Sanders Development Group, Inc. v. Willow Properties, LLC (mem. dec.)
06A04-1604-PL-941
| Ind. Ct. App. | Mar 17, 2017Background
- Sanders Development Group, Inc. (Sanders Development) was hired in 2002 in connection with Willow Properties, LLC’s development of Willow Ridge in Zionsville; all four Willow members signed a short written agreement.
- The written agreement provided: Willow Properties "agree[s] to pay Sanders Development Group, Inc., a 7% management fee of the sales price on each Willow Properties lot sale, to be paid at the time of closing," effective January 1, 2002.
- Sanders Development performed development work and received the 7% fee on many lot sales; disputes arose after some later lot closings when Sanders Development was not paid.
- Willow Properties notified Sanders Development in June 2011 that it was terminating the contract; five lots (including one sold August 31, 2010) were at issue — the last four sold after the termination.
- Sanders Development sued for breach of contract and unjust enrichment seeking the 7% fee on the last five lots (totaling $1,571,000 in sales); the trial court awarded fees for the 2010 sale but granted summary judgment to Willow Properties as to the four lots sold after termination.
- On appeal, the Court of Appeals considered whether the contract term "management" was ambiguous and whether factual issues about the parties’ intent precluded summary judgment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the term "management" in the written agreement is ambiguous, requiring extrinsic evidence of intent | Sanders: "management" is ambiguous; parties’ intent must be resolved by extrinsic evidence and factfinder | Willow: "management" is plain; Sanders agreed to manage the subdivision and fee applies only while managing | Court: "Management" is ambiguous; extrinsic evidence and credibility determinations create material fact issues precluding summary judgment |
| Whether Sanders was entitled to 7% on lots sold after Willow purportedly terminated the contract | Sanders: fee due for each lot sale per written agreement unless parties agreed otherwise | Willow: termination ended Sanders’ management duties and thus no fee for post-termination sales | Court: Fact question whether Sanders’ management duties continued; summary judgment inappropriate for post-termination lots |
Key Cases Cited
- Siner v. Kindred Hosp. Ltd. P’ship, 51 N.E.3d 1184 (Ind. 2016) (summary judgment standard; draw inferences for nonmoving party)
- Rusnak v. Brent Wagner Architects, 55 N.E.3d 834 (Ind. Ct. App. 2016) (contract interpretation and when ambiguity requires factual resolution)
- Tender Loving Care Mgmt., Inc. v. Sherls, 14 N.E.3d 67 (Ind. Ct. App. 2014) (goal of contract interpretation is parties’ intent; use extrinsic evidence if ambiguous)
- Broadbent v. Fifth Third Bank, 59 N.E.3d 305 (Ind. Ct. App. 2016) (ambiguous contract interpretation is a factual question)
- Huntington v. Riggs, 862 N.E.2d 1263 (Ind. Ct. App. 2007) (cross-motions for summary judgment do not alter review standard)