The Michigan Court of Appeals, in a recent unpublished case, affirmed a trial court’s holding that contracts may be construed against the drafter where there is an ambiguity in the contract and the intent of the parties cannot be determined with outside evidence.
In Westridge Office Center, LLC v. Logan & Assoc., et al, Logan was renting an office suite from the Plaintiff. During the lease of the office suite, a portion of the roof collapsed and Plaintiff informed Logan that it would repair the roof within 90 days. Under the lease between Plaintiff and Logan, the Plaintiff had 90 days to make repairs before Logan could terminate the lease. However, under another provision in the same contract, Logan could terminate the lease if he was not able to occupy the office for 30 days due to disrepair.
When Logan terminated the lease after 30 days, but after less than 90 days of not being able to use the office, the Plaintiff brought a claim against Logan for breach of contract.
At trial it was clear that the contract contained an obvious conflict – under one provision Logan could terminate the lease after 30 days and under another provision Logan had to wait 90 days. Logan argued that it was not in breach of contract because the 30 day provision should be applicable while the Plaintiff argued that the 90 day provision should be applicable. Because the terms of the contract contained a contradiction and the intent of the parties could not be determined even with outside evidence, the Court ruled that the contract should be construed against the drafter.
Therefore, because the Plaintiff drafted the contract, the jury was to construe the conflict against the Plaintiff and find that the 30 day provision was applicable. Because Logan was able to terminate the lease when it could not occupy the premises for 30 continuous days, it was not liable for breach of contract.
The Court’s full opinion can be accessed at the link below:
If you have any questions, please contact the attorneys at Demorest Law Firm, PLLC.
