Quality Performance Resource Group v. Bay Mills Community College, 331692

Background

QPR (plaintiff) contracted with Bay Mills Community College (defendant) to provide authorizing/training services for charter schools in exchange for a percentage of the administrative fees the college assessed against state school aid; contract effective Oct 21, 2005 and extended to June 30, 2013.
Payment clause required defendant to pay QPR a percentage "of the total dollar amount of state school aid…that the Client uses to assess administrative fees," within 10 days after receiving state aid distributions.
QPR claimed defendant failed to pay two invoices totaling $269,709.78 for the 2012–2013 school year; those state-aid installments were disbursed in July and August 2013 (after contract expiration).
Defendant moved for summary disposition arguing the July/August 2013 disbursements fell outside the contract term and thus QPR was not entitled to a share.
QPR argued the payments accrued to the 2012–2013 school fiscal year and therefore fell within the contract’s scope despite being disbursed after June 30, 2013.
The trial court granted summary disposition for QPR; the Court of Appeals affirmed, holding contract language unambiguous and payments tied to the school fiscal year.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether contract entitles QPR to a percentage of state-aid installments disbursed after contract expiration	QPR: payments for the 2012–2013 school year accrued before termination; July/August disbursements are part of that school fiscal year and thus payable	Bay Mills: payment obligation only applies to disbursements received while contract was active; post-termination installments fall outside the contract	Court held payments are based on the school fiscal year; July/August installments accrue to the prior school year and are covered by the contract
Whether the contract phrase "total dollar amount of state school aid…that the Client uses to assess administrative fees" is ambiguous	QPR: phrase refers to the total state-aid amount for the school fiscal year used to calculate the fee	Bay Mills: phrase is susceptible to another reading and is ambiguous about timing and calculation basis	Court found the phrase unambiguous and tied to statutory concept of "school year" (fiscal year)
Whether payment timing clause ("within 10 days after Client receives State School Aid payments") limits entitlement to only payments received during contract term	QPR: timing clause sets when payments are due, not how amounts are calculated or which school-year amounts are included	Bay Mills: timing language demonstrates parties intended entitlement only for distributions received while contract active	Court held timing clause addresses due date only; calculation is tied to total state-aid for the school year
Whether summary disposition was appropriate	QPR: facts showed no genuine dispute—statute and accrual rules determine entitlement as a matter of law	Bay Mills: contract ambiguity creates factual issues precluding summary disposition	Court concluded language unambiguous and resolved the issue as a matter of law; affirmed summary disposition for QPR

Key Cases Cited

1300 LaFayette E. Coop., Inc. v. Savoy, 284 Mich. App. 522 (court reviews grant/denial of summary disposition de novo)
Quinto v. Cross & Peters Co., 451 Mich. 358 (M.) (standard for MCR 2.116(C)(10) and drawing inferences for nonmoving party)
Rice v. Auto Club Ins. Ass'n, 252 Mich. App. 25 (summary disposition granted where no genuine issue of material fact)
Klapp v. United Ins. Group Agency, Inc., 468 Mich. 459 (contract interpretation is a question of law reviewed de novo)
Wilkie v. Auto-Owners Ins. Co., 469 Mich. 41 (use ordinary and plain meaning in contract interpretation)
Coates v. Bastian Bros., Inc., 276 Mich. App. 498 (contract ambiguity rules; only ambiguous language creates factual question)
Grosse Pointe Park v. Michigan Muni. Liability & Prop. Pool, 473 Mich. 188 (courts may not impose ambiguity on clear contract language)