27 N.E.3d 1154
Ind. Ct. App.2015Background
- Lake County contracted with U.S. Research Consultants (Consultant) to collect delinquent real property taxes and pay Consultant commissions; agreements ran from 2000 with renewals and revisions to fee percentages (20% down to 15% for non‑suit collections).
- Contracts assigned Consultant 100% of the County’s “Real Property Tax Collection Cases” and required Consultant to follow instructions from the County Treasurer; they used the term “delinquent monies” but did not define it.
- County practice/treasurer instruction limited Consultant’s work to “prior year” taxes (delinquent a year or more), excluding “last year” taxes (less than one year delinquent) despite those carrying penalties.
- Consultant sent collection letters only for prior‑year accounts and submitted commission claims only for those amounts; Treasurer’s office and Consultant employees’ deposition testimony confirmed this course of conduct.
- Consultant sued for breach after contract termination alleging unpaid commissions (over $200,000, later seeking $1,076,896.92). Trial court granted partial summary judgment to Consultant defining “delinquent” broadly and later entered final judgment for Consultant.
- The county appealed, arguing the contracts should be read to permit the Treasurer to designate which accounts were assigned (i.e., only prior‑year accounts), and that extrinsic course‑of‑performance evidence showed the parties’ understanding.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| What scope does “delinquent monies”/“delinquent” have under the contracts? | “Delinquent” means any tax not paid when due; Consultant entitled to commissions on all delinquent taxes recovered. | Contracts assign Consultant tax collection cases and require Treasurer instructions; Treasurer could limit assigned collection cases to prior‑year accounts, so Consultant only entitled to commissions on those. | Reversed trial court: contracts construed to mean Consultant collects delinquent monies only for the collection cases assigned by the Treasurer (i.e., Treasurer decides which accounts are collection cases). Partial summary judgment for County on contract interpretation. |
Key Cases Cited
- Neu v. Gibson, 928 N.E.2d 556 (Ind. 2010) (standard for reviewing summary judgment).
- Diversified Invs., LLC v. U.S. Bank, NA, 838 N.E.2d 536 (Ind. Ct. App. 2005) (appellate standard when parties file cross‑motions for summary judgment).
- TW Gen. Contracting Servs., Inc. v. First Farmers Bank & Trust, 904 N.E.2d 1285 (Ind. Ct. App. 2009) (contract interpretation at summary judgment appropriate).
- Jenkins v. S. Bend Cmty. Sch. Corp., 982 N.E.2d 343 (Ind. Ct. App. 2013) (de novo review for contract construction).
- Citimortgage, Inc. v. Barabas, 975 N.E.2d 805 (Ind. 2012) (determine parties’ intent from contract language when unambiguous).
- Univ. of S. Ind. Found. v. Baker, 843 N.E.2d 528 (Ind. 2006) (use four corners of an unambiguous contract).
- Claire’s Boutiques, Inc. v. Brownsburg Station Partners LLC, 997 N.E.2d 1093 (Ind. Ct. App. 2013) (resort to other contract provisions to interpret disputed text).
- Fischer v. Heymann, 943 N.E.2d 896 (Ind. Ct. App. 2011) (avoid rendering contract language meaningless).