Witherspoon Wilson Associates v. Lexington County Community Mental Health Center

THIS OPINION HAS NO PRECEDENTIAL VALUE. IT SHOULD NOT BE CITED OR RELIED ON AS PRECEDENT IN ANY PROCEEDING EXCEPT AS PROVIDED BY RULE 239(d)(2), SCACR. THE STATE OF SOUTH CAROLINA In The Court of Appeals Witherspoon Wilson Associates, Respondent, v. Lexington County Community Mental Health Center, Appellant. Appeal From Lexington County Clyde N. Davis, Jr., Special Circuit Judge Unpublished Opinion No. 2008-UP-130 Heard February 5, 2008 – Filed February 20, 2008 REVERSED AND REMANDED Mark W. Binkley and R. Alan Powell, both of Columbia, for Appellant. David Andrew Maxfield and John S. Nichols, both of Columbia, for Respondent. PER CURIAM: In this breach of contract action, Lexington County Community Mental Health Center (the Center) appeals the grant of partial summary judgment to Witherspoon Wilson Associates (the Lessor). We reverse and remand. FACTS The Center, an outpatient facility of the South Carolina Department of Mental Health (SCDMH), entered into a seven-year lease (the Lease) with the Lessor, a developer and manager of commercial real estate and investment property. The leased property was a commercial building located in West Columbia, South Carolina. The lease term was to commence March 1, 2001, and end on February 29, 2008. During the lease term, the Center entered into lease agreements with two additional lessors. In July 2003, the Center entered into a lease, effective August 1, 2003, with Saluda Ridge, LLC for premises at 215 Palmetto Park, Lexington, South Carolina. In September 2003, the Center entered into a lease, effective September 1, 2003, with the Michael and Helen Masters Family Trust for premises at 3965 Fish Hatchery Road, Gaston, South Carolina. Over the next several months the Center continued to pay the Lessor rent under the Lease, but began moving various programs from the Lessor’s building to property either owned by the Center and SCDMH, or the recently leased properties at Palmetto Park and Fish Hatchery Road. On February 20, 2004, Mr. Richard Acton, the Center’s Executive Director, sent a letter to the Lessor giving notice that the Center was cancelling the Lease pursuant to Paragraph 6(f). Paragraph 6 of the lease, entitled “LESSEE CANCELLATION,” contained six provisions allowing the Center to cancel the Lease prior to the end of the lease term. Paragraph 6(f) provides: After applicable written notice to Lessor, [the Center] may cancel this lease without penalty, charge or further obligation: (f) after the first six (6) months from commencement date, by giving one hundred twenty days written notice, provided that the OCCUPANT moves into a building owned, leased or otherwise controlled by [the Center], SCDMH or any other public agency or entity. (emphasis added) After providing notice of cancellation, the Center paid rent for another 120 days, but thereafter ceased paying rent. The Lessor brought an action for breach of contract against the Center. The master, sitting as a special circuit judge, heard the matter upon a motion for partial summary judgment filed by the Lessor. The judge found the Center’s interpretation of the cancellation provision “absurd,” for under such a reading “there would literally be no circumstance under which [the Center] could not unilaterally cancel the lease simply by moving out and renting any other space that it preferred.” In making the determination, the judge applied contract construction principles. As a further basis for the ruling, the judge found Paragraph 6(f), at a minimum, was ambiguous “in its meaning or application.” Thus, the judge construed the clause against the Center, as the drafter of the Lease, and granted partial summary judgment in favor of the Lessor. This appeal follows. STANDARD OF REVIEW When reviewing the grant of summary judgment, an appellate court applies the same standard that governs the trial court under Rule 56, SCRCP: summary judgment is proper when there is no genuine issue as to any material fact and the moving party is entitled to judgment as a matter of law. Moore v. Weinberg, 373 S.C. 209, 215, 644 S.E.2d 740, 743 (Ct. App. 2007). In determining whether any triable issues of fact exist, the evidence and all reasonable inferences therefrom must be viewed in the light most favorable to the non-moving party. Osborne v. Adams, 346 S.C. 4, 7, 550 S.E.2d 319, 321 (2001). Summary judgment is appropriate if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law. Rule 56 (c), SCRCP; Moore, 373 S.C. at 215, 644 S.E.2d at 743. Summary judgment is not appropriate where further inquiry into the facts of the case is desirable to clarify the application of the law. Id. Summary judgment is a drastic remedy that should be cautiously invoked in order not to improperly deprive a litigant of a trial on the disputed factual issues. Murray v. Holnam, Inc., 344 S.C. 129, 138, 542 S.E.2d 743, 747 (Ct. App. 2001). LAW/ANALYSIS The Center contends summary judgment was improper because the court found the cancellation provision under Paragraph 6(f) ambiguous. Alternatively, the Center argues if the cancellation provision under Paragraph 6(f) is not ambiguous, summary judgment in favor of the Lessor was improper because the Center did not breach the lease. Where a motion for summary judgment presents a question as to the construction of a written contract, if the language employed by the agreement is plain and unambiguous, the question is one of law and can be properly disposed of at summary judgment. Hansen v. United Services Automobile Assoc., 350 S.C. 62, 67, 565 S.E.2d 114, 116 (Ct. App. 2002). However, where the motion for summary judgment presents a question as to the construction of a written contract, and the contract is ambiguous because the intent of the parties cannot be gathered from the four corners of the instrument, summary judgment is improper. Gilliland v. Elmwood Properties, 301 S.C. 295, 299, 391 S.E.2d 577, 579 (1990). An ambiguous contract is a contract capable of being understood in more than one way or a contract unclear in meaning because it expresses its purpose in an indefinite manner. Klutts Resort Realty, Inc. v. Down’Round Dev. Corp., 268 S.C. 80, 89, 232 S.E.2d 20, 25 (1977). In this case, on a motion for summary judgment, the court found Paragraph 6(f) created an ambiguity “in its meaning [and] application.” The court further found the Center’s interpretation of the cancellation provision “absurd” and utilized principles of contract construction to resolve the ambiguity instead of proceeding to a hearing on the merits. Where a contract is ambiguous and capable of more than one construction, the matter is one to be determined by the fact finder. See e.g. HK New Plan Exchange Property Owner I, LLC v. Coker, 375 S.C. 18, 23, 649 S.E.2d 181, 184 (Ct. App. 2007); Wheeler v. Globe Rutgers Fire Ins. Co. of City of N.Y., 125 S.C. 320, 325, 118 S.E. 609, 610 (1923). Therefore, we find the court improperly resolved the ambiguity on summary judgment.[1] In light of our disposition, we need not address the Center’s remaining issue. See Whiteside v. Cherokee County Sch. Dist. No. One, 311 S.C. 335, 340-41, 428 S.E.2d 886, 889 (1993) (appellate court need not address a remaining issue when resolution of prior issue is dispositive). Accordingly, the decision is REVERSED AND REMANDED. HUFF and PIEPER, JJ, and GOOLSBY, A.J., concur. [1] We note that it is possible for a court to reject an absurd interpretation as a matter of law. Holden v. Alice Mfg., Inc., 317 S.C. 215, 221, 452 S.E.2d 628, 631 (Ct. App. 1994) (finding a contract must be interpreted in its natural and ordinary sense, such that it receive “sensible and reasonable construction and not such construction as will lead to absurd consequences or unjust results.”). At oral argument, we questioned counsel as to whether the matter was submitted for a decision on the merits as opposed to a decision based solely on summary judgment principles. While this court received conflicting responses, we must base our decision on the record which does not indicate the matter was postured as a “merits” decision to the trial court. Before the judge reached a decision as to which interpretation to adopt, he concluded an ambiguity existed that would allow for him to consider either opposing interpretations or the intention of the parties; absent an agreement to do so, these matters are not properly resolved by summary judgment.