 2005 deed, the court affirmed the ruling that defendants were fee simple owners of the disputed 50-foot area

This case arose from a real-property dispute between brothers, as well as their respective wives. After a bench trial, the trial court rendered its findings of fact. The trial court determined that plaintiffs did not prove that excluding the...

FAMILY LAW 58: The trial court did not err by denying defendant-father’s motion to change custody and modify his parenting time of the parties’ child without having an evidentiary hearing to determine if there was proper cause or a change in circums

This case arose from a custody and parenting-time dispute between plaintiff-mother and father over their minor child. After father failed to respond to the paternity complaint within the 21 days of receipt of the complaint, mother filed an affidavit...

DIVORCE 53: Although the court affirmed the trial court’s decisions to deny defendant’s motions to set aside the default and the default JOD, it vacated the portions of the default JOD as to the distribution of marital property, custody, parenting t

Plaintiff filed for divorce. Defendant filed an answer and a counterclaim for divorce.  Plaintiff and defendant were both ordered to appear at the settlement conference. After defendant failed to appear, the trial court entered a default. Soon...

FAMILY LAW 53: The trial court erred by treating the parties’ GAL as an LGAL and denying the parties the right to question her at a hearing; however, the trial court did not err in requiring the parties to compensate the GAL for her services.

Plaintiff and Defendant were never married, but share a young son who was born in 2016. The parties have battled over custody, child support, and other parenting issues ever since. In the spring of 2019, the parties filed competing motions to modify...

The Difference Between Theft, Robbery, and Burglary

Original Post: 1/11/2019 Often, burglary, robbery, and theft are used interchangeably even though there are distinct differences between all of them. Though, what all three do have in common is they may involve the unlawful taking of...

Don't let a bad decision, unfair contract, or a messy divorce get in the way of a promising future!
Contact the experienced team at Aldrich Legal Services today to schedule your free initial
consultation
and secure reliable and trustworthy representation today!
Get the Help You Need From a Team You Can Truly Count On: (734) 404-3000
734-237-6482
734-366-4405